HT INSIGHT FUNDS INC
497, 1998-07-28
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<PAGE>   1
                                     HARRIS
                                INSIGHT(R) FUNDS

                             MAY 1, 1998 PROSPECTUS
                          PROSPECTUS BEGINS ON PAGE 1.

                               MONEY MARKET FUNDS
                              INSTITUTIONAL SHARES

                   Harris Insight Tax-Exempt Money Market Fund
                        Harris Insight Money Market Fund
                   Harris Insight Government Money Market Fund

                                     [LOGO]
                                     HARRIS
                                INSIGHT(R) FUNDS

                     POWERFUL INSIGHT. SOLID INVESTMENTS.(SM)
<PAGE>   2
                             HARRIS INSIGHT(R) FUNDS
    60 STATE STREET, SUITE 1300 - BOSTON, MASSACHUSETTS 02109 - 800.982.8782

                              INSTITUTIONAL SHARES

                   Harris Insight Tax-Exempt Money Market Fund
                        Harris Insight Money Market Fund
                   Harris Insight Government Money Market Fund
<PAGE>   3
This Prospectus offers Institutional shares ("Institutional Shares") of Harris
Insight Tax-Exempt Money Market Fund, Harris Insight Money Market Fund and
Harris Insight Government Money Market Fund (collectively, the "Funds"). The
Funds are money market portfolios of HT Insight Funds, Inc., doing business as
Harris Insight Funds (the "Company"), which is registered as an open-end
management investment company (a mutual fund). The investment objective of each
Fund is to provide investors with as high a level of current income (which, in
the case of the Tax-Exempt Money Market Fund, is exempt from Federal income
taxes) as is consistent with its investment policies and the preservation of
capital and liquidity.

      HARRIS INSIGHT TAX-EXEMPT MONEY MARKET FUND invests primarily in
      high-quality, short-term municipal obligations.

      HARRIS INSIGHT MONEY MARKET FUND invests in a broad range of short-term
      money market instruments.

      HARRIS INSIGHT GOVERNMENT MONEY MARKET FUND invests exclusively in
      short-term U.S. Government Securities and repurchase agreements backed by
      those securities.

The Funds, together with the other investment portfolios of the Company and
Harris Insight Funds Trust, are known as the Harris Insight Funds. The Harris
Insight Funds are advised by Harris Trust and Savings Bank.

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 May 1, 1998 (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. THERE CAN BE NO ASSURANCE THAT THE
FUNDS WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

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.

                                   MAY 1, 1998


                                        1
<PAGE>   4
                                TABLE OF CONTENTS

<TABLE>
<S>                                                              <C>
FUND SUMMARY                                                     PAGE  3

EXPENSE INFORMATION                                              PAGE  5

FINANCIAL HIGHLIGHTS                                             PAGE  8

INVESTMENT OBJECTIVES AND POLICIES                               PAGE 12

ADDITIONAL INVESTMENT INFORMATION                                PAGE 16

MANAGEMENT                                                       PAGE 19

HOW TO BUY SHARES                                                PAGE 23

HOW TO SELL SHARES                                               PAGE 26

SHAREHOLDER SERVICES AND POLICIES                                PAGE 28

HOW THE FUNDS MAKE DISTRIBUTIONS
TO SHAREHOLDERS; TAX INFORMATION                                 PAGE 30

GENERAL INFORMATION                                              PAGE 32

APPENDIX A: PERMITTED INVESTMENTS                                PAGE 36
</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.
<PAGE>   5
                                  FUND SUMMARY

    THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
                   INFORMATION CONTAINED IN THIS PROSPECTUS.

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 December 31, 1997, assets under management totaled
approximately $16.4 billion.

Harris Investment Management, Inc. ("HIM" or the "Portfolio Management Agent")
provides daily portfolio management services for each of the Funds except for
the Tax-Exempt Money Market Fund. As of December 31, 1997, HIM had a staff of
60, including 33 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 $10.7
billion.

Each of Harris Trust and HIM is sometimes referred to as an "investment
adviser." Harris Trust and HIM are subsidiaries of Harris Bankcorp, Inc. See
MANAGEMENT.

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 bookkeeping, safekeeping of securities and other administrative
details.

WHEN ARE DIVIDENDS PAID?

Dividends from each of the Funds are declared daily and paid monthly. See HOW
THE FUNDS MAKE DISTRIBUTIONS TO SHAREHOLDERS; TAX INFORMATION.

HOW ARE SHARES BOUGHT AND SOLD?

Institutional shares are offered primarily to institutional investors without a
sales charge. Shares may be bought or sold by mail, by bank wire or through your
broker-dealer or other financial institution. There is no minimum initial or
subsequent investment. See HOW TO BUY SHARES and HOW TO SELL SHARES.


