HT INSIGHT FUNDS INC, 485BPOS, 1996-02-09

HT INSIGHT FUNDS INC
485BPOS, 1996-02-09

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As filed with the Securities and Exchange Commission on
February 8,1996
Securities Act File No. 33-17957
Investment Company Act File No. 811-5366

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 24

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 25

HT INSIGHT FUNDS, INC. d/b/a HARRIS INSIGHT FUNDS
(Exact Name of Registrant as Specified in Charter)

One Exchange Place, Boston, MA 02109
(Address of Principal Executive Offices including Zip Code)

Registrant's Telephone Number, including Area Code: (800) 982-
8782

Name and Address of Agent for Service: Copies to:
Lisa Anne Rosen, Esq. Cameron S. Avery, Esq.
Harris Insight Funds Bell, Boyd & Lloyd
One Exchange Place, 4th Floor Three First National Plaza
Boston, MA 02109 Chicago, IL 60602

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b), or
X on February 20, 1996 pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a),
75 days after filing pursuant to paragraph (a); or
on pursuant to paragraph (a) of
Rule 485

Registrant has previously filed a declaration of indefinite
registration of its shares of capital stock pursuant to Rule 24f-
2 under the Investment Company Act of 1940, as amended.
Registrant's Rule 24f-2 Notice for the fiscal year ended December
31, 1995 will be filed on or before February 29, 1996 .

HARRIS INSIGHT FUNDS

The purpose of this filing is to delay the effective date of
Post-Effective Amendment No. 23 to the Company's Registration
Statement on Form N-1A and to respond to the Staff's comments
with respect to Post-Effective Amendment No. 23 to the Company's
Registration Statement and to bring financial statements and
other information up to date under Section 10(a)(3) of the
Securities Act of 1933, as amended, and to make other non-
material language changes that the Registrant deems appropriate.

HARRIS INSIGHT FUNDS
Registration Statement on Form N-1A

CROSS REFERENCE SHEET
Pursuant to Rule 495 (a)
under the Securities Act of 1933

N-1A Item No.
Part A Location

Item 1. Cover Page Cover Page

Item 2. Synopsis Expense Table; Financial Highlights

Item 3. Condensed Financial Information Financial Highlights;
Calculation of Yield and Total Return

Item 4. General Description of Registrant Cover Page;
Investment Objectives and Policies; Investment Strategies;
Organization and Capital Stock

Item 5. Management of the Fund Management

Item 6. Capital Stock and Other Securities Cover Page;
Dividends and Distributions; Federal Income Taxes; Account
Services; Organization and Capital Stock

Item 7. Purchase of Securities Being Offered Management;
Determination of Net Asset Value; Purchase of Shares; Exchange
Privilege

Item 8. Redemption or Repurchase Redemption of Shares;
Exchange Privilege

Item 9. Pending Legal Proceedings Not Applicable

N-1A Item No.
Part B Location

Item 10. Cover Page Cover Page

Item 11. Table of Contents Table of Contents

Item 12. General Information and History Not Applicable

Item 13. Investment Objectives and Policies Investment
Strategies; Investment Restrictions; Portfolio Transactions

Item 14. Management of the Fund Management

Item 15. Control Persons and Principal Holders of Securities
Management; Organization and Capital Stock (Prospectus)

Item 16. Investment Advisory and Other Services Management
(Prospectus); Management; Service Plans; Custodian; Independent
Accountants

Item 17. Brokerage Allocation and Other Practices Portfolio
Transactions

Item 18. Capital Stock Capital Stock

Item 19. Purchase, Redemption and Pricing of Securities
Determination of Net Asset Value; Financial Statements Securities
Being Offered

Item 20. Tax Status Federal Income Taxes

Item 21. Underwriters Management; Service Plans

Item 22. Calculation of Performance Data Calculation of Yield
and Total Return

Item 23. Audited Financial Statements for the Fiscal Year
Ended December 31, 1995

Part C

Information required to be included in Part C is set forth
under the appropriate Item, so numbered, in Part C to this
Registration Statement.

HARRIS INSIGHT FUNDS
One Exchange Place, Boston, Massachusetts 02109
Telephone: (800) 982-8782

The Harris Insight Funds Trust (the ``Trust'') is an open-end, diversified
management investment company that currently offers a selection of eleven
investment portfolios. HT Insight Funds, Inc. (the ``Company'') is an open-end,
diversified management investment company that currently offers six investment
portfolios. (The eleven portfolios of the Trust and the six portfolios of the
Company are collectively referred to herein as the ``Harris Insight Funds'' or
the ``Funds.'') This Prospectus describes one class of shares (the ``Shares'' or
the ``Institutional Shares'') of each of the eleven investment portfolios
offered by the Trust and one class of shares (the ``Shares'' or the
``Institutional Shares'') of five of the portfolios offered by the Company. The
Funds are as follows:

o Harris Insight Equity Fund (the ``Equity Fund'')

o Harris Insight Equity Income Fund (the ``Equity Income Fund'')

o Harris Insight Growth Fund (the ``Growth Fund'')

o Harris Insight Small-Cap Opportunity Fund (the ``Small-Cap Fund'')

o Harris Insight Index Fund (the ``Index Fund'')

o Harris Insight International Fund (the ``International Fund'')

o Harris Insight Balanced Fund (the ``Balanced Fund'')

o Harris Insight Convertible Securities Fund ( the ``Convertible Securities
Fund'')

o Harris Insight Short/Intermediate Bond Fund (the ``Short Intermediate Fund'')

o Harris Insight Bond Fund (the ``Bond Fund'')

o Harris Insight Intermediate Government Bond Fund (the ``Government Fund'')

o Harris Insight Intermediate Tax-Exempt Bond Fund (the ``Intermediate Tax-
Exempt Fund'')

o Harris Insight Tax-Exempt Bond Fund (the ``Tax-Exempt Fund'')

o Harris Insight Government Money Market Fund (the ``Government Money Fund'')

o Harris Insight Money Market Fund (the ``Money Fund'')

o Harris Insight Tax-Exempt Money Market Fund (the ``Tax-Exempt Money Fund'')

Harris Trust & Savings Bank is the Investment Adviser to the Funds and
Harris Investment Management, Inc., a subsidiary of Harris Bankcorp, Inc., acts
as the Portfolio Management Agent for each of the Funds, except the Tax-Exempt
Money Fund. Shares of each Fund are offered by Funds Distributor, Inc., the
distributor for the Trust and the Company.

This Prospectus sets forth concisely the information a prospective investor
should know before investing in the Funds. Please read and retain it for future
reference. A Statement of Additional Information dated February 21, 1996,
containing more detailed information about the Funds has been filed with the
Securities and Exchange Commission and (together with any supplements thereto)
is incorporated by reference into this Prospectus. The Statement of Additional
Information may be obtained without charge by writing or calling the Harris
Insight Funds at the address and telephone number printed above.

SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR
ENDORSED BY HARRIS TRUST & SAVINGS BANK, OR ANY OF ITS AFFILIATES,
AND ARE NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY. AN INVESTMENT IN THE
FUNDS INVOLVES
INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

SHARES OF THE GOVERNMENT MONEY FUND, THE MONEY FUND AND
THE TAX-EXEMPT
MONEY FUND (COLLECTIVELY, THE ``MONEY MARKET FUNDS'') ARE
NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT. ALTHOUGH EACH MONEY MARKET
FUND IS ACTIVELY
MANAGED TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE,
THERE IS NO
ASSURANCE THAT IT WILL BE ABLE TO DO SO.

--------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND
EXCHANGE COMMISSION (THE ``COMMISSION'') OR ANY STATE SECURITIES
COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL
OFFENSE.

February 21, 1996

<PAGE>

TABLE OF CONTENTS

Page
Expense Table ...................................................... 3
Highlights ......................................................... 6
Financial Highlights ............................................... 8
Investment Objectives and Policies ................................. 9
Equity Fund ................................................... 9
Equity Income Fund ............................................ 9
Growth Fund ................................................... 9
Small-Cap Fund ................................................ 10
Index Fund .................................................... 10
International Fund ............................................ 11
Balanced Fund ................................................. 11
Convertible Securities Fund ................................... 11
Short/Intermediate Fund ....................................... 13
Bond Fund ..................................................... 13
Government Fund ............................................... 14
Intermediate Tax-Exempt Fund .................................. 14
Tax-Exempt Fund ............................................... 14
The Money Market Funds ........................................ 15
Government Money Fund ......................................... 15
Money Fund .................................................... 15
Tax-Exempt Money Fund ......................................... 16
All Funds; All Equity and Fixed Income Funds .................. 16
Investment Strategies .............................................. 17
Investment Limitations ............................................. 28
Management ......................................................... 29
Determination of Net Asset Value ................................... 32
Purchase of Shares ................................................. 33
Redemption of Shares ............................................... 34
Exchange Privilege ................................................. 35
Dividends and Distributions ........................................ 35
Federal Income Taxes ............................................... 36
Account Services ................................................... 37
Organization and Capital Stock ..................................... 37
Reports to Shareholders ............................................ 38
Calculation of Yield and Total Return .............................. 39

No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, the Statement of
Additional Information and/or in the Funds' official sales literature in
connection with the offering of the Funds' shares and, if given or made, such
other information or representations must not be relied upon as having been
authorized by the Company, the Trust or the Distributor. This Prospectus does
not constitute an offer in any state in which, or to any person to whom, such
offer may not lawfully be made.

2
<PAGE>

EXPENSE TABLE

Expenses and fees payable by shareholders are summarized in this table and
expressed as a percentage of average net assets.

The following table sets forth certain information concerning shareholder
transaction expenses and projected annual fund operating expenses for
Institutional Shares of the Funds during the current fiscal year.

EQUITY INTER-
EQUITY INCOME GROWTH SMALL-CAP
INDEX NATIONAL BALANCED
FUND FUND FUND FUND FUND
FUND FUND
---- ---- ---- ---- ---- ---- ----

SHAREHOLDER TRANSACTION EXPENSES
<S> <C> <C> <C> <C>
<C> <C> <C>
Maximum Sales Load Imposed on Purchases None None None None
None None None

ANNUAL FUND OPERATING EXPENSES*:
(as a percentage of average net assets)
Advisory Fees 0.70% 0.70% 0.90% 1.00% 0.25%
1.05% 0.60%
Rule 12b-1 Fees None None None None None
None None
Other Expenses+ 0.26% 0.23% 0.20% 0.20% 0.20%
0.27% 0.28%
---- ---- ---- ---- ---- ---- ----
Total Fund Operating Expenses 0.96% 0.93% 1.10% 1.20%
0.45% 1.32% 0.88%
==== ==== ==== ====
==== ==== ====
</TABLE>

- --------

* Customers of a financial institution, such as Harris Trust & Savings Bank,
may also be charged certain fees and expenses by their institution. These
fees may vary depending on the capacity in which the institution provides
fiduciary and investment services to the particular client (e.g., trust,
estate settlement, advisory and custodian services).

+ With respect to each Fund, other than the Equity Fund, the amount of ``Other
Expenses'' in the table above is based on estimated expenses and projected
assets for the current fiscal year. With respect to the Equity Fund, the
amount of ``Other Expenses'' is based on amounts incurred during the most
recent fiscal year. EXPENSE TABLE (continued)

3
<PAGE>

EXPENSE TABLE (CONTINUED)

<TABLE>
<CAPTION>
CONVERTIBLE SHORT
INTERMEDIATE
SECURITIES INTERMEDIATE BOND
GOVERNMENT TAX-EXEMPT TAX-EXEMPT
FUND FUND FUND FUND
FUND FUND
---- ---- ---- ---- ---- --
- --
<S> <C> <C> <C> <C>
<C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases None None None
None None None

ANNUAL FUND OPERATING EXPENSES*:
(as a percentage of average net assets)
Advisory Fees 0.70% 0.34%+ 0.40%+
0.30%+ 0.60%+ 0.60%+
Rule 12b-1 Fees None None None None
None None
Other Expenses++ 0.22% 0.26% 0.20% 0.20%
0.20% 0.20%
---- ---- ---- ---- ---- --
- --
Total Fund Operating Expenses 0.92% 0.60%+ 0.60%+
0.50%+ 0.80%+ 0.80%+
==== ==== ====
==== ==== ====
</TABLE>

- --------

* Customers of a financial institution, such as Harris Trust, may also be
charged certain fees and expenses by their institution. These fees may vary
depending on the capacity in which the institution provides fiduciary and
investment services to the particular client (e.g., trust, estate settlement,
advisory and custodian services).

+ Reflects advisory fees after waivers.

++ With respect to each Fund, other than the Short/Intermediate Fund, the amount
of ``Other Expenses'' in the table above is based on estimated expenses and
projected assets for the current fiscal year. With respect to the
Short/Intermediate Fund, the amount of ``Other Expenses'' is based on amounts
incurred during the most recent fiscal year.

Without waivers, the ratio of total fund operating expenses to average net
assets would be 0.96% with respect to the Short/Intermediate Fund and 0.85%
with respect to the Bond Fund, Government Fund, Intermediate Tax-Exempt Fund
and Tax-Exempt Fund. The investment adviser has voluntarily agreed to waive a
portion of its advisory fees with respect to the Short/Intermediate Fund, the
Bond Fund, the Government Fund, the Intermediate Tax-Exempt Fund and the
Tax-Exempt Fund and will not increase its advisory fee without prior approval
of the Company's Board of Directors and 30 days' prior notice to
shareholders. Without waivers, the advisory fee for the Short/Intermediate
Fund would be 0.70% of the Fund's average net assets. Without waivers, the
advisory fee for each of the Bond, Government, Intermediate Tax-Exempt and
Tax-Exempt Funds would be 0.65% of each Fund's average net assets.

<TABLE>
<CAPTION>
GOVERNMENT MONEY TAX-EXEMPT
MONEY FUND FUND MONEY FUND
---------- ---- ----------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases None None None

ANNUAL FUND OPERATING EXPENSES*:
(as a percentage of average net assets after
voluntary fee waivers)
Advisory Fees 0.11% 0.11% 0.11%
Other Expenses 0.20% 0.18% 0.18%
---- ---- ----
Total Fund Operating Expenses 0.31% 0.29% 0.29%
==== ==== ====

</TABLE>

- --------

* Reflects expenses after waivers of advisory fees and other expenses based on
net expenses incurred during the most recent fiscal year. Without any fee and
expense waivers, total operating expenses for the fiscal years ended December
31, 1995 and 1994 would have been 0.32% and 0.31% for the Government Money
Fund, 0.30% and 0.30% for the Money Fund and 0.29% and 0.30% for the
Tax-Exempt Money Fund. Customers of a financial institution, such as Harris
Trust, may also be charged certain fees and expenses by their institution.
These fees may vary depending on the capacity in which the institution
provides fiduciary and investment services to the particular client (e.g.,
trust, estate settlement, advisory and custodian services).

<PAGE>

EXPENSE TABLE (CONTINUED)

EXAMPLE

You would pay the following expenses on a $1,000 investment in Institutional
Shares, assuming (1) a hypothetical 5% gross annual return and (2) redemption at
the end of each time period:

<TABLE>
<CAPTION>
EQUITY INTER-
EQUITY INCOME GROWTH SMALL-CAP INDEX NATIONAL
BALANCED
FUND FUND FUND FUND FUND FUND FUND
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
1 year $ 10 $ 9 $11 $12 $ 5 $13 $ 9
3 years 31 30 35 38 14 42 28
5 years 53 N/A N/A N/A N/A N/A N/A
10 years 118 N/A N/A N/A N/A N/A N/A
</TABLE>

<TABLE>
<CAPTION>
CONVERTIBLE SHORT/ INTERMEDIATE
SECURITIES INTERMEDIATE BOND GOVERNMENT TAX-EXEMPT
TAX-EXEMPT
FUND FUND FUND FUND FUND FUND
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
1 year $ 9 $ 6 $ 6 $ 5 $ 8 $ 8
3 years 29 19 19 16 26 26
5 years N/A 33 N/A N/A N/A N/A
10 years N/A 75 N/A N/A N/A N/A
</TABLE>

<TABLE>
<CAPTION>
GOVERNMENT MONEY TAX-EXEMPT
MONEY FUND FUND MONEY FUND
---------- ---- ----------
<S> <C> <C> <C>
1 year $ 3 $ 3 $ 3
3 years 10 9 9
5 years 17 16 16
10 years 39 37 37
</TABLE>

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST
OR FUTURE
EXPENSES OR PERFORMANCE WHICH MAY BE MORE OR LESS THAN THOSE
SHOWN.

The purpose of the expense table is to assist the investor in understanding the
various costs and expenses that an investor in a Fund will bear directly or
indirectly. For more information concerning the various costs and expenses, see
``Management.''

<PAGE>

HIGHLIGHTS

The following sixteen investment portfolios are described in this Prospectus:

EQUITY FUND -- seeks to provide capital appreciation and current income by
investing primarily in common stocks.

EQUITY INCOME FUND -- seeks to provide current income and, secondarily, capital
appreciation by investing primarily in common stocks and convertible securities.

GROWTH FUND -- seeks to provide capital appreciation and, secondarily, current
income by investing primarily in common stocks and convertible securities of
companies with above-average growth potential.

SMALL-CAP FUND -- seeks to provide long term capital growth by investing
primarily in equity securities of smaller to medium capitalization companies.

INDEX FUND -- seeks to provide the return and risk characteristics of the S&P
500 Index, by investing primarily in securities of companies that comprise that
index.

INTERNATIONAL FUND -- seeks to provide international diversification and capital
appreciation by investing primarily in common stocks of foreign companies.
Current income is a secondary objective.

BALANCED FUND -- seeks to provide current income and capital appreciation by
investing in a balanced portfolio of fixed income and equity securities.

CONVERTIBLE SECURITIES FUND -- seeks to provide capital appreciation and current
income by investing primarily in securities such as bonds, debentures, notes,
preferred stocks or warrants that are convertible into common stocks.

SHORT/INTERMEDIATE FUND -- seeks to provide a high level of total return,
including a competitive level of current income, by investing primarily in
investment grade debt securities with a short/intermediate term average
maturity.

BOND FUND -- seeks to provide a high level of total return, including a
competitive level of current income, by investing primarily in investment grade
debt securities of varying maturities.

GOVERNMENT FUND -- seeks to provide a high level of current income, consistent
with preservation of capital, by investing primarily in Government Securities
(as defined below in ``Investment Strategies'') having an intermediate term
average maturity.

INTERMEDIATE TAX-EXEMPT FUND -- seeks to provide a high level of current income
that is exempt from federal income tax by investing, under normal market
conditions, at least 80% of its assets in municipal obligations with an
intermediate term average maturity.

TAX-EXEMPT FUND -- seeks to provide a high level of current income that is
exempt from federal income tax by investing, under normal market conditions, at
least 80% of its assets in municipal obligations of varying maturities.

GOVERNMENT MONEY FUND -- (money market fund) -- seeks to provide investors with
as high a level of current income as is consistent with its investment policies
and with preservation of capital and liquidity, by investing in short-term
Government Securities and certain repurchase agreements.

MONEY FUND -- (money market fund) -- seeks to provide investors with as high a
level of current income as is consistent with its investment policies and with
preservation of capital and liquidity, by investing in a broad range of
short-term money market instruments.

TAX-EXEMPT MONEY FUND -- (money market fund) -- seeks to provide investors with
as high a level of current income as is consistent with its investment policies
and with preservation of capital and liquidity, by investing primarily in high-
quality, short-term municipal obligations.

<PAGE>

WHO MANAGES EACH FUND'S INVESTMENTS?

Harris Trust & Savings Bank (``Harris Trust'' or the ``Investment
Adviser'') is the investment adviser for each Fund. Harris Trust has provided
investment management service to clients for over 100 years. Harris Trust
provides investment services for pension, profit-sharing and personal
portfolios. As of June 30, 1995, assets under management total approximately $23
billion. See page 27.

Harris Investment Management, Inc. (``HIM'' or the ``Portfolio Management
Agent'') provides daily portfolio management services for the Funds, other than
the Tax-Exempt Money Fund. HIM and its predecessors have managed client assets
for over 100 years. HIM has a staff of 96, including 64 professionals, providing
investment expertise to the management of the Harris Insight Funds and for
pension, profit-sharing and institutional portfolios. As of June 30, 1995,
assets under management are estimated to exceed $13 billion. See page 28.

Harris Trust and HIM are subsidiaries of Harris Bankcorp., Inc.

WHAT ADVANTAGES DO THE FUNDS OFFER?

The Funds are designed for individual and institutional investors. A single
investment in shares of the Funds gives the investor benefits customarily
available only to large investors, such as diversification of investment,
greater liquidity and professional management, block purchases of securities,
and relief from bookkeeping, safekeeping of securities and other administrative
details.

WHEN ARE DIVIDENDS PAID?

Dividends from each of the Money Market Funds are declared daily and paid
monthly. Dividends from the Short/Intermediate Fund, the Bond Fund, the
Government Fund, the Intermediate Tax-Exempt Fund and the Tax-Exempt Fund are
declared daily and paid monthly. Dividends from the Convertible Securities Fund,
the Equity Fund, the Equity Income Fund, the Growth Fund, the Index Fund and the
Balanced Fund are declared and paid quarterly. Dividends from the Small-Cap Fund
and the International Fund are declared and paid semi-annually. Any net capital
gains will be declared and paid annually. See page 33.

HOW ARE SHARES REDEEMED?

Shares may be redeemed at their next determined net asset value after
receipt of a proper request by the Registered Representative servicing your
account, the Distributor, or through any Service Agent. See page 32.

WHAT RISKS ARE ASSOCIATED WITH THE FUNDS?

Each Fund's performance will change daily based on many factors, including
the quality of the Fund's investments, U.S. and international economic
conditions, general market conditions and international exchange rates. Certain
of the Funds invest in securities of foreign issuers that involve risks not
typically associated with U.S. issuers. There is no assurance that any Fund will
achieve its investment objective. See ``Investment Strategies.''

<PAGE>

FINANCIAL HIGHLIGHTS

This table shows the total return on one Institutional Share for each period
illustrated.

<TABLE>
<CAPTION>
GOVERNMENT MONEY FUND MONEY FUND
TAX-EXEMPT MONEY FUND
INSTITUTIONAL SHARES INSTITUTIONAL SHARES
INSTITUTIONAL SHARES
--------------------- -------------------- ---------------------
YEAR YEAR YEAR
ENDED 5/16/94* TO ENDED 1/5/94* TO ENDED
1/5/94* TO
12/31/95 12/31/94 12/31/95 12/31/94 12/31/95 12/31/94
-------- ----------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C>
<C>
Net Asset Value, Beginning of
Period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------ ------ ------ ------ ------ ------
Income From Investment
Operations:
Net Investment Income .056 .028 .057 .039 .035 .025
------ ------ ------ ------ ------ ------
Total from Investment
Operations .056 .028 .057 .039 .035 .025
------ ------ ------ ------ ------ ------
Less Distributions:
Net Investment Income (.056) (.028) (.057) (.039) (.035) (.025)
------ ------ ------ ------ ------ ------
Total Distributions (.056) (.028) (.057) (.039) (.035) (.025)
------ ------ ------ ------ ------ ------
Net Asset Value, End of
Period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ======
====== ======
Total Return(3) 5.79% 2.82% 5.86% 4.08% 3.60%
2.56%
Ratios/Supplemental Data:
Net Assets, End of Period
$(000) 18,367 9,617 98,837 31,990 212,146 237,100
Ratio of Expenses to
Average Net Assets(1)(2) 0.31% 0.29% 0.29% 0.29% 0.29%
0.28%
Ratio of Net Investment
Income to Average Net
Assets(2) 5.62% 4.52% 5.69% 4.79% 3.52% 2.99%
</TABLE>

- --------

* Date commenced operations.

(1) Without the voluntary waiver of fees, the expense ratios (annualized) for
the period ended December 31, 1994 and the year ended December 31, 1995
would have been 0.32% and 0.31% for Government Money Fund 0.30% and 0.30%
for Money Fund and 0.29% and 0.30% for Tax-Exempt Money Fund, respectively.

(2) Annualized.

(3) Total returns for periods of less than one year are not annualized.

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

Set forth below are the investment objectives and policies of each of the
Funds. Listed on page 16 following the specific description of each Fund are
those investments that may be made by (i) all of the Funds, or (ii) all of the
equity Funds (i.e., Equity, Equity Income, Growth, Small-Cap, Index,
International and Balanced Funds) and fixed income Funds (i.e., Convertible
Securities, Short/Intermediate, Bond, Government, Intermediate Tax-Exempt and
Tax-Exempt Funds). Each Fund may also invest in securities described in
``Investment Strategies'' below and the Statement of Additional Information.

EQUITY FUND

The Equity Fund seeks to provide capital appreciation and current income.

The Equity Fund seeks to provide investors with capital appreciation and
current income. The Fund seeks to attain its investment objective by investing,
under normal market conditions, at least 65% of its total assets in common
stocks of larger capitalization companies (i.e. companies with market
capitalizations in excess of $500 million). The Fund's portfolio is generally
comprised of approximately 50 different issues. Risk is managed by
diversification of investments.

The Fund's investment process considers valuation and improving
fundamentals. The Fund's investments are expected to encompass all major sectors
of the market resulting in a diversified portfolio. The Fund's Portfolio
Management Agent believes that an investment process which combines carefully
monitored risk control with an emphasis on value and fundamental research is
suited for long-term equity investing.

EQUITY INCOME FUND

The Equity Income Fund seeks to provide current income and, secondarily, capital
appreciation.

The Equity Income Fund seeks to provide current income and secondarily,
capital appreciation. The Fund seeks to achieve its investment objective by
investing, under normal market conditions, at least 65% of its total assets in
common stocks and convertible securities that the Fund's Portfolio Management
Agent believes offer good value, an attractive yield and dividend growth
potential.

The Fund is managed with a disciplined investment process which seeks to
maintain a diversified portfolio of high quality equity securities. The Fund
generally emphasizes securities with higher than average dividend yields and/or
stronger than average growth characteristics. The result of this investment
process is a diversified portfolio which the Fund's Portfolio Management Agent
believes provides attractive long-term growth potential while striving to
maintain an attractive current yield.

GROWTH FUND

The Growth Fund seeks to provide capital appreciation and, secondarily, current
income.

The Growth Fund seeks to provide capital appreciation and, secondarily,
current income. The Fund seeks to achieve its investment objective by investing,
under normal market conditions, primarily in common stocks and convertible
securities of companies that the Fund's Portfolio Management Agent believes
offer above-average growth potential. The Fund's investment management
discipline emphasizes growth in sales, earnings and asset values.

<PAGE>

SMALL-CAP FUND

The Small-Cap Fund seeks to provide long- term capital appreciation by investing
at least 65% of the value of its total assets in equity securities of smaller to
medium capitalization companies.

The Small-Cap Fund seeks to provide long term capital appreciation. The
Fund seeks to achieve its investment objective by investing, under normal market
conditions, at least 65% of the value of its total assets in equity securities
of smaller to medium capitalization companies (i.e. companies with market
capitalizations between $100 million and $2.5 billion).

The investment management discipline of the Fund searches for companies
offering above-average earnings, sales, and asset value growth.

INDEX FUND

The Index Fund seeks to provide the return and risk characteristics of the S&P
500 Index.

The Index Fund seeks to provide the return and risk characteristics of the
Standard & Poor's 500 Index (the ``S&P 500 Index'' or the ``Index''), an index
which emphasizes large capitalization companies. As of December 31, 1994, the
Index represented approximately 76% of the market capitalization of publicly
owned stocks in the United States. The Fund seeks to achieve its investment
objective by investing, under normal market conditions, primarily in securities
of companies that comprise the S&P 500 Index.

The Fund is managed through the use of a ``quantitative'' or ``indexing''
investment discipline, which attempts to duplicate the investment composition
and performance of the Index through statistical procedures. As a result, the
Portfolio Management Agent does not employ traditional methods of fund
investment management, such as selecting securities on the basis of economic,
financial and market analysis. The Fund seeks quarterly performance within a .95
correlation to the Index. On at least a monthly basis, the Portfolio
Management Agent compares the correlation of the Fund's performance
to that of the Index. In the event the Fund's performance for the
preceding three month period is not within a .95 correlation to
the performance of the Index, the Portfolio Management Agent
may adjust the Fund's holdings in issues included in the Index
to seek a closer performance correlation.
The Fund seeks to match closely the weight of each
security in the portfolio approximating its weight in the S&P 500 Index.
Although the Fund may not hold all 500 issues included in the Index, it will
generally hold at least 90% of such issues. In addition, the Fund may maintain
positions in S&P 500 Stock Index futures contracts in an effort to ensure
adequate liquidity and to reduce transaction costs.

Standard & Poor's Corporation (``S&P'') makes no representation or
warranty, expressed or implied, to the purchasers of the Index Fund or any
member of the public regarding the advisability of investing in either the Index
Fund or the ability of the S&P 500 Index to track general stock market
performance. The Fund is not sponsored, endorsed, sold or promoted by S&P. S&P
does not guarantee the accuracy and/or completeness of its index or any data
included therein. Furthermore, S&P makes no warranty, express or implied, as to
the results to be obtained by the Index Fund, owners of the Fund, any person or
any entity from the use of the index sponsored by S&P or any data included
therein. S&P makes no express or implied warranties and expressly disclaims all
such warranties of merchantability or fitness for a particular purpose for use
with respect to its index or any data included therein.

<PAGE>

INTERNATIONAL FUND

The International Fund seeks to provide international diversification and
capital appreciation by investing at least 65% of the value of its total assets
in common stocks of foreign issuers. Current income is a secondary objective.

The International Fund seeks to provide international diversification and
capital appreciation. Current income is a secondary objective. The Fund seeks to
achieve its investment objective by investing, under normal market conditions,
at least 65% of the value of its total assets in securities of foreign issuers
(i.e., issuers organized outside the United States or whose principal trading
market is outside the United States) and such issuers will be located in at
least three countries other than the United States. The Fund seeks to manage
risk through the diversification of its investments.

The International Fund also may invest in exchange rate-related securities,
securities convertible into or exchangeable for foreign equity securities, and
custodial receipts for U.S. Treasury securities. In addition, the Fund may
engage in the purchase and sale of foreign currency for hedging purposes.

BALANCED FUND

The Balanced Fund seeks to provide current income and capital appreciation
through a balanced portfolio of fixed income and equity securities.

The Balanced Fund seeks to provide current income and capital appreciation
by investing in a balanced portfolio of fixed income and equity securities. The
Fund seeks to achieve its investment objective by utilizing an active asset
allocation approach. Under normal market conditions, equity securities are
expected to comprise between 40% and 65% of the Fund's total assets and fixed
income securities are expected to comprise at least 25% of the Fund's total
assets.

CONVERTIBLE SECURITIES FUND

The Convertible Securities Fund seeks to provide capital appreciation and
current income.

The Convertible Securities Fund seeks to provide capital appreciation and
current income. The Fund intends, under normal market conditions, to invest at
least 65% of the value of its total assets in convertible securities, that is,
securities including bonds, debentures, notes or preferred stock that are
convertible into common stock, or warrants that provide the owner the right to
purchase shares of common stock at a specified price. The Fund may also invest
in equity securities of U.S. corporations. The Fund seeks to diversify among
issuers in a manner that will enable the Fund to minimize the volatility of the
Fund's net asset value in erratic or declining markets.

Under normal market conditions, the Convertible Securities Fund will invest
without limitation in convertible securities of U.S. corporations and in
Eurodollar securities convertible into common stocks of U.S. corporations that
are rated ``B'' or better by S&P or ``B'' (``b'' in the case of preferred
stocks) or better by Moody's Investors Service, Inc. (``Moody's'') at the time
of purchase, or, if not rated, considered by the Portfolio Management Agent to
be of comparable quality, except that investment in securities rated ``B\-'' by
S&P or Moody's will be limited to 15% of its total assets. Up to 5% of the
Convertible Securities Fund's total assets may be invested in convertible
securities that are rated ``CCC'' by S&P or ``Caa'' by Moody's at the time of
purchase. Securities that are rated ``BB'' or below by S&P or ``Ba'' or below by
Moody's are ``high yield securities'', commonly known as junk bonds. By their
nature, convertible securities may be more volatile in price than higher rated
debt obligations.

<PAGE>

invest: up to 15% of its net assets in convertible securities offered in
``private placements'' and other illiquid securities; up to 15% of its total
assets in common stocks; and up to 5% of its net assets in warrants. The
Convertible Securities Fund may purchase and sell index and interest rate
futures contracts and covered put and call options on securities and on indices.

In periods of unusual market conditions, when the Portfolio Management
Agent believes that convertible securities would not best serve the Fund's
objectives, the Convertible Securities Fund may for defensive purposes invest
part or all of its total assets in: (a) Government Securities; (b)
non-convertible debt obligations of domestic corporations, including bonds,
debentures, notes or preferred stock rated ``BBB'' or better by S&P or ``Baa''
or better by Moody's at the time of purchase, which ordinarily are less volatile
in price than convertible securities and serve to increase diversification of
risk; and (c) short-term money market instruments, including U.S. Government,
bank and commercial obligations with remaining maturities of thirteen months or
less. During such periods, the Convertible Securities Fund will continue to seek
current income but will put less emphasis on capital appreciation.

Risk Factors and Other Considerations Relating to Low-Rated and Comparable
Unrated Securities. Low-rated and comparable unrated securities (a) will likely
have some quality and protective characteristics that, in the judgment of the
rating organization, are outweighed by large uncertainties or major risk
exposures to adverse conditions and (b) are predominantly speculative with
respect to the issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligation.

The market values of low-rated and comparable unrated securities are less
sensitive to interest rate changes but more sensitive to economic changes or
individual corporate developments than higher-rated securities; they present a
higher degree of credit risk and their yields will fluctuate over time. During
economic downturns or sustained periods of rising interest rates, the ability of
highly leveraged issuers to service debt obligations may be impaired.

The existence of limited or no established trading markets for low-rated
and comparable unrated securities may result in thin trading of such securities
and diminish the Convertible Securities Fund's ability to dispose of such
securities or to obtain accurate market quotations for valuing such securities
and calculating net asset value. The responsibility of the Trust's Board of
Trustees to value such securities becomes greater and judgment plays a greater
role in valuation because there is less reliable objective data available. In
addition, adverse publicity and investor perceptions may decrease the values and
liquidity of low-rated and comparable unrated securities bonds, especially in a
thinly traded market.

A major economic recession would likely disrupt the market for such
securities, adversely affect their value and the ability of issuers to repay
principal and pay interest, and result in a higher incidence of defaults.

<PAGE>

Convertible Securities Fund. The Convertible Securities Fund's achievement of
its investment objective may be more dependent on the Portfolio Management
Agent's credit analysis of low-rated and unrated securities than would be the
case for a portfolio of high-rated securities.

SHORT/INTERMEDIATE FUND

The Short/Intermediate Bond Fund seeks to provide a high level of total return,
including a competitive level of current income, by investing primarily in
investment grade debt securities with a short/ intermediate term average
maturity.

The Short/Intermediate Fund, formerly known as Harris Insight Managed Fixed
Income Fund, seeks to provide a high level of total return, including a
competitive level of current income, by investing primarily in investment grade
debt securities with a short/intermediate term average maturity. The Fund
intends, under normal market conditions, to invest at least 65% of the value of
its total assets in bonds. For purposes of this 65% limitation, the term
``bond'' shall include debt obligations such as bonds and debentures, Government
Securities, debt obligations of domestic and foreign corporations, debt
obligations of foreign governments and their political subdivisions,
asset-backed securities, various mortgage-related securities (including those
issued or collateralized by U.S. Government agencies and inverse floating rate
mortgage-backed securities), other floating/variable rate obligations, municipal
obligations and zero coupon securities. The Fund seeks to achieve its objective
by utilizing a number of investment disciplines, including the assessment of
yield advantages among different classes of bonds and among different
maturities, the independent review by the Fund's Portfolio Management Agent of
the credit quality of individual issues, and the analysis by the Fund's
Portfolio Management Agent of economic and market conditions affecting the fixed
income markets. The Intermediate Bond Fund may invest in a broad range of fixed
income obligations. The Fund may invest in fixed and variable rate bonds,
debentures, Government Securities, and Government Stripped Mortgage- Backed
Securities. The Fund also may invest in U.S. Treasury or agency securities
placed into irrevocable trusts and evidenced by a trust receipt.

The Fund's dollar-weighted average portfolio maturity (or average life with
respect to mortgage-related and asset-backed securities), under normal market
conditions, will be between two and five years. The Fund may also hold
short-term U.S. Government Obligations, ``high-quality'' money market
instruments (i.e., those within the two highest rating categories or, if
unrated, determined by the Portfolio Management Agent to be comparable in
quality to instruments so rated) and cash. Such obligations may include those
issued by foreign banks and foreign branches of U.S. banks. These investments
may be in such proportions as, in the Portfolio Management Agent's opinion,
existing circumstances warrant.

BOND FUND

The Bond Fund seeks to provide a high level of total return, including a
competitive level of current income, by investing primarily in investment grade
debt securities of varying maturities.

The Bond Fund seeks to provide a high level of total return, including a
competitive level of current income, by investing primarily in investment grade
debt securities of varying maturities. The Fund seeks to achieve its objective
by utilizing a highly-disciplined, quantitatively-based process to identify
fixed income securities which the Fund's Portfolio Management Agent believes are
undervalued and are positioned to offer the best relative value to enable the
Fund to benefit from anticipated changes in interest rates. Under normal market
conditions, at least 65% of the Bond Fund's total assets will be invested in
bonds. For purposes of this 65% limitation, the term ``bond'' shall include debt
obligations such as bonds and debentures, Government Securities, debt
obligations of domestic and foreign corporations, debt obligations of foreign
governments and their political subdivisions, asset-backed securities, various
mortgage-related securities (including those issued or collateralized by U.S.
Government agencies and inverse floating rate mortgage-backed securities), other
floating/variable rate obligations, municipal obligations and zero coupon
securities.

<PAGE>

GOVERNMENT FUND

The Government Fund seeks to provide a high level of current income, consistent
with preservation of capital.

The Government Fund seeks to provide a high level of current income,
consistent with preservation of capital. The Fund seeks to achieve its
investment objective by investing primarily in Government Securities, including
mortgage- backed securities, having an intermediate term average maturity. Under
normal market conditions, at least 65% of the Fund's total assets will be
invested in Government Securities and in repurchase agreements collateralized by
Government Securities. The average portfolio maturity (or average life with
respect to mortgage-related securities) generally will be between three and ten
years.

In addition, the Fund may also invest in asset-backed securities
collateralized by the U.S. Treasury and certain U.S. Government agencies. It may
also hold foreign debt securities guaranteed by the U.S. Government, its
agencies or instrumentalities (with respect to 10% of its total assets).
Further, the Government Fund may invest in covered put and call options on
securities and on indices.

INTERMEDIATE TAX-EXEMPT FUND

The Intermediate Tax-Exempt Fund seeks a high level of current income that is
exempt from federal income tax.

The Intermediate Tax-Exempt Fund seeks to provide a high level of current
income that is exempt from federal income tax. As a matter of fundamental
policy, the Fund seeks to achieve its investment objective by investing at least
80% of its assets, under normal market conditions, in a broad range of municipal
bonds and other obligations issued by state and local governments to finance
their operations or special projects. These securities, which are of varying
maturities, make interest payments that are exempt from federal income tax. The
Fund's dollar-weighted average portfolio maturity, under normal market
conditions, will be between three and ten years.

The Fund's selection of individual securities is based on a number of
factors, including anticipated changes in interest rates, the assessment of the
yield advantages of different classes of bonds, and an independent analysis of
credit quality of individual issues by the Fund's Portfolio Management Agent or
the Investment Adviser.

The Intermediate Tax-Exempt Fund may also invest in letters of credit and
U.S. Government Obligations. In addition, the Fund may purchase and sell covered
put and call options on securities and on indices.

TAX-EXEMPT FUND

The Tax-Exempt Fund seeks to provide a high level of current income that is
exempt from federal income tax.

The Tax-Exempt Fund seeks to provide a high level of current income that is
exempt from federal income tax. The Fund seeks to achieve its objective by
anticipating changes in interest rates, analyzing yield differentials for
different types of bonds, and analyzing credit for specific issues and
municipalities. As a matter of fundamental policy, the Fund seeks to achieve its
investment objective by investing at least 80% of its assets, under normal
market conditions, in a broad range of municipal bonds and other obligations
issued by state and local governments to finance their operations or special
projects. These securities make interest payments that are exempt from federal
income tax.

The Tax-Exempt Fund may also invest in letters of credit and U.S.
Government Obligations. Further, the Fund may purchase and sell covered put and
call options on securities and on indices.

<PAGE>

THE MONEY MARKET FUNDS

The investment objective of each of the Money Market Funds is to provide
investors with as high a level of current income (which, in the case of the
Tax-Exempt Money Fund, is exempt from federal income taxes) as is consistent
with its investment policies and with preservation of capital and liquidity.
Current income provided by the securities in which the Money Market Funds invest
is not likely to be as high as that provided by securities with longer
maturities or lower quality, which may involve greater risk and price
volatility. Each Money Market Fund will invest in U.S. dollar-denominated
securities with maturities of thirteen months or less. The Money Fund will not
purchase a security (other than Government Securities) unless the security is
rated by at least two nationally recognized rating agencies (such as S&P or
Moody's) within the two highest ratings assigned to short-term debt securities
(or, if not rated or rated only by one rating agency, is determined to be of
comparable quality), and not more than 5% of the total assets of the Fund would
be invested in securities bearing the second highest rating. The Tax-Exempt
Money Fund will not purchase a security (other than a Government Security)
unless the security is rated by at least two such rating agencies within the two
highest ratings assigned to short-term debt securities (or, if not rated or
rated by only one rating agency, is determined to be of comparable quality).
Determinations of comparable quality shall be made in accordance with procedures
established by the Company's Board of Directors. Each Money Market Fund will
maintain a dollar-weighted average maturity of 90 days or less in an effort to
maintain a net asset value per share of $1.00. There is no assurance that the
net asset value per share of the Money Market Funds will be maintained at $1.00.

GOVERNMENT MONEY FUND

The Government Money Fund invests in obligations issued or guaranteed by the U.S
Government, its agencies, instrumentalities or sponsored enterprises, and that
have remaining maturities of thirteen months or less.

The Government Money Fund, formerly known as Harris Insight Government
Assets Fund, invests exclusively in Government Securities that have remaining
maturities not exceeding thirteen months and certain repurchase agreements
described below.

The Government Money Fund invests in obligations of U.S. Government
agencies and instrumentalities only when the Portfolio Management Agent is
satisfied that the credit risk with respect to the issuer is minimal.

MONEY FUND

The Money Fund invests in short-term money market instruments, including U.S.
Government, bank and commercial obligations with remaining maturities of
thirteen months or less.

The Money Fund, formerly known as Harris Insight Cash Management Fund,
invests in a broad range of short-term money market instruments that have
remaining maturities not exceeding thirteen months, including Government
Securities and bank and commercial obligations.

The commercial paper purchased by the Money Fund will consist of U.S.
dollar-denominated direct obligations of domestic and foreign corporate issuers,
including bank holding companies.

The Money Fund may also invest in guaranteed investment contracts
(``GICs'') issued by U.S. and Canadian insurance companies, and convertible and
non- convertible debt securities of domestic corporations and of foreign
corporations and governments that are denominated, and pay interest, in U.S.
dollars. In addition, the Money Fund may invest in tax-exempt municipal
obligations in which

<PAGE>

the Tax-Exempt Money Fund may invest, described below, when the yields on such
obligations are higher than the yields on taxable investments. All securities
acquired by the Fund will have remaining maturities of thirteen months or less
and will be subject to the applicable quality requirements described above.

TAX-EXEMPT MONEY FUND

The Tax-Exempt Money Fund invests in debt instruments issued by or for states,
cities, municipalities and other public authorities and that provide interest
income exempt from federal income tax.

The Tax-Exempt Money Fund, formerly known as Harris Insight Tax-Free Money
Market Fund, invests primarily in high-quality municipal obligations that have
remaining maturities not exceeding thirteen months and meet the applicable
quality requirements described above. Municipal obligations are debt obligations
issued by or on behalf of states, cities, municipalities and other public
authorities. Except for temporary investments in taxable obligations described
below, the Tax-Exempt Money Fund will invest only in municipal obligations that
are exempt from federal income taxes in the opinion of bond counsel. Such
obligations include municipal bonds, municipal notes and municipal commercial
paper.

From time to time, the Tax-Exempt Money Fund may invest 25% or more of its
assets in municipal obligations that are related in such a way that an economic,
business or political development or change affecting one of these obligations
would also affect the other obligations, for example, municipal obligations the
interest on which is paid from revenues of similar type projects or municipal
obligations whose issuers are located in the same state.

Under ordinary market conditions, the Tax-Exempt Money Fund will maintain
as a fundamental policy at least 80% of the value of its total assets in
obligations that are exempt from federal income tax and not subject to the
alternative minimum tax. The Tax-Exempt Money Fund may, pending the investment
of proceeds of sales of its shares or proceeds from the sale of portfolio
securities, in anticipation of redemptions, or to maintain a ``defensive''
posture when, in the opinion of the Investment Adviser, it is advisable to do so
because of market conditions, elect to hold temporarily up to 20% of the current
value of its total assets in cash reserves or invest in taxable securities in
which the Money Fund may invest.

ALL FUNDS; ALL EQUITY AND FIXED INCOME FUNDS

Each Fund may invest in the securities of other investment companies,
when-issued securities and forward commitments, floating/variable rate
obligations (and inverse floating rate obligations with respect to the fixed
income Funds), as well as commercial paper, short-term money market instruments
and cash equivalents, such as certificates of deposit, demand and time deposits
and banker's acceptance notes. In addition, each Fund may enter into repurchase
agreements.

Each equity and fixed income Fund may lend its portfolio securities with
respect to up to one-third of its net assets and may enter into reverse
repurchase agreements.

Each equity and fixed income Fund may invest in securities convertible into
or exchangeable for common stocks or preferred stocks, as well as Government
Securities and debt obligations of domestic corporations rated ``Baa'' or better
by Moody's, ``BBB'' or better by S&P or an equivalent rating by another
nationally recognized statistical rating organization at the time of purchase
or, if not rated are considered by the Portfolio Management Agent to be of
comparable quality. (The Convertible Securities Fund may also invest in lower
rated securities, as described above.) Debt obligations rated ``BBB'' by S&P,
``Baa'' by Moody's or the equivalent by such other rating organization may have
speculative characteristics, and changes in economic conditions or other
circumstances are more likely to lead to a

<PAGE>

weakened capacity to make principal and interest payments than is the case with
higher grade bonds. In addition, each equity Fund may invest in securities
purchased in an initial public offering. Each equity Fund also may invest in
American Depositary Receipts, European Depositary Receipts and, with respect to
10% (100% for the International Fund) of total assets, debt and equity
securities of foreign issuers. Further, each equity Fund may purchase and sell
covered put and call options on securities, index and interest rate futures
contracts and options on futures contracts.

--------

Portfolio securities of each Fund are kept under continuing supervision and
changes may be made whenever, in the opinion of the Portfolio Management Agent,
a security no longer seems to meet the objective of the Fund. Portfolio changes
also may be made to increase or decrease investments in anticipation of changes
in security prices in general or to provide funds required for redemptions,
distributions to shareholders or other corporate purposes. Neither the length of
time a security has been held nor the rate of turnover of a Fund's portfolio is
considered a limiting factor on such changes.

--------

Each Fund may purchase debt obligations that are not rated if, in the
opinion of the Portfolio Management Agent, they are of investment quality at
least comparable to other rated investments that may be purchased by the Fund.
After purchase by a Fund, a security may cease to be rated or its rating may be
reduced below the minimum required for purchase by the Fund. Neither event will
require a Fund (other than a Money Market Fund) to sell such security unless the
amount of such security exceeds permissible limits. However, the Portfolio
Management Agent will reassess promptly whether the security presents minimal
credit risks and determine whether continuing to hold the security is in the
best interests of the Fund. To the extent that the ratings given by Moody's, S&P
or another nationally recognized statistical rating organization for securities
may change as a result of changes in the rating systems or due to corporate
reorganization of such rating organizations, a Fund will attempt to use
comparable ratings as standards for its investments in accordance with the
investment objectives and policies of the Fund. The ratings of Moody's and S&P
are more fully described in the Appendix to the Statement of Additional
Information. A Money Market Fund may be required to sell a security downgraded
below the minimum required for purchase, absent a specific finding by the
Company's Board of Directors that a sale is not in the best interests of the
Fund.

INVESTMENT STRATEGIES

ASSET-BACKED SECURITIES. All of the equity Funds as well as the
Short/Intermediate Fund, the Bond Fund, the Government Fund, the Intermediate
Tax- Exempt Fund, the Tax-Exempt Fund and the Money Fund may purchase asset-
backed securities, which represent a participation in, or are secured by and
payable from, a stream of payments generated by particular assets, most often a
pool of assets similar to one another. With respect to asset-backed securities
purchased by the equity Funds, the Intermediate Bond Fund and the Bond Fund,
assets generating payments will consist of motor vehicle installment purchase
obligations, credit card receivables and home equity loans, equipment leases,
manufactured housing loans and marine loans. The asset-backed securities
purchased by the Intermediate Tax-Exempt Fund, the Tax-Exempt Fund and the
Tax-Exempt Money Fund represent units of beneficial interest in pools of
purchasing contracts, financing leases and sales agreements entered into by
municipalities. The Govern-

<PAGE>

ment Fund may invest in asset-backed trusts collateralized by the U.S. Treasury
or certain other U.S. government agencies and instrumentalities. In accordance
with guidelines established by the Boards of Trustees and Directors, as the case
may be, asset-backed securities may be considered illiquid securities and,
therefore, may be subject to a Fund's 15% (or, in the case of the Intermediate
Bond Fund, the Equity Fund and the Money Market Funds, 10%) limitation on such
investments.

The estimated life of an asset-backed security varies with prepayment
experience with respect to underlying debt instruments. The rate of such
prepayments, and therefore the life of the asset-backed security, will be
primarily a function of current market interest rates, although other economic
and demographic factors may be involved. In periods of falling interest rates,
the rate of prepayments tends to increase. During such periods, the reinvestment
of prepayment proceeds by a Fund will generally be at lower rates than the rates
that were carried by the obligations that have been prepaid. Because of these
and other reasons, an asset-backed security's total return may be difficult to
predict precisely. If a Fund purchases asset-backed securities at a premium,
prepayments may result in some loss of the Fund's principal investment to the
extent of premium paid.

BANK INVESTMENT CONTRACTS. The Short/Intermediate Fund, the Bond Fund and
the Money Fund may invest in bank investment contracts (``BICs'') which are debt
obligations issued by banks. BICs require a Fund to make cash contributions to a
deposit account at a bank in exchange for payments at negotiated, floating or
fixed interest rates. A BIC is a general obligation of the issuing bank. BICs
are considered illiquid securities and will be subject to each Fund's 10% (15%
with respect to the Bond Fund) limitation on such investments, unless there is
an active and substantial secondary market for the particular instrument and
market quotations are readily available in accordance with guidelines
established by the Board of Directors or the Board of Trustees, as the case may
be. All purchases of BICs will be subject to the applicable quality requirements
described under ``Investment Objectives and Policies.''

BANK OBLIGATIONS. Bank obligations include negotiable certificates of
deposit, bankers' acceptances and fixed time deposits. The Money Fund limits its
investments in domestic bank obligations to obligations of U.S. banks (including
foreign branches and thrift institutions) that have more than $1 billion in
total assets at the time of investment and are members of the Federal Reserve
System, are examined by the Comptroller of the Currency or whose deposits are
insured by the Federal Deposit Insurance Corporation (``U.S. banks''). The Money
Fund limits its investments in foreign bank obligations to U.S.
dollar-denominated obligations of foreign banks (including U.S. branches): (a)
which banks at the time of investment (i) have more than $10 billion, or the
equivalent in other currencies, in total assets and (ii) are among the 100
largest banks in the world, as determined on the basis of assets, and have
branches or agencies in the U.S.; and (b) which obligations, in the opinion of
the Portfolio Management Agent, are of an investment quality comparable to
obligations of U.S. banks that may be purchased by the Money Fund. Each of the
Intermediate Bond Fund and the Money Fund may invest more than 25% of the
current value of its total assets in obligations (including repurchase
agreements) of: (a) U.S. banks; (b) U.S. branches of foreign banks that are
subject to the same regulation as U.S. banks by the U.S. Government or its
agencies or instrumentalities; or (c) foreign branches of U.S. banks if the U.S.
banks would be unconditionally liable in the event the foreign branch failed to
pay on such obligations for any reason. The profitability of the banking
industry is largely

<PAGE>

dependent upon the availability and cost of funds to finance lending operations
and the quality of underlying bank assets. In addition, domestic and foreign
banks are subject to extensive but different government regulation which may
limit the amount and types of their loans and the interest rates that may be
charged. Obligations of foreign banks involve somewhat different investment
risks from those associated with obligations of U.S. banks. See ``Foreign
Securities.''

CONVERTIBLE SECURITIES. All of the equity Funds, the Convertible Securities
Fund and the Bond Fund may invest in convertible securities. Appropriate ratings
and types of convertible securities for each of these Funds are provided in the
description of each Fund starting on page 9 above. Because convertible
securities have the characteristics of both fixed-income securities and common
stock, they sometimes are called ``hybrid'' securities. Convertible bonds,
debentures and notes are debt obligations offering a stated interest rate;
convertible preferred stocks are senior securities offering a stated dividend
rate. Convertible securities will at times be priced in the market like other
fixed income securities: that is, their prices will tend to rise when interest
rates decline and will tend to fall when interest rates rise. However, because a
convertible security provides an option to the holder to exchange the security
for either a specified number of the issuer's common shares at a stated price
per share or the cash value of such common shares, the security market price
will tend to fluctuate in relation to the price of the common shares into which
it is convertible. Thus, convertible securities ordinarily will provide
opportunities both for producing current income and longer term capital
appreciation. Because convertible securities are usually viewed by the issuer as
future common stock, they are generally subordinated to other senior securities
and therefore are rated one category lower than the issuer's non-convertible
debt obligations or preferred stock.

EXCHANGE RATE-RELATED SECURITIES. The International Fund may invest in
securities for which the principal repayment at maturity, while paid in U.S.
dollars, is determined by reference to the exchange rate between the U.S. dollar
and the currency of one or more foreign countries (``Exchange Rate-Related
Securities''). The interest payable on these securities is denominated in U.S.
dollars and is not subject to foreign currency risk and, in most cases, is paid
at rates higher than most other similarly rated securities in recognition of the
foreign currency risk component of Exchange Rate-Related Securities.

Investments in Exchange Rate-Related Securities entail certain risks. There
is the possibility of significant changes in rates of exchange between the U.S.
dollar and any foreign currency to which an Exchange Rate-Related Security is
linked. In addition, there is no assurance that sufficient trading interest to
create a liquid secondary market will exist for a particular Exchange
Rate-Related Security due to conditions in the debt and foreign currency
markets. Illiquidity in the forward foreign exchange market and the high
volatility of the foreign exchange market may, from time to time, combine to
make it difficult to sell an Exchange Rate-Related Security prior to maturity
without incurring a significant price loss.

FLOATING AND VARIABLE RATE INSTRUMENTS. All of the Funds may
purchase
instruments (municipal obligations in the case of the Intermediate Tax-Exempt
Fund and the Tax-Exempt Fund and instruments issued by the U.S. Treasury or
certain U.S. Government agencies or instrumentalities in the case of the
Government Fund) having a floating or variable rate of interest. These
obligations bear interest at rates that are not fixed, but vary with changes in
specified market rates or indices, such as the prime rate, or at specified
intervals. Certain of these obligations may carry a demand feature that would
permit the holder to tender them back to the issuer at par value prior to
maturity. The Money Market Funds may each invest in a floating or variable rate
obligation even if it carries a stated

<PAGE>

maturity in excess of thirteen months upon compliance with certain conditions
contained in a rule of the Commission, in which case such obligation will be
treated as having a maturity not exceeding thirteen months. Each Fund will limit
its purchases of floating and variable rate obligations to those of the same
quality as it otherwise is allowed to purchase.

A floating or variable rate instrument may be subject to the Fund's
percentage limitation on illiquid investments if there is no reliable trading
market for the investment or if the Fund may not demand payment of the principal
amount within seven days.

FOREIGN SECURITIES. The International Fund may invest up to 100% of its
total assets, and each of the remaining equity Funds may invest up to 10% of
total assets in dollar-denominated foreign equity and debt securities. Each
equity Fund may also invest in American Depositary Receipts (``ADRs'') and
European Depositary Receipts. ADRs are certificates issued by a U.S. depository
(usually a bank) and represent a specified quantity of shares of an underlying
non-U.S. stock on deposit with a custodian bank as collateral. European
Depository Receipts are typically issued by foreign banks and trust companies
(although they may also be issued by U.S. banks or trust companies) and evidence
ownership of underlying securities issued by either a foreign or a U.S.
corporation.

The Intermediate Bond Fund and the Bond Fund (each with respect to 20% of
its total assets) as well as the Money Fund may invest in non-convertible (and
convertible in the case of the Bond Fund) debt obligations of foreign banks,
foreign corporations and foreign governments which obligations are denominated
in and pay interest in U.S. dollars. The Convertible Securities Fund may invest
in dollar-denominated Eurodollar securities convertible into the common stock of
domestic corporations. The Government Fund may invest in dollar-denominated
Eurodollar securities that are guaranteed by the U.S. Government or its agencies
or instrumentalities. Investments in foreign securities involve certain
considerations that are not typically associated with investing in domestic
securities. For example, investments in foreign securities typically involve
higher transaction costs than investments in U.S. securities. Foreign
investments may have risks associated with currency exchange rates, political
instability, less complete financial information about the issuers and less
market liquidity than domestic securities. Future political and economic
developments, possible imposition of withholding taxes on income, seizure or
nationalization of foreign holdings, establishment of exchange controls or the
adoption of other governmental restrictions might adversely affect the payment
of principal and interest on foreign obligations. In addition, foreign banks and
foreign branches of domestic banks may be subject to less stringent reserve
requirements and to different accounting, auditing and recordkeeping
requirements than domestic banks.

FORWARD CONTRACTS. All equity Funds may enter into forward foreign currency
exchange contracts for the purchase and sale of a fixed quantity of a foreign
currency at a future date (``Forward Contracts''). These Funds may enter into
Forward Contracts for hedging purposes as well as non-hedging purposes. By
entering into transactions in Forward Contracts, however, a Fund may be required
to forego the benefits of advantageous changes in exchange rates and, in the
case of Forward Contracts entered into for non-hedging purposes, the Fund may
sustain losses which will reduce its gross income. A Fund may also enter into a
Forward Contract on one currency in order to hedge against risk of loss arising
from fluctuations in the value of a second currency (referred to as a ``cross
hedge'') if, in the judgment of the Portfolio Management Agent, a reasonable
degree of correlation can be expected between movements in the values of the two
currencies. Forward Contracts are traded over-the-counter, and not on organized
commodities or securities exchanges. As a

<PAGE>

result, such contracts operate in a manner distinct from exchange-traded
instruments, and their use involves certain risks beyond those associated with
transactions in futures contracts or options traded on exchanges. Each equity
Fund has established procedures consistent with statements of the Securities and
Exchange Commission and its staff regarding the use of Forward Contracts by
registered investment companies, which require use of segregated assets or
``cover'' in connection with the purchase and sale of such contracts.

GOVERNMENT SECURITIES. Government Securities consist of obligations issued
or guaranteed by the U.S. Government, its agencies, instrumentalities or
sponsored enterprises.

GUARANTEED INVESTMENT CONTRACTS. The Short/Intermediate Fund, the Bond
Fund
and the Money Fund may invest in guaranteed investment contracts (``GICs'')
issued by U.S. and Canadian insurance companies. GICs require a Fund to make
cash contributions to a deposit fund of an insurance company's general account.
The insurance company then makes payments to the Fund based on negotiated,
floating or fixed interest rates. A GIC is a general obligation of the issuing
insurance company and not a separate account. The purchase price paid for a GIC
becomes part of the general assets of the insurance company, and the contract is
paid from the insurance company's general assets. Generally, GICs are not
assignable or transferable without the permission of the issuing insurance
companies, and an active secondary market in GICs does not currently exist. In
accordance with guidelines established by the Trust's Board of Trustees (or the
Company's Board of Directors with respect to the Money Fund), GICs may be
considered illiquid securities and, therefore, subject to the Short/Intermediate
Fund's, the Bond Fund's 15% and the Money Fund's 10% limitation on such
investments. All purchases of GICs by the Fund will be subject to the applicable
quality requirements described under ``Investment Objectives and Policies.''

ILLIQUID SECURITIES. Each Fund may invest up to 15% (10% in the case of the
Equity Fund, the Short/Intermediate Fund and the Money Market Funds) of the
value of its net assets in securities that are considered illiquid. Repurchase
agreements and time deposits that do not provide for payment to the Fund within
seven days after notice or which have a term greater than seven days are deemed
illiquid securities for this purpose, unless such securities are variable amount
master demand notes with maturities of nine months or less or unless the
Portfolio Management Agent or Investment Adviser has determined under the
supervision and direction of the Trust's Board of Trustees or the Company's
Board of Directors, as the case may be, that an adequate trading market exists
for such securities or that market quotations are readily available.

Each Fund may also purchase Rule 144A securities sold to institutional
investors without registration under the Securities Act of 1933 and commercial
paper issued in reliance upon the exemption in Section 4(2) of the Securities
Act of 1933. These securities may be determined to be liquid in accordance with
guidelines established by the Portfolio Management Agent or Investment Adviser
and approved by the Trust's Board of Trustees or the Company's Board of
Directors, as the case may be. The Board of Trustees or Directors will monitor
the Portfolio Management Agent's or Investment Adviser's implementation of these
guidelines on a periodic basis.

INDEX AND INTEREST RATE FUTURES CONTRACTS; OPTIONS. All equity
Funds, the
Convertible Securities Fund, the Bond Fund, the Government Fund, the
Intermediate Tax-Exempt Fund and the Tax-Exempt Fund may attempt to reduce the
risk of investments in securities by hedging a portion of its portfolio through
the use of futures contracts on indices and options on such indices traded on
national securities

<PAGE>

exchanges. All equity Funds, the Convertible Securities Fund, the Bond Fund, the
Government Fund, the Intermediate Tax-Exempt Fund and the Tax-Exempt Fund may
attempt to reduce the risk of investment in debt securities by hedging a portion
of its portfolio through the use of interest rate futures and options on such
futures contracts. Each such Fund will use futures contracts and options on such
futures contracts only as a hedge against anticipated changes in the values of
securities held in its portfolio or in the values of securities that it intends
to purchase.

All equity Funds, the Convertible Securities Fund, the Bond Fund, the
Government Fund, the Intermediate Tax-Exempt Fund and the Tax-Exempt Fund may
invest in covered put and covered call options and may write covered put and
covered call options on securities in which they may invest directly and that
are traded on registered domestic security exchanges or over-the-counter.

The use of index and interest rate futures contracts and options may expose
a Fund to additional risks and transaction costs. Risks inherent in the use of
such instruments include: (1) the risk that interest rates, securities prices or
currency markets will not move in the direction that the Portfolio Management
Agent anticipates; (2) the existence of an imperfect correlation between the
price of such instruments and movements in the prices of the securities,
interest rates or currencies being hedged; (3) the fact that skills needed to
use these strategies are different than those needed to select portfolio
securities; (4) the possible inability to close out certain hedged positions may
result in adverse tax consequences; (5) the possible absence of a liquid
secondary market for any particular instrument and possible exchange-imposed
price fluctuation limits, either of which may make it difficult or impossible to
close out a position when desired; (6) the leverage risk, that is, the risk that
adverse price movements in an instrument can result in a loss substantially
greater than a Fund's initial investment in that instrument (in some cases, the
potential loss is unlimited); and (7) particularly in the case of privately-
negotiated instruments, the risk that the counterparty will fail to perform its
obligations, which could leave a Fund worse off than if it had not entered into
the position.

When a Fund invests in index and interest rate futures contracts and
options, it may be required to segregate cash and other high-grade liquid assets
or certain portfolio securities to ``cover'' the Fund's position. Assets
segregated or set aside generally may not be disposed of so long as a Fund
maintains the positions requiring segregation or cover. Segregating assets could
diminish a Fund's return due to the opportunity losses of foregoing other
potential investments with the segregated assets.

