As filed with the Securities and Exchange Commission on
February 22, 1996
Securities Act File No. 811-7447
Investment Company Act File No. 33-64915
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
X
Pre-Effective Amendment No. 3 X
Post-Effective Amendment No.
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 3 X
HARRIS INSIGHT FUNDS TRUST
(Exact Name of Registrant as Specified in Charter)
One Exchange Place, Boston, Massachusetts 02109
(Address of Principal Executive Offices including Zip Code)
Registrant's Telephone Number, including Area Code: (800) 982-
8782
Name and Address of Agent for Service: Copies to:
Lisa Anne Rosen Cameron S. Avery, Esq.
Harris Insight Funds Trust Bell, Boyd & Lloyd
One Exchange Place Three First National Plaza
Boston, MA 02109 Chicago, IL 60602
Approximate Date of Proposed Public Offering:
As soon as possible after this Registration Statement becomes
effective.
It is proposed that this filing will become effective:
immediately upon filing pursuant to Rule
485(b)
on pursuant to Rule 485(b)
60 days after filing pursuant to Rule 485(a)
on pursuant to Rule 485(a) of
Rule 485
Page 1 of Pages
Registrant amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until Registrant files a further amendment that specifically
states that this Registration Statement will thereafter become
effective in accordance with Section 8(a) of the Securities Act
of 1933, as amended, or until this Registration Statement
becomes effective on such date as the Commission, acting
pursuant to Section 8(a) of the Securities Act of 1933, as
amended, may determine.
Part A (the Prospectuses of Harris Insight Funds Trust) of Form
N-1A is incorporated by reference to Registrant's filing of
Pre-Effective Amendment No. 1 filed with the Securities and
Exchange Commission on February 9, 1996 (Accession No.
0000927405-96-000050). Part B (the Statement of Additional
Information) of Form N-1A is incorporated by reference to
Registrant's filing of Pre-Effective Amendment No. 2 filed with
the Securities and Exchange Commission on February 21, 1996
(Accession No. 0000927405-96-000057.
HARRIS INSIGHT FUNDS TRUST
FORM N-1A
CROSS REFERENCE SHEET
PURSUANT TO RULE 495 (b)
Part A.
Item No. Prospectus Caption
1. Cover Page Cover Page
2. Synopsis Expense Table; Financial Highlights
3. Condensed Financial Information Financial Highlights;
Calculation of Yield and Total Return
4. General Description of Registrant Cover Page;
Investment Strategies; Organization and Capital Stock
5. Management of the Fund Management
6. Capital Stock and Other Securities Cover Page; Dividends
and Distributions; Federal Income Taxes; Account Services;
Organization and Capital Stock
7. Purchase of Securities Management, Determination of Net
Asset Value; Purchase of Shares; Exchange Privilege
8. Redemption or Repurchase Redemption of Shares;
Exchange Privilege
9. Legal Proceedings Not Applicable
Part B. Statement of Additional
Item No. Information Caption
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Management of the
Fund; Organization of the Trust
13. Investment Objectives and Policies Investment
Strategies; Investment Restrictions; Portfolio Transactions
14. Management of the Fund Management
15. Control Persons and Principal Holders of Securities
Management; Organization and Capital Stock (Prospectus)
16. Investment Advisory and Other Services Management;
Service Plans; Custodian; Independent Auditors
17. Brokerage Allocation and other Practices Portfolio
Transactions
18. Capital Stock Capital Stock
19. Purchase, Redemption and Pricing of Determination
of Net Asset Value
Securities Being Offered
20. Tax Status Federal Income Taxes
21. Underwriters Management; Service Plan
22. Calculation of Performance Calculation of Yield and
Total Returns
23. Financial Statements Not Applicable
Part C
Information required to be included in Part C is set
forth under the appropriate item, so numbered, in Part C to
this Registration Statement.
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements:
The Financial Statements included in Parts A and B
of this Registration
Statement are as follows:
Statements of Assets and Liabilities
Report of Independent Accountants
(b) Exhibits:
Exhibit
Number Description
(1) Declaration of Trust incorporated by reference to Exhibit
No. 1 to the Registration Statement filed on December 12, 1995
(Accession No. 0000927405-95-000160).
