HT INSIGHT FUNDS INC, 485APOS, 1998-11-09

HT INSIGHT FUNDS INC
485APOS, 1998-11-09

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<PAGE> 1

As filed electronically with the Securities and Exchange Commission on
November 9, 1998

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. 31

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 32

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

60 State Street, Suite 1300, Boston, MA 02109
(Address of Principal Executive Offices including Zip Code)

Registrant's Telephone Number, including Area Code: (617) 557-0700

<TABLE>
<CAPTION>
Name and Address of Agent for Service: Copies to:
- -------------------------------------- ----------
<S> <C>
Christopher J. Kelley, Esq. Cameron S. Avery, Esq.
HT Insight Funds, Inc. Bell, Boyd & Lloyd
d/b/a Harris Insight Funds Three First National Plaza
60 State Street 70 West Madison Street
Suite 1300 Chicago, IL 60602-4207
Boston, MA 02109
</TABLE>

It is proposed that this filing will become effective:

___ immediately upon filing pursuant to paragraph (b)

X 60 days after filing pursuant to paragraph (a)(1)
___ 75 days after filing pursuant to paragraph (a)(2)

___ on __________ pursuant to paragraph (b)

___ on __________ pursuant to paragraph (a)(1)
___ on __________ pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:
___ This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
<PAGE> 2
HT INSIGHT FUNDS, INC.
Registration Statement on Form N-1A

CROSS REFERENCE SHEET

Pursuant to Rule 495(b)

under the Securities Act of 1933

(Prospectus offering Advisor Shares of HT Insight Funds, Inc.)

Part A

<TABLE>
<CAPTION>
N-1A Item No. Location
- ------------- --------
<S> <C>
Item 1. Cover Page Cover Page

Item 2. Synopsis Expense Summary

Item 3. Condensed Financial Information General Information - How Performance is Reported

Item 4. General Description of Registrant Cover Page; Fund Summary; Investment Objectives and
Policies; Additional Investment Information; General
Information - More Information About the Trust and
the Company

Item 5. Management of the Fund Management

Item 5A. Management's Discussion of Fund Not Applicable
Performance

Item 6. Capital Stock and Other Securities Cover Page; Shareholder Services and Policies; How
the Funds Make Distributions to Shareholders; Tax
Information; General Information - More Information
About the Trust and the Company

Item 7. Purchase of Securities Being Offered Management; How to Buy Shares; How to Sell Shares;
Shareholder Services and Policies; General
Information - How Share Value is Determined

Item 8. Redemption or Repurchase How to Buy Shares; How to Sell Shares; Shareholder
Services and Policies

Item 9. Pending Legal Proceedings Not Applicable
</TABLE>

<PAGE> 3

(SAI offering Advisor Shares of HT Insight Funds, Inc.)

Part B

<TABLE>
<CAPTION>
N-1A Item No. Location
- ------------- --------
<S> <C>
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 Management
Securities

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

Item 17. Brokerage Allocation and Other Practices Portfolio Transactions

Item 18. Capital Stock and Other Securities Capital Stock and Beneficial Interest

Item 19. Purchase, Redemption and Pricing of Determination of Net Asset Value
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. Financial Statements Not Applicable
</TABLE>

<PAGE> 4

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

Part A
(All other Prospectuses)
Not Applicable in this Filing

<PAGE> 5
HARRIS INSIGHT FUNDS

JANUARY __, 1999 PROSPECTUS
PROSPECTUS BEGINS ON PAGE 1.

ADVISOR SHARES

HARRIS INSIGHT EQUITY FUNDS

HARRIS INSIGHT FIXED INCOME FUNDS

<PAGE> 6
HARRIS INSIGHT FUNDS
60 STATE STREET, SUITE 1300
BOSTON, MASSACHUSETTS 02109
800.982.8782

ADVISOR SHARES

Harris Insight Emerging Markets Fund
Harris Insight International Fund
Harris Insight Small-Cap Opportunity Fund
Harris Insight Small-Cap Value Fund
Harris Insight Growth Fund
Harris Insight Equity Fund
Harris Insight Equity Income Fund

Harris Insight Balanced Fund

Harris Insight Convertible Securities Fund
Harris Insight Tax-Exempt Bond Fund
Harris Insight Bond Fund
Harris Insight Intermediate Tax-Exempt Bond Fund
Harris Insight Short/Intermediate Bond Fund
Harris Insight Intermediate Government Bond Fund

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<PAGE> 7

This Prospectus offers Advisor shares ("Advisor Shares") of fourteen investment
portfolios advised by Harris Trust and Savings Bank (collectively, the "Funds").
The Equity Fund and the Short/Intermediate Bond Fund are investment portfolios
of HT Insight Funds, Inc., doing business as Harris Insight Funds (the
"Company"). Each other Fund is an investment portfolio of Harris Insight Funds
Trust (the "Trust"). The Company and the Trust are registered as open-end
management investment companies (mutual funds). The Funds, together with the
other investment portfolios of the Company and the Trust, are known as the
Harris Insight Funds.

Please read this Prospectus before investing and keep it on file for future
reference. The Prospectus contains the information that a prospective investor
should know before investing, including how each Fund invests and the many
services available to shareholders.

To learn more about the Funds and their investments, you may obtain a copy of
the Harris Insight Funds' most recent financial report and portfolio listing or
Statement of Additional Information dated January __, 1999 (the "SAI") simply by
calling 800.982.8782. The SAI has been filed with the Securities and Exchange
Commission (the "SEC") and (as supplemented from time to time) is incorporated
by reference into this Prospectus. The SEC maintains a Web site
(http://www.sec.gov) that contains the SAI and other information regarding the
Funds.

THE HARRIS INSIGHT FUNDS ARE A FAMILY OF OPEN-END INVESTMENT COMPANIES COMMONLY
KNOWN AS MUTUAL FUNDS. SHARES OF MUTUAL FUNDS ARE NOT INSURED OR GUARANTEED BY
THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY. SHARES OF THE FUNDS ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, HARRIS TRUST AND SAVINGS BANK OR
ANY OTHER BANK OR BANK AFFILIATE.

AN INVESTMENT IN SHARES OF ANY MUTUAL FUND IS SUBJECT TO INVESTMENT RISK,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

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

_______, 1999

3
<PAGE> 8
TABLE OF CONTENTS

<TABLE>
<S> <C>
FUND SUMMARY Page

EXPENSE SUMMARY Page

INVESTMENT OBJECTIVES AND POLICIES Page

Equity Funds Page
Fixed Income Funds Page

ADDITIONAL INVESTMENT INFORMATION Page

Additional Investment Policies Page
Risk Considerations Page

MANAGEMENT Page

HOW TO BUY SHARES Page

HOW TO SELL SHARES Page

SHAREHOLDER SERVICES AND POLICIES Page

HOW THE FUNDS MAKE DISTRIBUTIONS TO SHAREHOLDERS; TAX INFORMATION Page

GENERAL INFORMATION Page

Banking Law Matters Page
How Share Value is Determined Page
How Performance is Reported Page
Year 2000 Page
More Information About the Trust and the Company Page

APPENDIX A: PERMITTED INVESTMENTS Page
</TABLE>

No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, the SAI 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 or the Company.
This Prospectus does not constitute an offer in any jurisdiction in which, or to
any person to whom, such offer may not lawfully be made.

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<PAGE> 9
The following summary is qualified in its entirety by the more detailed
information contained in this Prospectus.

WHAT ARE THE OBJECTIVES OF THE FUNDS? HOW DO THE FUNDS ATTEMPT TO ACHIEVE THEIR
OBJECTIVES?

Each of the Funds has distinct investment objectives and policies, which are
summarized below in order of descending risk. For more complete information, see
INVESTMENT OBJECTIVES AND POLICIES and ADDITIONAL INVESTMENT INFORMATION.
Although no single Fund is intended to provide a complete or balanced investment
program, each can serve as a component of an investor's investment program

EQUITY FUNDS

EMERGING MARKETS FUND seeks to provide capital appreciation by investing in
equity securities of companies in emerging markets that the investment adviser
believes to be undervalued.

INTERNATIONAL FUND seeks to provide international diversification and capital
appreciation by investing primarily in the equity securities of foreign issuers
that the investment adviser believes are undervalued. Current income is a
secondary objective.

SMALL-CAP OPPORTUNITY FUND seeks to provide long-term capital appreciation by
investing primarily in equity securities of smaller capitalization companies
that the investment adviser believes have above-average growth potential.

SMALL-CAP VALUE FUND seeks to provide capital appreciation by investing
primarily in equity securities of smaller capitalization companies that the
investment adviser believes have above-average growth potential and appear to be
undervalued.

GROWTH FUND seeks to provide capital appreciation by investing primarily in
common stocks and convertible securities of companies that the investment
adviser believes have above-average growth potential.

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.

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

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<PAGE> 10
FIXED INCOME FUNDS

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.

TAX-EXEMPT BOND 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.

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.

INTERMEDIATE TAX-EXEMPT BOND 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.

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.

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

WHO MANAGES EACH FUND'S INVESTMENTS?

Harris Trust and Savings Bank ("Harris Trust" or the "Adviser") serves as the
investment adviser for each Fund. Harris Trust and its predecessors have
provided investment management services to clients for over 100 years. In
addition to the services it performs for the Funds, Harris Trust provides
investment management services for pension, profit-sharing and personal
portfolios. As of ____________, 1998, assets under management totaled
approximately $___ billion.

Harris Investment Management, Inc. ("HIM" or the "Portfolio Management Agent")
provides daily portfolio management services for each of the Funds. As of
__________, 1998, HIM had a staff of __, including __ professionals, providing
investment expertise to the management of the Harris Insight Funds and for
pension, profit-sharing and institutional portfolios. As of that date, assets
under management were approximately $___ billion.

Subject to the general oversight of Harris Trust and HIM, Hansberger Global
Investors, Inc. ("Hansberger" or the "Investment Sub-Adviser") serves as
investment sub-adviser to the Emerging Markets Fund and the International Fund.
Each of Harris Trust, HIM and Hansberger is sometimes referred to as an
"investment adviser."

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<PAGE> 11
Harris Trust and HIM are subsidiaries of Harris Bankcorp, Inc. See MANAGEMENT.

WHO SHOULD INVEST IN THE FUNDS?

The EQUITY FUNDS -- the Emerging Markets Fund, the International Fund, the
Small-Cap Opportunity Fund, the Small-Cap Value Fund, the Growth Fund, the
Equity Fund, the Equity Income Fund and the Balanced Fund --are designed for
long-term investors who can tolerate changes in the value of their investments
in return for the possibility of higher returns. The FIXED INCOME FUNDS -- the
Convertible Securities Fund, the Tax-Exempt Bond Fund, the Bond Fund, the
Intermediate Tax-Exempt Bond Fund, the Short/Intermediate Bond Fund and the
Intermediate Government Bond Fund -- are designed for investors seeking some
degree of current income. The Tax-Exempt Bond Fund and the Intermediate
Tax-Exempt Bond Fund are specifically designed for those investors who seek
income that is exempt from Federal income tax.

In making your investment decisions, consider your investment goals, your time
horizon to achieve them, and your tolerance for risk. For more information about
each Fund and its investments, see INVESTMENT OBJECTIVES AND POLICIES.

WHAT ADVANTAGES DO THE FUNDS OFFER?

An investment gives the investor benefits customarily available only to large
investors, such as diversification, greater liquidity, professional management,
and relief from book-keeping, safekeeping of securities and other administrative
details.

WHEN ARE DIVIDENDS PAID?

Dividends from the Emerging Markets Fund, the International Fund, the Small-Cap
Opportunity Fund and the Small-Cap Value Fund are declared and paid annually.
Dividends from the Growth Fund are declared and paid semi-annually. Dividends
from the Equity Income Fund, the Equity Fund, the Balanced Fund and the
Convertible Securities Fund are declared and paid quarterly. Dividends from the
Tax-Exempt Bond Fund, the Bond Fund, the Intermediate Tax-Exempt Bond Fund, the
Short/Intermediate Bond Fund and the Intermediate Government Bond Fund are
declared daily and paid monthly. Any net capital gains will be declared and paid
at least annually. See HOW THE FUNDS MAKE DISTRIBUTIONS TO SHAREHOLDERS; TAX
INFORMATION.

HOW ARE SHARES BOUGHT AND SOLD?

Advisor Shares are offered through this Prospectus at a price equal to their net
asset value plus any applicable sales charge or, in some cases, a contingent
deferred sales charge imposed on redemptions made within one year of purchase.
Shares may be bought or sold by mail, by bank wire or through your broker-dealer
or other financial institution. The minimum initial investment in Advisor Shares
is $1,000. The minimum initial investment to open a retirement account is $250.
The minimum subsequent investment is $50. See HOW TO BUY SHARES and HOW TO SELL
SHARES.

WHAT RISKS ARE ASSOCIATED WITH THE FUNDS?

There can be no assurance that any Fund will achieve its investment objective.

The net asset value of each of the Equity Funds and the Fixed Income Funds will
fluctuate based upon changes in the value of the Fund's portfolio securities
and, when shares are sold, an investment may be worth more or less than the
investment's original value. As

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with any mutual fund, the fundamental risk is that the value of securities that
a Fund holds may decrease. Each Fund's performance and price per share changes
daily based on many factors, including the perceived quality of the Fund's
investments, U.S. and international economic conditions and general market
conditions.

The market value of equity securities is based upon the market's perception of
the issuing company's value. Normally, the values of fixed income securities
vary inversely with changes in prevailing interest rates. However, the potential
for appreciation in mortgage-backed fixed income securities in the event of a
decline in interest rates may be limited or negated by increased principal
prepayments on these securities. Fixed income securities also are subject to
"credit risk" relating to the financial condition of the issuer of the
securities.

Certain investments and investment techniques entail additional risks, such as
investments in foreign issuers, issuers with limited market capitalization,
mortgage or asset-backed securities, zero coupon securities and options, futures
contracts and forward contracts. The use of leverage by certain Funds through
borrowings, securities lending, reverse repurchase agreements and other
investment techniques involves additional risks.

The policy of investing in smaller companies employed by the Small-Cap Value
Fund, the Small-Cap Opportunity Fund and the other Funds that invest in small
company securities entails certain risks in addition to those normally
associated with equity securities. Similarly, the International Fund's policy of
investing in foreign securities entails certain risks in addition to those
normally associated with equity securities. The Emerging Markets Fund's policy
of investing in securities of foreign issuers, particularly in countries with
smaller, emerging capital markets, involves certain risks not associated with
domestic investing, including fluctuations in foreign exchange rates, uncertain
political and economic developments, and the possible imposition of exchange
controls or other foreign governmental laws or restrictions.

For information about particular risks, see ADDITIONAL INVESTMENT INFORMATION --
RISK CONSIDERATIONS.

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EXPENSE SUMMARY

The following tables illustrate information concerning shareholder transaction
expenses and annual fund operating expenses for Advisor Shares of the Funds.
Shareholder transaction expenses are charges you pay when you buy, sell or hold
shares of a Fund. Annual operating expenses are factored into each Fund's share
price and are not charged directly to shareholder accounts.

SHAREHOLDER TRANSACTION EXPENSES(1)

Maximum Sales Load Imposed on Purchases (as a percentage of offering price):
5.50%
Contingent Deferred Sales Charge: 0.50%

ANNUAL OPERATING EXPENSES(2)

(as a percentage of average net assets after applicable fee waivers and expense
reimbursements)

<TABLE>
<CAPTION>
Investment Rule Total
Advisory 12b-1 Other Operating
Fees Fees Expenses Expenses
<S> <C> <C> <C> <C>
EQUITY FUNDS
Emerging Markets Fund 0.91% 0.35% 0.84% 2.10%
International Fund 1.03 0.35 0.37 1.75
Small-Cap Opportunity Fund 0.99 0.35 0.21 1.55
Small-Cap Value Fund 0.73 0.35 0.26 1.34
Growth Fund 0.89 0.35 0.21 1.45
Equity Fund 0.70 0.35 0.18 1.23
Equity Income Fund 0.67 0.35 0.26 1.28
Balanced Fund 0.56 0.35 0.32 1.23

FIXED INCOME FUNDS
Convertible Securities Fund 0.66 0.35 0.26 1.27
Tax-Exempt Bond Fund 0.60 0.35 0.20 1.15
Bond Fund 0.36 0.35 0.24 0.95
Intermediate Tax-Exempt Bond Fund 0.60 0.35 0.19 1.14
Short/Intermediate Bond Fund 0.41 0.35 0.19 0.95
Intermediate Government Bond Fund 0.24 0.35 0.26 0.85
</TABLE>

(1) Sales charge waivers and reduced sales charge plans are available for
Advisor Shares. If Advisor Shares purchased without an initial sales charge
(purchases of $1,000,000 or more) are redeemed within one year after purchase, a
contingent deferred sales charge of 0.50% will be applied to the redemption. See
HOW TO BUY SHARES.

(2) The amounts for expenses are based on amounts incurred during the Funds'
most recent fiscal year restated to reflect current fees of the Advisor Shares.
Without fee waivers or expense reimbursements, investment advisory fees and
total operating expenses would be 1.25% and 2.44% for the Emerging Markets Fund,
1.05% and 1.77% for the International Fund, 1.00% and 1.56% for the Small-Cap
Opportunity Fund, 0.80% and 1.41% for the Small-Cap Value Fund, 0.90% and 1.46%
for the Growth Fund, 0.70% and 1.31% for the Equity Income Fund, 0.60% and 1.27%
for the Balanced Fund, 0.70% and 1.31% for the Convertible Securities Fund,
0.65% and 1.24% for the Bond Fund,

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<PAGE> 14

0.70% and 1.24% for the Short/Intermediate Bond Fund and 0.65% and 1.26% for the
Intermediate Government Bond Fund.

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

EXAMPLE

The table below shows what you would pay if you invested $1,000 over the time
frames indicated. The example assumes you reinvested all dividends and that the
average annual return was 5%.

<TABLE>
<CAPTION>
One Year Three Years Five Years Ten Years
<S> <C> <C> <C> <C>
EQUITY FUNDS
Emerging Markets Fund $75 $117 $162 $285
International Fund 72 107 145 250
Small-Cap Opportunity Fund 70 101 135 229
Small-Cap Value Fund 68 95 124 207
Growth Fund 69 98 130 219
Equity Fund 67 92 119 196
Equity Income Fund 67 93 121 201
Balanced Fund 67 92 119 196

FIXED INCOME FUNDS
Convertible Securities Fund 67 93 121 200
Tax-Exempt Bond Fund 66 90 115 187
Bond Fund 64 84 105 165
Intermediate Tax-Exempt Bond Fund 66 89 114 186
Short/Intermediate Bond Fund 64 84 105 165
Intermediate Government Bond Fund 63 81 100 154
</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 help you understand the various costs and
expenses that an investor in a Fund will bear directly or indirectly. For more
information concerning these costs and expenses, see MANAGEMENT.

INVESTMENT OBJECTIVES AND POLICIES

Each of the Funds has distinct investment objectives and policies, which are set
forth below.

Investments that may be made by all of the Funds are listed under ADDITIONAL
INVESTMENT INFORMATION --ADDITIONAL INVESTMENT POLICIES. For a further
description of each Fund's investments and investment techniques, see ADDITIONAL
INVESTMENT INFORMATION, APPENDIX A: PERMITTED INVESTMENTS ("Appendix A") and the
SAI. There is no assurance that any

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Fund will achieve its investment objective. As used throughout this Prospectus,
the term "U.S. Government Securities" means obligations issued or guaranteed by
the U.S. Government, its agencies, instrumentalities or sponsored enterprises.

EQUITY FUNDS

EMERGING MARKETS FUND

INVESTMENT OBJECTIVE. The Fund seeks to provide capital appreciation.

INVESTMENT POLICIES. The Fund seeks to achieve its investment objective by
investing primarily in a diversified portfolio of publicly traded equity
securities of companies located in emerging markets that the investment adviser
believes are undervalued. To a lesser degree, the Fund also may invest in
emerging market equity securities offered in "private placements." Dividend and
interest income from portfolio securities is largely an incidental
consideration. The Fund's investment approach relies heavily on a fundamental
analysis of securities with a long-term investment perspective. The Fund seeks
to maximize this approach by extending the search for value into many countries
around the world. This global search provides the Fund with more diverse
opportunities and flexibility to shift portfolio investments not only from
company to company and industry to industry, but also from country to country,
in search of undervalued securities.

Under normal circumstances, the Fund invests at least 65% of the value of its
total assets in securities of issuers located in emerging market countries. As
used in this Prospectus, the terms "emerging market country," "emerging
country," or "developing country" apply to any country that, in the investment
adviser's opinion, is generally considered to be an emerging or developing
country by the international financial community, which includes the
International Bank for Reconstruction and Development (the "World Bank") and the
International Finance Corporation. There are currently over 130 countries that
are emerging or developing countries under this standard; approximately 40 of
these countries currently have stock markets. These countries generally include
every nation in the world except the U.S., Canada, Japan, Australia, New Zealand
and most nations located in Western Europe. Securities of issuers located in
emerging market countries or traded in emerging markets present greater
liquidity risks and other risks than securities of issuers located in developed
countries or traded in more established markets.

By engaging in its own research and by reviewing research obtained through
outside sources, the investment adviser seeks to identify appropriate
investments for the Fund. The investment adviser may consider a number of
factors in evaluating potential investments, including political risks, classic
macro-economic variables and equity market valuations. The investment adviser
also focuses on the quality of a company's management, growth prospects and
financial well being. The Fund's investments generally will reflect a broad
cross-section of countries, industries and companies in order to minimize risk.
In situations where the market for a particular security is determined by the
investment adviser to be sufficiently liquid, the Fund may engage in short
sales.

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<PAGE> 16
OF FIXED INCOME SECURITIES. The Fund also may engage in securities of companies
or investment trusts that invest in, or securities backed by, mortgages, real
estate or interests in real estate, including real estate investment trusts
("REITs").

INTERNATIONAL FUND

INVESTMENT OBJECTIVE. The Fund seeks to provide international diversification
and capital appreciation. Current income is a secondary objective.

INVESTMENT POLICIES. The Fund seeks to achieve its investment objective by
investing in equity securities of issuers outside the U.S. that the investment
adviser believes are undervalued.

The Fund's investment approach relies heavily on a fundamental analysis of
securities with a long-term investment perspective. The Fund seeks to maximize
this approach by extending the search for value into many countries around the
world. This global search provides the Fund with more diverse opportunities and
flexibility to shift portfolio investments not only from company to company and
industry to industry, but also from country to country, in search of undervalued
securities.

Under normal circumstances, the Fund invests at least 65% of the value of its
total assets in securities of foreign issuers (i.e., issuers organized outside
the U.S. or whose principal trading market is outside the U.S.). The Fund
invests in the securities of issuers located in at least three foreign
countries. The Fund seeks to manage risk through the diversification of its
investments.

The 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.

The Fund may invest in certain debt securities of any grade, rated or unrated,
such as convertible bonds and bonds selling at discount, when the investment
adviser believes the potential for appreciation will equal or exceed that
available from investments in common stock. These securities may be subject to
significant risk. See RISK CONSIDERATIONS -- RISKS OF FIXED INCOME SECURITIES.
The Fund also may engage in securities of companies or investment trusts that
invest in, or securities backed by, mortgages, real estate or interests in real
estate, including real estate investment trusts ("REITs").

SMALL-CAP OPPORTUNITY FUND

INVESTMENT OBJECTIVE. The Fund seeks to provide long-term capital appreciation.

INVESTMENT POLICIES. The Fund seeks to achieve its investment objective by
investing primarily in the securities of companies with smaller capitalization
that the investment adviser believes are attractively valued in the market.
Market capitalization refers to the total market value of a company's
outstanding shares of common stock. Smaller capitalization companies are those
with market capitalizations, at the time of the Fund's investment, that fall in
the lowest 15% of market capitalization of publicly traded

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<PAGE> 17
companies listed in the U.S. These securities will tend to be represented in the
Russell 2000 Index.

In investing the Fund's assets, the investment adviser follows a discipline that
seeks to identify companies offering above-average earnings, sales and asset
value growth. Under normal circumstances, the Fund invests at least 65% of the
value of its total assets in securities of smaller capitalization companies.

SMALL-CAP VALUE FUND

INVESTMENT OBJECTIVE. The Fund seeks to provide capital appreciation.

INVESTMENT POLICIES. The Fund seeks to achieve its investment objective by
investing primarily in the securities of companies with smaller capitalization
that the investment adviser believes are conservatively valued in the
marketplace. Market capitalization refers to the total market value of a
company's outstanding shares of common stock. Smaller capitalization companies
are those with market capitalizations, at the time of the Fund's investment,
that fall in the lowest 15% of market capitalization of publicly traded
companies listed in the U.S. These securities will tend to be represented in the
Russell 2000 Index.

In managing the Fund's assets, the investment adviser seeks to invest in
securities that are undervalued relative to the securities of comparable
companies, as determined by price/earnings ratios, earnings expectations or
other fundamental measures.

Under normal circumstances, the Fund invests at least 65% of the value of its
total assets in securities of smaller capitalization companies.

GROWTH FUND

INVESTMENT OBJECTIVE. The Fund seeks to provide capital appreciation.

INVESTMENT POLICIES. The Fund seeks to achieve its investment objective by
investing in equity securities that the investment adviser believes are
undervalued but represent growth opportunities. The Fund also may invest in
securities issued by medium to larger capitalization companies that provide
returns more closely aligned with the Lipper Growth Fund Index. The Fund's
investment management discipline emphasizes growth in sales, earnings and asset
values.

Under normal circumstances, the Fund invests at least 65% of the value of its
total assets in equity securities.

EQUITY FUND

INVESTMENT OBJECTIVE. The Fund seeks to provide investors with capital
appreciation and current income.

INVESTMENT POLICIES. The Fund seeks to achieve its investment objective by
investing primarily in the securities of larger capitalization companies (i.e.,
companies with market capitalization in excess of $500 million at the time of
the Fund's investment) and is to provide equity-based returns characteristic of
these securities. Market capitalization refers to the total market value of a
company's outstanding shares of common stock. The selected

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<PAGE> 18
issuers will be representative of those sectors found within the Standard &
Poor's 500 Index (the "S&P 500 Index"). Using both "quantitative" and
"fundamental" analysis, the investment adviser selects investments that it
believes will provide returns greater than the securities comprising the S&P 500
Index over the long-term with a risk level approximating that of the index, with
risk measured by volatility.

The Fund's investments are expected to be diversified among all major sectors of
the market. The Fund's investment adviser believes that an investment process
which combines carefully monitored risk control with an emphasis on value and
fundamental research is better suited for long-term equity investing. The Fund's
portfolio is generally comprised of approximately 50 different issues. Risk is
managed by diversification of investments.