                                       3
<PAGE>   6
WHAT RISKS ARE ASSOCIATED WITH THE FUNDS?

There can be no assurance that any Fund will achieve its investment objective
nor can there be any assurance that the Funds will be able to maintain a stable
net asset value.

The amount of income earned by each Fund will tend to vary with changes in
prevailing interest rates. All investments by the Funds entail some risk.
Certain investments and investment techniques entail additional risks, such as
investments in foreign issuers. For more information about each Fund and its
investments, see INVESTMENT OBJECTIVES AND POLICIES.


                                        4
<PAGE>   7
                               EXPENSE INFORMATION

       THE FOLLOWING TABLE ILLUSTRATES INFORMATION CONCERNING SHAREHOLDER
           TRANSACTION EXPENSES AND ANNUAL FUND OPERATING EXPENSES FOR
        INSTITUTIONAL SHARES OF THE FUNDS. ANNUAL OPERATING EXPENSES ARE
      FACTORED INTO EACH FUND'S SHARE PRICE AND ARE NOT CHARGED DIRECTLY TO
      SHAREHOLDER ACCOUNTS. THERE ARE NO TRANSACTION CHARGES IN CONNECTION
            WITH PURCHASES, REDEMPTIONS OR EXCHANGES OF FUND SHARES.
       NO FUND HAS ADOPTED A RULE 12b-1 PLAN WITH RESPECT TO INSTITUTIONAL
         SHARES AND, ACCORDINGLY, NO FUND INCURS DISTRIBUTION EXPENSES
                      WITH RESPECT TO INSTITUTIONAL SHARES.

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

<TABLE>
<CAPTION>
                                TAX-EXEMPT       MONEY            GOVERNMENT
                                MONEY MARKET     MARKET           MONEY MARKET
                                FUND             FUND             FUND
<S>                             <C>              <C>              <C>
Advisory Fees                   0.11%            0.10%            0.11%
Rule 12b-1 Fees                 None             None             None
Other Expenses                  0.14             0.11             0.12
                                ----             ----             ----
Total Fund Operating
Expenses                        0.25             0.21             0.23
                                ----             ----             ----
</TABLE>

*The amounts for expenses are based on amounts incurred during the Funds' most
recent fiscal years. Without fee waivers or expense reimbursements, other
expenses and total operating expenses would be 0.15% and 0.26% for the
Tax-Exempt Money Market Fund, 0.16% and 0.26% for the Money Market Fund, and
0.17% and 0.28% for the Government Money Market 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).


                                        5
<PAGE>   8
                                     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            THREE         FIVE            TEN
                                      YEAR           YEARS         YEARS          YEARS
<S>                                   <C>            <C>           <C>            <C>
Tax-Exempt Money Market Fund            $3            $8            $14            $32
Money Market Fund                        2             6             11             26
Government Money Market Fund             2             7             12             28
                                        --            --            ---            ---
</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 tables 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.


                                        6
<PAGE>   9
                  This page has been intentionally left blank.


                                       7
<PAGE>   10
                              FINANCIAL HIGHLIGHTS

       THE FINANCIAL HIGHLIGHTS ON THE FOLLOWING PAGES REPRESENT SELECTED
     DATA FOR A SINGLE INSTITUTIONAL SHARE OF EACH FUND OUTSTANDING FOR THE
       PERIODS SHOWN. THIS INFORMATION HAS BEEN DERIVED FROM THE FINANCIAL
      STATEMENTS AUDITED BY PRICE WATERHOUSE LLP, INDEPENDENT ACCOUNTANTS.
     THE FUNDS' FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1997,
    AND INDEPENDENT ACCOUNTANTS' REPORTS THEREON ARE INCLUDED IN THE FUNDS'
      ANNUAL REPORT AND ARE INCORPORATED BY REFERENCE INTO (ARE LEGALLY A
      PART OF) THE FUNDS' SAI. THESE FINANCIAL HIGHLIGHTS SHOULD BE READ IN
                   CONJUNCTION WITH THE FINANCIAL STATEMENTS.