See ``Investment Strategies'' in the Statement of Additional Information.

INVERSE FLOATING RATE OBLIGATIONS. All fixed income Funds may invest in so
called ``inverse floating rate obligations'' or ``residual interest'' bonds, or
other related obligations or certificates structured to have similar features.
Such obligations generally have floating or variable interest rates that move in
the opposite direction of short-term interest rates and generally increase or
decrease in value in response to changes in short-term interest rates at a rate
which is a multiple (typically two) of the rate at which fixed-rate, long-term,
tax-exempt securities increase or decrease in response to such changes. As a
result, such obligations have the effect of providing investment leverage and
may be more volatile than long-term, fixed-rate, tax-exempt obligations.

The Bond Fund, the Short/Intermediate Fund and the Government Fund may
invest in mortgage-backed securities (see description of ``mortgage-related
securities'' below) that have an inverse floating rate.

<PAGE>

INVESTMENT COMPANY SECURITIES. In connection with the management of its
daily cash positions, each Fund may invest in securities issued by investment
companies that invest in short-term debt securities (which may include municipal
obligations that are exempt from federal income taxes) and which seek to
maintain a $1.00 net asset value per share. To the extent that the Tax-Exempt
Money Fund invests in such investment companies, it will invest in investment
companies that invest primarily in municipal obligations that are exempt from
federal income taxes. Each Fund, other than the Equity Fund and the
Short/Intermediate Fund, may also invest in securities issued by investment
companies that invest in securities in which such Fund could invest directly.
Securities of investment companies may be acquired by any of the Funds within
the limits prescribed by the Investment Company Act of 1940, as amended (the
``1940 Act''). These limit each such Fund so that: (i) not more than 5% of the
value of its total assets will be invested in the securities of any one
investment company; (ii) not more than 10% of the value of its total assets will
be invested in the aggregate in securities of investment companies as a group;
and (iii) not more than 3% of the outstanding voting stock of any one investment
company will be owned by the Fund or by the Trust or the Company as a whole. As
a shareholder of another investment company, a Fund would bear, along with other
shareholders, its pro rata portion of the other investment company's expenses,
including advisory fees. These expenses would be in addition to the advisory and
other expenses that a Fund bears directly in connection with its own operations.

LETTERS OF CREDIT. Debt obligations, including municipal obligations,
certificates of participation, commercial paper and other short-term
obligations, may be backed by an irrevocable letter of credit of a bank. Only
banks that, in the opinion of the Portfolio Management Agent, are of investment
quality comparable to other permitted investments of a Fund, may be used for
letter of credit-backed investments.

LOANS OF PORTFOLIO SECURITIES. Each of the Funds (except the Money Market
Funds) may lend to brokers, dealers and financial institutions securities from
its portfolio representing up to one third of the Fund's net assets. However,
such loans may be made only if cash or cash equivalent collateral, including
letters of credit, marked-to-market daily and equal to at least 100% of the
current market value of the securities loaned (including accrued interest and
dividends thereon) plus the interest payable to the Fund with respect to the
loan is maintained by the borrower with the Fund in a segregated account. In
determining whether to lend a security to a particular broker, dealer or
financial institution, the Portfolio Management Agent or Investment Sub-Adviser
will consider all relevant facts and circumstances, including the
creditworthiness of the broker, dealer or financial institution. No Fund will
enter into any portfolio security lending arrangement having a duration longer
than one year. Any securities that a Fund may receive as collateral will not
become part of the Fund's portfolio at the time of the loan and, in the event of
a default by the borrower, the Fund will, if permitted by law, dispose of such
collateral except for such part thereof that is a security in which the Fund is
permitted to invest. During the time securities are on loan, the borrower will
pay the Fund any accrued income on those securities, and the Fund may invest the
cash collateral and earn additional income or receive an agreed upon fee from a
borrower that has delivered cash equivalent collateral. Loans of securities by a
Fund will be subject to termination at the Fund's or the borrower's option. Each
Fund may pay reasonable administrative and custodial fees in connection with a
securities loan and may pay a negotiated fee to the borrower or the placing
broker. Borrowers and placing brokers may not be affiliated, directly or
indirectly, with the Trust, the Company, the Investment Adviser, the Investment
Sub-Adviser, the Portfolio Management Agent or the Distributor.

<PAGE>

MORTGAGE-RELATED SECURITIES. All equity Funds, the Short/Intermediate Fund,
the Bond Fund, and the Government Fund may invest in mortgage-backed securities,
including collateralized mortgage obligations (``CMOs'') and Government Stripped
Mortgage-Backed Securities. The Government Fund may purchase such securities
only if they represent interests in an asset-backed trust collateralized by the
Government National Mortgage Association (``GNMA''), the Federal National
Mortgage Association (``FNMA''), or the Federal Home Loan Mortgage Corporation
(``FHLMC'').

Government Stripped Mortgage-Backed Securities are mortgage-backed
securities issued or guaranteed by GNMA, FNMA or FHLMC. These securities
represent beneficial ownership interests in either periodic principal
distributions (``principal-only'') or interest distributions (``interest-only'')
on mortgage-backed certificates issued by GNMA, FNMA or FHLMC, as the case may
be. The certificates underlying the Government Stripped Mortgage-Backed
Securities represent all or part of the beneficial interest in pools of mortgage
loans.

CMOs are types of bonds secured by an underlying pool of mortgages or
mortgage pass-through certificates that are structured to direct payments on
underlying collateral to different series or classes of obligations. To the
extent that CMOs are considered to be investment companies, investment in such
CMOs will be subject to the percentage limitations described under ``Investment
Company Securities.''

The average life of a mortgage-backed instrument, in particular, is likely
to be substantially less than the original maturity of the mortgage pools
underlying the securities as the result of scheduled principal payments and
mortgage prepayments. The rate of such mortgage prepayments, and hence the life
of the certificates, will be primarily a function of current market rates and
current conditions in the relevant housing markets. In calculating the average
weighted maturity of the fixed income Funds, the maturity of mortgage-backed
instruments will be based on estimates of average life.

MUNICIPAL LEASES. The Intermediate Tax-Exempt Fund and the Tax-Exempt Fund
may each invest in municipal leases, which are generally participations in
intermediate- and short-term debt obligations issued by municipalities and
consisting of leases or installment purchase contracts for property or
equipment. Although lease obligations do not constitute general obligations of
the municipality for which the municipality's taxing power is pledged, a lease
obligation is ordinarily backed by the municipality's covenant to budget for,
appropriate and make the payments due under the lease obligation. However,
certain lease obligations contain ``non-appropriation'' clauses which provide
that the municipality has no obligation to make lease or installment purchase
payments in future years unless money is appropriated for such purpose on a
yearly basis. Although ``non-appropriation'' lease obligations are secured by
the leased property, disposition of the property in the event of foreclosure may
prove difficult. Municipal lease obligations may be considered illiquid
securities and may be subject to each Fund's 15% limitation on such investments.
These securities may be determined to be liquid by the Portfolio Management
Agent in accordance with its procedures and subject to the supervision and
direction by the Board of Trustees of the Trust. See ``Investment Strategies --
Municipal Leases'' in the Statement of Additional Information.

MUNICIPAL OBLIGATIONS. The Balanced Fund, the Short/Intermediate Fund, the
Bond Fund, the Intermediate Tax-Exempt Fund, the Tax-Exempt Fund and the
Tax-Exempt Money Fund may purchase municipal obligations. As a matter of
fundamental policy, the Intermediate Tax-Exempt Fund and the Tax-Exempt Fund
will invest primarily (i.e., at least 80% of assets under normal circumstances)
in municipal obligations. Municipal bonds generally have a maturity at the time
of

<PAGE>

issuance of up to 30 years. (The Tax-Exempt Money Fund may invest only in
short-term municipal obligations that have remaining maturities not exceeding
thirteen months.) Municipal notes generally have maturities at the time of
issuance of three years or less. These notes are generally issued in
anticipation of the receipt of tax funds, the proceeds of bond placements or
other revenues. The ability of an issuer to make payments is therefore dependent
on these tax receipts, proceeds from bond sales or other revenues, as the case
may be. Municipal commercial paper is a debt obligation with an effective
maturity or put date of 270 days or less that is issued to finance seasonal
working capital needs or as short-term financing in anticipation of longer-term
debt.

The two principal classifications of municipal obligations are ``general
obligation'' securities and ``revenue'' securities. General obligation
securities are secured by the issuer's pledge of its full faith, credit and
taxing power for the payment of principal and interest. Revenue securities are
payable only from the revenues derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise tax or from
other specific revenue sources such as the user of the facility being financed.
Revenue securities include private activity bonds (also known as industrial
revenue bonds), which may be purchased only by the Intermediate Tax-Exempt Fund
and the Tax-Exempt Fund and which are not payable from the unrestricted revenues
of the issuer. Consequently, the credit quality of private activity bonds is
usually directly related to the credit standing of the corporate user of the
facility involved.

Certain other of the municipal obligations in which the Funds may invest
are:

TANS. The Intermediate Tax-Exempt Fund and the Tax-Exempt Fund may invest
in tax anticipation notes (``TANs''). The possible inability or failure of a
municipal issuer to raise taxes as a result of such events as a decline in its
tax base or a rise in delinquencies could adversely affect the issuer's ability
to meet its obligations on outstanding TANs. Furthermore, some municipal issuers
include various tax proceeds in a general fund that is used to meet obligations
other than those of the outstanding TANs. Use of such a general fund to meet
various obligations could affect the likelihood of making payments on TANs.

BANS. The Intermediate Tax-Exempt Fund and the Tax-Exempt Fund may invest
in bond anticipation notes (``BANs''). The ability of a municipal issuer to meet
its obligations on its BANs is primarily dependent on the issuer's adequate
access to the longer term municipal bond market and the likelihood that the
proceeds of such bond sales will be used to pay the principal of, and interest
on, BANs.

RANS. The Intermediate Tax-Exempt Fund and the Tax-Exempt Fund may invest
in revenue anticipation notes (``RANs''). A decline in the receipt of certain
revenues, such as anticipated revenues from another level of government, could
adversely affect an issuer's ability to meet its obligations on outstanding
RANs. In addition, the possibility that the revenues would, when received, be
used to meet other obligations could adversely affect the ability of the issuer
to pay the principal of, and interest on, RANs.

See ``Investment Strategies'' in the Statement of Additional Information.

REPURCHASE AGREEMENTS. Each of the Funds may purchase portfolio securities
subject to the seller's agreement to repurchase them at a mutually agreed upon
time and price, which includes an amount representing interest on the purchase
price. Each of the Funds may enter into repurchase agreements only with respect
to obligations that could otherwise be purchased by the Fund. The seller will be
required to maintain in a segregated account for the Fund cash or cash
equivalent collateral equal to at least 100% of the repurchase price (including
accrued interest).

<PAGE>

Default or bankruptcy of the seller would expose a Fund to possible loss because
of adverse market action, delays in connection with the disposition of the
underlying obligations or expenses of enforcing its rights.

REVERSE REPURCHASE AGREEMENTS. All equity and fixed income Funds may
borrow
funds for temporary purposes by selling portfolio securities to financial
institutions such as banks and broker/dealers and agreeing to repurchase them at
a mutually specified date and price (``reverse repurchase agreements''). Reverse
repurchase agreements involve the risk that the market value of the securities
sold by a Fund may decline below the repurchase price. A Fund would pay interest
on amounts obtained pursuant to a reverse repurchase agreement.

A Fund may not enter into a repurchase agreement or reverse repurchase
agreements if, as a result, more than 15% (10% with respect to the Equity Fund,
the Intermediate Bond Fund and the Money Market Funds) of the market value of
the Fund's total net assets would be invested in repurchase agreements or
reverse repurchase agreements with a maturity of more than seven days and in
other illiquid securities. The Funds will enter into repurchase agreements and
reverse repurchase agreements only with registered broker/dealers and commercial
banks that meet guidelines established by the Trust's Board of Trustees or the
Company's Board of Directors, as the case may be.

SECURITIES WITH PUTS. In order to maintain liquidity, all equity Funds, the
Short/Intermediate Fund, the Bond Fund, the Government Fund, the Intermediate
Tax-Exempt Fund, the Tax-Exempt Fund, the Government Money Fund, the Money Fund
and the Tax-Exempt Money Fund may enter into puts with respect to portfolio
securities with banks or broker/dealers that, in the opinion of the Portfolio
Management Agent or, the Investment Adviser with respect to the Tax-Exempt Money
Market Fund or, with respect to the International Fund, the Investment
Sub-Adviser, present minimal credit risks. The ability of these Funds to
exercise a put will depend on the ability of the bank or broker/dealer to pay
for the underlying securities at the time the put is exercised. In the event
that a bank or broker/dealer defaults on its obligation to repurchase an
underlying security, the Fund might be unable to recover all or a portion of any
loss sustained from having to sell the security elsewhere.

STAND-BY COMMITMENTS. The Balanced Fund, the Intermediate Tax-Exempt Fund
and the Tax-Exempt Fund may acquire ``stand-by commitments'' with respect to
obligations held by it. Under a stand-by commitment, a dealer agrees to
purchase, at the Fund's option, specified obligations at a specified price. The
acquisition of a stand-by commitment may increase the cost, and thereby reduce
the yield, of the obligations to which the commitment relates. These Funds will
acquire stand-by commitments solely to facilitate portfolio liquidity and do not
intend to exercise their rights thereunder for trading purposes. Stand-by
commitments acquired by a Fund will be valued at zero in determining the Fund's
net asset value.

STRIPPED SECURITIES. The International Fund and the Money Market Funds may
purchase participations in trusts that hold U.S. Treasury and agency securities
(such as TIGRs and CATs) and also may purchase Treasury receipts and other
stripped securities, which represent beneficial ownership interests in either
future interest payments or the future principal payments on the securities held
by the trust. These instruments are issued at a discount from their ``face
value'' and may (particularly in the case of stripped mortgage-backed
securities) exhibit greater price volatility than ordinary debt securities
because of the manner in which their principal and interest are returned to
investors. Participations in TIGRs, CATs and other similar trusts are not
considered U.S. Government securities. Stripped securities will normally be
considered illiquid investments and will be acquired subject to the limitations
on illiquid investments unless determined to be liquid under guidelines
established by the Boards of Trustees and Directors.

<PAGE>

U.S. GOVERNMENT OBLIGATIONS. U.S. Government Obligations consist of bills,
notes and bonds issued by the U.S. Treasury. They are direct obligations of the
U.S. Government and differ primarily in the length of their maturities.

U.S. GOVERNMENT AGENCY AND INSTRUMENTALITY OBLIGATIONS.
Obligations of the
U.S. Government agencies and instrumentalities are debt securities issued by
U.S. Government-sponsored enterprises and federal agencies. Some of these
obligations are supported by: (a) the full faith and credit of the U.S. Treasury
(such as Government National Mortgage Association participation certificates);
(b) the limited authority of the issuer to borrow from the U.S. Treasury (such
as securities of the Federal Home Loan Bank); (c) the authority of the U.S.
Government to purchase certain obligations of the issuer (such as securities of
the Federal National Mortgage Association); or (d) the credit of the issuer
only. In the case of obligations not backed by the full faith and credit of the
U.S., the investor must look principally to the agency issuing or guaranteeing
the obligation for ultimate repayment.

VARIABLE AMOUNT MASTER DEMAND NOTES. The Short/Intermediate Fund
and the
Money Fund may invest in variable amount master demand notes and in convertible
and non-convertible debt securities of domestic corporations and of foreign
corporations and governments that are denominated in and pay interest in U.S.
dollars, consisting of notes, bonds and debentures (i) in the case of the Money
Fund, that have thirteen months or less remaining to maturity and (ii) in the
case of the remaining Funds, that are rated ``Baa'' or better by Moody's or
``BBB'' or better by S&P. Such securities must meet the applicable quality
standards described under ``Investment Objectives and Policies''. Variable
amount master demand notes differ from ordinary commercial paper in that they
are issued pursuant to a written agreement between the issuer and the holder.
Their amounts may from time to time be increased by the holder (subject to an
agreed maximum) or decreased by the holder or the issuer; they are payable on
demand or after an agreed-upon notice period, e.g., seven days; and the rates of
interest vary pursuant to an agreed-upon formula. Generally, master demand notes
are not rated by a rating agency. However, a Fund may invest in these
obligations if, in the opinion of the Portfolio Management Agent, they are of an
investment quality comparable to rated securities in which the Fund may invest.
The Portfolio Management Agent monitors the creditworthiness of issuers of
master demand notes on a daily basis. Transfer of these notes is usually
restricted by the issuer, and there is no secondary trading market for these
notes. A Fund may not invest in a master demand note with a demand notice period
of more than seven days, if, as a result, more than 15% (10% in the case of the
Intermediate Bond Fund and Money Fund) of the value of the Fund's total net
assets would be invested in these notes, together with other illiquid
securities.

WARRANTS. Each of the Growth Fund, the Equity Fund, the Equity Income Fund,
the Small-Cap Fund, the International Fund, the Balanced Fund and the
Convertible Securities Fund may invest up to 5% of its respective net assets at
the time of purchase, and the Index Fund may invest without such limitation, in
warrants (other than those that have been acquired in units or attached to other
securities) on securities in which it may invest directly. Warrants represent
rights to purchase securities at a specific price valid for a specific period of
time.

<PAGE>

advisable. The purchase price and the interest rate that will be received are
fixed at the time of the commitment. When-issued securities are subject to
market fluctuation and no income accrues to the purchaser prior to issuance.
Purchasing a security on a when-issued basis can involve a risk that the market
price at the time of delivery may be lower than the agreed upon purchase price.

ZERO COUPON SECURITIES. Each of the Funds except the Convertible Securities
Fund and the Money Market Funds may invest in zero coupon securities. These
securities are debt obligations that do not entitle the holder to any periodic
payments of interest prior to maturity and are issued and traded at a discount.
The values of zero coupon securities are subject to greater fluctuations than
are the values of income securities that distribute income regularly. Zero
coupon securities (which are not issued or guaranteed by the U.S. Government)
may be created by separating the interest and principal component of government
securities or securities issued by private corporate issuers.

INVESTMENT LIMITATIONS

This section outlines each Fund's policies that only may be changed by a
majority vote of shareholders.

Unless otherwise noted, the foregoing investment objectives and related
policies and activities of each of the Funds are not fundamental and may be
changed by the Trust's Board of Trustees or the Company's Board of Directors, as
the case may be, without the approval of shareholders, provided that, with
respect to the Short/Intermediate, Equity and Money Market Funds, the policy
relating to investment company securities is a fundamental investment policy. If
there is a change in a Fund's investment objective, shareholders should consider
whether the Fund remains an appropriate investment in light of their then
current financial position and needs.

As matters of fundamental policy, which only may be changed with approval
by the vote of the holders of a majority of the Fund's outstanding voting
securities, as described in the Statement of Additional Information, no Fund
may: (1) purchase the securities of issuers conducting their principal business
activity in the same industry if, immediately after the purchase and as a result
thereof, the value of its investments in that industry would exceed 25% of the
current value of its total assets, provided that there is no limitation with
respect to investments (a) in municipal obligations (for the purpose of this
restriction, private activity bonds shall not be deemed municipal obligations if
the payment of principal and interest on such bonds is the ultimate
responsibility of non-governmental users); (b) in obligations of the U.S.
Government, its agencies or instrumentalities; or (c) in the case of the Money
Fund, in certain bank obligations in which the Fund may invest, as set forth in
this Prospectus; (2) invest more than 5% of the current value of its total
assets in the securities of any one issuer, other than obligations of the U.S.
Government, its agencies or instrumentalities, except that up to 25% of the
value of the total assets of a Fund (other than the Money Fund and the
Government Money Fund) may be invested without regard to this limitation; (3)
purchase securities of an issuer if, as a result, with respect to 75% of its
total assets, it would own more than 10% of the voting securities of such
issuer; or (4) borrow from banks, except that a Fund may borrow up to 10% of the
current value of its total assets for temporary purposes only in order to meet
redemptions, and these borrowings may be secured by the pledge of up to 10% of
the current value of the Fund's net assets (but investments may not be purchased
while borrowings are in excess of 5%). It is also a fundamental policy that each
Fund may make loans of portfolio securities, and, with respect to the Equity
Fund, the Short/Intermediate Fund and the Money Market Funds, invest up to 10%
of the current value of its net assets in repurchase agreements having
maturities of more than seven days,

<PAGE>

variable amount master demand notes having notice periods of more than seven
days, fixed time deposits subject to withdrawal penalties having maturities of
more than seven days, and securities that are not readily marketable. Although
not a matter of fundamental policy, the Funds consider the securities of foreign
governments to be a separate industry for purposes of the 25% asset limitation
on investments in the securities of issuers conducting their principal business
activity in the same industry.

With respect to the second investment limitation set forth above, each of
the Money Fund and the Government Money Fund may invest more than 5% of its
total assets in the securities of a single issuer for a period of up to three
business days after the purchase thereof, so long as it does not make more than
one such investment at any one time.

MANAGEMENT

The Trust and the Company are managed under the direction of their
governing Boards of Trustees and Directors, respectively. Each individual listed
below is a member of both the Trust's Board of Trustees and the Company's Board
of Directors. The principal occupation of each individual is also listed below.

Trustees and Directors

Edgar R. Fiedler Vice President and Economic Counsellor, The Conference
Board.

C. Gary Gerst Chairman of the Board of Directors and Trustees;
Chairman Emeritus, La Salle Partners, Ltd. (Real
Estate Developer and Manager).

John W. McCarter, Jr. Senior Vice President, Booz-Allen & Hamilton, Inc.
(Consulting Firm); Director of W.W. Grainger, Inc.

Ernest M. Roth Consultant; Retired Senior Vice President and Chief
Financial Officer, Commonwealth Edison Company.

INVESTMENT ADVISER

This section high- lights the experience, services offered, and compensation of
the Funds' Adviser.

Prior to the initial public offering of the Trust's shares,
the Trust will enter into an Advisory Contract with Harris Trust
with respect to the investment portfolios of the Trust.
The Company has entered into Advisory Contracts with
Harris Trust with respect to the investment portfolios of the
Company. Harris Trust, located at 111
West Monroe Street, Chicago, Illinois, is the successor to the investment
banking firm of N.W. Harris & Co. that was organized in 1882 and was
incorporated in 1907 under the present name of the bank. It is an Illinois
state-chartered bank and a member of the Federal Reserve System. At December 31,
1995, Harris Trust had assets of more than $13 billion and was the largest of 14
banks owned by Harris Bankcorp, Inc. Harris Bankcorp, Inc. is a wholly-owned
subsidiary of Bankmont Financial Corp., which is a wholly-owned subsidiary of
Bank of Montreal, a publicly traded Canadian banking institution.

As of December 31, 1995, Harris Trust managed more than $8 billion in
personal trust assets, and acted as custodian of more than $151 billion in
assets.

With respect to the Tax-Exempt Money Fund, the Advisory Contract provides
that Harris Trust shall make investments for the Fund in accordance with its
best judgment. With respect to the remaining Funds, the Advisory Contracts
provide that Harris Trust is responsible for the supervision and oversight of
the Portfolio Management Agent's performance (as discussed below).

<PAGE>

For all its services under the Advisory Contracts with the Funds, Harris
Trust is entitled to receive monthly advisory fees at the following annual
rates:

<TABLE>
<CAPTION>
FUND ANNUAL RATE
---- -----------
<S> <C>
Equity Fund 0.70%
Equity Income Fund 0.70%
Growth Fund 0.90%
Small-Cap Fund 1.00%
Index Fund 0.25%
International Fund 1.05%
Balanced Fund 0.60%
Convertible Securities Fund 0.70%
Short/Intermediate Fund 0.70%
Bond Fund 0.65%
Government Fund 0.65%
Intermediate Tax-Exempt Fund 0.65%
Tax-Exempt Fund 0.65%
Government Money Fund* } *0.14% of first $100m of
Money Fund* } average daily net assets,
Tax-Exempt Money Fund* } plus 0.10% of average daily
net assets over $100m.
</TABLE>

For the fiscal year ended December 31, 1995, Harris Trust received fees,
after waivers, at the effective rate of 0.34% of the average daily net assets of
the Short/Intermediate Fund. Harris Trust expects to receive, after waivers,
advisory fees for the current fiscal year at the annual rate of 0.34% of the
average daily net assets of the Short/Intermediate Fund; 0.40% of the average
daily net assets of the Bond Fund; 0.30% of the average daily net assets of the
Government Fund; and 0.60% of each of the average daily net assets of the
Intermediate Tax-Exempt Fund and the Tax-Exempt Fund, respectively.

PORTFOLIO MANAGEMENT AGENT

Harris Trust has entered into Portfolio Management Contracts with Harris
Investment Management, Inc. (``HIM'' or the ``Portfolio Management Agent'')
under which HIM undertakes to furnish investment guidance and policy direction
in connection with the daily portfolio management of all of the Funds except the
Tax-Exempt Money Fund. For the services provided by HIM, Harris Trust will pay
to HIM the advisory fees it receives from the Funds. As of June 30, 1995, HIM
managed an estimated $13.8 billion in assets.

Purchase and sale orders of the securities held by each of the Funds may be
combined with other accounts that HIM manages, and for which it has brokerage
placement authority, in the interest of seeking the most favorable overall net
results. When HIM determines that a particular security should be bought or sold
for any of the Funds and other accounts managed by HIM, HIM undertakes to
allocate those transactions among the participants equitably.

PORTFOLIO MANAGEMENT

The organizational arrangements of the Investment Adviser and the Portfolio
Management Agent require that all investment decisions be made by a committee
and no one person is responsible for making recommendations to that committee.

GLASS-STEAGALL ACT

<PAGE>

bank holding companies such as Harris Trust and HIM are permitted to purchase
and sell securities upon the order and for the account of their customers.

It is the position of Harris Trust and HIM that they may perform the
services contemplated by the Advisory Contracts, the Portfolio Management
Contracts and this Prospectus without violation of the Glass-Steagall Act or
other applicable federal banking laws or regulations. It is noted, however, that
there are no controlling judicial or administrative interpretations or decisions
and that future judicial or administrative interpretations of, or decisions
relating to, present federal statutes and regulations relating to the
permissible activities of banks and their subsidiaries or affiliates, as well as
future changes in federal statutes or regulations and judicial or administrative
decisions or interpretations thereof, could prevent Harris Trust or HIM from
continuing to perform, in whole or in part, such services. If Harris Trust or
HIM were prohibited from performing any of such services, it is expected that
the Boards of Trustees and Directors of the Trust and the Company, respectively,
would recommend to the Funds' shareholders that they approve new agreements with
another entity or entities qualified to perform such services and selected by
the Boards of Trustees and Directors.

To the extent permitted by the Commission, the Funds may pay brokerage
commissions to certain affiliated persons. No such commission payments were made
during the last fiscal year by the Equity Fund, the Intermediate Bond Fund or
the Money Market Funds.

ADMINISTRATORS, CUSTODIAN AND TRANSFER AGENT

These service providers are responsible for maintaining the books and records of
the Funds, handling compliance and regulatory issues, processing buy/ sell
orders, customer service and the safekeeping of securities.

First Data Investor Services Group, Inc. formerly known as (The Shareholder
Services Group, Inc.) (``First Data'' or the ``Administrator'') and PFPC Inc.
(``PFPC'' or the ``Administrator and Accounting Services Agent'') (collectively,
the ``Administrators'') serve as the administrators of the Funds. In such
capacity, the Administrators generally assist the Funds in all aspects of their
administration and operation. PFPC also serves as the transfer and dividend
disbursing agent of the Funds (the ``Transfer Agent'').

PNC Bank, N.A. (the ``Custodian'') serves as custodian of the assets of the
Funds. PFPC and the Custodian are indirect, wholly-owned subsidiaries of PNC
Bank Corp.

As compensation for their services, the Administrators, the Custodian, and
the Transfer Agent are entitled to receive a combined fee based on the aggregate
average daily net assets of the Funds and the Trust's and the Company's other
investment portfolios, payable monthly at an annual rate of .17% of the first
$300 million of average daily net assets; .15% of the next $300 million; and
.13% of average net assets in excess of $600 million. In addition, a separate
fee is charged by PFPC for certain retail transfer agent services and for
various custody transactional charges.

DISTRIBUTOR

The Distributor underwrites the Funds' shares which are then available for
purchase or redemption.

Funds Distributor, Inc. (the ``Distributor'') has entered into a
Distribution Agreement with the Trust (and, with respect to the Equity Fund, the
Intermediate Bond Fund and the Money Market Funds, the Company) pursuant to
which it has the responsibility for distributing shares of the Funds. The
Distributor bears the cost of printing and mailing prospectuses to potential
investors and any advertising expenses incurred by it in connection with the
distribution of shares.

See ``Management'' and ``Custodian'' in the Statement of Additional
Information for additional information regarding the Funds' Investment Adviser,
Portfolio Management Agent, Administrators, Custodian, Transfer Agent and
Distributor.

<PAGE>

EXPENSES

Except for certain expenses borne by the Distributor, Harris Trust, HIM,
Dunedin, the Trust and the Company each bears all costs of its operations,
including the compensation of its Trustees or Directors who are not affiliated
with Harris Trust, HIM or the Distributor or any of their affiliates; advisory
and administration fees; payments pursuant to any Service Plan (with respect to
only Class A Shares and in the case of the Money Market Funds, Class A and Class
B Shares); interest charges; taxes; fees and expenses of its independent
accountants, legal counsel, transfer agent and dividend disbursing agent;
expenses of preparing and printing prospectuses (except the expense of printing
and mailing prospectuses used for promotional purposes, unless otherwise payable
pursuant to a Service Plan), shareholders' reports, notices, proxy statements
and reports to regulatory agencies; insurance premiums and certain expenses
relating to insurance coverage; trade association membership dues; brokerage and
other expenses connected with the execution of portfolio securities
transactions; fees and expenses of the Funds' custodian including those for
keeping books and accounts and calculating the net asset value per share of the
Funds; expenses of shareholders' meetings and meetings of Boards of Trustees and
Directors; expenses relating to the issuance, registration and qualification of
shares of the Funds; pricing services; organizational expenses; and any
extraordinary expenses. Expenses attributable to each Fund are charged against
the assets of that Fund. Other general expenses of the Trust and the Company are
allocated among the Funds in an equitable manner as determined by the Boards of
Trustees and Directors.

DETERMINATION OF NET ASSET VALUE

The Net Asset Value (NAV) is the price or value of one share of a Fund.

Net asset value per share for each Fund is determined on each day that the
New York Stock Exchange (``NYSE'') and the Federal Reserve Bank of Philadelphia
(the ``Fed'') are open for trading. For a list of the days on which the net
asset value will not be determined, see ``Determination of Net Asset Value'' in
the Statement of Additional Information. The net asset value per share of each
of the Funds is determined by dividing the value of the total assets of a Fund
less all of its liabilities by the total number of outstanding shares of that
Fund.

The net asset value per share of each of the Funds that are not Money
Market Funds (the ``Non-Money Market Funds'') is determined at the close of
regular trading on the NYSE on each day the Funds are open for business. The
value of securities of the Non-Money Market Funds (other than bonds and debt
obligations maturing in 60 days or less) is determined based on the last sale
price on the principal exchange on which the securities are traded as of the
close of regular trading on the NYSE (which is currently 4:00 P.M., New York
City time). In the absence of any sale on the valuation date, the securities are
valued at the closing bid price. Securities traded only on over-the-counter
markets are valued at closing over-the-counter bid prices. Bonds are valued at
the mean of the last bid and asked prices. Portfolio securities which are
primarily traded on foreign securities exchanges are generally valued at the
preceding closing values of such securities on their respective exchanges,
except when an occurrence subsequent to the time a value was so established is
likely to have changed such value. In such an event and in those instances where
prices of securities are not readily available, the fair value of those
securities will be determined in good faith by the Board of Trustees or
Directors, as the case may be. Prices used for valuations of securities are
provided by independent pricing services. Debt obligations with remaining
maturities of 60 days or less are valued at amortized cost when the Trust's
Board of Trustees or the Company's Board of Directors, as the case may be, has
determined that amortized cost valuation represents fair value.

<PAGE>

The net asset value per share of each of the Money Market Funds is
determined at 12:00 Noon, New York City time. Each of the Funds uses the
amortized cost method to value its portfolio securities and each attempts to
maintain a constant net asset value of $1.00 per share. The amortized cost
method involves valuing a security at its cost and amortizing any discount or
premium over the period until maturity, regardless of the impact of fluctuating
interest rates on the market value of the security.

PURCHASE OF SHARES

Contact your broker, financial institution or service agent for answers to any
questions you may have about purchasing shares.

Institutional shares are sold to fiduciary and discretionary accounts of
institutions, ``institutional investors'', Directors, Trustees, officers and
employees of the Company, the Trust, the Investment Adviser, the Portfolio
Management Agent, and the Distributor and the Adviser's investment advisory
clients. ``Institutional investors'' may include financial institutions (such as
banks, savings institutions and credit unions); pension and profit sharing and
employee benefit plans and trusts; insurance companies; investment companies;
investment advisers; and broker/dealers acting for their own accounts or for the
accounts of such institutional investors.

The Trust, or the Company as the case may be, reserves the right to reject
any purchase order. All funds will be invested in full and fractional shares.
Checks will be accepted for the purchase of any Fund's shares subject to
collection at full face value in U.S. dollars. Inquiries may be directed to the
Funds at the address and telephone number on the cover of this Prospectus.

Purchase orders for shares of the Fund received in good order by the
Distributor prior to the close of regular trading (4:00 P.M., New York City
time) on the NYSE (on or before 12:00 Noon, New York City time, in the case of
the Money Market Funds) will be executed at the net asset value next determined
on that day. The net asset value of shares of the Money Market Funds is expected
to remain constant at $1.00. Orders placed with the Distributor must be paid for
by check or bank wire on the next business day for Funds other than the Money
Market Funds. Orders for the Money Market Funds placed with the Distributor must
be paid for by check or bank wire on the order date.

There is no sales charge by the Funds for purchases of shares.

No sales charge will be assessed on purchases of shares of the Funds.
Neither the Company nor the Trust imposes any minimum initial or subsequent
investment limitations.

Depending upon the terms of the particular customer account, financial
services institutions, including Harris Trust and HIM, may charge account fees
for automatic investment and other cash management services which they provide,
including, for example, account maintenance fees, compensating balance
requirements, or fees based upon account transactions, assets, or income. This
Prospectus should be read in connection with any information received from
financial institutions.

Each Fund also offers Class A Shares and, in addition, each Money Market
Fund offers another class of shares which are known as Class B Shares but the
terms of which differ from the Institutional Shares offered in this Prospectus.
Different classes of shares of a single portfolio may bear different sales
charges and other expenses which may affect their relative performance.
Investors may call 1-800-982-8782 to obtain more information concerning other
classes of the Funds.

<PAGE>

REDEMPTION OF SHARES

Shares may be redeemed at their next determined net asset value after
receipt of a proper request by the Distributor. Shares held by an institution on
behalf of its customers must be redeemed in accordance with instructions and
limitations pertaining to the account at the institution.

There is no charge by the Funds for redemptions, although Institutions may
charge an account- based service fee.

There is no charge for redemption transactions, but an institution may
charge an account-based service fee. Redemption orders received by an
institution before the close of the NYSE with respect to shares of a Fund and
received by the Distributor before the close of business on the same day will be
executed at the Fund's net asset value per share next determined on that day.
Redemption orders received by an institution after the close of the NYSE, or not
received by the Distributor prior to the close of business, will be executed at
the Fund's net asset value next determined on the next business day.

Redemption orders for a Non-Money Market Fund that are received in good
order by 4:00 P.M. New York City time, or 12:00 Noon in the case of the Money
Market Funds, will normally be remitted within five business days but not more
than seven days. In the case of a redemption request made shortly after a recent
purchase, the redemption proceeds will be distributed upon the clearance of the
shareholder's check used to purchase the Fund's shares which may take up to 15
days or more after the investment. The proceeds may be more or less than cost
and, therefore, a redemption may result in a gain or loss for federal income tax
purposes. Payment of redemption proceeds may be made in readily marketable
securities.

REDEMPTION THROUGH INSTITUTIONS

Proceeds of redemptions made through authorized institutions will be
credited to the shareholder's account with the institution. A redeeming
shareholder may request a check from the institution or may elect to retain the
redemption proceeds in such shareholder's account. The institution may benefit
from the use of the redemption proceeds prior to the clearance of a check issued
to a redeeming shareholder for the proceeds or prior to disbursement or
reinvestment of the proceeds on behalf of the shareholder.

REDEMPTION BY EXPEDITED REDEMPTION SERVICE

If shares of the Money Market Funds are held directly by the Transfer Agent
in book credit form and the Expedited Redemption Service has been elected on the
Purchase Application on file with the Transfer Agent, redemption of shares may
be requested by telephone, on any day the Company and the Transfer Agent are
open for business. The Company and its Transfer Agent will attempt to confirm
that telephone instructions are genuine and will use such procedures as are
considered reasonable. In this regard the Company and its Transfer Agent require
personal identification information before accepting telephonic redemption
instructions. The shareholder will bear the risk of loss due to fraud, although
the Company and its agents may have a risk of loss if reasonable procedures are
not used. The Distributor can be reached by calling (800) 982-8782.

<PAGE>

shareholder's address of record, except that, in the case of investments in the
Company that have been effected through Institutions, the full amount of the
redemption proceeds will be transmitted by wire.

--------

Due to the high cost of maintaining small accounts, the Trust, or the
Company as the case may be, reserves the right to redeem accounts involuntarily
on behalf of shareholders whose share balances fall below $500 unless this
balance condition results from a decline in the market value of a Fund's assets.
Prior to such a redemption, a shareholder will be notified in writing and
permitted 30 days to make additional investments to raise the account balance to
the specified minimum.

EXCHANGE PRIVILEGE

Once you have held shares for 7 days or more, you can exchange these shares for
other eligible Harris Insight Fund Institutional Shares

Institutional Shares of any of the Funds that have been held for seven days
or more may be exchanged at their respective net asset values for Institutional
Shares of any other Harris Insight Fund in an identically registered account,
provided shares of the Harris Insight Fund to be acquired are registered for
sale in the shareholder's state of residence.

Procedures applicable to redemption of a Fund's shares are also applicable
to exchanging shares. The Trust or the Company, as the case may be, reserves the
right to limit the number of times shares may be exchanged between the Harris
Insight Funds, to reject any telephone exchange order or otherwise to modify or
discontinue exchange privileges at any time upon 60 days written notice. A
capital gain or loss for tax purposes may be realized upon an exchange,
depending upon the cost or other basis of shares redeemed.

DIVIDENDS AND DISTRIBUTIONS

Dividends from net investment income of the Short/Intermediate Fund, the
Bond Fund, the Government Fund, the Intermediate Tax-Exempt Fund and the
Tax-Exempt Fund are declared daily and paid monthly. Dividends from the
Convertible Securities Fund, the Equity Fund, the Equity Income Fund, the Growth
Fund, the Index Fund and the Balanced Fund are declared and paid quarterly.
Dividends from the Small-Cap Fund and the International Fund are declared and
paid semi-annually. Dividends from net investment income from each of the Money
Market Funds are declared at the close of each business day to shareholders of
record at 12:00 Noon (New York City time) on the day of declaration and paid
monthly. Shares purchased will begin earning dividends on the day the purchase
order is executed and shares redeemed will earn dividends through the previous
day, except that, with respect to the Check Redemption Service, shares redeemed
will cease to earn dividends on the day the check is charged to the Custodian's
account at its Federal Reserve Bank. Net investment income for a Saturday,
Sunday or holiday will be declared as a dividend on the previous business day to
shareholders of record at 12:00 Noon (New York City time) on that day.

Each Fund's net taxable capital gains, if any, will be distributed at least
annually (to the extent required to avoid imposition of the 4% excise tax
described below). Dividends and distributions paid by any of the Funds will be
invested in additional shares of the same Fund at net asset value and credited
to the shareholder's account on the payment date or, at the shareholder's
election, paid

<PAGE>

in cash. Dividend checks and Statements of Account will be mailed approximately
two business days after the payment date. Each Fund will forward to the Transfer
Agent the monies for dividends to be paid in cash on the payment date.

Shareholders who redeem all their shares of any of the fixed income and the
money market Funds prior to a dividend payment will receive, in addition to the
redemption proceeds, dividends declared but unpaid. Shareholders who redeem only
a portion of their shares will be entitled to all dividends declared but unpaid
on such shares on the next dividend payment date.

FEDERAL INCOME TAXES

Each Fund will be treated as a separate entity for tax purposes and thus
the provisions of the Internal Revenue Code (the ``Code'') generally will be
applied to each Fund separately, rather than to the Trust or the Company, as the
case may be, as a whole. As a result, net capital gains, net investment income,
and operating expenses will be determined separately for each Fund. The Trust or
the Company, as the case may be, intends to qualify each Fund as a regulated
investment company under Subchapter M of the Code. As a portfolio of a regulated
investment company, each Fund will not be subject to federal income taxes with
respect to net investment income and net capital gains distributed to its
shareholders, as long as it distributes 90% or more of its net investment income
(including net short-term capital gains) each year.

Dividends from net investment income (including net short-term capital
gains), except ``exempt-interest dividends'' (described below), will be taxable
as ordinary income.

Because more than 50% of the value of the total assets of each of the
Tax-Exempt Fund, the Intermediate Tax-Exempt Fund and the Tax-Exempt Money Fund
at the close of each quarter of its taxable year is expected to consist of
obligations the interest on which is exempt from federal income tax, these Funds
expect to qualify under the Code to pay ``exempt-interest dividends.'' Dividends
distributed by each of these Funds that are attributable to interest from
tax-exempt securities will be designated by the Fund as an ``exempt-interest
dividend,'' and, as such, will generally be exempt from federal income tax.

Because substantially all of the income of each Fund except the equity
Funds will arise from interest, no part of the distributions to shareholders of
these Funds is expected to qualify for the dividends-received deduction allowed
to Corporations under the Code.

Distributions of net long-term capital gains, if any, will be taxable as
long-term capital gains, whether received in cash or reinvested in additional
shares, regardless of how long the shareholder has held the shares, and will not
qualify for the dividends-received deductions.

A taxable gain or loss may also be realized by a holder of Shares in a Fund
upon the redemption or transfer of shares depending on the tax basis of the
shares and their price at the time of the transaction.

In the case of the shareholders of each of the Tax-Exempt Fund, the
Intermediate Tax-Exempt Fund or the Tax-Exempt Money Fund, interest on
indebtedness incurred or continued to purchase or carry shares of the Fund will
not be deductible to the extent that the Fund's distributions are exempt from
federal income tax. In addition, the portion of an exempt-interest dividend
allocable to certain tax-exempt obligations will be treated as a preference item
for purposes of the alternative minimum tax imposed

<PAGE>

on both individuals and corporations. Persons who may be ``substantial users''
(or ``related persons'' of substantial users) of facilities financed by private
activity bonds should consult their tax advisers before purchasing shares in the
Tax- Exempt Fund, the Intermediate Tax-Exempt Fund or the Tax-Exempt Money Fund.

The exemption of exempt-interest dividends paid by each of the Tax-Exempt
Fund, the Intermediate Tax-Exempt Fund and the Tax-Exempt Money Fund for federal
income tax purposes may not result in similar exemptions under the tax law of
state and local authorities. In general, only interest earned on obligations
issued by the state or locality in which the investor resides will be exempt
from state and local taxes. Shareholders should consult their advisers about the
status of dividends from these Funds in their own states and localities. Each
year the Trust or the Company, as the case may be, will notify shareholders of
the tax status of distributions.

Any loss realized on a sale or exchange of shares of a Fund will be
disallowed to the extent shares are acquired within the 61-day period beginning
30 days before and ending 30 days after the disposition of shares.

The Trust or the Company, as the case may be, will be required to withhold,
subject to certain exemptions, currently at a rate of 31%, a portion of
dividends paid or credited to individual shareholders and of redemption
proceeds, if a correct taxpayer identification number, certified when required,
is not on file with the Trust or the Company, as the case may be, or Transfer
Agent.

ACCOUNT SERVICES

Shareholders receive a Statement of Account whenever a share transaction,
dividend or capital gain distribution is effected in the accounts, or at least
annually. Shareholders can write or call the Funds at the address and telephone
number on page one of this Prospectus with any questions relating to their
investment in shares of the Funds.

ORGANIZATION AND CAPITAL STOCK

The Trust is a diversified open-end management investment company which was
organized on December 6, 1995 as a business trust under the laws of The
Commonwealth of Massachusetts. The Trust offers shares of beneficial interest,
$.001 par value, for sale to the public. Currently, the Trust has eleven
portfolios in operation. The Trust's Board has authorized each of the eleven
Funds which are portfolios of the Trust to issue two classes of shares, Class A
and Institutional Shares.

The Company, which was incorporated in Maryland on September 16, 1987, is a
diversified, open-end management investment company. The authorized capital
stock of the Company consists of 10,000,000,000 shares having a par value of
$.001 per share. Currently, the Company has six portfolios in operation. The
Company's Board has authorized the Money Market Funds to issue three classes of
shares, Class A, Class B and Institutional Shares and the remaining Funds (the
``Company's Non-Money Market Funds'') to issue two classes of shares, Class A
and Institutional Shares.

In the future, the Board of Trustees of the Trust and the Board of
Directors of the Company may authorize the issuance of shares of additional
investment portfolios and additional classes of shares of any portfolio.
Different classes of shares of a single portfolio may bear different sales
charges and other expenses which may affect their relative performance.
Information regarding other classes of

<PAGE>

shares may be obtained by calling the Funds at the telephone number shown on the
cover page of this Prospectus or from any institution which makes available
shares of the Funds. All shares of the Trust and all shares of the Company have
equal voting rights and will be voted in the aggregate, and not by class, except
where voting by class is required by law or where the matter involved affects
only one class. A more detailed statement of the voting rights of shareholders
is contained in the Statement of Additional Information. All shares of the Trust
and all shares of the Company, when issued, will be fully paid and
non-assessable.

As of January 31, 1996, the holders of record of 25% or more of the
outstanding shares of the Funds were as follows: ACO/Integra Trust Services held
of record 1,283,579 shares, equal to 27.14% of the outstanding shares of the
Equity Fund and Harris Trust held of record 1,543,359 shares, equal to 32.63% of
the outstanding shares of the Equity Fund; 4,031,259 shares, equal to 81.62% of
the Short/Intermediate Fund; 512,077,635 shares, equal to 95.79% of the
outstanding shares of the Money Market Fund -- Class A Shares; 214,334,587
shares, equal to 99.99% of the Money Market Fund -- Institutional Shares;
255,211,536 shares, equal to 96.40% of the Government Money Market Fund -- Class
A Shares; 31,248,318 shares, equal to 99.99% of the outstanding shares of the
Government Market Fund -- Institutional Shares; 174,081,221 shares, equal to
90.05% of the outstanding shares of the Tax-Exempt Money Market Fund -- Class A
Shares; and 280,623,069 shares, equal to 99.99% of the outstanding shares of the
Tax Exempt Money Market Fund -- Institutional Shares. Harris Trust has indicated
that it holds its shares on behalf of various client accounts and not as
beneficial owner.

The Trust and the Company may dispense with annual meetings of shareholders
in any year in which Trustees and Directors are not required to be elected by
shareholders. The Board of Trustees of the Trust and the Board of Directors of
the Company, when requested by at least 10% of the Trust's or the Company's
outstanding shares, will call a meeting of shareholders for the purpose of
voting upon the question of removal of a Trustee or Trustees or of a Director or
Directors and will assist in communications with other shareholders as required
by Section 16(c) of the 1940 Act.

There is a possibility that the Trust might become liable for any
misstatement, inaccuracy or incomplete disclosure in this Prospectus concerning
the Company. There is a possibility that the Company might become liable for any
misstatement, inaccuracy or incomplete disclosure in this Prospectus concerning
the Trust.

REPORTS TO SHAREHOLDERS

The fiscal year of both the Trust and the Company ends on December 31. Each
of the Trust and the Company, as the case may be, will send to its shareholders
a semi-annual report showing the investments held by each of the Funds and other
information (including unaudited financial statements) pertaining to the Trust
or the Company, as appropriate. An annual report, containing financial
statements audited by independent accountants, is also sent to shareholders.

<PAGE>

CALCULATION OF YIELD AND TOTAL RETURN

The total return of each Fund shows what an investment in Institutional Shares
of the Fund would have earned over a specific period of time.

From time to time each of the Funds may advertise its yield, effective
yield, tax-equivalent yield and ``total return'' with respect to the
Institutional Shares. ``Total return'' refers to the amount an investment in
Institutional Shares of a Fund would have earned, including any increase or
decrease in net asset value, over a specified period of time and assumes
reinvestment of all dividends and distributions.

The total return of each Fund shows what an investment in the Fund would
have earned over a specified period of time (such as one, five or ten years or
the period of time since commencement of operations, if shorter) assuming the
payment of the maximum sales loads (if any) when the investment was first made
and reinvestment of all distributions and dividends by the Fund on their
reinvestment dates during the period less all recurring fees.

The yield of each Fund refers to the income generated by an investment in
Institutional Shares of the Fund over a 30-day period (which period will be
stated in the advertisement). This income is then ``annualized.'' That is, the
amount of income generated by the investment during the 30-day period is assumed
to be earned and reinvested at a constant rate and compounded semi-annually. The
annualized income is then shown as a percentage of the investment.

The effective yield is calculated similarly but, when annualized, the
income earned by an investment in Institutional Shares of the Fund is assumed to
be reinvested. The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment. The
``tax-equivalent yield'', which will be calculated only for the Intermediate
Tax-Exempt Fund, the Tax- Exempt Fund and the Tax-Exempt Money Fund, refers to
the yield on a taxable investment necessary to produce an after-tax yield equal
to a Fund's tax-free yield, and is calculated by increasing the yield shown for
the Fund to the extent necessary to reflect the payment of specified tax rates.
Thus, the tax-equivalent yield for a Fund will always exceed that Fund's yield.

From time to time the Money Market Funds advertise ``30-day average yield''
and ``monthly average yield.'' Such yields refer to the average daily income
generated by an investment in such Fund over a 30-day or monthly period, as
appropriate (which period will be stated in the advertisement).

A Fund's performance figures for a class of shares represent past
performance, will fluctuate and should not be considered as representative of
future results. The yield of any investment is generally a function of portfolio
quality and maturity, type of instrument and operating expenses.

<PAGE>

INVESTMENT ADVISER
Harris Trust & Savings Bank
111 West Monroe Street
Chicago, Illinois 60603

PORTFOLIO MANAGEMENT AGENT
Harris Investment Management, Inc.
190 South LaSalle Street
Chicago, Illinois 60603

ADMINISTRATORS
First Data Investor Services Group, Inc.
53 State Street
Boston, Massachusetts 02109

PFPC Inc.
103 Bellevue Parkway
Wilmington, Delaware 19809

DISTRIBUTOR
Funds Distributor, Inc.
One Exchange Place
Boston, Massachusetts 02109

CUSTODIAN
PNC Bank, N.A.
Broad and Chestnut Streets
Philadelphia, Pennsylvania 19101

TRANSFER AGENT AND
DIVIDEND DISBURSING AGENT
PFPC Inc.
P.O. Box 8950
Wilmington, Delaware 19885

INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
Philadelphia, Pennsylvania

LEGAL COUNSEL
Bell, Boyd & Lloyd
Chicago, Illinois

HARRIS INSIGHT EQUITY FUNDS

HARRIS INSIGHT FUNDS
One Exchange Place, Boston, Massachusetts 02109
Telephone: (800) 982-8782

The Harris Insight Funds Trust (the ``Trust'') is an open-end, diversified
management investment company that currently offers a selection of eleven
investment portfolios. HT Insight Funds, Inc. (the ``Company'') is an open-end,
diversified management investment company that currently offers six investment
portfolios. (The eleven portfolios of the Trust and five of the six portfolios
of the Company are collectively referred to herein as the ``Harris Insight
Funds'' or the ``Funds.'') This Prospectus describes one class of shares
(``Class A Shares'' or ``Shares'') of each of six investment portfolios offered
by the Trust and the Class A Shares of the Harris Insight Equity Fund, a
portfolio offered by the Company. The Funds are as follows:

Harris Insight Equity Fund (the ``Equity Fund'')

o Harris Insight Equity Income Fund (the ``Equity Income Fund'')

o Harris Insight Growth Fund (the ``Growth Fund'')

o Harris Insight Small-Cap Opportunity Fund (the ``Small-Cap Fund'')

o Harris Insight Index Fund (the ``Index Fund'')

o Harris Insight International Fund (the ``International Fund'')

o Harris Insight Balanced Fund (the ``Balanced Fund'')

Harris Trust & Savings Bank is the Investment Adviser to the Funds and
Harris Investment Management, Inc., a subsidiary of Harris Bankcorp, Inc., acts
as each Fund's Portfolio Management Agent. Shares of each Fund are offered by
Funds Distributor, Inc., the distributor for the Trust and the Company.

This Prospectus sets forth concisely information a prospective investor
should know before investing in the Funds. Please read and retain it for future
reference. A Statement of Additional Information dated February 21, 1996,
containing more detailed information about the Funds has been filed with the
Securities and Exchange Commission and (together with any supplements thereto)
is incorporated by reference into this Prospectus. The Statement of Additional
Information and separate Prospectuses for the other investment portfolios
offered by the Trust or the Company may be obtained without charge by writing or
calling the Harris Insight Funds at the address and telephone number printed
above.

SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR
ENDORSED BY, HARRIS TRUST & SAVINGS BANK, OR ANY OF ITS AFFILIATES,
AND ARE NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY. AN INVESTMENT IN THE
FUNDS INVOLVES
INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

February 21, 1996

<PAGE>

TABLE OF CONTENTS

PAGE
Expense Table 3
Highlights 4
Financial Highlights 6
Investment Objectives and Policies 7
Equity Fund 7
Equity Income Fund 7
Growth Fund 7
Small-Cap Fund 7
Index Fund 8
International Fund 8
Balanced Fund 8
All Funds 9
Investment Strategies 10
Investment Limitations 16
Management 17
Determination of Net Asset Value 20
Purchase of Shares 20
Redemption of Shares 22
Exchange Privilege 23
Service Plans 23
Dividends and Distributions 24
Federal Income Taxes 24
Account Services 25
Organization and Capital Stock 25
Reports to Shareholders 26
Calculation of Yield and Total Return 26

No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, the Statement of
Additional Information and/or in the Funds' official sales literature in
connection with the offering of the Funds' shares and, if given or made, such
other information or representations must not be relied upon as having been
authorized by the Trust, the Company or the Distributor. This Prospectus does
not constitute an offer in any state in which, or to any person to whom, such
offer may not lawfully be made.

<PAGE>

EXPENSE TABLE

Expenses and fees payable by shareholders are summarized in this table and
expressed as a percentage of average net assets. The following table sets forth
certain information concerning shareholder transaction expenses and projected
annual fund operating expenses for Class A Shares of the Funds during the
current fiscal year.

Equity
Equity Income Growth Small-Cap Index
International Balanced
Fund Fund Fund Fund Fund
Fund Fund
<S> <C> <C> <C> <C>
<C> <C> <C>

SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases 4.50% 4.50% 4.50% 4.50%
4.50% 4.50% 4.50%

ANNUAL FUND OPERATING EXPENSES*:
(as a percentage of average net assets)
Advisory Fees 0.70% 0.70% 0.90% 1.00% 0.25%
1.05% 0.60%
Rule 12b-1 Fees 0.25% 0.25% 0.25% 0.25% 0.25%
0.25% 0.25%
Other Expenses 0.26% 0.23% 0.20% 0.20% 0.20%
0.27% 0.28%
Total Fund Operating Expenses 1.21% 1.18% 1.35% 1.45
0.70% 1.57% 1.13%
</TABLE>

- --------

* Customers of a financial institution, such as Harris Trust & Savings Bank,
may also be charged certain fees and expenses by their institution. These
fees may vary depending on the capacity in which the institution provides
fiduciary and investment services to the particular client (e.g., personal
trust, estate settlement, advisory and custodian services).

With respect to each Fund, other than the Equity Fund, the amount of
``Other Expenses'' in the table above is based on estimated expenses and
projected assets for the current fiscal year. With respect to the Equity
Fund, the amount of ``Other Expenses'' is based on amounts incurred during
the most recent fiscal year.

EXAMPLE

You would pay the following expenses on a $1,000 investment in Class A
Shares, assuming (1) a hypothetical 5% gross annual return and (2) redemption at
the end of each time period:

Equity
Equity Income Growth Small-Cap Index International Balanced
Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
<C>

1 year $57 $56 $58 $59 $52 $60 $56
3 years 82 81 86 89 66 92 79
5 years 108 N/A N/A N/A N/A N/A N/A
10 years 185 N/A N/A N/A N/A N/A N/A

</TABLE>

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST
OR FUTURE
EXPENSES OR PERFORMANCE WHICH MAY BE MORE OR LESS THAN THOSE
SHOWN.

3
<PAGE>

HIGHLIGHTS

The following seven investment portfolios are described in this Prospectus:

EQUITY FUND -- seeks to provide capital appreciation and current income by
investing primarily in common stocks.

EQUITY INCOME FUND -- seeks to provide current income and, secondarily, capital
appreciation by investing primarily in common stocks and convertible securities.

SMALL-CAP FUND -- seeks to provide long term capital growth by investing
primarily in equity securities of smaller to medium capitalization companies.

INDEX FUND -- seeks to provide the return and risk characteristics of the S&P
500 Index, by investing primarily in securities of companies that comprise that
index.

INTERNATIONAL FUND -- seeks to provide international diversification and capital
appreciation by investing primarily in common stocks of foreign companies.
Current income is a secondary objective.

BALANCED FUND -- seeks to provide current income and capital appreciation by
investing in a balanced portfolio of fixed income and equity securities.

See page 7 below.

WHO MANAGES EACH FUND'S INVESTMENTS?

Harris Investment Management, Inc. (``HIM'' or the ``Portfolio Management
Agent'') provides daily portfolio management services for the Funds. HIM and its
predecessors have managed client assets for over 100 years. HIM has a staff of
96, including 64 professionals, providing investment expertise to the management
of the Harris Insight Funds and for pension, profit-sharing and institutional
portfolios. As of June 30, 1995, assets under management are estimated to exceed
$13 billion. See page 17.

Harris Trust and HIM are subsidiaries of Harris Bankcorp., Inc.

WHAT ADVANTAGES DO THE FUNDS OFFER?

The Funds are designed for individual and institutional investors. A single
investment in shares of the Funds gives the investor benefits customarily
available only to large investors, such as diversification of investment,
greater liquidity and professional management, block purchases of securities,
relief from bookkeeping, safekeeping of securities and other administrative
details.

WHEN ARE DIVIDENDS PAID?

Dividends from each of the Equity, Equity Income, Growth, Index and
Balanced Funds are declared and paid quarterly. Dividends from the Small-Cap and
International Funds are declared and paid semi-annually. Any net capital gains
will be declared and paid annually. See page 24.

<PAGE>

HOW ARE SHARES REDEEMED?

Shares may be redeemed at their next determined net asset value after
receipt of a proper request by the registered representative servicing your
account, the Distributor, or through any Service Agent. See page 22.

WHAT RISKS ARE ASSOCIATED WITH THE FUNDS?

Each Fund's performance and price per share will change daily based on many
factors, including the quality of the Fund's investments, U.S. and international
economic conditions, general market conditions and international exchange rates.
The Funds may invest in securities of foreign issuers that involve risks not
typically associated with U.S. issuers. There is no assurance that any Fund will
achieve its investment objective. See ``Investment Strategies.''

<PAGE>

FINANCIAL HIGHLIGHTS

This table shows the total return on one Class A Share of the Equity Fund
for each period illustrated.

The following financial highlights are derived from the financial
statements of the Company for the year ended December 31, 1995 audited by Price
Waterhouse LLP, independent accountants. This information should be read in
conjunction with the financial statements and notes thereto that appear in the
Statement of Additional Information and which are incorporated by reference in
this Prospectus. Only the Equity Fund was in operation during the periods shown.
As of February 21, 1996, all outstanding shares of the Equity Fund were renamed
Class A Shares. No fees for distribution and support services under the Equity
Fund's Service Plan were paid by that Fund for the periods through December 31,
1995.

EQUITY FUND
YEAR YEAR YEAR YEAR YEAR
YEAR YEAR 2/26/88*
ENDED ENDED ENDED ENDED ENDED
ENDED ENDED TO
12/31/95 12/31/94+ 12/31/93 12/31/92 12/31/91
12/31/90 12/31/89 12/31/88

Net Asset Value, Beginning of Period $ 11.28 $ 12.86 $ 11.57 $ 12.08 $ 10.05
$ 11.22 $ 10.58 $ 10.00
Income From Investment Operations:
Net Investment Income .229 .263 .197 .267 .282 .323
.347 .265
Net Realized and Unrealized Gain
(Loss) on Investments 3.827 (.514) 1.904 .703 2.418
(1.203) 2.573 .555
Total from Investment Operations 4.056 (.251) 2.101 .970 2.700
(.880) 2.920 .820
Less Distributions:
Net Investment Income (.232) (.263) (.204) (.290) (.280)
(.290) (.450) (.240)
Net Realized Gains (1.114) (1.066) (.607) (1.190) (.390) --
(1.830) --
Total Distributions (1.346) (1.329) (.811) (1.480) (.670) (.290)
(2.280) (.240)
Net Asset Value, End of Period $ 13.99 $ 11.28 $ 12.86 $ 11.57 $ 12.08
$ 10.05 $ 11.22 $ 10.58
Total Return(4) 36.26% (2.05)% 18.23% 8.19% 27.29%
(7.78)% 27.81% 8.23%(3)
Ratios/Supplemental Data:
Net Assets, End of Period $(000) 61,256 38,920 47,241 31,809 34,150
24,649 15,885 24,524
Ratio of Expenses to Average
Net Assets(1) 0.96% 0.90% 0.93% 0.96% 0.98%
1.00% 1.00% 1.00%(2)
Ratio of Net Investment Income to
Average Net Assets 1.75% 1.94% 1.59% 2.16% 2.52%
3.29% 2.95% 3.03%(2)
Portfolio Turnover Rate 75.93% 87.83% 57.31% 63.79% 77.85%
52.27% 42.00% 33.03%

</TABLE>

- --------

+ Restated.

* Date commenced operations.

(1) Reflects expenses after waivers of advisory fees and other expenses based
on net expenses incurred during the most recent fiscal year. Without the
voluntary waiver of fees, the expense ratios for the years ended December
31, 1995, 1994, 1993, 1992, 1991, 1990 and 1989 and the period ended
December 31, 1988, would have been 0.97%, 0.92%, 0.96%, 0.98%, 1.01%,
1.21%, 1.47% and 1.41% (annualized).

(2) Annualized.

(3) Total returns for periods of less than one year are not annualized.

(4) Sales load is not reflected in total return.

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

Set forth below are the investment objectives and policies of each of the
Funds. Those investments that may be made by all of the Funds are listed on page
8 following the specific description of each Fund. Each Fund may also invest in
securities described in ``Investment Strategies'' below and the Statement of
Additional Information.

EQUITY FUND

Primarily, the Equity Fund seeks to provide capital appreciation and
current income.

The Equity Fund seeks to provide investors with capital appreciation and
current income. The Fund seeks to attain its investment objective by investing,
under normal market conditions, at least 65% of its total assets in common
stocks of larger capitalization companies, (i.e. companies with market
capitalization in excess of $500 million). The Fund's portfolio is generally
comprised of at least approximately 50 different issues. Risk is tempered by
diversification of investments.

EQUITY INCOME FUND

The Equity Income Fund seeks to provide current income and, secondarily,
capital appreciation.

The Equity Income Fund seeks to provide current income and, secondarily,
capital appreciation. The Fund seeks to achieve its investment objective by
investing, under normal market conditions, at least 65% of its total assets in
common stocks and convertible securities that the Fund's Portfolio Management
Agent believes offer good value, an attractive yield and dividend growth
potential.

GROWTH FUND

The Growth Fund seeks to provide capital appreciation and, secondarily,
current income.

SMALL-CAP FUND

The Small-Cap Fund seeks to provide long-term capital appreciation by
investing at least 65% of the value of its total assets in equity securities of
smaller to medium capitalization companies.