Under normal circumstances, the Fund invests at least 65% of the value of its
total assets in common stocks of larger capitalization companies.

EQUITY INCOME FUND

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

INVESTMENT POLICIES. The Fund seeks to achieve its investment objective by
investing in equities that are found within the Standard & Poor's 500 Index (the
"S&P 500 Index"), or other attractive issues. Convertible securities may also be
utilized. The investment adviser believes that the combination of these
securities should produce returns that are similar to the performance of the S&P
500 Index and its corresponding sectors, yet with a higher income yield.

Under normal circumstances, the Fund invests at least 65% of the value of its
total assets in common stocks and securities convertible into common stock. The
Fund is managed with a disciplined investment process designed 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 that the investment adviser believes provides attractive
long-term growth potential, while offering an attractive current yield.

BALANCED FUND

INVESTMENT OBJECTIVE. The Fund seeks to provide current income and capital
appreciation by investing in a balanced portfolio of fixed income and equity
securities.

INVESTMENT POLICIES. The Fund seeks to achieve its investment objective by
actively allocating investments between equity and fixed income securities.
Through utilizing this approach, the Fund seeks to provide capital appreciation
similar to larger-capitalization equities, with a portion of the Fund's total
return resulting from investment in fixed income securities.

The Fund seeks to provide an overall return comprising between 40% and 65% of
the return of the Standard & Poor's 500 Index (abroad U.S. stock market index)
and between

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<PAGE> 19
35% and 60% of the return of the Lehman Brothers Aggregate Index (a broad U.S.
bond market index).

The Fund's investment process considers, on a continuing basis, the
attractiveness of equities versus fixed income securities. 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.

FIXED INCOME FUNDS

CONVERTIBLE SECURITIES FUND

INVESTMENT OBJECTIVE. The Fund seeks to provide capital appreciation and current
income.

INVESTMENT POLICIES. Convertible securities have unique return characteristics.
Convertible securities tend to rise in price when overall equity markets rise
and, conversely, tend to decline relatively less when interest rates rise. The
Fund strives to reflect these unique performance characteristics while seeking
to provide income that is more characteristic of short/intermediate maturity
corporate bonds.

The Fund seeks to achieve its investment objective by investing primarily in
convertible securities, which are bonds, debentures, notes or preferred stock
that are convertible into common stock, or warrants, which are options to
purchase common stock at a specified price.

The Fund also may 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 circumstances, the Fund invests at least 65% of the value
of its total assets in convertible securities.

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 that are rated "B" or better
by Standard & Poor's ("S&P") or "B" ("b" in the case of preferred stocks) or
better by Moody's Investors Service ("Moody's") at the time of purchase, or, if
not rated, considered by the investment adviser 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. See RISK CONSIDERATIONS -- RISKS OF FIXED INCOME SECURITIES. By their
nature, convertible securities may be more volatile in price than higher-rated
debt obligations.

The ratings of S&P and Moody's 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 Fund's investment adviser uses these ratings as a
criterion for the selection of securities for the Fund, it also relies on its
own independent analysis to evaluate potential investments for the Fund. The
Fund's achievement of its investment objective may be more dependent on

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<PAGE> 20
the investment adviser's credit analysis of low-rated and unrated securities
than would be the case for a portfolio of high-rated securities.

The Fund may invest up to 35% of its total assets in "synthetic convertibles"
created by combining separate securities that together possess the two principal
components of a convertible security: fixed income and the right to acquire
equity securities. In addition, the 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 Fund also may write (sell) covered put and call
options, buy covered put and call options, buy and sell interest rate futures
contracts and buy and write covered options on those futures contracts.

In periods of unusual market conditions, when the investment adviser 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) U.S.
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 397 days or less. During such periods, the Fund will continue to
seek current income but will put less emphasis on capital appreciation.

During its most recent fiscal year ended December 31,1997, the Fund had 84% of
its average assets in rated debt securities, 7% in unrated debt securities and
the remainder in cash and equity securities. During that year, the Fund had the
following percentages of its average assets invested in rated securities: AAA -
2%, AA - 6%, A - 8%, BBB - 37%, BB - 15%, B - 9%, CCC or below - 2%. This
information reflects the average composition of the Fund's assets for the Fund's
last fiscal year and is not necessarily representative of the Fund as of the
current fiscal year or any other time.

TAX-EXEMPT BOND FUND

INVESTMENT OBJECTIVE. The Fund seeks to provide a high level of current income
that is exempt from Federal income tax.

INVESTMENT POLICIES. The Fund seeks to achieve its objective by investing in
municipal securities with varying maturities. As a result, the Fund seeks to
generate a higher level of income than that of short or intermediate average
maturity municipal bond funds, although it will experience corresponding higher
volatility of principal during periods of changing interest rates.

The Fund attempts to anticipate 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 invests
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.

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<PAGE> 21
In addition, the Fund may invest in U.S. Government Obligations (as defined in
Appendix A) and securities secured by letters of credit. The Fund also may write
(sell) covered put and call options, buy covered put and call options, buy and
sell interest rate futures contracts and buy and write covered options on those
futures contracts.

BOND FUND

INVESTMENT OBJECTIVE. The 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.

INVESTMENT POLICIES. The Fund seeks to provide the higher income generally
associated with a broad range of longer-term bonds typically having 5 to 10
years remaining to maturity. As a result, principal value of these longer-term
bonds is likely to fluctuate more than that of bonds with shorter maturities.

The Fund seeks to achieve its objective by utilizing a highly-disciplined,
quantitative process designed to identify fixed income securities that 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 circumstances, the Fund invests 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, U.S. Government
Securities, debt obligations of domestic and foreign corporations, debt
obligations of foreign governments and their political subdivisions,
asset-backed securities, various mortgage-backed 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 debt securities.

INTERMEDIATE TAX-EXEMPT BOND FUND

INVESTMENT OBJECTIVE. The Fund seeks to provide a high level of current income
that is exempt from Federal income tax.

INVESTMENT POLICIES. The Fund seeks to achieve its objective by investing in
municipal securities with a dollar-weighted average portfolio maturity, under
normal market conditions, of between 3 and 10 years. The investment adviser
believes that this income will generally be higher than that provided by shorter
term municipal funds, although the Fund will reflect greater share price
volatility during periods of changing interest rates than comparable
shorter-term funds. Individual portfolio securities will have varying
maturities.

As a matter of fundamental policy, the Fund invests 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 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

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<PAGE> 22
investment adviser. In addition, the Fund may invest in U.S. Government
Obligations (as defined in Appendix A) and securities secured by letters of
credit. The Fund also may write (sell) covered put and call options, buy covered
put and call options, buy and sell interest rate futures contracts and buy and
write covered options on those futures contracts.

SHORT/INTERMEDIATE BOND FUND

INVESTMENT POLICIES. The Fund seeks to provide income and share price volatility
of a 2- to 5-year average maturity taxable bond portfolio. Thus, it is
anticipated that when interest rates rise, share price of the Fund will tend to
fall less than longer-term bond funds and appreciate less when interest rates
fall.

The Fund seeks to achieve its objective by utilizing a combination of investment
disciplines, including the assessment of yield advantages among different
classes of bonds and among different maturities, independent review by the
investment adviser of the credit quality of individual issues, and the analysis
by the investment adviser of economic and market conditions affecting the fixed
income markets.

The Fund may invest in a broad range of fixed income obligations, including
fixed and variable rate bonds, debentures, U.S. Government Securities, and
Government Stripped Mortgage-Backed Securities. The Fund also may invest in U.S.
Government Securities placed into irrevocable trusts and evidenced by a trust
receipt. Under normal circumstances, the Fund invests 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, U.S.
Government Securities, debt obligations of domestic and foreign corporations,
debt obligations of foreign governments and their political subdivisions,
asset-backed securities, various mortgage-backed 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 debt securities.

The Fund also may hold short-term U.S. Government Obligations (as defined in
Appendix A), "high-quality" money market instruments (i.e., those within the two
highest rating categories or, if unrated, determined by the investment adviser
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 investment adviser's
opinion, existing circumstances warrant.

The Fund's dollar-weighted average portfolio maturity (or average life with
respect to mortgage-backed and asset-backed securities), under normal market
conditions, will be between 2 and 5 years.

INTERMEDIATE GOVERNMENT BOND FUND

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

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<PAGE> 23
INVESTMENT POLICIES. The Fund seeks to achieve its investment objective by
investing primarily in U.S. Government Securities, including mortgage-backed
securities, having an intermediate-term average maturity. Under normal
circumstances, at least 65% of the Fund's total assets will be invested in U.S.
Government Securities and in repurchase agreements collateralized by U.S.
Government Securities. The average portfolio maturity (or average life with
respect to mortgage-backed securities) generally will be between 3 and 10 years.
The Fund's investments may include asset-backed securities, zero coupon
securities and debt securities of U.S. corporations (with respect to 20% of the
Fund's total assets at the time of purchase). In addition, the Fund may invest
in foreign debt securities guaranteed by the U.S. Government, its agencies or
instrumentalities (with respect to 10% of the Fund's total assets at the time of
purchase). The Fund also may write (sell) covered put and call options, buy
covered put and call options, buy and sell interest rate futures contracts and
buy and write covered options on those futures contracts.

ADDITIONAL INVESTMENT INFORMATION

Unless otherwise noted, each Fund's investment objective and policies are not
fundamental and may be changed by the Board of Trustees of the Trust (or Board
of Directors of the Company) without approval by the Fund's shareholders.
Investment policies that are designated as fundamental may be changed only with
approval of the holders of a majority of the Fund's outstanding voting
securities. A majority of outstanding voting securities means the lesser of 67%
of the shares present or represented at a shareholder meeting at which the
holders of more than 50% of the outstanding shares are present or represented,
or more than 50% of the outstanding shares.

For a further description of the Funds' investment policies, including
additional fundamental policies, see Appendix A and the SAI.

ADDITIONAL INVESTMENT POLICIES

Each Fund may invest in the securities of other investment companies, zero
coupon securities, 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. Each Fund may also enter
into repurchase agreements. Each Fund also may lend its portfolio securities in
an amount not exceeding one-third of its total assets and may enter into reverse
repurchase agreements.

In addition, each of the Equity Funds may invest in securities purchased in
initial public offerings. Each of the Equity Funds also may invest in foreign
securities, including American Depositary Receipts, European Depositary Receipts
(the International Fund and the Emerging Markets Fund also may invest in Global
Depositary Receipts) and, with respect to 10% (100% for the Emerging Markets
Fund and the International Fund) of each Fund's total assets, debt and equity
securities of foreign issuers. Further, each of the Equity Funds may purchase
and sell covered put and call options on securities, index and interest

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<PAGE> 24
rate futures contracts and options on futures contracts. The Equity Funds and
the Convertible Securities Fund may invest in warrants.

DIVERSIFICATION. Each Fund is diversified as that term is defined in the
Investment Company Act of 1940, as amended (the "1940 Act"). As a matter of
fundamental policy, no Fund may invest more than 5% of the current value of its
total assets in the securities of any one issuer (other than U.S. Government
Securities), except that up to 25% of the value of the total assets of a Fund
may be invested without regard to this limitation. As a matter of fundamental
policy, no Fund may purchase securities of an issuer if, as a result, with
respect to 75% of its total assets, it would own more than 10% of the voting
securities of such issuer.

CONCENTRATION. Each Fund is prohibited from concentrating its assets in the
securities of issuers in a single industry. As a matter of fundamental policy,
the Funds may not purchase the securities of issuers conducting their principal
business activity in the same industry if, as an immediate result of the
purchase, the value of its investments in that industry would exceed 25% of the
current value of its total assets. This limitation does not apply to investments
in (i) municipal obligations (for the purpose of this restriction, private
activity bonds shall not be deemed municipal obligations if the payment of
principal and interest on such bonds is the ultimate responsibility of
non-governmental users); and (ii) U.S. Government Securities.

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.

ILLIQUID SECURITIES. Each Fund may invest up to 15% (10% with respect to the
Equity Fund and the Short/Intermediate Bond Fund) of its net assets in
securities that are considered illiquid. Illiquid securities are securities that
cannot be disposed of within seven days in the ordinary course of business at
approximately the amount at which the Fund has valued the securities and
include, among other things, repurchase agreements not entitling the holder to
payment within seven days and restricted securities (other than those determined
to be liquid pursuant to guidelines established by the Trust's Board of Trustees
(and the Company's Board of Directors). See Appendix A.

BORROWING. As a matter of fundamental policy, no Fund may borrow from banks,
except that a Fund may borrow up to 10% of the current value of its net 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 any aggregate borrowings in
excess of 5% exist).

SECURITIES LENDING. Each Fund may lend to brokers, dealers and financial
institutions securities from its portfolio representing up to one-third of the
Fund's total assets. However, such loans may be made only if secured by cash or
cash equivalent collateral. 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 the borrower. As with any extension of credit, there are risks of
incurring a loss should the borrower of the securities fail financially.
However, the

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Funds will lend securities to firms deemed creditworthy by the investment
adviser. 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.

RATING MATTERS. Each of the Equity Funds and the Fixed Income Funds may invest
in securities convertible into or exchangeable for common stocks or preferred
stocks, as well as U.S. Government Securities and debt obligations of domestic
corporations rated "BBB" or better by Standard & Poor's ("S&P") or "Baa" or
better by Moody's Investors Service ("Moody's"), or that have an equivalent
rating by another nationally recognized statistical rating organization
("NRSRO") at the time of purchase or, if not rated, are considered by the
investment adviser to be of comparable quality. Debt securities rated "BBB" by
S&P or "Baa" by Moody's (the fourth and lowest category of investment grade) and
securities of comparable quality 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. Debt securities rated in the fifth highest category
("BB" by S&P or "Ba" by Moody's) and securities of comparable quality (commonly
referred to as "junk bonds") are not considered to be investment grade and have
speculative or predominantly speculative characteristics. The Emerging Markets
Fund may invest in debt securities of any grade and the Convertible Securities
Fund may invest in debt securities that are less than investment grade. See RISK
CONSIDERATIONS -- RISKS OF FIXED INCOME SECURITIES.

Each Fund may purchase debt obligations that are not rated if, in the opinion of
the investment adviser, 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 to
sell the security unless the amount of the security exceeds permissible limits.
However, the investment adviser 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 NRSRO for securities may change as a result of
changes in the rating systems or due to the corporate reorganization of an
NRSRO, 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 SAI.

TEMPORARY DEFENSIVE POSITION. When business or financial conditions warrant,
each of the Emerging Markets Fund and the International Fund may assume a
temporary defensive position by investing in money market investments. These
money market investments include obligations of the U.S. Government and its
agencies and instrumentalities, obligations of foreign sovereignties, other debt
securities, commercial paper including bank obligations, certificates of deposit
(including Eurodollar certificates of deposit) and repurchase agreements. For
temporary defensive purposes, during periods in which the investment adviser
believes changes in economic, financial or political conditions make it
advisable, these Funds may reduce their holdings in equity and other securities
and may invest up to 100% of their assets in certain short-term (less than
twelve months to maturity) and medium-term (not greater than five years to
maturity) debt securities and in cash (U.S. dollars, foreign currencies, or
multicurrency units). These short-term and medium-term debt securities consist
of (a) obligations of governments, agencies or instrumentalities of

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<PAGE> 26
any member state of the Organization for Economic Cooperation and Development
("OECD"); (b) bank deposits and bank obligations (including certificates of
deposit, time deposits and bankers' acceptances) of banks organized under the
laws of any member state of the OECD, denominated in any currency; (c) floating
rate securities and other instruments denominated in any currency issued by
international development agencies; (d) finance company and corporate commercial
paper and other short-term corporate debt obligations of corporations organized
under the laws of any member state of the OECD meeting the Fund's credit quality
standards; and (e) repurchase agreements with banks and broker-dealers covering
any of the foregoing securities. The short-term and medium-term debt securities
in which the Fund may invest for temporary defensive purposes will be those that
the investment adviser believes to be of high quality, i.e., subject to
relatively low risk of loss of interest or principal (there is currently no
rating system for debt securities in most emerging countries). If rated, these
securities will be rated in one of the three highest rating categories by rating
services such as Moody's or S&P (i.e., rated at least "A").

PORTFOLIO TRANSACTIONS. Portfolio securities of each Fund are kept under
continuing supervision and changes may be made whenever, in the judgment of the
investment adviser, 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 the cash
necessary for redemptions, distributions to shareholders or other Fund
management purposes. Portfolio changes may be made without regard to the length
of time a particular security has been held or the frequency of portfolio
transactions of a Fund (the portfolio turnover rate). The realization of taxable
capital gains and, with respect to equity securities, the amount of brokerage
commissions will tend to increase as the level of portfolio activity increases.
Portfolio turnover rates for the Funds are included in the Financial Highlights
for that Fund. An annual portfolio turnover rate of 100% would occur if all of
the securities held by the Fund were replaced once in a period of one year.

The investment advisers seek "best execution" for all portfolio transactions,
but a Fund may pay higher than the lowest available commission rates when its
investment adviser believes it is reasonable to do so in light of the value of
the brokerage, research and other services provided by the broker effecting the
transaction. Purchase and sale orders for securities on behalf of any Fund may
be combined with those of other accounts that the investment advisers manage,
and for which it has brokerage placement authority, in the interest of seeking
the most favorable over all net results. When an investment adviser determines
that a particular security should be bought or sold for any of the Funds and
other accounts it manages, the investment adviser undertakes to allocate the
transactions among the participants equitably. To the extent permitted by the
SEC, the Funds may pay brokerage commissions to certain affiliated persons.
During the last fiscal year, no Fund paid commissions to these persons.

The Trust, the Company, the investment advisers and other service providers to
the Funds have adopted codes of ethics which contain policies on personal
securities transactions by "access persons," including portfolio managers and
investment analysts.

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RISK CONSIDERATIONS

The risks of investing in each Fund vary depending upon the nature of the
securities held, and the investment practices employed, on its behalf. The
fundamental risk associated with the Funds, like other mutual funds that invest
in fixed income and equity securities, is "market risk." Market risk is the risk
that the market value of a security that a Fund holds will decrease. The market
value of a security may move up and down, sometimes rapidly and unpredictably.
These fluctuations may cause a security to be worth less than it was worth at
the time of purchase. Market risk may apply to a single issuer, industry, sector
of the economy or the market as a whole.

Certain specific risks are described in this section. If you would like to know
more about risks associated with certain types of securities, see Appendix A.

RISKS OF EQUITY SECURITIES. Stock values may fluctuate in response to the
activities of an individual company or in response to general market and/or
economic conditions. Historically, common stocks have provided greater long-term
returns and have entailed greater short-term risks than other types of
securities. Smaller or newer issuers are more likely to realize more substantial
growth or suffer more significant losses than larger or more established
issuers. Investments in these companies can be both more volatile and more
speculative. THE SMALL-CAP OPPORTUNITY FUND AND THE SMALL-CAP VALUE FUND HAVE
HEIGHTENED EXPOSURE TO THESE RISKS DUE TO THEIR POLICY OF INVESTING IN SMALLER
COMPANIES.

RISKS OF FIXED INCOME SECURITIES. The value of fixed income (debt) securities
generally varies inversely with prevailing levels of interest rates: the values
of these securities tend to decrease when interest rates are rising, and
increase when interest rates are declining. Changes in interest rates will
generally cause larger changes in the prices of longer-term securities than in
the prices of shorter-term securities. The risk of market losses attributable to
changes in interest rates is known as "interest rate risk." Debt securities are
subject to "credit risk" relating to the financial condition of the issuers of
the securities. Prices of debt securities may fluctuate based on changes in the
actual and perceived credit worthiness of issuers. The prices of lower-rated
securities often fluctuate more than those of higher-rated securities. It is
possible that some issuers will not make payments on debt securities held by a
Fund. Investors should be aware that securities offering above-average yields
may involve above-average risks. Securities rated in the lowest categories of
investment grade (that is, "BBB" by S&P or "Baa" by Moody's) and equivalent
securities may have speculative characteristics. In adverse economic or other
circumstances, issuers of these securities are more likely to have difficulty
making principal and interest payments than issuers of higher-grade obligations.

LOW-RATED FIXED INCOME 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.

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<PAGE> 28
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 a 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 Board of Trustees (or Board of Directors) 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.

An economic recession in the U.S. or another country would likely disrupt the
market in that country 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.

Certain fixed income securities, such as municipal and mortgage-backed
securities, are subject to additional risks. See Appendix A.

RISKS OF INVESTING IN FOREIGN AND EMERGING MARKETS. Investments in the
securities of foreign (non-U.S.) issuers may involve risks in addition to those
normally associated with investments in the securities of U.S. issuers. All
foreign investments are subject to risks of foreign political and economic
instability, adverse movements in foreign exchange rates, the imposition or
tightening of exchange controls or other limitations on repatriation of foreign
capital, and changes in foreign governmental attitudes towards private
investment, possibly leading to nationalization, increased taxation or
confiscation of foreign investors' assets.

Moreover, dividends payable on foreign securities may be subject to foreign
withholding taxes, thereby reducing the income available for distribution to a
Fund's shareholders; commission rates payable on foreign transactions are
generally higher than in the U.S.; foreign accounting, auditing and financial
reporting standards differ from those in the U.S. and, accordingly, less
information may be available about foreign companies than is available about
issuers of comparable securities in the U.S.; and foreign securities may trade
less frequently and with lower volume and may exhibit greater price volatility
than U.S. securities. THE EMERGING MARKETS FUND AND THE INTERNATIONAL FUND HAVE
HEIGHTENED EXPOSURE TO THESE RISKS DUE TO THEIR POLICY OF INVESTING PRIMARILY IN
THE SECURITIES OF FOREIGN ISSUERS.

With respect to the Emerging Markets Fund, investments in the securities of
issuers located in countries with smaller, emerging capital markets may involve
additional risks.

POLITICAL AND ECONOMIC RISKS. In any emerging market country, there is the
possibility of expropriation of assets, confiscatory taxation, political or
social instability or diplomatic

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<PAGE> 29
developments which could affect investments in that country. Moreover,
individual foreign economies may differ favorably or unfavorably from the U.S.
economy in such respects as economic growth rate, rate of inflation, capital
reinvestment, resources, self-sufficiency and balance of payments positions.
Certain foreign investments may also be subject to foreign withholding or other
governmental taxes that could reduce the return on these investments.

Certain emerging market countries may restrict investment by foreign entities.
For example, a country may limit the level of foreign investment in certain
issuers, require prior approval of foreign investment by the government, impose
additional tax on foreign investors or limit holdings by foreign investors to
specific classes of securities of an issuer that have less advantageous rights
(with regard to convertibility, for example) than classes available to
domiciliaries of the country. Substantial limitations may also exist in certain
countries with respect to a foreign investor's ability to repatriate investment
income, capital or the proceeds of sales of securities. The Emerging Markets
Fund could be adversely affected by delays in, or refusals to grant, any
required governmental approvals for repatriation of capital. Securities that are
subject to material legal restrictions on repatriation may be considered
illiquid securities and, therefore, may be subject to the Emerging Markets
Fund's 15% limitation on such investments.

FINANCIAL INFORMATION AND STANDARDS. Often the regulation of, and available
information about, issuers and their securities is less extensive in emerging
market countries than in the U.S. Foreign companies may not be subject to
uniform accounting, auditing and financial reporting standards or to
requirements or practices comparable to those applicable to U.S. companies.

REGULATION AND LIQUIDITY OF MARKETS. Government supervision and regulation of
exchanges and brokers in emerging market countries is frequently less extensive
than in the U.S. These markets may have different clearance and settlement
procedures. In certain cases, settlements have not kept pace with the volume of
securities transactions, making it difficult to conduct such transactions.
Delays in settlement could adversely affect or interrupt the Emerging Markets
Fund's intended investment program or result in investment losses due to
intervening declines in security values.

Securities markets in emerging market countries are substantially smaller than
U.S. securities markets and have substantially less trading volume, resulting in
diminished liquidity and greater price volatility. Reduced secondary market
liquidity may make it more difficult for the Emerging Markets Fund to determine
the value of its portfolio securities or to dispose of particular instruments
when necessary. Brokerage commissions and other transaction costs on foreign
securities exchanges are generally higher as well.

INFLATION. Several emerging market countries have experienced substantial, and
in some periods extremely high, rates of inflation in recent years. Inflation
and rapid fluctuations in inflation rates may have very negative effects on the
economies and securities markets of certain emerging market countries. Further,
inflation accounting rules in some emerging market countries require, for
companies that keep accounting records in the local currency, that certain
assets and liabilities be restated on the company's balance sheet in order to

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<PAGE> 30
express items in terms of currency of constant purchasing power. Inflation
accounting may indirectly generate losses or profits for certain emerging market
companies.

RISKS OF FOREIGN CURRENCY. Changes in exchange rates between the U.S. dollar and
a foreign currency also will affect the value in U.S. dollars of the securities
denominated in that currency that are held by the Funds. Exchange rates are
influenced generally by the forces of supply and demand in the foreign currency
markets and by numerous other political and economic events occurring outside
the U.S., many of which may be difficult, if not impossible, to predict.

Income from foreign securities will be received and realized in foreign
currencies, while each Fund is required to compute and distribute income in U.S.
dollars. Accordingly, a decline in the value of a particular foreign currency
against the U.S. dollar occurring after a Fund's income has been earned and
computed in U.S. dollars may require the Fund to liquidate portfolio securities
to acquire sufficient U.S. dollars to make a distribution. Similarly, if the
exchange rate declines between the time that a Fund incurs expenses in U.S.
dollars and the time such expenses are paid, the Fund may be required to
liquidate additional foreign securities to purchase the U.S. dollars required to
meet such expenses. THE EMERGING MARKETS FUND AND THE INTERNATIONAL FUND HAVE
HEIGHTENED EXPOSURE TO THESE RISKS DUE TO THEIR POLICY OF INVESTING PRIMARILY IN
THE SECURITIES OF FOREIGN ISSUERS.

RISKS OF DERIVATIVE SECURITIES. To the extent permitted by its investment
objectives and policies, each of the Funds may invest in securities that are
commonly referred to as "derivatives." Generally, a derivative is a financial
instrument whose value is based on, or "derived" from, a traditional security,
asset, or market index. Certain derivative securities are more accurately
described as "index/structured" securities. Index/structured securities are
derivative securities whose value or performance is linked to other equity
securities (such as depository receipts), currencies, interest rates, indices or
other financial indicators.

Some derivatives, such as mortgage-backed and other asset-backed securities, are
in many respects like other fixed income securities, although they may be more
volatile or less liquid than their more traditional. There are several risks
that are associated with derivatives, including counterparty risk and liquidity
risk, which are discussed below. For more information about the risks associated
with certain types of derivatives, see Appendix A.