                                        8
<PAGE>   11
                          TAX-EXEMPT MONEY MARKET FUND

<TABLE>
<CAPTION>
                                                                                                                         FOR THE
                                                YEAR                  YEAR                   YEAR                       PERIOD
                                                ENDED                 ENDED                  ENDED                   01/05/94(4)
                                              12/31/97               12/31/96               12/31/95                 TO 12/31/94
<S>                                         <C>                    <C>                   <C>                        <C>
Net Asset Value, Beginning of Period        $       1.00           $       1.00          $       1.00               $       1.00
                                            ------------           ------------          ------------               ------------

INCOME FROM INVESTMENT OPERATIONS:
Net Investment Income                              0.034                  0.031                 0.035                      0.025
Realized Loss on Investments                          --                     --                    --                         --
                                            ------------           ------------          ------------               ------------
Total from Investment Operations                   0.034                  0.031                 0.035                      0.025
                                            ------------           ------------          ------------               ------------
LESS DISTRIBUTIONS:
Net Investment Income                             (0.034)                (0.031)               (0.035)                    (0.025)
Total Distributions                               (0.034)                (0.031)               (0.035)                    (0.025)
                                            ------------           ------------          ------------               ------------
CAPITAL CONTRIBUTION                                  --                     --                    --                         --
                                            ------------           ------------          ------------               ------------
Net Asset Value, End of Period              $       1.00           $       1.00          $       1.00               $       1.00
                                            ============           ============          ============               ============
TOTAL RETURN                                        3.47%                  3.19%                 3.60%                      2.56%(3)

RATIOS/SUPPLEMENTAL DATA:
Net Assets, End of Period ($000)                 497,986                388,404               212,146                    237,100
Ratios of Expenses to Average
   Net Assets(1)                                    0.25%                  0.29%                 0.29%                      0.28%(2)
Ratio of Net Investment Income to
   Average Net Assets                               3.41%                  3.14%                  3.52%                     2.99%(2)
</TABLE>

(1) Without the voluntary waiver of fees, the expense ratios for the years ended
December 31, 1997, 1996, 1995 and the period ended December 31, 1994 for the
Tax-Exempt Money Market Fund would have been 0.26%, 0.29%, 0.29%, and 0.30%
(annualized), respectively.

(2) Annualized.

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

(4) Date commenced operations.


                                        9
<PAGE>   12
                           FINANCIAL HIGHLIGHTS CONT.


                                MONEY MARKET FUND

<TABLE>
<CAPTION>
                                                                                                                  FOR THE
                                                 YEAR                     YEAR                   YEAR              PERIOD
                                                ENDED                     ENDED                  ENDED           01/05/94(4)
                                               12/31/97                 12/31/96               12/31/95          TO 12/31/94
                                            --------------          --------------        --------------       --------------
<S>                                         <C>                     <C>                   <C>                  <C>
Net Asset Value, Beginning of Period        $         1.00          $         1.00        $         1.00       $         1.00
                                            --------------          --------------        --------------       --------------

INCOME FROM INVESTMENT OPERATIONS:
Net Investment Income                                0.055                   0.052                 0.057                0.039
Realized Loss on Investments                        (0.001)                     --                    --                   --
                                            --------------          --------------        --------------       --------------
Total from Investment Operations                     0.054                   0.052                 0.057                0.039
                                            --------------          --------------        --------------       --------------

LESS DISTRIBUTIONS:
Net Investment Income                               (0.055)                 (0.052)               (0.057)              (0.039)
Total Distributions                                 (0.055)                 (0.052)               (0.057)              (0.039)
                                            --------------          --------------        --------------       --------------

CAPITAL CONTRIBUTION                                 0.001                      --                    --                   --
                                            --------------          --------------        --------------       --------------
Net Asset Value, End of Period              $         1.00          $         1.00        $         1.00       $         1.00
                                            ==============          ==============        ==============       ==============

TOTAL RETURN                                          5.66%                   5.38%                 5.86%                4.08%(3)


RATIOS/SUPPLEMENTAL DATA:
Net Assets, End of Period ($000)                 1,028,091                 369,417                98,837               31,990
Ratios of Expenses to Average
   Net Assets(1)                                      0.21%                   0.27%                 0.29%                0.29%(2)
Ratio of Net Investment Income to
   Average Net Assets                                 5.54%                   5.23%                 5.69%                4.79%(2)
</TABLE>

(1) Without the voluntary waiver of fees, the expense ratios for the years ended
December 31, 1997, 1996, 1995 and the period ended December 31, 1994 for the
Money Market Fund would have been 0.26%, 0.28%, 0.30% and 0.30% (annualized),
respectively, and for the Government Money Market Fund would have been 0.28%,
0.32%, 0.32% and 0.31% (annualized), respectively.

(2) Annualized.

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

(4) Date commenced operations.