The Small-Cap Fund seeks to provide long term capital appreciation. The
Fund seeks to achieve its investment objective by investing, under normal market
conditions, at least 65% of the value of its total assets in equity securities
of smaller to medium capitalization companies (i.e. companies with
capitalizations between $100 million and $2.5 billion.)

The investment management discipline of the Fund searches for companies
offering above-average earnings, sales and asset value growth.

<PAGE>

INDEX FUND

The Index Fund seeks to provide the return and risk characteristics of the
S&P 500 Index.

The Fund seeks to closely match the weight of each security in the
portfolio approximating its weight in the S&P 500 Index. Although the Fund may
not hold all 500 issues included in the Index, it will generally hold at least
90% of such issues. In addition, the Fund may maintain positions in S&P 500
Stock Index futures contracts in an effort to ensure adequate liquidity and to
reduce transaction costs.

INTERNATIONAL FUND

The International Fund seeks to provide international diversification and
capital appreciation by investing at least 65% of the value of its assets in
common stocks of foreign issuers. Current income is a secondary objective.

The International Fund also may invest in exchange rate-related securities,
securities convertible into or exchangeable for foreign equity securities, and
custodial receipts for Treasury securities. In addition, the Fund may engage in
the purchase and sale of foreign currency for hedging purposes.

BALANCED FUND

The Balanced Fund seeks to provide current income and capital appreciation
through a balanced portfolio of fixed income and equity securities.

The Balanced Fund seeks to provide current income and capital appreciation
by investing in a balanced portfolio of fixed income and equity securities. The
Fund seeks to achieve its investment objective by utilizing an active asset
allocation approach. Under normal market conditions, equity securities are
expected to comprise between 40% to 65% of the Fund's total assets and fixed
income securities are expected to comprise at least 25% of the Fund's total
assets.

<PAGE>

ALL FUNDS

Each Fund may invest in securities convertible into or exchangeable for
common stocks or preferred stocks, as well as Government Securities and debt
obligations of domestic corporations rated ``Baa'' or better by Moody's
Investors Services, Inc. (``Moody's'') or ``BBB'' or better by S&P, or an
equivalent rating by another nationally recognized statistical rating
organization at the time of purchase or, if not rated are considered by the
Portfolio Management Agent to be of comparable quality. Debt obligations rated
``BBB'' by S&P, ``Baa'' by Moody's or the equivalent by such other rating
organization may have speculative characteristics, and changes in economic
conditions or other circumstances are more likely to lead to a weakened capacity
to make principal and interest payments than is the case with higher grade
bonds. In addition, each Fund may invest in asset-backed securities, securities
of other investment companies, securities with puts, warrants (not representing
more than 5% of net assets), when-issued securities and forward commitments,
forward foreign currency exchange contracts, mortgage-related securities, zero
coupon securities, securities purchased in an initial public offering,
floating/variable rate obligations, commercial paper, short-term money market
instruments and cash equivalents, such as certificates of deposit, demand and
time deposits and banker's acceptance notes. Each Fund also may invest in
American Depositary Receipts, European Depository Receipts and, with respect to
10% (100% for the International Fund) of total assets, debt and equity
securities of foreign issuers. Further, each Fund may purchase and sell covered
put and call options on securities, index and interest rate futures contracts
and options on futures contracts as well as enter into repurchase agreements and
reverse repurchase agreements. In addition, each Fund may lend its portfolio
securities with respect to up to one-third of its net assets.

--------

Portfolio securities of each Fund are kept under continuing supervision and
changes may be made whenever, in the judgment of the Portfolio Management Agent,
a security no longer meets the objective of the Fund. Portfolio changes also may
be made to increase or decrease investments in anticipation of changes in
security prices in general or to provide funds required for redemptions,
distributions to shareholders or other corporate purposes. Neither the length of
time a security has been held nor the rate of turnover of a Fund's portfolio is
considered a limiting factor on such changes.

--------

Each Fund may purchase debt obligations that are not rated if, in the
opinion of the Portfolio Management Agent, they are of investment quality at
least comparable to other rated investments that may be purchased by the Fund.
After purchase by a Fund, a security may cease to be rated or its rating may be
reduced below the minimum required for purchase by the Fund. Neither event will
require the Fund to sell the security unless the amount of the security exceeds
permissible limits. However, the Portfolio Management Agent will reassess
promptly whether the security presents minimal credit risks and determine
whether continuing to hold the security is in the best interests of the Fund. To
the extent that the ratings given by Moody's, S&P or another nationally
recognized statistical rating organization for securities may change as a result
of changes in the rating systems or due to corporate reorganization of such
rating organizations, each Fund will attempt to use comparable ratings as
standards for its investments in accordance with the investment objectives and
policies of that Fund. The ratings of Moody's and S&P are more fully described
in the Appendix to the Statement of Additional Information.

<PAGE>

INVESTMENT STRATEGIES

ASSET-BACKED SECURITIES. Each Fund may purchase asset-backed securities,
which represent a participation in, or are secured by and payable from, a stream
of payments generated by particular assets, most often a pool of assets similar
to one another. Assets generating such payments will consist of motor vehicle
installment purchase obligations, credit card receivables, home equity loans,
equipment leases, manufactured housing loans and marine loans. In accordance
with guidelines established by the Boards of Trustees and Directors,
asset-backed securities may be considered illiquid securities and, therefore,
may be subject to a Fund's 15% (10% with respect to the Equity Fund) limitation
on such investments.

CONVERTIBLE SECURITIES. Each Fund may invest in convertible securities.
Because convertible securities have the characteristics of both fixed-income
securities and common stocks, they sometimes are called ``hybrid'' securities.
Convertible bonds, debentures and notes are debt obligations offering a stated
interest rate; convertible preferred stocks are senior securities offering a
stated dividend rate. Convertible securities will at times be priced in the
market like other fixed income securities: that is, their prices will tend to
rise when interest rates decline and will tend to fall when interest rates rise.
However, because a convertible security provides an option to the holder to
exchange the security for either a specified number of the issuer's common
shares at a stated price per share or the cash value of such common shares, the
security market price will tend to fluctuate in relation to the price of the
common shares into which it is convertible. Thus, convertible securities
ordinarily will provide opportunities both for producing current income and
longer-term capital appreciation. Because convertible securities are usually
viewed by the issuer as future common stock, they are generally subordinated to
other senior securities and therefore are rated one category lower than the
issuers non-convertible debt obligations or preferred stock.

<PAGE>

secondary market will exist for a particular Exchange Rate-Related Security due
to conditions in the debt and foreign currency markets. Illiquidity in the
forward foreign exchange market and the high volatility of the foreign exchange
market may, from time to time, combine to make it difficult to sell an Exchange
Rate-Related Security prior to maturity without incurring a significant price
loss.

FLOATING AND VARIABLE RATE INSTRUMENTS. Each Fund may purchase
instruments
having a floating or variable rate of interest. These obligations bear interest
at rates that are not fixed, but vary with changes in specified market rates or
indices, such as the prime rate, or at specified intervals. Certain of these
obligations may carry a demand feature that would permit the holder to tender
them back to the issuer at par value prior to maturity. Each Fund will limit its
purchases of floating and variable rate obligations to those of the same quality
as it otherwise is allowed to purchase.

A floating or variable rate instrument may be subject to the Fund's
percentage limitation on illiquid investments if there is no reliable trading
market for the instrument or if the Fund may not demand payment of the principal
amount within seven days.

FOREIGN SECURITIES. The International Fund may invest in dollar-denominated
and non-dollar-denominated foreign equity and debt securities. Each other Fund
may invest up to 10% of its total assets in dollar denominated foreign equity
and debt securities. Each Fund also may invest in American Depositary Receipts
(``ADRs'') and European Depository Receipts. ADRs are certificates issued by a
U.S. depository (usually a bank) and represent a specified quantity of shares of
an underlying non-U.S. stock on deposit with a custodian bank as collateral.
European Depository Receipts are typically issued by foreign banks and trust
companies (although they may also be issued by U.S. banks or trust companies)
and evidence ownership of underlying securities issued by either a foreign or a
U.S. corporation.

Investments in foreign securities involve certain considerations that are
not typically associated with investing in domestic securities. For example,
investments in foreign securities typically involve higher transaction costs
than investments in U.S. securities. Foreign investments may have risks
associated with currency exchange rates, political instability, less complete
financial information about the issuers and less market liquidity. Future
political and economic developments, possible imposition of withholding taxes on
income, seizure or nationalization of foreign holdings, establishment of
exchange controls or the adoption of other governmental restrictions might
adversely affect the payment of principal and interest on foreign obligations.
In addition, foreign banks and foreign branches of domestic banks may be subject
to less stringent reserve requirements than and to different accounting,
auditing and recordkeeping requirements from domestic banks.

FORWARD CONTRACTS. Each Fund may enter into forward foreign currency
exchange contracts for the purchase and sale of a fixed quantity of a foreign
currency at a future date (``Forward Contracts''). A Fund may enter into Forward
Contracts for hedging purposes as well as non-hedging purposes. By entering into
transactions in Forward Contracts, however, a Fund may be required to forego the
benefits of advantageous changes in exchange rates and, in the case of Forward
Contracts entered into for non-hedging purposes, the Fund may sustain losses
which will reduce its gross income. A Fund may also enter into a Forward
Contract on one currency in order to hedge against risk of loss arising from
fluctuations in the value of a second currency (referred to as a ``cross
hedge'') if, in the judgment of the Portfolio Management Agent, a reasonable
degree of correlation can be

<PAGE>

expected between movements in the values of the two currencies. Forward
Contracts are traded over-the-counter, and not on organized commodities or
securities exchanges. As a result, such contracts operate in a manner distinct
from exchange-traded instruments, and their use involves certain risks beyond
those associated with transactions in futures contracts or options traded on
exchanges. Each Fund has established procedures consistent with statements of
the Securities and Exchange Commission and its staff regarding the use of
Forward Contracts by registered investment companies, which require use of
segregated assets or ``cover'' in connection with the purchase and sale of such
contracts.

GOVERNMENT SECURITIES. Government Securities consist of obligations issued
or guaranteed by the U.S. Government, its agencies, instrumentalities or
sponsored enterprises.

ILLIQUID SECURITIES. Each Fund may invest up to 15% (10% with respect to
the Equity Fund) of its net assets in securities that are considered illiquid.
Repurchase agreements and time deposits that do not provide for payment to the
Fund within seven days after notice or which have a term greater than seven days
are deemed illiquid securities for this purpose unless such securities are
variable amount master demand notes with maturities of nine months or less or
unless the Portfolio Management Agent or Investment Adviser has determined under
the supervision and direction of the Trust's Board of Trustees (or, with respect
to the Equity Fund, the Company's Board of Directors) that an adequate trading
market exists for such securities or that market quotations are readily
available.

Each Fund may also purchase Rule 144A securities sold to institutional
investors without registration under the Securities Act of 1933 and commercial
paper issued in reliance upon the exemption in Section 4(2) of the Securities
Act of 1933. These securities may be determined to be liquid in accordance with
guidelines established by the Portfolio Management Agent or Investment Adviser
and approved by the Trust's Board of Trustees (or, with respect to the Equity
Fund, the Company's Board of Directors). The Board of Trustees or Directors will
monitor the Portfolio Management Agent's or Investment Adviser's implementation
of these guidelines on a periodic basis.

INDEX FUTURES CONTRACTS; OPTIONS ON INDICES; OPTIONS ON
SECURITIES. Each
Fund may attempt to reduce the risk of investment in equity securities by
hedging a portion of its portfolio through the use of futures contracts on
indices and options on such indices traded on national securities exchanges.
Each Fund also may attempt to reduce the risk of investment in debt securities
by hedging a portion of its portfolio through the use of interest rate futures
and options on such futures contracts. A Fund will use futures contracts and
options on such futures contracts only as a hedge against anticipated changes in
the values of securities held in its portfolio or in the values of securities
that it intends to purchase.

Each Fund may invest in covered put and covered call options and may write
covered put and covered call options on securities in which they may invest
directly and that are traded on registered domestic securities exchanges or
over-the-counter.

<PAGE>

different than those needed to select portfolio securities; (4) the possible
inability to close out certain hedged positions may result in adverse tax
consequences; (5) the possible absence of a liquid secondary market for any
particular instrument and possible exchange-imposed price fluctuation limits,
either of which may make it difficult or impossible to close out a position when
desired; (6) the leverage risk, that is, the risk that adverse price movements
in an instrument can result in a loss substantially greater than a Fund's
initial investment in that instrument (in some cases, the potential loss is
unlimited); and (7) particularly in the case of privately- negotiated
instruments, the risk that the counterparty will fail to perform its
obligations, which could leave a Fund worse off than if it had not entered into
the position.

When a Fund invests in index and interest rate futures contracts and
options, it may be required to segregate cash and other high-grade liquid assets
or certain portfolio securities to `cover' the Fund's position. Assets
segregated or set aside generally may not be disposed of so long as a Fund
maintains the positions requiring segregation or cover. Segregating assets could
diminish a Fund's return due to the opportunity losses of foregoing other
potential investments with the segregated assets.

See ``Investment Strategies'' in the Statement of Additional Information.

INVESTMENT COMPANY SECURITIES. In connection with the management of its
daily cash positions, each Fund may invest in securities issued by investment
companies that invest in short-term, debt securities (which may include
municipal obligations that are exempt from federal income taxes) and which seek
to maintain a $1.00 net asset value per share. Each Fund, other than the Equity
Fund, may also invest in securities issued by investment companies that invest
in securities in which such Fund could invest directly. Securities of investment
companies may be acquired by any of the Funds within the limits prescribed by
the Investment Company Act of 1940, as amended (the ``1940 Act''). These limit
each such Fund so that: (i) not more than 5% of its total assets will be
invested in the securities of any one investment company; (ii) not more than 10%
of its total assets will be invested in the aggregate in securities of
investment companies as a group; and (iii) not more than 3% of the outstanding
voting stock of any one investment company will be owned by the Fund or by the
Trust or the Company as a whole. As a shareholder of another investment company,
a Fund would bear, along with other shareholders, its pro rata portion of the
other investment company's expenses, including advisory fees. These expenses
would be in addition to the advisory and other expenses that a Fund bears
directly in connection with its own operations.

LOANS OF PORTFOLIO SECURITIES. Each Fund may lend to brokers, dealers and
financial institutions securities from its portfolio representing up to
one-third of the Fund's net assets. However, such loans may be made only if cash
or cash equivalent collateral, including letters of credit, marked-to-market
daily and equal to at least 100% of the current market value of the securities
loaned (including accrued interest and dividends thereon) plus the interest
payable to the Fund with respect to the loan is maintained by the borrower in a
segregated account. In determining whether to lend a security to a particular
broker, dealer or financial institution, the Portfolio Management Agent or the
Investment Sub-Adviser will consider all relevant facts and circumstances,
including the creditworthiness of the broker, dealer or financial institution.
No Fund will enter into any portfolio security lending arrangement having a
duration longer than one year. Any securities that a Fund may receive as
collateral will not become part of the Fund's portfolio at the time of the loan
and, in the event of a default by the borrower, the Fund will, if permitted by
law, dispose of such collateral except for such part thereof that is a security
in which the Fund is permitted to invest. During the time securities are on
loan, the borrower will pay the Fund any accrued income on those securities, and

<PAGE>

the Fund may invest the cash collateral and earn additional income or receive an
agreed upon fee from the borrower. Loans of securities by a Fund will be subject
to termination at the Fund's or the borrower's option. Each Fund may pay
reasonable administrative and custodial fees in connection with a securities
loan and may pay a negotiated fee to the borrower or the placing broker.
Borrowers and placing brokers may not be affiliated, directly or indirectly,
with the Trust, the Company, the Investment Adviser, the Investment Sub-Adviser,
the Portfolio Management Agent or the Distributor.

MORTGAGE-RELATED SECURITIES. Each Fund may invest in mortgage-backed
securities, including collateralized mortgage obligations (``CMOs'') and
Government Stripped Mortgage-Backed Securities. CMOs are types of bonds secured
by an underlying pool of mortgages or mortgage pass-through certificates that
are structured to direct payments on underlying collateral to different series
or classes of obligations. To the extent that CMOs are considered to be
investment companies, investment in such CMOs will be subject to the percentage
limitations described above under ``Investment Company Securities.''

Government Stripped Mortgage-Backed Securities are mortgage-backed
securities issued or guaranteed by Government National Mortgage Association
(``GNMA''), Federal National Mortgage Association (``FNMA''), or Federal Home
Loan Mortgage Corporation (``FHLMC''). These securities represent beneficial
ownership interests in either periodic principal distributions
(``principal-only'') or interest distributions (``interest-only'') on
mortgage-backed certificates issued by GNMA, FNMA or FHLMC, as the case may be.
The certificates underlying the Government Stripped Mortgage-Backed Securities
represent all or part of the beneficial interest in pools of mortgage loans.

MUNICIPAL OBLIGATIONS. The Balanced Fund may purchase municipal
obligations. Municipal bonds generally have a maturity at the time of issuance
of up to 30 years. Municipal notes generally have maturities at the time of
issuance of three years or less. These notes are generally issued in
anticipation of the receipt of tax funds, the proceeds of bond placements or
other revenues. The ability of an issuer to make payments is therefore dependent
on these tax receipts, proceeds from bond sales or other revenues, as the case
may be. Municipal commercial paper is a debt obligation with an effective
maturity or put date of 270 days or less that is issued to finance seasonal
working capital needs or as short-term financing in anticipation of longer-term
debt.

REPURCHASE AGREEMENTS AND REVERSE REPURCHASE AGREEMENTS.
Each Fund may
purchase portfolio securities subject to the seller's agreement to repurchase
them at a mutually agreed upon time and price, which includes an amount
representing interest on the purchase price. A Fund may enter into repurchase
agreements only with respect to obligations that could otherwise be purchased by
the Fund. The seller will be required to maintain in a segregated account for
the Fund cash or cash equivalent collateral equal to at least 100% of the
repurchase price (including accrued interest). Default or bankruptcy of the
seller would expose a Fund to possible loss because of adverse market action,
delays in connection with the disposition of the underlying obligations or
expenses of enforcing its rights.

Each Fund may borrow funds for temporary purposes by selling portfolio
securities to financial institutions such as banks and broker/dealers and
agreeing to repurchase them at a mutually specified date and price (``reverse
repurchase agreements''). Reverse repurchase agreements involve the risk that
the market value of the securities sold by a Fund may decline below the
repurchase price. A Fund would pay interest on amounts obtained pursuant to a
reverse repurchase agreement.

<PAGE>

A Fund may not enter into a repurchase agreement or reverse repurchase
agreements if, as a result, more than 15% (10% with respect to the Equity Fund)
of the Fund's net assets would be invested in repurchase agreements or reverse
repurchase agreements with a maturity of more than seven days and in other
illiquid securities. The Funds will enter into repurchase agreements and reverse
repurchase agreements only with registered broker/dealers and commercial banks
that meet guidelines established by the Trust's Board of Trustees or the
Company's Board of Directors.

SECURITIES WITH PUTS. In order to maintain liquidity, each Fund may enter
into puts with respect to portfolio securities with banks or broker/dealers
that, in the opinion of the Portfolio Management Agent, or, with respect to the
International Fund, the Investment Sub-Adviser, present minimal credit risks.
The ability of these Funds to exercise a put will depend on the ability of the
bank or broker/dealer to pay for the underlying securities at the time the put
is exercised. In the event that a bank or broker/dealer defaults on its
obligation to repurchase an underlying security, the Fund might be unable to
recover all or a portion of any loss sustained by having to sell the security
elsewhere.

STAND-BY COMMITMENTS. The Balanced Fund may acquire ``stand-by
commitments'' with respect to obligations held by it. Under a stand-by
commitment, a dealer agrees to purchase, at the Fund's option, specified
obligations at a specified price. The acquisition of a stand-by commitment may
increase the cost, and thereby reduce the yield, of the obligations to which the
commitment relates. The Balanced Fund will acquire stand-by commitments solely
to facilitate portfolio liquidity and does not intend to exercise its rights
thereunder for trading purposes. Stand-by commitments acquired by a Fund will be
valued at zero in determining the Fund's net asset value.

STRIPPED SECURITIES. The International Fund may purchase participations in
trusts that hold U.S. Treasury and agency securities (such as TIGRs and CATs)
and also may purchase Treasury receipts and other stripped securities, which
represent beneficial ownership interests in either future interest payments or
the future principal payments on the securities held by the trust. These
instruments are issued at a discount from their ``face value'' and may
(particularly in the case of stripped mortgage-backed securities) exhibit
greater price volatility than ordinary debt securities because of the manner in
which their principal and interest are returned to investors. Participations in
TIGRs, CATs and other similar trusts are not considered U.S. Government
securities. Stripped securities will normally be considered illiquid investments
and will be acquired subject to the limitations on illiquid investments unless
determined to be liquid under guidelines established by the Board of Trustees.

U.S. GOVERNMENT OBLIGATIONS. Each of the Funds may invest in U.S.
Government Obligations which consist of bills, notes and bonds issued by the
U.S. Treasury. They are direct obligations of the U.S. Government and differ
primarily in the length of their maturities.

U.S. GOVERNMENT AGENCY AND INSTRUMENTALITY OBLIGATIONS. Each
of the Funds
may invest in obligations of the U.S. Government agencies and instrumentalities,
which are debt securities issued by U.S. Government-sponsored enterprises and
federal agencies. Some of these obligations are supported by: (a) the full faith
and credit of the U.S. Treasury (such as Government National Mortgage
Association participation certificates); (b) the limited authority of the issuer
to borrow from the U.S. Treasury (such as securities of the

<PAGE>

Federal Home Loan Bank); (c) the authority of the U.S. Government to purchase
certain obligations of the issuer (such as securities of the Federal National
Mortgage Association); or (d) the credit of the issuer only. In the case of
obligations not backed by the full faith and credit of the U.S., the investor
must look principally to the agency issuing or guaranteeing the obligation for
ultimate repayment.

WARRANTS. Each Fund (except the Index Fund) may invest up to 5% of its net
assets at the time of purchase, and the Index Fund may invest without such
limitation, in warrants on securities in which they may invest directly.
Warrants that have been acquired in units or attached to other securities are
not subject to the percentage limitation. Warrants represent rights to purchase
securities at a specific price during a specified period of time.

WHEN-ISSUED SECURITIES. Each Fund may purchase securities (including
securities issued pursuant to an initial public offering) on a when-issued
basis, in which case delivery and payment normally take place within 45 days
after the date of the commitment to purchase. A Fund will make a commitment to
purchase securities on a when-issued basis only with the intention of actually
acquiring the securities, but may sell them before the settlement date, if
deemed advisable. The purchase price and the interest rate that will be received
are fixed at the time of the commitment. When-issued securities are subject to
market fluctuation and no income accrues to the purchaser prior to issuance.
Purchasing a security on a when-issued basis can involve a risk that the market
price at the time of delivery may be lower than the agreed upon purchase price.

ZERO COUPON SECURITIES. Each Fund may invest in zero coupon securities.
These securities are debt obligations that do not entitle the holder to any
periodic payments of interest prior to maturity and are issued and traded at a
discount. The values of zero coupon securities are subject to greater
fluctuations than are the values of income securities that distribute income
regularly. Zero coupon securities (which are not issued or guaranteed by the
U.S. Government) may be created by separating the interest and principal
component of Government Securities or securities issued by private corporate
issuers.

INVESTMENT LIMITATIONS

This section outlines each Fund's policies that may be changed only by a
majority vote of shareholders.

Unless otherwise noted, the foregoing investment objectives and related
policies and activities of each of the Funds are not fundamental and may be
changed by the Board of Trustees of the Trust (or, with respect to the Equity
Fund, the Board of Directors of the Company) without the approval of
shareholders, provided that, with respect to the Equity Fund, the policy
relating to investment company securities is a fundamental investment policy. If
there is a change in a Fund's investment objective, shareholders should consider
whether the Fund remains an appropriate investment in light of their then
current financial position and needs.

<PAGE>

Government, its agencies or instrumentalities, except that up to 25% of the
value of the total assets of a Fund may be invested without regard to this
limitation; (3) purchase securities of an issuer if, as a result, with respect
to 75% of its total assets, it would own more than 10% of the voting securities
of such issuer; or (4) borrow from banks, except that a Fund may borrow up to
10% of the current value of its total assets for temporary purposes only in
order to meet redemptions, and these borrowings may be secured by the pledge of
up to 10% of the current value of the Fund's net assets (but investments may not
be purchased while borrowings are in excess of 5%). It is also a fundamental
policy that each Fund may make loans of portfolio securities. In addition, it is
a fundamental policy that the Equity Fund may only invest up to 10% of the
current value of its net assets in repurchase agreements having maturities of
more than seven days, variable amount master demand notes having notice periods
of more than seven days, fixed time deposits subject to withdrawal penalties
having maturities of more than seven days, and securities that are not readily
marketable. Although not a matter of fundamental policy, the Funds consider the
securities of foreign governments to be a separate industry for purposes of the
25% asset limitation on investments in the securities of issuers conducting
their principal business activity in the same industry.

MANAGEMENT

TRUSTEES AND DIRECTORS

Edgar R. Fiedler Vice President and Economic Counsellor, The Conference
Board.

C. Gary Gerst Chairman of the Board of Directors and Trustees;
Chairman Emeritus, La Salle Partners, Ltd. (Real Estate
Developer and Manager).

John W. McCarter, Jr. Senior Vice President, Booz Allen & Hamilton, Inc.
(Consulting Firm); Director of W.W. Grainger, Inc. and
A.M. Castle, Inc.

Ernest M. Roth Consultant; Retired Senior Vice President and Chief
Financial Officer, Commonwealth Edison Company.

INVESTMENT ADVISER

This section highlights the experience, services offered, and compensation
of the Funds' Adviser.

Prior to the initial public offering of the Trust's shares,
the Trust will enter into an Advisory Contract with Harris Trust
with respect to the investment portfolios of the Trust.
The Company has entered into an Advisory Contract with
Harris Trust with respect to the investment portfolios of the
Company. Harris Trust, located at 111
West Monroe Street, Chicago, Illinois, is the successor to the investment
banking firm of N.W. Harris & Co. that was organized in 1882 and incorporated in
1907 under the present name of the bank. It is an Illinois state-chartered bank
and a member of the Federal Reserve System. At December 31, 1994, Harris Trust
had assets of more than $13 billion and was the largest of 14 banks owned by
Harris Bankcorp, Inc. Harris Bankcorp, Inc. is a wholly-owned subsidiary of
Bankmont Financial Corp., which is a wholly-owned subsidiary of Bank of
Montreal, a publicly traded Canadian banking institution.

As of December 31, 1994, Harris Trust managed more than $8 billion in
personal trust assets, and acted as custodian of more than $151 billion in
assets.

<PAGE>

With respect to the Funds, the Advisory Contracts provide that Harris Trust
is responsible for the supervision and oversight of the Portfolio Management
Agent's performance (as discussed below).

For all its services under the Advisory Contracts with the Funds, Harris
Trust is entitled to receive monthly advisory fees at the annual rate of 0.70%,
0.70%, 0.90%, 1.00%, 0.25%, 1.05% and 0.60% of the average daily net assets of
the Equity Fund, the Equity Income Fund, the Growth Fund, the Small-Cap Fund,
the Index Fund, the International Fund and the Balanced Fund, respectively.

PORTFOLIO MANAGEMENT AGENT

Harris Trust has entered into Portfolio Management Contracts with Harris
Investment Management, Inc. (``HIM'' or the ``Portfolio Management Agent'')
under which HIM undertakes to furnish investment guidance and policy direction
in connection with the daily portfolio management of the Funds. For the services
provided by HIM, Harris Trust will pay to HIM the advisory fees it receives from
the Funds. As of June 30, 1995, HIM managed an estimated $13 billion in assets.

Purchase and sale orders of the securities held by each of the Funds may be
combined with those of other accounts that HIM manages, and for which it has
brokerage placement authority, in the interest of seeking the most favorable
overall net results. When HIM determines that a particular security should be
bought or sold for any of the Funds and other accounts managed by HIM, HIM
undertakes to allocate those transactions among the participants equitably.

PORTFOLIO MANAGEMENT

GLASS-STEAGALL ACT

The Glass-Steagall Act, among other things, generally prohibits federally
chartered or supervised banks from engaging to any extent in the business of
issuing, underwriting, selling or distributing securities, although subsidiaries
of bank holding companies such as Harris Trust and HIM are permitted to purchase
and sell securities upon the order and for the account of their customers.

To the extent permitted by the Commission, the Funds may pay brokerage
commissions to certain affiliated persons. No such commission payments were made
during the last fiscal year by the Equity Fund.

<PAGE>

ADMINISTRATORS, CUSTODIAN AND TRANSFER AGENT

These service providers are responsible for maintaining the books and
records of the Funds, handling compliance and regulatory issues, processing
buy/sell orders, customer service and the safekeeping of securities.

First Data Investor Services Group, Inc. (formerly known as The Shareholder
Services Group, Inc.) (``First Data'' or the ``Administrator'') and PFPC Inc.
(``PFPC'' or the ``Administrator and Accounting Services Agent'') (collectively,
the ``Administrators'') serve as the administrators of the Funds. In such
capacity, the Administrators generally assist the Funds in all aspects of their
administration and operation. PFPC also serves as the transfer and dividend
disbursing agent of the Funds (the ``Transfer Agent'').

PNC Bank, N.A. (the ``Custodian'') serves as custodian of the assets of the
Funds. PFPC and the Custodian are indirect, wholly-owned subsidiaries of PNC
Bank Corp.

DISTRIBUTOR

The Distributor underwrites the Funds' shares which are then available for
purchase or redemption.

Funds Distributor, Inc. (the ``Distributor'') has entered into a
Distribution Agreement with the Trust (and, with respect to the Equity Fund, the
Company) pursuant to which it has the responsibility for distributing shares of
the Funds. The Distributor bears the cost of printing and mailing prospectuses
to potential investors and any advertising expenses incurred by it in connection
with the distribution of Shares, subject to the terms of the Service Plans
described below, if implemented pursuant to contractual arrangements between the
Trust and the Distributor or the Company and the Distributor and approved by the
Board of Trustees of the Trust (or, with respect to the Equity Fund, the Board
of Directors of the Company).

EXPENSES

Except for certain expenses borne by the Distributor, Harris Trust, HIM and
the Trust and the Company each bears all costs of its operations, including the
compensation of its Trustees or Directors who are not affiliated with Harris
Trust, HIM or the Distributor or any of their affiliates; advisory and
administration fees; payments pursuant to any Service Plan; interest charges;
taxes; fees and expenses of its independent accountants, legal counsel, transfer
agent and dividend disbursing agent; expenses of preparing and printing
prospectuses (except the expense of printing and mailing prospectuses used for
promotional purposes, unless otherwise payable pursuant to a Service Plan),
shareholders' reports, notices, proxy statements and reports to regulatory
agencies; insurance premiums and certain expenses relating to insurance
coverage; trade association membership dues; brokerage and other expenses
connected with the execution of portfolio securities transactions; fees and
expenses of the Funds' custodian including those for keeping books and accounts
and calculating the net asset value per share of the Funds; expenses of
shareholders' meetings and meetings of Boards of Trustees and Directors;
expenses relating to the issuance, registration and qualification of shares

<PAGE>

of the Funds; pricing services; organizational expenses; and any extraordinary
expenses. Expenses attributable to each Fund are charged against the assets of
the Fund. Other general expenses of the Trust and the Company are allocated
among the Funds in an equitable manner as determined by the Boards of Trustees
and Directors.

DETERMINATION OF NET ASSET VALUE

The Net Asset Value (NAV) is the price or value of one share of a Fund.

The net asset value per share of each of the Funds is determined at the
close of regular trading on the NYSE on each day the Funds are open for
business. The value of securities of the Funds (other than bonds and debt
obligations maturing in 60 days or less) is determined based on the last sale
price on the principal exchange on which the securities are traded as of the
close of regular trading on the NYSE (which is currently 4:00 P.M., New York
City time). In the absence of any sale on the valuation date, the securities are
valued at the closing bid price. Securities traded only on over-the-counter
markets are valued at closing over-the-counter bid prices. Portfolio securities
which are primarily traded on foreign securities exchanges are generally valued
at the closing values of such securities on their respective exchanges, except
when an occurrence subsequent to the time a value was so established is likely
to have changed such value. In such an event, the fair value of those securities
will be determined through the consideration of other factors by or under the
direction of the Boards of Trustees and Directors. Bonds are valued at the mean
of the last bid and asked prices. In the event that such prices are not readily
available, securities are valued at fair value as determined in good faith by
the Board of Trustees or Directors, as the case may be. Prices used for
valuations of securities are provided by independent pricing services. Debt
obligations with remaining maturities of 60 days or less are valued at amortized
cost when the Trust's Board of Trustees or the Company's Board of Directors, as
the case may be, has determined that amortized cost valuation represents fair
value.

PURCHASE OF SHARES

Contact your broker, financial institution or service agent for answers to
any questions you may have about purchasing shares.

Shares of any of the Funds may be purchased through authorized
broker/dealers, financial institutions and service agents (``Institutions'') on
any day the NYSE and the Fed are open for business. Individual investors will
purchase all shares directly through Institutions which will transmit purchase
orders directly to the Distributor. Institutions are responsible for the prompt
transmission of purchase, exchange or redemption orders, and may independently
establish and charge additional fees to their customers for such services, which
would reduce the customers' yield or return. No minimum initial or subsequent
investment limitations have been imposed. Each Institution through which shares
may be purchased may establish its own terms with respect to the requirement of
a minimum initial investment and minimum subsequent investments.

<PAGE>

The Trust (or the Company with respect to the Equity Fund) reserves the
right to reject any purchase order. All funds, net of sales charge, if any, will
be invested in full and fractional shares. Checks will be accepted for the
purchase of any Fund's shares subject to collection at full face value in U.S.
dollars. Inquiries may be directed to the Funds at the address and telephone
number on the cover of this Prospectus. Purchase orders for shares of the Fund
received in good order by the Distributor prior to the close of regular trading
(4:00 P.M., New York City time) on the NYSE will be executed at the offering
price, which includes a sales charge, next determined on that day. Orders placed
directly with the Distributor must be paid for by check or bank wire on the next
business day. Payment for the shares purchased through an Institution will not
be due until settlement date, normally three business days after the order has
been executed.

Although Class A Shares of the Funds are sold with a sales load of up to
4.50%, there are a number of ways to reduce the sales load.

When Class A Shares of the Funds are purchased through an Institution, the
Distributor reallows a portion of the sales charge. No sales charge will be
assessed on the reinvestment of distributions.

Sales charges for Class A Shares of the Funds are as follows:
<TABLE>
<CAPTION>

SALES CHARGE DEALER ALLOWANCE
SALES AS % OF NET AS % OF
AMOUNT OF PURCHASE CHARGE AMOUNT INVESTED
OFFERING PRICE
<S> <C> <C> <C>
Less than $100,000 4.50% 4.71% 4.25%
$100,000 up to (but less than) $200,000 4.00 4.17 3.75
$200,000 up to (but less than) $400,000 3.50 3.63 3.25
$400,000 up to (but less than) $600,000 2.50 2.56 2.25
$600,000 up to (but less than) $800,000 2.00 2.04 1.75
$800,000 up to (but less than) $1,000,000 1.00 1.01 0.75
$1,000,000 and over .00 .00 .00

</TABLE>

No sales charge will be assessed on purchases by (a) any bank, trust
company, or other institution acting on behalf of its fiduciary customer
accounts or any other trust account (including a pension, profit-sharing or
other employee benefit trust created pursuant to a plan qualified under Section
401 of the Internal Revenue Code of 1986, as amended (the ``Code'')); (b)
individuals with an investment account or relationship with HIM; (c) directors
and officers of the Company; (d) directors, current and retired employees of
Harris Bankcorp, Inc. or any of its affiliates and the immediate family members
of such individuals (spouses and children under 21); (e) brokers, dealers, and
agents who have a sales agreement with the Distributor, and their employees (and
the immediate family members of such individuals); (f) financial institutions,
financial planners, employee benefit plan consultants or registered investment
advisers acting for the accounts of their clients; and (g) customers of Harris
Trust and its affiliate banks.

<PAGE>

The Right of Accumulation allows an investor to combine the amount being
invested in Class A Shares of the non-money market funds of the Trust and the
Company with the total net asset value of Class A Shares currently being
purchased or already owned of such funds to determine reduced sales charges in
accordance with the above sales charge schedule. To obtain such discount, the
purchaser must provide sufficient information at the time of purchase to permit
verification that the purchase qualifies for the reduced sales charge, and
confirmation of the order is subject to such verification. The Right of
Accumulation may be modified or discontinued at any time by the Funds with
respect to all Class A Shares purchased thereafter.

A Letter of Intent allows an investor to purchase Class A Shares of the
non-money market funds of the Trust and the Company over a 13-month period at
reduced sales charges based on the total amount intended to be purchased plus
the total net asset value of Class A Shares already owned pursuant to the terms
of the letter of such fund. Each investment made during the period receives the
reduced sales charge applicable to the total amount of the intended investment.
If such amount is not invested within the period, the investor must pay the
difference between the sales charges applicable to the purchases made and the
charges previously paid.

Each Fund also offers Institutional Shares. Different classes of shares of
a single portfolio may bear different sales charges and other expenses which may
affect their relative performance. Investors may call 1-800-982-8782 to obtain
more information concerning Institutional Shares of the Funds.

REDEMPTION OF SHARES

Shares may be redeemed at their next determined net asset value after
receipt of a proper request by the Distributor directly or through any
Institution.

There is no charge by the Funds for redemptions, although Institutions may
charge an account-based service fee.

There is no charge for redemption transactions, but an Institution may
charge an account-based service fee. Redemption orders received by an
Institution before the close of the NYSE with respect to shares of a Fund and
received by the Distributor before the close of business on the same day will be
executed at the Fund's net asset value per share next determined on that day.
Redemption orders received by an Institution after the close of the NYSE, or not
received by the Distributor prior to the close of business, will be executed at
the Fund's net asset value next determined on the next business day.

Redemption orders for a Fund that are received in good order by 4:00 P.M.
(New York City time) will normally be remitted within five business days but not
more than seven days. In the case of a redemption request made shortly after a
recent purchase, the redemption proceeds will be distributed upon the clearance
of the shareholder's check used to purchase the Fund's shares which may take up
to 15 days or more after the investment. The proceeds may be more or less than
cost and, therefore, a redemption may result in a gain or loss for federal
income tax purposes. Payment of redemption proceeds may be made in readily
marketable securities.

REDEMPTION THROUGH INSTITUTIONS

<PAGE>

of the redemption proceeds prior to the clearance of a check issued to a
redeeming shareholder for the proceeds or prior to disbursement or reinvestment
of the proceeds on behalf of the shareholder.

Because of the high cost of maintaining small accounts, the Trust (or the
Company with respect to the Equity Fund) reserves the right to involuntarily
redeem accounts on behalf of shareholders whose share balances fall below $500
unless this balance condition results from a decline in the market value of a
Fund's assets. Prior to such a redemption, a shareholder will be notified in
writing and permitted 30 days to make additional investments to raise the
account balance to the specified minimum.

EXCHANGE PRIVILEGE

Once you have held shares for 7 days or more, you can exchange these shares
for other eligible Harris Insight Fund Class A Shares.

Class A Shares of any of the Funds that have been held for seven days or
more may be exchanged for shares of any other fund in the Harris Insight Funds
in an identically registered account, provided Class A Shares of the Fund to be
acquired are registered for sale in the shareholder's state of residence, on the
following terms: Class A Shares of the non-money market funds of the Trust and
the Company may be exchanged for Class A Shares of one another and for Class A
Shares of each of the money market funds of the Company, all at respective net
asset values. In addition, Class A Shares of a Fund that have been exchanged
pursuant to these privileges may be re-exchanged at respective net asset values
of Class A Shares of the Fund in which they were originally invested upon
notification.

Procedures applicable to redemption of a Fund's shares are also applicable
to exchanging shares. The Trust (or the Company with respect to the Equity Fund)
reserves the right to limit the number of times shares may be exchanged between
the Harris Insight Funds, to reject any telephone exchange order or otherwise to
modify or discontinue exchange privileges at any time upon 60 days written
notice. A capital gain or loss for tax purposes may be realized upon an
exchange, depending upon the cost or other basis of shares redeemed.

SERVICE PLANS

The Service Plans for the Funds allow these Funds to pay Service Agents for
certain servicing activities provided to their customers.

Under each Fund's Service Plan relating to Class A Shares, each Fund bears
the costs and expenses in connection with advertising and marketing the Fund's
shares and pays the fees of financial institutions (which may include banks),
securities dealers and other industry professionals, such as investment
advisers, accountants and estate planning firms (collectively, ``Service
Agents'') for servicing activities, as described below, at a rate up to 0.25%
per annum of the average daily net asset value of the Fund's Class A Shares.
However, Harris Trust or HIM, in lieu of a Fund, from time to time in its sole
discretion, may volunteer to bear the costs of such fees to certain Service
Agents. The Administrators and the Distributor may act as Service Agents and
receive fees under a Service Plan. For more information concerning expenses
pursuant to the Service Plans, see ``Management.''

<PAGE>

customer's account balance and integrating such statements with those of other
transactions and balances in the customer's other accounts serviced by the
Service Agent; arranging for bank wires, distribution and such other services as
a Fund may request, to the extent the Service Agent is permitted to do so by
applicable statute, rule or regulation.

DIVIDENDS AND DISTRIBUTIONS

The Equity, Growth, Index and Balanced Funds declare and pay dividends
quarterly; the Small-Cap and International Funds declare and pay dividends semi-
annually.

Dividends from net investment income of each of the Equity, Equity Income,
Growth, Index and Balanced Funds will be declared and paid quarterly. Dividends
from net investment income of each of the Small-Cap and International Funds will
be declared and paid semi-annually. Each Fund's net taxable capital gains, if
any, will be distributed at least annually (to the extent required to avoid
imposition of the 4% excise tax described below). Dividends and distributions
paid by any of the Funds will be invested in additional shares of the same Fund
at net asset value and credited to the shareholder's account on the payment date
or, at the shareholder's election, paid in cash. Dividend checks and Statements
of Account will be mailed approximately two business days after the payment
date. Each Fund will forward to the Transfer Agent the monies for dividends to
be paid in cash on the payment date.

FEDERAL INCOME TAXES

Each Fund (and each of the other Harris Insight Funds) will be treated as a
separate entity for tax purposes and thus the provisions of the Internal Revenue
Code (the ``Code'') generally will be applied to each Fund separately, rather
than to the Trust or the Company as a whole. As a result, net capital gains, net
investment income, and operating expenses will be determined separately for each
Fund. The Trust (or the Company with respect to the Equity Fund) intends to
qualify each Fund as a regulated investment company under Subchapter M of the
Code. As a portfolio of a regulated investment company, each Fund will not be
subject to federal income taxes with respect to net investment income and net
capital gains distributed to its shareholders, as long as it distributes 90% or
more of its net investment income (including net short-term capital gains) each
year.

Dividends from net investment income (including net short-term capital
gains) will be taxable as ordinary income.

A taxable gain or loss may also be realized by a holder of shares in a Fund
upon the redemption or transfer of shares depending on the tax basis of the
shares and their price at the time of the transaction.

The Trust (or the Company with respect to the Equity Fund) will be required
to withhold, subject to certain exemptions, a portion (currently 31%), from
dividends paid or credited to individual shareholders and from redemption
proceeds, if a correct taxpayer identification number, certified when required,
is not on file with the Trust (or the Company with respect to the Equity Fund)
or Transfer Agent.

<PAGE>

ACCOUNT SERVICES

ORGANIZATION AND CAPITAL STOCK

The Trust is a diversified open-end management investment company which was
organized on December 6, 1995 as a business trust under the laws of The
Commonwealth of Massachusetts. The Trust offers shares of beneficial interest,
$.001 par value, for sale to the public. Currently, the Trust has eleven
portfolios in operation. The Board has authorized each of the eleven Funds which
are portfolios of the Trust to issue two classes of shares, Class A and
Institutional Shares.

The Company, which was incorporated in Maryland on September 16, 1987, is a
diversified, open-end management investment company. The authorized capital
stock of the Company consists of 10,000,000,000 shares having a par value of
$.001 per share. Currently, the Company has six portfolios in operation. The
Board has authorized the Equity Fund to issue two classes of shares, Class A and
Institutional Shares.

Institutional Shares of the Fund, which are offered only to certain classes
of investors, do not bear any sales, marketing or distribution expenses. In the
future, the Board of Trustees of the Trust and the Board of Directors of the
Company may authorize the issuance of shares of additional investment portfolios
and additional classes of shares of any portfolio. Different classes of shares
of a single portfolio may bear different sales charges and other expenses which
may affect their relative performance. Information regarding other classes of
shares may be obtained by calling the Funds at the telephone number shown on the
cover page of this Prospectus or from any institution which makes available
shares of the Funds. All shares of the Trust and all shares of the Company have
equal voting rights and will be voted in the aggregate, and not by class, except
where voting by class is required by law or where the matter involved affects
only one class. A more detailed statement of the voting rights of shareholders
is contained in the Statement of Additional Information. All shares of the Trust
and all shares of the Company, when issued, will be fully paid and
non-assessable.

As of January , 1996, [Integra Trust Services] held of record [1,271,807]
shares, equal to [29.8%] of the outstanding shares of the Equity Fund and Harris
Trust held of record [1,285,028] shares, equal to [30.1%] of the outstanding
shares of the Equity Fund. Harris Trust has indicated that it holds its shares
on behalf of various client accounts and not as beneficial owner.

<PAGE>

REPORTS TO SHAREHOLDERS

The fiscal year of both the Trust and the Company ends on December 31. Each
of the Trust and the Company will send to its shareholders a semi-annual report
showing the investments held by each of the Funds and other information
(including unaudited financial statements) pertaining to the Trust or the
Company, as the case may be. An annual report, containing financial statements
audited by independent accountants, is also sent to shareholders.

CALCULATION OF YIELD AND TOTAL RETURN

The total return of each Fund shows what an investment in the Fund would
have earned over a specific period of time.

From time to time each of the Funds may advertise its ``total return'' and
yield. ``Total return'' refers to the amount an investment in a Fund would have
earned, including any increase or decrease in net asset value, over a specified
period of time and assumes the payment of the maximum sales load and the
reinvestment of all dividends and distributions.

The total return of each Fund shows what an investment in Class A Shares of
the Fund would have earned over a specified period of time (such as one, five or
ten years or the period of time since commencement of operations, if shorter)
assuming the payment of the maximum sales loads when the investment was first
made and that all distributions and dividends by the Fund were reinvested on
their reinvestment dates during the period less all recurring fees. When a Fund
compares its total return to that of other mutual funds or relevant indices, its
total return may also be computed without reflecting the sales load so long as
the sales load is stated separately in connection with the comparison.

The yield of each Fund refers to the income generated by an investment in
Class A Shares of the Fund over a 30-day period (which period will be stated in
the advertisement). This income is then ``annualized.'' That is, the amount of
income generated by the investment during the 30-day period is assumed to be
earned and reinvested at a constant rate and compounded semi-annually. The
annualized income is then shown as a percentage of the investment.

<PAGE>

INVESTMENT ADVISER
Harris Trust & Savings Bank
111 West Monroe Street
Chicago, Illinois 60603

PORTFOLIO MANAGEMENT AGENT
Harris Investment Management, Inc.
190 South LaSalle Street
Chicago, Illinois 60603

ADMINISTRATORS
First Data Investor Services Group, Inc.
53 State Street
Boston, Massachusetts 02109

PFPC Inc.
103 Bellevue Parkway
Wilmington, Delaware 19809

DISTRIBUTOR
Funds Distributor, Inc.
One Exchange Place
Boston, Massachusetts 02109

CUSTODIAN
PNC Bank, N.A.
Broad and Chestnut Streets
Philadelphia, Pennsylvania 19101

TRANSFER AGENT AND
DIVIDEND DISBURSING AGENT
PFPC Inc.
P.O. Box 8950
Wilmington, Delaware 19885

INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
Philadelphia, Pennsylvania

LEGAL COUNSEL
Bell, Boyd & Lloyd
Chicago, Illinois

HARRIS INSIGHT FIXED INCOME FUNDS

HARRIS INSIGHT FUNDS
One Exchange Place, Boston, Massachusetts 02109
Telephone: (800) 982-8782

The Harris Insight Funds Trust (the ``Trust'') is an open-end, diversified
management investment company that currently offers a selection of eleven
investment portfolios. HT Insight Funds, Inc. (the ``Company'') is an open-end,
diversified management investment company that currently offers six investment
portfolios. (The eleven portfolios of the Trust and five of the six portfolios
of the Company are collectively referred to herein as the ``Harris Insight
Funds'' or the ``Funds'') This Prospectus describes one class of shares (``Class
A Shares'' or ``Shares'') of each of five investment portfolios offered by the
Trust and the Class A Shares of the Harris Insight Short/Intermediate Bond Fund,
a portfolio offered by the Company. The Funds are as follows:

o Harris Insight Convertible Securities Fund (the ``Convertible Securities
Fund'')

o Harris Insight Short/Intermediate Bond Fund (the ``Short/Intermediate
Fund'')

o Harris Insight Bond Fund (the ``Bond Fund'')

o Harris Insight Intermediate Government Bond Fund (the ``Government Fund'')

o Harris Insight Intermediate Tax-Exempt Bond Fund (the ``Intermediate
Tax-Exempt Fund'')

o Harris Insight Tax-Exempt Bond Fund (the ``Tax-Exempt Fund'')

This Prospectus sets forth concisely the information a prospective investor
should know before investing in the Funds. Please read and retain it for future
reference. A Statement of Additional Information dated February 21, 1996,
containing more detailed information about the Funds has been filed with the
Securities and Exchange Commission and (together with any supplements thereto)
is incorporated by reference into this Prospectus. The Statement of Additional
Information and separate Prospectuses for the other investment portfolios
offered by the Trust or the Company may be obtained without charge by writing or
calling the Harris Insight Funds at the address and telephone number printed
above.

--------

February 21, 1996

<PAGE>

TABLE OF CONTENTS

PAGE
Expense Table 3
Highlights 4
Financial Highlights 6
Investment Objectives and Policies 7
Convertible Securities Fund 7
Short/Intermediate Fund 8
Bond Fund 9
Government Fund 9
Intermediate Tax-Exempt Fund 10
Tax-Exempt Fund 10
All Funds 10
Investment Strategies 11
Investment Limitations 20
Management 21
Determination of Net Asset Value 23
Purchase of Shares 24
Redemption of Shares 26
Exchange Privilege 27
Service Plans 27
Dividends and Distributions 28
Federal Income Taxes 28
Account Services 29
Organization and Capital Stock 29
Reports to Shareholders 30
Calculation of Yield and Total Return 30

No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, the Statement of
Additional Information and/or in the Funds' official sales literature in
connection with the offering of the Funds' shares and, if given or made, such
other information or representations must not be relied upon as having been
authorized by the Trust, the Company or the Distributor. This Prospectus does
not constitute an offer in any state in which, or to any person to whom, such
offer may not lawfully be made.

<PAGE>

EXPENSE TABLE

Expenses and fees payable by shareholders are summarized in this table and
expressed as a percentage of average net assets.

The following table sets forth certain information concerning shareholder
transaction expenses and projected annual fund operating expenses for Class A
Shares of the Funds during the current fiscal year.

CONVERTIBLE SHORT/
INTERMEDIATE
SECURITIES INTERMEDIATE BOND
GOVERNMENT TAX-EXEMPT TAX-EXEMPT
FUND FUND FUND FUND FUND
FUND
<S> <C> <C> <C> <C> <C>
<C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases 4.50% 4.50% 4.50% 4.50%
4.50% 4.50%
ANNUAL FUND OPERATING EXPENSES*:
(as a percentage of average net assets)
Advisory Fees 0.70% 0.34%+ 0.40%+ 0.30%+
0.60%+ 0.60%+
Rule 12b-1 Fees 0.25% 0.25% 0.25% 0.25% 0.25%
0.25%
Other Expenses++ 0.22% 0.26% 0.20% 0.20%
0.20% 0.20%
---- ---- ---- ---- ---- ----
Total Fund Operating Expenses 1.17% 0.85%+ 0.85%+ 0.75%+
1.05%+ 1.05%+
==== ==== ==== ====
==== ====
</TABLE>

* Customers of a financial institution, such as Harris Trust & Savings Bank,
may be charged certain fees and expenses by their institution. These fees
may vary depending on the capacity in which the institution provides
fiduciary and investment services to the particular client (e.g., trust,
estate settlement, advisory and custodian services).

+ Reflects advisory fees after waivers.

++ With respect to each Fund, other than the Short/Intermediate Fund, the
amount of ``Other Expenses'' in the table above is based on estimated
expenses and projected assets for the current fiscal year. With respect to
the Short/Intermediate Fund, the amount of ``Other Expenses'' is based on
amounts incurred during the most recent fiscal year.

Without waivers, the ratio of total fund operating expenses to average net
assets would be 1.21% with respect to the Short/Intermediate Fund and 1.10%
with respect to the Bond Fund, Government Fund, Intermediate Tax-Exempt
Fund and Tax-Exempt Fund. The investment adviser has voluntarily agreed to
waive a portion of its advisory fees with respect to the Short/Intermediate
Fund, the Bond Fund, the Government Fund, the Intermediate Tax-Exempt Fund
and the Tax-Exempt Fund and will not increase its advisory fee without
prior approval of the Company's Board of Directors and 30 days' prior
notice to shareholders. Without waivers, the advisory fee for the
Short/Intermediate Fund would be 0.70% of the Fund's average net assets.
Without waivers, the advisory fee for each of the Bond, Government,
Intermediate Tax-Exempt and Tax-Exempt Funds would be 0.65% of each Fund's
average net assets.

EXAMPLE

You would pay the following expenses on a $1,000 investment in Class A Shares,
assuming (1) a hypothetical 5% gross annual return and (2) redemption at the end
of each time period:

CONVERTIBLE SHORT/
INTERMEDIATE
SECURITIES INTERMEDIATE BOND
GOVERNMENT TAX-EXEMPT TAX-EXEMPT
FUND FUND FUND FUND FUND
FUND
<S> <C> <C> <C> <C> <C>
<C>
1 year $56 $ 53 $53 $52 $55 $55
3 years 80 71 71 68 77 77
5 years N/A 90 N/A N/A N/A N/A
10 years N/A 145 N/A N/A N/A
N/A
</TABLE>

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST
OR FUTURE
EXPENSES OR PERFORMANCE WHICH MAY BE MORE OR LESS THAN THOSE
SHOWN.

<PAGE>

HIGHLIGHTS

The following six investment portfolios are described in this Prospectus:

SHORT/INTERMEDIATE BOND FUND -- seeks to provide a high level of total return,
including a competitive level of current income, by investing primarily in
investment grade debt securities with a short intermediate term average
maturity.

BOND FUND -- seeks to provide a high level of total return, including a
competitive level of current income, by investing primarily in investment grade
debt securities of varying maturities.

GOVERNMENT FUND -- seeks to provide a high level of current income, consistent
with preservation of capital, by investing primarily in Government Securities
having an intermediate term average maturity.

See page 7 below.

WHO MANAGES EACH FUND'S INVESTMENTS?

Harris Investment Management, Inc. (``HIM'' or the ``Portfolio Management
Agent'') provides daily portfolio management services for the Funds, other than
the Tax-Exempt Money Fund. HIM and its predecessors have managed client assets
for over 100 years. HIM has a staff of 96, including 64 professionals, providing
investment expertise to the management of Harris Insight Funds and for pension,
profit-sharing and institutional portfolios. As of June 30, 1995, assets under
management are estimated to exceed $13 billion. See page 21.

Harris Trust and HIM are subsidiaries of Harris Bankcorp., Inc.

WHAT ADVANTAGES DO THE FUNDS OFFER?

The Funds are designed for individual and institutional investors. A single
investment in shares of the Funds gives the investor benefits customarily
available only to large investors, such as diversification of investment,
greater liquidity and professional management, block purchases of securities,
relief from bookkeeping, safekeeping of securities and other administrative
details.

<PAGE>

WHEN ARE DIVIDENDS PAID?

Dividends from each of the Funds, except the Convertible Securities Fund,
are declared daily and paid monthly. Dividends from the Convertible Securities
Fund are declared and paid quarterly. Any net capital gains will be declared and
paid annually. See page 27.

HOW ARE SHARES REDEEMED?

WHAT RISKS ARE ASSOCIATED WITH THE FUNDS?

Each Fund's performance and price per share will change daily based on many
factors, including the quality of the Fund's investments, U.S. and international
economic conditions, general market conditions and international exchange rates.
There is no assurance that any Fund will achieve its investment objective. See
``Investment Strategies.''

<PAGE>

FINANCIAL HIGHLIGHTS

This table shows the total return on one share of the Short/ Intermediate Fund
for each period illustrated.

The following financial highlights are derived from the financial
statements of the Company for the year ended December 31, 1995 audited by Price
Waterhouse LLP, independent accountants. This information should be read in
conjunction with the financial statements and notes thereto that appear in the
Statement of Additional Information and which are incorporated by reference in
this Prospectus. Only the Short/Intermediate Fund, formerly known as Harris
Insight Managed Fixed Income Fund, was in operation during the period shown. As
of February 21, 1996, all outstanding shares of the Short/Intermediate Fund were
renamed Class A Shares. No fees for distribution and support services under the
Intermediate Bond Fund's Service Plan were paid by that Fund for the periods
through December 31, 1995.

<TABLE>
<CAPTION>
SHORT/INTERMEDIATE FUND
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
04/01/91* TO
12/31/95 12/31/94 12/31/93 12/31/92
12/31/91
<S> <C> <C> <C> <C>
<C>
Net Asset Value, Beginning of Period $ 9.66 $ 10.34 $ 10.22 $ 10.57
$ 10.00
Income From Investment Operations:
Net Investment Income .588 .559 .563 .630
.474
Net Realized and Unrealized Gain
(Loss) on Investments .720 (.694) .435 (.087)
.601
Total from Investment Operations 1.308 (.135) .998 .543
1.075
Less Distributions:
Net Investment Income (.588) (.545) (.564) (.631)
(.475)
Net Realized Gains -- -- (.314) (.262) (.030)
Total distributions (.588) (.545) (.878) (.893) (.505)
Net Asset Value, End of Period $ 10.38 $ 9.66 $ 10.34 $ 10.22
$ 10.57
Total return(4) 13.88% (1.29)% 9.91% 5.28%
11.04%(3)
Ratios/Supplemental Data:
Net Assets, End of Period $(000) 51,814 44,333 74,057 71,848
44,313
Ratios of Expenses to Average Net
Assets(1) 0.60% 0.60% 0.60% 0.60%
0.60%(2)
Ratios of Net Investment Income
to Average Net Assets 5.91% 5.29% 5.32% 6.07%
6.60%(2)
Portfolio Turnover Rate 194.94% 140.99% 215.07% 133.78%
108.70%
</TABLE>

- --------

* Date commenced operations.

(1) Reflects expenses after waivers of advisory fees and other expenses based
on net expenses incurred during the most recent fiscal year. Without the
voluntary waiver of fees, the expense ratios for the years ended December
31, 1995, 1994, 1993, and 1992, and the period ended December 31, 1991,
would have been 0.96%, 0.92%, 0.94%, 0.93%, and 1.01% (annualized) for the
Short/Intermediate Fund.

(2) Annualized.

(3) Total returns for periods of less than one year are not annualized.

(4) Sales load is not reflected in total return.

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

Set forth below are the investment objectives and policies of each of the
Funds. Those investments that may be made by all of the Funds are listed on page
10 following the specific description of each Fund. Each Fund may also invest in
securities described in ``Investment Strategies'' below and the Statement of
Additional Information.

CONVERTIBLE SECURITIES FUND

The Convertible Securities Fund seeks to provide capital appreciation and
current income.

Under normal market conditions, the Convertible Securities Fund will invest
without limitation in convertible securities of U.S. corporations and in
Eurodollar securities convertible into common stocks of U.S. corporations which
securities are rated ``B'' or better by Standard & Poor's Corporation (``S&P'')
or ``B'' (``b'' in the case of preferred stocks) or better by Moody's Investors
Service, Inc. (``Moody's'') at the time of purchase, or, if not rated,
considered by the Portfolio Management Agent to be of comparable quality, except
that investment in securities rated ``B-'' by S&P or Moody's will be limited to
15% of its total assets. Up to 5% of the Convertible Securities Fund's total
assets may be invested in convertible securities that are rated ``CCC'' by S&P
or ``Caa'' by Moody's at the time of purchase. Securities that are rated ``BB''
or below by S&P or ``Ba'' or below by Moody's are ``high yield securities'',
commonly known as junk bonds. By their nature, convertible securities may be
more volatile in price than higher rated debt obligations.

The Convertible Securities Fund may also invest up to 35% of its total
assets in ``synthetic convertibles'' created by combining separate securities
that possess the two principal characteristics of a true convertible security,
i.e., fixed income and the right to acquire equity securities. In addition, the
Convertible Securities Fund may invest: up to 15% of its net assets in
convertible securities offered in ``private placements'' and other illiquid
securities; up to 15% of its total assets in common stocks; and up to 5% of its
net assets in warrants. The Convertible Securities Fund may purchase and sell
index and interest rate futures contracts and covered put and call options on
securities and on indices.

<PAGE>

RISK FACTORS AND OTHER CONSIDERATIONS RELATING TO LOW-RATED
AND COMPARABLE
UNRATED SECURITIES. Low-rated and comparable unrated securities (a) will likely
have some quality and protective characteristics that, in the judgment of the
rating organization, are outweighed by large uncertainties or major risk
exposures to adverse conditions and (b) are predominantly speculative with
respect to the issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligation.

The market values of low-rated and comparable unrated securities are less
sensitive to interest rate changes but more sensitive to economic changes or
individual corporate developments than those of higher-rated securities; they
present a higher degree of credit risk and their yields will fluctuate over
time. During economic downturns or sustained periods of rising interest rates,
the ability of highly leveraged issuers to service debt obligations may be
impaired.

The existence of limited or no established trading markets for low-rated
and comparable unrated securities may result in thin trading of such securities,
diminish the Convertible Securities Fund's ability to dispose of such securities
or to obtain accurate market quotations for valuing such securities and
calculating net asset value. The responsibility of the Trust's Board of Trustees
to value such securities becomes greater and judgment plays a greater role in
valuation because there is less reliable objective data available. In addition,
adverse publicity and investor perceptions may decrease the values and liquidity
of low-rated and comparable unrated securities bonds, especially in a thinly
traded market.

The ratings of Moody's and S&P represent the opinions of those
organizations as to the quality of securities. Such ratings are relative and
subjective, not absolute standards of quality and do not evaluate the market
risk of the securities. Although the Convertible Securities Fund's Portfolio
Management Agent uses these ratings as a criterion for the selection of
securities for the Convertible Securities Fund, it also relies on its
independent analysis to evaluate potential investments for the Convertible
Securities Fund. The Convertible Securities Fund's achievement of its investment
objective may be more dependent on the Portfolio Management Agent's credit
analysis of low-rated and unrated securities than would be the case for a
portfolio of high-rated securities.

SHORT/INTERMEDIATE FUND

The Short/Intermediate Fund seeks to provide a high level of total return,
including a competitive level of current income, by investing at least 65% of
the value of its assets in investment grade debt securities with a
short/intermediate term average maturity.

The Short/Intermediate Fund, formerly known as Harris Insight Managed Fixed
Income Fund, seeks to provide a high level of total return, including a
competitive level of current income, by investing primarily in investment grade
debt securities with a short/intermediate term average maturity. The Fund
intends, under normal market conditions, to invest at least 65% of the value of
its total assets in bonds. For purposes of this 65% limitation, the term
``bond'' shall include debt obligations such as bonds and debentures, Government
Securities, debt obligations of domestic and foreign corporations, debt
obligations of foreign governments and their political subdivisions,
asset-backed securities, various mortgage-related securities (including those
issued or collateralized by U.S. Government agencies and inverse floating rate
mortgage-backed and asset-backed securities), other floating/variable rate
obligations, municipal obligations and zero coupon securities. The Fund seeks to
achieve its objective by utilizing a number of investment disciplines, including
the assessment of yield advantages among different classes of bonds and among
different maturities, the independent review by the Fund's Portfolio Management
Agent of the credit quality of individual

<PAGE>

issues and the analysis by the Fund's Portfolio Management Agent of economic and
market conditions affecting the fixed income market. The Short/Intermediate Fund
may invest in a broad range of fixed income obligations. The Fund may invest in
fixed and variable rate bonds, debentures, Government Securities, and Government
Stripped Mortgage-Backed Securities. The Fund also may invest in U.S. Treasury
or agency securities placed into irrevocable trusts and evidenced by a trust
receipt.