BORROWING RISK. Borrowing also involves special risk considerations. Interest
costs on borrowings may fluctuate with changing market rates of interest and may
partially offset or exceed the return earned on the borrowed funds (or on the
assets that were retained rather than sold to meet the needs for which funds
were borrowed). Under adverse market conditions, the Fund might have to sell
portfolio securities to meet interest or principal payments at a time when
fundamental investment considerations would not favor such sales. To the extent
a Fund enters into reverse repurchase agreements, the Fund is subject to risks
that are similar to those associated with borrowing.

COUNTERPARTY RISK. A number of transactions in which a Fund may engage are
subject to the risks of default by the other party to the transaction. When a
Fund engages in repurchase, reverse repurchase, derivative, when-issued, forward
commitment, delayed

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<PAGE> 31
settlement and securities lending transactions, it relies on the other party to
consummate the transaction. Failure of the other party to do so may result in
the Fund's incurring a loss or missing an opportunity to obtain a price believed
to be advantageous.

LIQUIDITY RISK. Certain securities may be difficult or impossible to sell at the
time and the price that the seller would like. The seller may have to lower the
price, sell other securities instead, or forego an investment opportunity, any
of which could have a negative effect on Fund management or performance.

INFORMATION RISK. Certain key information about a security or market may be
inaccurate or unavailable, which may limit the investment adviser's ability to
make an appropriate investment decision with regard to the security or market.

OBJECTIVE RISK. Returns from the particular type of security that a Fund
emphasizes in its investments may trail returns from the overall stock or bond
market. For example, the growth stocks in which the Growth Fund invests and the
emerging market equity securities in which the Emerging Markets fund invests
tend to go through periods of relative under performance and out performance in
comparison to other types of equity securities. These periods may last for as
long as several years.

MANAGEMENT RISK. A strategy used by an investment adviser may fail to produce
the intended result, which could have a negative effect on fund performance.

MANAGEMENT

TRUSTEES AND DIRECTORS

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.

C. GARY GERST

Chairman of the Board of Directors and Board of Trustees; Chairman Emeritus,
LaSalle Partners, Ltd. (real estate investment management and consulting); and
Director, Nonlinear Dynamics, Inc. and Evanston Northwestern Healthcare.

EDGAR R. FIEDLER

Senior Fellow and Economic Counsellor, The Conference Board; Director, The
Stanley Works, Scudder Institutional Funds, AARP Income Trust, Brazil Fund,
Emerging Mexico Fund, Scudder Pathway Series, and PEG Capital Management.

JOHN W. MCCARTER, JR.

President and Chief Executive Officer, The Field Museum of Natural History
(Chicago); Director, LaSalle Partners Funds, Inc.; Former Senior Vice President
and Director, Booz-Allen & Hamilton, Inc. (consulting firm);Director, W.W.
Grainger, Inc., A.M. Castle, Inc., and Pittway Corp.

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<PAGE> 32
ERNEST M. ROTH

Consultant; Director, La Rabida Children's Hospital; Chairman, La Rabida
Children's Foundation; Retired Senior Vice President and Chief Financial
Officer, Commonwealth Edison Company.

PAULA WOLFF

President, Governors State University; Chair, University of Chicago Hospitals;
and Director, Ariel Capital Management

INVESTMENT ADVISER

Harris Trust is the investment adviser for each of the Funds pursuant to
Advisory Contracts with the Trust and 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,
1997, Harris Trust had total assets under management of approximately $16.4
billion and was the largest of 26 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 _______, 1998, Harris Trust managed more than $__
billion in discretionary personal trust assets, and administered more than $__
billion in non-discretionary trust 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 and the Investment Sub-Adviser's performance (as discussed below).

The investment advisory fees payable to Harris Trust with respect to each Fund
are based on the average daily net assets of the respective Fund at the
following annual rates:

Emerging Markets Fund 1.25%
International 1.05%
Small-Cap Opportunity Fund 1.00%
Small-Cap Value Fund 0.80%
Growth Fund 0.90%
Equity Fund 0.70%
Equity Income Fund 0.70%

Balanced Fund 0.60%

Convertible Securities Fund 0.70%
Tax-Exempt Bond Fund 0.60%
Bond Fund 0.65%
Intermediate Tax-Exempt Bond Fund 0.60%
Short/Intermediate Bond Fund 0.70%
Intermediate Government Bond Fund 0.65%

Harris Trust from time to time may waive a portion of its advisory fees
otherwise payable by one or more of the Funds.

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<PAGE> 33
PORTFOLIO MANAGEMENT AGENT

Harris Trust has entered into Portfolio Management contracts with Harris
Investment Management, under which HIM undertakes to furnish investment guidance
and policy direction in connection with the daily portfolio management of all of
the Funds. For the services provided by HIM, Harris Trust pays HIM the advisory
fees it receives from the Funds. As of _________, 1998, HIM managed an estimated
$__ billion in assets.

INVESTMENT SUB-ADVISER

To assist HIM in carrying out its obligations under the Portfolio Management
Contract, HIM has entered into Investment Sub-advisory Contracts with Hansberger
on behalf of the Emerging Markets Fund and the International Fund. Hansberger is
an investment adviser registered under the Investment Advisers Act of 1940, as
amended, and provides a broad range of portfolio management services to clients
in the U.S. and abroad. Hansberger, 515 East Las Olas Blvd., Suite 1300, Fort
Lauderdale, Florida 33301, is majority controlled by Mr. Thomas L. Hansberger,
who founded the firm in 1994. As of _______, 1998, Hansberger managed assets
with a value of approximately $___ billion.

Pursuant to the Investment Sub-advisory Contracts (the "Sub-advisory
Contracts"), Hansberger makes investment decisions for the Emerging Markets Fund
and the International Fund and continuously reviews, supervises and administers
the Funds' investment program. HIM supervises the performance of Hansberger,
including Hansberger's adherence to the Funds' investment objectives and
policies. Pursuant to the Sub-advisory Contracts, HIM pays Hansberger fees for
its investment sub-advisory services from the advisory fees HIM receives from
Harris Trust and indirectly from the advisory fees paid by the Funds to Harris
Trust pursuant to the Advisory Contract.

PORTFOLIO MANAGEMENT

Many persons on the staffs of the Adviser and the Portfolio Management Agent
contribute to the investment management services provided to the Funds. The
following persons, however, are primarily responsible for the day-to-day
investment management of the Funds:

EMERGING MARKETS FUND - Thomas L. Hansberger, Francisco Alzuru, Ajit Dayal,
Aureole L.W. Foong, Robert Mazuelos and Vladimir Tyurenkov. Mr. Hansberger,
Chairman and Chief Executive Officer of Hansberger, is the Fund's leader. Before
forming Hansberger in 1994, Mr. Hansberger had served as Chairman, President and
Chief Executive Officer of Templeton Worldwide, Inc., the parent holding company
of the Templeton group of companies. While at Templeton, Mr. Hansberger served
as director of research and was an officer, director or primary portfolio
manager for several Templeton mutual funds. Mr. Alzuru joined Hansberger in 1994
as a Managing Director, portfolio manager and research analyst, specializing in
Latin America. Prior to joining Hansberger, he worked at Vestcorp Partners as
their Latin American analyst. Mr. Dayal is Managing Director of India Research.
Prior to joining Hansberger, he was employed by Ashok Biria and S.G. Warburg. He
also was the director on all Jardine Fleming companies in India. Mr. Dayal was
responsible for setting up the research and fund management operations with a
focus on identifying key Indian personnel for brokering and investment banking.
Mr.

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<PAGE> 34

Dayal has 13 years of investment management experience. He received his Bachelor
of Arts in Economics from Bombay University and his MBA from the University of
North Carolina at Chapel Hill. Mr. Foong is Director of Asian Research. He is
responsible for overseeing the Asian research effort as well as covering the
global cellular and European telecom industries. Prior to joining Hansberger,
Mr. Foong was a Director of Peregrine Asset Management where he was a portfolio
manager responsible for several mutual funds and private accounts investing in
regional Asian markets. Prior to Peregrine, Mr. Foong was with Unifund, a
private investment firm headquartered in Geneva. Mr. Foong was based in Bangkok
and Hong Kong where he was a portfolio manager responsible for the Asian
markets. Prior to that, Mr. Foong was with Morgan Stanley Inc. in New York, Los
Angeles and Hong Kong where he worked in the Private Client Services department
responsible for high net worth individual accounts. Mr. Foong holds an MBA and a
Bachelor of Science in Computer Science from the University of Southern
California in Los Angeles. Mr. Mazuelos joined Hansberger in 1995 as a research
analyst. Prior to joining Hansberger, he was a performance analyst at Templeton
Investment Counsel, Inc., where he was responsible for return analysis on
separate accounts and mutual funds. Mr. Tyurenkov joined Hansberger in 1995 as
Managing Director of Eastern Europe and Russia, portfolio manager and research
analyst. Prior to joining Hansberger, he spent several years working for the
Russian government and worked extensively on the Pepperdine University Russian
Conversion and Privatization Program.

INTERNATIONAL FUND - James Chaney, John Carl Fenley, Victoria Gretzky and John
Hock. Mr. Chaney, who joined Hansberger in 1996 as Chief Investment Officer, is
the Fund's leader. Prior to joining Hansberger, he was Executive Vice President
for Templeton Worldwide and a senior member of its Portfolio Management/Strategy
Committee. While at Templeton, Mr. Chaney managed numerous accounts, including
the Foreign Equity Series of Templeton Institutional Funds Inc. Mr. Fenley is
responsible for research coverage of global equities. Prior to joining
Hansberger, he developed and managed the Institutional Investment Department for
SunTrust Bank, South Florida where his client base included local and national
foundations, endowments, corporations and municipalities. Mr. Fenley formerly
served as portfolio manager and equity analyst covering the capital goods and
transportation sectors for Fifth Third Bank. Mr. Fenley received his Bachelor of
Arts degree in Economics from Vanderbilt University. He is a Chartered Financial
Analyst and a member of the Association for Investment Management and Research
(AIMR). Ms. Gretzky joined Hansberger in 1995 as a research analyst. Prior to
joining Hansberger, she was a research analyst for Optimum Consulting, a
Russian-based firm which specialized in restructuring Russian companies during
privatization. Mr. Hock joined Hansberger in 1996 as a research analyst. Prior
to joining Hansberger, he was a senior analyst in the global securities research
and economics group at Merrill Lynch.

SMALL-CAP OPPORTUNITY FUND - Thomas M. Corkill, CFA. Mr. Corkill joined Harris
Trust in 1982 and serves as Partner and Portfolio Manager. He was appointed
portfolio manager of the Fund in September 1998 and has 28 years of experience
in portfolio management and research.

SMALL-CAP VALUE FUND - Thomas M. Corkill, CFA. Mr. Corkill was appointed
portfolio manager of the Fund since the Fund commenced operations in March 1997.
For a description of Mr. Corkill, see Small-Cap Opportunity Fund above.

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<PAGE> 35
GROWTH FUND - James E. Depies, CFA. Mr. Depies joined Harris Trust in 1981 and
serves as Senior Partner and Portfolio Manager. He has served as portfolio
manager of the Fund since the Fund commenced operations in February 1996 and has
37 years of investment experience.

EQUITY FUND - Donald G. M. Coxe. Mr. Coxe joined HIM in 1993 and serves as
Chairman and Chief Strategist. He has served as portfolio manager of the Fund
since February 1996 and has nearly 30 years of institutional investment
management experience. Prior to joining HIM, he served on Wall Street as a
sell-side portfolio strategist advising institutional investors and as chief
executive officer for a Canadian investment counseling firm.

EQUITY INCOME FUND - Daniel L. Sido. Mr. Sido joined HIM in 1994 and serves as
Senior Partner and Portfolio Manager. He has served as portfolio manager of the
Fund since the Fund commenced operations in February 1996 and has over 14 years
of investment management experience. Prior to joining HIM, he served as
portfolio manager for a trust company, managing equity and fixed income
portfolios.

BALANCED FUND - C. Thomas Johnson, CFA. Mr. Johnson joined Harris Trust in 1969
and serves as Senior Partner and Portfolio Manager. He has served as portfolio
manager of the Fund since the Fund commenced operations in March 1997 and has 28
years of experience in portfolio management.

CONVERTIBLE SECURITIES FUND - Thomas M. Corkill, CFA. Mr. Corkill was appointed
portfolio manager of the Fund in September 1998. For a description of Mr.
Corkill, see Small-Cap Opportunity Fund above.

TAX-EXEMPT BOND FUND - George W. Selby. Mr. Selby joined HIM in 1998 and serves
as Principal and Portfolio Manager. He was appointed portfolio manager of the
Fund in September 1998 and has 15 years of municipal bond sales experience.
Prior to joining HIM, he served as an executive director of municipal bond sales
for a brokerage firm.

BOND FUND - Laura Alter and Maureen Svagera. Ms. Alter joined HIM in 1994 and
serves as Senior Partner and Portfolio Manager. She has served as portfolio
manager of the Fund since the Fund commenced operations in April 1996 and has 13
years of experience in the fixed-income investment area. Prior to joining HIM,
she served as portfolio manager for a major mutual fund investment management
firm. Ms. Svagera joined HIM in 1994 and serves as Senior Partner and Portfolio
Manager. She has served as portfolio manager of the Fund since the Fund
commenced operations and has 15 years of experience in the fixed-income markets.
Prior to joining HIM, she spent five years at an investment management firm as
principal/vice president focusing on the mortgage and asset-backed markets.

INTERMEDIATE TAX-EXEMPT BOND FUND - George W. Selby. Mr. Selby was appointed
portfolio manager of the Fund in September 1998. For a description of Mr. Selby,
see Tax-Exempt Bond Fund above.

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<PAGE> 36
SHORT/INTERMEDIATE BOND FUND - Laura Alter and Maureen Svagera. Ms. Alter has
served as portfolio manager of the Fund since September 1994. Ms. Svagera has
served as portfolio manager of the Fund since January 1996. For a description of
Ms. Alter and Ms. Svagera, see Bond Fund above.

INTERMEDIATE GOVERNMENT BOND FUND - Maureen Svagera. Ms. Svagera has served as
portfolio manager of the Fund since the Fund commenced operations in March 1997.
For a description of Ms. Svagera, see Bond Fund above.

ADMINISTRATORS, CUSTODIAN AND TRANSFER AGENT

Harris Trust (in this capacity, the "Administrator") is the administrator of the
Funds and, as such, generally assists the Funds in all aspects of their
administration and operation.

The Administrator has a Sub-Administration Agreement with Funds Distributor,
Inc. ("FDI"), whereby FDI performs certain administrative services for the
Funds. The Administrator has Sub-Administration and Accounting Services
Agreements with PFPC Inc. ("PFPC"), whereby PFPC performs certain administrative
and accounting services for the Funds. Under these agreements, the Administrator
compensates FDI and PFPC for providing their services. The Administrator, FDI
and PFPC are referred to collectively as the "Administrators."

Harris Trust is also the transfer and dividend disbursing agent of the Funds (in
this capacity, the "Transfer Agent"). The Transfer Agent has entered into
Sub-Transfer Agency Services Agreements with PFPC (the "Sub-Transfer Agent")
whereby the Sub-Transfer Agent performs certain transfer agency and dividend
disbursing agency services. 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 Administrator, the Transfer Agent and
the Custodian are entitled to receive a combined fee based on the aggregate
average daily net assets of the portfolios of the Company and the Trust, payable
monthly at an annual rate of 0.17% of the first $300 million of average daily
net assets; 0.15% of the next $300 million; and 0.13% of average daily net
assets in excess of $600 million. In addition, the Funds pay a separate fee to
the Sub-Transfer Agent for certain retail sub-transfer agent services and
reimburse the Custodian for various custody transactional expenses.

DISTRIBUTOR

Funds Distributor, Inc. (the "Distributor") has entered into Distribution
Agreements with the Trust and the Company pursuant to which it has the
responsibility for distributing shares of the Funds. Fees for services rendered
by the Distributor are paid by the Administrator. 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

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<PAGE> 37
implemented pursuant to contractual arrangements between the Trust or the
Company and the Distributor and approved by the Board of Trustees of the Trust
or the Board of Directors of the Company.

SERVICE PLAN

Under a complex-wide Service Plan relating to Advisor Shares of the Funds, each
Fund bears the costs and expenses connected with advertising and marketing the
Advisor Shares of the Fund and may pay the fees of financial institutions (which
may include banks), securities dealers and other industry professionals, such as
the investment advisers, accountants and estate planning firms (collectively,
"Service Organizations") for servicing activities, as described below, at a rate
of up to 0.35% of the average daily net assets attributable to the Fund's
Advisor Shares. From their own resources, Harris Trust and HIM from time to time
may voluntarily pay fees to certain Service Organizations. The Administrators
and the Distributor may act as Service Organizations and receive fees under a
Service Plan.

Servicing activities provided by Service Organizations to their customers
investing in Advisor Shares of the Funds may include establishing and
maintaining shareholder accounts and records; processing purchase and redemption
transactions; answering customer inquiries; assisting customers in changing
dividend options, account designations and addresses; sub-accounting; investing
customer cash account balances automatically in Fund shares; providing periodic
account balance statements and integrating these statements with those of other
transactions and balances in the customer's other accounts serviced by the
Service Organization; arranging for bank wires; and performing other services to
the extent permitted by applicable statute, rule or regulation.

EXPENSES

Except for certain expenses borne by the Distributor, Harris Trust, or HIM, the
Trust and the Company bear all costs of their operations, including the
compensation of their 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
Advisor Shares only); interest charges; taxes; fees and expenses of 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 with respect to Advisor Shares), 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; 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; fees of
pricing services; organizational expenses; and any extraordinary expenses.
Expenses attributable to each Fund are borne by that Fund. Other general
expenses of the Trust or the Company are allocated among the Funds in an
equitable manner as determined by the Boards of Trustees and Directors.

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HOW TO BUY SHARES

OPENING AN ACCOUNT. To open an account, complete and sign an application for
Advisor Shares and mail it along with your check. You also may open your account
by wire, as described below. Please be sure to furnish your taxpayer
identification number. (You must also certify whether you are subject to
withholding for failing to report income to the Internal Revenue Service
("IRS"). Investments received without a certified taxpayer identification number
may be returned.

If you register your account as belonging to multiple owners (e.g., as joint
tenants), you must provide specific authorization on your application in order
for us to accept instructions from a single owner. Otherwise, all owners will
have to agree to any transactions that involve the account.

MINIMUM INVESTMENTS. The Funds have the following minimum investments:

To open an account $1,000 per Fund
To open a retirement account $250 per Fund
To add to an existing account $50 per Fund
Investing through an Automatic Investment Plan $50 per Fund

If you are opening an account through a financial Institution or other
intermediary, this organization may have different minimum initial and
subsequent investment requirements. Please contact this organization if you have
questions. See BUYING SHARES -- THROUGH FINANCIAL INSTITUTIONS below.

BUYING SHARES. Shares may be purchased by investing automatically (see AUTOMATIC
INVESTING below) or by any of the following three methods:

1. BY MAIL. Make your check payable to the Fund of your choice. If you are
adding to your existing account, indicate your Fund account number directly
on the check and send to:

Harris Insight Funds
c/o PFPC Inc.
P.O. Box 8952
Wilmington, Delaware
19899-8952

2. BY BANK WIRE. Call the Funds at 800.625.7073 to initiate your purchase.
Then wire your investment to:

PNC Bank, N.A.
Philadelphia, Pennsylvania
ABA #0310-0005-3
For Credit To:

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<PAGE> 39
Harris Insight Funds
85-5093-2950
Re: [Name of Fund] --

Advisor Shares

Account No.:
Account Name:

If you are opening an account, please promptly complete and mail the account
application form to the Funds at the address above under BY MAIL. The Funds
currently do not charge investors for the receipt of wire transfers, although
your bank may charge you for their wiring services.

3. THROUGH FINANCIAL INSTITUTIONS. Shares of any of the Funds may be purchased
through authorized broker-dealers, financial institutions and service
organizations with whom the Distributor has a selling agreement, including
Harris Trust and HIM and their affiliates ("Institutions"), on any day the Funds
are open for business. See GENERAL PURCHASE INFORMATION. Institutions are
responsible for the prompt transmission of buy, exchange or sell orders.

Each Institution may establish its own terms with respect to the requirement of
a minimum initial investment and minimum subsequent investments. Depending upon
the terms of your account, Institutions may charge account fees for automatic
investment and other services they provide, including account maintenance fees,
compensating balance requirements, or fees based upon account transactions,
assets, or income, which would reduce your yield or return. Please read this
Prospectus in connection with any information received from your Institution.

AUTOMATIC INVESTING. Automatic investing is an easy way to add to your Harris
Insight Funds and can help you achieve your financial goals as simply and
conveniently as possible. Through the Harris Insight Funds Automatic Investment
Plan you can have as little as $50 a month electronically withdrawn from your
checking account and invested in the Fund of your choice. This feature can be
established when you open your account. For more information or to receive an
application, please call 800.982.8782.

GENERAL PURCHASE INFORMATION

The Funds are open for business each day that both of the New York Stock
Exchange (the "Exchange") and the Federal Reserve Bank of Philadelphia are open
for business (i.e., each weekday other than New Year's Day, Martin Luther King,
Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Columbus Day, Veterans' Day, Thanksgiving Day and Christmas Day) ("Fund
Business Day"). Each Fund normally calculates its net asset value ("NAV") at the
close of business of the Exchange, which is normally 4:00 p.m., Eastern time.
Shares are purchased at the next share price calculated after your investment is
received and accepted.

Orders placed directly with the Funds must be paid for by check or bank wire on
the same day. Payment for the shares purchased through an Institution will not
be due until

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<PAGE> 40
settlement date, normally three business days after the order has been executed.
The Company and Trust, as applicable, reserve the right to reject any purchase
order.

SALES CHARGES. Advisor Shares of the Funds are sold with a sales load of up to
5.50% (applied when your investment is made). There are ways to reduce or
eliminate this charge, however, see REDUCED SALES Charges below.

When Advisor Shares of the Funds are purchased through an Institution, the
Distributor reallows a portion of the sales charge to the Institution, except as
described below. No sales charge is assessed on the reinvestment of
distributions.

Sales charges for Advisor Shares of the Funds are as follows:

<TABLE>
<CAPTION>
SALES SALES CHARGE AS A % OF DEALER ALLOWANCE AS %
AMOUNT OF PURCHASE CHARGES NET AMOUNT INVESTED OF OFFERING PRICE
- ------------------ ------- ------------------- -----------------
<S> <C> <C> <C>
Less than $50,000 5.50% 5.82% 5.00%
$50,000 up to (but less than) $100,000 4.50 4.71 4.00
$100,000 up to (but less than) $250,000 3.50 3.63 3.25
$250,000 up to (but less than) $500,000 2.50 2.56 2.25
$500,000 up to (but less than) $1,000,000 2.00 2.04 2.00
$1,000,000 and over 0.00 0.00 1.00
</TABLE>

No sales charge is assessed on purchases by any bank, trust company, or
other institution acting on behalf of a fiduciary customer account 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).

REDUCED SALES CHARGES. An investor in a Fund may be entitled to reduced sales
charges. To qualify for a reduced sales charge, you must notify the Funds at the
time of purchase. If you invest through an Institution, you should notify the
Institution, which in turn must notify the Funds. Programs that allow for
reduced sales charges may be changed or eliminated at any time.

RIGHT OF ACCUMULATION. The Right of Accumulation allows an investor to combine
the amount invested in Advisor Shares of a Fund with the total net asset value
of Advisor Shares currently purchased or already owned by that investor of all
Funds to determine the applicable sales charge. 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 Advisor Shares purchased thereafter.

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<PAGE> 41

LETTER OF INTENT. A Letter of Intent allows an investor to purchase Advisor
Shares of the Funds 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 Advisor
Shares already owned. 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.

CONTINGENT DEFERRED SALES CHARGE. In order to recover commissions paid to
Institutions, Advisor Shares of a Fund on which no initial sales charge was
assessed due to a purchase amount of $1,000,000 or more in a single transaction
or pursuant to the Right of Accumulation or a Letter of Intent that are redeemed
within one year of the purchase date will be subject to contingent deferred
sales charges equal to 0.50% of the dollar amount subject to the charge. The
charge will be assessed on an amount equal to the lesser of the cost of the
shares being redeemed and their net asset value at the time of redemption.
Accordingly, no sales charge will be imposed on increases in net asset value
above the initial purchase price. In addition, no charge will be assessed on
redemptions of shares acquired through the reinvestment of dividends and
distributions or involuntary redemptions by a Fund of shareholder accounts with
low account balances.

Redemptions of Shares will be effected in the manner that results in the
imposition of the lowest deferred sales charge. Redemptions with respect to a
shareholder's investment in a Fund will automatically be made first from any
Advisor Shares in a Fund held for more than one year, second from Advisor Shares
of the Fund acquired pursuant to reinvestment of dividends and distributions and
third from Advisor Shares of the Fund held for less than one year.

The contingent deferred sales charge on shares purchased through an exchange
from Advisor Shares of another Fund is based upon the original purchase date and
price of the other Fund's shares. For a shareholder with a Letter of Intent who
does not purchase $1,000,000 of Advisor Shares under the letter, no contingent
deferred sales charge is imposed. A Letter of Intent may provide for a
contingent deferred sales charge in some cases.

HOW TO SELL SHARES

Shares may be sold (redeemed) at their next determined net asset value after
receipt of a proper request by the Funds directly or through any Institution.
Some redemptions made within one year of purchase are subject to a contingent
deferred sales charge.

1. BY MAIL. Shareholders may sell shares by writing the Funds at the following
address:

Harris Insight Funds
c/o PFPC Inc.
P.O. Box 8952
Wilmington, Delaware
19899-8952

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<PAGE> 42

Certain requests for redemption must be signed by the shareholder with signature
guaranteed. See SHAREHOLDER SERVICES AND POLICIES -- SIGNATURE GUARANTEES.

2. BY TELEPHONE. If you have chosen the telephone redemption privilege, you may
make a telephone redemption request by calling the Funds at 800.625.7073 and
providing your account number, the exact name of your account and your social
security or taxpayer identification number. The Fund then will mail a check to
your account address or, if you have elected the wire redemption privilege, wire
the proceeds on the following business day.

3. BY BANK WIRE. If you have chosen the wire redemption privilege, you may
request the Funds to transmit your proceeds by Federal Funds wire to a bank
account previously designated by you in writing.
See GENERAL REDEMPTION INFORMATION -- WIRE REDEMPTION PRIVILEGE below.

4. THROUGH FINANCIAL INSTITUTIONS. If you bought your shares through an
Institution, you may redeem your shares through the Institution. Please contact
the Institution for this service.