                                       10
<PAGE>   13
                          GOVERNMENT MONEY MARKET FUND

<TABLE>
<CAPTION>
                                                                                                                    FOR THE
                                                 YEAR                    YEAR                   YEAR                  PERIOD
                                                 ENDED                   ENDED                  ENDED              01/05/94(4)
                                               12/31/97                12/31/96               12/31/95             TO 12/31/94
                                              -----------            -----------            -----------            -----------
<S>                                           <C>                    <C>                    <C>                    <C>
Net Asset Value, Beginning of Period          $      1.00            $      1.00            $      1.00            $      1.00
                                              -----------            -----------            -----------            -----------
INCOME FROM INVESTMENT OPERATIONS:
Net Investment Income                               0.053                  0.051                  0.056                  0.028
Realized Loss on Investments                           --                     --                     --                     --
                                              -----------            -----------            -----------            -----------
Total from Investment Operations                    0.053                  0.051                  0.056                  0.028
                                              -----------            -----------            -----------            -----------

LESS DISTRIBUTIONS:
Net Investment Income                              (0.053)                (0.051)                (0.056)                (0.028)
Total Distributions                                (0.053)                (0.051)                (0.056)                (0.028)
                                              -----------            -----------            -----------            -----------

CAPITAL CONTRIBUTION                                   --                     --                     --                     --
                                              -----------            -----------            -----------            -----------
Net Asset Value, End of Period                $      1.00            $      1.00            $      1.00            $      1.00
                                              ===========            ===========            ===========            ===========

TOTAL RETURN                                         5.48%                  5.24%                  5.79%                  2.82%(3)


RATIOS/SUPPLEMENTAL DATA:
Net Assets, End of Period ($000)                   63,970                 37,169                 18,367                  9,617
Ratios of Expenses to Average
   Net Assets(1)                                     0.23%                  0.31%                  0.31%                  0.29%(2)
Ratio of Net Investment Income to
   Average Net Assets                                5.36%                  5.12%                  5.62%                  4.52%(2)
</TABLE>


                                       11
<PAGE>   14
                        INVESTMENT OBJECTIVES & POLICIES


    THE INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS ARE SET FORTH BELOW.
        INVESTMENTS THAT MAY BE MADE BY ALL OF THE FUNDS ARE LISTED UNDER
      ADDITIONAL INVESTMENT INFORMATION. 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 FUND WILL ACHIEVE ITS
       INVESTMENT OBJECTIVE OR WILL BE ABLE TO MAINTAIN A STABLE NET ASSET
      VALUE. 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.


TAX-EXEMPT MONEY MARKET FUND

INVESTMENT OBJECTIVE. The Fund seeks to provide investors with as high a level
of current income that is exempt from Federal income tax as is consistent with
its investment policies and with preservation of capital and liquidity.

INVESTMENT POLICIES. The Fund invests only in high quality, short-term money
market instruments that are determined by the investment adviser, pursuant to
procedures established by the Company's Board of Directors, to be eligible for
purchase and to present minimal credit risks. The Fund invests primarily in
high-quality municipal obligations. Municipal obligations are debt obligations
issued by or on behalf of states, cities, municipalities and other public
authorities. For a more detailed description of these securities, see Appendix
A. Except for temporary investments in taxable obligations described below, the
Fund will invest only in municipal obligations that are exempt from Federal
income tax in the opinion of bond counsel.

The Fund will not purchase a security (other than a U.S. Government Security)
unless the security is rated by at least two nationally recognized rating
agencies (such as Standard & Poor's ("S&P") or Moody's Investors Service
("Moody's")) within the two highest rating categories assigned to short-term
debt securities (or, if not rated or rated by only one rating agency, is
determined to be of comparable quality). Determinations of comparable quality
shall be made in accordance with procedures established by the Company's Board
of Directors.


                                       12
<PAGE>   15
The Fund invests only in U.S. dollar-denominated securities that have a
remaining maturity of 397 days or less (as calculated pursuant to Rule 2a-7
under the Investment Company Act of 1940, as amended (the "1940 Act")) and
maintains a dollar-weighted average maturity of 90 days or less. Current income
provided by the securities in which the Fund invests is not likely to be as high
as that provided by securities with longer maturities or lower quality, which
may involve greater risk and price volatility.

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

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

MONEY MARKET FUND

INVESTMENT OBJECTIVE. The Fund seeks to provide investors with as high a level
of current income as is consistent with its investment policies and with
preservation of capital and liquidity.

INVESTMENT POLICIES. The Fund invests only in high quality, short-term money
market instruments that are determined by the investment adviser, pursuant to
procedures established by the Company's Board of Directors, to be eligible for
purchase and to present minimal credit risks. The Fund invests in a broad range
of short-term money market instruments, including U.S. Government Securities and
bank and commercial obligations. The commercial paper purchased by the Fund will
consist of U.S. dollar-denominated direct obligations of domestic and foreign


                                       13
<PAGE>   16
corporate issuers, including bank holding companies.