The Short/Intermediate Fund may invest more than 25% of the current value
of its total assets in obligations (including repurchase agreements) of: (a)
U.S. banks; (b) U.S. branches of foreign banks that are subject to the same
regulation as U.S. banks by the U.S. Government or its agencies or
instrumentalities; or (c) foreign branches of U.S. banks if the U.S. banks would
be unconditionally liable in the event the foreign branch failed to pay on such
obligation for any reason. Obligations of foreign banks involve somewhat
different investment risks from those associated with obligations of U.S. banks.
See ``Investment Strategies -- Foreign Securities.''

The Fund's dollar-weighted average portfolio maturity (or average life with
respect to mortgage-related securities), under normal market conditions, will be
between two and five years. The Fund may also hold short-term U.S. Government
Obligations, ``high-quality'' money market instruments (i.e., those within the
two highest rating categories or, if unrated, determined by the Portfolio
Management Agent to be comparable in quality to instruments so rated) and cash.
Such obligations may include those issued by foreign banks and foreign branches
of U.S. banks. These investments may be in such proportions as, in the Portfolio
Management Agent's opinion, existing circumstances warrant.

BOND FUND

The Bond Fund seeks to provide a high level of total return, including a
competitive level of current income, by investing at least 65% of the value of
its assets in investment grade debt securities of varying maturities.

GOVERNMENT FUND

The Government Fund seeks to provide a high level of current income, consistent
with preservation of capital.

The Government Fund seeks to provide a high level of current income,
consistent with preservation of capital. The Fund seeks to achieve its
investment objective by investing primarily in Government Securities, including
mortgage- backed securities, having an intermediate term average maturity. Under
normal market conditions, the Fund's total assets will be primarily invested in
Government Securities and in repurchase agreements collateralized by Government
Securities. The average portfolio maturity (or average life with respect to
mortgage-related securities) generally will be between three and ten years.

<PAGE>

INTERMEDIATE TAX-EXEMPT FUND

The Intermediate Tax-Exempt Fund seeks to provide a high level of current income
that is exempt from federal income tax.

TAX-EXEMPT FUND

The Tax-Exempt Fund seeks to provide a high level of current income that is
exempt from federal income tax.

The Tax-Exempt Fund seeks to provide a high level of current income that is
exempt from federal income tax. The Fund seeks to achieve its objective by
anticipating changes in interest rates, analyzing yield differentials for
different types of bonds, and analyzing credit for specific issues. As a matter
of fundamental policy, the Fund seeks to achieve its investment objective by
investing at least 80% of its assets, under normal market conditions, in a broad
range of municipal bonds and other obligations issued by state and local
governments to finance their operations or special projects. These securities
make interest payments that are exempt from federal income tax.

The Tax-Exempt Fund may also invest in letters of credit and U.S.
Government Obligations and zero coupon securities. Further, the Fund may
purchase and sell covered put and call options on securities and on indices.

ALL FIXED INCOME FUNDS

Each Fund may invest in securities of other investment companies, when-
issued securities and forward commitments, floating/variable rate obligations
(in the case of the Government Fund, if issued by the U.S. Government or certain
government agencies) and inverse floating rate obligations. Further, each Fund
may enter into repurchase agreements and reverse repurchase agreements. In
addition, each Fund may lend its portfolio securities with respect to up to
one-third of its net assets.

Each Fund other than the Convertible Securities Fund may invest only in
securities that are rated ``BBB'' or better by S&P, ``Baa'' or better by Moody's
or an equivalent rating by another nationally recognized statistical rating
organization at the time of purchase, or, if not rated, are considered by the
Portfolio Management Agent to be of comparable quality. Debt obligations rated
``BBB'' by S&P, ``Baa'' by Moody's, or the equivalent by such other rating
organization may have speculative characteristics and changes in economic
conditions or other circumstances are more likely to lead to a weakened capacity
to make principal and interest payments than is the case with higher grade
bonds.

<PAGE>

--------

Each Fund may purchase debt obligations that are not rated if, in the
opinion of the Portfolio Management Agent, they are of investment quality at
least comparable to other rated investments that are permitted by the Fund.
After purchase by a Fund, a security may cease to be rated or its rating may be
reduced below the minimum required for purchase by the Fund. Neither event will
require the Fund to sell such security unless the amount of such security
exceeds permissible limits. However, the Portfolio Management Agent will
reassess promptly whether the security presents minimal credit risks and
determine whether continuing to hold the security is in the best interests of
the Fund. To the extent that the ratings given by Moody's, S&P or another
nationally recognized statistical rating organization for securities may change
as a result of changes in the rating systems or because of corporate
reorganization of such rating organizations, a Fund will attempt to use
comparable ratings as standards for its investments in accordance with the
investment objectives and policies of the Fund. The ratings of Moody's and S&P
are more fully described in the Appendix to the Statement of Additional
Information.

INVESTMENT STRATEGIES

ASSET-BACKED SECURITIES. The Short/Intermediate Fund, the Bond Fund, the
Government Fund, the Intermediate Tax-Exempt Fund and the Tax-Exempt Fund may
purchase asset-backed securities, which represent a participation in, or are
secured by and payable from, a stream of payments generated by particular
assets, most often a pool of assets similar to one another. With respect to
asset-backed securities purchased by the Intermediate Bond Fund and the Bond
Fund, assets generating payments will include motor vehicle installment purchase
obligations, credit card receivables and home equity loans, equipment leases,
manufactured housing loans and marine loans. The asset-backed securities
purchased by the Intermediate Tax-Exempt Fund and the Tax-Exempt Fund represent
units of beneficial interest in pools of purchasing contracts, financing leases
and sales agreements entered into by municipalities. The Government Fund may
invest in asset-backed trusts collateralized by the U.S. Treasury or certain
other U.S. Government agencies and instrumentalities. In accordance with
guidelines established by the Boards of Trustees and Directors, asset-backed
securities may be considered illiquid securities and, therefore, may be subject
to a Fund's 15% (10% with respect to the Intermediate Bond Fund) limitation on
such investments.

<PAGE>

obligations that have been prepaid. Because of these and other reasons, an
asset-backed security's total return may be difficult to predict precisely. If a
Fund purchases asset-backed securities at a premium, prepayments may result in
some loss of the Fund's principal investment to the extent of premium paid.

BANK INVESTMENT CONTRACTS. The Short/Intermediate Fund and the Bond Fund
may invest in bank investment contracts (``BICs'') which are debt obligations
issued by banks. BICs require a Fund to make cash contributions to a deposit
account at a bank in exchange for payments at negotiated, floating or fixed
interest rates. A BIC is a general obligation of the issuing bank. BICs are
considered illiquid securities and will be subject to each Fund's 15% (10% with
respect to the Short/Intermediate Fund) limitation on such investments, unless
there is an active and substantial secondary market for the particular
instrument and market quotations are readily available in accordance with
guidelines established by the Board of Directors or the Board of Trustees, as
the case may be. All purchases of BICs will be subject to the applicable quality
requirements described under ``Investment Objectives and Policies.''

CONVERTIBLE SECURITIES. The Convertible Securities and the Bond Funds may
invest in convertible securities. Appropriate ratings for the convertible
securities purchased by each of these Funds are provided under ``Investment
Objectives and Policies''. Because convertible securities have the
characteristics of both fixed- income securities and common stock, they
sometimes are called ``hybrid'' securities. Convertible bonds, debentures and
notes are debt obligations offering a stated interest rate; convertible
preferred stocks are senior securities offering a stated dividend rate.
Convertible securities will at times be priced in the market like other fixed
income securities: that is, their prices will tend to rise when interest rates
decline and will tend to fall when interest rates rise. However, because a
convertible security provides an option to the holder to exchange the security
for either a specified number of the issuer's common shares at a stated price
per share or the cash value of such common shares, the security's market price
will tend to fluctuate in relation to the price of the common shares into which
it is convertible. Thus, convertible securities ordinarily will provide
opportunities for both producing current income and longer term capital
appreciation. Because convertible securities are usually viewed by the issuer as
future common stock, they are generally subordinated to other senior securities
and therefore are rated one category lower than the issuer's non-convertible
debt obligations or preferred stock.

FLOATING AND VARIABLE RATE INSTRUMENTS. Each of the Funds may
purchase
instruments (municipal obligations in the case of the Intermediate Tax-Exempt
Fund and the Tax-Exempt Fund and instruments issued by the U.S. Treasury or
certain U.S. Government agencies or instrumentalities in the case of the
Government Fund) having a floating or variable rate of interest. These
obligations bear interest at rates that are not fixed, but vary with changes in
specified market rates or indices, such as the prime rate, or at specified
intervals. Certain of these obligations may carry a demand feature that would
permit the holder to tender them back to the issuer at par value prior to
maturity. Each Fund will limit its purchases of floating and variable rate
obligations to those of the same quality as it otherwise is allowed to purchase.

<PAGE>

FOREIGN SECURITIES. The Intermediate Bond Fund (with respect to 20% of its
total assets), the Bond Fund (with respect to 20% of its total assets) and the
Government Fund (with respect to 10% of its total assets) may invest in non-
convertible (and convertible in the case of the Bond Fund) debt obligations of
foreign banks, foreign corporations and foreign governments, which obligations
are denominated in and pay interest in U.S. dollars. The Convertible Securities
Fund may invest in dollar-denominated Eurodollar securities convertible into the
common stock of domestic corporations. The Government Fund may invest in
dollar-denominated Eurodollar securities that are guaranteed by the U.S.
Government or its agencies or instrumentalities.

Investments in foreign securities involve certain considerations that are
not typically associated with investing in domestic securities. For example,
investments in foreign securities typically involve higher transaction costs
than investments in U.S. securities. Foreign investments may have risks
associated with currency exchange rates, political instability, less complete
financial information about the issuers and less market liquidity than domestic
securities. Future political and economic developments, possible imposition of
withholding taxes on income, seizure or nationalization of foreign holdings,
establishment of exchange controls or the adoption of other governmental
restrictions might adversely affect the payment of principal and interest on
foreign obligations. In addition, foreign banks and foreign branches of domestic
banks may be subject to less stringent reserve requirements than and to
different accounting, auditing and recordkeeping requirements from domestic
banks.

GOVERNMENT SECURITIES. Government Securities consist of obligations issued
or guaranteed by the U.S. Government, its agencies, instrumentalities or
sponsored enterprises.

GUARANTEED INVESTMENT CONTRACTS. The Short/Intermediate Fund and the
Bond
Fund may invest in guaranteed investment contracts (``GICs'') issued by U.S. and
Canadian insurance companies. GICs require a Fund to make cash contributions to
a deposit fund of an insurance company's general account. The insurance company
then makes payments to the Fund based on negotiated, floating or fixed interest
rates. A GIC is a general obligation of the issuing insurance company and not a
separate account. The purchase price paid for a GIC becomes part of the general
assets of the insurance company, and the contract is paid from the insurance
company's general assets. Generally, GICs are not assignable or transferable
without the permission of the issuing insurance companies, and an active
secondary market in GICs does not currently exist. In accordance with guidelines
established by the Trust's Board of Trustees, GICs may be considered illiquid
securities and, therefore, subject to the Fund's 15% (10% in the case of the
Short/Intermediate Fund) limitation on such investments. All purchases of GICs
by the Fund will be subject to the applicable quality requirements described
under ``Investment Objectives and Policies.''

ILLIQUID SECURITIES. Each Fund may invest up to 15% (10% in the case of the
Short/Intermediate Fund) of the value of its net assets in securities that are
considered illiquid. Repurchase agreements and time deposits that do not provide
for payment to the Fund within seven days after notice or which have a term
greater than seven days are deemed illiquid securities for this purpose, unless
such securities are variable amount master demand notes with maturities of nine
months or less or unless the Portfolio Management Agent or Investment Adviser
has determined under the supervision and direction of the Trust's Board of
Trustees (or, with respect to the Intermediate Bond Fund, the Company's Board of
Directors) that an adequate trading market exists for such securities or that
market quotations are readily available.

<PAGE>

Each Fund may also purchase Rule 144A securities sold to institutional
investors without registration under the Securities Act of 1933 and commercial
paper issued in reliance upon the exemption in Section 4(2) of the Securities
Act of 1933. These securities may be determined to be liquid in accordance with
guidelines established by the Portfolio Management Agent or Investment Adviser
and approved by the Trust's Board of Trustees (or, with respect to the
Intermediate Bond Fund, the Company's Board of Directors). The Board of Trustees
or Directors will monitor the Portfolio Management Agent's or Investment
Adviser's implementation of these guidelines on a periodic basis.

INDEX AND INTEREST RATE FUTURES CONTRACTS; OPTIONS. The
Convertible
Securities Fund, the Bond Fund, the Government Fund, the Intermediate Tax-Exempt
Fund and the Tax-Exempt Fund may attempt to reduce the risk of investments in
fixed income securities by hedging a portion of their respective portfolio
through the use of futures contracts on indices and options on such indices
traded on national securities exchanges. Each of these Funds may attempt to
reduce the risk of investment in debt securities by hedging a portion of its
portfolio through the use of interest rate futures. Each such Fund will use
futures contracts and options on such futures contracts only as a hedge against
anticipated changes in the values of securities held in its portfolio or in the
values of securities that it intends to purchase.

Each of the Funds (except the Intermediate Bond Fund) may invest in covered
put and covered call options and may write covered put and covered call options
on securities in which they may invest directly and that are traded on
registered domestic security exchanges or over-the-counter.

See ``Investment Strategies'' in the Statement of Additional Information.

The use of index and interest rate futures contracts and options may expose
a Fund to additional risks and transaction costs. Risks inherent in the use of
such instruments include: (1) the risk that interest rates, securities prices or
currency markets will not move in the direction that the Portfolio Management
Agent anticipates; (2) the existence of an imperfect correlation between the
price of such instruments and movements in the prices of the securities,
interest rates or currencies being hedged; (3) the fact that skills needed to
use these strategies are different than those needed to select portfolio
securities; (4) the possible inability to close out certain hedged positions may
result in adverse tax consequences; (5) the possible absence of a liquid
secondary market for any particular instrument and possible exchange- imposed
price fluctuation limits, either of which may make it difficult or impossible to
close out a position when desired; (6) the leverage risk, that is, the risk that
adverse price movements in an instrument can result in a loss substantially
greater than a Fund's initial investment in that instrument (in some cases, the
potential loss is unlimited); and (7) particularly in the case of
privately-negotiated instruments, the risk that the counterparty will fail to
perform its obligations, which could leave a Fund worse off than if it had not
entered into the position.

INVERSE FLOATING RATE OBLIGATIONS. Each Fund may invest in so called
``inverse floating rate obligations'' or ``residual interest'' bonds, or other
related obligations or certificates structured to have similar features. Such
obligations

<PAGE>

generally have floating or variable interest rates that move in the opposite
direction from short-term interest rates and generally increase or decrease in
value in response to changes in short-term interest rates at a rate which is a
multiple (typically two) of the rate at which fixed-rate, long-term, tax-exempt
securities increase or decrease in response to such changes. As a result, such
obligations have the effect of providing investment leverage and may be more
volatile than long-term, fixed-rate, tax-exempt obligations.

INVESTMENT COMPANY SECURITIES. In connection with the management of its
daily cash positions, each Fund may invest in securities issued by investment
companies that invest in short-term debt securities (which may include municipal
obligations that are exempt from federal income taxes) and which seek to
maintain a $1.00 net asset value per share. Each Fund, other than the
Short/Intermediate Fund, may also invest in securities issued by investment
companies that invest in securities in which such Fund could invest directly.
Securities of investment companies may be acquired by any of the Funds within
the limits prescribed by the Investment Company Act of 1940, as amended (the
``1940 Act''). These limit each such Fund so that: (i) not more than 5% of the
value of its total assets will be invested in the securities of any one
investment company; (ii) not more than 10% of the value of its total assets will
be invested in the aggregate in securities of investment companies as a group;
and (iii) not more than 3% of the outstanding voting stock of any one investment
company will be owned by the Fund or by the Trust or the Company as a whole. As
a shareholder of another investment company, the Fund would bear, along with
other shareholders, its pro rata portion of the other investment company's
expenses, including advisory fees. These expenses would be in addition to the
advisory and other expenses that the Fund bears directly in connection with its
own operations.

LETTERS OF CREDIT. Debt obligations, including municipal obligations,
certificates of participation, commercial paper and other short-term obligations
may be backed by an irrevocable letter of credit of a bank. Only banks that, in
the opinion of the Portfolio Management Agent, are of investment quality
comparable to other permitted investments of a Fund, may be used for letter of
credit-backed investments.

LOANS OF PORTFOLIO SECURITIES. Each Fund may lend to brokers, dealers and
financial institutions securities from its portfolio representing up to
one-third of the Fund's net assets. However, such loans may be made only if cash
or cash equivalent collateral, including letters of credit, marked-to-market
daily and equal to at least 100% of the current market value of the securities
loaned (including accrued interest and dividends thereon) plus the interest
payable to the Fund with respect to the loan is maintained by the borrower with
the Fund in a segregated account. In determining whether to lend a security to a
particular broker, dealer or financial institution, the Portfolio Management
Agent will consider all relevant facts and circumstances, including the
creditworthiness of the broker, dealer or financial institution. No Fund will
enter into any portfolio security lending arrangement having a duration longer
than one year. Any securities that a Fund may receive as collateral will not
become part of the Fund's portfolio at the time of the loan and, in the event of
a default by the borrower, the Fund will, if permitted by law, dispose of such
collateral except for such part thereof that is a security in which the Fund is
permitted to invest. During the time securities are on loan, the borrower will
pay the Fund any accrued income on those securities, and the Fund may invest the
cash collateral and earn additional income or receive an agreed

<PAGE>

upon fee from a borrower that has delivered cash equivalent collateral. Loans of
securities by a Fund will be subject to termination at the Fund's or the
borrower's option. Each Fund may pay reasonable administrative and custodial
fees in connection with a securities loan and may pay a negotiated fee to the
borrower or the placing broker. Borrowers and placing brokers may not be
affiliated, directly or indirectly, with the Trust, the Company, the Investment
Adviser, the Portfolio Management Agent or the Distributor.

MORTGAGE-RELATED SECURITIES. The Short/Intermediate Fund, the Bond Fund
and
the Government Fund may invest in mortgage-backed securities, including
collateralized mortgage obligations (``CMOs'') and Government Stripped
Mortgage-Backed Securities. The Government Fund may purchase such securities
only if they represent interests in an asset-backed trust collateralized by the
Government National Mortgage Association (``GNMA''), the Federal National
Mortgage Association (``FNMA'') or the Federal Home Loan Mortgage Corporation
(``FHLMC'').

To the extent that a Fund purchases mortgage-related or mortgage-backed
securities at a premium, mortgage foreclosures and prepayments of principal by
mortgagors (which may be made at any time without penalty) may result in loss of
the Fund's principal investment to the extent of the premium paid. Yield may be
affected by reinvestment of prepayments at higher or lower rates than the
original investment. Like other debt securities, the value of mortgage-related
securities will generally fluctuate in response to market interest rates. The
average life of a mortgage-backed instrument, in particular, is likely to be
substantially less than the original maturity of the mortgage pools underlying
the securities as the result of scheduled principal payments and mortgage
prepayments. The rate of such mortgage prepayments, and hence the life of the
certificates, will be primarily a function of current market rates and current
conditions in the relevant housing markets. In calculating the average weighted
maturity of the Funds, the maturity of mortgage-backed instruments will be based
on estimates of average life. Government Stripped Mortgage-Backed Securities are
currently traded in an over-the-counter market maintained by several large
investment banking firms. There can be no assurance that a Fund will be able to
effect a trade of a Government Stripped Mortgage-Backed Security at a time when
it wishes to do so. A Fund will acquire Government Stripped Mortgage-Backed
Securities only if a liquid secondary market for the securities exists at the
time of acquisition.

MUNICIPAL LEASES. The Intermediate Tax-Exempt Fund and the Tax-Exempt Fund
may invest in municipal leases, which are generally participations in
intermediate-and short-term debt obligations issued by municipalities and
consisting of leases or installment purchase contracts for property or
equipment. Although lease obligations do not constitute general obligations of
the municipality for which the municipality's taxing power is pledged, a lease
obligation is ordinarily backed by the

<PAGE>

municipality's covenant to budget for, appropriate and make the payments due
under the lease obligation. However, certain lease obligations contain ``non-
appropriation'' clauses which provide that the municipality has no obligation to
make lease or installment purchase payments in future years unless money is
appropriated for such purpose on a yearly basis. Although ``non-appropriation''
lease obligations are secured by the leased property, disposition of the
property in the event of foreclosure may prove difficult. Municipal lease
obligations may be considered illiquid securities and may be subject to each
Fund's 15% limitation on such investments. These securities may be determined to
be liquid by the Portfolio Management Agent in accordance with its procedures
and subject to the supervision and direction by the Board of Trustees of the
Trust. See ``Investment Strategies -- Municipal Leases'' in the Statement of
Additional Information.

MUNICIPAL OBLIGATIONS. The Short/Intermediate Fund, the Bond Fund, the
Intermediate Tax-Exempt Fund and the Tax-Exempt Fund may each purchase municipal
obligations. As a matter of fundamental policy, the Intermediate Tax-Exempt Fund
and the Tax-Exempt Fund will invest at least 80% of assets under normal market
conditions in municipal obligations. Municipal bonds generally have a maturity
at the time of issuance of up to 30 years. Municipal notes generally have
maturities at the time of issuance of three years or less. These notes are
generally issued in anticipation of the receipt of tax funds, the proceeds of
bond placements or other revenues. The ability of an issuer to make payments is
therefore dependent on these tax receipts, proceeds from bond sales or other
revenues, as the case may be. Municipal commercial paper is a debt obligation
with an effective maturity or put date of 270 days or less that is issued to
finance seasonal working capital needs or as short-term financing in
anticipation of longer-term debt.

The two principal classifications of municipal obligations are ``general
obligation'' securities and ``revenue'' securities. General obligation
securities are secured by the issuer's pledge of its full faith, credit and
taxing power for the payment of principal and interest. Revenue securities are
payable only from the revenues derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise tax or from
other specific revenue source such as the user of the facility being financed.
Revenue securities include private activity bonds (also known as industrial
revenue bonds), which may be purchased only by the Intermediate Tax-Exempt Fund
and the Tax-Exempt Fund and which are not payable from the unrestricted revenues
of the issuer. Consequently, the credit quality of private activity bonds is
usually directly related to the credit standing of the corporate user of the
facility involved.

Certain other of the municipal obligations in which the Funds may invest
are:

<PAGE>

See ``Investment Strategies'' in the Statement of Additional Information.

REPURCHASE AGREEMENTS. Each of the Funds may purchase portfolio securities
subject to the seller's agreement to repurchase them at a mutually agreed upon
time and price, which includes an amount representing interest on the purchase
price. Each of these Funds may enter into repurchase agreements only with
respect to obligations that could otherwise be purchased by the Fund. The seller
will be required to maintain in a segregated account for the Fund cash or cash
equivalent collateral equal to at least 100% of the repurchase price (including
accrued interest). Default or bankruptcy of the seller would expose a Fund to
possible loss because of adverse market action, delays in connection with the
disposition of the underlying obligations or expenses of enforcing its rights.

REVERSE REPURCHASE AGREEMENTS. Each Fund may borrow funds for
temporary
purposes by selling portfolio securities to financial institutions such as banks
and broker/dealers and agreeing to repurchase them at a mutually specified date
and price (``reverse repurchase agreements''). Reverse repurchase agreements
involve the risk that the market value of the securities sold by a Fund may
decline below the repurchase price. A Fund would pay interest on amounts
obtained pursuant to a reverse repurchase agreement.

A Fund may not enter into a repurchase agreement or reverse repurchase
agreements if, as a result, more than 15% (10% with respect to the Intermediate
Bond Fund) of the market value of the Fund's total net assets would be invested
in repurchase agreements or reverse repurchase agreements with a maturity of
more than seven days and in other illiquid securities. The Funds will enter into
repurchase agreements and reverse repurchase agreements only with registered
broker/dealers and commercial banks that meet guidelines established by the
Trust's Board of Trustees or the Company's Board of Directors.

SECURITIES WITH PUTS. In order to maintain liquidity, the
Short/Intermediate Fund, the Bond Fund, the Government Fund, the Intermediate
Tax-Exempt Fund and the Tax-Exempt Fund may enter into puts with respect to
portfolio securities with banks or broker/dealers that, in the opinion of the
Portfolio Management Agent, present minimal credit risks. The ability of these
Funds to exercise a put will depend on the ability of the bank or broker/dealer
to pay for the underlying securities at the time the put is exercised. In the
event that a bank or broker/dealer defaults on its obligation to repurchase an
underlying security, the Fund might be unable to recover all or a portion of any
loss sustained by having to sell the security elsewhere.

STAND-BY COMMITMENTS. The Intermediate Tax-Exempt Fund and the Tax- Exempt
Fund may acquire ``stand-by commitments'' with respect to obligations held by
it. Under a stand-by commitment, a dealer agrees to purchase, at the Fund's
option, specified obligations at a specified price. The acquisition of a
stand-by commitment may increase the cost, and thereby reduce the yield, of the
obligations to which the commitment relates. The Funds will acquire stand-by

<PAGE>

commitments solely to facilitate portfolio liquidity and do not intend to
exercise their rights thereunder for trading purposes. Stand-by commitments
acquired by a Fund will be valued at zero in determining the Fund's net asset
value.

U.S. GOVERNMENT AGENCY AND INSTRUMENTALITY OBLIGATIONS.
Obligations of U.S.
Government agencies and instrumentalities are debt securities issued by U.S.
Government-sponsored enterprises and federal agencies. Some of these obligations
are supported by: (a) the full faith and credit of the U.S. Treasury (such as
Government National Mortgage Association participation certificates); (b) the
limited authority of the issuer to borrow from the U.S. Treasury (such as
securities of the Federal Home Loan Bank); (c) the authority of the U.S.
Government to purchase certain obligations of the issuer (such as securities of
the Federal National Mortgage Association); or (d) the credit of the issuer
only. In the case of obligations not backed by the full faith and credit of the
U.S. Government, the investor must look principally to the agency issuing or
guaranteeing the obligation for ultimate repayment.

VARIABLE AMOUNT MASTER DEMAND NOTES. The Short/Intermediate Fund
may
purchase and sell variable amount master demand notes, which differ from
ordinary commercial paper in that they are issued pursuant to a written
agreement between the issuer and the holder. Their amounts may from time to time
be increased by the holder (subject to an agreed maximum) or decreased by the
holder or the issuer; they are payable on demand or after an agreed-upon notice
period, e.g., seven days; and the rates of interest vary pursuant to an
agreed-upon formula. Generally, master demand notes are not rated by a rating
agency. However, the Fund may invest in these obligations if, in the opinion of
the Portfolio Management Agent, they are of an investment quality comparable to
rated securities in which the Fund may invest. The Portfolio Management Agent
monitors the creditworthiness of issuers of master demand notes on a daily
basis. Transfer of these notes is usually restricted by the issuer, and there is
no secondary trading market for these notes. The Intermediate Bond Fund may not
invest in a master demand note with a demand notice period of more than seven
days if, as a result, more than 10% of the value of the Fund's total net assets
would be invested in these notes, together with other illiquid securities.

WARRANTS. The Convertible Securities Fund may invest up to 5% of its net
assets at the time of purchase in warrants (other than those that have been
acquired in units or attached to other securities) on securities in which it may
invest directly. Warrants represent rights to purchase securities at a specific
price valid for a specific period of time.

WHEN-ISSUED SECURITIES. Each of the Funds may purchase securities
(including securities issued pursuant to an initial public offering) on a
when-issued basis, in which case delivery and payment normally take place within
45 days after the date of the commitment to purchase. The Funds will make
commitments to purchase securities on a when-issued basis only with the
intention of actually acquiring the securities, but may sell them before the
settlement date, if deemed advisable. The purchase price and the interest rate
that will be received are fixed at the time of the commitment. When-issued
securities are subject to market fluctuation and no income accrues to the
purchaser prior to issuance. Purchasing a security on a when-issued basis can
involve a risk that the market price at the time of delivery may be lower than
the agreed upon purchase price.

<PAGE>

ZERO COUPON SECURITIES. Each of the Funds except the Convertible Securities
Fund may invest in zero coupon securities. These securities are debt obligations
that do not entitle the holder to any periodic payments of interest prior to
maturity and are issued and traded at a discount. The values of zero coupon
securities are subject to greater fluctuations than are the values of income
securities that distribute income regularly. Zero coupon securities may be
created by separating the interest and principal component of Government
Securities or securities issued by private corporate issuers.

INVESTMENT LIMITATIONS

This section outlines each Fund's policies that may be changed only by a
majority vote of shareholders.

Unless otherwise noted, the foregoing investment objectives and related
policies and activities of each of the Funds are not fundamental and may be
changed by the Board of Trustees of the Trust (or, with respect to the
Intermediate Bond Fund, the Board of Directors of the Company) without the
approval of shareholders, provided that, with respect to the Intermediate Bond
Fund, the policy relating to investment company securities is a fundamental
investment policy. If there is a change in a Fund's investment objective,
shareholders should consider whether the Fund remains an appropriate investment
in light of their then current financial position and needs.

As matters of fundamental policy, which may be changed only with approval
by the vote of the holders of a majority of the Fund's outstanding voting
securities, as described in the Statement of Additional Information, no Fund
may: (1) purchase the securities of issuers conducting their principal business
activity in the same industry if, immediately after the purchase and as a result
thereof, the value of its investments in that industry would exceed 25% of the
current value of its total assets, provided that there is no limitation with
respect to investments in municipal obligations (for the purpose of this
restriction, private activity bonds shall not be deemed municipal obligations if
the payment of principal and interest on such bonds is the ultimate
responsibility of non-governmental users) and in obligations of the U.S.
Government, its agencies or instrumentalities; (2) invest more than 5% of the
current value of its total assets in the securities of any one issuer, other
than obligations of the U.S. Government, its agencies or instrumentalities,
except that up to 25% of the value of the total assets of a Fund may be invested
without regard to this limitation; (3) purchase securities of an issuer if, as a
result, with respect to 75% of its total assets, it would own more than 10% of
the voting securities of such issuer; or (4) borrow from banks, except that a
Fund may borrow up to 10% of the current value of its total assets for temporary
purposes only in order to meet redemptions, and these borrowings may be secured
by the pledge of up to 10% of the current value of the Fund's net assets (but
investments may not be purchased while borrowings are in excess of 5%). It is
also a fundamental policy that each Fund may make loans of portfolio securities.
In addition, it is a fundamental policy that the Intermediate Bond Fund may only
invest up to 10% of the current value of its net assets in repurchase agreements
having maturities of more than seven days, variable amount master demand notes
having notice periods of more than seven days, fixed time deposits subject to
withdrawal penalties having maturities of more than seven days, and securities
that are not readily marketable. Although not a matter of fundamental policy,
the Funds consider the securities of foreign governments to be a separate
industry for purposes of the 25% asset limitation on investments in the
securities of issuers conducting their principal business activity in the same
industry.

<PAGE>

MANAGEMENT

TRUSTEES AND DIRECTORS

Edgar R. Fiedler Vice President and Economic Counsellor, The Conference
Board.

C. Gary Gerst Chairman of the Board of Directors and Trustees;
Chairman Emeritus, La Salle Partners, Ltd. (Real
Estate Developer and Manager).

John W. McCarter, Jr. Senior Vice President, Booz Allen & Hamilton, Inc.
(Consulting Firm); Director of W.W. Grainger, Inc.
and A.M. Castle, Inc.

Ernest M. Roth Consultant; Retired Senior Vice President and Chief
Financial Officer, Commonwealth Edison Company.

INVESTMENT ADVISER

This section highlights the experience, services offered, and compensation of
the Funds' Adviser.

Prior to the initial public offering of the Trust's shares,
the Trust will enter into an Advisory Contract with Harris Trust
with respect to the investment portfolios of the Trust.
The Company has entered into Advisory Contracts with
Harris Trust with respect to the investment portfolios
of the Company. Harris Trust, located at 111
West Monroe Street, Chicago, Illinois, is the successor to the investment
banking firm of N.W. Harris & Co. that was organized in 1882 and was
incorporated in 1907 under the present name of the bank. It is an Illinois
state-chartered bank and a member of the Federal Reserve System. At December 31,
1994, Harris Trust had assets of more than $13 billion and was the largest of 14
banks owned by Harris Bankcorp, Inc. Harris Bankcorp, Inc. is a wholly-owned
subsidiary of Bankmont Financial Corp., which is a wholly-owned subsidiary of
Bank of Montreal, a publicly traded Canadian banking institution.

As of December 31, 1994, Harris Trust managed more than $8 billion in
personal trust assets, and acted as custodian of more than $151 billion in
assets.

With respect to the Funds, the Advisory Contracts provide that Harris Trust
is responsible for the supervision and oversight of the Portfolio Management
Agent's performance (as discussed below).

For all its services under the Advisory Contracts with the Funds, Harris
Trust is entitled to receive monthly advisory fees at the annual rate of 0.70%,
0.70%, 0.65%, 0.65%, 0.65% and 0.65% of the average daily net assets of the
Convertible Securities Fund, the Short/Intermediate Fund, the Bond Fund, the
Government Fund, the Intermediate Tax-Exempt Fund and the Tax-Exempt Fund,
respectively. For the fiscal year ended December 31, 1995, Harris Trust received
fees, after waivers, at the effective rate of 0.34% of the average daily net
assets of the Short/Intermediate Fund. Harris Trust expects to receive, after
waivers, advisory fees for the current fiscal year at the annual rate of 0.34%
of the average daily net assets of the Short/Intermediate Fund; 0.40% of the
average daily net assets of the Bond Fund; 0.30% of the average daily net assets
of the Government Fund; and 0.60% of each of the average daily net assets of the
Intermediate Tax-Exempt Fund and the Tax-Exempt Fund, respectively.

PORTFOLIO MANAGEMENT AGENT

<PAGE>

in connection with the daily portfolio management of the Funds. For the services
provided by HIM, Harris Trust will pay to HIM the advisory fees it receives from
the Funds. As of June 30, 1995, HIM managed an estimated $13.8 billion in
assets.

PORTFOLIO MANAGEMENT

GLASS-STEAGALL ACT

ADMINISTRATORS, CUSTODIAN AND TRANSFER AGENT

These service providers are responsible for maintaining the books and records of
the Funds, handling compliance and regulatory issues, processing buy/sell
orders, customer service and the safekeeping of securities.

PNC Bank, N.A. (the ``Custodian'') serves as custodian of the assets of the
Funds. PFPC and the Custodian are indirect, wholly-owned subsidiaries of PNC
Bank Corp.

<PAGE>

DISTRIBUTOR

The Distributor underwrites the Funds' shares which are then available for
purchase or redemption.

Funds Distributor, Inc. (the ``Distributor'') has entered into a
Distribution Agreement with the Trust (and, with respect to the Intermediate
Bond Fund, the Company) pursuant to which it has the responsibility for
distributing shares of the Funds. The Distributor bears the cost of printing and
mailing prospectuses to potential investors and any advertising expenses
incurred by it in connection with the distribution of Shares, subject to the
terms of the Service Plans described below, pursuant to contractual arrangements
between the Trust and the Distributor or the Company and the Distributor and
approved by the Board of Trustees of the Trust (or, with respect to the
Intermediate Bond Fund, the Board of Directors of the Company).

EXPENSES

Except for certain expenses borne by the Distributor, Harris Trust and HIM,
the Trust and the Company each bears all costs of its operations, including the
compensation of its Trustees or Directors who are not affiliated with Harris
Trust, HIM or the Distributor or any of their affiliates; advisory and
administration fees; payments pursuant to any Service Plan; interest charges;
taxes; fees and expenses of its independent accountants, legal counsel, transfer
agent and dividend disbursing agent; expenses of preparing and printing
prospectuses (except the expense of printing and mailing prospectuses used for
promotional purposes, unless otherwise payable pursuant to a Service Plan),
shareholders' reports, notices, proxy statements and reports to regulatory
agencies; insurance premiums and certain expenses relating to insurance
coverage; trade association membership dues; brokerage and other expenses
connected with the execution of portfolio securities transactions; fees and
expenses of the Funds' custodian including those for keeping books and accounts
and calculating the net asset value per share of the Funds; expenses of
shareholders' meetings and meetings of Boards of Trustees and Directors;
expenses relating to the issuance, registration and qualification of shares of
the Funds; pricing services; organizational expenses; and any extraordinary
expenses. Expenses attributable to each Fund are charged against the assets of
the Fund. Other general expenses of the Trust and the Company are allocated
among the Funds in an equitable manner as determined by the Boards of Trustees
and Directors.

DETERMINATION OF NET ASSET VALUE

The Net Asset Value (NAV) is the price or value of one share of a Fund.

<PAGE>

The net asset value per share of each of the Funds is determined at the
close of regular trading on the NYSE on each day the Funds are open for
business. The value of securities of the Funds (other than bonds and debt
obligations maturing in 60 days or less) is determined based on the last sale
price on the principal exchange on which the securities are traded as of the
close of regular trading on the NYSE (which is currently 4:00 P.M., New York
City time). In the absence of any sale on the valuation date, the securities are
valued at the closing bid price. Securities traded only on over-the-counter
markets are valued at closing over-the-counter bid prices. Bonds are valued at
the mean of the last bid and asked prices. Portfolio securities which are
primarily traded on foreign securities exchanges are generally valued at the
preceding closing values of such securities on their respective exchanges,
except when an occurrence subsequent to the time a value was so established is
likely to have changed such value. In such an event as well as in those
instances where prices of securities are not readily available, the fair value
of those securities will be determined in good faith by or under the direction
of the Board of Trustees or Directors, as the case may be. Prices used for
valuations of securities are provided by independent pricing services. Debt
obligations with remaining maturities of 60 days or less are valued at amortized
cost when the Trust's Board of Trustees or the Company's Board of Directors, as
the case may be, has determined that amortized cost valuation represents fair
value.

PURCHASE OF SHARES

Contact your broker, financial institution or service agent for answers to any
questions you may have about purchasing shares.

The Trust (or the Company with respect to the Intermediate Bond Fund)
reserves the right to reject any purchase order. All funds, net of sales charge,
if any, will be invested in full and fractional shares. Checks will be accepted
for the purchase of any Fund's shares subject to collection at full face value
in U.S. dollars. Inquiries may be directed to the Funds at the address and
telephone number on the cover of this Prospectus.

Purchase orders for shares of a Fund received in good order by the
Distributor prior to the close of regular trading (4:00 P.M., New York City
time) on the NYSE will be executed at the offering price, which includes a sales
charge, next determined on that day. Orders placed directly with the Distributor
must be paid for by check or bank wire on the next business day. Payment for the
shares purchased through an Institution will not be due until settlement date,
normally three business days after the order has been executed.

Although Class A Shares of the Funds are sold with a sales load of up to 4.50%,
there are a number of ways to reduce the sales load.

When Class A Shares of the Funds are purchased through an Institution, the
Distributor reallows a portion of the sales charge. No sales charge will be
assessed on the reinvestment of distributions.

<PAGE>

Sales charges for Class A Shares of the Funds are as follows:

<TABLE>
<CAPTION>
SALES CHARGE DEALER ALLOWANCE
SALES AS % OF NET AS % OF
AMOUNT OF PURCHASE CHARGE AMOUNT INVESTED
OFFERING PRICE
<S> <C> <C> <C>
Less than $100,000 4.50% 4.71% 4.25%

$100,000 up to (but less than) $200,000 4.00 4.17 3.75

$200,000 up to (but less than) $400,000 3.50 3.63 3.25

$400,000 up to (but less than) $600,000 2.50 2.56 2.25

$600,000 up to (but less than) $800,000 2.00 2.04 1.75

$800,000 up to (but less than) $1,000,000 1.00 1.01 0.75

$1,000,000 and over .00 .00 .00
</TABLE>

No sales charge will be assessed on purchases by (a) any bank, trust
company, or other institution acting on behalf of its fiduciary customer
accounts or any other trust account (including a pension, profit-sharing or
other employee benefit trust created pursuant to a plan qualified under Section
401 of the Internal Revenue Code of 1986, as amended (the ``Code'')); (b)
individuals with an investment account or relationship with HIM; (c) directors
and officers of the Company; (d) directors, current and retired employees of
Harris Bankcorp, Inc. or any of its affiliates and the immediate family members
of such individuals (spouses and children under 21); (e) brokers, dealers, and
agents who have a sales agreement with the Distributor, and their employees (and
the immediate family members of such individuals); (f) financial institutions,
financial planners, employee benefit plan consultants or registered investment
advisers acting for the accounts of their clients and (g) customers of Harris
Trust and its affiliate banks.

<PAGE>

letter of such Fund. Each investment made during the period receives the reduced
sales charge applicable to the total amount of the intended investment. If such
amount is not invested within the period, the investor must pay the difference
between the sales charges applicable to the purchases made and the charges
previously paid.

Each Fund also offers Institutional Shares. Different classes of shares of
a single portfolio may bear different sales charges (if any) and other expenses
which may affect their relative performance. Investors may call 1-800-982-8782
to obtain more information concerning Institutional Shares of the Funds.

REDEMPTION OF SHARES

There is no charge by the Funds for redemptions, although Institutions may
charge an account-based service fee.

Shares may be redeemed at their next determined net asset value after
receipt of a proper request by the Distributor directly or through any
Institution.

REDEMPTION THROUGH INSTITUTIONS

Proceeds of redemptions made through authorized Institutions will be
credited to the shareholder's account with the Institution. A redeeming
shareholder may request a check from the Institution or may elect to retain the
redemption proceeds in such shareholder's account. The Institution may benefit
from the use of the redemption proceeds prior to the clearance of a check issued
to a redeeming shareholder for the proceeds or prior to disbursement or
reinvestment of the proceeds on behalf of the shareholder.

Because of the high cost of maintaining small accounts, the Trust (or the
Company with respect to the Intermediate Bond Fund) reserves the right to
involuntarily redeem accounts on behalf of shareholders whose share balances
fall below $500 unless this balance condition results from a decline in the
market value of a Fund's assets. Prior to such a redemption, a shareholder will
be notified in writing and permitted 30 days to make additional investments to
raise the account balance to the specified minimum.

<PAGE>

EXCHANGE PRIVILEGE

Once you have held shares for 7 days or more, you can exchange these shares for
other eligible Harris Insight Fund Class A Shares

Class A Shares of any of the Funds that have been held for seven days or
more may be exchanged for shares of any other fund in the Harris Insight Funds
in an identically registered account, provided Class A Shares of the Fund to be
acquired are registered for sale in the shareholder's state of residence, on the
following terms: Class A Shares of the non-money market funds of the Trust and
the Company may be exchanged for shares of one another and for Class A Shares of
each of the money market funds of the Company, all at respective net asset
values. In addition, Class A Shares of a Fund that have been exchanged pursuant
to these privileges may be re-exchanged at respective net asset values of Class
A Shares of the Fund in which they were originally invested upon notification.

Procedures applicable to redemption of a Fund's shares are also applicable
to exchanging shares. The Trust (or the Company with respect to the Intermediate
Bond Fund) reserves the right to limit the number of times shares may be
exchanged between the Harris Insight Funds, to reject any telephone exchange
order or otherwise to modify or discontinue exchange privileges at any time upon
60 days written notice. A capital gain or loss for tax purposes may be realized
upon an exchange, depending upon the cost or other basis of shares redeemed.

SERVICE PLANS

The Service Plans for the Funds allow these Funds to pay Service Agents for
certain servicing activities provided to their customers.

In addition to the fees paid by a Fund, the Fund may, pursuant to the
Service Plan, defray all or part of the cost of preparing and printing brochures
and other promotional materials and of delivering prospectuses and those
materials to prospective shareholders of the Fund by paying on an annual basis
up to the greater of $100,000 or 0.05% of the net asset value of the Fund's
Class A Shares (but not in any case greater than such costs). For more
information concerning expenses pursuant to the Service Plans, see
``Management.''

Servicing activities provided by Service Agents to their customers
investing in the Funds may include, among other things, one or more of the
following: establishing and maintaining shareholder accounts and records;
processing purchase and redemption transactions; answering customer inquiries
regarding the Funds; assisting customers in changing dividend options, account
designations and addresses; performing sub-accounting; investing customer cash
account balances automatically in Fund Shares; providing periodic statements
showing a customer's account balance and integrating such statements with those
of other transactions and balances in the customer's other accounts serviced by
the Service Agent; arranging for bank wires, distribution and such other
services as a Fund may request, to the extent the Service Agent is permitted to
do so by applicable statute, rule or regulation.

<PAGE>

DIVIDENDS AND DISTRIBUTIONS

All Funds, except the Convertible Securities Fund, declare and pay dividends
monthly, while the Convertible Securities Fund declares and pays dividends
quarterly.

Dividends from net investment income of each of the Funds, except the
Convertible Securities Fund, will be declared daily and paid monthly. Dividends
from net investment income of the Convertible Securities Fund will be declared
and paid quarterly. Each Fund's net taxable capital gains, if any, will be
distributed at least annually (to the extent required to avoid imposition of the
4% excise tax described below). Dividends and distributions paid by any of the
Funds will be invested in additional shares of the same Fund at net asset value
and credited to the shareholder's account on the payment date or, at the
shareholder's election, paid in cash. Dividend checks and Statements of Account
will be mailed approximately two business days after the payment date. Each Fund
will forward to the Transfer Agent the monies for dividends to be paid in cash
on the payment date.

Shareholders who redeem all their shares of any of the Funds prior to a
dividend payment will receive, in addition to the redemption proceeds, dividends
declared but unpaid. Shareholders who redeem only a portion of their shares will
be entitled to all dividends but unpaid on such shares on the next dividend
payment date.

FEDERAL INCOME TAXES

Each Fund (and each of the other Harris Insight Funds) will be treated as a
separate entity for tax purposes and thus the provisions of the Internal Revenue
Code (the ``Code'') generally will be applied to each Fund separately, rather
than to the Trust or the Company as a whole. As a result, net capital gains, net
investment income, and operating expenses will be determined separately for each
Fund. The Trust (or the Company with respect to the Short/Intermediate Fund)
intends to qualify each Fund as a regulated investment company under Subchapter
M of the Code. As a portfolio of a regulated investment company, each Fund will
not be subject to federal income taxes with respect to net investment income and
net capital gains distributed to its shareholders, as long as it distributes 90%
or more of its net investment income (including net short-term capital gains)
each year.

Because substantially all of the income of each Fund will arise from
interest, no part of the distributions to shareholders is expected to qualify
for the dividends- received deduction allowed to Corporations under the Code.

Because more than 50% of the value of the total assets of each of the
Tax-Exempt Fund and the Intermediate Tax-Exempt Fund at the close of each
quarter of its taxable year is expected to consist of obligations the interest
on which is exempt from federal income tax, these Funds expect to qualify under
the Code to pay ``exempt-interest dividends.'' Dividends distributed by each of
these Funds that are attributable to interest from tax-exempt securities will be
designated by the Fund as an ``exempt-interest dividend,'' and, as such, will
generally be exempt from federal income tax.

<PAGE>

In the case of the shareholders of each of the Tax-Exempt Fund or the
Intermediate Tax-Exempt Fund, interest on indebtedness incurred or continued to
purchase or carry shares of the Fund will not be deductible to the extent that
the Fund's distributions are exempt from federal income tax. In addition, the
portion of an exempt-interest dividend allocable to certain tax-exempt
obligations will be treated as a preference item for purposes of the alternative
minimum tax imposed on both individuals and corporations. Persons who may be
``substantial users'' (or ``related persons'' of substantial users) of
facilities financed by private activity bonds should consult their tax advisers
before purchasing shares in the Tax- Exempt Fund or the Intermediate Tax-Exempt
Fund.

The exemption of exempt-interest dividends paid by each of the Tax-Exempt
Fund and the Intermediate Tax-Exempt Fund for federal income tax purposes may
not result in similar exemptions under the tax law of state and local
authorities. In general, only interest earned on obligations issued by the state
or locality in which the investor resides will be exempt from state and local
taxes. Shareholders should consult their advisers about the status of dividends
from these Funds in their own states and localities. Each year the Trust will
notify shareholders of the tax status of distributions.

The Trust (or the Company with respect to the Short/Intermediate Fund) will
be required to withhold, subject to certain exemptions, a portion (currently,
31%) from dividends paid or credited to individual shareholders and of
redemption proceeds, if a correct taxpayer identification number, certified when
required, is not on file with the Trust (or the Company with respect to the
Intermediate Bond Fund) or Transfer Agent.

ACCOUNT SERVICES

ORGANIZATION AND CAPITAL STOCK

The Trust is a diversified open-end management investment company which was
organized on December 6, 1995 as a business trust under the laws of The
Commonwealth of Massachusetts. The Trust offers shares of beneficial interest,
$.001 par value, for sale to the public. Currently the Trust has eleven
portfolios in operation. The Board has authorized each of the eleven Funds which
are portfolios of the Trust to issue two classes of shares, Class A and
Institutional Shares.

The Company, which was incorporated in Maryland on September 16, 1987, is a
diversified, open-end management investment company. The authorized capital
stock of the Company consists of 10,000,000,000 shares having a par value of
$.001 per share. Currently, the Company has six portfolios in operation. The
Board has authorized the Short/Intermediate Fund to issue two classes of shares,
Class A and Institutional Shares.

<PAGE>

Institutional Shares of the Funds, which are offered only to certain
classes of investors, do not bear any sales, marketing or distribution expenses.
In the future, the Board of Trustees of the Trust and the Board of Directors of
the Company may authorize the issuance of shares of additional investment
portfolios and additional classes of shares of any portfolio. Different classes
of shares of a single portfolio may bear different sales charges and other
expenses which may affect their relative performance. Information regarding
other classes of shares may be obtained by calling the Funds at the telephone
number shown on the cover page of this Prospectus or from any institution which
makes available shares of the Funds. All shares of the Trust and all shares of
the Company have equal voting rights and the shares of each will be voted in the
aggregate, and not by class, except where voting by class is required by law or
where the matter involved affects only one class. A more detailed statement of
the voting rights of shareholders is contained in the Statement of Additional
Information. All shares of the Trust and all shares of the Company, when issued,
will be fully paid and non-assessable.

As of January 31, 1996, Harris Trust held of record 4,031,259 shares, equal
to 81.62% of the outstanding shares of the Short/Intermediate Fund. Harris Trust
has indicated that it holds its shares on behalf of various client accounts and
not as beneficial owner.

REPORTS TO SHAREHOLDERS

CALCULATION OF YIELD AND TOTAL RETURN

From time to time each of the Funds may advertise its yield, tax-equivalent
yield and ``total return.'' ``Total return'' refers to the amount an investment
in Class A Shares of a Fund would have earned, including any increase or
decrease in net asset value, over a specified period of time and assumes the
payment of the maximum sales load and the reinvestment of all dividends and
distributions. The total return of each Fund shows what an investment in Class A
Shares of the Fund would have earned over a specified period of time (such as
one, five or ten years or the period of time since commencement of operations,
if shorter) assuming the payment of the maximum sales loads when the investment
was first made and that

<PAGE>

all distributions and dividends by the Fund were reinvested on their
reinvestment dates during the period less all recurring fees. When a Fund
compares its total return to that of other mutual funds or relevant indices, its
total return may also be computed without reflecting the sales load so long as
the sales load is stated separately in connection with the comparison.

The ``tax-equivalent yield'', which will be calculated only for the
Intermediate Tax-Exempt Fund and the Tax-Exempt Fund, refers to the yield on a
taxable investment necessary to produce an after-tax yield equal to a Fund's
tax-free yield, and is calculated by increasing the yield shown for the Fund to
the extent necessary to reflect the payment of specified tax rates. Thus, the
tax-equivalent yield for a Fund will always exceed that Fund's yield.

<PAGE>

INVESTMENT ADVISER
Harris Trust & Savings Bank
111 West Monroe Street
Chicago, Illinois 60603

PORTFOLIO MANAGEMENT AGENT
Harris Investment Management, Inc.
190 South LaSalle Street
Chicago, Illinois 60603

ADMINISTRATORS
First Data Investor Services Group, Inc.
53 State Street
Boston, Massachusetts 02109

PFPC Inc.
103 Bellevue Parkway
Wilmington, Delaware 19809

DISTRIBUTOR
Funds Distributor, Inc.
One Exchange Place
Boston, Massachusetts 02109

CUSTODIAN
PNC Bank, N.A.
Broad and Chestnut Streets
Philadelphia, Pennsylvania 19101

TRANSFER AGENT AND
DIVIDEND DISBURSING AGENT
PFPC Inc.
P.O. Box 8950
Wilmington, Delaware 19885

INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
Philadelphia, Pennsylvania

LEGAL COUNSEL
Bell, Boyd & Lloyd
Chicago, Illinois

HARRIS INSIGHT MONEY MARKET FUNDS

HARRIS INSIGHT FUNDS
One Exchange Place, Boston, Massachusetts 02109
Telephone: (800) 982-8782

HT Insight Funds, Inc. (the ``Company'') currently offers shares
representing interests in six mutual funds. This Prospectus describes one class
of shares (``Class A Shares'' or ``Shares'') of each of the Company's three
Money Market Funds (the ``Funds''):

o Harris Insight Government Money Market Fund (the ``Government Money Fund'')

o Harris Insight Money Market Fund (the ``Money Fund'')

o Harris Insight Tax-Exempt Money Market Fund (the ``Tax-Exempt Money Fund'')

Harris Trust & Savings Bank is the Investment Adviser to the Funds and
Harris Investment Management, Inc., a subsidiary of Harris Bankcorp, Inc., acts
as Portfolio Management Agent for two of the Funds. Shares of each Fund are
offered by Funds Distributor, Inc., the Company's distributor.

This Prospectus sets forth concisely the information a prospective investor
should know before investing in the Funds. Please read and retain it for future
reference. A Statement of Additional Information dated February 21, 1996,
containing more detailed information about the Funds has been filed with the
Securities and Exchange Commission and (together with any supplements thereto)
is incorporated by reference into this Prospectus. The Statement of Additional
Information and the most recent financial statements may be obtained without
charge by writing or calling the Company at the address and telephone number
printed above. Separate Prospectuses for the other investment portfolios offered
by the Company may be obtained without charge by writing or calling the Company
at the address and telephone number printed above.

SHARES OF THE MONEY MARKET FUNDS ARE NEITHER INSURED NOR
GUARANTEED BY THE
U.S. GOVERNMENT. ALTHOUGH EACH MONEY MARKET FUND IS ACTIVELY
MANAGED TO MAINTAIN
A STABLE NET ASSET VALUE OF $1.00 PER SHARE, THERE IS NO ASSURANCE
THAT IT WILL
BE ABLE TO DO SO.

--------

February 21, 1996

<PAGE>

TABLE OF CONTENTS

PAGE

Expense Table 3
Highlights 4
Financial Highlights 5
Investment Objectives and Policies 8
Government Money Fund 8
Money Fund 8
Tax-Exempt Money Fund 9
Investment Strategies 10
Investment Limitations 14
Management 15
Determination of Net Asset Value 18
Purchase of Shares 19
Redemption of Shares 20
Service Plan 21
Dividends and Distributions 21
Federal Income Taxes 22
Account Services 23
Organization and Capital Stock 23
Reports to Shareholders 24
Calculation of Yield 24

No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, the Statement of
Additional Information and/or in the Funds' official sales literature in
connection with the offering of the Funds' shares and, if given or made, such
other information or representations must not be relied upon as having been
authorized by the Company or the Distributor. This Prospectus does not
constitute an offer in any state in which, or to any person to whom, such offer
may not lawfully be made.

2
<PAGE>

EXPENSE TABLE

Expenses and fees payable by Class A shareholders are summarized in this
table and expressed as a percentage of average net assets.

The following table illustrates the expenses and fees expected to be
incurred by an investment in Class A Shares of each of the Funds. Class A Shares
of each Fund represent equal, pro rata interests in that Fund. Class A Shares
bear expenses payable (at the rate of up to 0.35% per annum) to organizations
for the services they provide to the beneficial owners of Class A Shares. See
``Service Plan''.

GOVERNMENT TAX-EXEMPT
MONEY FUND MONEY FUND MONEY
FUND
CLASS A CLASS A CLASS A
<S> <C> <C> <C>

SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases None None None

ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets after
voluntary fee waivers)
Advisory Fees 0.11% 0.11% 0.11%
Rule 12b-1 Fees (after waivers) 0.26% 0.27% 0.27%
Other Expenses 0.20% 0.18% 0.18%
Total Fund Operating Expenses 0.57% 0.56% 0.56%

</TABLE>

Without waivers, Rule 12b-1 Fees for Class A shares of each Fund would have been
0.35% of a Fund's average net assets. Without waivers, total operating expenses
for the fiscal years ended December 31, 1995 and 1994 (i) for the Government
Money Fund would have been 0.67% and 0.66%, (ii) for the Money Fund would have
been 0.65% and 0.65%, and (iii) for the Tax-Exempt Money Fund would have been
0.65% and 0.65%. Customers of a financial institution, such as Harris Trust &
Savings Bank, may be charged certain fees and expenses by their institution.
These fees may vary depending on the capacity in which the institution provides
fiduciary and investment services to the particular client (e.g., trust, estate
settlement, advisory and custodian services).

With respect to each Fund, the amount of ``Other Expenses'' in the table above
is based on amounts incurred during the most recent fiscal year.

EXAMPLE

You would pay the following expenses on a $1,000 investment in Class A Shares,
assuming (1) a hypothetical 5% gross annual return and (2) redemption at the end
of each time period:

Government Tax-Exempt
Money Fund Money Fund Money Fund

1 year $ 6 $ 6 $ 6
3 years 18 18 18
5 years 32 31 31
10 years 71 70 70

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST
OR FUTURE
EXPENSES OR PERFORMANCE WHICH MAY BE MORE OR LESS THAN THOSE
SHOWN.

<PAGE>

HIGHLIGHTS

The following three investment portfolios are described in this Prospectus:

GOVERNMENT MONEY FUND -- a money market fund that invests in short-term
obligations issued or guaranteed by the U.S. Government or its agencies and
instrumentalities and certain repurchase agreements.

MONEY FUND -- a money market fund that invests in a broad range of short-term
money market instruments.

TAX-EXEMPT MONEY FUND -- a money market fund that invests primarily in
high-quality, short-term municipal obligations.

The investment objective of each Fund is to provide investors with as high
a level of current income (exempt from federal income tax, in the case of the
Tax-Exempt Money Fund) as is consistent with its investment policies and with
preservation of capital and liquidity.

WHO MANAGES EACH FUND'S INVESTMENTS?

Harris Trust & Savings Bank (``Harris Trust'' or the ``Investment
Adviser'') is the investment adviser for each Fund. Harris Trust has provided
investment management services to clients for over 100 years. Harris Trust
provides investment services for pension, profit-sharing and personal
portfolios. As of June 30, 1995, assets under management total approximately $23
billion. See page 16.

Harris Investment Management, Inc. (``HIM'' or the ``Portfolio Management
Agent'') provides daily portfolio management services for the Government Money
Fund and the Money Fund. HIM and its predecessors have managed client assets for
over 100 years. HIM has a staff of 96, including 64 professionals, providing
investment expertise to the management of Harris Insight Funds and for pension,
profit-sharing and institutional portfolios. As of June 30, 1995, assets under
management are estimated to exceed $13 billion. See page 17.

Harris Trust and HIM are subsidiaries of Harris Bankcorp, Inc.

WHAT ADVANTAGES DO THE FUNDS OFFER?

The Funds are designed for individual and institutional investors. A single
investment in shares of the Harris Insight Funds gives the investor benefits
customarily available only to large investors, such as diversification of
investment, greater liquidity and professional management, block purchases of
securities, relief from bookkeeping, safekeeping of securities and other
administrative details.

WHEN ARE DIVIDENDS PAID?

Dividends from each of the Funds are declared daily and paid monthly. See
page 22.

HOW ARE SHARES REDEEMED?

WHAT RISKS ARE ASSOCIATED WITH EACH FUND?

Each Fund's performance may change daily based on many factors, including
the quality of the Fund's investments, economic conditions and general market
conditions. There is no assurance that any Fund will achieve its investment
objective. See ``Investment Strategies.''

<PAGE>

FINANCIAL HIGHLIGHTS

This table shows the total return on one Class A share for each period
illustrated.

GOVERNMENT MONEY MARKET
FUND
YEAR YEAR YEAR YEAR YEAR
YEAR YEAR 02/11/88*
ENDED ENDED ENDED ENDED ENDED
ENDED ENDED TO
12/31/95 12/31/94 12/31/93 12/31/92 12/31/91
12/31/90 12/31/89 12/31/88
<S> <C> <C> <C> <C> <C>
<C> <C> <C>
Net Asset Value, Beginning of Period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
$ 1.00 $ 1.00 $ 1.00
Income From Investment Operations:
Net Investment Income .054 .037 .026 .033 .055 .075
.084 .061
Total from Investment Operations .054 .037 .026 .033 .055
.075 .084 .061
Less Distributions:
Net Investment Income (.054) (.037) (.026) (.033) (.055)
(.075) (.084) (.061)
Total distributions (.054) (.037) (.026) (.033) (.055) (.075)
(.084) (.061)
Net Asset Value, End of Period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $
1.00 $ 1.00 $ 1.00
Total return 5.51% 3.72% 2.62% 3.42% 5.67%
7.78% 8.80% 6.27%(3)
Ratios/Supplemental Data:
Net Assets, End of Period $(000) 264,426 229,619 263,909 140,134 632,663
87,098 35,751 43,870
Ratios of Expenses to Average
Net Assets(1) 0.57% 0.60% 0.61% 0.66% 0.71%
0.52% 0.40% 0.54%(2)
Ratios of Net Investment Income
to Average Net Assets 5.36% 3.62% 2.57% 3.34% 5.45%
7.49% 8.45% 7.24%(2)
</TABLE>

- --------

* Date commenced operations.

(1) Reflects expenses after waivers of advisory fees and other expenses based
on net expenses incurred during the most recent fiscal year. Without the
voluntary waiver of fees, the expense ratios for the Government Money Fund
for the years ended December 31, 1995, 1994, 1993, 1992, 1991, 1990 and
1989 and the period ended December 31, 1988, would have been 0.67%, 0.66%,
0.70%, 0.70%, 0.78%, 0.83%, 0.88% and 0.99% (annualized) for the Government
Money Fund.

(2) Annualized.

(3) Total returns for periods of less than one year are not annualized.

<PAGE>

FINANCIAL HIGHLIGHTS (continued)

MONEY MARKET FUND
YEAR YEAR YEAR YEAR YEAR
YEAR YEAR 02/10/88*
ENDED ENDED ENDED ENDED ENDED
ENDED ENDED TO
12/31/95 12/31/94 12/31/93 12/31/92 12/31/91
12/31/90 12/31/89 12/31/88
<S> <C> <C> <C> <C> <C>
<C> <C> <C>

Net Asset Value, Beginning of Period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
$ 1.00 $ 1.00 $ 1.00
Income From Investment Operations
Net Investment Income .054 .037 .027 .034 .057 .077
.086 .064
Total from Investment Operations .054 .037 .027 .034 .057
.077 .086 .064
Less Distributions:
Net Investment Income (.054) (.037) (.027) (.034) (.057)
(.077) (.086) (.064)
Total distributions (0.54) (.037) (.027) (.034) (.057) (.077)
(.086) (.064)
Net Asset Value, End of Period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $
1.00 $ 1.00 $ 1.00
Total return 5.58% 3.79% 2.69% 3.41% 5.87%
7.94% 9.01% 6.59%(3)
Ratios/Supplemental Data:
Net Assets, End of Period $(000) 423,588 530,366 348,984 383,280 263,419
153,934 172,439 112,144
Ratios of Expenses to Average
Net Assets(1) 0.56% 0.55% 0.57% 0.60% 0.71%
0.67% 0.58% 0.46%(2)
Ratios of Net Investment Income
to Average Net Assets 5.42% 3.79% 2.66% 3.34% 5.69%
7.66% 8.60% 7.15%(2)
</TABLE>

- --------

* Date commenced operations.