(2) By-Laws incorporated by reference to Exhibit No. 2 to the
Registration Statement filed on December 12, 1995 (Accession
No. 0000927406-95-000160).
(3) Not applicable.
(4) Not applicable.
(5)(a) Form of Advisory Contract between Registrant and
Harris Trust & Savings Bank incorporated by reference to
Exhibit 5(a) to the Registration Statement filed on February
21, 1996 (Accession No. 0000927405-96-000057).
Exhibit
Number Description
(5)(b) Form of Portfolio Management Contract between
Harris Trust & Savings Bank and Harris Investment Management,
Inc. incorporated by reference to Exhibit 5(b) to the
Registration Statement filed on February 21, 1996 (Accession
No. 0000927405-96-000057).
(6)(a) Form of Distribution Agreement between the
Registrant and Funds Distributor, Inc. filed herein.
(7) Not applicable.
(8) Form of Custodian Agreement between Registrant and PNC
Bank, N.A. filed herein.
(9)(a) Form of Transfer Agency Agreement between
Registrant and PFPC, Inc. filed herein.
(9)(b) Form of Administration Agreement between Registrant
and First Data Investor Services Group (f/k/a The Shareholder
Services Group, Inc.) filed herein.
(9)(c) Form of Administration and Accounting Services
Agreement between Registrant and PFPC Inc. filed herein.
(10) Opinion and Consent of First Data Investor Services
Group, Inc. incorporated by reference to Exhibit No. 10 to the
Registration Statement filed on December 12, 1995 (Accession
No. 0000927405-95-00160).
(11) Consent of Price Waterhouse, LLP incorporated by
reference to Exhibit 11 to the Registration Statement filed on
February 21, 1996 (Accession No. 0000927405-96-000057).
(12) Not applicable.
(13) Form of Purchase Agreement relating to Initial Capital
incorporated by reference to Exhibit 13 to the Registration
Statement filed on December 12, 1995(Accession No. 0000927405-
95-000160).
(14) Not applicable.
Exhibit
Number Description
(15) Form of Service Plan relating to Class A Shares
incorporated by reference to exhibit 15 to the Registration
Statement filed on December 12, 1995 (Accession No. 0000927405-
95-000160).
(16) Not applicable.
(17) Not applicable.
(18) Form of Multi-Class Plan incorporated by reference to
Exhibit No. 18 to Pre-Effective Amendment No. 1 to the
Registration Statement filed on February 9, 1996 Accession
No.00000927405-96-000050).
Item 25. Persons Controlled by or under Common Control with
Registrant.
It is anticipated that, as of the effective date of this
Registration Statement, all of the shares of the Registrant
will be owned by Funds Distributor, Inc.
Item 26. Number of Holders of Securities.
It is anticipated that there will be one record holder of
the Registrant's shares of beneficial interest, $.001 par
value, on the date the Registrant's Registration Statement
becomes effective.
Item 27. Indemnification.
Under Section 4.3 of the Registrant's Declaration of
Trust, any past or present Trustee or officer of Registrant
(including persons who serve at Registrant's request as
directors, officers or trustees of another organization in
which Registrant has any interest as a shareholder, creditor or
otherwise [hereinafter referred to as a "Covered Person"])
shall be indemnified to the fullest extent permitted by law
against all liability and all expenses reasonably incurred by
him or her in connection with any claim, action, suit or
proceeding to which he or she may be a party or otherwise
involved by reason of his or her being or having been a Covered
Person. That provision does not authorize indemnification when
it is determined, in the manner specified in the Declaration of
Trust, that such Covered Person has not acted in good faith in
the reasonable belief that his or her actions were in or not
opposed to the best interests of Registrant. Moreover, that
provision does not authorize indemnification when it is
determined, in the manner specified in the Declaration of
Trust, that such covered person would otherwise be liable to
Registrant or its shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard
of his or her duties. Expenses may be paid by Registrant in
advance of the final disposition of any claim, action, suit or
proceeding upon receipt of an undertaking by such Covered
Person to repay such expenses to Registrant in the event that
it is ultimately determined that indemnification of such
expenses is not authorized under the Declaration of Trust and
the Covered Person either provides security for such
undertaking or insures Registrant against losses from such
advances or the disinterested Trustees or independent legal
counsel determines, in the manner specified in the Declaration
of Trust, that there is reason to believe the Covered Person
will be found to be entitled to indemnification.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended (the "Securities Act"),
may be permitted to Trustees, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
Trustee, officer or controlling person of the Registrant in
connection with the successful defense of any claim, action,
suit or proceeding) is asserted against the Registrant by such
Trustee, officer or controlling person in connection with the
shares being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
Registrant and its trustees, officers and employees will
be insured, under a policy of insurance maintained by
Registrant, within the limits and subject to the limitations of
the policy, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain
liabilities that might be imposed as a result of such actions,
suits or proceedings, to which they are parties by reason of
being or having been such directors or officers. The policy
will expressly exclude coverage for any trustee or officer for
any claim arising out of any fraudulent act or omission, any
dishonest act or omission or any criminal act or omission of
the trustee or officer.