The Fund invests only in U.S. dollar-denominated securities that have a
remaining maturity of 397 days or less (as calculated pursuant to Rule 2a-7
under the 1940 Act) and maintains a dollar-weighted average maturity of 90 days
or less. Current income provided by the securities in which the Fund invests is
not likely to be as high as that provided by securities with longer maturities
or lower quality, which may involve greater risk and price volatility.

The Fund will not purchase a security (other than U.S. Government Securities)
unless the security is rated by at least two nationally recognized rating
agencies (such as S&P or Moody's) within the two highest rating categories
assigned to short-term debt securities (or, if not rated or rated only by one
rating agency, is determined to be of comparable quality), and not more than 5%
of the total assets of the Fund would be invested in securities in the second
highest rating category. Determinations of comparable quality shall be made in
accordance with procedures established by the Company's Board of Directors.

The Fund also may invest in guaranteed investment contracts ("GICs") issued by
U.S. and Canadian insurance companies, and convertible and non-convertible debt
securities of domestic corporations and of foreign corporations and governments
that are denominated, and pay interest, in U.S. dollars. In addition, the Fund
may invest in tax-exempt municipal obligations when the yields on such
obligations are higher than the yields on taxable investments. See Investment
Objectives and Policies -- Tax-Exempt Money Market Fund.

GOVERNMENT MONEY MARKET FUND

INVESTMENT OBJECTIVE. The Fund seeks to provide investors with as high a level
of current income as is consistent with its investment policies and with
preservation of capital and liquidity.

INVESTMENT POLICIES. The Fund invests only in high quality, short-term money
market instruments that are determined by the investment adviser, pursuant to
procedures established by the Company's Board of Directors, to be eligible for
purchase and to present minimal credit risks. The Fund invests exclusively in
U.S. Government Securities and repurchase agreements backed by those securities.
For a more


                                       14
<PAGE>   17
detailed description of these securities, see Appendix A.

The Fund invests only in securities that have a remaining maturity of 397 days
or less (as calculated pursuant to Rule 2a-7 under the 1940 Act) and maintains a
dollar-weighted average maturity of 90 days or less. Current income provided by
the securities in which the Fund invests is not likely to be as high as that
provided by securities with longer maturities or lower quality, which may
involve greater risk and price volatility.

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


                                       15
<PAGE>   18
                        ADDITIONAL INVESTMENT INFORMATION


          UNLESS OTHERWISE NOTED, EACH FUND'S INVESTMENT OBJECTIVE AND
         POLICIES ARE NOT FUNDAMENTAL AND MAY BE CHANGED BY THE 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 SHAREHOLDERS
    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.


Each Fund may invest in the securities of other investment companies, zero
coupon securities, when-issued securities and forward commitments, floating/
variable rate obligations, as well as commercial paper and cash equivalents,
such as certificates of deposit, demand and time deposits and banker's
acceptance notes. In addition, each Fund may enter into repurchase agreements.

RATING MATTERS. 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. To the extent that
the ratings given by Moody's, S&P or another nationally recognized statistical
rating organization ("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. A Fund
may be required to sell a security downgraded below the minimum required for
purchase, absent a specific finding by the Company's Board of Directors that a
sale is not in the best interests of the Fund.

PORTFOLIO TRANSACTIONS. The investment advisers seek "best execution" for all
portfolio transactions, but a Fund may pay higher than the lowest available
commission rates when the investment adviser believes it is reasonable to do so
in light of the


                                       16
<PAGE>   19
value of the brokerage, research and other services provided by the broker
effecting the transaction. Purchase and sale orders of securities on behalf of
each of the Funds may be combined with those of other accounts that the
investment adviser manages, and for which it has brokerage placement authority,
in the interest of seeking the most favorable overall net results. When the
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 Company, the Adviser, the Portfolio Management Agent 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.

DIVERSIFICATION. Each Fund is diversified as that term is defined in the 1940
Act. As a matter of fundamental policy, no Fund may invest more than 5% of the
current value of its total assets in the securities of any one issuer (other
than U.S. Government Securities), except that up to 25% of the value of the
total assets of a Fund (other than the Money Market Fund and the Government
Money Market Fund) may be invested without regard to this limitation.
Notwithstanding this policy, each of the Money Market Fund and the Government
Money Market Fund may invest more than 5% of its total assets in the securities
of a single issuer for a period of up to three business days after the purchase
thereof, so long as it does not make more than one such investment at any one
time. 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


                                       17
<PAGE>   20
investments in (i) municipal obligations (for the purpose of this restriction,
private activity bonds shall not be deemed municipal obligations if the payment
of principal and interest on such bonds is the ultimate responsibility of
non-governmental users); (ii) U.S. Government Securities; and (iii) in the case
of the Money Market Fund, bank obligations that are otherwise permitted as
investments.