(1) Reflects expenses after waivers of advisory fees and other expenses based
on net expenses incurred during the most recent fiscal year. Without the
voluntary waiver of fees, the expense ratios for the years ended December
31, 1995, 1994, 1993, 1992, 1991, 1990 and 1989 and the period for the
Money Fund ended December 31, 1988, would have been 0.65%, 0.65%, 0.72%,
0.73%, 0.74%, 0.78%, 0.85% and 0.87% (annualized).

(2) Annualized.

(3) Total returns for periods of less than one year are not annualized.

<PAGE>

FINANCIAL HIGHLIGHTS (continued)

TAX-EXEMPT MONEY MARKET
FUND
YEAR YEAR YEAR YEAR YEAR
YEAR YEAR 02/09/88*
ENDED ENDED ENDED ENDED ENDED
ENDED ENDED TO
12/31/95 12/31/94 12/31/93 12/31/92 12/31/91
12/31/90 12/31/89 12/31/88
<S> <C> <C> <C> <C> <C>
<C> <C> <C>

Net Asset Value, Beginning of Period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
$ 1.00 $ 1.00 $ 1.00
Income From Investment Operations:
Net Investment Income .033 .023 .020 .025 .041 .053
.058 .043
Total from Investment Operations .033 .023 .020 .025 .041
.053 .058 .043
Less Distributions:
Net Investment Income (.033) (.023) (.020) (.025) (.041)
(.053) (.058) (.043)
Total distributions (.033) (.023) (.020) (.025) (.041) (.053)
(.058) (.043)
Net Asset Value, End of Period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $
1.00 $ 1.00 $ 1.00
Total return 3.31% 2.30% 1.99% 2.54% 4.16%
5.51% 5.91% 4.39%(3)
Ratios/Supplemental Data:
Net Assets, End of Period $(000) 170,570 123,501 168,440 152,821 157,693
136,117 112,674 103,192
Ratios of Expenses to Average
Net Assets(1) 0.56% 0.54% 0.54% 0.62% 0.49%
0.47% 0.43% 0.51%(2)
Ratios of Net Investment Income
to Average Net Assets 3.25% 2.20% 1.97% 2.50% 4.08%
5.38% 5.76% 4.81%(2)
</TABLE>

- --------

* Date commenced operations.

(1) Reflects expenses after waivers of advisory fees and other expenses based
on net expenses incurred during the most recent fiscal year. Without the
voluntary waiver of fees, the expense ratios for the Tax-Exempt Money Fund
for the years ended December 31, 1995, 1994, 1993, 1992, 1991, 1990 and
1989 and the period ended December 31, 1988, would have been 0.65%, 0.65%,
0.71%, 0.73%, 0.75%, 0.78%, 0.82% and 0.85%.

(2) Annualized.

(3) Total returns for periods of less than one year are not annualized.

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

This section describes some of the securities that the Funds may purchase
and certain investment techniques which the Funds may use to pursue their
investment objectives.

The investment objective of each Fund is to provide investors with as high
a level of current income (which, in the case of the Tax-Exempt Money Fund, is
exempt from federal income taxes) as is consistent with its investment policies
and with preservation of capital and liquidity. Current income provided by the
securities in which the Funds invest is not likely to be as high as that
provided by securities with longer maturities or lower quality, which may
involve greater risk and price volatility. Each Fund will invest in U.S.
dollar-denominated securities with maturities of thirteen months or less. The
Money Fund will not purchase a security (other than a Government Security)
unless the security is rated by at least two nationally recognized rating
agencies (such as Standard & Poor's Corporation (``S&P'') or Moody's Investors
Service, Inc. (``Moody's'')) within the two highest ratings assigned to
short-term debt securities (or, if not rated or rated only by one rating agency,
is determined to be of comparable quality), and not more than 5% of the total
assets of the Fund would be invested in securities bearing the second highest
rating. The Tax-Exempt Money Fund will not purchase a security (other than a
Government Security) unless the security is rated by at least two such rating
agencies within the two highest ratings assigned to short-term debt securities
(or, if not rated or rated by only one rating agency, is determined to be of
comparable quality). Determinations of comparable quality shall be made in
accordance with procedures established by the Board of Directors. Each Fund will
maintain a dollar-weighted average maturity of 90 days or less in an effort to
maintain a net asset value per share of $1.00. There is no assurance that the
net asset value per share of the Funds will be maintained at $1.00.

GOVERNMENT MONEY FUND

The Government Money Fund invests in obligations issued or guaranteed by
the U.S Government or its agencies or instrumentalities that have remaining
maturities of thirteen months or less.

The Government Money Fund, formerly known as Harris Insight Government
Assets Fund, invests exclusively in obligations issued or guaranteed by the U.S.
Government or its agencies or instrumentalities (``Government Securities'') that
have remaining maturities not exceeding thirteen months and in certain
repurchase agreements described below.

A further description of these obligations is included under ``Investment
Strategies.''

MONEY FUND

The Money Fund invests in short-term money market instruments, including
U.S. Government, bank and commercial obligations with remaining maturities of
thirteen months or less.

Bank obligations include negotiable certificates of deposit, bankers'
acceptances and fixed time deposits. The Money Fund limits its investments in
domestic bank obligations to obligations of U.S. banks (including foreign
branches and thrift institutions) that have more than $1 billion in total assets
at the time of investment and are members of the Federal Reserve System or are
examined by the Comptroller of the Currency, or whose deposits are insured by
the Federal Deposit Insurance Corporation (``U.S. banks''). The Money Fund
limits its investments in foreign bank obligations to U.S. dollar-denominated
obligations of foreign banks (including U.S. branches): (a) which banks at the
time of investment (i) have more

<PAGE>

than $10 billion, or the equivalent in other currencies, in total assets and
(ii) are among the 100 largest banks in the world, as determined on the basis of
assets, and have branches or agencies in the U.S.; and (b) which obligations, in
the opinion of the Portfolio Management Agent, are of an investment quality
comparable to obligations of U.S. banks that may be purchased by the Money Fund.
The Money Fund may invest more than 25% of the current value of its total assets
in obligations (including repurchase agreements) of: (a) U.S. banks; (b) U.S.
branches of foreign banks that are subject to the same regulation as U.S. banks
by the U.S. Government agencies or (c) foreign branches of U.S. banks if the
U.S. banks would be unconditionally liable in the event the foreign branch
failed to pay on such obligations for any reason.

The profitability of the banking industry is largely dependent upon the
availability and cost of funds to finance lending operations and the quality of
underlying bank assets. In addition, domestic and foreign banks are subject to
extensive but different government regulation which may limit the amount and
types of their loans and the interest rates that may be charged. Obligations of
foreign banks involve somewhat different investment risks from those affecting
obligations of U.S. banks. See ``Investment Strategies -- Foreign Securities.''

The commercial paper purchased by the Money Fund will consist of U.S.
dollar-denominated direct obligations of domestic and foreign corporate issuers,
including bank holding companies.

The Money Fund may also invest in bank investment contracts (``BICs''),
asset-backed securities, guaranteed investment contracts (``GICs'') issued by
U.S. and Canadian insurance companies, convertible and non-convertible debt
securities of domestic corporations and of foreign corporations and governments
that are denominated, and pay interest, in U.S. dollars, and variable amount
master demand notes.

In addition, the Money Fund may invest in tax-exempt municipal obligations
in which the Tax-Exempt Money Fund may invest, described below, when the yields
on such obligations are higher than the yields on taxable investments. The Money
Fund may also invest in certain other obligations as described in ``Investment
Strategies'' below and in the Statement of Additional Information.

All securities acquired by the Fund will have remaining maturities of
thirteen months or less and will be subject to the applicable quality
requirements described above.

TAX-EXEMPT MONEY FUND

The Tax-Exempt Money Fund invests in debt instruments issued by or for
states, cities, municipalities and other public authorities that provide
interest income exempt from federal income tax.

<PAGE>

--------

Each Fund may purchase debt obligations that are not rated if, in the
opinion of the Portfolio Management Agent, or the Investment Adviser with
respect to the Tax-Exempt Money Fund, they are of investment quality comparable
to other rated investments that may be purchased by the Fund. After purchase by
a Fund, a security may cease to be rated or its rating may be reduced below the
minimum required for purchase by the Fund. A Fund may be required to sell a
security downgraded below the minimum required for purchase, absent a specific
finding by the Board of Directors that a sale is not in the best interests of
the Fund. The ratings of Moody's and S&P are more fully described in the
Appendix to the Statement of Additional Information.

INVESTMENT STRATEGIES

ASSET-BACKED SECURITIES. The Money Fund may purchase asset-backed
securities, which represent a participation in, or are secured by and payable
from, a stream of payments generated by particular assets, most often a pool of
assets similar to one another. Assets generating such payments will consist of
motor vehicle installment purchase obligations, credit card receivables and home
equity loans, equipment leases, manufactured housing loans and marine loans. In
accordance with guidelines established by the Board of Directors, asset-backed
securities may be considered illiquid securities and, therefore, subject to the
Fund's 10% limitation on such investments.

BANK INVESTMENT CONTRACTS. The Money Fund may invest in bank investment
contracts (``BICs'') which are debt obligations issued by banks. BICs require
the Fund to make cash contributions to a deposit account at a bank in exchange
for payments at negotiated, floating or fixed interest rates. A BIC is a general
obligation of the issuing bank. BICs are considered illiquid securities and will
be subject to each Fund's 10% limitation on such investments, unless there is an
active and substantial secondary market for the particular instrument and market
quotatians are readily available in accordance with guidelines established by
the Board of Directors. All purchases of BICs will be subject to the applicable
quality requirements described under ``Investment Objectives and Policies.''

<PAGE>

FLOATING AND VARIABLE RATE INSTRUMENTS. The Funds may purchase
instruments
having a floating or variable rate of interest. These obligations bear interest
at rates that are not fixed, but vary with changes in specified market rates or
indices, such as the prime rate, or at specified intervals. Certain of these
obligations may carry a demand feature that would permit the holder to tender
them back to the issuer at par value prior to maturity. The Funds may each
invest in a floating or variable rate obligation even if it carries a stated
maturity in excess of thirteen months upon compliance with certain conditions
contained in a rule of the Commission, in which case such obligation will be
treated as having a maturity not exceeding thirteen months. Each Fund will limit
its purchases of floating and variable rate obligations to those of the same
quality as it otherwise is allowed to purchase.

FOREIGN SECURITIES. The Money Fund may invest in non-convertible debt
obligations of foreign banks, foreign corporations and foreign governments which
obligations are denominated in and pay interest in U.S. dollars. Investment in
foreign securities involve certain considerations that are not typically
associated with investing in domestic securities. Investments in foreign
securities typically involve higher transaction costs than investments in U.S.
securities. Foreign investments may have risks associated with currency exchange
rates, political liability, less complete financial information about the
issuers and less market liquidity. Future political and economic developments,
possible imposition of withholding taxes on income, seizure or nationalization
of foreign holdings, establishment of exchange controls or the adoption of other
governmental restrictions might adversely affect the payment of principal and
interest on foreign obligations. In addition, foreign banks and foreign branches
of domestic banks may be subject to less stringent reserve requirements than and
to different accounting, auditing and recordkeeping requirements from domestic
banks.

GUARANTEED INVESTMENT CONTRACTS. The Money Fund may invest in
guaranteed
investment contracts (``GICs'') issued by U.S. and Canadian insurance companies.
GICs require the Fund to make cash contributions to a deposit fund of an
insurance company's general account. The insurance company then makes payments
to the Fund based on negotiated, floating or fixed interest rates. A GIC is a
general obligation of the issuing insurance company and not a separate account.
The purchase price paid for a GIC becomes part of the general assets of the
insurance company, and the contract is paid from the insurance company's general
assets. Generally, GICs are not assignable or transferable without the
permission of the issuing insurance companies, and an active secondary market in
GICs does not currently exist. In accordance with guidelines established by the
Company's Board of Directors, GICs may be considered illiquid securities and,
therefore, subject to the Fund's 10% limitation on such investments. All
purchases of GICs by the Fund will be subject to the applicable quality
requirements described under ``Investment Objectives and Policies.''

ILLIQUID SECURITIES. A Fund will not invest more than 10% of the value of
its net assets in securities that are considered illiquid. Repurchase agreements
and time deposits that do not provide for payment to the Fund within seven days
after notice or which have a term greater than seven days are deemed illiquid
securities for this purpose (unless such securities are variable amount master
demand notes with maturities of nine months or less or unless the Portfolio
Management Agent or Investment Adviser has determined under the supervision and
direction of the Company's Board of Directors that an adequate trading market
exists for such securities or that market quotations are readily available).

<PAGE>

Each Fund may also purchase Rule 144A securities sold to institutional
investors without registration under the Securities Act of 1933 and commercial
paper issued in reliance upon the exemption in Section 4(2) of the Securities
Act of 1933. These securities may be determined to be liquid in accordance with
guidelines established by the Portfolio Management Agent or Investment Adviser
and approved by the Company's Board of Directors. The Board of Directors will
monitor the Portfolio Management Agent's or Investment Adviser's implementation
of these guidelines on a periodic basis.

INVESTMENT COMPANY SECURITIES. In connection with the management of its
daily cash positions, each Fund may invest in securities issued by investment
companies that invest in short-term, debt securities and which seek to maintain
a $1.00 net asset value per share. To the extent that the Tax-Exempt Fund
invests in such investment companies, it will invest in investment companies
that invest primarily in municipal obligations that are exempt from federal
income taxes. Securities of investment companies will be acquired by a Fund
within the limits prescribed by the Investment Company Act of 1940, as amended
(the ``1940 Act''). These limit each Fund so that: (i) not more than 5% of the
value of its total assets will be invested in the securities of any one
investment company; (ii) not more than 10% of the value of its total assets will
be invested in the aggregate in securities of investment companies as a group;
and (iii) not more than 3% of the outstanding voting stock of any one investment
company will be owned by the Fund or by the Company as a whole. As a shareholder
of another investment company, a Fund would bear, along with other shareholders,
its pro rata portion of the other investment company's expenses, including
advisory fees. These expenses would be in addition to the advisory and other
expenses that a Fund bears directly in connection with its own operations.

MUNICIPAL OBLIGATIONS. The Tax-Exempt Money Fund may invest in short- term
tax-exempt obligations issued by or on behalf of states, territories and
possessions of the U.S., the District of Columbia, and their respective
authorities, agencies, instrumentalities and political subdivisions that have
remaining maturities not exceeding thirteen months. Such Municipal Obligations
include municipal bonds, municipal notes and municipal commercial paper.
Municipal bonds generally have a maturity at the time of issuance of up to 30
years. Municipal notes generally have maturities at the time of issuance of
three years or less. These notes are generally issued in anticipation of the
receipt of tax funds, the proceeds of bond placements or other revenues. The
ability of an issuer to make payments is therefore dependent on these tax
receipts, proceeds from bond sales or other revenues, as the case may be.
Municipal commercial paper is a debt obligation with an effective maturity or
put date of 270 days or less that is issued to finance seasonal working capital
needs or as short-term financing in anticipation of longer-term debt.

OTHER SHORT-TERM CORPORATE OBLIGATIONS INCLUDING VARIABLE
AMOUNT MASTER
DEMAND NOTES. The Money Fund may invest in convertible and non-convertible debt
securities of domestic corporations and of foreign corporations and governments
that are denominated in and pay interest in U.S. dollars, consisting of notes,
bonds and debentures that have thirteen months or less remaining to maturity and
meet the applicable quality standards described under ``Investment Objectives
and Policies,'' and in variable amount master demand notes. Variable amount
master demand notes differ from ordinary commercial paper in that they are
issued pursuant to a written agreement between the issuer and the holder. Their
amounts may from time to time be increased by the holder (subject to an agreed
maximum) or decreased by the holder or the issuer; they are payable on demand or
after an

<PAGE>

agreed-upon notice period, e.g., seven days; and the rates of interest vary
pursuant to an agreed-upon formula. Generally, master demand notes are not rated
by a rating agency. However, the Fund may invest in these obligations if, in the
opinion of the Portfolio Management Agent, they are of an investment quality
comparable to rated securities in which the Fund may invest. The Portfolio
Management Agent monitors the creditworthiness of issuers of master demand notes
on a daily basis. Transfer of these notes is usually restricted by the issuer,
and there is no secondary trading market for these notes. The Fund may not
invest in a master demand note with a demand notice period of more than seven
days, if, as a result, more than 10% of the value of the Fund's total net assets
would be invested in these notes, together with other illiquid securities.

REPURCHASE AGREEMENTS. Each Fund may purchase portfolio securities subject
to the seller's agreement to repurchase them at a mutually agreed upon time and
price, which includes an amount representing interest on the purchase price.
Each Fund may enter into repurchase agreements only with respect to obligations
that could otherwise be purchased by the Fund. The seller will be required to
maintain in a segregated account for the Fund cash or cash equivalent collateral
equal to at least 100% of the repurchase price (including accrued interest).
Default or bankruptcy of the seller would expose a Fund to possible loss because
of adverse market action, delays in connection with the disposition of the
underlying obligations or expenses of enforcing its rights.

A Fund may not enter into a repurchase agreement if, as a result, more than
10% of the market value of that Fund's total net assets would be invested in
repurchase agreements with a maturity of more than seven days and in other
illiquid securities. The Funds will enter into repurchase agreements only with
registered broker/dealers and commercial banks that meet guidelines established
by the Company's Board of Directors.

SECURITIES WITH PUT RIGHTS. To maintain liquidity, the Funds may enter into
puts with respect to portfolio securities with banks or broker/dealers that, in
the opinion of the Portfolio Management Agent, or Investment Adviser with
respect to the Tax-Exempt Money Fund, present minimal credit risks. The ability
of the Funds to exercise a put will depend on the ability of the bank or
broker/dealer to pay for the underlying securities at the time the put is
exercised. In the event that a bank or broker/dealer defaults on its obligation
to repurchase an underlying security, the Fund might be unable to recover all or
a portion of any loss sustained by having to sell the security elsewhere.

STRIPPED SECURITIES. The Funds may purchase participations in trusts that
hold U.S. Treasury and agency securities (such as TIGRs and CATs) and also may
purchase Treasury receipts and other stripped securities, which represent
beneficial ownership interests in either future interest payments or the future
principal payments on the securities held by the trust. These instruments are
issued at a discount to their ``face value'' and may (particularly in the case
of stripped mortgage-backed securities) exhibit greater price volatility than
ordinary debt securities because of the manner in which their principal and
interest are returned to investors. Participations in TIGRs, CATs and other
similar trusts are not considered U.S. Government securities. Stripped
securities will normally be considered illiquid investments and will be acquired
subject to the limitation on illiquid investments unless determined to be liquid
under guidelines established by the Board of Directors.

<PAGE>

WHEN-ISSUED SECURITIES. Each Fund may purchase securities on a when- issued
basis, in which case delivery and payment normally take place within 45 days
after the date of the commitment to purchase. The Funds will make commitments to
purchase securities on a when-issued basis only with the intention of actually
acquiring the securities, but may sell them before the settlement date, if
deemed advisable. The purchase price and the interest rate that will be received
are fixed at the time of the commitment. When-issued securities are subject to
market fluctuation and no income accrues to the purchaser prior to issuance.
Purchasing a security on a when-issued basis can involve a risk that the market
price at the time of delivery may be lower than the agreed upon purchase price.

Each Fund will establish a segregated account in which it will maintain
liquid assets in an amount at least equal in value to the Fund's commitments to
purchase when-issued securities. If the value of these assets declines, the Fund
will place additional liquid assets in the account on a daily basis so that the
value of the assets in the account is equal to the amount of the Fund's
commitments.

INVESTMENT LIMITATIONS

Unless otherwise noted, the foregoing investment objectives and related
policies and activities of each of the Funds are not fundamental and may be
changed by the Board of Directors of the Company without the approval of the
shareholders, provided that the policy relating to investment company securities
is a fundamental investment policy. If there is a change in a Fund's investment
objective, shareholders should consider whether the Fund remains an appropriate
investment in light of their then current financial position and needs.

<PAGE>

Fund and the Government Money Fund) may be invested without regard to this
limitation; (3) purchase securities of an issuer if, as a result, with respect
to 75% of its total assets, it would own more than 10% of the voting securities
of such issuer; or (4) borrow from banks, except that it may borrow up to 10% of
the current value of its total assets for temporary purposes only in order to
meet redemptions, and these borrowings may be secured by the pledge of up to 10%
of the current value of the Fund's net assets (but investments may not be
purchased while borrowings are in excess of 5%). It is also a fundamental policy
that each Fund may make loans of portfolio securities, and invest up to 10% of
the current value of its net assets in repurchase agreements having maturities
of more than seven days, variable amount master demand notes having notice
periods of more than seven days, fixed time deposits subject to withdrawal
penalties having maturities of more than seven days, and securities that are not
readily marketable. Although not a matter of fundamental policy, the Funds
consider the securities of foreign governments to be a separate industry for
purposes of the 25% asset limitation on investments in the securities of issuers
conducting their principal business activity in the same industry.

MANAGEMENT

The Board of Directors has overall responsibility for the conduct of the
affairs of the Funds and Company. The members of the Board and their principal
occupations are as follows:

BOARD OF DIRECTORS

Edgar R. Fiedler Vice President and Economic Counsellor, The Conference
Board.

C. Gary Gerst Chairman of the Board of Directors and Trustees;
Chairman Emeritus, La Salle Partners, Ltd. (Real Estate
Developer and Manager).

John W. McCarter, Jr. Senior Vice President, Booz Allen & Hamilton, Inc.
(Consulting Firm); Director of W.W. Grainger, Inc. and
A.M. Castle, Inc.

Ernest M. Roth Consultant; Retired Senior Vice President and Chief
Financial Officer, Commonwealth Edison Company.

INVESTMENT ADVISER

The Company has entered into an Advisory Contract with Harris Trust with
respect to each of the Funds. Harris Trust, located at 111 West Monroe Street,
Chicago, Illinois, is the successor to the investment banking firm of N.W.
Harris & Co. that was organized in 1882 and was incorporated in 1907 under the
present name of the bank. It is an Illinois state-chartered bank and a member of
the Federal Reserve System. At December 31, 1994, Harris Trust had assets of
more than $13

<PAGE>

billion and was the largest of 14 banks owned by Harris Bankcorp, Inc. Harris
Bankcorp, Inc. is a wholly-owned subsidiary of Bankmont Financial Corp., which
is a wholly-owned subsidiary of Bank of Montreal, a publicly traded Canadian
banking institution.

As of December 31, 1994, Harris Trust managed more than $8 billion in
personal trust assets, and acted as custodian of more than $151 billion in
assets.

With respect to the Tax-Exempt Money Fund, the Advisory Contract provides
that Harris Trust shall make investments for the Fund in accordance with the
Investment Adviser's best judgment. With respect to the Government Money and
Money Funds, the Advisory Contracts provide that Harris Trust is responsible for
the supervision and oversight of the Portfolio Management Agent's performance
(as discussed below).

Because the Funds entered into new Advisory Contracts with Harris Trust on
October 20, 1993, two Advisory Contracts and related fee schedules were in
effect during the fiscal year ended December 31, 1993. Under the Advisory
Contracts then in effect for the period from January 1, 1993 to October 19,
1993, Harris Trust was entitled to receive monthly advisory fees at the annual
rate of 0.50% of the average daily net assets of each of the Funds. Under the
Funds' existing Advisory Contracts which became effective October 20, 1993,
Harris Trust is entitled to receive monthly advisory fees at the annual rate of
0.14% of the first $100 million of each Fund's average daily net assets, plus
0.10% of each Fund's average daily net assets in excess of $100 million. The
following are the advisory fees calculated under the applicable Advisory
Contract, paid to Harris Trust for each Fund as a percentage of average daily
net assets for the the fiscal year ended December 31, 1995, respectively: the
Government Money Fund, 0.11%; the Money Fund, 0.11%; and the Tax-Exempt Money
Fund, 0.11%.

The Investment Adviser had undertaken to waive the fees payable to it by
each of the Funds to the extent the payment of such fees would cause the expense
ratios of those Funds to exceed 0.75%; that undertaking terminated on December
31, 1994. The Investment Adviser may continue to voluntarily waive a portion of
its fees. No investment advisory fees were waived for the year ended December
31, 1995.

Purchase and sale orders of the securities held by the Tax-Exempt Money
Fund may be combined with those of other accounts that Harris Trust manages, and
for which it has brokerage placement authority, in the interest of seeking the
most favorable overall net results. When Harris Trust determines that a
particular security should be bought or sold for the Tax-Exempt Money Fund and
other accounts managed by Harris Trust, Harris Trust undertakes to allocate
those transactions among the participants equitably.

PORTFOLIO MANAGEMENT AGENT

For the services provided by HIM, Harris Trust pays to HIM the advisory
fees it receives from the Funds other than the Tax-Exempt Money Fund. For the
fiscal years ended December 31, 1995 and 1994, Harris Trust paid fees to HIM (i)
at the rate of 0.11% and 0.11% of the average daily net assets of the Government
Money Fund, and (ii) at the rate of 0.11% and 0.11% of the average daily net
assets of the Money Fund.

<PAGE>

Purchase and sale orders of the securities held by each of the Funds (other
than the Tax-Exempt Money Fund) may be combined with those of other accounts
that HIM manages, and for which it has brokerage placement authority, in the
interest of seeking the most favorable overall net results. When HIM determines
that a particular security should be bought or sold for any of the Funds and
other accounts managed by HIM, HIM undertakes to allocate those transactions
among the participants equitably.

GLASS-STEAGALL ACT

It is the position of Harris Trust and HIM that they may perform the
services contemplated by the Advisory Contracts, the Portfolio Management
Contracts and this Prospectus without violation of the Glass-Steagall Act or
other applicable federal banking laws or regulations. It is noted, however, that
there are no controlling judicial or administrative interpretations or decisions
and that future judicial or administrative interpretations of, or decisions
relating to, present federal statutes and regulations relating to the
permissible activities of banks and their subsidiaries or affiliates, as well as
future changes in federal statutes or regulations and judicial or administrative
decisions or interpretations thereof, could prevent Harris Trust or HIM from
continuing to perform, in whole or in part, such services. If Harris Trust or
HIM were prohibited from performing any of such services, it is expected that
the Board of Directors of the Company would recommend to the Funds' shareholders
that they approve new agreements with another entity or entities qualified to
perform such services and selected by the Board of Directors.

To the extent permitted by the Commission, the Funds may pay brokerage
commissions to certain affiliated persons. No such commission payments have been
made during the last fiscal year.

ADMINISTRATORS, CUSTODIAN AND TRANSFER AGENT

First Data Investor Services Group, Inc. (formerly known as The Shareholder
Services Group, Inc.) (``First Data'' or the ``Administrator'') and PFPC Inc.
(``PFPC'' or the ``Administrator and Accounting Services Agent,''),
(collectively, the ``Administrators'') serve as the Company's administrators. In
such capacity, the Administrators generally assist the Company in all aspects of
its administration and operation. PFPC also serves as the transfer and dividend
disbursing agent of the Funds (the ``Transfer Agent'').

PNC Bank, N.A. (the ``Custodian'') serves as custodian of the assets of the
Funds. PFPC and the Custodian are indirect, wholly-owned subsidiaries of PNC
Bank Corp.

As compensation for their services, the Administrators, the Custodian, and
the Transfer Agent are entitled to receive a combined fee based on the aggregate
average daily net assets of the Funds and the Company's other investment
portfolios (Harris Insight Equity Fund, Intermediate Bond Fund and Hemisphere
Free Trade Fund (``Harris Non-Money Market Funds'')), payable monthly at an
annual rate of .17% of the first $300 million of average daily net assets; .15%
of the next $300 million; and .13% of average net assets in excess of $600
million. In addition, a separate fee is charged by PFPC for certain retail
transfer agent services and for various custody transactional charges.

<PAGE>

DISTRIBUTOR

Funds Distributor, Inc. (the ``Distributor'') has entered into a
Distribution Agreement with the Company pursuant to which it has the
responsibility for distributing shares of the Funds. The Distributor bears the
cost of printing and mailing prospectuses to potential investors and any
advertising expenses incurred by it in connection with the distribution of
shares, subject to the terms of the Service Plans described below.

See ``Management'' and ``Custodian'' in the Statement of Additional
Information for additional information regarding the Company's Investment
Adviser, Portfolio Management Agent, Administrators, Custodian, Transfer Agent
and Distributor.

EXPENSES

Except for certain expenses borne by the Distributor, Harris Trust and HIM,
the Company bears all costs of its operations, including the compensation of its
directors who are not affiliated with Harris Trust, HIM or the Distributor or
any of their affiliates; advisory and administration fees; payments pursuant to
any Service Plan; interest charges; taxes; fees and expenses of its independent
accountants, legal counsel, transfer agent and dividend disbursing agent;
expenses of preparing and printing prospectuses (except the expense of printing
and mailing prospectuses used for promotional purposes, unless otherwise payable
pursuant to a Service Plan), shareholders' reports, notices, proxy statements
and reports to regulatory agencies; insurance premiums and certain expenses
relating to insurance coverage; trade association membership dues; brokerage and
other expenses connected with the execution of portfolio securities
transactions; fees and expenses of the Funds' custodian including those for
keeping books and accounts and calculating the net asset value per share of the
Funds; expenses of directors' and shareholders' meetings; expenses relating to
the issuance, registration and qualification of shares of the Funds; pricing
services; organizational expenses; and any extraordinary expenses. Expenses
attributable to each Fund are charged against the assets of that Fund. Other
general expenses of the Company are allocated among the Funds and the Harris
Non-Money Market Funds in an equitable manner as determined by the Board of
Directors.

DETERMINATION OF NET ASSET VALUE

Net asset value per share for each Fund is determined on each day that the
New York Stock Exchange (``NYSE'') and the Federal Reserve Bank of Philadelphia
(the ``Fed'') are open for trading. For a list of the days on which the net
asset value will not be determined, see ``Determination of Net Asset Value'' in
the Statement of Additional Information. The net asset value per share of each
of the Funds is determined by dividing the value of the total assets of the Fund
less all of its liabilities by the total number of outstanding shares of the
Fund.

The net asset value per share of each class of shares of the Funds is
determined at 12:00 Noon, New York City time. Each of the Funds uses the
amortized cost method to value its portfolio securities and each attempts to
maintain a constant net asset value of $1.00 per share. The amortized cost
method involves valuing a security at its cost and amortizing any discount or
premium over the period until maturity, regardless of the impact of fluctuating
interest rates on the market value of the security.

<PAGE>

PURCHASE OF SHARES

Shares of any of the Funds may be purchased through authorized
broker/dealers, financial institutions and service agents (``Institutions'') on
any day the NYSE and the Fed are open for business. Individual investors will
purchase all shares directly through Institutions which will transmit purchase
orders directly to the Distributor. Institutions are responsible for the prompt
transmission of purchase, exchange or redemption orders, and may independently
establish and charge additional fees to their customers for such services, which
would reduce the customers' yield or return. The Company does not impose any
minimum initial or subsequent investment limitations. Each Institution through
which shares may be purchased may establish its own terms with respect to the
requirement of a minimum initial investment and minimum subsequent investments.

The Company reserves the right to reject any purchase order. All funds will
be invested in full and fractional shares. Checks will be accepted for the
purchase of any Fund's shares subject to collection at full face value in U.S.
dollars. Inquiries may be directed to the Company at the
address and telephone number on the cover of this Prospectus.

Purchase orders for shares of the Funds received in good order by the
Distributor before 12:00 Noon (New York City time) will be executed that day.
Institutions through which orders are placed may set earlier purchase deadlines.
Purchase orders received in good order after 12:00 Noon (New York City time)
will be executed on the next business day on which the net asset value is
calculated.

Shares of the Funds are offered continuously at the net asset value next
determined after a purchase order is effective; the net asset value is expected
to remain constant at $1.00. No sales charge is imposed.

A salesperson and any other person entitled to receive compensation for
selling or servicing shares of a Fund may receive different compensation for
selling or servicing shares of one class as compared with another class.

Orders for the shares of Funds will become effective when an investor's
bank wire order or check is converted into federal funds. Wires for purchases
will be accepted only in federal funds or other funds immediately available to
the Custodian. Wire transmissions may, however, be subject to delays of several
hours, in which event the effectiveness of the order will be delayed. Payments
transmitted by a bank wire other than the Federal Reserve Wire System may take
longer to be converted into federal funds. When payment for shares is by check
drawn on any member bank of the Federal Reserve System, federal funds normally
become available to the Fund on the business day after the check is deposited.
Checks drawn on a non-member bank or a foreign bank may take substantially
longer to be converted into federal funds and, accordingly, may delay the
execution of an order.

Each of the Funds offers two additional classes of shares, Class B Shares
and Institutional Shares, in addition to the Class A Shares described in this
Prospectus. Class B Shares and Institutional Shares each have different expense
levels which may affect performance. Investors may call 1-800-982-8782 to obtain
more information concerning Class B Shares and Institutional Shares of the
Funds.

<PAGE>

REDEMPTION OF SHARES

Shares may be redeemed at their next determined net asset value after
receipt of a proper request by the Distributor directly or through any
Institution. See page .

The Company makes no charge for redemption transactions, but an Institution
may charge an account-based service fee. Redemption orders received by an
Institution before 12:00 Noon, New York City time, (on each day that net asset
value is determined) with respect to shares of the Funds and received by the
Distributor before the close of business on the same day will be executed at
such Fund's net asset value per share next determined on that day. Redemption
orders received by an Institution after the close of the NYSE, or not received
by the Distributor prior to the close of business, will be executed at such
Fund's net asset value next determined on the next business day.

If a redemption order for shares of the Funds is received in good order by
the Distributor before 12:00 Noon (New York City time) payment will normally be
remitted the same day. In the case of a redemption request made shortly after a
recent purchase, the redemption proceeds will be distributed upon the clearance
of the shareholder's check used to purchase the Company's shares which may take
up to 15 days or more after the investment. The proceeds may be more or less
than cost and, therefore, a redemption may result in a gain or loss for federal
income tax purposes. Payment of redemption proceeds may be made in readily
marketable securities.

REDEMPTION THROUGH INSTITUTIONS

REDEMPTION BY EXPEDITED REDEMPTION SERVICE

If shares of the Funds are held directly by the Transfer Agent in book
credit form and the Expedited Redemption Service has been elected on the
Purchase Application on file with the Transfer Agent, redemption of shares may
be requested by telephone, on any day the Company and the Transfer Agent are
open for business. The Company and its Transfer Agent will attempt to confirm
that telephone instructions are genuine and will use procedures as are
considered reasonable. In this regard the Company and its Transfer Agent require
personal identification information before accepting telephonic redemption
instructions. The shareholder will bear the risk of loss due to fraud, although
the Company and its agents may have a risk of loss if reasonable procedures are
not used. The Distributor can be reached by calling (800) 982-8782.

Upon request, proceeds of Expedited Redemptions of $1,000 or more will be
wired to the shareholder's bank indicated in the Purchase Application. If an
Expedited Redemption request is received by the Transfer Agent by 12:00 Noon
(New York City time) on a day the Company and the Transfer Agent are open for
business, the redemption proceeds will be transmitted to the shareholder's bank
that same day. A check for the proceeds of less than $1,000 will be mailed to
the shareholder's address of record, except that, in the case of investments in
the Company that have been effected through Institutions, the full amount of the
redemption proceeds will be transmitted by wire.

<PAGE>

Because of the high cost of maintaining small accounts, the Company
reserves the right to involuntarily redeem accounts on behalf of shareholders
whose share balances fall below $500 unless this balance conditions results a
decline in the market value of such Fund's assets. Prior to such a redemption, a
shareholder will be notified in writing and permitted 30 days to make additional
investments to raise the account balance to the specified minimum.

SERVICE PLAN

Under each Fund's Service Plan relating to Class A Shares, each Fund will
enter into a Servicing Agreement with institutions, such as banks, savings and
loan associations and other financial institutions (``Service Organizations''),
that require the Service Organization to provide certain shareholder support
services and distribution assistance in consideration of the Fund's payment of
up to 0.35% (on an annualized basis) of the average daily net asset value of the
Class A Shares, held by or for the benefit of customers of the Service
Organization (``Customers''). Services, which are provided by Service
Organizations, and are described more fully in the Statement of Additional
Information under ``Service Plans - Money Market Funds,'' include aggregating
and processing purchase and redemption orders; processing dividend payments from
the Funds on behalf of Customers; arranging for the reinvestment of dividend
payments; providing information periodically to Customers showing their
positions in shares; arranging for bank wires; responding to Customer inquiries
relating to the services provided by the Service Organization and handling
correspondence; acting as shareholder of record and nominee; and providing
distribution assistance and support services. Under the terms of the Servicing
Agreements, Service Organizations are required to provide to their Customers a
schedule of any fees that they may charge Customers in connection with their
investments in Class A Shares.

DIVIDENDS AND DISTRIBUTIONS

The Company declares as a dividend on the outstanding shares of each class
of a Fund substantially all of such Fund's net investment income at the close of
each business day to shareholders of record at 12:00 Noon (New York City time)
on the day of declaration. Shares purchased will begin earning dividends on the
day the purchase order is executed and shares redeemed will earn dividends
through the previous day, except that with respect to the Check Redemption
Service, shares redeemed will cease to earn dividends on the day the check is
charged to the Custodian's account at its Federal Reserve Bank. Net investment
income for a Saturday, Sunday or holiday will be declared as a dividend on the
previous business day to shareholders of record at 12:00 Noon (New York City
time) on that day.

Investment income for any class of shares of a Fund includes, among other
things, interest income, market and original issue discount and premium. Fund
dividends declared in and attributable to the preceding month will be paid on
the first business day of each month. Dividends are determined in the same
manner and are paid in the same amount for each Fund share, except that Class A
and Class B Shares bear the expenses of fees paid to Service Organizations. As a
result, at any given time, the net yield of Class A Shares could be up to 0.35%
lower than the net yield of Institutional Shares, and the net yield of Class B
Shares could be up to 0.25% lower than the net yield of Institutional Shares of
the Funds. Each Fund's net taxable capital gains, if any, will be distributed at
least annually (except to the extent permitted to avoid imposition of the 4%
excise tax described below). Dividends and distributions paid by any of the
Funds will be invested in additional shares of the same Fund at net asset value
and credited to the shareholder's account on the payment date or, at the

<PAGE>

shareholder's election, paid in cash. Dividend checks and Statements of Account
will be mailed approximately two business days after the payment date. Each Fund
forwards to the Transfer Agent the monies for dividends to be paid in cash on
the payment date.

Shareholders who redeem all their shares of any of the Funds prior to a
dividend payment will receive, in addition to the redemption proceeds, dividends
declared but unpaid. Shareholders who redeem only a portion of their shares will
be entitled to all dividends declared but unpaid on such shares on the next
dividend payment date.

FEDERAL INCOME TAXES

Each Fund (and each Harris Non-Money Market Fund) will be treated as a
separate entity for tax purposes and thus the provisions of the Internal Revenue
Code of 1986, as amended (the ``Code'') generally will be applied to each Fund
separately, rather than to the Company as a whole. As a result, net capital
gains, net investment income, and operating expenses will be determined
separately for each Fund. The Company intends to qualify each Fund as a
regulated investment company under Subchapter M of the Code. As portfolios of a
regulated investment company, each Fund will not be subject to federal income
taxes with respect to net investment income and net capital gains distributed to
its shareholders, as long as it distributes 90% or more of its net investment
income (including net short-term capital gains) each year and, in the case of
the Tax-Exempt Money Fund, as long as it distributes to its shareholders at
least 90% of its net tax-exempt income (including net short-term capital gains).

Dividends from net investment income (including net short-term capital
gains), except ``exempt-interest dividends'' (described below), will be taxable
as ordinary income. Because more than 50% of the value of the total assets of
the Tax-Exempt Money Fund at the close of each quarter of its taxable year is
expected to consist of obligations the interest on which is exempt from federal
income tax, the Tax-Exempt Money Fund expects to qualify under the Code to pay
``exempt- interest dividends.'' Dividends distributed by the Tax-Exempt Money
Fund that are attributable to interest from tax-exempt securities will be
designated by the Fund as an ``exempt-interest dividend,'' and, as such, will
generally be exempt from federal income tax.

In the case of the shareholders of the Tax-Exempt Money Fund, interest on
indebtedness incurred or continued to purchase or carry shares of the Fund will
not be deductible to the extent that the Fund's distributions are exempt from
federal income tax. In addition, the portion of an exempt-interest dividend
allocable to certain tax-exempt obligations will be treated as a preference item
for purposes of the alternative minimum tax imposed on both individuals and
corporations. Persons who may be ``substantial users'' (or ``related persons''
of substantial users) of facilities financed by private activity bonds should
consult their tax advisers before purchasing shares in the Tax-Exempt Money
Fund.

<PAGE>

The exemption of exempt-interest dividends paid by the Tax-Exempt Money
Fund for federal income tax purposes may not result in similar exemptions under
the tax law of state and local authorities. In general, only interest earned on
obligations issued by the state or locality in which the investor resides will
be exempt from state and local taxes. Shareholders should consult their advisers
about the status of dividends from the Tax-Exempt Money Fund in their own states
and localities. Each year the Company will notify shareholders of the tax status
of distributions.

Any loss realized on a sale or exchange of shares of the Fund will be
disallowed to the extent shares are acquired within the 61-day period beginning
30 days before and ending 30 days after disposition of the shares.

The Company will be required to withhold, subject to certain exemptions,
currently at a rate of 31%, from dividends paid or credited to individual
shareholders (except shareholders from the Tax-Exempt Money Fund to the extent
it distributes an exempt-interest dividend) and from redemption proceeds, if a
correct taxpayer identification number, certified when required, is not on file
with the Company or Transfer Agent.

ACCOUNT SERVICES

ORGANIZATION AND CAPITAL STOCK

The Company was incorporated in Maryland on September 16, 1987 as an
open-end, diversified management investment company.

The authorized capital stock of the Company consists of 10,000,000,000
shares having a par value of $.001 per share. Currently the Company has six
portfolios in operation. The Board has authorized each of the three Money Market
Funds to issue three classes of shares, Class A, Class B and Institutional
Shares. Only Class A and Institutional Shares are in operation as of the date of
this Prospectus. In the future, the Board of Directors may authorize the
issuance of shares of additional investment portfolios and additional classes of
shares of a single portfolio may bear different sales charges and other expenses
which may affect their relative performance. Information regarding other classes
of shares may be obtained by calling the Company at the telephone number shown
on the cover page of this Prospectus or from any institution which makes
available shares of the Funds. All shares of the Company have equal voting
rights and will be voted in the aggregate, and not by class, except where voting
by class is required by law or where the matter involved affects only one class.
A more detailed statement of the voting rights of shareholders is contained in
the Statement of Additional Information. All shares of the Company, when issued,
will be fully paid and non-assessable. The Directors, when requested by at least
10% of the Company's outstanding shares, will call a meeting of shareholders for
the purpose of voting upon the question of removal of a director or directors
and will assist in communications with other shareholders as required by Section
16(c) of the 1940 Act.

As of January , 1996, the holders of record of 25% or more of the
outstanding shares of the Funds were as follows: Harris Trust held of record
[452,400,831] shares, equal to [95.4%] of the outstanding shares of the Money
Market Fund -- Class A Shares; [212,568,017] shares, equal to [99.9%] of the
outstanding shares of the Money

<PAGE>

Market Fund -- Institutional Shares; [353,569,130] shares, equal to [93.8%] of
the outstanding shares of the Government Money Market Fund -- Class A Shares;
[46,202,467] shares, equal to [99.9%] of the outstanding shares of the
Government Money Market Fund -- Institutional Shares; [147,351,701] shares,
equal to [90.2%] of the outstanding shares of the Tax-Exempt Money Market Fund
- -- Class A Shares; and [257,818,062] shares, equal to [99.9%] of the outstanding
shares of the Tax-Exempt Money Market Fund - Institutional Shares.

REPORTS TO SHAREHOLDERS

The fiscal year of the Company ends on December 31. The Company will send
to its shareholders a semi-annual report showing the investments held by each of
the Funds and other information (including unaudited financial statements)
pertaining to the Company. An annual report, containing financial statements
audited by the Company's independent accountants, will also be sent to
shareholders.

CALCULATION OF YIELD

From time to time the Funds advertise ``yield,'' ``effective yield'' and
``total return'' for Class A Shares. The Tax-Exempt Money Fund may also
advertise its ``tax-equivalent yield'' and ``total return.'' ``Total return''
refers to the amount an investment in Class A Shares of a Fund would have
earned, including any increase or decrease in net asset value, over a specified
period of time and assumes reinvestment of all dividends and distributions. The
total return of a Fund shows what an investment in the Fund would have earned
over a specified period of time (such as one, five or ten years or the period of
time since commencement of operations, if shorter) assuming the reinvestment of
all distributions and dividends by the Fund on their reinvestment dates during
the period less all recurring fees.

The yield of a class of shares in the Funds refers to the income generated
by an investment in the Fund over a seven-day period (which period will be
stated in the advertisement). The income is then ``annualized.'' That is, the
amount of income generated by the investment during that week is assumed to be
generated each week over a 52-week period and is shown as a percentage of the
investment. The effective yield is calculated similarly but, when annualized,
the income earned by an investment in the Fund is assumed to be reinvested. The
effective yield will be slightly higher than the yield because of the
compounding effect of this assumed reinvestment. The ``tax-equivalent yield''
refers to the yield on a taxable investment necessary to produce an after-tax
yield equal to a Fund's tax-free yield, and is calculated by increasing the
yield shown for the Fund to the extent necessary to reflect the payment of
specified tax rates. Thus, the tax-equivalent yield for a Fund will always
exceed that Fund's yield.

From time to time the Funds advertise ``30-day average yield'' and
``monthly average yield.'' Such yields refer to the average daily income
generated by an investment in such Fund over a 30-day or monthly period, as
appropriate (which period will be stated in the advertisement).

Investors who purchase and redeem shares of any Fund through Service Agents
may be subject to service fees imposed by those entities with respect to the
cash management and other services they provide. Such fees will have the effect
of reducing the return for those investors.

<PAGE>

INVESTMENT ADVISER
Harris Trust & Savings Bank
111 West Monroe Street
Chicago, Illinois 60603

PORTFOLIO MANAGEMENT AGENT
Harris Investment Management, Inc.
190 South LaSalle Street
Chicago, Illinois 60603

ADMINISTRATORS
First Data Investor Services Group, Inc.
53 State Street
Boston, Massachusetts 02109

PFPC Inc.
103 Bellevue Parkway
Wilmington, Delaware 19809

DISTRIBUTOR
Funds Distributor, Inc.
One Exchange Place
Boston, Massachusetts 02109

CUSTODIAN
PNC Bank, N.A.
Broad and Chestnut Streets
Philadelphia, Pennsylvania 19101

TRANSFER AGENT AND
DIVIDEND DISBURSING AGENT
PFPC Inc.
P.O. Box 8950
Wilmington, Delaware 19885

INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
Philadelphia, Pennsylvania

LEGAL COUNSEL
Bell, Boyd & Lloyd
Chicago, Illinois

HARRIS INSIGHT FUNDS
HARRIS INSIGHT CONVERTIBLE FUND

One Exchange Place, Boston, Massachusetts 02109
Telephone: (800) 982-8782

HT Insight Funds, Inc. (the "Company") is an open-end, diversified
management investment company that currently offers six investment portfolios.
This Prospectus describes the Company's Harris Insight Convertible Fund (the
"Fund"). The Fund's investment objective is to provide investors with capital
appreciation and current income.

Harris Trust & Savings Bank is the Investment Adviser to the Fund and
Harris Investment Management, Inc., a subsidiary of Harris Bankcorp, Inc., acts
as the Fund's Portfolio Management Agent. Shares of the Fund are offered by
Funds Distributor, Inc., the Company's distributor.

This Prospectus sets forth concisely the information a prospective
investor should know before investing in the Fund. Please read and retain it for
future reference. A Statement of Additional Information dated February 21, 1996,
containing more detailed information about the Fund has been filed with the
Securities and Exchange Commission and (together with any supplements thereto)
is incorporated by reference into this Prospectus. The Statement of Additional
Information and separate Prospectuses and Statements of Additional Information
for the other investment portfolios offered by the Company may be obtained
without charge by writing or calling the Harris Insight Funds at the address and
telephone number printed above.

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR
ENDORSED BY HARRIS TRUST & SAVINGS BANK, OR ANY OF ITS AFFILIATES,
AND ARE NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY. AN INVESTMENT IN THE
FUND INVOLVES
INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

-----------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION") OR ANY STATE SECURITIES
COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL
OFFENSE.

February 21, 1996

<PAGE>

TABLE OF CONTENTS

PAGE
Expense Table........................................................... 3
Financial Highlights.................................................... 7
Investment Objective and Policies....................................... 8
Investment Strategies................................................... 11
Management.............................................................. 16
Determination of Net Asset Value........................................ 20
Purchase of Shares...................................................... 21
Redemption of Shares.................................................... 23
Exchange Privilege...................................................... 24
Service Plan............................................................ 24
Dividends and Distributions............................................. 25
Federal Income Taxes.................................................... 25
Account Services........................................................ 26
Organization and Description of Shares.................................. 26
Reports to Shareholders................................................. 27
Calculation of Yield and Total Return................................... 27

No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, the Statement of
Additional Information and/or in the Fund's official sales literature in
connection with the offering of the Fund's shares and, if given or made, such
other information or representations must not be relied upon as having been
authorized by the Company or the Distributor. This Prospectus does not
constitute an offer in any state in which, or to any person to whom, such offer
may not lawfully be made.

2
<PAGE>

EXPENSE TABLE

The following table sets forth certain information concerning shareholder
transaction expenses and projected annual fund operating expenses for the Fund
during the current fiscal year.

Expenses and fees
payable by share-
holders are summarized
in this table and
expressed as a
percentage of
average net assets.

SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on 4.50%
Purchases ----
ANNUAL FUND OPERATING EXPENSES*:
(as a percentage of average net
assets after voluntary fee
waivers)
Advisory Fees (after waivers) 0.00%
Rule 12b-1 Fees (after expense 0.25%
reimbursement)
Other Expenses 0.80%
----
Total Fund Operating Expenses 1.05%
(after expense reimbursement) ====

- --------------------------------
*Customers of a financial institution, such as Harris Trust & Savings
Bank, may be charged certain fees and expenses by their institution. These fees
may vary depending on the capacity in which the institution provides fiduciary
and investment services to the particular client (e.g., personal trust, estate
settlement, advisory and custodian services).

Without any fee waivers and expense reimbursements, total operating
expenses for the fiscal year ended December 31, 1995 for the Fund would have
been 2.58%. Without waivers, the Fund's investment advisory fee would have been
0.70% of the Fund's average net assets. The amount of "Other Expenses" is based
on amounts incurred during the most recent fiscal year.

3
<PAGE>

EXAMPLE

You would pay the following expenses on a $1,000 investment in the Fund,
assuming (1) a hypothetical 5% gross annual return and (2) redemption at the end
of each time period:

1 year $ 55
3 years 77
5 years 100
10 years 167

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST
OR FUTURE
EXPENSES OR PERFORMANCE WHICH MAY BE MORE OR LESS THAN THOSE
SHOWN.

The purpose of the expense table is to assist the investor in understanding the
various costs and expenses that an investor in the Fund will bear directly or
indirectly. For more information concerning the various costs and expenses, see
"Management."

4
<PAGE>

HIGHLIGHTS

The Harris Insight Convertible Fund seeks to provide capital
appreciation and current income by investing, at least 65% of its assets in
securities securities such as bonds, debentures, notes, preferred stocks or
warrants that are convertible into common stocks. See page 7 below.

WHO MANAGES THE FUND'S INVESTMENTS?

Harris Trust & Savings Bank ("Harris Trust" or the "Investment
Adviser") is the investment adviser for the Fund. Harris Trust has provided
investment management service to clients for over 100 years. Harris Trust
provides investment services for pension, profit-sharing and personal
portfolios. As of June 30, 1995, assets under management total $23 billion. See
page 17.

Harris Investment Management, Inc. ("HIM" or the "Portfolio Management
Agent") provides daily portfolio management services for the Fund. HIM and its
predecessors have managed client assets for over 100 years. HIM has a staff of
96, including 64 professionals, providing investment expertise to the management
of Harris Insight Funds and for pension, profit-sharing and institutional
portfolios. As of June 30, 1995, assets under management are estimated to exceed
$13 billion. See page 17.

Harris Trust and HIM are subsidiaries of Harris Bankcorp., Inc.

WHAT ADVANTAGES DOES THE FUND OFFER?

The Fund is designed for individual and institutional investors. A
single investment in shares of the Fund gives the investor benefits customarily
available only to large investors, such as diversification of investment,
greater liquidity and professional management, block purchases of securities,
relief from bookkeeping, safekeeping of securities and other administrative
details.

WHEN ARE DIVIDENDS PAID?

Dividends from the Fund are declared and paid quarterly. Any net
capital gains will be declared and paid annually. See page 25.

HOW ARE SHARES REDEEMED?

5
<PAGE>

WHAT RISKS ARE ASSOCIATED WITH THE FUND?

The Fund's performance and price per share will change daily based on
many factors, including the quality of the Fund's investments, U.S. and
international economic conditions, general market conditions and international
exchange rates. There is no assurance that the Fund will achieve its investment
objective. See "Investment Strategies."

6
<PAGE>

FINANCIAL HIGHLIGHTS

This table shows the
total return on one
share of the
Fund for
each period
illustrated.

<TABLE>
<CAPTION>
CONVERTIBLE FUND
YEAR YEAR YEAR YEAR YEAR
YEAR YEAR 2/24/88*
ENDED ENDED ENDED ENDED ENDED
ENDED ENDED TO
12/31/95 12/31/94 12/31/93 12/31/92 12/31/91
12/31/90 12/31/89 12/31/88
<S> <C> <C> <C> <C> <C>
<C> <C> <C>
Net Asset Value, Beginning
of Period $8.78 $ 9.84 $ 9.16 $ 8.41 $ 7.18 $ 9.51
$10.05 $10.00
----- ------ ------ ------ ------ ------ ------ ---
- ---
Income From Investment
Operations:
Net Investment Income .621 .669 .538 .487 .609 .788
.732 .616
Net Realized and
Unrealized
Gain (Loss) on .975 (1.049) .680 .783 1.221 (2.378)
.333 .070
---- ------- ---- ---- ----- ------- ---- --
- --
Investments
Total from Investment
Operations 1.596 (.380) 1.218 1.270 1.830 (1.590)
1.065 .686
----- ------ ----- ----- ----- ------- ----- --
- --
Less Distributions:
Net Investment Income (0.856) (.680) (.538) (.520) (.600)
(.740) (.795) (.540)
Net Realized Gains --- --- --- --- --- --- (.810)
(.096)
--- --- --- --- --- --- ------ -----
- -
Total distributions (0.856) (.680) (.538) (.520) (.600) (.740)
(1.605) (.636)
------- ------ ------ ------ ------ ------ ------- --
- ----
Net Asset Value, End of Period $9.52 $ 8.78 $ 9.84 $ 9.16 $ 8.41 $
7.18 $ 9.51 $10.05
===== ====== ====== ======
====== ====== ====== ======
Total return(4) 18.52%(3) (4.01)% 13.50% 15.40% 26.04%
(17.12%) 10.58% 6.89%(3)
Ratios/Supplemental Data:
Net Assets, End of
Period $(000) 1,171 1,416 6,064 7,354 3,732 5,552
15,241 19,097
Ratios of Expenses to
Average
Net Assets(1) 0.80% 0.80% 0.80% 0.80% 0.80%
0.80% 0.78% 0.62%(2)
Ratios of Net Investment
Income to Average Net 5.68% 5.21% 5.16% 5.83% 6.91%
8.813% 6.78% 7.09%(2)
Assets
Portfolio Turnover Rate 35.59% 31.63% 81.04% 21.27% 62.20%
48.20% 59.15% 22.80%
- ----------------------------
</TABLE>

*Date commenced operations
(1) Reflects expenses after waivers of advisory fees and other expenses based on
net expenses incurred during the most recent fiscal year. Without the voluntary
waiver of fees, the expense ratios for the years ended December 31, 1995, 1994,
1993, 1992, 1991, 1990, 1989 and the period ended December 31, 1988, would have
been 2.58%, 1.26%, 1.20%, 1.26%, 1.66%, 1.40%, 1.44%, respectively.
(2) Annualized.
(3) Total returns for periods of less than one year are not annualized.
(4) Sales load is not reflected in total return.

7
<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Fund is to provide capital appreciation
and current income. The Fund intends, under normal market conditions, to invest
primarily in convertible securities, that is, securities including bonds,
debentures, notes or preferred stock that are convertible into common stock, or
warrants that provide the owner the right to purchase shares of common stock at
a specified price. Convertible securities are initially selected from a universe
of approximately 200 securities which are then assessed by HIM on the basis of
strict fundamentalfactors. The Portfolio Management Agent ultimately constructs
a portfolio of 25 to 100 convertible securities. The Portfolio Management Agent
purchases securities in an effort to establish the proper mix of convertible
securities which are positioned to benefit from yield discrepancies, variations
in the creditworthiness of issuers, and changes in economic conditions and the
outlook for particular companies. The Fund also seeks to diversify among issuers
in a manner that will enable the Fund to minimize the volatility of the Fund's
net asset value in erratic or declining markets.

The Fund seeks to provide
capital appreciation
and current income.

Under normal market conditions, the Fund will invest without limitation
in convertible securities of U.S. corporations and in Eurodollar securities
convertible into common stocks of U.S. corporations which securities are rated
"B" or better by Standard & Poor's Corporation ("S&P"), "B" ("b" in the case of
preferred stocks) or better by Moody's Investors Service, Inc. ("Moody's") or
the equivalent rating from another nationally recognized statistical rating
organization at the time of purchase, or, if not rated, considered by the
Portfolio Management Agent to be of comparable quality, except that investment
in securities rated "B-" by S&P or Moody's will be limited to 15% of its total
assets. Up to 5% of the Fund's total assets may be invested in convertible
securities that are rated "CCC" by S&P or "Caa" by Moody's at the time of
purchase. Securities that are rated "BB" or below by S&P or "Ba" or below by
Moody's are "high yield securities", commonly known as junk bonds. By their
nature, convertible securities may be more volatile in price than higher rated
debt obligations.

The Fund may also invest up to 35% of its total assets in "synthetic
convertibles" created by combining separate securities that possess the two
principal characteristics of a true convertible security, i.e., fixed income and
the right to acquire equity securities. In addition, the Fund may invest: up to
15% of its total assets in convertible securities offered in "private
placements" and other illiquid securities; up to 15% of its total assets in
common stocks; and up to 5% of its net assets in warrants. The Fund may purchase
and sell index and interest rate futures contracts and covered put and call
options on securities and on indices.

8
<PAGE>

In periods of unusual market conditions, when the Portfolio Management
Agent believes that convertible securities would not best serve the Fund's
objectives, the Fund may for defensive purposes invest part or all of its total
assets in: (a) Government Securities; (b) non-convertible debt obligations of
domestic corporations, including bonds, debentures, notes or preferred stock
rated "BBB" or better by S&P or "Baa" or better by Moody's at the time of
purchase, which ordinarily are less volatile in price than convertible
securities and serve to increase diversification of risk; and (c) short-term
money market instruments, including U.S. Government, bank and commercial
obligations with remaining maturities of thirteen months or less. During such
periods, the Fund will continue to seek current income but will put less
emphasis on capital appreciation.

RISK FACTORS AND OTHER CONSIDERATIONS RELATING TO LOW-
RATED AND
COMPARABLE UNRATED SECURITIES. Low-rated and comparable unrated securities (a)
will likely have some quality and protective characteristics that, in the
judgment of the rating organization, are outweighed by large uncertainties or
major risk exposures to adverse conditions and (b) are predominantly speculative
with respect to the issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligation.

The market values of low-rated and comparable unrated securities are
less sensitive to interest rate changes but more sensitive to economic changes
or individual corporate developments than those of higher-rated securities; they
present a higher degree of credit risk and their yields will fluctuate over
time. During economic downturns or sustained periods of rising interest rates,
the ability of highly leveraged issuers to service debt obligations may be
impaired.

The existence of limited or no established trading markets for
low-rated and comparable unrated securities may result in thin trading of such
securities, diminish the Fund's ability to dispose of such securities or to
obtain accurate market quotations for valuing such securities and calculating
net asset value. The responsibility of the Company's Board of Directors to value
such securities becomes more difficult and judgment plays a greater role in
valuation because there is less reliable objective data available. In addition,
adverse publicity and investor perceptions may decrease the values and liquidity
of low-rated and comparable unrated securities bonds, especially in a thinly
traded market.

9
<PAGE>

ratings as a criterion for the selection of securities for the Fund, it also
relies on its independent analysis to evaluate potential investments for the
Fund. The Fund's achievement of its investment objective may be more dependent
on the Portfolio Management Agent's credit analysis of low-rated and unrated
securities than would be the case for a portfolio of high-rated securities.

An issue of securities held by the Fund may cease to be rated or its
rating may be reduced below the minimum required for purchase by the Fund. In
addition, it is possible that Moody's, S&P or another nationally recognized
statistical rating organization might not change their ratings in a particular
issue in a timely manner to reflect subsequent events. None of these events will
require the sale of the securities by the Fund, although the Portfolio
Management Agent will consider these events in determining whether the Fund
should continue to hold the securities. To the extent that the ratings given by
such rating organization for securities may change as a result of changes in the
ratings systems or due to corporate reorganization of such rating organization,
the Fund will attempt to use comparable ratings as standards for its investments
in accordance with the investment objectives and policies of the Fund. The
ratings of Moody's and S&P are more fully described in the Statement of
Additional Information.

The average distribution of investments (at market value) by the Fund
in portfolio securities, including corporate bonds and commercial paper by
ratings for the year ended December 31, 1995 was as follows: AA, 0%; A, 11.7%;
BBB/Baa, 39.9%; BB/Ba, 27.4%; B, 15.6%.

----------------------------

Portfolio securities of the Fund are kept under continuing supervision
and changes may be made whenever, in the opinion of the Portfolio Management
Agent, a security no longer seems to meet the objective of the Fund. Portfolio
changes also may be made to increase or decrease investments in anticipation of
changes in security prices in general or to provide funds required for
redemptions, distributions to shareholders or other corporate purposes. Neither
the length of time a security has been held nor the rate of turnover of the
Fund's portfolio is considered a limiting factor on such changes.

-----------

The Fund may purchase debt obligations that are not rated if, in the
opinion of the Portfolio Management Agent, they are of investment quality at
least comparable to other rated investments that are permitted by the Fund.
After purchase by the Fund, a security may cease to be rated or its rating may
be reduced below the minimum required for purchase by the Fund. Neither event
will require the Fund to sell such security unless the amount of such security
exceeds permissible limits. However, the Portfolio Management Agent

10
<PAGE>

will reassess promptly whether the security presents minimal credit risks and
determine whether continuing to hold the security is in the best interests of
the Fund.

INVESTMENT STRATEGIES

CONVERTIBLE SECURITIES. The Fund may invest in convertible securities.
Appropriate ratings for the convertible securities purchased by the Fund are
provided under "Investment Objective and Policies." Because convertible
securities have the characteristics of both fixed-income securities and common
stock, they sometimes are called "hybrid" securities. Convertible bonds,
debentures and notes are debt obligations offering a stated interest rate;
convertible preferred stocks are senior securities offering a stated dividend
rate. Convertible securities will at time be priced in the market like other
fixed income securities: that is, their prices will tend to rise when interest
rates decline and will tend to fall when interest rates rise. However, because a
convertible security provides an option to the holder to exchange the security
for either a specified number of the issuer's common shares at a stated price
per share or the cash value of such common shares, the security's market price
will tend to fluctuate in relation to the price of the common shares into which
it is convertible. Thus, convertible securities ordinarily will provide
opportunities for both producing current income and longer term capital
appreciation. Because convertible securities are usually viewed by the issuer as
future common stock, they are generally subordinated to other senior securities
and therefore are rated one category lower than the issuer's non-convertible
debt obligations or preferred stock.