Item 28.
Business and Other Connections of Investment Adviser.
(a) Harris Trust & Savings Bank ("Harris Trust"), an
indirect, wholly-owned subsidiary of the Bank of Montreal,
serves as investment adviser to the Harris Insight Equity
Income Fund, Growth Fund, Small-Cap Opportunity Fund, Index
Fund, International Fund, Balanced Fund, Convertible Securities
Fund, Bond Fund, Intermediate Government Bond Fund,
Intermediate Tax-Exempt Bond Fund and Tax-Exempt Bond Fund.
Harris Trust's business is that of an Illinois state-chartered
bank with respect to which it conducts a variety of commercial
banking and trust activities.
To the knowledge of Registrant, none of the directors or
executive officers of Harris Trust except those set forth
below, is or has been at any time during the past two fiscal
years engaged in any other business, profession, vocation or
employment of a substantial nature. Set forth below are the
names and principal businesses of the directors and executive
officers of Harris Trust who are or during the past two fiscal
years have been engaged in any other business, profession,
vocation or employment of a substantial nature for their own
account or in the capacity of director, officer, employee,
partner or trustee. All directors of Harris Trust also serve
as directors of Harris Bankcorp, Inc., the immediate parent of
Harris Trust.
Position(s) with Principal Business(es) During
Name Harris Trust the Last Two Fiscal Years
Alan G. McNally Director and Chairman of the Board and
Chief
Vice Chairman Executive Officer of Harris Trust
&
of the Board Savings Bank and Harris Bankcorp,
Inc. Formerly, Vice Chairman of Personal and Commercial
Financial Services of the Bank of Montreal.
James O. Webb Director President, James O. Webb &
Associates, Inc.
Matthew W. Barrett Director Chairman of the Board and
Chief Executive Officer of the Bank of Montreal.
F. Anthony Comper Director President and Chief Operating
Officer of the Bank of Montreal.
Susan T. Congalton Director Managing Director of Lupine
Partners. Formerly General Counsel and Chief Financial
Officer, Finance and Law of Carson Pierre Scott Company.
Roxanne J. Decyk Director Vice President -- Corporate
Planning, Amoco Chemical Company. Formerly, Senior Vice
President of Commercial and Industrial Sales, Amoco Chemical
Corporation.
Wilbur H. Gantz Director President and Chief Executive
Officer, PathoGenesis Corporation.
James J. Glasser Director Chairman, President and Chief
Executive Officer of GATX Corporation.
Daryl F. Grisham Director President and Chief Executive
Officer of Parker House Sausage Company.
Position(s) with Principal Business(es) During
Name Harris Trust the Last Two Fiscal Years
Dr. Leo M. Henikoff Director President and Chief
Executive Officer of Rush-Presbyterian - St. Luke's Medical
Center.
Dr. Stanley O. Ikenberry Director President of the
University of Illinois.
Charles H. Shaw Director Chairman of the Shaw Company.
Richard E. Terry Director Chairman and Chief Executive
Officer of Peoples Energy Corporation.
William J. Weisz Director Chairman of the Board of
Motorola, Inc.
Edward W. Lyman, Jr. Vice Chairman and Senior
Executive Vice President --
Director Corporate and Institutional Financial
Services, Harris Trust & Savings Bank.
Formerly, Department Executive, Corporate Banking, Harris Trust
& Savings Bank.