GENERAL REDEMPTION INFORMATION

If you bought your shares through an Institution, the Institution may charge an
account-based service fee. A redemption order received in good order by your
Institution or the Funds before the close of the Exchange and before the close
of the Fund Business Day will be executed at the Fund's net asset value per
share next determined on that day. A redemption order received after the close
of the Exchange, or not received by the Funds prior to the close of the Fund
Business Day, will be executed at the Fund's net asset value next determined on
the next Fund Business Day.

Proceeds of redemption orders received in good order will normally be remitted
within five but not more than seven business days, except that if a redemption
request is made shortly after a recent purchase by check, proceeds will be
distributed once the check used to purchase the Fund's shares clears, which may
take up to 15 days or more after the investment. The proceeds may be more or
less than the amount originally invested and, therefore, a redemption may result
in a gain or loss for Federal income tax purposes.

The Funds intend to pay redemption proceeds in cash, but reserve the right to
pay in kind by delivery of investment securities equal in value to the
redemption price to the extent permitted by applicable laws and regulations. In
these cases, you might incur brokerage costs in converting the securities to
cash. The right of any shareholder to receive payment of redemption proceeds may
be suspended, or payment may be postponed, in certain circumstances. These
circumstances include any period when the Exchange is closed (other than
weekends or holidays) or trading on the Exchange is restricted, any period when
an emergency exists and any time the SEC permits mutual funds to postpone
payments for the protection of investors.

WIRE REDEMPTION PRIVILEGE. If the wire redemption privilege has been elected on
the shareholder application, redemption of shares may be requested by telephone,
on any day the Funds and the Transfer Agent are open for business, by calling
the Funds at

38
<PAGE> 43

800.625.7073. The minimum amount that may be wired is $1,000. Otherwise, a check
is mailed to the shareholder's address of record. The Funds reserve the right to
change this minimum or to terminate the privilege. Redemption proceeds normally
are transmitted by wire on the business day after a redemption request is made.

SYSTEMATIC WITHDRAWAL PLAN. You can arrange for periodic, automatic redemptions
from your account. For more information or to sign up for this service, please
call 800.982.8782.

EXCHANGING SHARES. YOU MAY EXCHANGE ADVISOR SHARES OF A FUND THAT YOU HAVE HELD
FOR MORE THAN SIX DAYS FOR ADVISOR SHARES OF ANY OTHER FUND WITHOUT A SALES
CHARGE. You also may exchange Advisor Shares for Class A Shares of the Harris
Insight Index Fund, the Harris Insight Tax-Exempt Money Market Fund, the Harris
Insight Money Market Fund or the Harris Insight Government Money Market Fund,
which are offered through a separate prospectus. Exchanges may be made only
between identically registered accounts. You may exchange into another Fund only
if the shares to be acquired are registered for sale in your state of residence.

Procedures applicable to redemption of a Fund's shares are also applicable to
exchanging shares. If you would like the ability to exchange shares by
telephone, please choose this option when you complete your application. The
Funds reserve the right to limit the number of exchanges between Funds, to
reject any telephone exchange order or otherwise to modify or discontinue the
exchange privilege 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.

SIGNATURE GUARANTEES. A signature guarantee assures that a signature is genuine
and protects shareholders from unauthorized account transfers. In addition to
certain signature requirements, a signature guarantee is required in any of the
following circumstances:

- -A redemption check is to be made payable to anyone other than the
shareholder(s) of record.

- -A redemption check is to be mailed to an address other than the address of
record.

- -A redemption amount is to be wired to a bank other than one previously
authorized.

At the Funds' discretion, signature guarantees also may be required for other
redemptions. A signature guarantee may be obtained from a domestic bank or trust
company, broker, dealer, clearing agency or savings association who is a
participant in a medallion program recognized by the Securities Transfer
Association. The three recognized medallion programs are the Securities Transfer
Agents Medallion Program (STAMP), the Stock Exchanges Medallion Program (SEMP)
and the New York Stock Exchange, Inc. Medallion Signature Program (MSP).
Signature guarantees which are not part of these programs will not be accepted.

TELEPHONE TRANSACTIONS. Investors may buy (by bank wire), sell and exchange
shares by telephone. Shareholders engaging in telephone transactions should be
aware that they may be foregoing some of the security associated with written
requests. A shareholder may bear the risk of any resulting losses from a
telephone transaction. The Funds will employ reasonable procedures to confirm
that telephonic instructions are genuine. If the Funds or their service
providers fail to employ these measures, they may be liable for any losses

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<PAGE> 44
arising from unauthorized or fraudulent instructions. In addition, the Funds
reserve the right to record all telephone conversations. Please verify the
accuracy of telephone instructions immediately upon receipt of confirmation
statements.

During times of drastic economic or market changes, telephone redemption and
exchange privileges may be difficult to implement. In the event that you are
unable to reach the Funds by telephone, requests may be mailed or hand-delivered
to the Funds at the address listed in HOW TO SELL SHARES.

REDEMPTION OF SHARES IN SMALLER ACCOUNTS. Because of the high cost of
maintaining small accounts, each Fund reserves the right to redeem all shares in
an account whose value falls below $500 ($250 in the case of a retirement
account) unless this is a result of a decline in the market value of the shares.
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.

SHARE CERTIFICATES. Share certificates are not issued.

ELIGIBILITY BY STATE. You may only invest in, or exchange into, Advisor Shares
legally available in your jurisdiction of residence.

REPORTS TO SHAREHOLDERS. You will receive an account statement after every
transaction that affects your share balance, except for reinvestments of
dividend and capital gain distributions, or at least annually, as well as a
quarterly consolidated statement. In addition, each year you will receive an
annual and semi-annual report to shareholders of each Fund in which you invest.
If you would like copies of these reports, please call 800.982.8782.

HOW THE FUNDS MAKE DISTRIBUTIONS
TO SHAREHOLDERS; TAX INFORMATION

Dividends of net investment income currently are declared and paid at least
annually by each Fund in accordance with the Fund's dividend policy. Dividends
from each of the Emerging Markets Fund, the International Fund, the Small-Cap
Opportunity Fund and the Small-Cap Value Fund are declared and paid annually.
Dividends from the Growth Fund are declared and paid semi-annually. Dividends
from each of the Equity Income Fund, the Equity Fund, the Balanced Fund and the
Convertible Securities Fund are declared and paid quarterly. Dividends from the
Tax-Exempt Bond Fund, the Bond Fund, the Intermediate Tax-Exempt Bond Fund, the
Short/Intermediate Bond Fund and the Intermediate Government Bond Fund are
declared daily and paid monthly. Any net capital gains will be declared and paid
at least annually. Dividend and capital gain distributions may be invested in
additional shares of the same Fund at net asset value and credited to your
account on the payment date or paid in cash. Distribution checks and account
statements will be mailed approximately two business days after the payment
date.

Each Fund is treated as a separate entity for tax purposes and thus the
provisions of the Internal Revenue Code (the "Code") generally are applied to
each Fund separately, rather than to the Trust or the Company as a whole. As a
result, net capital gains, net investment

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<PAGE> 45
income, and operating expenses are determined separately for each Fund. The
Trust and the Company intend to qualify each Fund as a regulated investment
company under the Code and to distribute to the shareholders of each Fund
sufficient net investment income and net realized capital gains of that Fund so
that the Fund will not be subject to Federal income taxes.

Dividends (including net short-term capital gains), except "exempt-interest
dividends" (described below), will be taxable to shareholders as ordinary
income.

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 also may be realized by a shareholder upon the redemption
or transfer of shares depending on the tax basis of the shares and their value
at the time of the transaction. Any loss realized on a sale or exchange of
shares of a Fund will be disallowed to the extent other shares of that Fund are
acquired within the 61-day period beginning 30 days before and ending 30 days
after disposition of the shares.

Dividends paid by each of the Tax-Exempt Bond Fund and the Intermediate
Tax-Exempt Bond Fund (the "Tax-Exempt Funds") out of tax-exempt interest income
earned by the Fund ("exempt-interest dividends") generally will not be subject
to Federal income tax in the hands of the Fund's shareholders. However, persons
who are substantial users or related persons thereof of facilities financed by
private activity bonds held by a Fund may be subject to Federal income tax on
their pro rata share of the interest income from such bonds and should consult
their tax advisers before purchasing shares of such Fund.

Interest on indebtedness incurred by shareholders to purchase or carry shares of
a Fund generally is not deductible for Federal income tax purposes. Under rules
of the IRS for determining when borrowed funds are used for purchasing or
carrying particular assets, shares of a Fund may be considered to have been
purchased or carried with borrowed funds even though those funds are not
directly linked to the shares. Substantially all of the dividends paid by each
Tax-Exempt Fund are anticipated to be exempt from Federal income taxes.

Shareholders of the Tax-Exempt Funds may be exempt from state and local taxes on
distributions of tax-exempt interest income derived from obligations of the
state and/or municipalities of the state in which they reside but may be subject
to tax on income derived from the municipal securities of other jurisdictions.
Shareholders are advised to consult with their tax advisers concerning the
application of state and local taxes to investments in the Fund which may differ
from the Federal income tax consequences described above.

The Trust and the Company, as applicable, 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) or Transfer Agent.

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<PAGE> 46
GENERAL INFORMATION

BANKING LAW MATTERS

Federal banking laws and regulations generally prohibit federally chartered or
supervised banks from engaging directly 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.

Harris Trust and HIM believe that they may perform the services contemplated by
this Prospectus and their respective agreements with the Company and Trust
without violating 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, these services. If this were to happen, the Funds would seek alternative
sources for these services.

HOW SHARE VALUE IS DETERMINED

Net asset value per Advisor Share of a Fund is the value of one Advisor Share of
the Fund, which is determined on each Fund Business Day. It is determined by
dividing the value of the Fund's net assets (i.e., the value of its securities
and other assets) allocable to all Advisor Shares of the Fund, less the
liabilities allocable to those Shares by the number of Advisor Shares
outstanding.

The net asset value per Advisor Share of the Fund is determined at the close of
regular trading on the Exchange (currently 4:00 p.m., Eastern time) on each Fund
Business Day. The value of a security held by a Fund (other than a bond or debt
security maturing in 60 days or less) is determined based on the last sale price
on the principal exchange on which the security is traded as of the time of
valuation. In the absence of any sale on the valuation date, the security is
valued at the closing bid price. A security traded on an over-the-counter market
is valued at the closing over-the-counter bid price. A security that is
primarily traded on a foreign securities exchange is generally valued at its
closing price on the exchange. Bonds are valued at the mean of the last bid and
asked prices. In the absence of a readily available market quotation (or when,
in the view of the investment adviser, available market quotations do not
accurately reflect a security's fair value), a security is valued at a fair
value as determined by or under the direction of the Trust's Board of Trustees
or Company's Board of Directors. Prices used for valuations of securities are
provided by independent pricing services. A debt obligation with a remaining
maturity of 60 days or less is valued at amortized cost. 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.

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<PAGE> 47
HOW PERFORMANCE IS REPORTED

From time to time, a Fund may advertise its performance. Performance may be
quoted in terms of total return, yield, effective yield and tax-equivalent
yield. All performance information is based on historical results and is not
intended to indicate future performance. Total return for a period is the
percentage change in value during the period of an investment in Fund shares,
assuming that all distributions and dividends by the Fund were reinvested on
their reinvestment dates during the period less all recurring fees. Average
annual total return is the average annual compound rate of change in value
represented by the total return for the period.

A Fund's yield is a way of showing the rate of income the Fund earns on its
investments as a percentage of the Fund's share price. To calculate standardized
yield, a Fund divides the interest income it earned from its investments for a
30-day period (net of expenses) by the average number of shares entitled to
receive dividends. The result is then expressed as an annualized percentage rate
based on the Fund's share price at the end of the 30-day period (which period
will be stated in the advertisement). The yield of any investment is generally a
function of portfolio quality and maturity, type of instrument and operating
expenses.

The effective yield is calculated similarly but, when annualized, the income
earned by an investment in 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 Tax-Exempt Funds, refers to the yield on a
taxable investment necessary to produce an after-tax yield equal to a Fund's
tax-exempt 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.

The Funds' advertisements may reference ratings and rankings among similar
mutual funds by independent evaluators such as Morningstar, Inc. and Lipper
Analytical Services, Inc. The comparative material found in the Funds'
advertisements, sales literature or reports to shareholders may contain
performance ratings. That material is not to be considered an indication of
future performance. All performance information for a Fund is calculated on a
class basis. In addition, a Fund may use a benchmark securities index as a
measure of the Fund's performance. The Balanced Fund may measure performance
using a composite of securities indices to reflect that Fund's policy of
investing in both equity and fixed income securities. The Funds may from time to
time advertise a comparison of their performance against relevant indices.

YEAR 2000

The services provided by the Funds' Investment Adviser, Portfolio Management
Agent, Investment Sub-Adviser, Sub-Administrators, Distributor, Transfer Agent
and Custodian (the "Service Providers"), depend on the smooth functioning of
their computer systems. Many computer software systems in use today cannot
recognize the year 2000, but revert to 1900 or 1980, due to the manner in which
dates were encoded and calculated. That

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<PAGE> 48

failure could have a negative impact on the handling of securities trades,
pricing and account services. Each of the Service Providers has advised the
Funds that it has been actively working on necessary changes to its own computer
systems to deal with the year 2000, and expects that its systems will be adapted
before that date. However, there can be no assurance that they will be
successful or that interaction with other noncomplying computer systems will not
impair their services at that time. In addition, the Funds are also subject to
similar risks with respect to issuers of securities in which the Funds invest.

MORE INFORMATION ABOUT THE TRUST AND THE COMPANY

The Trust is an 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 13 portfolios in operation. The
Board has authorized each Fund of the Trust, except for the Insight Index Fund,
to issue three classes of shares, Class A Shares, Advisor Shares and
Institutional Shares. The Index Fund has two classes of shares, Class A Shares
and Institutional Shares.

The Company, which was incorporated in Maryland on September 16, 1987, is an
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 five portfolios in operation. The Company's Board of
Directors has authorized each Fund of the Company, except for the Tax-Exempt
Money Market Fund, the Money Market Fund and the Government Money Market Fund,
to issue three classes of shares, Class A Shares, Advisor Shares and
Institutional Shares. The Tax-Exempt Money Market Fund, the Money Market Fund
and the Government Money Market Fund have two classes of shares, Class A Shares
and Institutional Shares.

Class A Shares and Institutional Shares of the Funds, which are offered only to
certain classes of investors, bear different expenses which may affect their
relative performance. 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. Information regarding other classes of shares may be obtained by
calling the Funds at 800.982.8782 or from any institution that 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 portfolio or class is required by law or where the matter
involved affects the interest of one or more portfolios or classes. A more
detailed statement of the voting rights of shareholders is contained in the SAI.
All shares of the Trust and all shares of the Company, when issued, will be
fully paid and non-assessable.

As of _________, 1998, Harris Trust owned of record all or substantially all of
the Institutional Shares of the Funds and, for purposes of the 1940 Act, may
have been deemed to control the Funds. Harris Trust has indicated that it holds
its shares on behalf of various client accounts and not as beneficial owner.
From time to time, certain shareholders may own a large percentage of the shares
of a Fund. Accordingly, those shareholders may be able to greatly affect (if not
determine) the outcome of a shareholder vote.

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<PAGE> 49
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. It is anticipated generally that shareholder meetings will be held
only when specifically required by Federal or state law. Shareholders have
available certain procedures for the removal of Trustees and Directors.

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

Under Massachusetts law, shareholders of a business trust may, under certain
circumstances, be held personally liable for the trust's obligations. However,
the risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which both the trust itself was unable
to meet its obligations and inadequate insurance existed. To guard against this
risk, the Trust's Declaration of Trust contains an express disclaimer of
shareholder liability for acts or obligations of the Trust and provides for
indemnification out of Trust property of any shareholder held personally liable
for obligations of the Trust.

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<PAGE> 50
APPENDIX A: PERMITTED INVESTMENTS

AMERICAN DEPOSITARY RECEIPTS, EUROPEAN DEPOSITARY RECEIPTS AND GLOBAL DEPOSITARY
RECEIPTS. The Emerging Markets Fund and the International Fund may purchase
sponsored and unsponsored American Depositary Receipts ("ADRs"), European
Depositary Receipts ("EDRs"), Global Depositary Receipts ("GDRs") and similar
securities ("Depositary Receipts"). Each of the Equity Funds also may invest in
ADRs and EDRs. Depositary Receipts are typically issued by a financial
institution ("depository") and evidence ownership interests in a security or a
pool of securities ("underlying securities") that have been deposited with the
depository. For ADRs, the depository is typically a U.S. financial institution
and the underlying securities are issued by a foreign issuer. For other
Depositary Receipts, the depository may be a foreign or a U.S. entity, and the
underlying securities may have a foreign or a U.S. issuer. Depositary Receipts
will not necessarily be denominated in the same currency as their underlying
securities. Depositary Receipts may be issued pursuant to sponsored or
unsponsored programs. In sponsored programs, an issuer has made arrangements to
have its securities traded in the form of Depositary Receipts. In unsponsored
programs, the issuer may not be directly involved in the creation of the
program. Although regulatory requirements with respect to sponsored and
unsponsored programs are generally similar, in some cases it may be easier to
obtain financial information from an issuer that has participated in the
creation of a sponsored program. Accordingly, there may be less information
available regarding issuers of securities underlying unsponsored programs and
there may not be a correlation between such information and the market value of
the Depositary Receipts. For purposes of a Fund's investment policies,
investments in Depositary Receipts will be deemed to be investments in the
underlying securities. Thus, a Depositary Receipt representing ownership of
common stock will be treated as common stock.

ASSET-BACKED SECURITIES. The Equity Funds, the Short/ Intermediate Bond Fund,
the Bond Fund, the Intermediate Government Bond Fund, the Intermediate
Tax-Exempt Bond Fund and the Tax-Exempt Bond Fund may purchase asset-backed
securities, which represent direct or indirect participation in, or are secured
by and payable from, assets other than mortgage-backed assets such as motor
vehicle installment sales contracts, installment loan contracts, leases of
various types of real and personal property and receivables from revolving
credit (credit card) agreements. 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 and the Short/Intermediate Bond Fund) limitation on
such investments. Asset-backed securities, including adjustable rate
asset-backed securities, have yield characteristics similar to those of
mortgage-backed securities and, accordingly, are subject to many of the same
risks, including prepayment risk.

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<PAGE> 51
result, the risk that recovery on repossessed collateral might be unavailable or
inadequate to support payments on asset-backed securities is greater for
asset-backed securities than for mortgage-backed securities. In addition,
because asset-backed securities are relatively new, the market experience in
these securities is limited and the market's ability to sustain liquidity
through all phases of an interest rate or economic cycle has not been tested.

BANK OBLIGATIONS. A Fund may invest in bank obligations, including negotiable
certificates of deposit, bankers' acceptances and time deposits of U.S. banks
(including savings banks and savings associations), foreign branches of U.S.
banks, foreign banks and their non-U.S. branches (Eurodollars), U.S. branches
and agencies of foreign banks (Yankee dollars), and wholly-owned banking-related
subsidiaries of foreign banks.

Certificates of deposit represent an institution's obligation to repay funds
deposited with it that earn a specified interest rate over a given period.
Bankers' acceptances are negotiable obligations of a bank to pay a draft which
has been drawn by a customer and are usually backed by goods in international
trade. Time deposits are non-negotiable deposits with a banking institution that
earn a specified interest rate over a given period. Certificates of deposit and
fixed time deposits, which are payable at the stated maturity date and bear a
fixed rate of interest, generally may be withdrawn on demand but may be subject
to early withdrawal penalties which could reduce the Fund's yield. Deposits
subject to early withdrawal penalties or that mature in more than seven days are
treated as illiquid securities if there is no readily available market for the
securities. A Fund's investments in the obligations of foreign banks and their
branches, agencies or subsidiaries may be obligations of the parent, of the
issuing branch, agency or subsidiary, or both.

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 regulations 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.

BRADY BONDS. The Emerging Markets Fund may invest a portion of its assets in
certain sovereign debt obligations known as "Brady Bonds." Brady Bonds are
issued under the framework of the Brady Plan, an initiative announced by former
U.S. Treasury Secretary Nicholas F. Brady in 1989 as a mechanism for debtor
nations to restructure their outstanding external indebtedness. The Brady Plan
contemplates, among other things, the debtor nation's adoption of certain
economic reforms and the exchange of commercial bank debt for newly issued
bonds. In restructuring its external debt under the Brady Plan framework, a
debtor nation negotiates with its existing bank lenders as well as the World
Bank or the International Monetary Fund (the "IMF"). The World Bank or IMF
supports the restructuring by providing funds pursuant to loan agreements or
other arrangements that enable the debtor nation to collateralize the new Brady
Bonds or to replenish reserves used to reduce outstanding bank debt. Under these
loan agreements or other arrangements with the World Bank or IMF, debtor nations
have been required to agree to implement certain domestic monetary and fiscal
reforms. The Brady Plan sets forth only general guiding principles for economic
reform and debt reduction, emphasizing that solutions must be negotiated on a
case-by-case basis between debtor nations and their creditors.

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Brady Bonds are recent issues and do not have a long payment history. Agreements
implemented under the Brady Plan are designed to achieve debt and debt-service
reduction through specific options negotiated by a debtor nation with its
creditors. As a result, each country offers different financial packages.
Options have included the exchange of outstanding commercial bank debt for bonds
issued at 100% of face value of such debt, bonds issued at a discount of face
value of such debt, and bonds bearing an interest rate that increases over time
and the advancement of the new money for bonds. The principal of certain Brady
Bonds has been collateralized by U.S. Treasury zero coupon bonds with a maturity
equal to the final maturity of the Brady Bonds. Collateral purchases are
financed by the IMF, World Bank and the debtor nations' reserves. Interest
payments may also be collateralized in part in various ways. Brady Bonds are
often viewed as having collateralized and uncollateralized components. In light
of the residual risk associated with the uncollateralized components and, among
other factors, the history of defaults with respect to commercial bank loans by
public and private entities of countries issuing Brady Bonds, investments in
Brady Bonds can be viewed as speculative.

COMMON AND PREFERRED STOCK. The Equity Funds and the Convertible Securities Fund
may invest in common and preferred stock. Common stockholders are the owners of
the company issuing the stock and, accordingly, usually have the right to vote
on various corporate governance matters such as mergers. They are not creditors
of the company, but rather, upon liquidation of the company, are entitled to
their pro rata share of the company's assets after creditors (including fixed
income security holders) and, if applicable, preferred stock holders are paid.
Preferred stock is a class of stock having a preference over common stock as to
dividends or upon liquidation. A preferred stockholder is a shareholder in the
company and not a creditor of the company as is a holder of the company's fixed
income securities. Dividends paid to common and preferred stockholders are
distributions of the earnings or other surplus of the company and not interest
payments, which are expenses of the company. Equity securities owned by a Fund
may be traded in the over-the-counter market or on a securities exchange and may
not be traded every day or in the volume typical of securities traded on a major
U.S. national securities exchange. As a result, disposition by a Fund of a
portfolio security to meet redemptions by shareholders or otherwise may require
the Fund to sell the security at less than the reported value of the security,
to sell during periods when disposition is not desirable, or to make many small
sales over a lengthy period of time. The market value of all securities,
including equity securities, is based upon the market's perception of value and
not necessarily the book value of an issuer or other objective measure of a
company's worth.

CONVERTIBLE SECURITIES. The Equity Funds, the Convertible Securities Fund and
the Bond Fund may invest in convertible preferred stock and bonds, which are
fixed income securities that are convertible into common stock at a specified
price or conversion ratio. Because these securities have the characteristics of
both fixed income and equity securities, they sometimes are called "hybrid"
securities. In general, the value of a convertible security is the higher of its
investment value (its value as a fixed income security) and its conversion value
(the value of the underlying shares of common stock if the security is
converted). As a fixed income security, the value of a convertible security
generally increases when interest rates decline and generally decreases when
interest rates rise. The value of convertible securities, however, is also
influenced by the value of the underlying common stock. Thus, convertible
securities ordinarily will provide opportunities for

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producing both current income and longer-term capital appreciation. Convertible
securities rank senior to common stock in a corporation's capital structure but
are usually subordinate to any non-convertible fixed income securities.

EXCHANGE RATE-RELATED SECURITIES. The Emerging Markets Fund and 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
generally 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.

FLOATING AND VARIABLE RATE SECURITIES. Each Fund may purchase securities having
a floating or variable rate of interest. These securities pay interest at rates
that are adjusted periodically according to a specified formula, usually with
reference to an interest rate index or market interest rate. These adjustments
tend to decrease the security's price sensitivity to changes in interest rates.
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. Similar to fixed
rate debt instruments, variable and floating rate instruments are subject to
changes in value based on changes in market interest rates or changes in the
issuer's creditworthiness.

Certain variable rate securities pay interest at a rate that varies inversely to
prevailing short-term interest rates (sometimes referred to as inverse
floaters). For example, upon reset the interest rate payable on a security may
go down when the underlying index has risen. During periods when short-term
interest rates are relatively low as compared to long-term interest rates, a
Fund may attempt to enhance its yield by purchasing inverse floaters. Certain
inverse floaters may have an interest rate reset mechanism that multiplies the
effects of changes in the underlying index. While this form of leverage may
increase the security's yield, it may also increase the volatility of the
security's market value.

A floating or variable rate instrument may be subject to the Fund's percentage
limitation on illiquid securities 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 EXCHANGE CONTRACTS AND RELATED FUTURES AND OPTIONS. When investing in
foreign securities a Fund usually effects currency exchange transactions on a
spot (i.e., cash) basis at the spot rate prevailing in the foreign exchange
market. The Fund incurs foreign exchange expenses in converting assets from one
currency to another. Each of the Equity Funds may enter into forward foreign
currency exchange contracts for the purchase

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or 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 --
either to "lock in" the U.S. dollar price of the securities denominated in a
foreign currency or the U.S. dollar value of interest and dividends to be paid
on such securities, or to hedge against the possibility that the currency of a
foreign country in which a Fund has investments may suffer a decline against the
U.S. dollar -- or for non-hedging purposes. By entering into Forward Contracts,
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 also may 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 investment
adviser, 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 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.

For the Emerging Markets Fund, only a limited market, if any, currently exists
for hedging transactions relating to currencies in many emerging market
countries. This may limit the Emerging Market Fund's ability to effectively
hedge its investments in those emerging markets.