Although not a matter of fundamental policy, the Funds consider the securities
of foreign governments to be a separate industry for purposes of the 25% asset
limitation on investments in the securities of issuers conducting their
principal business activity in the same industry.

ILLIQUID SECURITIES. Each Fund may invest up to 10% 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 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 total 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 total net assets (but investments may not be purchased while any
aggregate borrowings in excess of 5% exists).


                                       18
<PAGE>   21
                                   MANAGEMENT



DIRECTORS

The Company is managed under the direction of its governing Board of Directors.
Each individual listed below is a member of the 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; and Chairman Emeritus,
LaSalle Partners, Ltd. (real estate investment management and consulting).

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, and Scudder Pathway Series.

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. and A.M. Castle, Inc.

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.

INVESTMENT ADVISER

Harris Trust is the investment adviser for each of the Funds pursuant to
Advisory Contracts with 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 December 31, 1997, Harris Trust managed more than $12.8 billion in
discretionary personal trust assets, and administered more than $17 billion in
non-discretionary trust assets.


                                       19
<PAGE>   22
With respect to the Tax-Exempt Money Market Fund, the Advisory Contract provides
that Harris Trust shall make investments for the Fund in accordance with its
best judgment. With respect to the remaining Funds, the Advisory Contracts
provide that Harris Trust is responsible for the supervision and oversight of
the Portfolio Management Agent's performance (as discussed below).

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 annual
rate of 0.14% of each Fund's first $100 million of net assets plus 0.10% of the
Fund's remaining net assets.

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 except for the Tax-Exempt Money Market Fund. For the services provided
by HIM, Harris Trust pays HIM the advisory fees it receives from the Funds. As
of December 31, 1997, HIM managed an estimated $10.7 billion in assets.

PORTFOLIO MANAGEMENT

TAX-EXEMPT MONEY MARKET FUND - Kathleen A. Bramlage. Ms. Bramlage joined Harris
Trust in 1993 and serves as Principal and Portfolio Manager. She has served as
portfolio manager of the Fund since August 1993. She has 15 years
of experience managing fixed-income funds. Prior to joining Harris Trust, she
served as portfolio manager for a bank proprietary mutual fund complex.

MONEY MARKET FUND - Randall T. Royther. Mr. Royther joined Harris Trust in 1990
and serves as Partner and Portfolio Manager. Mr. Royther has served as portfolio
manager of the Fund since June 1995 and has nine years of investment experience.

GOVERNMENT MONEY MARKET FUND - Randall T. Royther. Mr. Royther has served as
portfolio manager of the Fund since June 1995. For a description of Mr. Royther,
see Money Market 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.


                                       20
<PAGE>   23
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 Harris Insight
Funds 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 a Distribution
Agreement with 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 implemented pursuant to
contractual arrangements between the Company and the Distributor and approved by
the Board of Directors of the Company.


                                       21
<PAGE>   24
EXPENSES

Except for certain expenses borne by the Distributor, Harris Trust, or HIM, the
Company bears all costs of its operations, including the compensation of its
Directors who are not affiliated with Harris Trust, HIM or the Distributor or
any of their affiliates; advisory and administration fees; payments pursuant to
any Service Plan (with respect to only Class A Shares); 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
only Class A 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 Board of 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 Company are allocated among the Funds and
the other investment portfolios of the Company in an equitable manner as
determined by the Board of Directors.


                                       22
<PAGE>   25
                                HOW TO BUY SHARES

          INSTITUTIONAL SHARES ARE SOLD TO FIDUCIARY AND DISCRETIONARY
    ACCOUNTS OF INSTITUTIONS, "INSTITUTIONAL INVESTORS," DIRECTORS, OFFICERS
       AND EMPLOYEES OF THE COMPANY, THE ADVISER, THE PORTFOLIO MANAGEMENT
   AGENT, AND THE DISTRIBUTOR AND THE ADVISER'S INVESTMENT ADVISORY CLIENTS.
  "INSTITUTIONAL INVESTORS" MAY INCLUDE FINANCIAL INSTITUTIONS (SUCH AS BANKS,
    SAVINGS INSTITUTIONS AND CREDIT UNIONS); PENSION AND PROFIT SHARING AND
       EMPLOYEE BENEFIT PLANS AND TRUSTS; INSURANCE COMPANIES; INVESTMENT
      COMPANIES; INVESTMENT ADVISERS; AND BROKER/DEALERS ACTING FOR THEIR
        OWN ACCOUNTS OR FOR THE ACCOUNTS OF SUCH INSTITUTIONAL INVESTORS.