Maribeth S. Rahe Vice Chairman and Senior Executive Vice
President --
Director Personal & Commercial Services, Harris
Trust & Savings Bank. Formerly, Department Executive, Personal
Financial Services, Harris Trust & Savings Bank.
(b) Harris Investment Management, Inc. ("HIM"), an
indirect subsidiary of Bank of Montreal, serves as the
Portfolio Management Agent of the Harris Insight Equity Income
Fund, Growth Fund, Small-Cap Opportunity Fund, Index Fund,
International Fund, Balanced Fund, Convertible Securities Fund,
Bond Fund, Intermediate Government Bond Fund, Intermediate Tax-
Exempt Bond Fund and Tax-Exempt Bond Fund pursuant to Portfolio
Management Agreements with Harris Trust. HIM's business is that
of a Delaware corporation registered as an investment adviser
under the Investment Advisers Act of 1940.
To the knowledge of the Registrant, none of the directors
or executive officers of HIM, except those set forth below, is
or has been at anytime during the past two fiscal years engaged
in any other business, profession, vocation or employment of a
substantial nature with respect to publicly traded companies
for their own account or in the capacity of director, officer,
employees, partner or trustee.
Position(s) Principal Business(es) During
Name with HIM the Last Two Fiscal Years
Brian J. Steck Director and Chairman of the Board of
Chairman of the Harris Investment Management,
Board Inc. Vice-Chairman of
Investment Banking of Bank of Montreal,
President of the Bank of Montreal Investment Management
Limited.
Donald G.M. Coxe Director, President and Chief Investment
Officer of
Chairman and Chief Harris Investment
Management, Inc.
Strategist Formerly, Chief Strategist of Nesbitt
Thomson Inc.
William O. President, Chief Manager of Equities, Harris
Investment
Leszinske Investment Officer Management.
Edward W. Lyman, Jr. Director Senior Executive Vice
President --
Corporate & Institutional Financial Services,
Harris Trust & Savings Bank. Formerly, Department Executive of
Corporate Banking, Harris Trust & Savings Bank.
Maribeth S. Rahe Director Senior Executive Vice President -
- -Personal & Commercial Services, Harris Trust & Savings Bank.
Prior to January, 1994 Personal Financial Services Department
Executive of Harris Trust & Savings Bank.
Nancy B. Wolcott Director Executive Vice President --
Corporate & Institutional Trust, Harris Trust & Savings Bank.
Formerly, Senior Vice President, Harris Trust & Savings Bank.
Position(s) Principal Business(es) During
Name with HIM the Last Two Fiscal Years
Terry A. Jackson Director Executive Vice President, Bank of
Montreal Asset Management Services, President of the Trust
Company of the Bank of Montreal and President of the Bank of
Montreal Investment Management. Vice President of Nesbitt
Thompson, Inc. Formerly, Executive Vice President -- Retail
and Institutional Sales, Bank of Montreal.
Wayne Thomas Director Senior Vice President -- Personal
Investment Management, Harris Trust & Savings Bank.
Carla Eyre Chief Financial Senior Partner and Chief
Officer Operating, Harris Investment Management
Blanche Hurt Secretary Director of Harris Trust &
Savings Bank Trust and Investment Compliance Office. Formerly,
Corporate Fiduciary Officer of Harris Trust & Savings Bank.
Item 29. Principal Underwriter.
(a) In addition to The Harris Insight Funds Trust, Funds
Distributor, Inc. ("Funds Distributor") currently acts as
distributor for BEA Investment Funds, Inc., BJB Investment
Funds, Foreign Investment Fund, Inc., Fremont Mutual Funds, HT
Insight Funds, Inc., The Munder Funds Trust, The Munder Funds,
Inc., PanAgora Funds, Sierra Trust Funds, St. Clair Money
Market Fund, Skyline Funds and Waterhouse Investors Cash
Managers Fund. Funds Distributor is registered with the
Securities and Exchange Commission as a broker-dealer and is a
member of the National Association of Securities Dealers. Funds
Distributor is an indirect wholly-owned subsidiary of Boston
Institutional Group, Inc., a holding company all of whose
outstanding shares are owned by key employees.
(b) The information required by this Item 29 (b) with
respect to each director, officer, or partner of Funds
Distributor is incorporated by reference to Schedule A of Form
BD filed by Funds Distributor with the Securities and Exchange
Commission pursuant to the Securities Act of 1934 (File No. 8-
20518).