The Emerging Markets Fund and the International Fund may purchase put and call
options and write covered put and call options on foreign currencies for the
purpose of protecting against declines in the U.S. dollar value of foreign
currency denominated portfolio securities and against increases in the U.S.
dollar cost of such securities to be acquired. As in the case of other kinds of
options, however, the writing of an option on a foreign currency constitutes
only a partial hedge (up to the amount of the premium received) and the Fund
could be required to purchase or sell foreign currencies at disadvantageous
exchange rates, thereby incurring losses. The purchase of an option on a foreign
currency may constitute an effective hedge against fluctuations in exchange
rates although, in the event of rate movements adverse to the Fund's position,
it may forfeit the entire amount of the premium plus related transaction costs.
Options on foreign currencies to be written or purchased by the Fund are traded
on U.S. and foreign exchanges or over-the-counter.

FOREIGN SECURITIES. Each of the Emerging Markets Fund and the International Fund
may invest up to 100% of its total assets in dollar-denominated and
non-dollar-denominated foreign equity and debt securities. Each of the other
Equity Funds may invest up to 10% of its total assets in dollar-denominated
foreign equity and debt securities. The Short/Intermediate Bond Fund and the
Bond Fund (each with respect to 20% of its total assets) may invest in
non-convertible (and convertible in the case of the Bond Fund) debt 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

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not typically associated with investing in domestic securities that are
described in the Prospectus.

FUTURES CONTRACTS AND OPTIONS. The Equity Funds and the Fixed Income Funds may
attempt to reduce the risk of investment 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 exchanges. These Funds 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 it may invest
directly and that are traded on registered domestic securities 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 manager
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 or other appropriate assets 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 SAI.

GUARANTEED INVESTMENT CONTRACTS. The Short/Intermediate Bond 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

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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.

ILLIQUID SECURITIES AND RESTRICTED SECURITIES. Each Fund may invest up to 15%
(10% with respect to the Equity Fund and the Short/Intermediate Bond Fund) of
its net assets in securities that are considered illiquid. Historically,
illiquid securities have included securities subject to contractual or legal
restrictions on resale because they have not been registered under the
Securities Act of 1933 ("restricted securities"), securities which are otherwise
not readily marketable, such as over-the-counter options, and repurchase
agreements not entitling the holder to payment of principal in seven days. Under
the supervision of the Trust's Board of Trustees (or the Company's Board of
Directors), the investment adviser determines and monitors the liquidity of
portfolio securities.

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 investment adviser has determined that an adequate trading market
exists for such securities or that market quotations are readily available.
Limitations on resale may have an adverse effect on the marketability of
portfolio securities and a Fund might also have to register restricted
securities in order to dispose of them, resulting in expense and delay. A Fund
might not be able to dispose of restricted or other securities promptly or at
reasonable prices and might thereby experience difficulty satisfying
redemptions. There can be no assurance that a liquid market will exist for any
security at any particular time. The Funds may 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, for which an institutional market has developed.
Institutional investors depend on an efficient institutional market in which the
unregistered security can be readily resold or on the issuer's ability to honor
a demand for repayment of the unregistered security. A security's contractual or
legal restrictions on resale to the general public or to certain institutions
may not be indicative of the liquidity of the security. These securities may be
determined to be liquid in accordance with guidelines established by the Trust's
Board of Trustees (or the Company's Board of Directors). These guidelines take
into account trading activity in the securities and the availability of reliable
pricing information, among other factors. The Board of Trustees or Directors
monitors implementation of these guidelines on a periodic basis.

INVESTMENT COMPANY SECURITIES AND INVESTMENT FUNDS. 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 and the Short/Intermediate Bond Fund, also may invest in
securities issued by investment companies that invest in securities in which the
Fund could invest directly. Securities of investment companies may be acquired
by any of the Funds within the limits prescribed by the 1940 Act. These limit
each such Fund so that: (1) not more than 5% of its total assets will be
invested in the securities of any one investment company; (2) not more than 10%
of

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its total assets will be invested in the aggregate in securities of investment
companies as a group; and (3) 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.

Some emerging countries have laws and regulations that preclude direct foreign
investment in the securities of companies located there. However, indirect
foreign investment in the securities of companies listed and traded on the stock
exchanges in these countries is permitted by certain emerging countries through
specifically authorized investment funds. The Emerging Markets Fund and the
International Fund may invest in these investment funds.

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 investment adviser, are of investment quality
comparable to other permitted investments of a Fund, may be used for letter of
credit-backed investments.

MORTGAGE-BACKED SECURITIES. The Equity Funds, the Bond Fund, the
Short/Intermediate Bond Fund and the Intermediate Government Bond Fund may
invest in mortgage-backed securities, including collateralized mortgage
obligations ("CMOs") and Government Stripped Mortgage-Backed Securities.
Mortgage-backed securities represent an interest in a pool of mortgages
originated by lenders such as commercial banks, savings associations and
mortgage bankers and brokers. Mortgage-backed securities may be issued by
government-related entities or by non-governmental entities such as special
purpose trusts created by banks, savings associations, private mortgage
insurance companies or mortgage bankers. U.S. Government-related mortgage-backed
securities may be issued or guaranteed by the U.S. Government or one of its
agencies and backed by the full faith and credit of the U.S. Government, or
supported primarily or solely by the creditworthiness of the issuing U.S.
Government agency or other entity.

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. 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.

Even if the U.S. Government or one of its agencies guarantees principal and
interest payments of a mortgage-backed security, the market price of a
mortgage-backed security is

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not insured and may be subject to market volatility. When interest rates
decline, mortgage-backed securities experience higher rates of prepayment
because the underlying mortgages are refinanced to take advantage of the lower
rates. The prices of mortgage-backed securities may not increase as much as
prices of other debt obligations when interest rates decline, and
mortgage-backed securities may not be an effective means of locking in a
particular interest rate. In addition, any premium paid for a mortgage-backed
security may be lost if the security is prepaid. When interest rates rise,
mortgage-backed securities experience lower rates of prepayment. This has the
effect of lengthening the expected maturity of a mortgage-backed security. As a
result, prices of mortgage-backed securities may decrease more than prices of
other debt obligations when interest rates rise.

MUNICIPAL OBLIGATIONS. The Balanced Fund, the Tax-Exempt Bond Fund, the Bond
Fund, the Intermediate Tax-Exempt Bond Fund and the Short/Intermediate Bond Fund
may invest in municipal obligations. Municipal obligations include municipal
bonds, municipal notes and municipal commercial paper. These securities may be
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. Municipal bonds generally have a
maturity at the time of issuance of up to 30 years. Municipal notes are intended
to fulfill the short-term capital needs of the issuer and generally have
maturities at the time of issuance of three years or less. 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 Tax-Exempt Bond Fund and the
Intermediate Tax-Exempt Bond 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.

Municipal 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. The municipal notes in
which the Tax-Exempt Bond Fund and the Intermediate Tax-Exempt Bond Fund may
invest include tax anticipation notes, bond anticipation notes, and revenue
anticipation notes (which generally are issued in anticipation of various
seasonal revenues).

The Tax-Exempt Bond Fund and the Intermediate Tax-Exempt Bond Fund may invest in
municipal leases. Municipal leases, which may take the form of a lease or an
installment purchase or conditional sale contract, are issued by state and local
governments and authorities to acquire a wide variety of equipment and
facilities such as fire and sanitation vehicles, telecommunications equipment
and other capital assets. Although lease

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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.

REAL ESTATE INVESTMENT TRUSTS. The Emerging Markets Fund and the International
Fund may invest in REITs. REITs are pooled investment vehicles that invest
primarily in income producing real estate or real estate related loans or
interests. Investing in REITs involves certain unique risks in addition to those
risks associated with investing in the real estate industry in general. REITs
may be affected by changes in the value of the underlying property owned by the
REITs or the quality of loans held by the REIT. REITs are dependent upon
management skills, are not diversified, and are subject to the risks of
financing projects.

REITs are also subject to interest rate risks. When interest rates decline, the
value of a REIT's investment in fixed rate obligations can be expected to rise.
Conversely, when interest rates rise, the value of a REIT's investment in fixed
rate obligations can be expected to decline.

Investing in REITs involves risks similar to those associated with investing in
small capitalization companies. REITs may have limited financial resources, may
trade less frequently and in a limited volume and may be subject to more abrupt
or erratic price movements than larger company securities.

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
collateralized only by obligations that could otherwise be purchased by the Fund
(except with respect to maturity). The seller will be required to maintain in a
segregated account for the Fund cash or cash equivalent collateral equal to at
least 102% 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.

The Equity Funds and the 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
and the Short Intermediate

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Bond 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, the Equity Funds, the
Tax-Exempt Bond Fund, the Bond Fund, the Intermediate Tax-Exempt Bond Fund, the
Short/Intermediate Bond Fund and the Intermediate Government Bond Fund may enter
into puts with respect to portfolio securities with banks or broker-dealers
that, in the opinion of the investment 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.

SHORT SALES. The Emerging Markets Fund may from time to time sell securities
short without limitation, although initially it has no intention to sell
securities short. In a short sale, the Fund sells securities it does not own
(but has borrowed) in anticipation of a decline in the securities' market price.
All short sales by the Fund will be fully collateralized. Short sales involve
certain risks and special considerations; possible losses from short sales may
be unlimited, whereas losses from purchases of securities are limited to the
total amount invested. The Fund may also sell short "against the box," that is,
sell a security that the Fund owns or has the right to acquire, for delivery at
a specified date in the future.

SOVEREIGN DEBT. The Emerging Markets Fund and the International Fund may invest
in "sovereign debt," which is issued or guaranteed by emerging market
governments (including countries, provinces and municipalities) or their
agencies and instrumentalities. Sovereign debt may trade at a substantial
discount from face value. The Fund may hold and trade sovereign debt of emerging
market countries in appropriate circumstances and to participate in debt
conversion programs. Emerging country sovereign debt involves a high degree of
risk, is generally lower-quality debt, and is considered speculative in nature.
The issuer or governmental authorities that control sovereign debt repayment
("sovereign debtors") may be unable or unwilling to repay principal or interest
when due in accordance with the terms of the debt. A sovereign debtor's
willingness or ability to repay principal and interest due in a timely manner
may be affected by, among other factors, its cash flow situation, the extent of
its foreign reserves, the availability of sufficient foreign exchange on the
date a payment is due, the relative size of the debt service burden to the
economy as a whole, the sovereign debtor's policy towards the IMF and the
political constraints to which the sovereign debtor may be subject. Sovereign
debtors may also be dependent on expected disbursements from foreign
governments, multilateral agencies and others abroad to reduce principal and
interest arrearage on their debt. The commitment of these third parties to make
such disbursements may be conditioned on the sovereign debtor's implementation
of economic reforms or economic performance and the timely service of the
debtor's obligations. The sovereign debtor's failure to meet these conditions
may cause these third parties to cancel their commitments to provide funds to
the sovereign debtor,

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which may further impair the debtor's ability or willingness to timely service
its debts. In certain instances, the Fund may invest in sovereign debt that is
in default as to payments of principal or interest. In the event that the Fund
holds non-performing sovereign debt, the Fund may incur additional expenses in
connection with any restructuring of the issuer's obligations or in otherwise
enforcing its rights thereunder.

STAND-BY COMMITMENTS. The Balanced Fund, the Tax-Exempt Bond Fund and the
Intermediate Tax-Exempt Bond Fund may purchase municipal securities together
with the right to resell them to the seller or a third party at an agreed-upon
price or yield within specified periods prior to their maturity dates. Such a
right to resell is commonly known as a stand-by commitment, and the aggregate
price which a Fund pays for securities with a stand-by commitment may increase
the cost, and thereby reduce the yield, of the security. The primary purpose of
this practice is to permit a Fund to be as fully invested as practicable in
municipal securities while preserving the necessary flexibility and liquidity to
meet unanticipated redemptions. 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. Stand-by commitments involve certain expenses and risks, including the
inability of the issuer of the commitment to pay for the securities at the time
the commitment is exercised, non-marketability of the commitment, and
differences between the maturity of the underlying security and the maturity of
the commitment.

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 SECURITIES. Each of the Funds may invest in U.S. Government
Securities: obligations issued or guaranteed by the U.S. Government, its
agencies, instrumentalities or sponsored enterprises. U.S. Government Securities
may include U.S. Treasury securities and obligations issued or guaranteed by
U.S. Government agencies and instrumentalities and backed by the full faith and
credit of the U.S. Government, such as those guaranteed by the Small Business
Administration or issued by the Government National Mortgage Association. In
addition, U.S. Government Securities may include securities supported primarily
or solely by the creditworthiness of the issuer, such as securities of the
Federal National Mortgage Association, the Federal Home Loan Mortgage
Corporation and the Tennessee Valley Authority. There is no guarantee that the
U.S. Government will support securities not backed by its full faith and credit.
Accordingly, although these securities have historically involved little risk of
loss of principal if held to maturity, they may involve more risk than
securities backed by the U.S. Government's full faith and credit.

WARRANTS. The Equity Funds and the Convertible Securities Fund may invest in
warrants, which are options to purchase an equity security at a specified price
(usually representing a premium over the applicable market value of the
underlying equity security at the time of the warrant's issuance) and usually
during a specified period of time. Unlike convertible securities and preferred
stocks, warrants do not pay a fixed dividend. Investments in warrants involve
certain risks, including the possible lack of a liquid market for the resale

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of the warrants, potential price fluctuations as a result of speculation or
other factors and failure of the price of the underlying security to reach a
level at which the warrant can be prudently exercised (in which case the warrant
may expire without being exercised, resulting in the loss of the Fund's entire
investment therein).

WHEN-ISSUED, DELAYED DELIVERY AND FORWARD COMMITMENT SECURITIES. Each Fund may
purchase securities (including securities issued pursuant to an initial public
offering) on a "when-issued," "delayed delivery" or "forward commitment" 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 Funds do not earn income on such securities until settlement and
bear the risk of market value fluctuations in between the purchase and
settlement dates. New issues of stocks and bonds, private placements and
Government Securities may be sold in this manner.

ZERO COUPON SECURITIES. Each of the Funds may invest in zero coupon securities.
Zero coupon securities are debt securities that are issued and traded at a
discount and do not entitle the holder to any periodic payments of interest
prior to maturity. Zero coupon securities include separately traded principal
and interest components of securities issued or guaranteed by the U.S. Treasury.
These components are traded independently under the U.S. Treasury's Separate
Trading of Registered Interest and Principal of Securities ("STRIPS") program or
as Coupons Under Book Entry Safekeeping ("CUBES").

The International Fund and the Intermediate Government Bond Fund may invest in
other types of related zero coupon securities commonly known as "stripped"
securities. For instance, a number of banks and brokerage firms separate the
principal and interest portions of U.S. Treasury securities and sell them
separately in the form of receipts or certificates representing undivided
interests in these instruments. These instruments are generally held by a bank
in a custodial or trust account on behalf of the owners of the securities and
are known by various names, including Treasury Receipts ("TRs"), Treasury
Investment Growth Receipts ("TIGRs") and Certificates of Accrual on Treasury
Securities ("CATS"). Stripped securities also may be issued by corporations and
municipalities. Stripped securities will normally be considered illiquid
investments and will be acquired subject to the limitations on illiquid
investments.

Zero coupon securities are sold at original issue discount and pay no interest
to holders prior to maturity, but a Fund holding a zero coupon security must
include a portion of the original issue discount of the security as income.
Because of this, zero coupon securities may be subject to greater fluctuation of
market value than the other debt securities in which the Funds may invest. The
Funds distribute all of their net investment income, and may have to sell
portfolio securities to distribute imputed income, which may occur at a time
when the investment adviser would not have chosen to sell such securities and
which may result in a taxable gain or loss.

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INVESTMENT ADVISER, ADMINISTRATOR,
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603

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

INVESTMENT SUB-ADVISER
Hansberger Global Investors, Inc.
515 East Las Olas Boulevard, Suite 1300
Fort Lauderdale, Florida 33301

SUB-ADMINISTRATOR AND ACCOUNTING
SERVICES AGENT, SUB-TRANSFER AGENT
AND DIVIDEND DISBURSING AGENT
PFPC Inc.
103 Bellevue Parkway
Wilmington, Delaware 19809

SUB-ADMINISTRATOR AND DISTRIBUTOR
Funds Distributor, Inc.
60 State Street, Suite 1300
Boston, Massachusetts 02109

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

INDEPENDENT ACCOUNTANTS
[NAME]
[ADDRESS]

LEGAL COUNSEL
Bell, Boyd & Lloyd
Three First National Plaza
Chicago, Illinois 60602

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<PAGE> 64

Part B
(All other Statements of Additional Information)
Not Applicable in this Filing

<PAGE> 65

HARRIS INSIGHT(R) FUNDS
60 State Street, Suite 1300, Boston, Massachusetts 02109
Telephone: 800.982.8782

STATEMENT OF ADDITIONAL INFORMATION

ADVISOR SHARES

_______, 1999

Harris Insight Funds Trust (the "Trust") is an open-end, diversified
management investment company that currently offers a selection of thirteen
investment portfolios. HT Insight Funds, Inc. d/b/a Harris Insight Funds (the
"Company") is an open-end, diversified management investment company that
currently offers a selection of five investment portfolios. Twelve of the
thirteen portfolios of the Trust and two of the five 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:

- - Harris Insight Emerging Markets Fund

- - Harris Insight International Fund

- - Harris Insight Small-Cap Opportunity Fund

- - Harris Insight Small-Cap Value Fund

- - Harris Insight Growth Fund

- - Harris Insight Equity Fund

- - Harris Insight Equity Income Fund

- - Harris Insight Balanced Fund

- - Harris Insight Convertible Securities Fund

- - Harris Insight Tax-Exempt Bond Fund

- - Harris Insight Bond Fund

- - Harris Insight Intermediate Tax-Exempt Bond Fund

- - Harris Insight Short/Intermediate Bond Fund

- - Harris Insight Intermediate Government Bond Fund

This Statement of Additional Information is not a prospectus and is
authorized for distribution only when preceded or accompanied by the Funds'
related Prospectus dated ________, 1999 and any supplement thereto (the
"Prospectus"). This Statement of Additional Information contains additional
information that should be read in conjunction with the Prospectus, 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.

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Investment Strategies..........................................................3
Ratings.......................................................................20
Investment Restrictions.......................................................21
Management....................................................................22
Service Plans.................................................................28
Calculation of Yield and Total Return.........................................29
Additional Purchase and Redemption Information................................30
Determination of Net Asset Value..............................................31
Portfolio Transactions .......................................................31
Federal Income Taxes..........................................................32
Capital Stock and Beneficial Interest.........................................35
Other.........................................................................36
Custodian.....................................................................36
Independent Accountants.......................................................36
Appendix A....................................................................37
</TABLE>

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INVESTMENT STRATEGIES

ASSET-BACKED SECURITIES. A Fund may purchase asset-backed securities,
which represent direct or indirect participations in, or are secured by and
payable from, assets other than mortgage-backed assets such as motor vehicle
installment sales contracts, installment loan contracts, leases of various types
of real and personal property and receivables from revolving credit (credit
card) agreements. In accordance with guidelines established by the Board of
Trustees or Board of Directors, as the case may be, asset-backed securities may
be considered illiquid securities and, therefore, may be subject to a Fund's
limitation on such investments. Asset-backed securities, including adjustable
rate asset-backed securities, have yield characteristics similar to those of
mortgage-backed securities and, accordingly, are subject to many of the same
risks, including prepayment risk.

Assets are securitized through the use of trusts and special purpose
corporations that issue securities that 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.
Asset-backed securities do not always have the benefit of a security interest in
collateral comparable to the security interests associated with mortgage-backed
securities. As a result, the risk that recovery on repossessed collateral might
be unavailable or inadequate to support payments on asset-backed securities is
greater for asset-backed securities than for mortgage-backed securities. In
addition, because asset-backed securities are relatively new, the market
experience in these securities is limited and the market's ability to sustain
liquidity through all phases of an interest rate or economic cycle has not been
tested.

BANK OBLIGATIONS. Bank obligations include negotiable certificates of
deposit, bankers' acceptances and fixed time deposits. The Short/Intermediate
Bond Fund may invest more than 25% of the current value of its total assets in
obligations (including repurchase agreements) of: (a) 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 Comptroller of the Currency or whose deposits are
insured by the Federal Deposit Insurance Corporation ("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.

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

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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. 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.

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

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<PAGE> 69
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. Harris Investment Management,
Inc. ("HIM" or the "Portfolio Management Agent") or Hansberger Global Investors,
Inc. ("Hansberger" or the "Investment Sub-Adviser") 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 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 income received on certificates of
participation in tax-exempt municipal obligations constitutes interest from
tax-exempt obligations.

FOREIGN INVESTMENT COMPANIES. Some of the countries in which the
Emerging Markets Fund or International Fund may invest may not permit, or may
place economic restrictions on, direct investment by outside investors.
Investments in such countries may be permitted only through foreign
government-approved or authorized investment vehicles, which may include other
investment companies. The Fund may also invest in other investment companies
that invest in foreign securities. Investing through such vehicles may involve
frequent or layered fees or expenses and may also be subject to limitation under
the Investment Company Act of 1940, as amended (the "1940 Act"). Under the 1940
Act, a Fund may invest up to 10% of its assets in shares of investment companies
and up to 5% of its assets in any one investment company as long as the
investment does not represent more than 3% of the voting stock of the acquired
investment company.

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 Emerging Markets Fund and 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

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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.

FOREIGN CURRENCY FORWARD CONTRACTS. The Emerging Markets Fund and the
International Fund may enter into foreign currency forward contracts for the
purchase or sale of a fixed quantity of a foreign currency at a future date
("forward contracts"). Forward contracts may be entered into by the Fund 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. The 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
Investment Adviser or Investment Sub-Adviser believes that the value of a
particular foreign currency will increase or decrease relative to the value of
the U.S. dollar, the Fund may purchase or sell such currency, respectively,
through a forward contract. If the expected changes in the value of the currency
occur, the 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, the Fund may sustain losses which will reduce its gross income. Such
transactions, therefore, could be considered speculative.

The Fund has established procedures consistent with statements by the
Securities and Exchange Commission and its staff (the "Commission") 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 the Fund satisfies this
requirement through segregation of assets, it will segregate appropriate liquid
securities, which will be marked to market on a daily basis, in an amount equal
to the value of its commitments under forward contracts.

Currently, only a limited market, if any, exists for hedging
transactions relating to currencies in many emerging market countries or to
securities of issuers domiciled or principally engaged in business in emerging
market countries. This may limit the Fund's ability to effectively hedge its
investments in those emerging markets.

FOREIGN CURRENCY FUTURES. Generally, foreign currency futures provide
for the delivery of a specified amount of a given currency, on the exercise
date, for a set exercise price denominated in U.S. dollars or other currency.
Foreign currency futures contracts would be entered into for the same reason and
under the same circumstances as forward contracts. Hansberger will assess such
factors as cost spreads, liquidity and transaction costs in determining whether
to utilize futures contracts or forward contracts in its foreign currency
transactions and hedging strategy.

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<PAGE> 71
Purchasers and sellers of foreign currency futures contracts are
subject to the same risks that apply to the buying and selling of futures
generally. In addition, there are risks associated with foreign currency futures
contracts and their use as a hedging device similar to those associated with
options on foreign currencies described below. Further, settlement of a foreign
currency futures contract must occur within the country issuing the underlying
currency. Thus, the Fund must accept or make delivery of the underlying foreign
currency in accordance with any U.S. or foreign restrictions or regulations
regarding the maintenance of foreign banking arrangements by U.S. residents and
may be required to pay any fees, taxes or charges associated with such delivery
which are assessed in the issuing country.

FOREIGN CURRENCY OPTIONS. The Emerging Markets Fund and the
International Fund may purchase and write options on foreign currencies for
purposes similar to those involved with investing in forward contracts. For
example, in order to protect against declines in the dollar value of portfolio
securities which are denominated in a foreign currency, the Fund may purchase
put options on an amount of such foreign currency equivalent to the current
value of the portfolio securities involved. As a result, the Fund would be able
to sell the foreign currency for a fixed amount of U.S. dollars, thereby
securing the dollar value of the portfolio securities (less the amount of the
premiums paid for the options). Conversely, the Fund may purchase call options
on foreign currencies in which securities it anticipates purchasing are
denominated to secure a set U.S. dollar price for such securities and protect
against a decline in the value of the U.S. dollar against such foreign currency.
The Fund may also purchase call and put options to close out written option
positions.

The Fund may also write covered call options on foreign currency to
protect against potential declines in its portfolio securities which are
denominated in foreign currencies. If the U.S. dollar value of the portfolio
securities falls as a result of a decline in the exchange rate between the
foreign currency in which it is denominated and the U.S. dollar, then a loss to
the Fund occasioned by such value decline would be ameliorated by receipt of the
premium on the option sold. At the same time, however, the Fund gives up the
benefit of any rise in value of the relevant portfolio securities above the
exercise price of the option and, in fact, only receives a benefit from the
writing of the option to the extent that the value of the portfolio securities
falls below the price of the premium received. The Fund may also write options
to close out long call option positions. A covered put option on a foreign
currency would be written by the Fund for the same reason it would purchase a
call option, namely, to hedge against an increase in the U.S. dollar value of a
foreign security which the Fund anticipates purchasing. Here, the receipt of the
premium would offset, to the extent of the size of the premium, any increased
cost to the Fund resulting from an increase in the U.S. dollar value of the
foreign security. However, the Fund could not benefit from any decline in the
cost of the foreign security which is greater than the price of the premium
received. The Fund may also write options to close out long put option
positions. The markets in foreign currency options are relatively new and the
Fund's ability to establish and close out positions on such options is subject
to the maintenance of a liquid secondary market.

The value of a foreign currency option depends upon the value of the
underlying currency relative to the U.S. dollar. As a result, the price of the
option position may vary with changes in the value of either or both currencies
and have no relationship to the investment merits of a foreign security,
including foreign securities held in a "hedged" investment portfolio. Because
foreign currency transactions occurring in the interbank market involve
substantially larger amounts than

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<PAGE> 72
those that may be involved in the use of foreign currency options, investors may
be disadvantaged by having to deal in an odd lot market (generally consisting of
transactions of less than $1 million) for the underlying foreign currencies at
prices that are less favorable than for round lots.

There is no systematic reporting of last sale information for foreign
currencies or any regulatory requirement that quotations available through
dealers or other market sources be firm or revised on a timely basis. Quotation
information available is generally representative of very large transactions in
the interbank market and thus may not reflect relatively smaller transactions
(i.e., less than $1 million) where rates may be less favorable. The interbank
market in foreign currencies is a global, around-the-clock market. To the extent
that the U.S. options markets are closed while the markets for the underlying
currencies remain open, significant price and rate movements may take place in
the underlying markets that are not reflected in the options market.

FORWARD CONTRACTS. Forward contracts may be entered into by the Equity
Fund, the Equity Income Fund, the Growth Fund, the Small-Cap Opportunity Fund,
the Small-Cap Value Fund, the Index Fund, the Emerging Markets 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 segregate appropriate liquid securities, which will be marked to
market on a daily basis, in an amount equal to the value of its commitments
under forward contracts.