FLOATING AND VARIABLE RATE INSTRUMENTS. The Fund may
purchase
instruments having a floating or variable rate of interest. These obligations
bear interest at rates that are not fixed, but vary with changes in specified
market rates or indices, such as the prime rate, or at specified intervals.
Certain of these obligations may carry a demand feature that would permit the
holder to tender them back to the issuer at par value prior to maturity. Each
Fund will limit its purchases of floating and variable rate obligations to those
of the same quality as it otherwise is allowed to purchase.

FOREIGN SECURITIES. The Fund may invest in dollar-denominated
Eurodollar securities convertible into the common stock of domestic
corporations. Investments in foreign securities involve certain considerations
that are not typically associated with investing in domestic securities. For
example, investments in foreign securities typically involve higher transaction

11
<PAGE>

costs than investments in U.S. securities. Foreign investments may have risks
associated with currency exchange rates, political instability, less complete
financial information about the issuers and less market liquidity. Future
political and economic developments, possible imposition of withholding taxes on
income, seizure or nationalization of foreign holdings, establishment of
exchange controls or the adoption of other governmental restrictions might
adversely affect the payment of principal and interest on foreign obligations.
In addition, foreign banks and foreign branches of domestic banks may be subject
to less stringent reserve requirements and to different accounting, auditing and
recordkeeping requirements than domestic banks.

GOVERNMENT SECURITIES. Government Securities consist of obligations
issued or guaranteed by the U.S. Government, its agencies, instrumentalities or
sponsored enterprises.

ILLIQUID SECURITIES. The Fund may invest up to 10% of the value of its
net assets in securities that are considered illiquid. Repurchase agreements and
time deposits that do not provide for payment to the Fund within seven days
after notice or which have a term greater than seven days are deemed illiquid
securities for this purpose, unless such securities are variable amount master
demand notes with maturities of nine months or less or unless the Portfolio
Management Agent or Investment Adviser has determined under the supervision and
direction of the Company's Board of Directors that an adequate trading market
exists for such securities or that market quotations are readily available.

The Fund may also purchase Rule 144A securities sold to institutional
investors without registration under the Securities Act of 1933 and commercial
paper issued in reliance upon the exemption in Section 4(2) of the Securities
Act of 1933. These securities may be determined to be liquid in accordance with
guidelines established by the Portfolio Management Agent or Investment Adviser
and approved by the Company's Board of Directors. The Board of Directors will
monitor the Portfolio Management Agent's or Investment Adviser's implementation
of these guidelines on a periodic basis.

OPTIONS. The Fund may invest in covered put and covered call options
and may write covered put and covered call options on securities in which they
may invest directly and that are traded on registered domestic security
exchanges or over-the-counter.

See "Investment Strategies" in the Statement of Additional Information.

INVERSE FLOATING RATE OBLIGATIONS. The Fund may invest in so called
"inverse floating rate obligations" or "residual interest" bonds, or other
related obligations or certificates structured to have similar features. Such
obligations generally have floating or variable interest rates that move in the
opposite direction of short-term interest rates and generally increase or
decrease in value

12
<PAGE>

in response to changes in short-term interest rates at a rate which is a
multiple (typically two) of the rate at which fixed-rate, long-term, tax-exempt
securities increase or decrease in response to such changes. As a result, such
obligations have the effect of providing investment leverage and may be more
volatile than long-term, fixed-rate, tax-exempt obligations.

INVESTMENT COMPANY SECURITIES. In connection with the management of its
daily cash positions, the Fund may invest in securities issued by investment
companies that invest from short-term, debt securities (which may include
municipal obligations that are exempt from federal income taxes) and which seek
to maintain a $1.00 net asset value per share. Securities of investment
companies may be acquired by the Fund within the limits prescribed by the
Investment Company Act of 1940, as amended (the "1940 Act"). These limit the
Fund so that: (i) not more than 5% of the value of its total assets will be
invested in the securities of any one investment company; (ii) not more than 10%
of the value of its total assets will be invested in the aggregate in securities
of investment companies as a group; and (iii) not more than 3% of the
outstanding voting stock of any one investment company will be owned by the Fund
or by the Company as a whole. As a shareholder of another investment company,
the Fund would bear, along with other shareholders, its pro rata portion of the
other investment company's expenses, including advisory fees. These expenses
would be in addition to the advisory and other expenses that the Fund bears
directly in connection with its own operations.

LETTERS OF CREDIT. Debt obligations, including municipal obligations,
certificates of participation, commercial paper and other short-term
obligations, may be backed by an irrevocable letter of credit of a bank. Only
banks that, in the opinion of the Portfolio Management Agent, are of investment
quality comparable to other permitted investments of the Fund, may be used for
letter of credit-backed investments.

LOANS OF PORTFOLIO SECURITIES. The Fund may lend to brokers, dealers
and financial institutions securities from its portfolio representing up to
one-third of the Fund's net assets. However, such loans may be made only if cash
or cash equivalent collateral, including letters of credit, marked-to-market
daily and equal to at least 100% of the current market value of the securities
loaned (including accrued interest and dividends thereon) plus the interest
payable to the Fund with respect to the loan is maintained by the borrower with
the Fund in a segregated account. In determining whether to lend a security to a
particular broker, dealer or financial institution, the Portfolio Management
Agent will consider all relevant facts and circumstances, including the
creditworthiness of the broker, dealer or financial institution. No Fund will
enter into any portfolio security lending arrangement having a duration longer
than one year. Any securities that the Fund may receive as collateral will not
become part of the Fund's portfolio at the time of the loan and, in the event of
a default by the borrower, the Fund will, if permitted by law, dispose of such
collateral except

13
<PAGE>

for such part thereof that is a security in which the Fund is permitted to
invest. During the time securities are on loan, the borrower will pay the Fund
any accrued income on those securities, and the Fund may invest the cash
collateral and earn additional income or receive an agreed upon fee from a
borrower that has delivered cash equivalent collateral. Loans of securities by
the Fund will be subject to termination at the Fund's or the borrower's option.
The Fund may pay reasonable administrative and custodial fees in connection with
a securities loan and may pay a negotiated fee to the borrower or the placing
broker. Borrowers and placing brokers may not be affiliated, directly or
indirectly, with the Company, the Investment Adviser, the Portfolio Management
Agent or the Distributor.

REPURCHASE AGREEMENTS. The Fund may purchase portfolio securities
subject to the seller's agreement to repurchase them at a mutually agreed upon
time and price, which includes an amount representing interest on the purchase
price. The Fund may enter into repurchase agreements only with respect to
obligations that could otherwise be purchased by the Fund. The seller will be
required to maintain in a segregated account for the Fund cash or cash
equivalent collateral equal to at least 100% of the repurchase price (including
accrued interest). Default or bankruptcy of the seller would expose the Fund to
possible loss because of adverse market action, delays in connection with the
disposition of the underlying obligations or expenses of enforcing its rights.

REVERSE REPURCHASE AGREEMENTS. The Fund may borrow funds for
temporary
purposes by selling portfolio securities to financial institutions such as banks
and broker/dealers and agreeing to repurchase them at a mutually specified date
and price ("reverse repurchase agreements"). Reverse repurchase agreements
involve the risk that the market value of the securities sold by the Fund may
decline below the repurchase price. The Fund would pay interest on amounts
obtained pursuant to a reverse repurchase agreement.

The Fund may not enter into a repurchase agreement or reverse
repurchase agreements if, as a result, more than 10% of the market value of the
Fund's total net assets would be invested in repurchase agreements or reverse
repurchase agreements with a maturity of more than seven days and in other
illiquid securities. The Fund will enter into repurchase agreements and reverse
repurchase agreements only with registered broker/dealers and commercial banks
that meet guidelines established by the Company's Board of Directors.

U.S. GOVERNMENT OBLIGATIONS. U.S. Government Obligations consist of
bills, notes and bonds issued by the U.S. Treasury. They are direct obligations
of the U.S. Government and differ primarily in the length of their maturities.

U.S. GOVERNMENT AGENCY AND INSTRUMENTALITY OBLIGATIONS.
Obligations of
U.S. Government agencies and instrumentalities are debt securities issued by
U.S. Government-sponsored enterprises and federal

14
<PAGE>

agencies. Some of these obligations are supported by: (a) the full faith and
credit of the U.S. Treasury (such as Government National Mortgage Association
participation certificates); (b) the limited authority of the issuer to borrow
from the U.S. Treasury (such as securities of the Federal Home Loan Bank); (c)
the authority of the U.S. Government to purchase certain obligations of the
issuer (such as securities of the Federal National Mortgage Association); or (d)
the credit of the issuer only. In the case of obligations not backed by the full
faith and credit of the U.S. Government, the investor must look principally to
the agency issuing or guaranteeing the obligation for ultimate repayment.

WARRANTS. The Fund may invest up to 5% of its net assets at the time of
purchase in warrants (other than those that have been acquired in units or
attached to other securities) on securities in which it may invest directly.
Warrants represent rights to purchase securities at a specific price valid for a
specific period of time.

WHEN-ISSUED SECURITIES. The Fund may purchase securities (including
securities issued pursuant to an initial public offering) on a when-issued
basis, in which case delivery and payment normally take place within 45 days
after the date of the commitment to purchase. The Fund will make commitments to
purchase securities on a when-issued basis only with the intention of actually
acquiring the securities, but may sell them before the settlement date, if
deemed advisable. The purchase price and the interest rate that will be received
are fixed at the time of the commitment. When-issued securities are subject to
market fluctuation and no income accrues to the purchaser prior to issuance.
Purchasing a security on a when-issued basis can involve a risk that the market
price at the time of delivery may be lower than the agreed upon purchase price.

INVESTMENT LIMITATIONS

Unless otherwise noted, the Fund's investment objective and related
policies and activities of the Fund are not fundamental and may be changed only
by the Board of Directors of the Company without the approval of shareholders,
provided that, the policy relating to investment company securities is a
fundamental investment policy. If there is a change in the Fund's investment
objective, shareholders should consider whether the Fund remains an appropriate
investment in light of their then current financial position and needs.

This section outlines
the Fund's policies that
may be changed only by
a majority vote of
shareholders.

15
<PAGE>

restriction, private activity bonds shall not be deemed municipal obligations if
the payment of principal and interest on such bonds is the ultimate
responsibility of non-governmental users) and in obligations of the U.S.
Government, its agencies or instrumentalities; (2) invest more than 5% of the
current value of its total assets in the securities of any one issuer, other
than obligations of the U.S. Government, its agencies or instrumentalities,
except that up to 25% of the value of the total assets of the Fund may be
invested without regard to this limitation; (3) purchase securities of an issuer
if, as a result, with respect to 75% of its total assets, it would own more than
10% of the voting securities of such issuer; or (4) borrow from banks, except
that the Fund may borrow up to 10% of the current value of its total assets for
temporary purposes only in order to meet redemptions, and these borrowings may
be secured by the pledge of up to 10% of the current value of the Fund's net
assets (but investments may not be purchased while borrowings are in excess of
5%). It is also a fundamental policy that the Fund may make loans of portfolio
securities. In addition, it is a fundamental policy that the Fund may only
invest up to 10% of the current value of its net assets in repurchase agreements
having maturities of more than seven days, variable amount master demand notes
having notice periods of more than seven days, fixed time deposits subject to
withdrawal penalties having maturities of more than seven days, and securities
that are not readily marketable. Although not a matter of fundamental policy,
the Fund considers the securities of foreign governments to be a separate
industry for purposes of the 25% asset limitation on investments in the
securities of issuers conducting their principal business activity in the same
industry.

MANAGEMENT

The Board of Directors has overall responsibility for the conduct of
the affairs of the Fund and Company. Each individual listed below is a member of
the Company's Board of Directors. The principal occupation of each individual is
also listed below.

BOARD OF DIRECTORS

Edgar R. Fiedler Vice President and Economic Counsellor, The
Conference Board.

C. Gary Gerst Chairman of the Board of Directors and Trustees;
Chairman Emeritus, La Salle Partners, Ltd. (Real
Estate Developer and Manager).

John W. McCarter, Jr. Senior Vice President, Boozo Allen & Hamilton,
Inc. (Consulting Firm); Director of W.W. Grainger,
Inc. and A.M. Castle, Inc.

16
<PAGE>

Ernest M. Roth Consultant; Retired Senior Vice President and Chief
Financial Officer, Commonwealth Edison Company.

INVESTMENT ADVISER

The Fund has entered into an Advisory Contract with Harris Trust.
Harris Trust, located at 111 West Monroe Street, Chicago, Illinois, is the
successor to the investment banking firm of N.W. Harris & Co. that was organized
in 1882 and was incorporated in 1907 under the present name of the bank. It is
an Illinois state-chartered bank and a member of the Federal Reserve System. At
December 31, 1994, Harris Trust had assets of more than $13 billion and was the
largest of 14 banks owned by Harris Bankcorp, Inc. Harris Bankcorp, Inc. is a
wholly-owned subsidiary of Bankmont Financial Corp., which is a wholly-owned
subsidiary of Bank of Montreal, a publicly traded Canadian banking institution.

This section high-
lights the
experience, services
offered, and
compensation of the
Fund's Adviser.

As of December 31, 1994, Harris Trust managed more than $8 billion in
personal trust assets, and acted as custodian of more than $151 billion in
assets.

With respect to the Fund, the Advisory Contract provides that Harris
Trust is responsible for the supervision and oversight of the Portfolio
Management Agent's performance (as discussed below).

For all its services under the Advisory Contract with the Fund, Harris
Trust is entitled to receive a monthly advisory fees at the annual rate of
0.70%, of the average daily net assets of the Fund. For the fiscal year ended
December 31, 1995, Harris Trust waived all of its advisory fees. Harris Trust
expects to waive all of its advisory fees for the current fiscal year. However,
Harris Trust may discontinue such fee waiver at any time in its sole discretion.

PORTFOLIO MANAGEMENT AGENT

Harris Trust has entered into a Portfolio Management Contract with
Harris Investment Management, Inc. ("HIM" or the "Portfolio Management Agent")
under which HIM undertakes to furnish investment guidance and policy direction
in connection with the daily portfolio management of the Fund. For the services
provided by HIM, Harris Trust will pay to HIM the advisory fees it receives from
the Fund. As of June 30, 1995, HIM managed an estimated $13.8 billion in assets.

Purchase and sale orders of the securities held by the Fund may be
combined with those of other accounts that HIM manages, and for which it has
brokerage placement authority, in the interest of seeking the most favorable
overall net results. When HIM determines that a particular security should be
bought or sold for the Fund and other accounts managed by HIM, HIM undertakes to
allocate those transactions among the participants equitably.

17
<PAGE>

PORTFOLIO MANAGEMENT

The organizational arrangements of the Investment Adviser and the
Portfolio Management Agent require that all investment decisions be made by a
committee and no one person is responsible for making recommendations to that
committee.

GLASS-STEAGALL ACT

The Glass-Steagall Act, among other things, generally prohibits
federally chartered or supervised banks from engaging to any extent in the
business of issuing, underwriting, selling or distributing securities, although
subsidiaries of bank holding companies such as Harris Trust and HIM are
permitted to purchase and sell securities upon the order and for the account of
their customers.

It is the position of Harris Trust and HIM that they may perform the
services contemplated by the Advisory Contract, the Portfolio Management
Contract and this Prospectus without violation of the Glass-Steagall Act or
other applicable federal banking laws or regulations. It is noted, however, that
there are no controlling judicial or administrative interpretations or decisions
and that future judicial or administrative interpretations of, or decisions
relating to, present federal statutes and regulations relating to the
permissible activities of banks and their subsidiaries or affiliates, as well as
future changes in federal statutes or regulations and judicial or administrative
decisions or interpretations thereof, could prevent Harris Trust or HIM from
continuing to perform, in whole or in part, such services. If Harris Trust or
HIM were prohibited from performing any of such services, it is expected that
the Board of Directors of the Company would recommend to the Fund's shareholders
that they approve new agreements with another entity or entities qualified to
perform such services and selected by the Board of Directors.

To the extent permitted by the Commission, the Fund may pay brokerage
commissions to certain affiliated persons. No such commission payments were made
during the last fiscal year by the Fund.

18
<PAGE>

ADMINISTRATORS, CUSTODIAN AND TRANSFER AGENT

First Data Investor Services Group, Inc. (formerly known as The
Shareholder Services Group, Inc.) ("First Data" or the "Administrator") and PFPC
Inc. ("PFPC" or the "Administrator and Accounting Services Agent")
(collectively, the "Administrators") serve as the administrators of the Fund. In
such capacity, the Administrators generally assist the Fund in all aspects of
their administration and operation. PFPC also serves as the transfer and
dividend disbursing agent of the Funds (the "Transfer Agent").

These service
providers are
responsible for
maintaining the
books and records
of the Fund, hand-
ling compliance and
regulatory issues,
processing buy/sell
orders, customer
service and the
safekeeping of
securities.

PNC Bank, N.A. (the "Custodian") serves as custodian of the assets of
the Fund. PFPC and the Custodian are indirect, wholly-owned subsidiaries of PNC
Bank Corp.

As compensation for their services, the Administrators, the Custodian,
and the Transfer Agent are entitled to receive a combined fee based on the
aggregate average daily net assets of the Fund and certain other investment
portfolios managed by the Investment Adviser and Portfolio Management Agent,
payable monthly at an annual rate of .17% of the first $300 million of average
daily net assets; 15% of the next $300 million; and .13% of average net assets
in excess of $600 million. In addition, a separate fee is charged by PFPC for
certain retail transfer agent services and for various custody transactional
charges.

DISTRIBUTOR

Funds Distributor, Inc. (the "Distributor") has entered into a
Distribution Agreement with the Company pursuant to which it has the
responsibility for distributing shares of the Fund. The Distributor bears the
cost of printing and mailing prospectuses to potential investors and any
advertising expenses incurred by it in connection with the distribution of the
Fund, subject to the terms of the Service Plan described below, pursuant to
contractual arrangements between the Company and the Distributor and approved by
the Board of Directors of the Company.

The Distributor under-
writes the Fund's
shares which are
then available
for purchase or
redemption.

See "Management" and "Custodian" in the Statement of Additional
Information for additional information regarding the Fund's Investment Adviser,
Portfolio Management Agent, Administrators, Custodian, Transfer Agent and
Distributor.

EXPENSES

Except for certain expenses borne by the Distributor, Harris Trust and
HIM, the Company each bears all costs of its operations, including the
compensation of its Directors who are not affiliated with Harris Trust, HIM or

19
<PAGE>

the Distributor or any of their affiliates; advisory and administration fees;
payments pursuant to the Service Plan; interest charges; taxes; fees and
expenses of its independent accountants, legal counsel, transfer agent and
dividend disbursing agent; expenses of preparing and printing prospectuses
(except the expense of printing and mailing prospectuses used for promotional
purposes, unless otherwise payable pursuant to the Service Plan), shareholders'
reports, notices, proxy statements and reports to regulatory agencies; insurance
premiums and certain expenses relating to insurance coverage; trade association
membership dues; brokerage and other expenses connected with the execution of
portfolio securities transactions; fees and expenses of the Fund's custodian
including those for keeping books and accounts and calculating the net asset
value per share of the Fund; expenses of shareholders' meetings and meetings of
Board of Directors; expenses relating to the issuance, registration and
qualification of shares of the Fund; pricing services; organizational expenses;
and any extraordinary expenses. Expenses attributable to the Fund are charged
against the assets of the Fund. Other general expenses of the Company are
allocated among the investment portfolios of the Company in an equitable manner
as determined by the Board of Directors.

DETERMINATION OF NET ASSET VALUE

Net asset value per share for the Fund is determined on each day that
the New York Stock Exchange ("NYSE") and the Federal Reserve Bank of
Philadelphia (the "Fed") are open for trading. For a list of the days on which
the net asset value will not be determined, see "Determination of Net Asset
Value" in the Statement of Additional Information. The net asset value per share
of the Fund is determined by dividing the value of the total assets of the Fund
less all of its liabilities by the total number of outstanding shares of the
Fund.

The Net Asset Value
(NAV) is the price or
value of one share of
the Fund.

The net asset value per share of the Fund is determined at the close of
regular trading on the NYSE on each day the Fund is open for business. The value
of securities of the Fund (other than bonds and debt obligations maturing in 60
days or less) is determined based on the last sale price on the principal
exchange on which the securities are traded as of the close of regular trading
on the NYSE (which is currently 4:00 P.M., New York City time). In the absence
of any sale on the valuation date, the securities are valued at the closing bid
price. Securities traded only on over-the-counter markets are valued at closing
over-the-counter bid prices. Bonds are valued at the mean of the last bid and
asked prices. Portfolio securities which are primarily traded on foreign
securities exchanges are generally valued at the preceding closing values of
such securities on their respective exchanges, except when an occurrence
subsequent to the time a value was so established is likely to have changed such
value. In such an event as well as in those instances where prices of securities
are not readily available, the fair value of those securities will be determined
in good faith by or under the direction of the Board of Directors. Prices used
for

20
<PAGE>

valuations of securities are provided by independent pricing services. Debt
obligations with remaining maturities of 60 days or less are valued at amortized
cost when the Company's Board of Directors has determined that amortized cost
valuation represents fair value.

PURCHASE OF SHARES

Shares of the Fund may be purchased through authorized broker/dealers,
financial institutions and service agents ("Institutions") on any day the NYSE
and the Fed are open for business. Individual investors will purchase all shares
directly through Institutions which will transmit purchase orders directly to
the Distributor. Institutions are responsible for the prompt transmission of
purchase, exchange or redemption orders, and may independently establish and
charge additional fees to their customers for such services, which would reduce
the customers' yield or return. No minimum initial or subsequent investment
limitations have been imposed. Each Institution through which shares may be
purchased may establish its own terms with respect to the requirement of a
minimum initial investment and minimum subsequent investments.

Contact your broker,
financial institution
or service agent for
answers to any questions
you may have about
purchasing shares.

The Company reserves the right to reject any purchase order. All funds,
net of sales charge, if any, will be invested in full and fractional shares.
Checks will be accepted for the purchase of the Fund's shares subject to
collection at full face value in U.S. dollars. Inquiries may be directed to the
Fund at the address and telephone number on the cover of this Prospectus.

Purchase orders for shares of the Fund received in good order by the
Distributor prior to the close of regular trading (4:00 P.M., New York City
time) on the NYSE will be executed at the offering price, which includes a sales
charge, next determined on that day. Orders placed directly with the Distributor
must be paid for by check or bank wire on the next business day. Payment for the
shares purchased through an Institution will not be due until settlement date,
normally three business days after the order has been executed.

When shares of the Fund are purchased through an Institution, the
Distributor reallows a portion of the sales charge. No sales charge will be
assessed on the reinvestment of distributions.

Although shares of the
Fund are sold with a sales
load of up to 4.50%,
there are a number of
ways to reduce the
sales load.

21
<PAGE>

Sales charges for shares of the Fund are as follows:

<TABLE>
<CAPTION>
SALES SALES CHARGE AS % OF DEALER
ALLOWANCE AS
AMOUNT OF PURCHASE CHARGE NET AMOUNT
INVESTED % OF OFFERING PRICE
------------------ ------ ------------------- -------------------
<S> <C> <C> <C>
Less than $100,000 4.50% 4.71% 4.25%
$100,000 up to (but less than) $200,000 4.00 4.17 3.75
$200,000 up to (but less than) $400,000 3.50 3.63 3.25
$400,000 up to (but less than) $600,000 2.50 2.56 2.25
$600,000 up to (but less than) $800,000 2.00 2.04 1.75
$800,000 up to (but less than) $1,000,000 1.00 1.01 0.75
$1,000,000 and over .00 .00 .00
</TABLE>

No sales charge will be assessed on purchases by (a) any bank, trust
company, or other institution acting on behalf of its fiduciary customer
accounts or any other trust account (including a pension, profit-sharing or
other employee benefit trust created pursuant to a plan qualified under Section
401 of the Internal Revenue Code of 1986, as amended (the "Code")); (b)
individuals with an investment account or relationship with HIM; (c) directors
and officers of the Company; (d) directors, current and retired employees of
Harris Bankcorp, Inc. or any of its affiliates and the immediate family members
of such individuals (spouses and children under 21); (e) brokers, dealers, and
agents who have a sales agreement with the Distributor, and their employees (and
the immediate family members of such individuals); (f) financial institutions,
financial planners, employee benefit plan consultants or registered investment
advisers acting for the accounts of their clients (g) customers of Harris Trust
and its affiliate banks.

The Right of Accumulation allows an investor to combine the amount
being invested in shares of the Fund, Class A Shares of the non-money market
funds of the Harris Insight Funds Trust and the Company with the total net asset
value of the Fund's shares and Class A Shares of such funds currently being
purchased or already owned to determine reduced sales charges in accordance with
the above sales charge schedule. To obtain such discount, the purchaser must
provide sufficient information at the time of purchase to permit verification
that the purchase qualifies for the reduced sales charge, and confirmation of
the order is subject to such verification. The Right of Accumulation may be
modified or discontinued at any time by the Fund with respect to all shares
purchased thereafter.

22
<PAGE>

A Letter of Intent allows an investor to purchase shares of the Fund
and Class A Shares of the non-money market funds of the Harris Insight Funds
Trust and the Company over a 13-month period at reduced sales charges based on
the total amount intended to be purchased plus the total net asset value of the
Fund's shares and Class A Shares of such funds already owned pursuant to the
terms of the letter. Each investment made during the period receives the reduced
sales charge applicable to the total amount of the intended investment. If such
amount is not invested within the period, the investor must pay the difference
between the sales charges applicable to the purchases made and the charges
previously paid.

REDEMPTION OF SHARES

Shares may be redeemed at their next determined net asset value after
receipt of a proper request by the Distributor directly or through any
Institution.

There is no charge for redemption transactions, but an Institution may
charge an account-based service fee. Redemption orders received by an
Institution before the close of the NYSE with respect to shares of the Fund and
received by the Distributor before the close of business on the same day will be
executed at the Fund's net asset value per share next determined on that day.
Redemption orders received by an Institution after the close of the NYSE, or not
received by the Distributor prior to the close of business, will be executed at
the Fund's net asset value next determined on the next business day.

There is no charge
by the Fund for
redemptions, although
Institutions may
charge an account-
based service fee.

Redemption orders for the Fund that are received in good order by 4:00
P.M. (New York City time) will normally be remitted within five business days
but not more than seven days. In the case of a redemption request made shortly
after a recent purchase, the redemption proceeds will be distributed upon the
clearance of the shareholder's check used to purchase the Fund's shares which
may take up to 15 days or more after the investment. The proceeds may be more or
less than cost and, therefore, a redemption may result in a gain or loss for
federal income tax purposes. Payment of redemption proceeds may be made in
readily marketable securities.

REDEMPTION THROUGH INSTITUTIONS

23
<PAGE>

Because of the high cost of maintaining small accounts, the Company
with reserves the right to involuntarily redeem accounts on behalf of
shareholders whose share balances fall below $500 unless this balance condition
results from a decline in the market value of the Fund's assets. Prior to such a
redemption, a shareholder will be notified in writing and permitted 30 days to
make additional investments to raise the account balance to the specified
minimum.

EXCHANGE PRIVILEGE

Shares of the Fund that have been held for seven days or more may be
exchanged for Class A Shares of any other fund of the Company or the Harris
Insight Funds Trust in an identically registered account, provided the shares of
the fund to be acquired are registered for sale in the shareholder's state of
residence, on the following terms: Shares of the Fund and Class A Shares of
non-money market funds of the Harris Insight Funds Trust and the Company may be
exchanged for shares of one another and for Class A Shares of each of the money
market funds of the Company, all at respective net asset values. In addition,
shares of a fund that have been exchanged pursuant to these privileges may be
re-exchanged at respective net asset values of the class of shares of the fund
in which they were originally invested upon notification.

Once you have held
shares for 7 days or more,
you can exchange these
shares for other eligible
Harris Insight
Fund Shares.

Procedures applicable to redemption of the Fund's shares are also
applicable to exchanging shares. The Company reserves the right to limit the
number of times shares may be exchanged, to reject any telephone exchange order
or otherwise to modify or discontinue exchange privileges at any time upon 60
days written notice. A capital gain or loss for tax purposes may be realized
upon an exchange, depending upon the cost or other basis of shares redeemed.

SERVICE PLAN

Under the Fund's Service Plan, the Fund bears the costs and expenses in
connection with advertising and marketing its shares and pays the fees of
financial institutions (which may include banks), securities dealers and other
industry professionals, such as investment advisers, accountants and estate
planning firms (collectively, "Service Agents") for servicing activities, as
described below, at a rate up to 0.25% per annum of the average daily net asset
value of the Fund's shares. However, Harris Trust or HIM, in lieu of the Fund,
from time to time in its sole discretion, may volunteer to bear the costs of
such fees to certain Service Agents. The Administrators and the Distributor may
act as Service Agents and receive fees under the Service Plan.

The Service Plan for the
Fund allow the Fund
to pay Service Agents
for certain servicing
activities provided
to their customers.

In addition to the fees paid by the Fund, the Fund may, pursuant to the
Service Plan, defray all or part of the cost of preparing and printing brochures
and other promotional materials and of delivering prospectuses and those

24
<PAGE>

materials to prospective shareholders of the Fund by paying on an annual basis
up to the greater of $100,000 or 0.05% of the net asset value of the Fund's
shares (but not in any case greater than such costs). For more information
concerning expenses pursuant to the Service Plan, see "Management."

Servicing activities provided by Service Agents to their customers
investing in the Fund may include, among other things, one or more of the
following: establishing and maintaining shareholder accounts and records;
processing purchase and redemption transactions; answering customer inquiries
regarding the Fund; assisting customers in changing dividend options, account
designations and addresses; performing sub-accounting; investing customer cash
account balances automatically in Fund shares; providing periodic statements
showing a customer's account balance and integrating such statements with those
of other transactions and balances in the customer's other accounts serviced by
the Service Agent; arranging for bank wires, distribution and such other
services as the Fund may request, to the extent the Service Agent is permitted
to do so by applicable statute, rule or regulation.

DIVIDENDS AND DISTRIBUTIONS

Dividends from net investment income of the Fund will be declared and
paid quarterly. The Fund's net taxable capital gains, if any, will be
distributed at least annually (to the extent required to avoid imposition of the
4% excise tax described below). Dividends and distributions paid by the Fund
will be invested in additional shares of the Fund at net asset value and
credited to the shareholder's account on the payment date or, at the
shareholder's election, paid in cash. Dividend checks and Statements of Account
will be mailed approximately two business days after the payment date. The Fund
will forward to the Transfer Agent the monies for dividends to be paid in cash
on the payment date.

The Fund declares
and pays dividends
quarterly.

FEDERAL INCOME TAXES

The Fund (and each of the other investment portfolios of the Company)
will be treated as a separate entity for tax purposes and thus the provisions of
the Internal Revenue Code (the "Code") generally will be applied to the Fund
separately, rather than to the Company as a whole. As a result, net capital
gains, net investment income, and operating expenses will be determined
separately for the Fund. The Company intends to qualify the Fund as a regulated
investment company under Subchapter M of the Code. As a portfolio of a regulated
investment company, the Fund will not be subject to federal income taxes with
respect to net investment income and net capital gains distributed to its
shareholders, as long as it distributes 90% or more of its net investment income
(including net short-term capital gains) each year.

25
<PAGE>

Distributions of net long-term capital gains, if any, will be taxable
as long-term capital gains, whether received in cash or reinvested in additional
shares, regardless of how long the shareholder has held the shares, and will not
qualify for the dividends-received deductions.

A taxable gain or loss may also be realized by a holder of shares in
the Fund upon the redemption or transfer of shares depending on the tax basis of
the shares and their price at the time of the transaction. Any loss realized on
a sale or exchange of shares of the Fund will be disallowed to the extent shares
are acquired within the 61-day period beginning 30 days before and ending 30
days after disposition of the shares.

The Company will be required to withhold, subject to certain
exemptions, a portion (currently, 31%) from dividends paid or credited to
individual shareholders and from redemption proceeds, if a correct taxpayer
identification number, certified when required, is not on file with the Company
or Transfer Agent.

ACCOUNT SERVICES

Shareholders receive a Statement of Account whenever a share
transaction, dividend or capital gain distribution is effected in the accounts,
or at least annually. Shareholders an write or call the Company at the address
and telephone number on page one of this Prospectus with any questions relating
to their investment in shares of the Fund.

ORGANIZATION AND CAPITAL STOCK

The Company, which was incorporated in Maryland on September 16, 1987,
is a diversified, open-end management investment company. The authorized capital
stock of the Company consists of 10,000,000,000 shares having a par value of
$.001 per share. Currently, the Company has six portfolios in operation. The
Board has authorized the Intermediate Bond Fund to issue one class of shares. In
the future, the Board of Directors of the Company may authorize the issuance of
shares of additional investment portfolios and additional classes of shares of
any portfolio.

All shares of the Company have equal voting rights and the shares of
each will be voted in the aggregate, and not by class, except where voting by
class is required by law or where the matter involved affects only one class. A
more detailed statement of the voting rights of shareholders is contained in the
Statement of Additional Information. All shares of the Company, when issued,
will be fully paid and non-assessable.

26
<PAGE>

As of January 31, 1996, Harris Trust held of record 35,249 shares,
equal to 29.47% of the outstanding shares of the Fund. Harris Trust has
indicated that it holds its shares on behalf of various client accounts and not
as beneficial owner.

The Company may dispense with annual meetings of shareholders in any
year in which Directors are not required to be elected by shareholders. The
Board of Directors of the Company, when requested by at least 10% of the
Company's outstanding shares, will call a meeting of shareholders for the
purpose of voting upon the question of removal of a Director or Directors and
will assist in communications with other shareholders as required by Section
16(c) of the 1940 Act.

REPORTS TO SHAREHOLDERS

The fiscal year of the Company ends on December 31. The Company will
send to its shareholders a semi-annual report showing the investments held by
the Fund and other information (including unaudited financial statements)
pertaining to the Company. An annual report, containing financial statements
audited by independent accountants, is also sent to shareholders.

CALCULATION OF YIELD AND TOTAL RETURN

From time to time the Fund may advertise its yield, tax-equivalent
yield and "total return." "Total return" refers to the amount an investment in
shares of the Fund would have earned, including any increase or decrease in net
asset value, over a specified period of time and assumes the payment of the
maximum sales load and the reinvestment of all dividends and distributions. The
total return of the Fund shows what an investment in shares of the Fund would
have earned over a specified period of time (such as one, five or ten years or
the period of time since commencement of operations, if shorter) assuming the
payment of the maximum sales loads when the investment was first made and that
all distributions and dividends by the Fund were reinvested on their
reinvestment dates during the period less all recurring fees. When the Fund
compares its total return to that of other mutual funds or relevant indices, its
total return may also be computed without reflecting the sales load so long as
the sales load is stated separately in connection with the comparison.

The yield of the Fund refers to the income generated by an investment
in shares of the Fund over a 30-day period (which period will be stated in the
advertisement). This income is then "annualized." That is, the amount of income
generated by the investment during the 30-day period is assumed to be earned and
reinvested at a constant rate and compounded semi-annually. The annualized
income is then shown as a percentage of the investment.

27
<PAGE>

The Fund's performance figures for a class of shares represent past
performance, will fluctuate and should not be considered as representative of
future results. The yield of any investment is generally a function of portfolio
quality and maturity, type of instrument and operating expenses.

28
<PAGE>

INVESTMENT ADVISER DISTRIBUTOR
Harris Trust & Savings Bank Funds Distributor, Inc.
111 West Monroe Street One Exchange Place
Chicago, Illinois 60603 Boston, Massachusetts 02109

PORTFOLIO MANAGEMENT AGENT CUSTODIAN
Harris Investment Management, Inc. PNC Bank, N.A.
190 South LaSalle Street Broad and Chestnut Streets
Chicago, Illinois 60603 Philadelphia, Pennsylvania 19101

ADMINISTRATORS TRANSFER AGENT AND
First Data Investor Services Group, Inc. DIVIDEND DISBURSING AGENT
53 State Street PFPC Inc.
Boston, Massachusetts 02109 P.O. Box 8950
Wilmington, Delaware 19885
PFPC Inc.
103 Bellevue Parkway INDEPENDENT ACCOUNTANTS
Wilmington, Delaware 19809 Price Waterhouse LLP
Philadelphia, Pennsylvania

LEGAL COUNSEL
Bell, Boyd & Lloyd
Chicago, Illinois

HARRIS INSIGHT FUNDS
HARRIS INSIGHT CONVERTIBLE FUND

STATEMENT OF ADDITIONAL INFORMATION
One Exchange Place, Boston, Massachusetts 02109
Telephone: (800) 982-8782

The Harris Insight Convertible Fund (the "Fund") is one of six
portfolios of HT Insight Funds, Inc. (the "Company") an open-end, diversified
management investment company. The investment objective of the Fund is described
in the Prospectus.
See "Investment Objective and Policies."

This Statement of Additional Information is not a prospectus and is
authorized for distribution only when preceded or accompanied by the Fund's
Prospectus dated February 21, 1996 and any supplement thereto (the
"Prospectuses"). This Statement of Additional Information contains additional
information that should be read in conjunction with each of the Prospectuses,
additional copies of which may be obtained without charge from the Company's
distributor, Funds Distributor, Inc., by writing or calling the Fund at the
address or telephone number given above.

TABLE OF CONTENTS
<S> <C> <C>
<C>
Investment Strategies....................... 2 Capital Stock............................
20
Ratings..................................... 8 Other.................................... 21
Investment Restrictions..................... 8 Custodian................................
21
Management..................................10 Independent
Accountants.................. 22
Service Plan................................14 Experts.................................. 22
Calculation of Yield and Financial Statements.....................
23
Total Return..............................15 Appendix.................................
A-1
Determination of Net
Asset Value ..............................16
Portfolio Transactions......................17
Federal Income Taxes........................19

</TABLE>
<PAGE>

INVESTMENT STRATEGIES

CONVERTIBLE SECURITIES. Because they have the characteristics of both
fixed-income securities and common stock, convertible securities sometimes are
called "hybrid" securities. Convertible bonds, debentures and notes are debt
obligations offering a stated interest rate; convertible preferred stocks are
senior securities offering a stated dividend rate. Convertible securities will
at times be priced in the market like other fixed income securities: that is,
their prices will tend to rise when interest rates decline and will tend to fall
when interest rates rise. However, because a convertible security provides an
option to the holder to exchange the security for either a specified number of
the issuer's common shares at a stated price per share or the cash value of such
common shares, the security market price will tend to fluctuate in relationship
to the price of the common shares into which it is convertible. Thus,
convertible securities ordinarily will provide opportunities both for producing
current income and longer-term capital appreciation. Because convertible
securities are usually viewed by the issuer as future common stock, they are
generally subordinated to other senior securities and therefore are rated one
category lower than the issuer's non-convertible debt obligations or preferred
stock. Securities rated "B" or "CCC" (or "Caa") are regarded as having
predominantly speculative characteristics with respect to the issuer's capacity
to pay interest and repay principal, with "B" indicating a lesser degree of
speculation than "CCC" (or "Caa"). While such debt will likely have some quality
and protective characteristics, these are outweighed by large uncertainties or
major exposures to adverse conditions. Securities rated "CCC" (or "Caa") have a
currently identifiable vulnerability to default and are dependent upon favorable
business, financial, and economic conditions to meet timely payment of interest
and repayment of principal. In the event of adverse business, financial, or
economic conditions, they are not likely to have the capacity to pay interest
and repay principal.

While the market values of low-rated and comparable unrated securities
tend to react less to fluctuations in interest rate levels than the market
values of higher-rated securities, the market values of certain low-rated and
comparable unrated securities also tend to be more sensitive to individual
corporate developments and changes in economic conditions than higher-rated
securities. In addition, low-rated securities and comparable unrated securities
generally present a higher degree of credit risk, and yields on such securities
will fluctuate over time. Issuers of low-rated and comparable unrated securities
are often highly leveraged and may not have more traditional methods of
financing available to them so that their ability to service their debt
obligations during an economic downturn or during sustained periods of rising
interest rates may be impaired. The risk of loss due to default by such issuers
is significantly greater because low-rated and comparable unrated securities
generally are unsecured and frequently are subordinated to the prior payment of
senior indebtedness. The Fund may incur additional expenses to the extent that
it is required to seek recovery upon a default in the payment of principal or
interest on its portfolio holdings. The existence of limited markets for
low-rated and comparable unrated securities may diminish the Fund's ability to
obtain accurate market quotations for purposes of valuing such securities and
calculating its net asset value.

2
<PAGE>

Fixed-income securities, including low-rated securities and comparable
unrated securities, frequently have call or buy-back features that permit their
issuers to call or repurchase the securities from their holders, such as the
Fund. If an issuer exercises these rights during periods of declining interest
rates, the Fund may have to replace the security with a lower yielding security,
thus resulting in a decreased return to the Fund.

To the extent that there is no established retail secondary market for
low-rated and comparable unrated securities, there may be little trading of such
securities in which case the responsibility of the Company's Board of Directors,
as the case may be, to value such securities becomes more difficult and judgment
plays a greater role in valuation because there is less reliable, objective data
available. In addition, the Fund's ability to dispose of the bonds may become
more difficult. Furthermore, adverse publicity and investor perceptions, whether
or not based on fundamental analysis, may decrease the values and liquidity of
high yield bonds, especially in a thinly traded market.

The market for certain low-rated and comparable unrated securities is
relatively new and has not weathered a major economic recession. The effect that
such a recession might have on such securities is not known. Any such recession,
however, could likely disrupt severely the market for such securities and
adversely affect the value of such securities. Any such economic downturn also
could adversely affect the ability of the issuers of such securities to repay
principal and pay interest thereon and could result in a higher incidence of
defaults.

FLOATING AND VARIABLE RATE OBLIGATIONS. The Portfolio Management
Agent
will monitor, on an ongoing basis, the ability of an issuer of a Floating or
Variable Rate demand instrument to pay principal and interest on demand. The
Fund's right to obtain payment at par on a demand instrument could be affected
by events occurring between the date the Fund elects to demand payment and the
date payment is due that may affect the ability of the issuer of the instrument
to make payment when due, except when such demand instrument permits same day
settlement. To facilitate settlement, these same day demand instruments may be
held in book entry form at a bank other than the Fund's custodian subject to a
sub-custodian agreement between the bank and the Fund's custodian.

The floating and variable rate obligations that the Fund may purchase
include certificates of participation in such obligations purchased from banks.
A certificate of participation gives the Fund an undivided interest in the
underlying obligations in the proportion that the Fund's interest bears to the
total principal amount of the obligation. Certain certificates of participation
may carry a demand feature that would permit the holder to tender them back to
the issuer prior to maturity. The income received on certificates of
participation in tax-exempt municipal obligations constitutes interest from
tax-exempt obligations.

3
<PAGE>

markets, less securities regulation, less favorable tax provisions, war or
expropriation. As a result of its investments in foreign securities, the Fund
may receive interest or dividend payments, or the proceeds of the sale or
redemption of such securities, in the foreign currencies in which such
securities are denominated.

GOVERNMENT SECURITIES. Government Securities consist of obligations
issued or guaranteed by the U.S. Government, its agencies, instrumentalities or
sponsored enterprises. Obligations of the United States Government agencies and
instrumentalities are debt securities issued by United States
Government-sponsored enterprises and federal agencies. Some of these obligations
are supported by: (a) the full faith and credit of the United States Treasury
(such as Government National Mortgage Association participation certificates);
(b) the limited authority of the issuer to borrow from the United States
Treasury (such as securities of the Federal Home Loan Bank); (c) the
discretionary authority of the United States Government to purchase certain
obligations (such as securities of the Federal National Mortgage Association);
or (d) the credit of the issuer only. In the case of obligations not backed by
the full faith and credit of the United States, the investor must look
principally to the agency issuing or guaranteeing the obligation for ultimate
repayment. In cases where United States Government support of agencies or
instrumentalities is discretionary, no assurance can be given that the United
States Government will provide financial support, since it is not lawfully
obligated to do so.

LETTERS OF CREDIT. Debt obligations, including municipal obligations,
certificates of participation, commercial paper and other short-term
obligations, may be backed by an irrevocable letter of credit of a bank that
assumes the obligation for payment of principal and interest in the event of
default by the issuer. Only banks that, in the opinion of the Portfolio
Management Agent are of investment quality comparable to other permitted
investments of the Fund, may be used for letter of credit backed investments.

LOANS OF PORTFOLIO SECURITIES. The Fund may lend to brokers, dealers
and financial institutions securities from its portfolio representing up to
one-third of the Fund's net assets if cash or cash equivalent collateral,
including letters of credit, marked-to-market daily and equal to at least 100%
of the current market value of the securities loaned (including accrued interest
and dividends thereon) plus the interest payable to the Fund with respect to the
loan is maintained by the borrower with the Fund in a segregated account. In
determining whether to lend a security to a particular broker, dealer or
financial institution, the Portfolio Management Agent will consider all relevant
facts and circumstances, including the creditworthiness of the broker, dealer or
financial institution. The Fund will not into any portfolio security lending
arrangement having a duration of longer than one year. Any securities that the
Fund may receive as collateral will not become part of the Fund's portfolio at
the time of the loan and, in the event of a default by the borrower, the Fund
will, if permitted by law, dispose of such collateral except for such part
thereof that is a security in which the Fund is permitted to invest. During the
time securities are on loan, the borrower will pay the Fund any accrued income
on those securities, and the Fund may invest the cash collateral and earn
additional income or receive an agreed upon fee from a borrower that has
delivered cash equivalent collateral. Loans of securities by the Fund will

4
<PAGE>

be subject to termination at the Fund's or the borrower's option. The Fund may
pay reasonable administrative and custodial fees in connection with a securities
loan and may pay a negotiated fee to the borrower or the placing broker.
Borrowers and placing brokers may not be affiliated, directly or indirectly,
with the Company, the Investment Adviser, the Portfolio Management Agent or the
Distributor.

PUT AND CALL OPTIONS. The Fund may invest in covered put and covered
call options and write covered put and covered call options on securities in
which the Fund may invest directly and that are traded on registered domestic
securities exchanges. The writer of a call option, who receives a premium, has
the obligation, upon exercise of the option, to deliver the underlying security
against payment of the exercise price during the option period. The writer of a
put, who receives a premium, has the obligation to buy the underlying security,
upon exercise, at the exercise price during the option period.

The Fund may write put and call options on securities only if they are
"covered," and such options must remain "covered" as long as the Fund is
obligated as a writer. A call option is "covered" if the Fund owns the
underlying security or its equivalent covered by the call or has an absolute and
immediate right to acquire that security without additional cash consideration
(or for additional cash consideration if held in a segregated account by its
custodian) upon conversion or exchange of other securities held in its
portfolio. A call option is also covered if the Fund holds on a share-for-share
or equal principal amount basis a call on the same security as the call written
where the exercise price of the call held is equal to or less than the exercise
price of the call written or greater than the exercise price of the call written
if the difference is maintained by the Fund in cash, Treasury bills or other
high-grade short-term obligations in a segregated account with its custodian. A
put option is "covered" if the Fund maintains cash, Treasury bills, or other
high-grade short-term obligations with a value equal to the exercise price in a
segregated account with its custodian, or owns on a share-for-share or equal
principal amount basis a put on the same security as the put written where the
exercise price of the put held is equal to or greater than the exercise price of
the put written.

The principal reason for writing call options is to attempt to realize,
through the receipt of premiums, a greater current return than would be realized
on the underlying securities alone. In return for the premium, the Fund would
give up the opportunity for profit from a price increase in the underlying
security above the exercise price so long as the option remains open, but
retains the risk of loss should the price of the security decline. Upon exercise
of a call option when the market value of the security exceeds the exercise
price, the Fund would receive less total return for its portfolio than it would
have if the call had not been written, but only if the premium received for
writing the option is less than the difference between the exercise price and
the market value. Put options are purchased in an effort to protect the value of
a security owned against an anticipated decline in market value. The Fund may
forego the benefit of appreciation on securities sold or be subject to
depreciation on securities acquired pursuant to call or put options,
respectively, written by the Fund. The Fund may experience a loss if the value
of the securities remains at or below

5
<PAGE>

the exercise price, in the case of a call option, or at or above the exercise
price, in the case of a put option.

The Fund may purchase put options in an effort to protect the value of
a security owned against an anticipated decline in market value. Exercise of a
put option will generally be profitable only if the market price of the
underlying security declines sufficiently below the exercise price to offset the
premium paid and the transaction costs. If the market price of the underlying
security increases, the Fund's profit upon the sale of the security will be
reduced by the premium paid for the put option less any amount for which the put
is sold.

The staff of the Securities and Exchange Commission (the "Commission")
has taken the position that purchased options not traded on registered domestic
securities exchanges and the assets used as cover for written options not traded
on such exchanges are illiquid securities. The Company has agreed that, pending
resolution of the issue, the Fund will treat such options and assets as subject
to such Fund's limitation on investment in securities that are not readily
marketable.

Writing of options involves the risk that there will be no market in
which to effect a closing transaction. An exchange-traded option may be closed
out only on an exchange that provides a secondary market for an option of the
same series, and there is no assurance that a liquid secondary market on an
exchange will exist.

The Fund may not enter into a repurchase agreement if, as a result,
more than 10% of the market value of the Fund's total net assets would be
invested in repurchase agreements with a maturity of more than seven days and in
other illiquid securities. The Fund will enter into repurchase agreements only
with registered broker/dealers and commercial banks that meet guidelines
established by the Board of Directors.

The Fund also may enter into reverse repurchase agreements, which are
detailed in the Prospectus.

SECURITIES WITH PUTS. A put is not transferable by the Fund, although
the Fund may sell the underlying securities to a third party at any time. If
necessary and advisable, the Fund may pay for certain puts either separately, in
cash or by paying a higher price for

6
<PAGE>

portfolio securities that are acquired subject to such a put (thus reducing the
yield to maturity otherwise available for the same securities). The Fund
expects, however, that puts generally will be available without the payment of
any direct or indirect consideration.

The Fund intends to enter into puts solely to maintain liquidity and
does not intend to exercise its rights thereunder for trading purposes. The puts
will only be for periods substantially less than the life of the underlying
security. The acquisition of a put will not affect the valuation by the Fund of
the underlying security. Where the Fund pays directly or indirectly for a put,
its costs will be reflected as an unrealized loss of the period during which the
put is held by the Fund and will be reflected in realized gain or loss when the
put is exercised or expires. If the value of the underlying security increases,
the potential for unrealized or realized gain is reduced by the cost of the put.
The maturity of a municipal obligation purchased by the Fund will not be
considered shortened by any put to which the obligation is subject.

WHEN-ISSUED PURCHASES AND FORWARD COMMITMENTS (DELAYED-
DELIVERY).
When-issued purchases and forward commitments (delayed-delivery) are commitments
by the Fund to purchase or sell particular securities with payment and delivery
to occur at a future date (perhaps one or two months later). These transactions
permit the Fund to lock-in a price or yield on a security, regardless of future
changes in interest rates.

When the Fund agrees to purchase securities on a when-issued or forward
commitment basis, the Custodian will segregate on the books of the Fund the
liquid assets of the Fund. Normally, the Custodian will set aside portfolio
securities to satisfy a purchase commitment, and in such a case the Fund may be
required subsequently to place additional assets in the separate account in
order to ensure that the value of the account remains equal to the amount of the
Fund's commitments. Because the Fund's liquidity and ability to manage its
portfolio might be affected when it sets aside cash or portfolio securities to
cover such purchase commitments, the Investment Adviser expects that its
commitments to purchase when-issued securities and forward commitments will not
exceed 25% of the value of the Fund's total assets absent unusual market
conditions.

The Fund will purchase securities on a when-issued or forward
commitment basis only with the intention of completing the transaction and
actually purchasing the securities. If deemed advisable as a matter of
investment strategy, however, the Fund may dispose of or renegotiate a
commitment after it is entered into, and may sell securities it has committed to
purchase before those securities are delivered to the Fund on the settlement
date. In these cases the Fund may realize a capital gain or loss for federal
income tax purposes.

When the Fund engages in when-issued and forward commitment
transactions, it relies on the other party to consummate the trade. Failure of
such party to do so may result in the Fund's incurring a loss or missing an
opportunity to obtain a price considered to be advantageous.

7
<PAGE>

The market value of the securities underlying a when-issued purchase or
a forward commitment to purchase securities, and any subsequent fluctuations in
their market value, are taken into account when determining the market value of
the Fund starting on the day the Fund agrees to purchase the securities. The
Fund does not earn interest on the securities it has committed to purchase until
they are paid for and delivered on the settlement date.

RATINGS

After purchase by the Fund, a security may cease to be rated or its
rating may be reduced below the minimum required for purchase by the Fund.
Neither event will require the Fund to sell such security unless the amount of
such securities exceeds permissible limits established in the Prospectuses.
However, the Portfolio Management Agent will reassess promptly whether the
security presents minimal credit risks and determine whether continuing to hold
the security is in the best interests of the Fund. To the extent the ratings
given by any nationally recognized statistical rating organization may change as
a result of changes in such organizations or in their rating systems, the Fund
will attempt to use comparable ratings as standards for investments in
accordance with the investment policies contained in the Prospectuses and in
this Statement of Additional Information.

For additional information on ratings, see Appendix A to this Statement
of Additional Information.

INVESTMENT RESTRICTIONS

The Fund may not:
(1) issue senior securities or borrow money (except that the Fund may
borrow from banks up to 10% of the current value of the Fund's net assets for
temporary purposes only in order to meet redemptions, and these borrowings may
be secured by the pledge of not more than 10% of the current value of the Fund's
total assets, but investments may not be purchased by the Fund while any such
borrowing exists.

(2) pledge or mortgage its assets (except that the Fund may pledge its
assets as described in (1) above and (i) to secure letters of credit solely for
the purpose of participating in a captive insurance company sponsored by the
Investment Company Institute to provide fidelity and directors' and officers'
liability insurance or (ii) to a broker for the purpose of collateralizing
investments, such as stock index futures contracts and put options);

(3) make loans, except loans of portfolio securities and except that
the Fund may purchase or hold a portion of an issue of publicly distributed
bonds, debentures or other obligations, purchase negotiable certificates of
deposit and bankers' acceptances and enter into repurchase agreements with
respect to its portfolio securities;

(4) invest an amount in excess of 10% of the current value of the
Fund's net assets in repurchase agreements having maturities of more than seven
days, variable amount master

8
<PAGE>

demand notes having notice periods of more than seven days, fixed time deposits
that are subject to withdrawal penalties and have maturities of more than seven
days, securities that are not readily marketable and other illiquid securities
(including certain GICs and BICs);

(6) purchase securities on margin (except for short-term credits
necessary for the clearance of transactions and margin payments in connection
with transactions in stock index futures contracts) or make short sales of
securities;

(7) underwrite securities of other issuers, except to the extent that
the purchase of municipal obligations or other permitted investments directly
from the issuer thereof or from an underwriter for an issuer and the later
disposition of such securities in accordance with the Fund's investment program
may be deemed to be an underwriting;

(8) make investments for the purpose of exercising control or
management; or

(9) purchase securities of other investment companies, except
securities of certain money market funds in accordance with the Fund's
investment objectives and policies and to the extent permissible under the 1940
Act, and except in connection with a merger, consolidation, acquisition,
spin-off or reorganization.

Each of the foregoing investment restrictions is a fundamental policy
of the Fund that may be changed only when permitted by law and approved by the
holders of a majority of the Fund's outstanding voting securities, as described
under "Capital Stock."

In addition to the above fundamental investment policies, each of the
following investment restrictions may be changed at any time by the Board of
Directors, as the case may be.

The Fund may not:
(1) invest more than 5% of its net assets in warrants, valued at the
lower of cost or market, and no more than 2% of its net assets may be invested
in warrants that are not listed on the New York or American Stock Exchanges.
(Warrants acquired in units or attached to securities may be deemed to be
without value.);

(2) invest in oil, gas and other mineral leases, exploration or
development programs; or

(3) purchase or retain the securities of any issuer if the officers,
directors or partners of the Company, its Investment Adviser, Portfolio
Management Agent or Administrator

9
<PAGE>

owning beneficially more than one-half of 1% of the securities of each issuer
together own beneficially more than 5% of such securities.

Whenever any investment restriction states a maximum percentage of the
Fund's assets, it is intended that if the percentage limitation is met at the
time the action is taken, subsequent percentage changes resulting from
fluctuating asset values will not be considered a violation of such
restrictions.

For purposes of these investment restrictions as well as for purposes
of diversification under the 1940 Act, the identification of the issuer of a
municipal obligation depends on the terms and conditions of the obligation. If
the assets and revenues of an agency, authority, instrumentality or other
political subdivision are separate from those of the government creating the
subdivision and the obligation is backed only by the assets and revenues of the
subdivision, such subdivision would be regarded as the sole issuer. Similarly,
in the case of a "private activity bond," if the bond is backed only by the
assets and revenues of the non-governmental user, the non-governmental user
would be deemed to be the sole issuer. If in either case the creating government
or another entity guarantees an obligation, the guarantee would be considered a
separate security and be treated as an issue of such government or entity.

MANAGEMENT

DIRECTORS AND OFFICERS

The principal occupations of the executive officers of the Company for
the past five years and their ages are listed below. The address of each, unless
otherwise indicated, is One Exchange Place, Boston, Massachusetts 02109.
Directors deemed to be "interested persons" of the Company, as the case may be,
for purposes of the 1940 Act are indicated by an asterisk.

*EDGAR R. FIEDLER, Director - 845 Third Avenue, New York, New York 10022. Age
65. Vice President and Economic Counsellor, The Conference Board since 1975;
Director or Trustee, The Stanley Works, AARP Income Trust, AARP Insured Tax Free
Income Trust, AARP Cash Investment Fund, Brazil Fund, Scudder Institutional
Fund, Scudder Fund, Inc., Zurich American Insurance Company, Emerging Mexico
Fund and Center for Policy Research of the American Council for Capital
Formation. Formerly Assistant Secretary of the Treasury for Economic Policy
(1971-1975).

C. GARY GERST, Chairman of the Board of Directors; Director - 11 South La Salle
Street, Chicago, Illinois 60603. Age 56. Chairman Emeritus since 1993 and
formerly Co-Chairman, La Salle Partners Ltd. (Real Estate Developer and
Manager). Director, Trustee or Partner, La Salle Street Fund Inc., La Salle
Street Fund Inc. of Delaware, DEL-LPL Limited Partnership and DEL-LPAML Limited
Partnership.

10
<PAGE>

JOHN W. McCARTER, JR., Director - 225 West Wacker Drive, Suite 1700, Chicago,
Illinois 60606. Age 57. Senior Vice President and former Director of Boozo Allen
& Hamilton, Inc. (Consulting Firm); Director of W.W. Grainger, Inc. and A.M.
Castle, Inc.

ERNEST M. ROTH, Director - 205 Abingdon Avenue, Kenilworth, Illinois 60043. Age
67. Consultant since 1992. Formerly, Senior Vice President and Chief Financial
Officer, Commonwealth Edison Company. Director of LaRabida Children's Hospital
and Chairman of LaRabida Children's Foundation.

RICHARD H. ROSE, Treasurer of the Company - Age 39. Vice President, First Data
Investor Services Group, Inc., since May 6, 1994. Formerly Senior Vice
President, The Boston Company Advisors, Inc.

PATRICIA L. BICKIMER, President and Secretary of the Company - Age 42. Vice
President and Associate General Counsel, First Data Investor Services Group,
Inc., since May 6, 1994; Formerly, Vice President and Associate General Counsel,
The Boston Company Advisors, Inc.

LISA A. ROSEN, Assistant Secretary of the Company - Age 28. Counsel, First Data
Investor Services Group, Inc., since May 6, 1994. Formerly, Assistant Vice
President and Counsel with The Boston Company Advisors, Inc.; Associate with
Hutchins, Wheeler & Dittmar.

Directors of the Company receive from the Company, an annual fee in
addition to a fee for each Board of Directors meeting, and Board committee
meeting attended and are reimbursed for all out-of-pocket expenses relating to
attendance at meetings.

The following table summarizes the compensation paid by the Company to
the Directors of the Company for the fiscal year ended December 31, 1995:

11
<PAGE>

<TABLE>
<CAPTION>
Pension or Estimated Annual Total
Compensation
Retirement Benefits Benefits upon from the
Company
Name of Person, Aggregate Compensation Accrued as Part Retirement
and Fund Complex
Position from the Company of Fund Expenses ---------- -------
- ---------
- -------- ---------------- ----------------

<S> <C> <C> <C>
<C>
Edgar R. Fiedler, $20,000 (1) None None
$20,000
Director

C. Gary Gerst, $20,000 None None
$20,000
Director

John W. $ 0 None None $ 0
McCarter, Jr.
Director(2)

Ernest M. Roth, $20,000 None None
$20,000
Director
- --------------------------
</TABLE>

(1) For the period June 1988 through December 31, 1994, the total amount of
compensation (including interest) payable or accrued for Mr. Fiedler was
$171,192.07 pursuant to the Company's Deferred Compensation Plan for its
Independent Directors.

(2) Mr. McCarter became a Director of the Company in October, 1995.

As of January 31, 1996, the principal holders of the Fund were Harris
Trust & Savings Bank, Chicago, Illinois 60603, BMS/Central Trust, Jefferson
City, Missouri 65102, National Financial Services Company, 200 Liberty Street,
New York, New York and Mary Morse Cargill, c/o Russ Felton, P.O. Box 9300, dept.
28, Minneapolis, MN 55440-9300 held of record, 35,249, 34,510, 25,872 and 19,316
shares, respectively, equal to 29.47%, 28.85%, 21.63% and 16.15%, respectively
of the outstanding shares of the Convertible Fund.

The shareholders described above have indicated that they each hold
their shares on behalf of various accounts and not as beneficial owners. To the
extent that any shareholder is the beneficial owner of more than 25% of the
outstanding shares of any Fund, such shareholder may be deemed to be a "control
person" of that Fund for purposes of the 1940 Act.

As of January 31, 1996, Directors and officers of the Company as a
group beneficially owned less than 1% of the outstanding shares of each of the
Company's Funds.

12
<PAGE>

Investment Adviser, Investment Sub-Adviser and Portfolio Management Agent. The
Fund is advised by Harris Trust. Harris Trust has entered into Portfolio
Management Contracts with Harris Investment Management, Inc. ("HIM") under which
HIM is responsible for all Fund purchase and sale transactions and for providing
all such daily portfolio management services to the Fund. Under the Portfolio
Management Contracts, Harris Trust remains responsible for the supervision and
oversight of HIM's performance.

Harris Trust or HIM provides to the Fund, among other things, money
market security and fixed income research, analysis and statistical and economic
data and information concerning interest rate and security market trends,
portfolio composition and credit conditions. HIM analyzes key financial ratios
that measure the growth, profitability, and leverage of issuers in order to help
maintain a portfolio of above-average quality. Emphasis placed on a particular
type of security will depend on an interpretation of underlying economic,
financial and security trends. The selection and performance of securities is
monitored by a team of analysts dedicated to evaluating the quality of each
portfolio holding.

The Advisory Contract and the Portfolio Management Contract will
continue in effect from year to year, provided that such continuance is
specifically approved as described in the immediately preceding paragraph.

For the fiscal years ended December 31, 1995, 1994, 1993 and 1992, the
Investment Adviser was entitled to receive fees from the Fund in the following
amounts: $9,134. $26,524, $51,186 and $41,091, respectively. Waivers of
investment advisory fees and expense reimbursements by the Investment Adviser
from the Fund for each period amounted to: $23,094, $16,347, $28,451 and
$27,241.

Administrators. First Data Investor Services Group, Inc. ("First Data")
and PFPC Inc. ("PFPC") (the "Administrators") serve as the Fund's administrators
pursuant to an Administration Agreement and an Administration and Accounting
Services Agreement, respectively. First Data has agreed to maintain office
facilities for the Fund; furnish clerical support and stationery and office
supplies; prepare and file various reports with the appropriate regulatory
agencies; and prepare various materials required by the Commission or any state
securities commission having jurisdiction over the Company. PFPC has agreed to
provide accounting and bookkeeping services for the Fund, including the
computation of the Fund's net asset value, net income and realized capital
gains, if any.

Distributor. Funds Distributor, Inc. (the "Distributor") has entered
into a Distribution Agreement with the Company pursuant to which it has the
responsibility of distributing shares of the Fund.