(c) Not applicable.
Item 30. Location of Accounts and Records.
All accounts, books and other documents required to be
maintained by Section 31(a) of the 1940 Act and the Rules
promulgated thereunder are maintained at one or more of the
following offices: The Harris Insight Funds Trust, One Exchange
Place, Boston, Massachusetts 02109; PNC Bank, N.A., Broad and
Chestnut Streets, Philadelphia, Pennsylvania 19107; PFPC Inc.,
103 Bellevue Parkway, Wilmington, Delaware 19809; First Data
Investor Services Group, Inc., 53 State Street, Boston,
Massachusetts 02109; or Harris Trust & Savings Bank, 111 West
Monroe Street, Chicago, Illinois 60690.
Item 31. Management Services.
Other than as set forth under the captions "Management"
in the Prospectuses constituting Part A of this Registration
Statement and "Management" in the Statement of Additional
Information constituting Part B of this Registration Statement,
Registrant is not a party to any management-related service
contracts.
Item 32. Undertakings.
(a) Not applicable.
(b) The undersigned Registrant hereby undertakes to file
a post-effective amendment, using financial statements which
need not be certified, regarding each of the Funds within four
to six months after the effective date of the Registration
Statement under the Securities Act of 1933.
(c) The undersigned Registrant will afford to
shareholders of each of the Funds the rights provided by
section 16(c) of the Investment Company Act of 1940 so long as
Registrant does not hold annual meetings of its shareholders.
(d) The Registrant will furnish each person to whom a
Prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, and the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Pre-Effective
Amendment No. 3 to the Registration Statement to be
signed on its behalf by the undersigned, thereto duly
authorized, in the City of Boston and Commonwealth of
Massachusetts on 21st day of February, 1996.
HARRIS INSIGHT FUNDS TRUST
By: /s/ Patricia L. Bickimer
Patricia L. Bickimer, President
Pursuant to the requirements of the Securities Act of
1933, as amended, this Pre-Effective Amendment No. 3 has
been signed below by the following persons in the capacities
and on the date indicated:
Signature Title Date
/s/ Patricia L. Bickimer President
& Chief February 21, 1996
Patricia L. Bickimer Executive Officer
/s/ C. Gary Gerst Trustee &
Chairman February 21, 1996
C. Gary Gerst of the Board
/s/ Edgar R. Fiedler Trustee
February 21, 1996
Edgar R. Fiedler
/s/ John W. McCarter, Jr. Trustee
February 21, 1996
John W. McCarter, Jr.
/s/ Ernest M. Roth Trustee
February 21, 1996
Ernest M. Roth
/s/ Richard H. Rose Treasurer
(Principal February 21, 1996
Richard H. Rose Financial Officer)
EXHIBIT INDEX
Exhibit Number Description
(6)(a) Form of Distribution Agreement between the
Registrant and Funds Distributor, Inc.
(8) Form of Custodian Agreement between Registrant and PNC
Bank, N.A.
(9)(a) Form of Transfer Agency Agreement between
Registrant and PFPC, Inc.
(9)(b) Form of Administration Agreement between Registrant
and First Data Investor Services Group (f/k/a The Shareholder
Services Group, Inc.).
(9)(c) Form of Administration and Accounting Services
Agreement between Registrant and PFPC Inc.
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G:\SHARED\BANKGRP\HITRUST\PARTC\EXHIB296.DOC
DISTRIBUTION AGREEMENT
This Distribution Agreement is made as of this _____ day
of __________, 1995 by and between Harris Insight Funds Trust, a
Massachusetts Business Trust (the "Trust"), and FUNDS
DISTRIBUTOR, INC., a Massachusetts corporation ("Funds
Distributor").