GOVERNMENT SECURITIES. Government securities consist of obligations
issued or guaranteed by the U.S. Government, its agencies, instrumentalities or
sponsored enterprises ("Government Securities"). 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 discretionary authority of
the U.S. 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

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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 U.S. Government support of agencies or
instrumentalities is discretionary, no assurance can be given that the U.S.
Government will provide financial support, since it is not lawfully obligated to
do so.

INDEX FUTURES CONTRACTS AND OPTIONS ON INDEX FUTURES CONTRACTS. All
Equity Funds and Fixed Income Funds 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 or the
Sub-Adviser 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 be 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.

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 Standard & Poor's ("S&P") or A or higher
by Moody's Investors Service ("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 segregate
appropriate liquid securities equal to the market value of the futures
contracts.

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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 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's successful use of index futures contracts and options on
indices depends upon the Portfolio Management Agent's or Sub-Adviser's ability
to predict the direction of the market and is

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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 below under "Interest Rate Futures
Contracts and Related Options."

INTEREST RATE FUTURES CONTRACTS AND RELATED OPTIONS. All Equity Funds
and Fixed Income Funds 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 U. S. Treasury Bonds, ten-year U.S.
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

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<PAGE> 76
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 or appropriate liquid securities equal to the
notional market value of the underlying contract will be segregated to cover 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 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 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

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<PAGE> 77
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 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 or Sub-Adviser'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 or
Sub-Adviser anticipates an extreme change in interest rates or market
conditions.

See additional risk disclosure above 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 Sub-Adviser, are of investment quality comparable to other
permitted investments of a Fund, may be used for letter of credit backed
investments.

MORTGAGE-RELATED SECURITIES. All Equity Funds, the Short/Intermediate
Bond Fund, the Bond Fund and the Intermediate Government Bond Fund may invest in
mortgage-backed securities, including collateralized mortgage obligations
("CMOs") and Government Stripped Mortgage-Backed Securities. The Intermediate
Government Bond 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.

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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.

Even if the U.S. Government or one of its agencies guarantees principal
and interest payments of a mortgage-backed security, the market price of a
mortgage-backed security is not insured and may be subject to market volatility.
When interest rates decline, mortgage-backed securities experience higher rates
of prepayment because the underlying mortgages are refinanced to take advantage
of the lower rates. The prices of mortgage-backed securities may not increase as
much as prices of other debt obligations when interest rates decline, and
mortgage-backed securities may not be an effective means of locking in a
particular interest rate. In addition, any premium paid for a mortgage-backed
security may be lost if the security is prepaid. When interest rates rise,
mortgage-backed securities experience lower rates of prepayment. This has the
effect of lengthening the expected maturity of a mortgage-backed security. As a
result, prices of mortgage-backed securities may decrease more than prices of
other debt obligations when interest rates rise.

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 or the Sub-Adviser 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

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<PAGE> 79
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 Bond Fund and the
Tax-Exempt Bond 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.

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 Prospectus, the Balanced
Fund, the Short/Intermediate Bond Fund, the Bond Fund, the Intermediate
Tax-Exempt Bond Fund and the Tax-Exempt Bond 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.

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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 Bond Fund, the Balanced Fund, the Bond Fund, the
Intermediate Tax-Exempt Bond Fund and the Tax-Exempt Bond 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 or "BBB"
or better by 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.

PUT AND CALL OPTIONS. All Equity Funds and Fixed Income Funds 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 such cash is segregated) 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 appropriate liquid
assets representing the difference are segregated by the Fund. A put option is
"covered" if a Fund maintains appropriate liquid securities with a value equal
to the exercise price, 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

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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.

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.

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.

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 collateralized only by obligations
that could otherwise be purchased by the Fund (except with respect to maturity).
The seller will be required to maintain in a segregated account for the Fund
cash or cash equivalents equal to at least 102% 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 and the Short/Intermediate Bond
Fund) 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 Board of Trustees, as the case may be.

Certain of the Funds may enter into reverse repurchase agreements,
which are detailed in the Prospectus.

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SECURITIES LENDING. Each Fund may lend to brokers, dealers and
financial institutions securities from its portfolio representing up to
one-third of the Fund's total 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 or the 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 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 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, Harris Trust and Savings Bank (the
"Investment Adviser"), the Portfolio Management Agent, the Sub-Adviser or the
Distributor.

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 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 Bond Fund, the Bond Fund, the
Intermediate Government Bond Fund, the Intermediate Tax-Exempt Bond Fund and the
Tax-Exempt Bond 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. 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.

SHORT SALES. With respect to Emerging Markets Fund, when the Fund sells
short, it borrows the securities that it needs to deliver to the buyer. The Fund
must arrange through a broker to borrow these securities and will become
obligated to replace the borrowed securities at whatever their market price may
be at the time of replacement. The Fund may have to pay a premium to borrow the
securities and must pay any dividends or interest payable on the securities
until they are replaced.

18
<PAGE> 83
The Fund's obligation to replace the securities borrowed in connection
with a short sale will be secured. The proceeds the Fund receives from the short
sale will be held on behalf of the broker until the Fund replaces the borrowed
securities, and the Fund will deposit collateral with the broker; this
collateral will consist of cash or liquid, high grade debt obligations. In
addition, the Fund will deposit collateral in a segregated account with the
Fund's custodian; this collateral will consist of cash or liquid, high grade
debt obligations equal to any difference between the market value of (1) the
securities sold at the time they were sold short and (2) any collateral
deposited with the broker in connection with the short sale (not including the
proceeds of the short sale).

The Emerging Markets Fund may sell securities short against the box to
hedge unrealized gains on portfolio securities. If the Fund sells securities
short against the box, it may protect unrealized gains, but will lose the
opportunity to profit on such securities if the price rises.

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.

When a Fund agrees to purchase securities on a when-issued or forward
commitment basis, PNC Bank, N.A. (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.

19
<PAGE> 84
ZERO COUPON SECURITIES. A zero coupon security, which may be purchased
by each of the Funds, 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 U.S. Government or one of its agencies or instrumentalities or
issued by private corporate issuers. These securities may not be issued or
guaranteed by the U.S. Government. Typically, an investment brokerage firm or
other financial intermediary 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 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 Prospectus.
However, the Portfolio Management Agent or the Sub-Adviser 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 Funds will attempt to use comparable ratings as standards
for investments in accordance with the investment policies contained in the
Prospectus and in this Statement of Additional Information.

For additional information on ratings, see Appendix A to this Statement
of Additional Information.

20
<PAGE> 85
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 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 and the Short/Intermediate Bond Fund, 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 or the Short/Intermediate Bond
Fund, invest an amount in excess of 10% (and 15% for the Emerging Markets Fund)
of the current value of such Fund's net assets in repurchase agreements having
maturities of more than seven days, variable amount master demand notes having
notice periods of more than seven days, fixed time deposits that are subject to
withdrawal penalties and have maturities of more than seven days, securities
that are not readily marketable and other illiquid securities (including certain
GICs and BICs);

(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 Bond Fund and the Equity Fund, 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 and the Short/Intermediate Bond Fund, for short-term credits
necessary for the clearance of transactions and margin payments in connection
with transactions in stock index futures contracts, and (ii) with respect to the
remaining Funds, for short-term credits necessary for the clearance of
transactions and margin payments in connection with transactions in futures,
options and options on futures) or (except with respect to Emerging Markets
Fund) make short sales of securities;

(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

21
<PAGE> 86
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 Bond Fund or the Equity 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 Equity Fund may not invest in securities of companies
that have been in business less than three years.

In addition, the Short/Intermediate Bond 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 and Beneficial Interest."

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.

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

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 60 State Street, Suite 1300, Boston, Massachusetts 02109.

22
<PAGE> 87

C. GARY GERST, Trustee and Director; Chairman of the Board of Directors and
Chairman of the Board of Trustees - 200 East Randolph Drive, Floor 43, Chicago,
Illinois 60601. Age 59. Chairman Emeritus since 1993 and formerly Co-Chairman,
LaSalle Partners Ltd. (real estate investment management and consulting).
Director, Trustee or Partner, LaSalle Street Fund Inc., LaSalle Street Fund Inc.
of Delaware, DEL-LPL Limited Partnership, DEL-LPAML Limited Partnership,
Nonlinear Dynamics, Inc., and Evanston Northwestern Healthcare.

EDGAR R. FIEDLER, Trustee and Director - 845 Third Avenue, New York, New York
10022. Age 69. Senior Fellow and Economic Counsellor, The Conference Board;
Director or Trustee, The Stanley Works, Emerging Mexico Fund, AARP Income Trust,
Scudder Institutional Funds, Scudder Pathway Series, Brazil Fund and PEG Capital
Management. Formerly Assistant Secretary of the Treasury for Economic Policy
(1971-1975).

JOHN W. McCARTER, JR., Trustee and Director - Roosevelt Road at Lakeshore Drive,
Chicago, Illinois 60605. Age 60. President and Chief Executive Officer, The
Field Museum of Natural History since 1996. Former Senior Vice President and
Director of Booz-Allen & Hamilton, Inc. (consulting firm) from April 1987 to
April 1997; Director of W.W. Grainger, Inc. and A.M. Castle, Inc.

ERNEST M. ROTH, Trustee and Director - 205 Abingdon Avenue, Kenilworth, Illinois
60043. Age 71. 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.

PAULA WOLFF, Trustee and Director - University Park, Illinois 60466. Age 53.
President, Governors State University since 1992. Chair, University of Chicago
Hospitals, and Director, Ariel Capital Management.

GEORGE A. RIO, President, Treasurer and Chief Financial Officer. Age __.
Executive Vice President and Director of Client Services and Treasury
Administration of Funds Distributor, Inc. Executive Vice President of Premier
Mutual Fund Services, Inc., an affiliate of Funds Distributor ("Premier
Mutual"), and an officer of certain investment companies distributed by Funds
Distributor. From [DATES], Mr. Rio was Senior Vice President, Financial
Institutions Division of Putnam Investments. From [DATES], Mr. Rio was Director
of Business Development of First Data Investor Services Group, Inc. From
[DATES], Mr. Rio was Director of Mutual Fund Client Services Division of The
Boston Company, Inc.

CHRISTOPHER J. KELLEY, Vice President and Secretary. Vice President and Senior
Associate General Counsel of Funds Distributor and Premier Mutual, and an
officer of certain investment companies distributed by Funds Distributor. From
April 1994 to July 1996, Mr. Kelley was Assistant Counsel at Forum Financial
Group. From October 1992 to March 1994, Mr. Kelley was employed by Putnam
Investments in legal and compliance capacities. He is 33 years old.

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.

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<PAGE> 88
The following table summarizes the compensation paid by the Company to
the Directors of the Company and paid by the Trust to the Trustees of the Trust
for the fiscal year ended December 31, 1997:

<TABLE>
<CAPTION>
Aggregate Pension or Estimated Total
Aggregate Compensation Retirement Annual Compensation
Compensation from the Benefit Accrued Benefits upon from the Fund
Name of Person, Position from the Trust Company as Part of Fund Retirement Complex*
Expenses
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
C. Gary Gerst, $10,946 $26,054 None None $37,000
Chairman, Director and
Trustee

Edgar R. Fiedler, $8,727(1) $20,773(1) None None $29,500
Director and Trustee

John W. McCarter, Jr. $8,727 $20,773 None None $29,500
Director and Trustee

Ernest M. Roth, $8,727 $20,773 None None $29,500
Director and Trustee

Paula Wolff@, $0 $0 None None $0
Director and Trustee
</TABLE>

* "Fund Complex" includes the Company and the Trust.

(1) For the period June 1988 through December 31, 1997, the total amount of
compensation (including interest) payable or accrued for Mr. Fiedler
was $198,328 pursuant to the Company's Deferred Compensation Plan for
its independent Directors.

@ Became a Director of the Company and a Trustee of the Trust on July 16,
1998.

Investment Adviser, Portfolio Management Agent and Investment
Sub-Adviser. Each of the Funds is advised by Harris Trust. With respect to the
Funds, Harris Trust has entered into Portfolio Management Contracts with 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.

HIM has entered into Investment Sub-Advisory Agreements (the
"Sub-Advisory Contracts") with Hansberger. Under the Sub-Advisory Contracts,
Hansberger manages the investment of assets of the Emerging Markets Fund and the
International Fund. In carrying out its obligations under the Sub-Advisory
Contracts, Hansberger (i) obtains and evaluates pertinent economic, statistical,
financial and other information affecting the economic regions and individual
national economies generally, together with information specific to individual
companies or industries, the securities of which are included in the Funds'
investment portfolio or may be under consideration for inclusion therein; and
(ii) formulates, recommends, and executes an ongoing program of investment for
the Funds consistent with the Funds' investment objectives, policies,

24
<PAGE> 89
strategy, and restrictions. Under the Sub- Advisory Contracts, HIM remains
responsible for the supervision and oversight of Hansberger's performance.

Harris Trust, HIM or Hansberger 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 and
Hansberger analyze 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 Contracts with respect to the Funds other than the
Emerging Markets Fund and the International Fund will continue in effect from
year to year, provided that such continuance is specifically approved annually
(i) by the holders of a majority of the outstanding voting securities of the
Funds or by the Board of Directors or the Board of Trustees, as the case may be,
and (ii) by a majority of the Directors of the Company or the Trustees of the
Trust, as the case may be, who are not parties to the Advisory Contracts or
"interested persons" (as defined in the 1940 Act) of any such party.

The Portfolio Management Contracts with respect to the remaining Funds
other than the Emerging Markets Fund and the International Fund will continue in
effect from year to year, provided that such continuance is specifically
approved as described in the immediately preceding paragraph.

The Advisory Contracts, the Portfolio Management Contracts and the
Sub-Advisory Contracts with respect to the Emerging Markets Fund and the
International Fund will continue in effect until February 23, 1999, and
thereafter from year to year provided the continuance is approved annually (i)
by the holders of a majority of the outstanding voting securities of the
Emerging Markets Fund and the International Fund or by the Board of Trustees and
(ii) by a majority of the Trustees of the Trust who are not parties to the
Sub-Advisory Contracts or "interested persons" (as defined in the 1940 Act) of
any such party. Such Sub-Advisory Contracts may be terminated on 60 days'
written notice by either party and will terminate automatically if assigned.

Harris Trust may from time to time offer programs under which it may
make contributions to certain organizations based on shares of the Funds held by
members of the organizations and in an amount up to 0.10% of the value of those
shares. These contributions are expenses of Harris Trust and are not Fund
expenses, and thus will not affect Fund performance.

Portfolio Management. The skilled teams behind the Harris Insight Funds
believe that consistent investment performance requires discipline, focus,
knowledge, and excellent informational resources.

The money management philosophy that HIM employs focuses on two key
points:

- - Active management is a key component of superior performance.

25
<PAGE> 90
- - A systematic investment process may increase both consistency and
levels of relative performance.

Experience and creativity, combined with technological support, are
most likely to result in successful investment decisions. HIM offers investors
that powerful combination for managing their money. More importantly, instead of
relying on individual stars to manage its mutual funds, HIM has established a
strong professional team of seasoned portfolio managers and analysts. Together,
they take a quantitatively-driven approach to investing, focusing on their
investors' needs, concerns and investment goals.

HIM is a leader in the application of analytic techniques used in the
selection of portfolios. HIM's equity investment process focuses on maintaining
a well-diversified portfolio of stocks whose prices are determined to be
attractively ranked based upon their future potential.

After identifying the appropriate type of universe for each Fund -
whether the stocks are issued by large, established companies, or by smaller
firms - HIM gathers fundamental, quality and liquidity data. A multi-factor
model then ranks and/or scores the stocks. Stocks which fail to meet HIM's
hurdles are removed from further consideration.

Attractive stocks are periodically identified and added to the
portfolio, while those that have become unattractive are systematically
replaced. Fund portfolio managers, in conjunction with HIM's experienced
research analysts, play a role throughout the process.

HIM actively manages taxable and tax-exempt fixed income securities
using a highly disciplined, quantitatively-based investment process. This
enables HIM to create portfolios of fixed income securities that it believes are
undervalued based upon their future potential. HIM seeks securities in specific
industries or areas of the country that, it believes, offer the best value and
stand to benefit from anticipated changes in interest rates.

Using quantitative models that attempt to ensure competitive results in
both rising and falling markets, bond portfolio managers select securities
within different industries while managing interest rate risk. These
quantitative models have the ability to measure changes in the economy, changes
in the prices of various goods and services, and changes in interest rates.
Potential purchases are finally reviewed with regard to their suitability,
credit assessment and the impact to the overall portfolio.

The following table shows the dollar amount of fees payable to the
Investment Adviser for its services with respect to each Fund, the amount of fee
that was waived by the Investment Adviser, if any, and the actual fee received
by the Investment Adviser. This data is for the past three fiscal years or
shorter period if the Fund has been in operation for a shorter period.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Gross Advisory Fee Advisory Fee Voluntarily Waived Net Advisory Fee
($) ($) ($)
- --------------------------------------------------------------------------------------------------------------------------------
1995 1996 1997 1995 1996 1997 1995 1996 1997
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Intermediate -- -- 453,478 -- -- 283,923 -- -- 169,555
Government Bond
Fund

Short/Intermediate 327,473 1,594,951 1,950,205 166,376 684,243 812,087 161,097 910,708 1,138,118
Bond Fund
</TABLE>

26
<PAGE> 91

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Intermediate -- 1,120,322 1,195,229 -- 32,722 2,062 -- 1,087,600 1,193,167
Tax-Exempt Bond
Fund

Bond Fund -- 148,028 617,981 -- 88,847 277,603 -- 59,181 340,378

Tax-Exempt Bond -- 829,656 1,034,844 -- 26,205 564 -- 803,451 1,034,280
Fund

Convertible -- -- 325,654 -- -- 20,552 -- -- 305,102
Securities Fund

Balanced Fund -- -- 297,432 -- -- 18,183 -- -- 279,249

Equity Income Fund -- 182,866 265,358 -- 9,997 10,661 -- 172,869 254,697

Equity Fund 365,839 3,549,319 5,497,774 -- -- -- 365,839 3,549,319 5,497,774

Growth Fund -- 529,786 875,635 -- 20,952 13,517 -- 508,834 862,118

Small-Cap Value -- -- 447,182 -- -- 38,615 -- -- 408,567
Fund

Small-Cap -- 1,137,914 2,218,918 -- 23,743 17,029 -- 1,114,171 2,201,889
Opportunity Fund

International Fund -- 934,699 1,796,685 -- 17,146 32,097 -- 917,553 1,764,588

Emerging Markets -- -- 37,994 -- -- 10,336 -- -- 27,658
Fund
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Administrator. Harris Trust serves as the Funds' administrator
("Administrator") pursuant to Administration Agreements with the Company and the
Trust and in that capacity generally assists the Funds in all aspects of their
administration and operation. The Administrator has entered into a
Sub-Administration Agreement with Funds Distributor, Inc. ("Funds Distributor")
and Sub-Administration and Accounting Services Agreements with PFPC Inc.
("PFPC") (the "Sub-Administrators") on behalf of the Company and the Trust.
Funds Distributor has agreed to furnish officers for the Company and the Trust;
provide corporate secretarial services; prepare and file various reports with
the appropriate regulatory agencies; and prepare various materials required by
the Commission. PFPC has agreed to furnish officers for the Company and the
Trust; 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; and prepare various materials required by any state securities
commission having jurisdiction over the Company or the Trust.

The following table shows the dollar amount of fees payable to the
Administrator for its services with respect to each Fund, the amount of fee that
was waived by the Administrator, if any, and the actual fee received by the
Administrator. The data is for the past three fiscal years or shorter period if
the Fund has been in operation for a shorter period.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Administration Fee ($) Reduction by Net Administration Fee ($)
Administrator ($)
- ------------------------------------------------------------------------------------------------------------------------------
1995 1996 1997 1995 1996 1997 1995 1996 1997
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Intermediate -- -- 96,088 -- -- -- -- -- 96,088
Government Bond Fund

Short/Intermediate 56,091 260,768 385,023 3,707 15,143 -- 52,384 245,625 385,023
Bond Fund

Intermediate -- 201,598 273,834 -- 12,277 -- -- 189,321 273,834
Tax-Exempt Bond Fund

Bond Fund -- 24,268 129,517 -- 1,523 -- -- 22,745 129,517
</TABLE>

27
<PAGE> 92

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Tax-Exempt Bond Fund -- 155,225 238,688 -- 8,902 -- -- 146,323 238,688

Convertible -- -- 63,999 -- -- -- -- -- 63,999
Securities Fund

Balanced Fund -- -- 68,073 -- -- -- -- -- 68,073

Equity Income Fund -- 28,389 52,398 -- -- -- -- 28,389 52,398

Equity Fund 63,669 573,867 1,078,273 3,826 -- -- 59,843 573,867 1,078,273

Growth Fund -- 64,717 134,450 -- -- -- -- 64,717 134,450

Small-Cap Value Fund -- -- 77,285 -- -- -- -- -- 77,285

Small-Cap -- 126,884 304,109 -- -- -- -- 126,884 304,109
Opportunity Fund

International Fund -- 109,741 248,075 -- -- -- -- 109,741 248,075

Emerging Markets -- -- 4,309 -- -- -- -- -- 4,309
Fund
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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. For the period ended December 31, 1997, fees for services rendered by
the Distributor were paid by the Co-Administrators and the Administrator.

Other Information Pertaining to Distribution, Administration,
Sub-Administration, Custodian, Transfer Agency and Sub-Transfer Agency
Agreements. Harris Trust serves as the transfer agent and dividend disbursing
agent ("Transfer Agent") of the Funds pursuant to Transfer Agency Services
Agreements with the Company and the Trust. The Transfer Agent has entered into
Sub-Transfer Agency Services Agreements with PFPC (the "Sub-Transfer Agent") on
behalf of the Company and the Trust. PFPC is an affiliate of PNC Bank, N.A., the
Custodian for the Company and the Trust. PFPC and PNC Bank, N.A. are not
affiliates of Funds Distributor, Harris Trust, HIM or Hansberger.

SERVICE PLANS

As indicated in the Prospectus, the Funds have adopted a Service Plan
for Advisor Shares under Section 12(b) of the 1940 Act and Rule 12b-1
promulgated thereunder ("Rule 12b-1") that provides for distribution/service
fees of up to 0.35% (on an annualized basis) of the average daily net assets
attributable to Advisor Shares. The 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 in 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).
The Service Plan will continue in effect from year to year if such continuance
is approved by a majority

28
<PAGE> 93

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 Plan must also be approved by such vote of the Trustees or Directors and
the Qualified Directors or Qualified Trustees. 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
proper Fund. The Service Plan may not be amended to increase materially the
amounts payable to Service Organizations without the approval of a majority of
the outstanding voting securities of the proper Fund, and no material amendment
to the 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.

The 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. The Funds bear the costs and expenses connected with
advertising and marketing the Funds' Advisor 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 Organizations") for servicing activities,
as described below, at a rate of up to 0.35% per annum of the value of a Fund's
average daily net assets with respect to its Advisor Shares.

Servicing activities provided by Service Organizations to their
customers investing in Advisor 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
Organization is permitted by applicable statute, rule or regulation.

<PAGE> 94

CALCULATION OF YIELD AND TOTAL RETURN

A standardized "tax-equivalent yield" may be quoted for the Tax-Exempt
Bond Fund and the Intermediate Tax-Exempt Bond 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.

The Trust or the Company, as the case may be, makes available 30-day
yield quotations with respect to Advisor Shares of the 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 Trust or the Company, as the case may be, also makes available
total return quotations for Advisor Shares of each of

<PAGE> 95

the Funds. 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.

Current yield and total return for the 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 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 the Fund's total return to shareholders for the
period. Yield information for all of the Funds may be useful in reviewing the

31
<PAGE> 96
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.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Each Fund has authorized one or more brokers to accept purchase and
redemption orders on its behalf. Such brokers are authorized to designate other
intermediaries to accept purchase and redemption orders on the Fund's behalf.
The Fund will be deemed to have received a purchase or redemption order when an
authorized broker or, if applicable, a broker's authorized designee, accepts the
order, which will be priced at the Fund's net asset value next calculated after
it is so accepted.

Redemption proceeds normally are paid in cash. However, the Company and
the Trust have filed formal elections with the Commission pursuant to which a
Fund may effect a redemption in portfolio securities if a shareholder is
redeeming more than $250,000 or 1% of the Fund's total net assets, whichever is
less, during any 90-day period. If payment for shares redeemed is made wholly or
partially in portfolio securities, brokerage costs may be incurred by the
shareholder in converting the securities to cash.

From its own resources, Funds Distributor, Inc. or Harris Trust and
Savings Bank may pay a fee to financial intermediaries or other persons for
distribution or other services related to the Funds.

32
<PAGE> 97
DETERMINATION OF NET ASSET VALUE

As described under "Determination of Net Asset Value" in the
Prospectus, 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. Day, Presidents' Day , Good Friday, Memorial Day , Independence Day,
Labor Day, Columbus Day, Veteran's Day, Thanksgiving Day and Christmas Day
(each, a "Holiday").

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, HIM or
Hansberger, are responsible for each Fund's portfolio decisions and the placing
of portfolio transactions. In placing orders, it is the policy of the Trust or
the Company, as the case may be, 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 or Hansberger 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 Tax-Exempt Bond Fund, the
Bond Fund, the Intermediate Tax- Exempt Bond Fund, the Short/Intermediate Bond
Fund, the Intermediate Government Bond Fund and the Convertible Securities Fund
(the "Fixed Income 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 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.

HIM or Hansberger 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, HIM and/or Hansberger 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, Portfolio
Management and Sub-Advisory 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, HIM or Hansberger effect securities transactions for a Fund may be
used by Harris Trust, HIM or Hansberger in servicing its other accounts, and not
all of these services may be used by Harris Trust, HIM or Hansberger in
connection with advising the Funds.

33
<PAGE> 98

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.

In placing orders for portfolio securities of the Funds, HIM or
Hansberger is required to give primary consideration to obtaining the most
favorable price and efficient execution. This means that HIM or Hansberger 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 or Hansberger 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

34
<PAGE> 99
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 Prospectus describes generally the tax treatment of distributions
by the Trust and the Company, as the case may be. This section of the Statement
of Additional Information includes additional information concerning federal
taxes.