Other Information Pertaining to Distribution, Administration, Custodian
and Transfer Agency Agreements. PFPC Inc., the Fund's Transfer Agent and one of
the Fund's two administrators, is an affiliate of PNC Bank, N.A., the Company's
Custodian. PFPC

13
<PAGE>

Inc. and PNC Bank, N.A. are not affiliates of First Data and Funds Distributor,
Inc., and none of the aforenamed entities is an affiliate of Harris Investment
Management, Inc.

The Company's contracts with the Investment Adviser, Portfolio
Management Agent, Administrators, Transfer Agent and Custodian (the
"Contractors") provide that if, in any fiscal year, the total expenses of the
Fund incurred by, or allocated to, the Fund (excluding taxes, interest,
brokerage commissions and other portfolio transaction expenses, other
expenditures that are capitalized in accordance with generally accepted
accounting principles and extraordinary expenses and payments under plans of the
Fund adopted pursuant to Rule 12b-1 under the Act (the "Service Plans"), but
including the fees provided for in the Advisory Contract and the Administration
Agreement) exceed the most restrictive expense limitation applicable to the Fund
imposed by the securities laws or regulations of the states in which the Fund's
shares are registered for sale, such parties shall waive their fees
proportionately under the Portfolio Management Contract with respect to the Fund
and fee agreement with the Fund's Administrators, Transfer Agent and Custodian
for the fiscal year to the extent of the excess or reimburse the excess, but
only to the extent of their respective fees. The Company believes that currently
the most restrictive applicable expense limitation is 2.5% of the first $30
million of average net assets, 2% of the next $70 million of average net assets
and 1.5% of average net assets in excess of $100 million. No such waivers were
necessary in 1995.

SERVICE PLAN

As indicated in the Prospectuses, the Fund has adopted a Service Plan
under Section 12(b) of the 1940 Act and Rule 12b-1 promulgated thereunder ("Rule
12b-1") with respect to its shares. The Service Plan has been adopted by the
Board of Directors, including a majority of the Directors who were not
"interested persons" (as defined by the 1940 Act) of the Company, and who had no
direct or indirect financial interest in the operation of the Service Plan or in
any agreement related to the Plan (the "Qualified Directors"). The Service Plan
will continue in effect from year to year if such continuance is approved by a
majority vote of both the Directors of the Company and the Qualified Directors.
Agreements related to the Service Plan must also be approved by such vote of the
Directors and the Qualified Directors. The Service Plan will terminate
automatically if assigned, and may be terminated at any time, without payment of
any penalty, by a vote of a majority of the outstanding voting securities of the
Fund. The Service Plan may not be amended to increase materially the amounts
payable to Service Agents without the approval of a majority of the outstanding
voting securities of the Fund, and no material amendment to the Service Plan may
be made except by a majority of both the Directors of the Company and the
Qualified Directors.

The Service Plan requires that certain service providers furnish to the
Directors, and the Directors shall review, at least quarterly, a written report
of the amounts expended (and purposes therefore) under such Service Plan. Rule
12b-1 also requires that the selection and nomination of the Directors who are
not "interested persons" of the Company be made by such disinterested Directors.

14
<PAGE>

The Fund bears the costs and expenses in connection with advertising
and marketing the Fund's shares and pays the fees of financial institutions
(which may include banks), securities dealers and other industry professionals,
such as investment advisors, accountants and estate planning firms
(collectively, "Service Agents") for servicing activities, as described below,
at a rate of up to 0.25% per annum of the value of the Fund's average daily net
assets.

Servicing activities provided by Service Agents to their customers
investing in shares of the Fund may include, among other things, one or more of
the following: establishing and maintaining shareholder accounts and records;
processing purchase and redemption transactions; answering customer inquiries
regarding the Fund; assisting customers in changing dividend options; account
designations and addresses; performing sub-accounting; investing customer cash
account balances automatically in Fund shares; providing periodic statements
showing a customer's account balance and integrating such statements with those
of other transactions and balances in the customer's other accounts serviced by
the Service Agent; arranging for bank wires; distribution and such other
services as the Fund may request, to the extent the Service Agent is permitted
by applicable statute, rule or regulation.

To date, no payments have been made pursuant to the Fund's Service
Plan.

CALCULATION OF YIELD AND TOTAL RETURN

The Company makes available 30-day yield quotations with respect to
shares of the Fund. As required by regulations of the Commission, the 30-day
yield is computed by dividing the Fund's net investment income per share earned
during the period by the net asset value on the last day of the period. The
average daily number of shares outstanding during the period that are eligible
to receive dividends is used in determining the net investment income per share.
Income is computed by totaling the interest earned on all debt obligations
during the period and subtracting from that amount the total of all recurring
expenses incurred during the period. The 30-day yield is then annualized
assuming semi-annual reinvestment and compounding of net investment income.

The 30-day yield for the period ended December 31, 1995, was 5.60% for
the Fund.

The Company also makes available total return quotations for shares of
the Fund. Average annual total return for the Fund for the period from February
24, 1988 (commencement of operations) through December 31, 1995 was 7.43% and
the annual total return for the fiscal years ended December 31, 1994 and 1995
were (8.30%) and 13.23%, respectively. Each of these amounts is computed by
assuming a hypothetical initial investment of $10,000 and reflects the
imposition of the maximum sales charge. It is assumed that all of the dividends
and distributions by the Fund over the specified period of time were reinvested.
It was then assumed that at the end of the specified period, the entire amount
was redeemed. The average annual total return was then calculated by calculating
the annual rate required for the initial investment to grow to the amount that
would have been received upon redemption.

15
<PAGE>

The Fund may also calculate an aggregate total return which reflects
the cumulative percentage change in value over the measuring period. The
aggregate total return can be calculated by dividing the amount received upon
redemption by the initial investment and subtracting one from the result. The
aggregate total return for the Fund from February 24, 1988 (commencement of
operations) through December 31, 1995 and the aggregate total return for the
fiscal years ended December 31, 1994 and 1995, respectively were 75.63%, (8.30%)
and 13.23%, respectively.

Current yield and total return for the Fund will fluctuate from time to
time, unlike bank deposits or other investments which pay a fixed yield for a
stated period of time, and do not provide a basis for determining future yields.
Yield (or total return) is a function of portfolio quality, composition,
maturity and market conditions as well as expenses allocated to the Fund.

Performance data of the Fund may be compared to those of other mutual
funds with similar investment objectives and to other relevant indices, such as
those prepared by Salomon Brothers Inc. or Lehman Brothers Inc., or any of their
affiliates or to ratings prepared by independent services or other financial or
industry publications that monitor the performance of mutual funds. For example,
such data is reported in national financial publications such as IBC/Donoghue's
Money Fund Report and Bank Rate Monitor (for money market deposit accounts
offered by the 50 leading banks and thrift institutions in the top five
metropolitan statistical areas). Money Magazine, Forbes, Barron's, The Wall
Street Journal and The New York Times, reports prepared by Lipper Analytical
Services and publications of a local or regional nature. Performance information
may be quoted numerically or may be presented in a table, graph or other
illustrations. All performance information advertised by the Funds is historical
in nature and is not intended to represent or guarantee future results.

In addition, investors should recognize that changes in the net asset
value of shares of the Fund will affect the yield of the Fund for any specified
period, and such changes should be considered together with the Fund's yield in
ascertaining the Fund's total return to shareholders for the period. Yield
information for the Fund may be useful in reviewing the performance of the Fund
and for providing a basis for comparison with investment alternatives. The yield
of the Fund, however, may not be comparable to other investment alternatives
because of differences in the foregoing variables and differences in the methods
used to value portfolio securities, compute expenses and calculate yield.

DETERMINATION OF NET ASSET VALUE

As described under "Determination of Net Asset Value" in the
Prospectuses, net asset value per share is determined at least as often as each
day that the Federal Reserve Board of Philadelphia and the New York Stock
Exchange are open, i.e., each weekday other than New Year's Day, Martin Luther
King, Jr.'s Day, Presidents' Day (the third Monday in February), Good Friday,
Memorial Day (the last Monday in May), Independence Day,

16
<PAGE>

Labor Day (the first Monday in September), Columbus Day, Veteran's Day,
Thanksgiving Day and Christmas Day (each, a "Holiday").

PORTFOLIO TRANSACTIONS

The Company has no obligation to deal with any dealer or group of
dealers in the execution of transactions in portfolio securities. Subject to
policies established by the Company's Board of Directors HIM is responsible for
the Fund's portfolio decisions and the placing of portfolio transactions. In
placing orders, it is the policy of the Company to obtain the best results
taking into account the dealer's general execution and operational facilities,
the type of transaction involved and other factors such as the dealer's risk in
positioning the securities involved. While HIM generally seeks reasonably
competitive spreads or commissions, the Fund will not necessarily be paying the
lowest spread or commission available.

Purchases and sales of securities for the Fund will usually be
principal transactions. Portfolio securities normally will be purchased or sold
from or to dealers serving as market makers for the securities at a net price.
The Fund will also purchase portfolio securities in underwritten offerings and
will, on occasion, purchase securities directly from the issuer. Generally,
municipal obligations and taxable money market securities are traded on a net
basis and do not involve brokerage commissions. The cost of executing the Fund's
portfolio securities transactions will consist primarily of dealer spreads, and
underwriting commissions. Under the 1940 Act, persons affiliated with the
Company are prohibited from dealing with the Company as a principal in the
purchase and sale of securities unless an exemptive order allowing such
transactions is obtained from the Commission.

HIM may, in circumstances in which two or more dealers are in a
position to offer comparable results for the Fund, give preference to a dealer
that has provided statistical or other research services to such adviser. By
allocating transactions in this manner, HIM is able to supplement its own
research and analysis with the views and information of other securities firms.
Information so received will be in addition to, and not in lieu of, the services
required to be performed under the Portfolio Management Contract, and the
expenses of such adviser will not necessarily be reduced as a result of the
receipt of this supplemental research information. Furthermore, research
services furnished by dealers through whom HIM effects securities transactions
for the Fund may be used by HIM in servicing its other accounts, and not all of
these services may be used by HIM in connection with advising the Fund.

Total brokerage commissions and the total dollar amount of transactions
on which commissions were paid during 1993 were $2,865 and $2,139,170,
respectively, for the Fund. Total brokerage commissions and the total dollar
amount of transactions on which commissions were paid during 1994 were $1,030
and $875,988, respectively, for the Fund. Total brokerage commissions and the
total dollar amount of such transactions were paid during 1995 were $157 and
$1,724,179, respectively for the Fund.

17
<PAGE>

Purchases and sales of securities on a securities exchange are effected
through brokers who charge a negotiated commission for their services. Orders
may be directed to any broker including, to the extent and in the manner
permitted by applicable law, Harris Investors Direct, Inc. ("HID") In the
over-the-counter market, securities are generally traded on a "net" basis with
dealers acting as principal for their own accounts without a stated commission,
although the price of the security usually includes a profit to the dealer. In
underwritten offerings, securities are purchased at a fixed price that includes
an amount of compensation to the underwriter, generally referred to as the
underwriter's concession or discount. The Fund will not deal with the
Distributor or HID in any transaction in which either one acts as principal
except as may be permitted by the Commission.

In placing orders for portfolio securities of the Fund, HIM is required
to give primary consideration to obtaining the most favorable price and
efficient execution. This means that HIM will seek to execute each transaction
at a price and commission, if any, that provide the most favorable total cost or
proceeds reasonably attainable in the circumstances. While HIM will generally
seek reasonably competitive spreads or commissions, the Fund will not
necessarily be paying the lowest spread or commission available. Commission
rates are established pursuant to negotiations with the broker based on the
quality and quantity of execution services provided by the broker in the light
of generally prevailing rates. The allocation of orders among brokers and the
commission rates paid are reviewed periodically by the Board of Directors.

Subject to the above considerations, HID may act as a main broker for
the Fund. For it to effect any portfolio transactions for the Fund, the
commissions, fees or other remuneration received by it must be reasonable and
fair compared to the commissions, fees or other remuneration paid to other
brokers in connection with comparable transactions involving similar securities
being purchased or sold on a securities exchange during a comparable period of
time. This standard would allow HID to receive no more than the remuneration
that would be expected to be received by an unaffiliated broker on a
commensurate arm's-length transaction. Furthermore, the Directors of the
Company, including a majority who are not "interested" Directors have adopted
procedures that are reasonably designed to provide that any commissions, fees or
other remuneration paid to either one are consistent with the foregoing
standard. Brokerage transactions with either one are also subject to such
fiduciary standards as may be imposed upon each of them by applicable law.

18
<PAGE>

FEDERAL INCOME TAXES

The Prospectuses describe generally the tax treatment of distributions
by the Company. This section of the Statement includes additional information
concerning federal taxes.

The Fund will be treated as a separate entity for federal income tax
purposes and thus the provisions of the Internal Revenue Code of 1986, as
amended (the "Code") generally will be applied to the Fund separately, rather
than to the Company as a whole.

Qualification as a regulated investment company under the Code
generally requires, among other things, that (a) at least 90% of the Fund's
annual gross income (without offset for losses) be derived from interest,
payments with respect to securities loans, dividends and gains from the sale or
other disposition of stocks, securities or options thereon and certain other
income including, but not limited to, gains from futures contracts; (b) the Fund
derives less than 30% of its gross income from gains (without offset for losses)
from the sale or other disposition of stocks, securities or options thereon and
certain futures contracts held for less than three months; and (c) the Fund
diversifies its holdings so that, at the end of each quarter of the taxable
year, (i) at least 50% of the market value of the Fund's assets is represented
by cash, government securities and other securities, with such other securities
limited in respect of any one issuer to an amount not greater than 5% of the
Fund's assets and 10% of the outstanding voting securities of such issuer, and
(ii) not more than 25% of the value of its assets is invested in the securities
of any one issuer (other than U.S. Government securities). As a regulated
investment company, the Fund will not be subject to federal income tax on its
net investment income and net capital gains distributed to its shareholders,
provided that it distributes to its shareholders at least 90% of its net
investment income (including net short-term capital gains) earned in each year.

For Federal income tax purposes, gain or loss on the futures contracts
and options described above (collectively referred to as "section 1256
contracts") is taxed pursuant to a special "mark-to-market" system. Under the
mark-to-market system, the Fund may be treated as realizing a greater or lesser
amount of gains or losses than actually realized. As a general rule, gain or
loss on section 1256 contracts is treated as 60% long-term capital gain or loss
and 40% short-term capital gain or loss, and, accordingly, the mark-to-market
system will generally affect the amount of capital gains or losses taxable to
the Fund and the amount of distributions taxable to a shareholder. Moreover, if
the Fund invests in both section 1256 contracts and offsetting positions in such
contracts, then the Fund might not be able to receive the benefit of certain
recognized losses for an indeterminate period of time. The Fund expects that its
activities with respect to section 1256 contracts and offsetting positions in
such contracts (a) will not cause it or its shareholders to be treated as
receiving a materially greater amount of capital gains or distributions than
actually realized or received and (b) will permit it to use substantially all of
the losses of the Fund for the fiscal years in which the losses actually occur.

19
<PAGE>

The Fund will generally be subject to an excise tax of 4% of the amount
of any income or capital gains distributed to shareholders on a basis such that
such income or gain is not taxable to shareholders in the calendar year in which
it was earned by the Fund. The Fund intends that it will distribute
substantially all of its net investment income and net capital gains in
accordance with the foregoing requirements, and, thus, expects not to be subject
to the excise tax. Dividends declared by the Fund in October, November or
December payable to shareholders of record on a specified date in such a month
and paid in the following January will be treated as having been paid by the
Fund and received by shareholders on December 31 of the calendar year in which
declared.

Income received by the Fund from sources within foreign countries may
be subject to withholding and other taxes imposed by such countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. It is impossible to determine the effective rate of
foreign tax in advance since the amount of the Fund's assets to be invested in
various countries is not known.

Gains or losses on sales of securities by the Fund generally will be
long-term capital gains or losses if the securities have been held by it for
more than one year, except in certain cases where the Fund acquires a put or
writes a call thereon. Other gains or losses on the sale of securities will be
short-term capital gains or losses.

If an option written by the Fund lapses or is terminated through a
closing transaction, such as a repurchase by the Fund of the option from its
holder, the Fund may realize a short-term capital gain or loss, depending on
whether the premium income is greater or less than the amount paid by the Fund
in the closing transaction. If securities are sold by the Fund pursuant to the
exercise of a call option written by it, such Fund will add the premium received
to the sale price of the securities delivered in determining the amount of gain
or loss on the sale. If securities are purchased by the Fund pursuant to the
exercise of a put option written by it, the Fund will subtract the premium
received from its cost basis in the securities purchased. The requirement that
the Fund derive less than 30% of its gross income from gains from the sale of
securities held for less than three months may limit the Fund's ability to write
options.

If, in the opinion of the Company, ownership of its shares has or may
become concentrated to an extent that could cause the Company to be deemed a
personal holding company within the meaning of the Code, the Company may require
the redemption of shares or reject any order for the purchase of shares in an
effort to prevent such concentration.

CAPITAL STOCK

The authorized capital stock of the Company consists of an aggregate of
10,000,000,000 shares ("Shares"), par value of $.001 per share. With respect to
the Fund, the Company's capital stock is currently classified as "Class D,"
referred to as the Harris Insight Convertible Fund, consisting of 100,000,000
Shares.

20
<PAGE>

Generally, all shares of the Company have equal voting rights and will
be voted in the aggregate, and not by class, except where voting by class is
required by law or where the matter involved affects only one class. As used in
the Prospectuses and in this Statement of Additional Information, the term
"majority," when referring to the approvals to be obtained from shareholders in
connection with general matters affecting the Fund (e.g., election of Directors
and ratification of independent accountants), means the vote of the lesser of
(i) 67% of the Company's shares represented at a meeting if the holders of more
than 50% of the outstanding shares are present in person or by proxy, or (ii)
more than 50% of the Company's outstanding shares. The term "majority," when
referring to the approvals to be obtained from shareholders in connection with
matters affecting a single fund or any other single fund (e.g., annual approval
of advisory contracts), means the vote of the lesser of (i) 67% of the shares of
the Fund represented at a meeting if the holders of more than 50% of the
outstanding shares of the Fund are present in person or by proxy or (ii) more
than 50% of the outstanding shares of the Fund. Shareholders are entitled to one
vote for each full share held and fractional votes for fractional shares held.

Each share of the Fund represents an equal proportionate interest in
that Fund with each other share of the Fund and is entitled to such dividends
and distributions out of the income earned on the assets belonging to that Fund
as are declared in the discretion of the Company's Board of Directors.
Notwithstanding the foregoing, each class of shares of each fund bears
exclusively the expense of fees paid to Service Organizations with respect to
that class of shares. In the event of the liquidation or dissolution of the
Company (or the Fund), shareholders of the Fund (or the Fund being dissolved)
are entitled to receive the assets attributable to that Fund that are available
for distribution, and a distribution of any general assets not attributable to
the particular Fund that are available for distribution in such manner and on
such basis as the Directors in their sole discretion may determine.

Shareholders are not entitled to any preemptive rights. All shares,
when issued, will be fully paid and non-assessable by the Company.

OTHER

The Registration Statement, including the Prospectuses, the Statement
of Additional Information and the exhibits filed therewith, may be examined at
the office of the Commission in Washington, D.C. Statements contained in the
Prospectuses or this Statement of Additional Information as to the contents of
any contract or other document referred to herein or in the Prospectuses are not
necessarily complete, and, in each instance, reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference.

CUSTODIAN

As the Fund's custodian, PNC Bank, N.A., among other things, maintains
a custody account or accounts in the name of each Fund, receives and delivers
all assets for the Fund

21
<PAGE>

upon purchase and upon sale or maturity, collects and receives all income and
other payments and distributions on account of the assets of the Fund, and pays
all expenses of the Fund.

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP has been selected as the independent accountants
for the Company. Price Waterhouse LLP provides audit services and assistance and
consultation in connection with review of certain Commission filings. Price
Waterhouse LLP's address is 30 South 17th Street, Philadelphia, Pennsylvania
19103.

EXPERTS

The financial statements incorporated by reference into the
Prospectuses and included in this Statement of Additional Information have been
incorporated by reference or included in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of that firm as
experts in auditing and accounting.

22
<PAGE>

FINANCIAL STATEMENTS

Specimen Computations of Net Asset
Values and Offering Prices Per Share

Convertible Fund (specimen computations)

Net Asset Value and Redemption Price per
Share of Capital Stock at December 31, 1995................... $9.52
=====
Maximum Offering Price per Share ($9.52 divided by .955)
---- ----
(reduced on purchases of $100,000 or more)............ $9.97
=====

The financial statements for the year ended December 31, 1995 including
the notes thereto, have been audited by Price Waterhouse LLP and are
incorporated by reference in this Statement of Additional Information from the
Annual Report of the Company dated December 31, 1995.

23
<PAGE>

APPENDIX A

Description of Bond Ratings

The following summarizes the highest four ratings used by Standard &
Poor's Corporation ("S&P") for corporate and municipal debt:

AAA - Debt rated AAA has the highest rating assigned by S&P.
Capacity to pay interest and repay principal is extremely strong.

AA - Debt rated AA has a very strong capacity to pay interest
and repay principal and differs from AAA issues only in a small
degree.

A - Debt rated A has a strong capacity to pay interest and
repay principal although it is somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories.

BBB - Debt rated BBB is regarded as having an adequate capacity
to pay interest and repay principal. Whereas it normally exhibits
adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for debt in this
category than for those in higher rated categories.

To provide more detailed indications of credit quality, the AA, A and
BBB ratings may be modified by the addition of a plus or minus sign to show
relative standing within these major rating categories.

The following summarizes the highest four ratings used by Moody's
Investors Service, Inc. ("Moody's") for corporate and municipal long-term debt:

Aaa - Bonds that are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and
are generally referred to as "gilt edge." Interest payments are
protected by a large or by an exceptionally stable margin and
principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such
issues.

Aa - Bonds that are rated Aa are judged to be of high quality
by all standards. Together with the Aaa group they comprise what
are generally known as high grade bonds. They are rated lower
than the best bonds because margins of protection may not be as
large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger
than in Aaa securities.

A-1

<PAGE>

A - Bonds that are rated A possess many favorable investment
attributes and are to be considered upper medium grade
obligations. Factors giving security to principal and interest
are considered adequate, but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa - Bonds that are rated Baa are considered medium grade
obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate
for the present but certain protective elements may be lacking or
may be characteristically unreliable over any great length of
time. Such bonds lack outstanding investment characteristics and
in fact have speculative characteristics as well.

Moody's applies numerical modifiers (1, 2 and 3) with respect to
corporate bonds rated Aa, A and Baa. The modifier 1 indicates that the bond
being rated ranks in the higher end of its generic rating category; the modifier
2 indicates a mid-range ranking; and the modifier 3 indicates that the bond
ranks in the lower end of its generic rating category. With regard to municipal
bonds, those bonds in the Aa, A and Baa groups which Moody's believes possess
the strongest investment attributes are designated by the symbols Aa1, A1 or
Baa1, respectively.

The following summarizes the highest four ratings used by Duff & Phelps
Credit Rating Co. ("D&P") for bonds:

AAA - Debt rated AAA is of the highest credit quality. The risk
factors are considered to be negligible, being only slightly more
than for risk-free U.S. Treasury debt.

AA - Debt rated AA is of high credit quality. Protection
factors are strong. Risk is modest but may vary slightly from
time to time because of economic conditions.

A - Bonds that are rated A have protection factors which are
average but adequate. However risk factors are more variable and
greater in periods of economic stress.

BBB - Bonds that are rated BBB have below average protection
factors but are still considered sufficient for prudent
investment. Considerable variability in risk during economic
cycles.

To provide more detailed indications of credit quality, the AA, A and
BBB ratings may be modified by the addition of a plus or minus sign to show
relative standing within these major categories.

A-2

<PAGE>

The following summarizes the ratings used by IBCA Limited and IBCA Inc.
("IBCA") for bonds:

Obligations rated AAA by IBCA have the lowest expectation of
investment risk. Capacity for timely repayment of principal and
interest is substantial, such that adverse changes in business,
economic or financial conditions are unlikely to increase
investment risk significantly.

IBCA also assigns a rating to certain international and U.S.
banks. An IBCA bank rating represents IBCA's current assessment
of the strength of the bank and whether such bank would receive
support should it experience difficulties. In its assessment of a
bank, IBCA uses a dual rating system comprised of Legal Ratings
and Individual Ratings. In addition, IBCA assigns banks Long and
Short-Term Ratings as used in the corporate ratings discussed
above. Legal Ratings, which range in gradation from 1 through 5,
address the question of whether the bank would receive support
provided by central banks or shareholders if it experienced
difficulties, and such ratings are considered by IBCA to be a
prime factor in its assessment of credit risk. Individual
Ratings, which range in gradations from A through E, represent
IBCA's assessment of a bank's economic merits and address the
question of how the bank would be viewed if it were entirely
independent and could not rely on support from state authorities
or its owners.

Description of Municipal Notes Ratings

The following summarizes the two highest ratings used by Moody's for
short-term notes and variable rate demand obligations:

MIG-1/VMIG-1. Obligations bearing these designations are of the
best quality, enjoying strong protection by established cash
flows, superior liquidity support or demonstrated broad-based
access to the market for refinancing.

MIG-2/VMIG-2. Obligations bearing these designations are of high
quality with margins of protection ample although not as large as
in the preceding group.

The following summarizes the two highest ratings by Standard & Poor's
for short-term municipal notes:

SP-1 - Very strong or strong capacity to pay principal and
interest. Those issues determined to possess overwhelming safety
characteristics are given a "plus" (+) designation.

SP-2 - Satisfactory capacity to pay principal and interest.

A-3

<PAGE>

The three highest rating categories of D&P for short-term debt are Duff
1, Duff 2, and Duff 3. D&P employs three designations, Duff 1+, Duff 1 and Duff
1-, within the highest rating category. Duff 1+ indicates highest certainty of
timely payment. Short-term liquidity, including internal operating factors
and/or access to alternative sources of funds, is judged to be "outstanding, and
safety is just below risk-free U.S. Treasury short-term obligations." Duff 1
indicates very high certainty of timely payment. Liquidity factors are excellent
and supported by good fundamental protection factors. Risk factors are
considered to be minor. Duff 1- indicates high certainty of timely payment.
Liquidity factors are strong and supported by good fundamental protection
factors. Risk factors are very small. Duff 2 indicates good certainty of timely
payment. Liquidity factors and company fundamentals are sound. Although ongoing
funding needs may enlarge total financing requirements, access to capital
markets is good. Risk factors are small. Duff 3 indicates satisfactory liquidity
and other protection factors qualify issue as to investment grade. Risk factors
are larger and subject to more variation.
Nevertheless, timely payment is expected.

D&P uses the fixed-income ratings described above under "Description of
Bond Ratings" for tax-exempt notes and other short-term obligations.

Description of Commercial Paper Ratings

Commercial paper rated A-1 by S&P indicates that the degree of safety
regarding timely payment is strong. Those issues determined to possess extremely
strong safety characteristics are denoted in A-1+. Capacity for timely payment
on commercial paper rated A-2 is satisfactory but the relative degree of safety
is not as high as for issues designated A-1.

The rating Prime-1 is the highest commercial paper rating assigned by
Moody's. Issuers rated Prime-1 (or related supporting institutions) are
considered to have a superior capacity for repayment of short-term promissory
obligations. Issuers rated Prime-2 (or related supporting institutions) are
considered to have strong capacity for repayment of short-term promissory
obligations. This will normally be evidenced by many of the characteristics of
issuers rated Prime-1 but to a lesser degree. Earnings trends and coverage
ratios, while sound, will be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by external
conditions. Ample alternate liquidity is maintained.

The highest rating of D&P for commercial paper is Duff 1. D&P employs
three designations, Duff 1 plus, Duff 1 and Duff 1 minus, within the highest
rating category.

A-4

<PAGE>

Duff 1 plus indicates highest certainty of timely payment. Short-term
liquidity, including internal operating factors and/or ready access to
alternative sources of funds, is judged to be "outstanding, and safety is just
below risk-free U.S. Treasury short-term obligations" Duff 1 indicates very high
certainty of timely payment. Liquidity factors are excellent and supported by
strong fundamental protection factors. Risk factors are considered to be minor.
Duff 1 minus indicates high certainty of timely payment. Liquidity factors are
strong and supported by good fundamental protection factors. Risk factors are
very small.

The following summarizes the highest ratings used by Fitch for
short-term obligations:

F-1+ securities possess exceptionally strong credit quality. Issues
assigned this rating are regarded as having the strongest degree of assurance
for timely payment.

F-1 securities possess exceptionally strong credit quality. Issues
assigned this rating reflect an assurance of timely payment only slightly less
in degree than issues rated F-1+.

Commercial paper rated A-1 by Standard & Poor's indicates that the
degree of safety regarding timely payment is strong. Those issued determined to
possess extremely strong safety characteristics are denoted A-1+.

D&P uses the short-term ratings described above for commercial paper.

Fitch uses the short-term ratings described above for commercial paper.

Thomson BankWatch, Inc. (TBW") ratings are based upon a qualitative and
quantitative analysis of all segments of the organization including, where
applicable, holding company and operating subsidiaries.

BankWatch Ratings do not constitute a recommendation to buy or sell
securities of any of these companies. Further, BankWatch does not suggest
specific investment criteria for individual clients.

The TBW Short-Term Ratings apply to commercial paper, other senior
short-term obligations and deposit obligations of the entities to which the
rating has been assigned.

The TBW Short-Term Ratings specifically assess the likelihood of an
untimely payment of principal or interest.

A-5

<PAGE>

TBW-1 The highest category; indicates a very high degree
of likelihood that principal and interest will be
paid on a timely basis.

TBW-2 The second highest category; while the degree of
safety regarding timely repayment of principal and
interest is strong, the relative degree of safety
is not as high as for issues rated "TBW-1".

TBW-3 The lowest investment grade category; indicates
that while more susceptible to adverse developments
(both internal and external) than obligations with
higher ratings, capacity to service principal and
interest in a timely fashion is considered
adequate.

TBW-4 The lowest rating category; this rating is regarded as
non-investment grade and therefore speculative.

A-6

HARRIS INSIGHT FUNDS
One Exchange Place, Boston, Massachusetts 02109
Telephone: (800) 982-8782

Statement of Additional Information

The Harris Insight Funds Trust (the "Trust") is an open-end,
diversified management investment company that currently offers a selection of
eleven investment portfolios. HT Insight Funds, Inc. (the "Company") is an
open-end, diversified management investment company that currently offers six
investment portfolios. The eleven portfolios of the Trust and five of the six
portfolios of the Company (collectively, the "Funds") are detailed in this
Statement of Additional Information. The investment objectives of the Funds are
described in the Prospectus. See "Investment Objectives and Policies." The Funds
are as follows:

o Harris Insight Equity Fund (the "Equity Fund")
o Harris Insight Equity Income Fund (the "Equity Income Fund")
o Harris Insight Growth Fund (the "Growth Fund")
o Harris Insight Small-Cap Opportunity Fund (the "Small-Cap Fund")
o Harris Insight Index Fund (the "Index Fund")
o Harris Insight International Fund (the "International Fund")
o Harris Insight Balanced Fund (the "Balanced Fund")
o Harris Insight Convertible Securities Fund ( the "Convertible
Securities Fund")
o Harris Insight Short / Intermediate Fund (the "Short / Intermediate
Fund")
o Harris Insight Bond Fund (the "Bond Fund")
o Harris Insight Intermediate Government Bond Fund (the "Government
Fund")
o Harris Insight Intermediate Tax-Exempt Bond Fund (the "Intermediate
Tax-Exempt Fund")
o Harris Insight Tax-Exempt Bond Fund (the "Tax-Exempt Fund")
o Harris Insight Government Money Market Fund (the "Government Money
Fund")
o Harris Insight Money Market Fund (the "Money Fund")
o Harris Insight Tax-Exempt Money Market Fund (the "Tax-Exempt Money
Fund")

Each of the Trust's eleven Funds has two classes of shares, Class A
Shares and Institutional Shares. Two of the Company's Funds also each have two
classes of shares, Class A Shares and Institutional Shares. The remaining three
Funds of the Company described in this Statement of Additional Information, the
Government Money Fund, the Money Fund and the Tax-Exempt Money Fund
(collectively, the "Money Market Funds") each have three classes of Shares,
Class A, Class B and Institutional Shares.

This Statement of Additional Information is not a prospectus and is
authorized for distribution only when preceded or accompanied by the Funds'
related Prospectuses dated February 21, 1996 and any supplement thereto (the
"Prospectuses"). This Statement of Additional Information contains additional
information that should be read in conjunction with each of the Prospectuses,
additional copies of which may be obtained without charge from the Company's and
the Trust's distributor, Funds Distributor, Inc., by writing or calling the
Funds at the address or telephone number given above.

<PAGE>

<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C> <C>
<C>
Investment Strategies ................3 Capital Stock..........................39
Ratings...............................20 Other..................................41
Investment Restrictions...............20 Custodian..............................41
Management............................23 Independent
Accountants................41
Service Plans.........................28 Experts................................41
Calculation of Yield and Financial Statements...................42
Total Return........................31 Appendix...............................A-1
Determination of Net
Asset Value ........................34
Portfolio Transactions................35
Federal Income Taxes..................37
</TABLE>
2

<PAGE>

INVESTMENT STRATEGIES

ASSET-BACKED SECURITIES. Asset-backed securities are generally issued
as pass-through certificates, which represent undivided fractional ownership
interests in the underlying pool of assets, or as debt instruments, which are
also known as collateralized obligations and are generally issued as the debt of
a special purpose entity organized solely for the purpose of owning such assets
and issuing such debt. Asset-backed securities are often backed by a pool of
assets representing the obligations of a number of different parties. Payments
of principal and interest may be guaranteed up to certain amounts and for a
certain time period by a letter of credit issued by a financial institution
unaffiliated with the entities issuing the securities.

The estimated life of an asset-backed security varies with the
prepayment experience with respect to the underlying debt instruments. The rate
of such prepayments, and hence the life of the asset-backed security, will be
primarily a function of current market interest rates, although other economic
and demographic factors may be involved.

3
<PAGE>

more sensitive to individual corporate developments and changes in economic
conditions than higher-rated securities. In addition, low-rated securities and
comparable unrated securities generally present a higher degree of credit risk,
and yields on such securities will fluctuate over time. Issuers of low-rated and
comparable unrated securities are often highly leveraged and may not have more
traditional methods of financing available to them so that their ability to
service their debt obligations during an economic downturn or during sustained
periods of rising interest rates may be impaired. The risk of loss due to
default by such issuers is significantly greater because low-rated and
comparable unrated securities generally are unsecured and frequently are
subordinated to the prior payment of senior indebtedness. A Fund may incur
additional expenses to the extent that it is required to seek recovery upon a
default in the payment of principal or interest on its portfolio holdings. The
existence of limited markets for low-rated and comparable unrated securities may
diminish the Fund's ability to obtain accurate market quotations for purposes of
valuing such securities and calculating its net asset value.

Fixed-income securities, including low-rated securities and comparable
unrated securities, frequently have call or buy-back features that permit their
issuers to call or repurchase the securities from their holders, such as a Fund.
If an issuer exercises these rights during periods of declining interest rates,
the Fund may have to replace the security with a lower yielding security, thus
resulting in a decreased return to the Fund.

To the extent that there is no established retail secondary market for
low-rated and comparable unrated securities, there may be little trading of such
securities in which case the responsibility of the Trust's Board of Trustees or
the Company's Board of Directors, as the case may be, to value such securities
becomes more difficult and judgment plays a greater role in valuation because
there is less reliable, objective data available. In addition, a Fund's ability
to dispose of the bonds may become more difficult. Furthermore, adverse
publicity and investor perceptions, whether or not based on fundamental
analysis, may decrease the values and liquidity of high yield bonds, especially
in a thinly traded market.

FLOATING AND VARIABLE RATE OBLIGATIONS. The Portfolio Management
Agent
(or the Investment Adviser with respect to the Tax-Exempt Money Fund) will
monitor, on an ongoing basis, the ability of an issuer of a Floating or Variable
Rate demand instrument to pay principal and interest on demand. A Fund's right
to obtain payment at par on a demand instrument could be affected by events
occurring between the date the Fund elects to demand payment and the date
payment is due that may affect the ability of the issuer of the instrument to
make payment when due, except when such demand instrument permits same

<PAGE>

day settlement. To facilitate settlement, these same day demand instruments may
be held in book entry form at a bank other than the Funds' custodian subject to
a sub-custodian agreement between the bank and the Funds' custodian.

The floating and variable rate obligations that the Funds may purchase
include certificates of participation in such obligations purchased from banks.
A certificate of participation gives a Fund an undivided interest in the
underlying obligations in the proportion that the Fund's interest bears to the
total principal amount of the obligation. Certain certificates of participation
may carry a demand feature that would permit the holder to tender them back to
the issuer prior to maturity. The Money Market Funds may invest in certificates
of participation even if the underlying obligations carry stated maturities in
excess of thirteen months upon compliance with certain conditions contained in a
rule of the Securities and Exchange Commission (the "Commission"). The income
received on certificates of participation in tax-exempt municipal obligations
constitutes interest from tax-exempt obligations.

FOREIGN SECURITIES. As discussed in the Prospectus, investing in
foreign securities generally represents a greater degree of risk than investing
in domestic securities, due to possible exchange rate fluctuations, less
publicly available information, more volatile markets, less securities
regulation, less favorable tax provisions, war or expropriation. As a result of
its investments in foreign securities, a Fund may receive interest or dividend
payments, or the proceeds of the sale or redemption of such securities, in the
foreign currencies in which such securities are denominated.

The International Fund may purchase non-dollar securities denominated
in the currency of countries where the interest rate environment as well as the
general economic climate provide an opportunity for declining interest rates and
currency appreciation. If interest rates decline, such non-dollar securities
will appreciate in value. If the currency also appreciates against the dollar,
the total investment in such non-dollar securities would be enhanced further.
(For example, if United Kingdom bonds yield 14% during a year when interest
rates decline causing the bonds to appreciate by 5% and the pound rises 3%
versus the dollar, then the annual total return of such bonds would be 22%. This
example is illustrative only.) Conversely, a rise in interest rates or decline
in currency exchange rates would adversely affect the Fund's return.

Investments in non-dollar securities are evaluated primarily on the
strength of a particular currency against the dollar and on the interest rate
climate of that country. Currency is judged on the basis of fundamental economic
criteria (e.g., relative inflation levels and trends, growth rate forecasts,
balance of payments status and economic policies) as well as technical and
political data. In addition to the foregoing, interest rates are evaluated on
the basis of differentials or anomalies that may exist between different
countries.

5
<PAGE>

FORWARD CONTRACTS. Forward Contracts may be entered into by the Equity
Fund, the Equity Income Fund, the Growth Fund, the Small-Cap Fund, the Index
Fund, the International Fund and the Balanced Fund (collectively, the "equity
Funds") for hedging purposes as well as for non-hedging purposes. Forward
Contracts may also be entered into for "cross hedging" as noted in the
Prospectus. Transactions in Forward Contracts entered into for hedging purposes
will include forward purchases or sales of foreign currencies for the purpose of
protecting the dollar value of securities denominated in a foreign currency or
protecting the dollar equivalent of interest or dividends to be paid on such
securities. By entering into such transactions, however, the Fund may be
required to forego the benefits of advantageous changes in exchange rates. A
Fund may also enter into transactions in Forward Contracts for other than
hedging purposes which presents greater profit potential but also involves
increased risk. For example, if the Adviser believes that the value of a
particular foreign currency will increase or decrease relative to the value of
the U.S. dollar, a Fund may purchase or sell such currency, respectively,
through a Forward Contract. If the expected changes in the value of the currency
occur, a Fund will realize profits which will increase its gross income. Where
exchange rates do not move in the direction or to the extent anticipated,
however, a Fund may sustain losses which will reduce its gross income. Such
transactions, therefore, could be considered speculative.

The equity Funds have established procedures consistent with statements
by the Commission and its staff regarding the use of Forward Contracts by
registered investment companies, which require the use of segregated assets or
"cover" in connection with the purchase and sale of such contracts. In those
instances in which a Fund satisfies this requirement through segregation of
assets, it will maintain, in a segregated account, cash, cash equivalents or
high grade debt securities, which will be marked to market on a daily basis, in
an amount equal to the value of its commitments under Forward Contracts.

6
<PAGE>

INTEREST RATE FUTURES CONTRACTS AND RELATED OPTIONS. All equity
Funds,
the Convertible Securities Bond Fund, the Bond Fund, the Government Fund, the
Intermediate Tax-Exempt Fund and the Tax-Exempt Fund may invest in interest rate
futures contracts and options on such contracts that are traded on a domestic
exchange or board of trade. Such investments may be made by a Fund solely for
the purpose of hedging against changes in the value of its portfolio securities
due to anticipated changes in interest rates and market conditions, and not for
purposes of speculation. A public market exists for interest rate futures
contracts covering a number of debt securities, including long-term United
States Treasury Bonds, ten-year United States Treasury Notes, three-month U.S.
Treasury Bills and three-month domestic bank certificates of deposit. Other
financial futures contracts may be developed and traded. The purpose of the
acquisition or sale of an interest rate futures contract by a Fund, as the
holder of municipal or other debt securities, is to protect the Fund from
fluctuations in interest rates on securities without actually buying or selling
such securities.

Unlike the purchase or sale of a security, no consideration is paid or
received by a Fund upon the purchase or sale of a futures contract. Initially, a
Fund will be required to deposit with the broker an amount of cash or cash
equivalents equal to approximately 10% of the contract amount (this amount is
subject to change by the board of trade on which the contract is traded and
members of such board of trade may charge a higher amount). This amount is known
as initial margin and is in the nature of a performance bond or good faith
deposit on the contract which is returned to the Fund upon termination of the
futures contract, assuming that all contractual obligations have been satisfied.
Subsequent payments, known as variation margin, to and from the broker, will be
made on a daily basis as the price of the index fluctuates making the long and
short positions in the futures contract more or less valuable, a process known
as marking-to-market. At any time prior to the expiration of the contract, a
Fund may elect to close the position by taking an opposite position, which will
operate to terminate the Fund's existing position in the futures contract.

A Fund may not purchase or sell futures contracts or purchase options
on futures contracts if, immediately thereafter, more than one-third of its net
assets would be hedged, or the sum of the amount of margin deposits on the
Fund's existing futures contracts and premiums paid for options would exceed 5%
of the value of the Fund's total assets. When a Fund enters into futures
contracts to purchase an index or debt security or purchase call options, an
amount of cash, U.S. government securities or other high grade debt securities
equal to the national market value of the underlying contract will be deposited
and maintained in a segregated account with the Fund's custodian to
collateralize the positions, thereby insuring that the use of the contract is
unleveraged.

Although a Fund will enter into futures contracts only if an active
market exists for such contracts, there can be no assurance that an active
market will exist for the contract at any particular time. Most domestic futures
exchanges and boards of trade limit the amount of fluctuation permitted in
futures contract prices during a single trading day. The daily limit establishes
the maximum amount the price of a futures contract may vary either up or down
from the previous day's settlement price at the end of a trading session. Once
the

7
<PAGE>

daily limit has been reached in a particular contract, no trades may be made
that day at a price beyond that limit. The daily limit governs only price
movement during a particular trading day and therefore does not limit potential
losses because the limit may prevent the liquidation of unfavorable positions.
It is possible that futures contract prices could move to the daily limit for
several consecutive trading days with little or no trading, thereby preventing
prompt liquidation of futures positions and subjecting some futures traders to
substantial losses. In such event, it will not be possible to close a futures
position and, in the event of adverse price movements, a Fund would be required
to make daily cash payments of variation margin. In such circumstances, an
increase in the value of the portion of the portfolio being hedged, if any, may
partially or completely offset losses on the futures contract. As described
above, however, there is no guarantee the price of municipal bonds or of other
debt securities will, in fact, correlate with the price movements in the futures
contract and thus provide an offset to losses on a futures contract.

If a Fund has hedged against the possibility of an increase in interest
rates adversely affecting the value of municipal bonds or other debt securities
held in its portfolio and rates decrease instead, the Fund will lose part or all
of the benefit of the increased value of the securities it has hedged because it
will have offsetting losses in its futures positions. In addition, in such
situations, if a Fund has insufficient cash, it may have to sell securities to
meet daily variation margin requirements. Such sales of securities may, but will
not necessarily, be at increased prices which reflect the decline in interest
rates. A Fund may have to sell securities at a time when it may be
disadvantageous to do so.

In addition, the ability of a Fund to trade in futures contracts and
options on futures contracts may be materially limited by the requirements of
the Internal Revenue Code of 1986, as amended (the "Code"), applicable to a
regulated investment company. See "Federal Income Taxes" below.

A Fund may purchase put and call options on interest rate futures
contracts which are traded on a domestic exchange or board of trade as a hedge
against changes in interest rates, and may enter into closing transactions with
respect to such options to terminate existing positions. There is no guarantee
such closing transactions can be effected.

Options on futures contracts, as contrasted with the direct investment
in such contracts, give the purchaser the right, in return for the premium paid,
to assume a position in futures contracts at a specified exercise price at any
time prior to the expiration date of the options. Upon exercise of an option,
the delivery of the futures position by the writer of the option to the holder
of the option will be accompanied by delivery of the accumulated balance in the
writer's futures margin account, which represents the amount by which the market
price of the futures contract exceeds, in the case of a call, or is less than,
in the case of a put, the exercise price of the option on the futures contract.
The potential loss related to the purchase of an option on interest rate futures
contracts is limited to the premium paid for the option (plus transaction
costs). Because the value of the option is fixed at the point of sale, there are
no daily cash payments to reflect changes in the value of the underlying

8
<PAGE>

contract; however, the value of the option does change daily and that change
would be reflected in the net asset value of a Fund.

There are several risks in connection with the use of interest rate
futures contracts and options on such futures contracts as hedging devices.
Successful use of these derivative securities by a Fund is subject to the
Portfolio Management Agent's ability to predict correctly movements in the
direction of interest rates. Such predictions involve skills and techniques
which may be different from those involved in the management of long-term
municipal bond portfolio. There can be no assurance that there will be a
correlation between price movements in interest rate futures, or related
options, on the one hand, and price movements in the municipal bond or other
debt securities which are the subject to the hedge, on the other hand. Positions
in futures contracts and options on futures contracts may be closed out only on
an exchange or board of trade that provides an active market, therefore, there
can be no assurance that a liquid market will exist for the contract or the
option at any particular time. Consequently, a Fund may realize a loss on a
futures contract that is not offset by an increase in the price of the municipal
bonds or other debt securities being hedged or may not be able to close a
futures position in the event of adverse price movements. Any income earned from
transactions in futures contracts and options on futures contracts will be
taxable. Accordingly, it is anticipated that such investments will be made only
in unusual circumstances, such as when the Portfolio Management Agent
anticipates an extreme change in interest rates or market conditions.

See additional risk disclosure below under "Index Futures Contracts and
Options on Index Futures Contracts".

LETTERS OF CREDIT. Debt obligations, including municipal obligations,
certificates of participation, commercial paper and other short-term
obligations, may be backed by an irrevocable letter of credit of a bank that
assumes the obligation for payment of principal and interest in the event of
default by the issuer. Only banks that, in the opinion of the Portfolio
Management Agent or the Investment Adviser with respect to the Tax-Exempt Money
Fund, are of investment quality comparable to other permitted investments of a
Fund, may be used for letter of credit backed investments.

LOANS OF PORTFOLIO SECURITIES. Each Fund, except the Money Market
Funds, may lend to brokers, dealers and financial institutions securities from
its portfolio representing up to one-third of the Fund's net assets if cash or
cash equivalent collateral, including letters of credit, marked-to-market daily
and equal to at least 100% of the current market value of the securities loaned
(including accrued interest and dividends thereon) plus the interest payable to
the Fund with respect to the loan is maintained by the borrower with the Fund in
a segregated account. In determining whether to lend a security to a particular
broker, dealer or financial institution, the Portfolio Management Agent will
consider all relevant facts and circumstances, including the creditworthiness of
the broker, dealer or financial institution. No Fund will enter into any
portfolio security lending arrangement having a duration of longer than one
year. Any securities that a Fund may receive as collateral will not become part
of the Fund's portfolio at the time of the loan and, in the event of a default
by the

9
<PAGE>

borrower, the Fund will, if permitted by law, dispose of such collateral except
for such part thereof that is a security in which the Fund is permitted to
invest. During the time securities are on loan, the borrower will pay the Fund
any accrued income on those securities, and the Fund may invest the cash
collateral and earn additional income or receive an agreed upon fee from a
borrower that has delivered cash equivalent collateral. Loans of securities by a
Fund will be subject to termination at the Fund's or the borrower's option. Each
Fund may pay reasonable administrative and custodial fees in connection with a
securities loan and may pay a negotiated fee to the borrower or the placing
broker. Borrowers and placing brokers may not be affiliated, directly or
indirectly, with the Company, the Trust, the Investment Adviser, the Portfolio
Management Agent, the Investment Sub-Adviser or the Distributor.

MORTGAGE-RELATED SECURITIES. All equity Funds, the Short/Intermediate
Fund, the Bond Fund and the Government Fund may invest in mortgage-backed
securities, including collateralized mortgage obligations ("CMOs") and
Government Stripped Mortgage-Backed Securities. The Government Fund may purchase
such securities only if they represent interests in an asset-backed trust
collateralized by the Government National Mortgage Association ("GNMA"), the
Federal National Mortgage Association ("FNMA"), or the Federal Home Loan
Mortgage Corporation ("FHLMC").

CMOs are types of bonds secured by an underlying pool of mortgages or
mortgage pass-through certificates that are structured to direct payments on
underlying collateral to different series or classes of the obligations. To the
extent that CMOs are considered to be investment companies, investments in such
CMOs will be subject to the percentage limitations described under "Investment
Company Securities" in the Prospectus.

Government Stripped Mortgage-Backed Securities are mortgage-backed
securities issued or guaranteed by GNMA, FNMA, or FHLMC. These securities
represent beneficial ownership interests in either periodic principal
distributions ("principal-only") or interest distributions ("interest-only") on
mortgage-backed certificates issued by GNMA, FNMA or FHLMC, as the case may be.
The certificates underlying the Government Stripped Mortgage-Backed Securities
represent all or part of the beneficial interest in pools of mortgage loans.

Mortgage-backed securities provide a monthly payment consisting of
interest and principal payments. Additional payments may be made out of
unscheduled repayments of principal resulting from the sale of the underlying
residential property, refinancing or foreclosure, net of fees or costs that may
be incurred. Prepayments of principal on mortgage-related securities may tend to
increase due to refinancing of mortgages as interest rates decline. Prompt
payment of principal and interest on GNMA mortgage pass-through certificates is
backed by the full faith and credit of the United States. FNMA guaranteed
mortgage pass-through certificates and FHLMC participation certificates are
solely the obligations of those entities but are supported by the discretionary
authority of the U.S. Government to purchase the agencies' obligations.

10
<PAGE>

Investments in interest-only Government Stripped Mortgage-Backed
Securities will be made in order to enhance yield or to benefit from anticipated
appreciation in value of the securities at times when the Portfolio Management
Agent believes that interest rates will remain stable or increase. In periods of
rising interest rates, the value of interest-only Government Stripped
Mortgage-Backed Securities may be expected to increase because of the diminished
expectation that the underlying mortgages will be prepaid. In this situation the
expected increase in the value of interest-only Government Stripped
Mortgage-Backed Securities may offset all or a portion of any decline in value
of the portfolio securities of the Fund. Investing in Government Stripped
Mortgage-Backed Securities involves the risks normally associated with investing
in mortgage-backed securities issued by government or government-related
entities. In addition, the yields on interest-only and principal-only Government
Stripped Mortgage-Backed Securities are extremely sensitive to the prepayment
experience on the mortgage loans underlying the certificates collateralizing the
securities. If a decline in the level of prevailing interest rates results in a
rate of principal prepayments higher than anticipated, distributions of
principal will be accelerated, thereby reducing the yield to maturity on
interest-only Government Stripped Mortgage-Backed Securities and increasing the
yield to maturity on principal-only Government Stripped Mortgage-Backed
Securities. Conversely, if an increase in the level of prevailing interest rates
results in a rate of principal prepayments lower than anticipated, distributions
of principal will be deferred, thereby increasing the yield to maturity on
interest-only Government Stripped Mortgage-Backed Securities and decreasing the
yield to maturity on principal-only Government Stripped Mortgage-Backed
Securities. Sufficiently high prepayment rates could result in a Fund's not
fully recovering its initial investment in an interest-only Government Stripped
Mortgage-Backed Security. Government Stripped Mortgage-Backed Securities are
currently traded in an over-the-counter market maintained by several large
investment banking firms. There can be no assurance that a Fund will be able to
effect a trade of a Government Stripped Mortgage-Backed Security at a time when
it wishes to do so.

MUNICIPAL LEASES. Each of the Intermediate Tax-Exempt Fund and the
Tax-Exempt Fund may acquire participations in lease obligations or installment
purchase contract obligations (hereinafter collectively called "lease
obligations") of municipal authorities or entities. Although lease obligations
do not constitute general obligations of the municipality for which the
municipality's taxing power is pledged, a lease obligation is ordinarily backed
by the municipality's covenant to budget for, appropriate, and make the payments
due under the lease obligation. However, certain lease obligations contain
"non-appropriation" clauses which provide that the municipality has no
obligation to make lease or installment purchase payments in future years unless
money is appropriated for such purpose on a yearly basis. In addition to the
"non-appropriation" risk, these securities represent a relatively new type of
financing that has not yet developed the depth of marketability associated with
more conventional bonds. In the case of a "non-appropriation" lease, a Fund's
ability to recover under the lease in the event of non-appropriation or default
will be limited solely to the repossession of the leased property in the event
foreclosure might prove difficult.

11
<PAGE>

In evaluating the credit quality of a municipal lease obligation and
determining whether such lease obligation will be considered "liquid," the
Portfolio Management Agent will consider: (1) whether the lease can be canceled;
(2) what assurance there is that the assets represented by the lease can be
sold; (3) the strength of the lessee's general credit (e.g., its debt,
administrative, economic, and financial characteristics); (4) the likelihood
that the municipality will discontinue appropriating funding for the leased
property because the property is no longer deemed essential to the operations of
the municipality (e.g., the potential for an "event of non-appropriation"); and,
(5) the legal recourse in the event of failure to appropriate.

MUNICIPAL OBLIGATIONS. As discussed in the applicable Prospectus, the
Balanced Fund, the Short/Intermediate Fund, the Bond Fund, the Intermediate
Tax-Exempt Fund, the Tax-Exempt Fund and the Tax-Exempt Money Fund may invest in
tax exempt obligations to the extent consistent with each Fund's investment
objective and policies. Notes sold as interim financing in anticipation of
collection of taxes, a bond sale or receipt of other revenues are usually
general obligations of the issuer.

TANs. An uncertainty in a municipal issuer's capacity to raise taxes as
a result of such events as a decline in its tax base or a rise in delinquencies
could adversely affect the issuer's ability to meet its obligations on
outstanding TANs. Furthermore, some municipal issuers mix various tax proceeds
into a general fund that is used to meet obligations other than those of the
outstanding TANs. Use of such a general fund to meet various obligations could
affect the likelihood of making payments on TANs.

BANs. The ability of a municipal issuer to meet its obligations on its
BANs is primarily dependent on the issuer's adequate access to the longer term
municipal bond market and the likelihood that the proceeds of such bond sales
will be used to pay the principal of, and interest on, BANs.

RANs. A decline in the receipt of certain revenues, such as anticipated
revenues from another level of government, could adversely affect an issuer's
ability to meet its obligations on outstanding RANs. In addition, the
possibility that the revenues would, when received, be used to meet other
obligations could affect the ability of the issuer to pay the principal of, and
interest on, RANs.

The Short/Intermediate Fund the Balanced Fund, the Bond Fund, the
Intermediate Tax-Exempt Fund and the Tax-Exempt Fund may also invest in: (1)
municipal bonds having a maturity at the time of issuance of up to 40 years that
are rated at the date of purchase "Baa" or better by Moody's Investors Service,
Inc. ("Moody's") or "BBB" or better by Standard & Poor's Corporation ("S&P");
(2) municipal notes having maturities at the time of issuance of 15 years or
less that are rated at the date of purchase "MIG 1" OR "MIG 2" (or "VMIG 1" or
"VMIG 2" in the case of an issue having a variable rate with a demand feature)
by Moody's or "SP-1+," "SP-1," or "SP-2" by S&P; and (3) municipal commercial
paper with a stated maturity of one year or less that is rated at the date of
purchase "P-2" or better by Moody's or "A-2" or better by S&P.

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<PAGE>

PUT AND CALL OPTIONS. All equity Funds, the Convertible Securities
Fund, the Bond Fund, the Government Fund, the Intermediate Tax-Exempt Fund and
the Tax-Exempt Fund may invest in covered put and covered call options and write
covered put and covered call options on securities in which they may invest
directly and that are traded on registered domestic securities exchanges. The
writer of a call option, who receives a premium, has the obligation, upon
exercise of the option, to deliver the underlying security against payment of
the exercise price during the option period. The writer of a put, who receives a
premium, has the obligation to buy the underlying security, upon exercise, at
the exercise price during the option period.

These Funds each may write put and call options on securities only if
they are "covered," and such options must remain "covered" as long as the Fund
is obligated as a writer. A call option is "covered" if a Fund owns the
underlying security or its equivalent covered by the call or has an absolute and
immediate right to acquire that security without additional cash consideration
(or for additional cash consideration if held in a segregated account by its
custodian) upon conversion or exchange of other securities held in its
portfolio. A call option is also covered if a Fund holds on a share-for-share or
equal principal amount basis a call on the same security as the call written
where the exercise price of the call held is equal to or less than the exercise
price of the call written or greater than the exercise price of the call written
if the difference is maintained by the Fund in cash, Treasury bills or other
high-grade short-term obligations in a segregated account with its custodian. A
put option is "covered" if a Fund maintains cash, Treasury bills, or other
high-grade short-term obligations with a value equal to the exercise price in a
segregated account with its custodian, or owns on a share-for-share or equal
principal amount basis a put on the same security as the put written where the
exercise price of the put held is equal to or greater than the exercise price of
the put written.

The principal reason for writing call options is to attempt to realize,
through the receipt of premiums, a greater current return than would be realized
on the underlying securities alone. In return for the premium, a Fund would give
up the opportunity for profit from a price increase in the underlying security
above the exercise price so long as the option remains open, but retains the
risk of loss should the price of the security decline. Upon exercise of a call
option when the market value of the security exceeds the exercise price, a Fund
would receive less total return for its portfolio than it would have if the call
had not been written, but only if the premium received for writing the option is
less than the difference between the exercise price and the market value. Put
options are purchased in an effort to protect the value of a security owned
against an anticipated decline in market value. A Fund may forego the benefit of
appreciation on securities sold or be subject to depreciation on securities
acquired pursuant to call or put options, respectively, written by the Fund. A
Fund may experience a loss if the value of the securities remains at or below
the exercise price, in the case of a call option, or at or above the exercise
price, in the case of a put option.

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<PAGE>

Each Fund may purchase put options in an effort to protect the value of
a security owned against an anticipated decline in market value. Exercise of a
put option will generally be profitable only if the market price of the
underlying security declines sufficiently below the exercise price to offset the
premium paid and the transaction costs. If the market price of the underlying
security increases, a Fund's profit upon the sale of the security will be
reduced by the premium paid for the put option less any amount for which the put
is sold.

The staff of the Commission has taken the position that purchased
options not traded on registered domestic securities exchanges and the assets
used as cover for written options not traded on such exchanges are illiquid
securities. The Trust and the Company have agreed that, pending resolution of
the issue, each of the Funds will treat such options and assets as subject to
such Fund's limitation on investment in securities that are not readily
marketable.

REPURCHASE AGREEMENTS. A Fund may purchase portfolio securities subject
to the seller's agreement to repurchase them at a mutually agreed upon time and
price, which includes an amount representing interest on the purchase price. A
Fund may enter into repurchase agreements only with respect to obligations that
could otherwise be purchased by the Fund. The seller will be required to
maintain in a segregated account for the Fund cash or cash equivalent collateral
equal to at least 100% of the repurchase price (including accrued interest).
Default or bankruptcy of the seller would expose a Fund to possible loss because
of adverse market action, delays in connection with the disposition of the
underlying obligations or expenses of enforcing its rights.

A Fund may not enter into a repurchase agreement if, as a result, more
than 15% (10% with respect to the Equity Fund, the Short/Intermediate Fund and
the Money Market Funds) of the market value of the Fund's total net assets would
be invested in repurchase agreements with a maturity of more than seven days and
in other illiquid securities. A Fund will enter into repurchase agreements only
with registered broker/dealers and commercial banks that meet guidelines
established by the Board of Directors or Trustees, as the case may be.

Certain of the Funds may enter into reverse repurchase agreements,
which are detailed in the Prospectus.

SECURITIES WITH PUTS. A put is not transferable by a Fund, although a
Fund may sell the underlying securities to a third party at any time. If
necessary and advisable, any Fund may pay for certain puts either separately, in
cash or by paying a higher price for portfolio securities that are acquired
subject to such a put (thus reducing the yield to maturity

14
<PAGE>

otherwise available for the same securities). The Funds expect, however, that
puts generally will be available without the payment of any direct or indirect
consideration.

All equity Funds, the Short/Intermediate Fund, the Bond Fund, the
Government Fund, the Intermediate Tax-Exempt Fund, the Tax-Exempt Fund, the
Government Money Fund, the Money Fund and the Tax-Exempt Money Fund intend to
enter into puts solely to maintain liquidity and do not intend to exercise their
rights thereunder for trading purposes. The puts will only be for periods
substantially less than the life of the underlying security. The acquisition of
a put will not affect the valuation by a Fund of the underlying security. The
actual put will be valued at zero in determining net asset value in the case of
the Money Market Funds. Where a Fund pays directly or indirectly for a put, its
costs will be reflected as an unrealized loss of the period during which the put
is held by the Fund and will be reflected in realized gain or loss when the put
is exercised or expires. If the value of the underlying security increases, the
potential for unrealized or realized gain is reduced by the cost of the put. The
maturity of a municipal obligation purchased by a Fund will not be considered
shortened by any put to which the obligation is subject.

INDEX FUTURES CONTRACTS AND OPTIONS ON INDEX FUTURES
CONTRACTS. All
equity Funds, the Convertible Securities Fund, the Bond Fund, the Government
Fund, the Intermediate Tax-Exempt Fund and the Tax-Exempt Fund may attempt to
reduce the risk of investment in equity and other securities by hedging a
portion of its portfolio through the use of futures contracts on indices and
options on such indices traded on national securities exchanges. Each of these
Funds may hedge a portion of its portfolio by selling index futures contracts to
limit exposure to decline. During a market advance or when the Portfolio
Management Agent anticipates an advance, a Fund may hedge a portion of its
portfolio by purchasing index futures or options on indices. This affords a
hedge against the Fund's not participating in a market advance at a time when it
is not fully invested and serves as a temporary substitute for the purchase of
individual securities that may later by purchased in a more advantageous manner.
A Fund will sell options on indices only to close out existing hedge positions.

A securities index assigns relative weightings to the securities in the
index, and the index generally fluctuates with changes in the market values of
these securities. A securities index futures contract is an agreement in which
one party agrees to deliver to the other an amount of cash equal to a specific
dollar amount times the difference between the value of a specific securities
index at the close of the last trading day of the contract and the price at
which the agreement is made. Unlike the purchase or sale of an underlying
security, no consideration is paid or received by a Fund upon the purchase or
sale of a securities index futures contract. When the contract is executed, each
party deposits with a broker or in a segregated custodial account a percentage
of the contract amount which may be as low as 5%, called the "initial margin."
During the term of the contract, the amount of this deposit is adjusted based on
the current value of the futures contract by payments of variation margin to or
from the broker or segregated account.

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<PAGE>

Municipal bond index futures contracts, which are based on an index of
40 tax-exempt, municipal bonds with an original issue size of at least $50
million and a rating of A or higher by S&P or A or higher by Moody's, began
trading in mid-1985. No physical delivery of the underlying municipal bonds in
the index is made. The Fund may utilize any such contracts and associated put
and call options for which there is an active trading market.