OPENING AN ACCOUNT. To open an account, complete and sign an application for
Institutional 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 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. No Fund imposes any minimum initial or subsequent investment with
respect to Institutional Shares. Shares may be purchased 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


                                       23
<PAGE>   26
      For Credit to:
          Harris Insight Funds
          85-5093-2950
      Re: [Name of Fund] - Institutional 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 agents
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.

GENERAL PURCHASE INFORMATION

The Funds are open for business each day that both 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"). The Tax-Exempt Money Market Fund normally calculates its net asset value
("NAV") on or before 12:00 Noon, Eastern time. Each of the Money Market Fund and
the Government Money Market Fund normally calculates its NAV at 2:30 p.m.,
Eastern time. Shares are purchased at the next share price calculated after your
investment is received and accepted.


                                       24
<PAGE>   27
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 settlement date, normally three business days after the order has
been executed. The Company reserves the right to reject any purchase order.


                                       25
<PAGE>   28
                               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.


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

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

There is no charge for redemptions, but 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.


                                       26
<PAGE>   29
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 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. For the Tax-Exempt Money Market Fund, if a request
is received by the Transfer Agent by 12:00 Noon, Eastern time on a day the Fund
and the Transfer Agent are open for business, the redemption proceeds will be
transmitted to the shareholder's bank that same day. For each of the Money
Market Fund and the Government Money Market Fund, if a request is received by
the Transfer Agent by 2:30 p.m., Eastern time on a day the Funds and the
Transfer Agent are open for business, the redemption proceeds will be
transmitted to the shareholder's bank that same day.


                                       27
<PAGE>   30
                         SHAREHOLDER SERVICES & POLICIES


EXCHANGING SHARES. YOU CAN EXCHANGE INSTITUTIONAL SHARES OF A FUND FOR SHARES OF
THE OTHER HARRIS INSIGHT FUNDS OFFERING THOSE SHARES. Institutional Shares of
any of the Funds that you have held for seven days or more may be exchanged for
shares of any other Harris Insight Fund in an identically registered account,
provided that Institutional Shares of the Fund to be acquired are registered for
sale in your state of residence.

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


                                       28
<PAGE>   31
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 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, the telephone redemption or
exchange privilege 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 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, Institutional
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.


                                       29
<PAGE>   32
                        HOW THE FUNDS MAKE DISTRIBUTIONS
                        TO SHAREHOLDERS; TAX INFORMATION


      DIVIDENDS FROM EACH OF THE FUNDS 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 Company as a whole. As a result, net
capital gains, net investment income, and operating expenses are determined
separately for each Fund. The Company intends 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 price
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 the Tax-Exempt Money Market Fund 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


                                       30
<PAGE>   33
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 the
Tax-Exempt Money Market Fund are anticipated to be exempt from Federal income
taxes.

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


                                       31
<PAGE>   34
                               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 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 share is the value of one share of a Fund, which is
determined on each Fund Business Day. Net asset value per share of each class is
determined by dividing the value of a Fund's net assets (i.e., the value of its
securities and other assets less its liabilities) allocable to that class by the
number of shares of that class outstanding. In order to maintain a stable net
asset value of $1.00 per share, each of the Funds uses the amortized cost method
to value its portfolio securities. 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.

The net asset value per share of the Tax-Exempt Money Market Fund is determined
at 12:00 Noon, Eastern time. The net asset value per share of the Money Market
Fund and the Government Money Market Fund is determined at 2:30 p.m., Eastern
time.

HOW PERFORMANCE IS REPORTED

From time to time, each of the Funds may advertise its performance. Performance
may be


                                       32
<PAGE>   35
quoted in terms of yield, effective yield and total return. The Tax-Exempt Money
Market Fund also may advertise its tax-equivalent yield. All performance
information is based on historical results and is not intended to indicate
future performance.

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
7-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 7-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 Money Market Fund, refers to
the yield on a taxable investment necessary to produce an after-tax yield equal
to the 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 the Fund will always exceed that
Fund's yield.

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

Total return refers to the amount an investment in a Fund would have earned,
including any increase or decrease in net asset value, over a specified period
of time and assumes the reinvestment of all dividends and distributions. The
total return of each Fund shows what an investment in Institutional Shares of
the Fund would have earned over a specified period of time (such as one, five or
ten years, or the period of time since commencement of operations, if shorter)
assuming that all distributions and dividends by the Fund were reinvested on
their reinvestment dates during the period less all recurring fees.


                                       33
<PAGE>   36
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.

MORE INFORMATION ABOUT THE COMPANY

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, including two
portfolios not offered in this Prospectus: Harris Insight Equity Fund and Harris
Insight Short/Intermediate Bond Fund. The Board of Directors has authorized the
Funds to issue two classes of shares, Class A Shares and Institutional Shares.
The Company's Board has authorized the other Funds of the Company to issue two
classes of shares, Class A and Institutional Shares.