Each Fund is treated as a separate entity for Federal income tax
purposes and thus the provisions of the Code generally are applied to each Fund
separately, rather than to the Trust or 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 and (b) 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 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 Intermediate Tax-Exempt Bond Fund and the Tax-Exempt
Bond 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
Intermediate Tax-Exempt Bond Fund and the Tax-Exempt Bond 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 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

35
<PAGE> 100
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 Intermediate Tax-Exempt Bond Fund and the
Tax-Exempt Bond 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 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
Opportunity Fund, the Small-Cap Value Fund, the Equity Income Fund, the Emerging
Markets Fund, the International Fund, the Balanced Fund, the Convertible
Securities Fund, the Bond Fund, the Intermediate Government Bond Fund, the
Intermediate Tax-Exempt Bond Fund, the Short/Intermediate Bond Fund and the
Tax-Exempt Bond Fund, if an option written by a 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.

In the case of the Growth Fund, the Equity Fund, the Small-Cap
Opportunity Fund, the Small-Cap Value Fund, the Equity Income Fund, the Emerging
Markets Fund, the International Fund, the Balanced Fund, the Convertible
Securities Fund, the Bond Fund, the Intermediate Government Bond Fund, the
Intermediate Tax-Exempt Bond Fund, the Short/Intermediate Bond Fund and the
Tax-Exempt Bond 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.

36
<PAGE> 101

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.

CAPITAL STOCK AND BENEFICIAL INTEREST

The authorized capital stock of the Company consists of an aggregate of
10,000,000,000 shares ("Shares"), par value of $.001 per share currently
classified as follows: "Government Money Market Fund - Class A," consisting of
1,000,000,000 Shares, "Government Money Market Fund - Institutional Shares,"
consisting of 500,000,000 Shares, "Money Market Fund - Class A," consisting of
1,300,000,000 Shares, "Money Market Fund Institutional Shares," consisting of
2,250,000,000 Shares, "Tax-Exempt Money Market Fund - Class A," consisting of
500,000,000 Shares, "Tax-Exempt Money Market Fund - Institutional Shares,"
consisting of 1,000,000,000 Shares, "Class D," referred to as the Harris Insight
Convertible Fund, consisting of 100,000,000 Shares, "Equity Fund Class A,"
consisting of 100,000,000 Shares, "Equity Fund - Advisor Shares," consisting of
100,000,000 Shares, "Equity Fund - Institutional Shares" consisting of
100,000,000 Shares, "Short/Intermediate Bond Fund - Class A," consisting of
100,000,000 Shares, "Short/Intermediate Bond Fund - Advisor Shares" consisting
of 100,000,000 Shares, "Short/Intermediate Bond Fund - Institutional Shares,"
consisting of 100,000,000 Shares, "Class G," referred to as the Harris Insight
Intermediate Municipal Income Fund, consisting of 50,000,000 Shares, "Prime
Reserve Fund - Class A," consisting of 200,000,000 Shares, "Prime Reserve Fund -
Class B," consisting of 700,000,000 Shares, "Prime Reserve Fund - Institutional
Shares," consisting of 300,000,000 Shares, "Hemisphere Free Trade Fund - Class
A," consisting of 50,000,000 Shares and "Hemisphere Free Trade Fund -
Institutional Shares, consisting of 50,000,000 Shares.

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 three classes of shares, Class A
Shares, Advisor Shares and Institutional Shares, for each Fund of the Trust,
except for the Harris Insight Index Fund. The Index Fund has two classes of
shares, Class A Shares and Institutional 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 Prospectus 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

37
<PAGE> 102
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 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

The Registration Statement, including the Prospectus, 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
Prospectus or this Statement of Additional Information as to the contents of any
contract or other document referred to herein or in the Prospectus 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 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

________ has been selected as the independent accountants for both the
Trust and the Company. __________ address is ___________.

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<PAGE> 103
APPENDIX A

Description of Bond Ratings (Including Convertible Bonds)

The following summarizes the highest four ratings used by Standard &
Poor's ("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 ("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 - Bonds that are rated A possess many favorable investment
attributes and are to be considered upper medium grade
obligations. Factors giving security to principal

39
<PAGE> 104
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.

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

40
<PAGE> 105
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.

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.

41
<PAGE> 106
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.

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.

42
<PAGE> 107
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.

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.

43
<PAGE> 108
PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

(a) Financial Statements

Included in Part A of this Registration Statement: Not
applicable

Included in Part B of this Registration Statement: Not
applicable

(b) Exhibits

Note: As used herein the term "Registration Statement" refers
to the Registration Statement of Registrant under the
Securities Act of 1933 on Form N-1A, No. 33-17957. All
references to a Post-Effective Amendment ("PEA") or Pre-
Effective Amendment ("PreEA") are to Post-Effective
Amendments and Pre-Effective Amendments to the
Registration Statement.

(1) (a) Articles of Incorporation (incorporated by reference to
Exhibit No. 1 to the Registration Statement filed on
October 15, 1987).

(b) Articles Supplementary to the Articles of Incorporation
dated September 21, 1990 (incorporated by reference to
Exhibit No.1(b) to PEA No. 5 filed on September 5, 1990).

(c) Articles Supplementary to the Articles of Incorporation
dated November 4, 1992 (incorporated by reference to
Exhibit No. 1(c) to PEA No. 13 filed on April 19, 1993).

(d) Articles Supplementary to the Articles of Incorporation
dated August 6, 1993 (incorporated by reference to Exhibit
No. 1(d) to PEA No. 14 filed on August 20, 1993).

(e) Articles Supplementary to the Articles of Incorporation
dated May 27, 1994 (incorporated by reference to Exhibit
No. 1(e) to PEA No. 16 filed on June 1, 1994).

(f) Articles Supplementary to the Articles of Incorporation
dated July 19, 1994 (incorporated by reference to Exhibit
No. 1(f) to PEA No. 18 filed on July 29, 1994).

(g) Articles Supplementary to the Articles of Incorporation
dated January 9, 1995 (incorporated by reference to
Exhibit No. 1(g) to PEA No. 20 filed on January 23, 1995).

(h) Articles Supplementary to the Articles of Incorporation
dated February 21, 1996 (incorporated by reference to
Exhibit No. 1(h) to PEA No. 26 filed on September 10,
1996).

(i) Articles Supplementary to the Articles of Incorporation
dated July 18, 1996 (incorporated by reference to Exhibit
No. 1(i) to PEA No. 26 filed on September 10, 1996).

(j) Articles Supplementary to the Articles of Incorporation
dated April 29, 1997 (incorporated by reference to Exhibit
No. 1(j) to PEA No. 29 filed on February 27, 1998).

(k) Articles Supplementary to the Articles of Incorporation
dated January 5, 1998 (incorporated by reference to
Exhibit No. 1(k) to PEA No. 30 filed on April 30, 1998).

(l) Articles Supplementary to the Articles of Incorporation
dated November 2, 1998 (filed herewith).

<PAGE> 109

(2) (a) By-Laws (incorporated by reference to Exhibit No. 2 to
the Registration Statement filed on October 15, 1987).

(b) Addendum to By-Laws dated July 21, 1988 (incorporated by
reference to Exhibit No. 2(b) to PEA No. 12 filed on
November 30, 1992).

(c) Addendum to By-Laws dated July 21, 1989 (incorporated by
reference to Exhibit No. 2(c) to PEA No. 12 filed on
November 30, 1992).

(d) Addendum to By-Laws dated October 31, 1995 (incorporated
by reference to Exhibit No. 2(d) to PEA No. 29 filed on
February 27, 1998).

(e) Addendum to By-Laws dated January 23, 1996 (incorporated
by reference to Exhibit No. 2(e) to PEA No. 29 filed on
February 27, 1998).

(3) Not applicable.

(4) Forms of Stock Certificate (incorporated by reference to
Exhibit No. 4 to PreEA No. 2 to the Registration
Statement filed on January 29, 1988).

(5) (a)(i) Advisory Contract on behalf of Harris Insight
Equity Fund (formerly named HT Insight Equity Fund) dated
May 1, 1990 between Registrant and Harris Trust
(incorporated by reference to Exhibit No. 5(i) to PEA No.
7 filed on April 1, 1991).

(a)(ii) Advisory Contract on behalf of Harris Insight
Short/Intermediate Bond Fund (formerly named HT Insight
Managed Fixed Income Fund) dated April 1, 1991 between
Registrant and Harris Trust (incorporated by reference to
Exhibit No. 5(j) to PEA No. 8 filed on October 1, 1991).

(a)(iii) Advisory Contract on behalf of Harris Insight Government
Money Market Fund (formerly named Harris Insight
Government Assets Fund) dated October 20, 1993 between
Registrant and Harris Trust (incorporated by reference to
Exhibit No. 5(l) to PEA No. 15 filed on May 2, 1994).

(a)(iv) Advisory Contract on behalf of Harris Insight Money Market
Fund (formerly named Harris Insight Cash Management Fund)
dated October 20, 1993 between Registrant and Harris Trust
(incorporated by reference to Exhibit No. 5(m) to PEA No.
15 filed on May 2, 1994).

(a)(v) Advisory Contract on behalf of Harris Insight Tax-Exempt
Money Market Fund (formerly named Harris Insight Tax-Free
Money Market Fund) dated October 20, 1993 between
Registrant and Harris Trust (incorporated by reference to
Exhibit No. 5(n) to PEA No. 15 filed on May 2, 1994).

(b)(i) Portfolio Management Contract on behalf of Harris Insight
Equity Fund (formerly named HT Insight Equity Fund) dated
May 1, 1990 between Harris Trust and HIM (incorporated by
reference to Exhibit No. 5(n) to PEA No. 7 filed on April
1, 1991).

(b)(ii) Portfolio Management Contract on behalf of Harris Insight
Short/Intermediate Bond Fund (formerly named HT Insight
Managed Fixed Income Fund) dated April 1, 1991 between
Harris Trust and HIM (incorporated by reference to Exhibit
No. 5(o) to PEA No. 8 filed on October 1, 1991).

(b)(iii) Portfolio Management Contract on behalf of Harris Insight
Government Money Market Fund (formerly named Harris
Insight Government Assets Fund) dated October 20, 1993
between Harris Trust and HIM (incorporated by reference to
Exhibit No. 5(u) to PEA No. 15 filed on May 2, 1994).

<PAGE> 110

(b)(iv)Portfolio Management Contract on behalf of Harris Insight Money
Market Fund (formerly named Harris Insight Cash Management Fund)
dated October 20, 1993 between Harris Trust and HIM (incorporated
by reference to Exhibit No. 5(v) to PEA No. 15 filed on May 2,
1994).

(6) (a)(i) Distribution Agreement between Registrant and Funds Distributor,
Inc. dated April 13, 1994 (incorporated by reference to Exhibit
No. 6(k) to PEA No. 16 filed on June 1, 1994).

(7) Not applicable.

(8) (a)(i) Custodian Agreement between Registrant and Provident
National Bank dated December 1, 1989 (incorporated by reference to
Exhibit No. 8(b) to PEA No. 4 filed on March 2, 1990).

(a)(ii)Supplement dated July 24, 1990 to Custodian Agreement relating to
Harris Insight Short/Intermediate Bond Fund (formerly named HT
Insight Diversified Income Fund) (incorporated by reference to
Exhibit No. 8(c) to PEA No. 6 filed on November 2, 1990).

(a)(iii)Form of Foreign Custody Manager Delegation Amendment
(incorporated by reference to Exhibit No. 8(a)(iii) to PEA No.
30 filed on April 30, 1998).

(9) (a) Transfer Agency Services Agreement dated July 1, 1996 between
Registrant and Harris Trust (incorporated by reference to Exhibit
No. 9(a) to PEA No. 27 filed on February 27, 1997).

(b) Sub-Transfer Agency Services Agreement dated July 1, 1996
between Harris Trust and PFPC Inc. (incorporated by reference to
Exhibit No. 9(b) to PEA No. 27 filed on February 27, 1997).

(c) Administration Agreement dated July 1, 1996 between Registrant and
Harris Trust (incorporated by reference to Exhibit No. 9(c) to PEA
No. 27 filed on February 27, 1997).

(d) Sub-Administration Agreement dated July 1, 1996 between Harris
Trust and Funds Distributor, Inc. (incorporated by reference to
Exhibit No. 9(d) to PEA No. 27 filed on February 27, 1997).

(e) Sub-Administration and Accounting Services Agreement dated July 1,
1996 between Harris Trust and PFPC Inc. (incorporated by reference
to Exhibit No. 9(e) to PEA No. 27 filed on February 27, 1997).

(f)(i) Form of Shareholder Servicing Agreement Relating to Class A
Shares of Harris Insight Equity Fund and Harris Insight
Short/Intermediate Bond Fund (incorporated by reference to
Exhibit No. 9(f)(i) to PEA No. 29 filed on February 27, 1998).

(f)(ii) Form of Shareholder Servicing Agreement Relating to Class A Shares
of Harris Insight Government Money Market Fund, Harris Insight
Tax-Exempt Money Market Fund and Harris Insight Money Market Fund
(incorporated by reference to Exhibit No. 9(f)(ii) to PEA No. 29
filed on February 27, 1998).

(f)(iii) Form of Shareholder Servicing Agreement Relating to Advisor Shares
of Harris Insight Equity Fund and Harris Insight Short/Intermediate
Bond Fund (filed herewith).

(10) Not applicable.

(11) Not applicable.

(12) Not applicable.

(13) (a)(i) Purchase Agreement between Registrant and The Boston Company
Advisors, Inc. dated

<PAGE> 111

October 31, 1990 with respect to the HT Insight Income Fund (now
named "Harris Insight Short/Intermediate Bond Fund") (incorporated
by reference to Exhibit No. 13(b) to PEA No. 7 filed on April 1,
1991).

(a)(ii)Purchase Agreement between Registrant and Funds Distributor,
Inc. with respect to Class B and Class C Shares of the Harris
Insight Government Assets, Cash Management and Tax-Free Money
Market Funds (incorporated by reference to Exhibit No. 13(d) to
PEA No. 15 filed on May 2, 1994).

(a)(iii) Purchase Agreement between Registrant and Funds Distributor,
Inc. Relating to Advisor Shares (to be filed by amendment).

(14) Not applicable.

(15) (a)(i) Service Plan dated November 18, 1997 Relating to Class A
Shares of Harris Insight Equity Fund and Harris Insight
Short/Intermediate Bond Fund (incorporated by reference to Exhibit
No. 15(a)(i) to PEA No. 29 filed on February 27, 1998).

(a)(ii) Service Plan dated November 18, 1997 Relating to Class A Shares of
Harris Insight Government Money Market Fund, Harris Insight
Tax-Exempt Money Market Fund and Harris Insight Money Market Fund
(incorporated by reference to Exhibit No. 15(a)(ii) to PEA No. 29
filed on February 27, 1998).

(a)(iii) Service Plan dated November 2, 1998 Relating to Advisor Shares of
Harris Insight Equity Fund and Harris Insight Short/Intermediate
Bond Fund (filed herewith).

(b) Form of Selling Agreement (incorporated by reference to Exhibit
No. 15(b) to PEA No. 27 filed on February 27, 1997).

(16) (a)(i) Certain schedules for computation of performance quotations
with respect to HT Insight Convertible Fund, HT Insight Equity Fund
and HT Insight Managed Fixed Income Fund (incorporated by reference
to Exhibit No. 16(b) to PEA No. 8 filed on October 1, 1991).

(a)(ii)Certain schedules for computation of performance quotations with
respect to Harris Insight Government Assets Fund - Class A, Cash
Management Fund - Class A and Tax-Free Money Market Fund - Class A
(incorporated by reference to Exhibit No. 16(d) to PEA No. 15 filed
on May 2, 1994).

(17) Not applicable.

(18) (a) Multi-Class Plan (incorporated by reference to Exhibit No. 18 to
PEA No. 24 to the Registration Statement filed on February 9,
1996).

(b) Multi-Class Plan dated November 2, 1998 (filed herewith).

Other Powers of Attorney for C. Gary Gerst, Edgar R. Fielder, John W.
Exhibits: McCarter, Jr. and Ernest M. Roth dated November 4, 1996
(incorporated by reference to PEA No. 27 filed on February 27,
1997).

Item 25. Persons Controlled by or under Common Control with Registrant.

Not applicable.
<PAGE> 112

Item 26. Number of Holders of Securities.

As of October 30, 1998, the number of record holders of each class of securities
of the Registrant was as follows:

<TABLE>
<CAPTION>
Title of Series Number of Record Holders

Institutional Class A
<S> <C> <C>
Government Money Market Fund 13 50
Money Market Fund 58 162
Tax-Exempt Money Market Fund 11 44
Short/Intermediate Bond Fund 47 197
Equity Fund 80 827
</TABLE>

Item 27. Indemnification.

Section 2-418 of the General Corporation Law of Maryland authorizes the
Registrant to indemnify its directors and officers under specified
circumstances. Article IV of the by-laws of the Registrant (Exhibit 2 to this
Registration Statement) provides in effect that the Registrant shall provide
certain indemnification of its directors and officers. In accordance with
Section 17(h) of the Investment Company Act, this provision of the by-laws shall
not protect any person against any liability to the Registrant or its
shareholders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office. This description is modified in its
entirety by Article IV of the by-laws of the Registrant contained in the
Registration Statement filed on October 15, 1987 as Exhibit 2 and any addendums
thereto, and incorporated herein by reference.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act") may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

Registrant and its directors, officers and employees are insured, under a
policy of insurance maintained by the Registrant, within the limits and subject
to the limitations of the policy, against certain expenses in connection with
the defense of actions, suits or proceedings, and certain liabilities that might
be imposed as a result of such actions, suits or proceedings, to which they are
parties by reason of being or having been such directors or officers. The policy
expressly excludes coverage for any director or officer for any claim arising
out of any fraudulent act or omission, any dishonest act or omission or any
criminal act or omission of the director or officer.

The Distribution Agreement, the Custodian Agreement, the Transfer Agency
Services Agreement and the Administration Agreement (the "Agreements"),
contained in various post-effective amendments and incorporated herein by
reference, provide for indemnification. The general effect of these provisions
is to indemnify entities contracting with the Company against liability and
expenses in certain circumstances. This description is modified in its entirety
by the provisions of the Agreements as contained in this Registration Statement
and incorporated herein by reference.

<PAGE> 113
Item 28. Business and Other Connections of Investment Adviser.

(a) Harris Trust and Savings Bank ("Harris Bank"), an indirect,
wholly-owned subsidiary of the Bank of Montreal, serves as investment adviser to
the Harris Insight Equity Fund, Short/Intermediate Bond Fund, Tax-Exempt Money
Market Fund, Government Money Market Fund and Money Market Fund. Harris Bank's
business is that of an Illinois state-chartered bank with respect to which it
conducts a variety of commercial banking and trust activities.

To the knowledge of Registrant, none of the directors or executive
officers of Harris Bank except those set forth below, is or has been at any time
during the past two fiscal years engaged in any other business, profession,
vocation or employment of a substantial nature. Set forth below are the names
and principal businesses of the directors and executive officers of Harris Bank
who are or during the past two fiscal years have been engaged in any other
business, profession, vocation or employment of a substantial nature for their
own account or in the capacity or director, officer, employee, partner or
trustee. All directors of Harris Bank also serve as directors of Harris
Bankcorp, Inc., the immediate parent of Harris Bank.

<TABLE>
<CAPTION>
Principal Business(es)
Position(s) with Harris During the Last Two
Name Trust and Savings Bank Fiscal Years
- -----------------------------------------------------------------------------

<S> <C> <C>
Alan G. McNally Chairman and Chief Chairman of the Board
Executive Officer and Chief Executive
Officer, Harris Trust
and Savings Bank and
Harris Bankcorp, Inc.

F. Anthony Comper Director President and Chief
Operating Officer, Bank
of Montreal.

Susan T. Congalton Director Managing Director,
Lupine Partners.

Wilbur H. Gantz Director Chairman of the Board,
President and Chief
Executive Officer,
PathoGenesis
Corporation.

James J. Glasser Director Retired Chairman,
Chairman Emeritus,
President and Chief
Executive Officer, GATX
Corporation.

Dr. Leo M. Henikoff Director President and Chief
Executive Officer,
Rush-Presbyterian - St.
Luke's Medical Center.

Richard M. Jaffey Director Chairman, Oil-Dri
Corporation of America.

Edward W. Lyman, Jr. Director Vice Chair, Harris Trust
and Savings Bank and
Harris Bankcorp, Inc.

Pastora San Juan Cafferty Director Professor, University of
Chicago School of Social
Service Administration.

Charles H. Shaw Director Chairman, Shaw Company.
</TABLE>

<PAGE> 114

<TABLE>
<CAPTION>
<S> <C> <C>
Richard E. Terry Director Chairman and Chief
Executive Officer,
Peoples Energy
Corporation.

James O. Webb Director President, James O. Webb
and Associates Inc.
</TABLE>

(b) Harris Investment Management, Inc. ("HIM"), an indirect subsidiary of
the Bank of Montreal, serves as the Portfolio Management Agent of the Harris
Insight Equity Fund, Short/Intermediate Bond Fund, Government Money Market Fund
and Money Market Fund pursuant to a Portfolio Management Agreement with Harris
Bank. HIM's business is that of a Delaware corporation registered as an
investment adviser under the Investment Advisers Act of 1940.

To the knowledge of the Registrant, none of the directors or executive
officers of HIM, except those set forth below, is or has been at anytime during
the past two fiscal years engaged in any other business, profession, vocation or
employment of a substantial nature with respect to publicly traded companies for
their own account or in the capacity of director, officer, employees, partner or
trustee.

<TABLE>
<CAPTION>
Principal Business(es) During
Name Position(s) with HIM the Last Two Fiscal Years
- -----------------------------------------------------------------------------
<S> <C> <C>
Donald G.M. Coxe Director, Chairman of Chairman of the Board and
the Board and Chief Chief Strategist, Harris
Strategist Investment Management, Inc.;
Chairman of the Board, Jones Heward
Investments, Inc.; formerly,
President and Chief Investment
Officer, Harris Investment
Management, Inc.

Peter P. Capaccio Director Senior Vice
President/Director, Mutual
Funds and the Investment
Product Group, Harris Trust
and Savings Bank.

Terry A. Jackson Director Executive Vice President, Bank
of Montreal Asset Management
Services; President, the Trust
Company of Bank of Montreal;
President, Bank of Montreal
Investment Management Limited;
Deputy Chairman, Jones Heward
Investments, Inc. and Jones
Heward Investment Counsel, Inc.

William O. Director, President, President and Chief Investment
Leszinske Chief Investment Officer Officer, Harris Investment
Management, Inc.; formerly,
Manager of Equities, Harris
Investment Management, Inc.

Edward W. Lyman, Director Vice Chair, Harris Trust and
Jr. Savings Bank and Harris
Bankcorp, Inc.

Brian J. Steck Director Director and former Chairman
of the Board, Harris
Investment Management, Inc.;
Vice-Chairman of Investment
and Corporate Banking, Bank of
Montreal; Chairman and Chief
Executive Officer, Nesbitt
Burns, Inc.

Wayne Thomas Director Senior Vice President -
Personal Investment
Management, Harris Trust and
Savings Bank.
</TABLE>

<PAGE> 115

<TABLE>
<S> <C> <C>
William E. Thonn Director Executive Vice President - The
Private Bank, Harris Trust and
Savings Bank.

Randall J. Johnson Chief Financial Officer Senior Partner and Chief
and Treasurer Financial Officer, Harris
Investment Management, Inc.;
formerly, Consultant.

Blanche Hurt Secretary Vice President and Senior
Counsel, Harris Trust and
Savings Bank Trust; formerly,
Corporate Fiduciary Officer,
Harris Trust and Savings Bank.
</TABLE>

Item 29. Principal Underwriter.

(a) Funds Distributor, Inc. (the "Distributor") acts as principal
underwriter for the following investment companies.

American Century California Tax-Free and Municipal Funds

American Century Capital Portfolios, Inc.
American Century Government Income Trust
American Century International Bond Funds
American Century Investment Trust
American Century Municipal Trust

American Century Mutual Funds, Inc.

American Century Premium Reserves, Inc.
American Century Quantitative Equity Funds
American Century Strategic Asset Allocations, Inc.
American Century Target Maturities Trust
American Century Variable Portfolios, Inc.
American Century World Mutual Funds, Inc.
BJB Investment Funds
The Brinson Funds

Dresdner RCM Capital Funds, Inc.

Dresdner RCM Equity Funds, Inc.
Founders Funds, Inc.
Harris Insight Funds Trust
HT Insight Funds, Inc. d/b/a Harris Insight Funds

J.P. Morgan Institutional Funds

J.P. Morgan Funds
JPM Series Trust
JPM Series Trust II

LaSalle Partners Funds, Inc.

Kobrick-Cendant Investment Trust
Merrimac Series

Monetta Fund, Inc.

Monetta Trust
The Montgomery Funds I
The Montgomery Funds II

The Munder Framlington Funds Trust

The Munder Funds Trust

The Munder Funds, Inc.

National Investors Cash Management Fund, Inc.

Orbitex Group of Funds

SG Cowen Funds, Inc.
SG Cowen Income + Growth Fund, Inc.

<PAGE> 116

SG Cowen Standby Reserve Fund, Inc.
SG Cowen Standby Tax-Exempt Reserve Fund, Inc.
SG Cowen Series Funds, Inc.

St. Clair Funds, Inc.

The Skyline Funds

Waterhouse Investors Family of Funds, Inc.

WEBS Index Fund, Inc.

(b) The following is a list of the executive officers, directors and
partners of Funds Distributor, Inc.

Director, President and Chief
Executive Officer - Marie E. Connolly
Executive Vice President - George A. Rio
Executive Vice President - Donald R. Roberson
Executive Vice President - William S. Nichols
Senior Vice President, General
Counsel, Chief Compliance - Margaret W. Chambers
Officer, Secretary and Clerk
Senior Vice President - Michael S. Petrucelli
Director, Senior Vice President,
Treasurer and Chief Financial - Joseph F. Tower, III
Officer
Senior Vice President - Paula R. David
Senior Vice President - Allen B. Closser
Senior Vice President - Bernard A. Whalen
Chairman and Director - William J. Nutt

Item 30. Location of Accounts and Records.

All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules promulgated thereunder are
maintained at one or more of the following offices: HT Insight Funds, Inc.,
d/b/a Harris Insight Funds, 60 State Street, Suite 1300, Boston, Massachusetts
02109; PNC Bank, N.A., Broad and Chestnut Streets, Philadelphia, Pennsylvania
19107; PFPC Inc., 103 Bellevue Parkway, Wilmington, Delaware 19809; or Harris
Trust and Savings Bank, 111 West Monroe Street, Chicago, Illinois 60603.

Item 31. Management Services.

Other than as set forth under the captions "Management," in the
Prospectuses constituting Part A of this Post-Effective Amendment to the
Registration Statement and "Management" in the Statements of Additional
Information constituting Part B of this Registration Statement, Registrant is
not a party to any management-related service contracts.

Item 32. Undertakings.

(a) Not applicable.

(b) Not applicable.