A Fund will use index futures contracts only as a hedge against changes
resulting from market conditions in the values of securities held in the Fund's
portfolio or which it intends to purchase and where the transactions are
economically appropriate to the reduction of risks inherent in the ongoing
management of the Fund. A Fund will sell index futures only if the amount
resulting from the multiplication of the then current level of the indices upon
which its futures contracts which would be outstanding, do not exceed one-third
of the value of the Fund's net assets. Also, a Fund may not purchase or sell
index futures if, immediately thereafter, the sum of the premiums paid for
unexpired options on futures contracts and margin deposits on the Fund's
outstanding futures contracts would exceed 5% of the market value of the Fund's
total assets. When a Fund purchases index futures contracts, it will deposit an
amount of cash and cash equivalents equal to the market value of the futures
contracts in a segregated account with its custodian.

There are risks that are associated with the use of futures contracts
for hedging purposes. The price of a futures contract will vary from day to day
and should parallel (but not necessarily equal) the changes in price of the
underlying securities that are included in the index. The difference between
these two price movements is called "basis." There are occasions when basis
becomes distorted. For instance, the increase in value of the hedging
instruments may not completely offset the decline in value of the securities in
the portfolio. Conversely, the loss in the hedged position may be greater than
the capital appreciation that a Fund experiences in its securities positions.
Distortions in basis are more likely to occur when the securities hedged are not
part of the index covered by the futures contract. Further, if market values do
not fluctuate, a Fund will sustain a loss at least equal to the commissions on
the financial futures transactions.

All investors in the futures market are subject to initial margin and
variation margin requirements. Rather than providing additional variation
margin, an investor may close out a futures position. Changes in the initial and
variation margin requirements may influence an investor's decision to close out
the position. The normal relationship between the securities and futures markets
may become distorted if changing margin requirements do not reflect changes in
value of the securities. The margin requirements in the futures market are
substantially lower than margin requirements in the securities market.
Therefore, increased participation by speculators in the futures market may
cause temporary basis distortion.

In the futures market, it may not always be possible to execute a buy
or sell order at the desired price, or to close out an open position due to
market conditions limits on open positions, and/or daily price fluctuation
limits. Each market establishes a limit on the amount by which the daily market
price of a futures contract may fluctuate. Once the

16
<PAGE>

market price of a futures contract reaches its daily price fluctuation limit,
positions in the commodity can be neither taken nor liquidated unless traders
are willing to effect trades at or within the limit. The holder of a futures
contract (including a Fund) may therefore be locked into its position by an
adverse price movement for several days or more, which may be to its detriment.
If a Fund could not close its open position during this period, it would
continue to be required to make daily cash payments of variation margin. The
risk of loss to a Fund is theoretically unlimited when it writes (sells) a
futures contract because it is obligated to settle for the value of the contract
unless it is closed out, regardless of fluctuations in the price of the
underlying index. When a Fund purchases a put option or call option, however,
unless the option is exercised, the maximum risk of loss to the Fund is the
price of the put option or call option purchased.

Options on securities indices are similar to options on securities
except that, rather than the right to take or make delivery of securities at a
specified price, an option on a securities index gives the holder the right to
receive, upon exercise of the option, an amount of cash if the closing level of
the securities index upon which the option is based is greater than, in the case
of a call, or less than, in the case of a put, the exercise price of the option.
This amount of cash is equal to the difference between the closing price of the
index and the exercise price of the option expressed in dollars times a
specified multiple (the "multiplier"). The writer of the option is obligated, in
return for the premium received, to make delivery of this amount. Unlike options
on securities, all settlements are in cash, and gain or loss depends on price
movements in the securities market generally (or in a particular industry or
segment of the market) rather than price movements in individual securities. A
Fund will write put options on indices only if they are covered by segregating
with the Fund's custodian an amount of cash or short-term investments equal to
the aggregate exercise price of the puts.

Except as described below, a Fund will write call options on indices
only if on such date it holds a portfolio of securities at least equal to the
value of the index times the multiplier times the number of contracts. When a
Fund writes a call option on a broadly based stock market index, it will
segregate or put into escrow with its custodian, or pledge to a broker as
collateral for the option, "qualified securities" with a market value at the
time the option is written of not less than 100% of the current index value
times the multiplier times the number of contracts. If a Fund has written an
option on an industry or market segment index, it will segregate, escrow, or
pledge "qualified securities," all of which are stocks of issuers in such
industry or market segment, with a market value at the time the option is
written of not less than 100% of the current index value times the multiplier
times the number of contracts. These stocks will include stocks that represent
at least 50% of the weighting of the industry or market segment index and will
represent at least 50% of a Fund's holdings in that industry or market segment.
No individual security will represent more than 15% of the amount segregated,
pledged or escrowed in the case of broadly based stock market index options or
25% of this amount in the case of industry or market segment index options. If
at the close of business on any day the market value of the qualified securities
so segregated, escrowed or pledged falls below 100% of the current index value
times the multiplier times the number of contracts, a Fund will segregate,
escrow or pledge

17
<PAGE>

an amount in cash, Treasury bills or other high-grade short-term obligations
equal in value to the difference. In addition, when a Fund writes a call on an
index that is in-the-money at the time the call is written, a Fund will
segregate with its custodian or pledge to the broker as collateral cash, U.S.
Government or other high-grade short-term debt obligations equal in value to the
amount by which the call is in-the-money times the multiplier times the number
of contracts. Any amount segregated pursuant to the foregoing sentence may be
applied to a Fund's obligation to segregate additional amounts in the event that
the market value of the qualified securities falls below 100% of the current
index value times the multiplier times the number of contracts. A "qualified
security" is an equity security that is listed on a national securities exchange
or traded on the National Association of Securities Dealers Automated Quotation
System against which the Equity Fund has not written a stock call option.
However, if a Fund owns a call on the same index as the call written where the
exercise price of the call owned is equal to or less than the exercise price of
the call written, or greater than the call written if the difference is
maintained by the Fund in cash, Treasury bills or other high-grade short-term
obligations in a segregated account with its custodian, it will not be subject
to the requirements described in this paragraph.

A Fund's successful use of index futures contracts and options on
indices depends upon the Portfolio Management Agent's ability to predict the
direction of the market and is subject to various additional risks. The
correlation between movements in the price of the index future and the price of
the securities being hedged is imperfect and the risk from imperfect correlation
increases as the composition of a Fund's portfolio diverges from the composition
of the relevant index. In addition, if a Fund purchases futures to hedge against
market advances before it can invest in a security in an advantageous manner and
the market declines, the Fund might create a loss on the futures contract.
Particularly in the case of options on stock indices, a Fund's ability to
establish and maintain positions will depend on market liquidity. In addition,
the ability of a Fund to close out an option depends on a liquid secondary
market. The risk of loss to a Fund is theoretically unlimited when it writes
(sells) a futures contract because a Fund is obligated to settle for the value
of the contract unless it is closed out, regardless of fluctuations in the
underlying index. There is no assurance that liquid secondary markets will exist
for any particular option at any particular time.

Although no Fund has a present intention to invest 5% or more of its
assets in index futures and options on indices, a Fund has the authority to
invest up to 25% of its net assets in such securities.

See additional risk disclosure above under "Interest Rate Futures
Contracts and Related Options".

WHEN-ISSUED PURCHASES AND FORWARD COMMITMENTS (DELAYED-
DELIVERY).
When-issued purchases and forward commitments (delayed-delivery) are commitments
by a Fund to purchase or sell particular securities with payment and delivery to
occur at a future date (perhaps one or two months later). These transactions
permit the Fund to lock-in a price or yield on a security, regardless of future
changes in interest rates.

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<PAGE>

When a Fund agrees to purchase securities on a when-issued or forward
commitment basis, the Custodian will segregate on the books of the Fund the
liquid assets of the Fund. Normally, the Custodian will set aside portfolio
securities to satisfy a purchase commitment, and in such a case the Fund may be
required subsequently to place additional assets in the separate account in
order to ensure that the value of the account remains equal to the amount of the
Fund's commitments. Because a Fund's liquidity and ability to manage its
portfolio might be affected when it sets aside cash or portfolio securities to
cover such purchase commitments, the Investment Adviser expects that its
commitments to purchase when-issued securities and forward commitments will not
exceed 25% of the value of a Fund's total assets absent unusual market
conditions.

A Fund will purchase securities on a when-issued or forward commitment
basis only with the intention of completing the transaction and actually
purchasing the securities. If deemed advisable as a matter of investment
strategy, however, a Fund may dispose of or renegotiate a commitment after it is
entered into, and may sell securities it has committed to purchase before those
securities are delivered to the Fund on the settlement date. In these cases the
Fund may realize a capital gain or loss for federal income tax purposes.

When a Fund engages in when-issued and forward commitment transactions,
it relies on the other party to consummate the trade. Failure of such party to
do so may result in the Fund's incurring a loss or missing an opportunity to
obtain a price considered to be advantageous.

The market value of the securities underlying a when-issued purchase or
a forward commitment to purchase securities, and any subsequent fluctuations in
their market value, are taken into account when determining the market value of
a Fund starting on the day the Fund agrees to purchase the securities. A Fund
does not earn interest on the securities it has committed to purchase until they
are paid for and delivered on the settlement date.

ZERO COUPON SECURITIES. A zero coupon security, which may be purchased
by each of the Funds except the Convertible Securities Fund, is a debt
obligation that does not entitle the holder to any periodic payments of interest
prior to maturity and therefore is issued and traded at a discount from its face
amount. Zero coupon securities may be created by separating the interest and
principal components of securities issued or guaranteed by the United States
Government or one of its agencies or instrumentalities or issued by private
corporate issuers. These securities are not obligations issued or guaranteed by
the United States Government. Typically, a custodian bank or investment
brokerage firm holding the security has separated ("stripped") the unmatured
interest coupons from the underlying principal. The holder may then resell the
stripped securities. The stripped coupons are sold separately from the
underlying principal, usually at a deep discount because the buyer receives only
the right to receive a fixed payment on the security upon maturity and does not
receive any rights to reinvestment of periodic interest (cash) payments. Because
the rate to be earned on these reinvestments may be higher or lower than the
rate quoted on the interest-paying obligations at the time of the original
purchase, the investor's return on

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<PAGE>

investments is uncertain even if the securities are held to maturity. This
uncertainty is commonly referred to as reinvestment risk. With zero coupon
securities, however, there are no cash distributions to reinvest, so investors
bear no reinvestment risk if they hold the zero coupon securities to maturity;
holders of zero coupon securities, however, forego the possibility of
reinvesting at a higher yield than the rate paid on the originally issued
security. With both zero coupon securities and interest-paying securities there
is no reinvestment risk on the principal amount of the investment. When held to
maturity, the entire return from such instruments is determined by the
difference between such instrument's purchase price and its value at maturity.
Because interest on zero coupon securities is not paid on a current basis, the
values of securities of this type are subject to greater fluctuations than are
the values of securities that distribute income regularly. In addition, a Fund's
investment in zero coupon securities will result in special tax consequences.
Although zero coupon securities do not make interest payments, for tax purposes,
a portion of the difference between the security's maturity value and its
purchase price is imputed income to a Fund each year. Under the federal tax laws
applicable to investment companies, a Fund will not be subject to tax on its
income if it pays annual dividends to its shareholders substantially equal to
all the income received from, and imputed to, its investments during the year.
Because imputed income must be paid to shareholders annually, a Fund may need to
borrow money or sell securities to meet certain dividend and redemption
obligations. In addition, the sale of securities by a Fund may increase its
expense ratio and decrease its rate of return.

RATINGS

After purchase by the Funds, a security may cease to be rated or its
rating may be reduced below the minimum required for purchase by the Funds.
Neither event will require the Funds to sell such security unless the amount of
such securities exceeds permissible limits established in the Prospectuses.
However, the Portfolio Management Agent will reassess promptly whether the
security presents minimal credit risks and determine whether continuing to hold
the security is in the best interests of the Fund. A Money Market Fund may be
required to sell a security downgraded below the minimum required for purchase,
absent a specific finding by the Company's Board of Directors that a sale is not
in the best interests of the Fund. To the extent the ratings given by any
nationally recognized statistical rating organization may change as a result of
changes in such organizations or in their rating systems, the Funds will attempt
to use comparable ratings as standards for investments in accordance with the
investment policies contained in the Prospectuses and in this Statement of
Additional Information.

For additional information on ratings, see Appendix A to this Statement
of Additional Information.

INVESTMENT RESTRICTIONS

No Fund may:
(1) issue senior securities or borrow money (except that each Fund may
borrow from banks up to 10% of the current value of such Fund's net assets for
temporary purposes

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<PAGE>

only in order to meet redemptions, and these borrowings may be secured by the
pledge of not more than 10% of the current value of the Fund's total assets, but
investments may not be purchased by such Fund while, with respect to the Equity
Fund, the Short/Intermediate Fund and the Money Market Funds, any such borrowing
exists and, with respect to the remaining Funds, any aggregate borrowings in
excess of 5% exist);

(2) pledge or mortgage its assets (except that each Fund may pledge its
assets as described in (1) above and (i) to secure letters of credit solely for
the purpose of participating in a captive insurance company sponsored by the
Investment Company Institute to provide fidelity and directors' and officers'
liability insurance or (ii) to a broker for the purpose of collateralizing
investments, such as stock index futures contracts and put options);

(3) make loans, except loans of portfolio securities and except that
each Fund may purchase or hold a portion of an issue of publicly distributed
bonds, debentures or other obligations, purchase negotiable certificates of
deposit and bankers' acceptances and enter into repurchase agreements with
respect to its portfolio securities;

(4) if such Fund is the Equity Fund, the Short/Intermediate Fund or a
Money Market Fund, invest an amount in excess of 10% of the current value of
such Fund's net assets in repurchase agreements having maturities of more than
seven days, variable amount master demand notes having notice periods of more
than seven days, fixed time deposits that are subject to withdrawal penalties
and have maturities of more than seven days, securities that are not readily
marketable and other illiquid securities (including certain GICs and BICs);

(5) purchase or sell real estate (other than securities secured by real
estate or interests therein, securities backed by mortgages or securities issued
by companies that invest in real estate or interests therein), real estate
limited partnerships, commodities or commodity contracts (except (i) with
respect to the Short/Intermediate Fund, the Equity Fund and the Money Market
Funds, stock index futures and options on stock indices, (ii) with respect to
the International Fund, futures, options, options on futures and forward
contracts, and (iii) with respect to the remaining Funds, futures, options and
options on futures);

(6) purchase securities on margin (except (i) with respect to the
Equity Fund, the Short/Intermediate Fund and the Money Market Funds, for
short-term credits necessary for the clearance of transactions and margin
payments in connection with transactions in stock index futures contracts, and
(ii) with respect to the remaining Funds, for short-term credits necessary for
the clearance of transactions and margin payments in connection with
transactions in futures, options and options on futures) or make short sales of
securities;

(7) underwrite securities of other issuers, except to the extent that
the purchase of municipal obligations or other permitted investments directly
from the issuer thereof or from

21
<PAGE>

an underwriter for an issuer and the later disposition of such securities in
accordance with any Fund's investment program may be deemed to be an
underwriting;

(8) make investments for the purpose of exercising control or
management; or

(9) if the Fund is the Short/Intermediate Fund, the Equity Fund or a
Money Market Fund, purchase securities of other investment companies, except
securities of certain money market funds in accordance with the respective
Fund's investment objectives and policies and to the extent permissible under
the 1940 Act, and except in connection with a merger, consolidation,
acquisition, spin-off or reorganization.

In addition, the Money Market Funds may not write, purchase, or sell
puts, calls, warrants or options or any combinations thereof, except that these
Funds may purchase securities with put rights in order to maintain liquidity,
nor may they purchase equity securities or securities convertible into equity
securities, except as provided in investment restriction number 9.

In addition, the Equity Fund may not invest in securities of companies
that have been in business less than three years.

In addition, the Short/Intermediate Fund may not invest more than 5% in
securities of issuers that have been in business less than three years. (For
purposes of the above-described investment limitation, issuers include
predecessors, sponsors, controlling persons, general partners, guarantors and
originators of underlying assets which have less than three years of continuous
operation or relevant business experience.)

Each of the foregoing investment restrictions is a fundamental policy
of each of the Funds that may be changed only when permitted by law and approved
by the holders of a majority of such Fund's outstanding voting securities, as
described under "Capital Stock."

In addition to the above fundamental investment policies, each of the
following investment restrictions may be changed at any time by the Board of
Trustees or Directors, as the case may be.

No Fund may:
(1) invest more than 5% of its net assets in warrants, valued at the
lower of cost or market, and no more than 2% of its net assets may be invested
in warrants that are not listed on the New York or American Stock Exchanges.
(Warrants acquired in units or attached to securities may be deemed to be
without value.);

(2) invest in oil, gas and other mineral leases, exploration or
development programs; or

(3) purchase or retain the securities of any issuer if the officers,
directors or partners of the Trust or the Company, as the case may be, its
Investment Adviser, Investment Sub-

22
<PAGE>

Adviser (with respect to the International Fund), Portfolio Management Agent or
Administrator owning beneficially more than one-half of 1% of the securities of
each issuer together own beneficially more than 5% of such securities.

Whenever any investment restriction states a maximum percentage of a
Fund's assets, it is intended that if the percentage limitation is met at the
time the action is taken, subsequent percentage changes resulting from
fluctuating asset values will not be considered a violation of such
restrictions, except that at no time may the value of the illiquid securities
held by a Money Market Fund exceed 10% of the Fund's total assets.

The Trust cannot accurately predict the portfolio turnover of the
Funds. With respect to each of the equity Funds, other than the Equity Fund and
the Small-Cap Fund, portfolio turnover generally will be less than 100%. With
respect to the Small-Cap Fund, portfolio turnover generally will be less than
200%. With respect to the fixed income Funds, other than the Short/Intermediate
Fund, portfolio turnover generally will be less than 200%. The portfolio
turnover rates for the Equity Fund and the Short/Intermediate Fund are shown in
the Prospectuses relating to those Funds under "Financial Highlights." High
portfolio turnover rates can result in corresponding increases in borkerage
commissions and other transaction costs, which are borne directly by a Fund, and
may result in the realization of short-term capital gains which are taxable to
shareholders as ordinary income. See "Portfolio Transactions" and "Federal
Income Taxes."

MANAGEMENT

TRUSTEES, DIRECTORS AND OFFICERS

The principal occupations of the Trustees and executive officers of the
Trust and the Directors and executive officers of the Company for the past five
years and their ages are listed below. The address of each, unless otherwise
indicated, is One Exchange Place, Boston, Massachusetts 02109. Trustees and
Directors deemed to be "interested persons" of the Trust or the Company, as the
case may be, for purposes of the 1940 Act are indicated by an asterisk.

23
<PAGE>

*EDGAR R. FIEDLER, Trustee and Director - 845 Third Avenue, New York, New York
10022. Age 65. Vice President and Economic Counsellor, The Conference Board
since 1975; Director or Trustee, The Stanley Works, AARP Income Trust, AARP
Insured Tax Free Income Trust, AARP Cash Investment Fund, Brazil Fund, Scudder
Institutional Fund, Scudder Fund, Inc., Zurich American Insurance Company,
Emerging Mexico Fund and Center for Policy Research of the American Council for
Capital Formation. Formerly Assistant Secretary of the Treasury for Economic
Policy (1971-1975).

C. GARY GERST, Trustee and Director and Chairman of the Board of Directors and
Trustees - 11 South La Salle Street, Chicago, Illinois 60603. Age 56. Chairman
Emeritus since 1993 and formerly Co-Chairman, La Salle Partners Ltd. (Real
Estate Developer and Manager). Director, Trustee or Partner, La Salle Street
Fund Inc., La Salle Street Fund Inc. of Delaware, DEL-LPL Limited Partnership
and DEL-LPAML Limited Partnership.

JOHN W. McCARTER, JR., Trustee and Director - 225 West Wacker Drive, Suite 1700,
Chicago, Illinois 60606. Age 57. Senior Vice President and former Director of
Boozo Allen & Hamilton, Inc. (Consulting Firm); Director of W.W. Grainger, Inc.
and A.M. Castle, Inc.

ERNEST M. ROTH, Trustee and Director - 205 Abingdon Avenue, Kenilworth, Illinois
60043. Age 67. Consultant since 1992. Formerly, Senior Vice President and Chief
Financial Officer, Commonwealth Edison Company. Director of LaRabida Children's
Hospital and Chairman of LaRabida Children's Foundation.

RICHARD H. ROSE, President and Treasurer of the Trust and the Company - Age 39.
Vice President, First Data Investor Services Group, Inc., since May 6, 1994.
Formerly Senior Vice President, The Boston Company Advisors, Inc.

PATRICIA L. BICKIMER, President and Secretary of the Trust and the Company - Age
42. Vice President and Associate General Counsel, First Data Investor Services
Group, Inc., since May 6, 1994; Formerly, Vice President and Associate General
Counsel, The Boston Company Advisors, Inc.

LISA A. ROSEN, Assistant Secretary of the Trust and the Company - Age 28.
Counsel, First Data Investor Services Group, Inc., since May 6, 1994. Formerly,
Assistant Vice President and Counsel with The Boston Company Advisors, Inc.;
Associate with Hutchins, Wheeler & Dittmar.

Trustees of the Trust and Directors of the Company receive from the
Trust and the Company, respectively, an annual fee in addition to a fee for each
Board of Trustees or Directors meeting, as the case may be, and Board committee
meeting attended and are reimbursed for all out-of-pocket expenses relating to
attendance at meetings.

24
<PAGE>

The following table summarizes the compensation paid by the Company to
the Directors of the Company for the fiscal year ended December 31, 1995:

Pension or
Retirement Benefits Estimated Annual Total
Compensation
Name of Person, Aggregate Compensation Accrued as Part Benefits upon
from the Company
Position from the Company of Fund Expenses Retirement and
Fund Complex
- -------- ---------------- ---------------- ---------- ----------------
<S> <C> <C> <C>
<C>
Edgar R. Fiedler, $20,000 (1) None None $20,000
Director

C. Gary Gerst, $20,000 None None $20,000
Director

John W. $ 0 None None $ 0
McCarter, Jr.
Director(2)

Ernest M. Roth, $20,000 None None $20,000
Director
- --------------------------
</TABLE>

(1) For the period June 1988 through December 31, 1995, the total amount of
compensation (including interest) payable or accrued for Mr. Fiedler was
$171,192.07 pursuant to the Company's Deferred Compensation Plan for its
Independent Directors.

(2) Mr. McCarter became a Director of the Company in October, 1995.

The Trust was not in operation during the fiscal year ended December
31, 1995.

As of January 31, 1996, the principal holders of each Fund of the
Company were as follows:

The Government Money Fund - Class A Shares. Harris Trust & Savings
Bank, Chicago, Illinois 60603, held of record 255,211,536 shares, equal to
96.40% of the outstanding shares of the Government Money Fund - Class A Shares.

The Government Money Fund - Institutional Shares. Harris Trust &
Savings Bank, Chicago, Illinois 60603, held of record 31,248,318 shares, equal
to 99.99% of the outstanding shares of the Government Money Fund - Institutional
Shares.

The Money Fund - Class A Shares. Harris Trust & Savings Bank, Chicago,
Illinois 60603, held of record 512,077,635 shares, equal to 95.79% of the
outstanding shares of the Money Fund - Class A Shares.

25
<PAGE>

The Money Fund - Institutional Shares. Harris Trust & Savings Bank,
Chicago, Illinois 60603, held of record 214,334,587 shares, equal to 99.99% of
the outstanding shares of the Money Fund - Institutional Shares.

The Tax-Exempt Money Fund - Class A Shares. Harris Trust & Savings
Bank, Chicago, Illinois 60603, held of record 174,081,221 shares equal to 90.05%
of the outstanding shares of the Tax-Exempt Money Fund - Class A Shares.

The Tax-Exempt Money Fund - Institutional Shares. Harris Trust &
Savings Bank, Chicago, Illinois 60603, held of record 280,623,069 shares equal
to 99.99% of the outstanding shares of the Tax-Exempt Money Fund - Institutional
Shares.

The Equity Fund - Class A Shares. Harris Trust & Savings Bank, Chicago,
Illinois 60603, Integra Trust Services, Pittsburgh, Pennsylvania 15278-2232,
FNRO/Arvest Bank, 201 West Walnut Street, P.O. Box 939, Rogers, Arizona 72756,
American State Bank & Trust, Dickenson, North Dakota 58602-1408, and Herget &
Co., 33 S. 4th Street, Pekin, Illinois 61554-4202, held of record 1,543,359,
1,283,579, 373,186,244, 244,203 and 294,927, respectively, equal to 32.63%,
27.14%, 7.89%, 5.16% and 6.24%, respectively of the outstanding shares of the
Equity Fund - Class A Shares.

The Short/Intermediate Fund - Class A Shares. Harris Trust & Savings
Bank, Chicago, Illinois 60603, and Eastern Illinois University, 1200 Harbor
Blvd., 3rd Floor, Weehaukin, New Jersey, 07087, held of record, 4,031,259 and
250,646 shares, equal to 81.62% and 5.07%, respectively of the outstanding
shares of the Short/Intermediate Fund - Class A Shares.

As of January 31, 1996, Directors and officers of the Company as a
group beneficially owned less than 1% of the outstanding shares of each of the
Company's Funds.

As of January 31, 1996, Trustees and officers of the Trust as a group
beneficially owned less than 1% of the outstanding shares of the Trust's Funds.

Investment Adviser, Investment and Portfolio Management Agent. Each of the Funds
is advised by Harris Trust. With respect to the Tax-Exempt Money Fund, the
Advisory Contract with Harris Trust provides that Harris Trust is responsible
for all Fund purchase and sale transactions and that Harris Trust shall furnish
to the Fund investment guidance and policy direction in connection with the
daily portfolio management of the Fund. With

26
<PAGE>

respect to Funds other than the Tax-Exempt Money Fund, Harris Trust has entered
into Portfolio Management Contracts with Harris Investment Management, Inc.
("HIM") under which HIM is responsible for all Fund purchase and sale
transactions and for providing all such daily portfolio management services to
such Funds. Under the Portfolio Management Contracts, Harris Trust remains
responsible for the supervision and oversight of HIM's performance.

Harris Trust or HIM provides to the Funds, among other things, money
market security and fixed income research, analysis and statistical and economic
data and information concerning interest rate and security market trends,
portfolio composition and credit conditions. HIM analyzes key financial ratios
that measure the growth, profitability, and leverage of issuers in order to help
maintain a portfolio of above-average quality. Emphasis placed on a particular
type of security will depend on an interpretation of underlying economic,
financial and security trends. The selection and performance of securities is
monitored by a team of analysts dedicated to evaluating the quality of each
portfolio holding.

The Advisory Contract and the Portfolio Management Contract with
respect to the Equity Income Fund, the Growth Fund, the Small-Cap Fund, the
Index Fund, the International Fund, the Balanced Fund, the Convertible
Securities Fund, the Bond Fund, the Government Fund, the Intermediate Tax-Exempt
Fund and the Tax-Exempt Fund will continue in effect for a period of two years
from February 23, 1996, and thereafter from year to year provided the
continuance is approved annually (i) by the holders of a majority of the
respective Fund's outstanding voting securities or by the Board of Trustees and
(ii) by a majority of the Trustees of the Trust who are not parties to the
Advisory Contract or the Portfolio Management Contract or "interested persons"
(as defined in the 1940 Act) of any such party. Such Advisory Contract may be
terminated on 60 days' written notice by either party and will terminate
automatically if assigned.

With respect to the remaining Funds, the Advisory Contracts and, with
respect to the remaining Funds other than the Tax-Exempt Money Fund, the
Portfolio Management Contracts will continue in effect from year to year,
provided that such continuance is specifically approved as described in the
immediately preceding paragraph.

For the fiscal years ended December 31, 1995, 1994, 1993 and 1992, the
Investment Adviser was entitled to receive fees from the Funds in the following
amounts: the Government Money Fund, $335,725, $274,034, $968,132, and $768,659;
the Money Fund, $675,821, $490,129, $1,294,047 and $1,287,743; the Tax-Exempt
Money Fund, $454,684, $238,488, $712,327 and $806,494; the Equity Fund,
$365,839, $332,754, $276,938 and $223,464; and the Short/Intermediate Fund,
$327,473, $411,562, $561,536 and $411,570, respectively. The remaining Funds
were not in operation during the fiscal years ended December 31, 1995, 1994,
1993 and 1992.

27
<PAGE>

Waivers by the Investment Adviser of fees to which it was entitled for
each period amounted to: the Government Money Fund, $0, $0, $154,970 and
$54,784; the Money Fund, $0, $0, $314,673 and $332,996; the Tax-Exempt Money
Fund, $0, $0, $227,660 and $174,440; the Equity Fund, $0, $4,974, $3,823 and
$5,222; and the Short/Intermediate Fund, $166,376, $191,603, $231,916 and
$173,550.

Administrators. First Data Investor Services Group, Inc. ("First Data")
and PFPC Inc. ("PFPC") (the "Administrators") serve as the Funds' administrators
pursuant to an Administration Agreement and an Administration and Accounting
Services Agreement, respectively. First Data has agreed to maintain office
facilities for the Funds; furnish clerical support and stationery and office
supplies; prepare and file various reports with the appropriate regulatory
agencies; and prepare various materials required by the Commission or any state
securities commission having jurisdiction over the Company. PFPC has agreed to
provide accounting and bookkeeping services for the Funds, including the
computation of each Fund's net asset value, net income and realized capital
gains, if any.

Distributor. Funds Distributor, Inc. (the "Distributor") has entered
into a Distribution Agreement with the Company and with the Trust, as the case
may be, pursuant to which it has the responsibility of distributing shares of
the Funds.

Other Information Pertaining to Distribution, Administration, Custodian
and Transfer Agency Agreements. PFPC Inc., the Funds' Transfer Agent and one of
the Funds' two administrators, is an affiliate of PNC Bank, N.A., the Company's
Custodian. PFPC Inc. and PNC Bank, N.A. are not affiliates of First Data and
Funds Distributor, Inc., and none of the aforenamed entities is an affiliate of
Harris Investment Management, Inc.

The Trust's (or the Company's, as the case may be) contracts with the
Investment Adviser, Investment Sub-Adviser, Portfolio Management Agent,
Administrators, Transfer Agent and Custodian (the "Contractors") provide that
if, in any fiscal year, the total expenses of a Fund incurred by, or allocated
to, the Fund (excluding taxes, interest, brokerage commissions and other
portfolio transaction expenses, other expenditures that are capitalized in
accordance with generally accepted accounting principles and extraordinary
expenses and payments under plans of the Fund adopted pursuant to Rule 12b-1
under the Act (the "Service Plans"), but including the fees provided for in the
Advisory Contracts and the Administration Agreement) exceed the most restrictive
expense limitation applicable to the Fund imposed by the securities laws or
regulations of the states in which the Fund's shares are registered for sale,
such parties shall waive their fees proportionately under the Advisory Contract
with respect to the Tax-Exempt Money Fund and the Portfolio Management Contracts
with respect to all other Funds and fee agreement with the Funds'
Administrators, Transfer Agent and Custodian for the fiscal year to the extent
of the excess or reimburse the excess, but only to the extent of their
respective fees. The Trust and the Company believe that currently the most
restrictive applicable expense limitation is 2.5% of the first $30 million of
average net assets, 2% of the next $70 million of average net assets and 1.5% of
average net assets in excess of $100 million. No such waivers were necessary in
1994.

<PAGE>

SERVICE PLANS

As indicated in the Prospectuses, the Funds have adopted Service Plans
under Section 12(b) of the 1940 Act and Rule 12b-1 promulgated thereunder ("Rule
12b-1"). With respect to the Money Market Funds, the Service Plans only relate
to Class A and Class B Shares of each such Fund. With respect to the remaining
Funds (the "Non-Money Market Funds"), the Service Plans only relate to Class A
Shares of each such Fund. Each Service Plan has been adopted by the Board of
Trustees or Directors, as the case may be, including a majority of the Trustees
or Directors who were not "interested persons" (as defined by the 1940 Act) of
the Trust or the Company, and who had no direct or indirect financial interest
in the operation of the Service Plan or in any agreement related to the Plan
(the "Qualified Trustees" or "Qualified Directors", as the case may be). Each
Service Plan will continue in effect from year to year if such continuance is
approved by a majority vote of both the Trustees of the Trust or the Directors
of the Company, as the case may be, and the Qualified Trustees or Directors.
Agreements related to the Service Plans must also be approved by such vote of
the Trustees or Directors and the Qualified Directors or Qualified Trustees. The
Service Plans will terminate automatically if assigned, and may be terminated at
any time, without payment of any penalty, by a vote of a majority of the
outstanding voting securities of the proper Fund. No Service Plan may be amended
to increase materially the amounts payable to Service Agents without the
approval of a majority of the outstanding voting securities of the proper Fund,
and no material amendment to a Service Plan may be made except by a majority of
both the Trustees of the Trust or Directors of the Company, as the case may be,
and the Qualified Trustees or Directors.

Each Service Plan requires that certain service providers furnish to
the Trustees or Directors, as the case may be, and the Trustees or Directors
shall review, at least quarterly, a written report of the amounts expended (and
purposes therefore) under such Service Plan. Rule 12b-1 also requires that the
selection and nomination of the Trustees or Directors who are not "interested
persons" of the Trust or the Company, respectively, be made by such
disinterested Trustees or Directors.

Service Plan - Money Market Funds
Each Money Market Fund has entered into an agreement with each
institution ("Service Organization") which purchases Class A or Class B Shares
on behalf of its customers ("Customers"). In the case of Class A Shares, the
Service Organization is required to provide shareholder support services to its
Customers who beneficially own such Shares in consideration of the payment of up
to 0.35% (on an annualized basis) of the average daily net asset value of that
Money Market Fund's Class A Shares held by the Service Organization for the
benefit of Customers. Support services will include: (i) aggregating and
processing purchase and redemption requests from Customers and placing net
purchase and redemption orders with the Money Market Fund's Distributor; (ii)
processing dividend payments from the Money Market Fund on behalf of Customers;
(iii) providing information periodically to Customers showing their positions in
the Money Market Fund's shares; (iv) arranging for bank wires; (v) responding to
Customer inquiries

29
<PAGE>

relating to the services performed by the Service Organization and handling
correspondence; (vi) forwarding shareholder communications from the Money Market
Fund (such as proxies, shareholder reports, annual and semi-annual financial
statements, and dividend, distribution and tax notices) to Customers; (vii)
acting as shareholder of record and nominee; (viii) arranging for the
reinvestment of dividend payments; and (ix) other similar account administrative
services. In addition, the Service Organization will provide assistance in
connection with the distribution of shares to Customers, including the
forwarding to Customers of prospectuses, sales literature and advertising
materials provided by the Distributor of shares.

A Service Organization serving holders of Class B Shares of a Money
Market Fund will provide the services set forth in (i), (v) and (vii) and may
receive one or more of the services set forth in (ii), (iii), (iv) and (viii)
above. In consideration of the services to be rendered under the Servicing
Agreement with respect to Class B Shares, the Fund will pay the Service
Organization up to 0.25% (on an annualized basis) of the average daily net asset
value of the Class B Shares held by the Service Organization.

In addition, a Service Organization, at its option, may also provide to
its holders of either Class A or Class B Shares (a) a service that invests the
assets of their other accounts with the Service Organization in the Money Market
Fund's shares (sweep program); (b) sub-accounting with respect to shares owned
beneficially or the information necessary for sub-accounting; and (c)
checkwriting services.

There is no Service Plan in existence with respect to the Class C
Shares (known herein as Institutional Shares) of the Money Market Funds.

Service Plan - Non-Money Market Funds
Each Non-Money Market Fund (i.e. the Equity Fund, the Equity Income
Fund, the Growth Fund, the Small-Cap Fund, the Index Fund, the International
Fund, the Balanced Fund, the Convertible Securities Fund, the Short/Intermediate
Fund, the Bond Fund, the Government Fund, the Intermediate Tax-Exempt Fund and
the Tax-Exempt Fund) bears the costs and expenses in connection with advertising
and marketing the Fund's Class A Shares and pays the fees of financial
institutions (which may include banks), securities dealers and other industry
professionals, such as investment advisors, accountants and estate planning
firms (collectively, "Service Agents") for servicing activities, as described
below, at a rate of up to 0.25% per annum of the value of the Fund's average
daily net assets with respect to its Class A Shares.

Servicing activities provided by Service Agents to their customers
investing in Class A Shares of the Non-Money Market Funds may include, among
other things, one or more of the following: establishing and maintaining
shareholder accounts and records; processing purchase and redemption
transactions; answering customer inquiries regarding the Fund; assisting
customers in changing dividend options; account designations and addresses;
performing sub-accounting; investing customer cash account balances
automatically in Fund shares; providing periodic statements showing a customer's
account balance and integrating

30
<PAGE>

such statements with those of other transactions and balances in the customer's
other accounts serviced by the Service Agent; arranging for bank wires;
distribution and such other services as a Fund may request, to the extent the
Service Agent is permitted by applicable statute, rule or regulation.

There is no Service Plan in existence with respect to the Institutional
Shares of the Non-Money Market Funds.

Service Organization fees paid to Harris Trust for the period ended
December 31, 1995 were $719,382, $1,390,583 and $418,768 (net of voluntary
waivers of $246,666, $435,596 and $117,751) for the Class A Shares of the
Government Money Fund, Money Fund and Tax-Exempt Money Fund, respectively. There
were no Service Organization fees payable during the period ended December 31,
1995 for the Institutional Shares of the Money Market Funds. To date, no
payments have been made with respect to the Non-Money Market Funds' Service
Plans.

CALCULATION OF YIELD AND TOTAL RETURN

The Company makes available various yield quotations with respect to
shares of each class of shares of the Money Market Funds. Each of these amounts
was calculated based on the 7-day period ended December 31, 1995, by calculating
the net change in value, exclusive of capital changes, of a hypothetical account
having a balance of one share at the beginning of the period, dividing the net
change in value by the value of the account at the beginning of the base period
to obtain the base period return, and multiplying the base period return by
365/7, with the resulting yield figure carried to the nearest hundredth of one
percent. The net change in value of an account consists of the value of
additional shares purchased with dividends from the original share plus
dividends declared on both the original share and any such additional shares
(not including realized gains or losses and unrealized appreciation or
depreciation) less applicable expenses. Effective yield quotations for Class A
Shares and Institutional Shares of each of the Money Market Funds are also made
available. These amounts are calculated in a similar fashion to yield, except
that the base period return is compounded by adding 1, raising the sum to a
power equal to 365 divided by 7, and subtracting 1 from the result, according to
the following formula:

EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1) 365/7 ] -1

Current yield for all of the Money Market Funds will fluctuate from
time to time, unlike bank deposits or other investments that pay a fixed yield
for a stated period of time, and does not provide a basis for determining future
yields.

The yields of Class A Shares and Institutional Shares of each of the
following Money Market Funds for the 7-day period ended December 31, 1995, were
5.08% and 5.37% for the Government Money Fund, 5.37% and 5.63% for the Money
Fund and 3.72% and 3.98% for the Tax-Exempt Money Fund. The effective yields for
the same period were

31
<PAGE>

5.21% and 5.51% for the Government Money Fund, 5.51% and 5.79% for the Money
Fund and 3.79% and 4.06% for the Tax-Exempt Money Fund, respectively. Class A
and Class B Shares of the Money Market Funds bear the expenses of fees paid to
Service Organizations. As a result, at any given time, the net yield of Class A
Shares could be up to 0.35% lower than the net yield of Institutional Shares,
and the net yield of Class B Shares could be up to 0.25% lower than the net
yield of Institutional Shares of the Money Market Funds. Class B Shares of the
Money Market Funds had not been issued as of December 31, 1995.

From time to time each of the Money Market Funds may advertise its
"30-day average yield" and its "monthly average yield." Such yields refer to the
average daily income generated by an investment in such Fund over a 30-day
period, as appropriate, (which period will be stated in the advertisement).

A standardized "tax-equivalent yield" may be quoted for the Tax-Exempt
Money Fund, the Tax-Exempt Fund and the Intermediate Tax-Exempt Fund, which is
computed by: (a) dividing the portion of the Fund's yield (as calculated above)
that is exempt from Federal income tax by one minus a stated Federal income
rate; and (b) adding the figure resulting from (a) above to that portion, if
any, of the yield that is not exempt from federal income tax. For the 7-day
period ended December 31, 1995, the effective tax equivalent yield of the Class
A Shares and Institutional Shares of the Tax-Exempt Money Fund were 5.49% and
5.88% respectively, based on a stated tax rate of 31%.

The Trust or the Company, as the case may be, makes available 30-day
yield quotations with respect to Class A and Class B Shares of the Non-Money
Market Funds. As required by regulations of the Commission, the 30-day yield is
computed by dividing a Fund's net investment income per share earned during the
period by the net asset value on the last day of the period. The average daily
number of shares outstanding during the period that are eligible to receive
dividends is used in determining the net investment income per share. Income is
computed by totaling the interest earned on all debt obligations during the
period and subtracting from that amount the total of all recurring expenses
incurred during the period. The 30-day yield is then annualized assuming
semi-annual reinvestment and compounding of net investment income.

The 30-day yields for the period ended December 31, 1995, were 1.29%
for Class A Shares of the Equity Fund and 5.33% for Class A Shares of the
Short/Intermediate Fund. Institutional Shares of these Funds had not been issued
as of December 31, 1995.

The Trust or the Company, as the case may be, also makes available
total return quotations for Class A and Institutional Shares of each of the
Non-Money Market Funds. Average annual total return for Class A Shares of the
Equity Fund from February 26, 1988 (commencement of operations) through December
31, 1995 and the annual total return for the fiscal years ended December 31,
1994 and 1995 were 13.21%, (6.48)% and (30.14)%, respectively. The average
annual total return for Class A Shares of the Equity Fund for the five year
period ended December 31, 1995 was 15.72%. Average annual total return for Class
A Shares of the Short/Intermediate Fund from April 1, 1991 (commencement of

32
<PAGE>

operations) through December 31, 1995 was 7.00%. The annual total return for the
fiscal years ended December 31, 1994 and 1995 were (5.75)% and 8.70%,
respectively. Each of these amounts is computed by assuming a hypothetical
initial investment of $10,000 and reflects the imposition of the maximum sales
charge. It is assumed that all of the dividends and distributions by each Fund
over the specified period of time were reinvested. It was then assumed that at
the end of the specified period, the entire amount was redeemed. The average
annual total return was then calculated by calculating the annual rate required
for the initial investment to grow to the amount that would have been received
upon redemption.

The Funds may also calculate an aggregate total return which reflects
the cumulative percentage change in value over the measuring period. The
aggregate total return can be calculated by dividing the amount received upon
redemption by the initial investment and subtracting one from the result. The
aggregate total return for Class A Shares of the Equity Fund from February 26,
1988 (commencement of operations) through December 31, 1995 and the aggregate
total return for the fiscal years ended December 31, 1994 and 1995 were 164.93%,
(6.48)% and 30.14%, respectively. The aggregate total return for Class A Shares
of the Short/Intermediate Fund for the period from April 1, 1991 (commencement
of operations) through December 31, 1995 and the aggregate total return for the
fiscal years ended December 31, 1994 and 1995 were 37.94%, and (5.75)% and
8.70%, respectively. The remaining Non-Money Market Funds had not commenced
operations as of December 31, 1995.

Current yield and total return for the Non-Money Market Funds will
fluctuate from time to time, unlike bank deposits or other investments which pay
a fixed yield for a stated period of time, and do not provide a basis for
determining future yields. Yield (or total return) is a function of portfolio
quality, composition, maturity and market conditions as well as expenses
allocated to the Funds.

Performance data of the Funds may be compared to those of other mutual
funds with similar investment objectives and to other relevant indices, such as
those prepared by Salomon Brothers Inc. or Lehman Brothers Inc., or any of their
affiliates or to ratings prepared by independent services or other financial or
industry publications that monitor the performance of mutual funds. For example,
such data is reported in national financial publications such as IBC/Donoghue's
Money Fund Report and Bank Rate Monitor (for money market deposit accounts
offered by the 50 leading banks and thrift institutions in the top five
metropolitan statistical areas). Money Magazine, Forbes, Barron's, The Wall
Street Journal and The New York Times, reports prepared by Lipper Analytical
Services and publications of a local or regional nature. Performance information
may be quoted numerically or may be presented in a table, graph or other
illustrations. All performance information advertised by the Funds is historical
in nature and is not intended to represent or guarantee future results.

In addition, investors should recognize that changes in the net asset
value of shares of the Non-Money Market Funds will affect the yield of such
Funds for any specified period, and such changes should be considered together
with each such Fund's yield in ascertaining

33
<PAGE>

the Fund's total return to shareholders for the period. Yield information for
all of the Funds may be useful in reviewing the performance of the Fund and for
providing a basis for comparison with investment alternatives. The yield of a
Fund, however, may not be comparable to other investment alternatives because of
differences in the foregoing variables and differences in the methods used to
value portfolio securities, compute expenses and calculate yield.

OTHER INFORMATION REGARDING INVESTMENT RETURNS. The
Intermediate
Tax-Exempt Fund, the Tax-Exempt Fund and the Tax-Exempt Money Fund may
illustrate in advertising or sales literature the benefits of tax-exempt
investing. For example, Table 1 shows taxpayers how to translate Federal tax
savings from investments the income on which is not subject to Federal income
tax into an equivalent yield from a taxable investment. The yields shown in
Table 1 are for illustration purposes only and are not intended to represent
current or future yields for the Funds, which may be higher or lower than the
yields shown.

TABLE 1

[To Be Provided]

DETERMINATION OF NET ASSET VALUE

As also indicated under "Determination of Net Asset Value" in the
Prospectuses, each of the Money Market Funds uses the amortized cost method to
determine the value of its portfolio securities pursuant to Rule 2a-7 under the
1940 Act ("Rule 2a-7"). The amortized cost method involves valuing a security at
its cost and amortizing any discount or premium over the period until maturity,
regardless of the impact of fluctuating interest rates on the market value of
the security. While this method provides certainty in valuation, it may result
in periods during which the value, as determined by amortized cost, is higher or
lower than the price that a Fund would receive if the security were sold. During
these periods the yield to a shareholder may differ somewhat from that which
could be obtained from a similar fund that uses a method of valuation based upon
market prices. Thus, during periods of declining interest rates, if the use of
the amortized cost method resulted in a lower value of a Fund's portfolio on a
particular day, a prospective investor in that Fund would be able to obtain a
somewhat higher yield than would result from investments in a fund using solely
market values, and existing Fund shareholders would receive correspondingly less
income. The converse would apply during periods of rising interest rates.

34
<PAGE>

Rule 2a-7 provides that in order to value its portfolio using the
amortized cost method, each of the Money Market Funds must maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase
securities having remaining maturities (as defined in Rule 2a-7) of thirteen
months or less and invest only in securities determined by the Board of
Directors to meet the quality and minimal credit risk requirements of Rule 2a-7.
The maturity of an instrument is generally deemed to be the period remaining
until the date when the principal amount thereof is due or the date on which the
instrument is to be redeemed. Rule 2a-7, however, provides that the maturity of
an instrument may be deemed shorter in the case of certain instruments,
including certain variable and floating rate instruments subject to demand
features. Pursuant to Rule 2a-7, the Board is required to establish procedures
designed to stabilize, to the extent reasonably possible, the price per share of
each of the Money Market Funds as computed for the purpose of sales and
redemptions at $1.00. Such procedures include review of the portfolio holdings
of each of the Money Market Funds by the Board of Directors, at such intervals
as it may deem appropriate, to determine whether a Fund's net asset value
calculated by using available market quotations deviates from $1.00 per share
based on amortized cost. The extent of any deviation will be examined by the
Board of Directors. If such deviation exceeds 1/2 of 1%, the Board will promptly
consider what action, if any, will be initiated. In the event the Board
determines that a deviation exists that may result in material dilution or other
unfair results to investors or existing shareholders, the Board will take such
corrective action as it regards as necessary and appropriate, including the sale
of portfolio instruments prior to maturity to realize capital gains or losses or
to shorten average portfolio maturity, withholding dividends or establishing a
net asset value per share by using available market quotations.

PORTFOLIO TRANSACTIONS

The Trust or the Company, as the case may be, has no obligation to deal
with any dealer or group of dealers in the execution of transactions in
portfolio securities. Subject to policies established by the Trust's Board of
Trustees and the Company's Board of Directors, as the case may be, Harris Trust,
with respect to the Tax-Exempt Money Fund, and HIM, with respect to all other
Funds, are responsible for each Fund's portfolio decisions and the placing of
portfolio transactions. In placing orders, it is the policy of the Company to
obtain the best results taking into account the dealer's general execution and
operational facilities, the type of transaction involved and other factors such
as the dealer's risk in positioning the securities involved. While Harris Trust
and HIM generally seek reasonably competitive spreads or commissions, the Funds
will not necessarily be paying the lowest spread or commission available.

Purchases and sales of securities for the fixed income Funds and the
Money Market Funds will usually be principal transactions. Portfolio securities
normally will be purchased or sold from or to dealers serving as market makers
for the securities at a net price. Each of the Funds will also purchase
portfolio securities in underwritten offerings and will, on occasion, purchase
securities directly from the issuer. Generally, municipal obligations and
taxable money market securities are traded on a net basis and do not involve
brokerage commissions. The cost of executing a Fund's portfolio securities
transactions will consist

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primarily of dealer spreads, and underwriting commissions. Under the 1940 Act,
persons affiliated with the Company or the Trust are prohibited from dealing
with the Company or the Trust as a principal in the purchase and sale of
securities unless an exemptive order allowing such transactions is obtained from
the Commission.

Harris Trust or HIM may, in circumstances in which two or more dealers
are in a position to offer comparable results for a Fund, give preference to a
dealer that has provided statistical or other research services to such adviser.
By allocating transactions in this manner, Harris Trust and/or HIM are able to
supplement their own research and analysis with the views and information of
other securities firms. Information so received will be in addition to, and not
in lieu of, the services required to be performed under the Advisory and
Portfolio Management Contracts, and the expenses of such adviser will not
necessarily be reduced as a result of the receipt of this supplemental research
information. Furthermore, research services furnished by dealers through whom
Harris Trust or HIM effect securities transactions for a Fund may be used by
Harris Trust or HIM in servicing its other accounts, and not all of these
services may be used by Harris Trust or HIM in connection with advising the
Funds.

Brokerage commissions and the total dollar amount of transactions on
which commissions were paid during 1993 were $71,647 and $51,408,027,
respectively, for the Equity Fund and $0 and $0, respectively, for the
Short/Intermediate Fund. Total brokerage commissions and the total dollar amount
of transactions on which commissions were paid during 1994 were $113,552 and
$82,318,090, respectively, for the Equity Fund and $0 and 0, respectively for
the Short/Intermediate Fund. Total brokerage commissions and the total dollar
amount of transactions on which commissions were paid during 1995 were $118,896
and $80,699,744, respectively, for the Equity Fund and $0 and $143,948,579,
respectively, for the Short/Intermediate Fund.

With respect to transactions directed to brokers because of research
services provided, total brokerage commissions, and the total dollar amount of
the transactions on which such commissions were paid during 1993, 1994 and 1995
were $29,144 and $22,553,022; $59,958 and $42,856,997; $55,932 and $21,429,156,
respectively, for the Equity Fund. No such commissions were paid for the
Short/Intermediate Fund for 1993, 1994 or 1995.

Purchases and sales of securities on a securities exchange are effected
through brokers who charge a negotiated commission for their services. Orders
may be directed to any broker including, to the extent and in the manner
permitted by applicable law, Harris Investors Direct, Inc. ("HID") In the
over-the-counter market, securities are generally traded on a "net" basis with
dealers acting as principal for their own accounts without a stated commission,
although the price of the security usually includes a profit to the dealer. In
underwritten offerings, securities are purchased at a fixed price that includes
an amount of compensation to the underwriter, generally referred to as the
underwriter's concession or discount. The Funds will not deal with the
Distributor or HID in any transaction in which either one acts as principal
except as may be permitted by the Commission.

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<PAGE>

In placing orders for portfolio securities of the Funds, HIM is
required to give primary consideration to obtaining the most favorable price and
efficient execution. This means that HIM will seek to execute each transaction
at a price and commission, if any, that provide the most favorable total cost or
proceeds reasonably attainable in the circumstances. While HIM will generally
seek reasonably competitive spreads or commissions, the Funds will not
necessarily be paying the lowest spread or commission available. Commission
rates are established pursuant to negotiations with the broker based on the
quality and quantity of execution services provided by the broker in the light
of generally prevailing rates. The allocation of orders among brokers and the
commission rates paid are reviewed periodically by the Board of Trustees and
Board of Directors.

Subject to the above considerations, HID may act as a main broker for
the Funds. For it to effect any portfolio transactions for the Funds, the
commissions, fees or other remuneration received by it must be reasonable and
fair compared to the commissions, fees or other remuneration paid to other
brokers in connection with comparable transactions involving similar securities
being purchased or sold on a securities exchange during a comparable period of
time. This standard would allow HID to receive no more than the remuneration
that would be expected to be received by an unaffiliated broker on a
commensurate arm's-length transaction. Furthermore, the Trustees of the Trust
and the Directors of the Company, including a majority who are not "interested"
Trustees or Directors, as the case may be, have adopted procedures that are
reasonably designed to provide that any commissions, fees or other remuneration
paid to either one are consistent with the foregoing standard. Brokerage
transactions with either one are also subject to such fiduciary standards as may
be imposed upon each of them by applicable law.

FEDERAL INCOME TAXES

The Prospectuses describe generally the tax treatment of distributions
by the Trust and the Company, as the case may be. This section of the Statement
includes additional information concerning federal taxes.

Each Fund will be treated as a separate entity for federal income tax
purposes and thus the provisions of the Code generally will be applied to each
Fund separately, rather than to the Trust or the Company as a whole.

Qualification as a regulated investment company under the Internal
Revenue Code of 1986, as amended (the "Code") generally requires, among other
things, that (a) at least 90% of the Fund's annual gross income (without offset
for losses) be derived from interest, payments with respect to securities loans,
dividends and gains from the sale or other disposition of stocks, securities or
options thereon and certain other income including, but not limited to, gains
from futures contracts; (b) the Fund derives less than 30% of its gross income
from gains (without offset for losses) from the sale or other disposition of
stocks, securities or options thereon and certain futures contracts held for
less than three months; and (c) the Fund diversifies its holdings so that, at
the end of each quarter of the taxable

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year, (i) at least 50% of the market value of the Fund's assets is represented
by cash, government securities and other securities, with such other securities
limited in respect of any one issuer to an amount not greater than 5% of each
Fund's assets and 10% of the outstanding voting securities of such issuer, and
(ii) not more than 25% of the value of its assets is invested in the securities
of any one issuer (other than U.S. Government securities). As a regulated
investment company, each Fund will not be subject to federal income tax on its
net investment income and net capital gains distributed to its shareholders,
provided that it distributes to its shareholders at least 90% of its net
investment income (including net short-term capital gains) earned in each year
and, in the case of the Tax-Exempt Money Fund, the Intermediate Tax-Exempt Fund
and the Tax-Exempt Fund, that it distributes to its shareholders at least 90% of
its net tax-exempt income (including net short-term capital gains). In addition,
the Tax-Exempt Money Fund, the Intermediate Tax-Exempt Fund and the Tax-Exempt
Fund intend that at least 50% of the value of its total assets at the close of
each quarter of its taxable year will consist of obligations the interest on
which is exempt from federal income tax, so that such Funds will qualify under
the Code to pay "exempt-interest dividends."

As described in the relevant Prospectus, certain of the Funds may
invest in municipal bond index futures contracts and options on interest rate
futures contracts. The Funds do not anticipate that these investment activities
will prevent the Funds from qualifying as regulated investment companies. As a
general rule, these investment activities will increase or decrease the amount
of long-term and short-term capital gains or losses realized by a Fund and,
accordingly, will affect the amount of capital gains distributed to the Fund's
shareholders.

For Federal income tax purposes, gain or loss on the futures contracts
and options described above (collectively referred to as "section 1256
contracts") is taxed pursuant to a special "mark-to-market" system. Under the
mark-to-market system, a Fund may be treated as realizing a greater or lesser
amount of gains or losses than actually realized. As a general rule, gain or
loss on section 1256 contracts is treated as 60% long-term capital gain or loss
and 40% short-term capital gain or loss, and, accordingly, the mark-to-market
system will generally affect the amount of capital gains or losses taxable to a
Fund and the amount of distributions taxable to a shareholder. Moreover, if a
Fund invests in both section 1256 contracts and offsetting positions in such
contracts, then the Fund might not be able to receive the benefit of certain
recognized losses for an indeterminate period of time. Each Fund expects that
its activities with respect to section 1256 contracts and offsetting positions
in such contracts (a) will not cause it or its shareholders to be treated as
receiving a materially greater amount of capital gains or distributions than
actually realized or received and (b) will permit it to use substantially all of
the losses of the Fund for the fiscal years in which the losses actually occur.

Each Fund (except the Tax-Exempt Money Fund, the Intermediate
Tax-Exempt Fund and the Tax-Exempt Fund to the extent of this tax-exempt
interest) will generally be subject to an excise tax of 4% of the amount of any
income or capital gains distributed to shareholders on a basis such that such
income or gain is not taxable to shareholders in the

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<PAGE>

calendar year in which it was earned by the Fund. Each Fund intends that it will
distribute substantially all of its net investment income and net capital gains
in accordance with the foregoing requirements, and, thus, expects not to be
subject to the excise tax. Dividends declared by a Fund in October, November or
December payable to shareholders of record on a specified date in such a month
and paid in the following January will be treated as having been paid by the
Fund and received by shareholders on December 31 of the calendar year in which
declared.

Income received by a Fund from sources within foreign countries may be
subject to withholding and other taxes imposed by such countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. It is impossible to determine the effective rate of
foreign tax in advance since the amount of a Fund's assets to be invested in
various countries is not known.

Gains or losses on sales of securities by a Fund generally will be
long-term capital gains or losses if the securities have been held by it for
more than one year, except in certain cases where the Fund acquires a put or
writes a call thereon. Other gains or losses on the sale of securities will be
short-term capital gains or losses.

In the case of the Growth Fund, the Equity Fund, the Small-Cap Fund,
the Equity Income Fund, the Index Fund, the International Fund, the Balanced
Fund, the Convertible Securities Fund, the Bond Fund, the Government Fund, the
Intermediate Tax-Exempt Fund and the Tax-Exempt Fund, if securities are sold by
the Fund pursuant to the exercise of a call option written by it, such Fund will
add the premium received to the sale price of the securities delivered in
determining the amount of gain or loss on the sale. If securities are purchased
by the Fund pursuant to the exercise of a put option written by it, the Fund
will subtract the premium received from its cost basis in the securities
purchased. The requirement that a Fund derive less than 30% of its gross income
from gains from the sale of securities held for less than three months may limit
a Fund's ability to write options.

If, in the opinion of the Trust or the Company, as the case may be,
ownership of its shares has or may become concentrated to an extent that could
cause the Trust or the Company to be deemed a personal holding company within
the meaning of the Code, the Trust or the Company may require the redemption of
shares or reject any order for the purchase of shares in an effort to prevent
such concentration.

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CAPITAL STOCK

The Trust's Declaration of Trust authorizes the Trustees to issue an
unlimited number of full and fractional shares of beneficial interest, $.001 par
value, and to create one or more classes of these shares. Pursuant thereto, the
Trustees have authorized the issuance of two classes of shares, Class A Shares
and Institutional Shares, for each of the eleven Funds of the Trust.

The authorized capital stock of the Company consists of an aggregate of
10,000,000,000 shares ("Shares"), par value of $.001 per share. With respect to
the Company's Funds detailed in this Statement of Additional Information, the
Company's capital stock is currently classified as follows: "Government Money
Fund-Class A," consisting of 500,000,000 Shares, "Government Money Fund-Class
B," consisting of 200,000,000 Shares, "Government Money Fund-Institutional
Shares," consisting of 500,000,000 Shares, "Money Fund-Class A," consisting of
500,000,000 Shares, "Money Fund-Class B," consisting of 200,000,000 Shares,
"Money Fund-Institutional Shares," consisting of 500,000,000 Shares, "Tax-Exempt
Money Fund-Class A," consisting of 500,000,000 Shares, "Tax-Exempt Money
Fund-Class B," consisting of 200,000,000 Shares, "Tax-Exempt Money
Fund-Institutional Shares," consisting of 500,000,000 Shares, "Harris Insight
Equity Fund-Class A," consisting of 100,000,000 Shares, "Harris Insight Equity
Fund-Institutional Shares," consisting of 100,000,000 Shares, "Harris Insight
Short/Intermediate Fund-Class A," consisting of 100,000,000 Shares, and "Harris
Insight Short/Intermediate Fund Institutional Shares," consisting of 100,000,000
Shares.

Generally, all shares of the Trust and all shares of the Company have
equal voting rights with other shares of the Trust or the Company, respectively,
and will be voted in the aggregate, and not by class, except where voting by
class is required by law or where the matter involved affects only one class. As
used in the Prospectuses and in this Statement of Additional Information, the
term "majority," when referring to the approvals to be obtained from
shareholders in connection with general matters affecting the Funds (e.g.,
election of Trustees or Directors and ratification of independent accountants),
means the vote of the lesser of (i) 67% of the Trust's or the Company's shares
represented at a meeting if the holders of more than 50% of the outstanding
shares are present in person or by proxy, or (ii) more than 50% of the Trust's
or the Company's outstanding shares. The term "majority," when referring to the
approvals to be obtained from shareholders in connection with matters affecting
a single Fund or any other single Fund (e.g., annual approval of advisory
contracts), means the vote of the lesser of (i) 67% of the shares of the Fund
represented at a meeting if the holders of more than 50% of the outstanding
shares of the Fund are present in person or by proxy or (ii) more than 50% of
the outstanding shares of the Fund. Shareholders are entitled to one vote for
each full share held and fractional votes for fractional shares held.

Each share of a Fund represents an equal proportionate interest in that
Fund with each other share of the same Fund and is entitled to such dividends
and distributions out of the income earned on the assets belonging to that Fund
as are declared in the discretion of

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the Trust's Board of Trustees or the Company's Board of Directors, as the case
may be. Notwithstanding the foregoing, each class of shares of each Fund bears
exclusively the expense of fees paid to Service Organizations with respect to
that class of shares. In the event of the liquidation or dissolution of the
Trust or the Company (or a Fund), shareholders of each Fund (or the Fund being
dissolved) are entitled to receive the assets attributable to that Fund that are
available for distribution, and a distribution of any general assets not
attributable to a particular Fund that are available for distribution in such
manner and on such basis as the Trustees or the Directors, as the case may be,
in their sole discretion may determine.

Shareholders are not entitled to any preemptive rights. All shares,
when issued, will be fully paid and non-assessable by the Trust or the Company,
as the case may be.

OTHER

CUSTODIAN

As the Funds' custodian, PNC Bank, N.A., among other things, maintains
a custody account or accounts in the name of each Fund, receives and delivers
all assets for each Fund upon purchase and upon sale or maturity, collects and
receives all income and other payments and distributions on account of the
assets of each Fund, and pays all expenses of each Fund.

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP has been selected as the independent accountants
for both the Trust and the Company. Price Waterhouse LLP provides audit services
and assistance and consultation in connection with review of certain Commission
filings. Price Waterhouse LLP's address is 30 South 17th Street, Philadelphia,
Pennsylvania 19103.

EXPERTS

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FINANCIAL STATEMENTS

Specimen Computations of Net Asset
Values and Offering Prices Per Share

Equity Fund (specimen computations)

Net Asset Value and Redemption Price per
Share of Capital Stock at December 31, 1995................... $13.99
======
Maximum Offering Price per Share ($13.99 divided by .955)
----- ----
(reduced on purchases of $100,000 or more)............ $14.65
======
Short/Intermediate Fund (specimen computations)

Net Asset Value and Redemption Price per
Share of Capital Stock at October 31, 1995.................... $10.38
======
Maximum Offering Price per Share ($10.38 divided by .955)
----- ----
(reduced on purchases of $100,000 or more)............ $10.87
======

The Financial Statements for the year ended December 31, 1995 including
the notes thereto, have been audited by Price Waterhouse LLP and are
incorporated by reference in the Statement of Additional Information from the
Annual Report of the Company dated December 31, 1995.

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