Class A Shares of the Funds, which are offered primarily to retail investors,
bear additional expenses. In the future, the Board of Directors of the Company
may authorize the issuance of shares of additional investment portfolios and
additional classes of shares of any portfolio. Different classes of shares of a
single portfolio may bear different sales charges and other expenses (including
distribution fees), which may affect their relative performance. 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 Company have equal voting rights and will be voted in the
aggregate, and not by class, except where voting by class is required by law or
where the matter involved affects only one class. A more detailed statement of
the voting rights of shareholders is contained in the SAI. All shares of the
Company, when issued, will be fully paid and non-assessable.

As of April 1, 1998, Harris Trust owned of record all or substantially all 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


                                       34
<PAGE>   37
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.

The Company may dispense with annual meetings of shareholders in any year in
which 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 Directors.


                                       35
<PAGE>   38
                        APPENDIX A: PERMITTED INVESTMENTS


ASSET-BACKED SECURITIES. The Money Market 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 Directors, asset-backed securities may be considered illiquid
securities and, therefore, may be subject to a Fund's 10% 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. 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


                                       36
<PAGE>   39
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.

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


                                       37
<PAGE>   40
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 SECURITIES. The Money Market Fund may invest in non-convertible debt of
foreign banks, foreign corporations and foreign governments which obligations
are denominated in and pay interest in U.S. dollars. Investments in foreign
securities involve certain considerations that are not typically associated with
investing in domestic securities.

GUARANTEED INVESTMENT CONTRACTS. The Money Market Fund may invest in guaranteed
investment contracts ("GICs") issued by U.S. and Canadian insurance companies.
GICs require the Fund to make cash contributions to a deposit fund of an
insurance company's general account. The insurance company then makes payments
to the Fund based on negotiated, floating or fixed interest rates. A GIC is a
general obligation of the issuing insurance company and not a separate account.
The purchase price paid for a GIC becomes part of the general assets of the
insurance company, and the contract is paid from the insurance company's general
assets. Generally, GICs are not assignable or transferable without the
permission of the issuing insurance companies, and an active secondary market in
GICs does not currently exist.

ILLIQUID SECURITIES AND RESTRICTED SECURITIES. Each Fund may invest up to 10% 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 Company's


                                       38
<PAGE>   41
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 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
Directors monitors implementation of these guidelines on a periodic basis.

INVESTMENT COMPANY SECURITIES. In connection with the management of its daily
cash positions, each Fund may invest in securities issued by investment
companies that invest in short-term, debt securities (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.


                                       39
<PAGE>   42
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: (i)
not more than 5% of its total assets will be invested in the securities of any
one investment company; (ii) not more than 10% of its total assets will be
invested in the aggregate in securities of investment companies as a group; and
(iii) not more than 3% of the outstanding voting stock of any one investment
company will be owned by the Fund or by the Company as a whole. As a shareholder
of another investment company, a Fund would bear, along with other shareholders,
its pro rata portion of the other investment company's expenses, including
advisory fees. These expenses would be in addition to the advisory and other
expenses that a Fund bears directly in connection with its own operations.

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

MUNICIPAL OBLIGATIONS. The Tax-Exempt Money Market 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


                                       40
<PAGE>   43
cases, from the proceeds of a special excise tax or from other specific revenue
sources such as the user of the facility being financed.

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. A Fund may not enter into a repurchase agreement or
reverse repurchase agreement if, as a result, more than 10% of the Fund's net
assets would be invested in repurchase agreements or reverse repurchase
agreements with a maturity of more than 7 days and in other illiquid securities.
The Funds will enter into repurchase agreements only with counterparties that
meet guidelines established by the Company's Board of Directors.

SECURITIES WITH PUTS. In order to maintain liquidity, the Funds may enter into
puts with respect to portfolio securities with banks or broker-dealers that, in
the opinion of the 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.

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.


                                       41
<PAGE>   44
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.

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 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 Funds may invest in other types of related zero coupon securities commonly
known as "stripped" securities. For instance, a number of banks


                                       42
<PAGE>   45
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.


                                       43
<PAGE>   46
                       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


                        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
                              Price Waterhouse LLP
                              30 South 17th Street
                        Philadelphia, Pennsylvania 19103


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


                                       44
<PAGE>   47
                               INVESTMENT ADVISER:
                          Harris Trust and Savings Bank

                           PORTFOLIO MANAGEMENT AGENT:
                       Harris Investment Management, Inc.

                                  DISTRIBUTOR:
                             Funds Distributor, Inc.


                                   IMPROS 7/98
                                    HIF 1275



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