(c) The Registrant will furnish each person to whom a Prospectus is
delivered with a copy of the Registrant's latest Annual Report to shareholders,
upon request and without charge.

<PAGE> 117
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant has duly
caused this Post-Effective Amendment No. 31 to the Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized, in the City of
Boston and Commonwealth of Massachusetts on the 6th day of November, 1998.

HT Insight Funds, Inc. d/b/a
Harris Insight Funds

By: /s/ George A. Rio
George A. Rio, President

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 31 to the Registration Statement has been
signed below by the following persons in the capacities and on the date
indicated:

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----

<S> <C> <C>
/s/ George A. Rio President, Treasurer and November 6, 1998
- -----------------
George A. Rio Chief Financial Officer

C. Gary Gerst* Chairman of the November 6, 1998
Board of Directors;
Director

Edgar R. Fiedler* Director November 6, 1998

John W. McCarter, Jr.* Director November 6, 1998

Ernest M. Roth* Director November 6, 1998

Paula Wolff Director
</TABLE>

* By: /s/ Christopher J. Kelley
---------------------------
Christopher J. Kelley

Attorney-in-Fact pursuant to powers of attorney dated November 4, 1996.

<PAGE> 118

EXHIBIT INDEX

Exhibit
Number Description

1(l) Articles Supplementary to the Articles of Incorporation dated
November 2, 1998

9(f)(iii) Form of Shareholder Servicing Agreement Relating to Advisor Shares

15(a)(iii) Service Plan dated November 2, 1998 Relating to Advisor Shares

18(b) Multi-Class Plan dated November 2, 1998

<PAGE> 1
EXHIBIT 1(l)

HT INSIGHT FUNDS, INC.

ARTICLES SUPPLEMENTARY

HT INSIGHT FUNDS, INC., a Maryland corporation, having its principal
office in Boston, Massachusetts (the "Corporation"), certifies:

FIRST: The Board of Directors of the Corporation, by resolution at a
regular meeting of the Corporation's Board of Directors on November 2, 1998 and
pursuant to Section 2-208 and Section 2-105 of the Maryland General Corporation
Law, authorized the Officers of the Corporation to take such action as necessary
to classify the following shares of the authorized and unissued capital stock of
the Corporation as follows:

(1) "Equity Fund - Advisor Shares," consisting of 100,000,000 shares;

(2) "Short/Intermediate Bond Fund - Advisor Shares," consisting of
100,000,000 shares;

SECOND: Immediately before the classification of shares set forth in
ARTICLE FIRST above, authorized shares of the Corporation were designated as
follows:

(1) "Government Money Market Fund - Class A," consisting of
1,000,000,000 shares;

(2) "Government Money Market Fund - Institutional Shares," consisting
of 500,000,000 shares;

(3) "Money Market Fund - Class A," consisting of 1,300,000,000 shares;

(4) "Money Market Fund - Institutional Shares," consisting of
2,250,000,000 shares;

(5) Tax-Exempt Money Market Fund - Class A," consisting of 500,000,000
shares;

(6) Tax-Exempt Money Market Fund - Institutional Shares," consisting of
1,000,000,000 shares;

(7) "Class D," consisting of 100,000,000 shares;

(8) "Equity Fund - Class A," consisting of 100,000,000 shares;

(9) "Equity Fund - Institutional Shares," consisting of 100,000,000
shares;

(10) "Short/Intermediate Bond Fund - Class A," consisting of
100,000,000 shares;

(11) "Short/Intermediate Bond Fund - Institutional Shares," consisting
of 100,000,000 shares;

(12) "Class G," consisting of 50,000,000 shares;

(13) "Hemisphere Free Trade Fund - Class A," consisting of 50,000,000
shares; and

(14) "Hemisphere Free Trade Fund - Institutional Shares," consisting of
50,000,000 shares.
<PAGE> 2
THIRD: Immediately before and after the classification of shares set forth
in ARTICLE FIRST above, the aggregate number of all classes of shares of common
stock which the Corporation is authorized to issue is 10,000,000,000 shares of
common stock of par value $.001 each, having an aggregate par value of
$10,000,000.

FOURTH: Immediately after the classification of shares set forth in ARTICLE
FIRST above, the Corporation is authorized to issue shares designated as
follows:

(1) "Government Money Market Fund - Class A," consisting of
1,000,000,000 shares;

(2) "Government Money Market Fund - Institutional Shares," consisting
of 500,000,000 shares;

(3) "Money Market Fund - Class A," consisting of 1,300,000,000 shares;

(4) "Money Market Fund - Institutional Shares," consisting of
2,250,000,000 shares;

(5) Tax-Exempt Money Market Fund - Class A," consisting of 500,000,000
shares;

(6) Tax-Exempt Money Market Fund - Institutional Shares," consisting of
1,000,000,000 shares;

(7) "Class D," consisting of 0 shares;

(8) "Equity Fund - Class A," consisting of 100,000,000 shares;

(9) "Equity Fund - Advisor Shares," consisting of 100,000,000 shares;

(10) "Equity Fund - Institutional Shares," consisting of 100,000,000
shares;

(11) "Short/Intermediate Bond Fund - Class A," consisting of
100,000,000 shares;

(12) "Short/Intermediate Bond Fund - Advisor Shares," consisting of
100,000,000 shares;

(13) "Short/Intermediate Bond Fund - Institutional Shares," consisting
of 100,000,000 shares;

(14) "Class G," consisting of 50,000,000 shares;

(15) "Hemisphere Free Trade Fund - Class A," consisting of 0 shares;
and

(16) "Hemisphere Free Trade Fund - Institutional Shares," consisting of
0 shares.

FIFTH: The Corporation is registered as an open-end investment company
under the Investment Company Act of 1940, as amended.

The President of HT Insight Funds, Inc. acknowledges these Articles
Supplementary to be the corporate act of the Corporation and states that to the
best of his knowledge, information and belief the matters and facts set forth in
these Articles with respect to the authorization and approval of the amendment
of the Corporation's charter are true in all material respects and that this
statement is made under the penalties of perjury.
<PAGE> 3
IN WITNESS WHEREOF, HT INSIGHT FUNDS, INC. has caused these Articles
Supplementary to be executed in its name and on its behalf on the 2nd day of
November, 1998.

ATTEST: HT INSIGHT FUNDS, INC.

By: /s/ Christopher J. Kelley By: /s/ George A. Rio
------------------------- ------------------
Christopher J. Kelley George A. Rio
Secretary President

<PAGE> 1
EXHIBIT 9(f)(iii)

SHAREHOLDER SERVICING AGREEMENT
ADVISOR SHARES

AGREEMENT, dated as of _____________, by and between _____________________
and _____________________, as a shareholder servicing agent hereunder (the
"Agent"), relating to transactions in shares of capital stock or beneficial
interest (the "Shares"), of any of the investment portfolios (the "Funds")
offered by HT Insight Funds, Inc. and Harris Insight Funds Trust (collectively
referred to as the "Company").

_____________________ and the Agent hereby agree as follows:

1. Appointment. The Agent hereby agrees to perform certain services for
its customers (the "Customers") as hereinafter set forth. The Agent's
appointment hereunder is non-exclusive, and the parties recognize and agree
that, from time to time, _____________________ may enter into other shareholder
servicing agreements, in writing, with other institutions.

2. Services to be Performed. The Agent, as agent for its Customers, shall
be responsible for performing shareholder administrative support services, which
will include one or more of the following: (i) establishing and maintaining
shareholder accounts and records; (ii) processing purchase and redemption
transactions; (iii) 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 Agent; (iv) arranging
for bank wires; (v) responding to Customer inquiries relating to the Fund; (vi)
performing subaccounting with respect to Fund shares beneficially owned by the
customer; (vii) investing customer cash account balances automatically in Fund
shares; (viii) assisting Customers in changing dividend options, account
designations and addresses; and (ix) distribution and such other services if
requested by the _____________________ to the extent the Agent is permitted by
applicable statute, rule or regulation.

The Agent shall provide all personnel and facilities necessary in order
for it to perform the functions described in this Section 2 with respect to its
Customers.

3. Fees

3.1 Fees from [_____________________]. In consideration for the services
described in Section 2 hereof and the incurring of expenses in connection
therewith, the Agent shall receive a fee from _____________________, computed
daily and payable monthly, at an annual rate of .35% of 1% of the average daily
net asset value of Shares of each Fund held of record by the Agent from time to
time on behalf of Customers. For purposes of determining the fees payable to the
Agent hereunder, the value of the Fund's
<PAGE> 2
net assets shall be computed in the manner specified in the Company's
then-current prospectus and statement of additional information (the
"Prospectus") for computation of the net asset value of _____________________
Shares.

3.2 Fees from Customers. It is agreed that the Agent may impose certain
conditions on Customers, in addition to or different from those imposed by the
Company, such as requiring a minimum initial investment or imposing limitations
on the amounts of transactions. It is also understood that the Agent may
directly credit or charge fees to Customers in connection with an investment in
the Funds. The Agent shall credit or bill Customers directly for such credits or
fees. In the event the Agent charges Customers such fees, it shall make
appropriate prior written disclosure (such disclosure to be in accordance with
all applicable laws) to Customers both of any direct fees charged to the
Customer and of the fees received or to be received by it from the Company
pursuant to Section 3.1 of this Agreement. It is understood, however, that in no
event shall the Agent have recourse or access as Agent or otherwise to the
account of any shareholder of the Company except to the extent expressly
authorized by law or by such shareholder, or to any assets of the Company, for
payment of any direct fees referred to in this Section 3.2.

4. Approval of Materials to be Circulated. Advance copies or proofs of all
materials that are to be generally circulated or disseminated by the Agent to
Customers or prospective Customers that identify or describe the Company shall
be provided to the Company at least 10 days prior to such circulation or
dissemination (unless the Company consents in writing to a shorter period), and
such materials shall not be circulated or disseminated or further circulated or
disseminated at any time after the Company shall have given written notice to
the Agent of any objection thereto.

The Agent is not authorized to make any representations concerning
_____________________ or the Company except those contained in the current
Prospectus for the Funds, or in such supplemental literature or advertising as
may be authorized by _____________________ in writing.

Nothing in this Section 4 shall be construed to make _____________________
or the Company liable for the use of any information about the Company which is
disseminated by the Agent.

5. Compliance with Laws. The Agent shall comply with all applicable
federal and state laws and regulations in the performance of its duties under
this Agreement, including securities laws.

6. Limitations of Shareholder, Officer and Board Member Liability. The
Agent hereby agrees that obligations assumed by _____________________ pursuant
to this Agreement shall be limited in all cases to _____________________ and its
assets and that the Agent shall not seek satisfaction of any such obligation
from the shareholders or any shareholder of the Company. It is further agreed
that the Agent shall not seek satisfaction of any such obligations from the
Board Members, any individual Board Member or any officer of the Company.
<PAGE> 3
7. Notices. All notices or other communications hereunder to either party
shall be in writing or by confirming telegram, cable, telex or facsimile
sending device. Notices shall be addressed: (a) if to

[name and address],
Attention: [ ];

and (b) if to the Agent,

[name and address],
Attention: [ ].

8. Further Assurance. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.

9. Termination. This Agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the Qualified Board Members or
by vote of a majority of the outstanding voting securities of the Company, on
not more than 60 days' written notice to any other party to this Agreement. This
Agreement shall terminate automatically in the event of its assignment, as
defined in the Investment Company Act of 1940, as amended (the "1940 Act"). As
used in this Agreement, "Qualified Board Members" means the Board Members of the
Company who are not "interested persons," as that term is defined in the 1940
Act, of the Company and have no direct or indirect financial interest in the
operation of the Service Plan, adopted in accordance with Rule 12b-1 under the
1940 Act, or in any agreements related to the Service Plan.

10. Changes; Amendments. This Agreement may be changed or amended only by
written instrument signed by both parties.

11. Reports. The Agent will provide _____________________ or its designees
such information as _____________________ or its designees may reasonably
request (including, without limitation, periodic certifications confirming the
provision to Customers of the services described herein), and will otherwise
cooperate with the Company and its designees (including, without limitation, any
auditors designated by the Company), in connection with the preparation of
reports to the Company's Board Members concerning this Agreement and the monies
paid or payable under this Agreement, as well as any other reports or filings
that may be required by law.

12. Independent Contractor/Liabilities. For purposes of this Agreement,
the Agent will be deemed to be an independent contractor, and will have no
authority to act as agent for _____________________ or the Company in any matter
or in any respect. By the Agent's written acceptance of this Agreement, the
Agent agrees to and does release, indemnify and hold harmless _________________
and the Company from and against any and all direct or indirect liabilities
or losses resulting from requests,
<PAGE> 4
directions, actions or inactions of or by the Agent or its officers, employees
or agents regarding its responsibilities hereunder or the purchase, redemption,
transfer or registration of Shares by or on behalf of Customers.

13. Governing Law. This Agreement with respect to shares of a Fund of HT
Insight Funds, Inc. shall be governed by the laws of the State of Maryland and
with respect to shares of a Fund of Harris Insight Funds Trust shall be governed
by the laws of the Commonwealth of Massachusetts.

14. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.

------------------------------
By:
Title:

<PAGE> 1
EXHIBIT 15(a)(iii)
HT INSIGHT FUNDS, INC.
HARRIS INSIGHT FUNDS TRUST

SERVICE PLAN - ADVISOR SHARES

This Service Plan (the "Service Plan") is adopted by HT Insight Funds,
Inc. d/b/a/ Harris Insight Funds, a Maryland corporation, and Harris Insight
Funds Trust, a Massachusetts business trust, (collectively referred to as the
"Company"), on behalf of Harris Insight Equity Fund, Harris Insight
Short/Intermediate Bond Fund, Harris Insight Equity Income Fund, Harris Insight
Growth Fund, Harris Insight Small-Cap Opportunity Fund, Harris Insight Index
Fund, Harris Insight International Fund, Harris Insight Emerging Markets Fund,
Harris Insight Balanced Fund, Harris Insight Convertible Securities Fund, Harris
Insight Bond Fund, Harris Insight Intermediate Government Bond Fund, Harris
Insight Tax-Exempt Intermediate Bond Fund, Harris Insight Tax-Exempt Bond Fund,
Harris Insight Small-Cap Value Fund and Harris Insight Emerging Markets Fund
(each, a "Fund" and collectively, the "Funds"), each of which is a portfolio of
the Company, pursuant to Rule 12b-1 (the "Rule") under the Investment Company
Act of 1940, as amended (the "1940 Act"), subject to the following terms and
conditions:

SECTION 1. COMPENSATION.

Any officer of the Company is authorized to execute and deliver, in the
name and on behalf of the Company, written agreements in substantially the form
attached hereto or in any other form duly approved by the Board Members of the
Company ("Servicing Agreements") with financial institutions such as banks,
securities dealers or other industry professionals, such as investment advisers,
accountants, and estate planning firms ("Service Organizations") of each Fund's
Advisor Class of Shares. Such Servicing Agreements shall require the Service
Organizations to provide services on behalf of the applicable Fund as set forth
therein to their customers who beneficially own Advisor Shares in consideration
of fees, computed daily and paid monthly in the manner set forth in the
Servicing Agreements, at an annual rate of 0.35% of the average daily net asset
value of Advisor Shares held by a Service Organization on behalf of its
customers. All expenses incurred by the Company in connection with a Servicing
Agreement and the implementation of this Service Plan with respect to a
particular class of shares of a Fund shall be borne entirely by the holders of
that class of shares of that Fund.

SECTION 2. PAYMENTS BY THE FUNDS' DISTRIBUTOR, INVESTMENT ADVISER
AND/OR PORTFOLIO MANAGEMENT AGENT.

Pursuant to the Service Plan, the Funds' distributor, investment adviser
and/or portfolio management agent (i) may provide payments to Service
Organizations for providing the various services described in Servicing
Agreements and (ii) provide payments for sales, marketing and distribution
services and expenses, including the distribution of sales literature and
advertising provided by the distributor of Fund shares.
<PAGE> 2
Payments made by the Funds' distributor, investment adviser and/or portfolio
management agent, respectively, shall be made from their own resources.

SECTION 3. APPROVAL BY SHAREHOLDERS.

The Service Plan will not take effect with respect to a Fund, and no fee
will be payable in accordance with Section 1 of the Service Plan, until the
Service Plan has been approved by a vote of at least a majority of the
outstanding voting securities of the Fund.

SECTION 4. APPROVAL BY DIRECTORS.

Neither the Service Plan nor any related agreements will take effect with
respect to a Fund until approved by a majority vote of both (a) the full Board
Members of the Company and (b) those Board Members who are not interested
persons of the Company and who have no direct or indirect financial interest in
the operation of the Service Plan or in any agreements related to it (the
"Independent Board Members"), cast in person at a meeting called for the purpose
of voting on the Service Plan and the related agreements.

SECTION 5. CONTINUANCE OF THE SERVICE PLAN.

The Service Plan will continue in effect from year to year with respect to
a Fund, so long as its continuance is specifically approved annually by vote of
the Company's Board Members in the manner described in Section 4 above.

SECTION 6. TERMINATION.

The Service Plan may be terminated with respect to a Fund at any time,
without penalty, by vote of a majority of the Independent Board Members or by a
vote of a majority of the outstanding voting securities of the Fund.

SECTION 7. AMENDMENTS.

The Service Plan may not be amended with respect to a Fund to increase
materially the amount of the fees described in Section 1 above, unless the
amendment is approved by a vote of a majority of the outstanding voting
securities of the Fund, and all material amendments to the Service Plan must
also be approved by the Company's Board Members in the manner described in
Section 4 above.

SECTION 8. SELECTION OF CERTAIN BOARD MEMBERS.

While the Service Plan is in effect, the selection and nomination of the
Company's Board Members who are not interested persons of the Company will be
committed to the discretion of the Board Members then in office who are not
interested persons of the Company.
<PAGE> 3
SECTION 9. WRITTEN REPORTS.

In each year during which the Service Plan remains in effect with respect
to a Fund, the Company's administrator or co-administrator will prepare and
furnish to the Company's Board Members, and the Board will review, at least
quarterly, written reports, complying with the requirements of the Rule, that
set out the amounts expended under the Service Plan relating to the Fund and the
purposes for which those expenditures were made.

SECTION 10. PRESERVATION OF MATERIALS.

The Company will preserve copies of the Service Plan, any agreement
relating to the Service Plan and any report made pursuant to Section 9 above,
for a period of not less than six years (the first two years in an easily
accessible place) from the date of the Service Plan, agreement or report.

SECTION 11. MEANINGS OF CERTAIN TERMS.

As used in the Service Plan, the terms "interested person" and "majority
of the outstanding voting securities" will be deemed to have the same meaning
that those terms have under the 1940 Act and the rules and regulations under the
1940 Act, subject to any exemption that may be granted to the Company under the
1940 Act by the Securities and Exchange Commission.

Dated: November 2, 1998

<PAGE> 1
EXHIBIT 18(b)

HT INSIGHT FUNDS, INC.
d/b/a HARRIS INSIGHT FUNDS
HARRIS INSIGHT FUNDS TRUST

MULTI-CLASS PLAN

Introduction

The purpose of this Plan is to specify the attributes of the classes of
shares offered by HT Insight Funds, Inc. d/b/a Harris Insight Funds and Harris
Insight Funds Trust (collectively referred to as the "Company"), including the
expense allocations, conversion features and exchange features of each class, as
required by Rule 18f-3 under the Investment Company Act of 1940, as amended (the
"1940 Act"). In general, shares of each class will have the same rights and
obligations except for one or more expense variables (which will result in
different yields, dividends and, in the case of the Company's non-money market
portfolios, net asset values for the different classes), certain related voting
and other rights, exchange privileges, conversion rights and class designation.

General Features of the Classes

Shares of each class of a fund of the Company (each such series being
referred to as a "Fund") shall represent an equal pro rata interest in such
Fund, and generally, shall have identical voting, dividend, liquidation and
other rights, preferences, powers, restrictions, limitations, qualifications,
designations and terms and conditions, except that: (a) each class shall have a
different designation; (b) each class of shares shall bear any class expenses;
(c) each class shall have exclusive voting rights on any matter submitted to
shareholders that relates solely to its arrangement and each class shall have
separate voting rights on any matter submitted to shareholders in which the
interests of one class differ from the interests of any other class; and (d)
each class may have different exchange and/or conversion features.

Allocation of Expenses

Pursuant to Rule 18f-3 under the 1940 Act, the Company shall allocate to
each class of shares in a Fund (i) any fees and expenses incurred by the Company
in connection with the distribution of such class of shares under a distribution
plan adopted for such class of shares pursuant to Rule 12b-1, and (ii) any fees
and expenses incurred by the Company under a shareholder servicing plan in
connection with the provision of shareholder services to the holders of such
class of shares. In addition, the President and Chief Financial Officer of the
Company shall determine, subject to Board approval or ratification, which of the
following fees and expenses may be allocated to a particular class of shares in
a Fund:
<PAGE> 2
(i) transfer agent fees identified by the transfer agent as being
attributable to such class of shares;

(ii) printing and postage expense related to preparing and distributing
materials such as shareholder reports, prospectuses, reports, and proxies to
current shareholders of such class of shares or to regulatory agencies with
respect to such class of shares;

(iii) blue sky registration or qualification fees incurred by such class
of shares;

(iv) Securities and Exchange Commission registration fees incurred by such
class of shares, if applicable;

(v) the expense of administrative personnel and services (including, but
not limited to, those of a portfolio accountant, custodian or dividend paying
agent charged with calculating net asset values or determining or paying
dividends) as required to support the shareholders of such class of shares;

(vi) litigation or other legal expenses relating solely to such class of
shares;

(vii) fees of the Company's Board Members incurred as a result of issues
relating to such class of shares; and

(viii) independent accountants' fees relating solely to such class of
shares.

Any changes to the determination of class expenses allocated to a
particular class of shares will be approved by a vote of the Board Members of
the Company, including a majority of the Board Members who are not "interested
persons" of the Company as defined under the 1940 Act.

For purposes of this Plan, a "Daily Dividend Portfolio" shall be a
portfolio of the Company which declares distributions of net investment income
daily and/or maintains the same net asset value per share in each class. Income,
realized and unrealized capital gains and losses, and any expenses of a
non-Daily Dividend Portfolio of the Company not allocated to a particular class
of the Fund pursuant to this Plan shall be allocated to each class of the Fund
on the basis of the net asset value of that class in relation to the net asset
value of the Fund. Income, realized and unrealized capital gains and losses, and
any expenses of a Daily Dividend Portfolio, including a money market fund, not
allocated to a particular class of the Fund pursuant to this Plan shall be
allocated to each class of the Fund on the basis of the relative net assets
(settled shares), as defined in Rule 18f-3, of that class in relation to the net
assets of the Fund.

Designation of the Classes and Specific Features

The types of classes of each of the Funds that are money market portfolios
operating pursuant to Rule 2a-7 under the 1940 Act ("Money Market Funds") are:
"Class
<PAGE> 3
A Shares" and "Institutional Shares." The types of classes of each of the
other Funds are: "Class A Shares," "Advisor Shares" and "Institutional Shares."
To the extent more than one class is offered by a Fund, each class of such Fund
has a different arrangement for shareholder services or distribution or both, as
follows:

A. Class A Shares

Class A Shares of a Fund are offered at net asset value without the
imposition of any sales charge. Class A Shares of a Fund pays service fees of up
to 0.25% (annualized) of the average daily net assets of the Fund's Class A
Shares. Support services provided by brokers, dealers and other institutions may
include forwarding sales literature and advertising materials provided by the
Company's distributor; processing purchase, exchange and redemption requests
from customers placing orders with the Company's transfer agent; processing
dividend and distribution payments from the Funds on behalf of customers;
providing information periodically to customers showing their positions in Class
A Shares; providing sub-accounting with respect to Class A Shares beneficially
owned by customers or the information necessary for sub-accounting; responding
to inquiries from customers concerning their investment in Class A Shares;
arranging for bank wires; and providing such other similar services as may
reasonably be requested.

B. Advisor Shares

Advisor Shares are offered at net asset value, plus an initial sales
charge as set forth in the then current prospectuses of a Fund. The initial
sales charge may be waived or reduced on certain types of purchases as set forth
in the Fund's then current prospectus. Advisor Shares are also offered subject
to a contingent deferred sales charge (subject to certain reductions or
eliminations of the sales charge as described in the applicable prospectus).

Advisor Shares of a Fund pay Rule 12b-1 fees of up to 0.35% (annualized)
of the average daily net assets of the Fund's Advisor Shares. Distribution and
support services provided by brokers, dealers and other institutions may include
forwarding sales literature and advertising materials provided by the Company's
distributor; processing purchase, exchange and redemption requests from
customers placing orders with the Company's transfer agent; processing dividend
and distribution payments from the Funds on behalf of customers; providing
information periodically to customers showing their positions in Advisor Shares;
providing sub-accounting with respect to Advisor Shares beneficially owned by
customers or the information necessary for sub-accounting; responding to
inquiries from customers concerning their investment in Advisor Shares;
arranging for bank wires; and providing such other similar services as may
reasonably be requested.

C. Institutional Shares

Institutional Shares of a Fund are offered at net asset value.
Institutional Shares pay no service fees.
<PAGE> 4
Voting Rights

Each class shall have exclusive voting rights on any matter submitted to
shareholders that relates solely to its arrangement. Each class shall have
separate voting rights on any matter submitted to shareholders in which the
interests of one class differ from the interests of any other class.

Exchange Privileges

Shareholders of a class may exchange their shares for shares of another
Fund in accordance with Section 11(a) of the 1940 Act, the rules thereunder and
the requirements of the applicable prospectuses as follows. Class A Shares of a
Fund may be exchanged for Class A Shares of another Fund without the imposition
of a sales charge. Advisor Shares of a Fund may be exchanged for Advisor Shares
of another Fund and Class A Shares of the Money Market Funds without the
imposition of a sales charge. Class A Shares of a Money Market Fund acquired by
exchange (including shares purchased through reinvestment of income thereon)
will be able to be re-exchanged for Advisor Shares of a Fund at respective net
asset values. Institutional Shares of a Fund may be exchanged for Institutional
Shares of another Fund without the imposition of a sales charge.

Board Review

The Board Members of the Company shall review this Plan as frequently as
they deem necessary. Prior to any material amendment(s) to this Plan, the
Company's Board including a majority of the Board Members who are not interested
persons of the Company shall find this Plan, as proposed to be amended
(including any proposed amendments to the method of allocating class and/or Fund
expenses), is in the best interest of each class of shares of the Company
individually and the Company as a whole. In considering whether to approve any
proposed amendment(s) to the Plan, the Board Members of the Company shall
request and evaluate such information as they consider reasonably necessary to
evaluate the proposed amendment(s) to the Plan.

Dated: November 2, 1998