WHEREAS, the Trust is an open-end management investment
Trust and is so registered under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, the Trust desires to retain Funds Distributor as
Distributor for the Trust's separate portfolios - Harris Insight
Equity Income Fund, Harris Insight Growth Fund, Harris Insight
Small-Cap Opportunity Fund, Harris Insight Index Fund, Harris
Insight International Fund, Harris Insight Balanced Fund, Harris
Insight Convertible Fund, Harris Insight Bond Fund, Harris
Insight Intermediate Government Bond Fund, Harris Insight Tax-
Exempt Intermediate Bond Fund and Harris Insight Tax-Exempt Bond
Fund (individually, a "Fund" and collectively, the "Funds") to
provide for the sale and distribution of shares of the Funds
(the "Shares"), and Funds Distributor is willing to render such
services;
NOW THEREFORE, in consideration of the premises and mutual
covenants set forth herein and intending to be legally bound
hereby, the parties hereto agree as follows:
I. DELIVERY OF DOCUMENTS
The Trust has delivered to Funds Distributor copies of
each of the following documents and will deliver to it all
future amendments and supplements thereto, if any:
(a) The Trust's most recent Prospectus(es) and
Statement(s) of Additional Information and all amendments and
supplements thereto (collectively, the "Prospectuses").
II. DISTRIBUTION
1. Appointment of Distributor. The Trust hereby
appoints Funds Distributor as Distributor of the Funds' Shares
and Funds Distributor hereby accepts such appointment and agrees
to render the services and duties set forth in this Section II.
In the event that the Trust establishes one or more portfolios
other than the Funds with respect to which it desires to retain
Funds Distributor to act as distributor hereunder, the Trust
shall notify Funds Distributor in writing. If Funds Distributor
is willing to render such services, it shall notify the Trust
whereupon such portfolio shall become one of the "Funds"
hereunder.
2. Services and Duties.
(a) The Trust agrees to sell through Funds Distributor,
as agent, from time to time during the term of this Agreement,
Shares upon the terms and at the current offering price as
described in the applicable Prospectus. Funds Distributor will
act only in its own behalf as principal in making agreements
with selected dealers or others for the sale and redemption of
Shares, and shall sell Shares only at the offering price thereof
as set forth in the applicable Prospectus. Prior to making any
payments from its own resources to financial institutions,
securities dealers or other industry professionals for
shareholder service, administration or distribution assistance
for a Fund, Funds Distributor will enter into written agreements
in a form satisfactory to the Trust's Board of Trustees. Funds
Distributor shall devote appropriate efforts to effect sales of
Shares of each of the Funds, but shall not be obligated to sell
any certain number of Shares.
(b) In all matters relating to the sale and redemption
of Shares, Funds Distributor will act in conformity with the
Trust's Declaration of Trust, By-Laws and applicable
Prospectuses and with the instructions and directions of the
Board of Trustees of the Trust and will conform to and comply
with the requirements of the 1933 Act, the 1940 Act, the
regulations of the National Association of Securities Dealers,
Inc. and all other applicable Federal or state laws and
regulations.
(c) Subject to the expenses that the Equity Income Fund,
Growth Fund, Small-Cap Opportunity Fund, Index Fund,
International Fund, Balanced Fund, Convertible Fund, Bond Fund,
Intermediate Government Bond Fund, Tax-Exempt Intermediate Bond
Fund and the Tax-Exempt Bond Fund agree to defray pursuant to
the Funds' service plan (the "Service Plans"), Funds Distributor
will bear the cost of printing and distributing any Prospectus
(including any supplement or amendment thereto), provided,
however, that Funds Distributor shall not be obligated to bear
the expenses incurred by the Trust in connection with (x) the
preparation and printing of any supplement or amendment to a
Registration Statement or Prospectus necessary for the continued
effective registration of the Shares under the 1933 Act or state
securities laws; and (y) the printing and distribution of any
Prospectus, supplement or amendment thereto for existing
shareholders of the Shares described therein.
(d) All Shares of the Equity Income Fund, Growth Fund,
Small-Cap Opportunity Fund, Index Fund, International Fund,
Balanced Fund, Convertible Securities Fund, Bond Fund,
Intermediate Government Bond Fund, Tax-Exempt Intermediate Bond
Fund and the Tax-Exempt Bond Fund offered for sale by Funds
Distributor shall be offered for sale to the public at a price
per share (the "offering price") equal to their net asset value
(determined in the manner set forth in the applicable
Prospectuses). The offering price, if not an exact multiple of
one cent, shall be adjusted to the nearest cent. Concessions
paid by Funds Distributor to broker-dealers and other persons
shall be set forth in either the selling agreements between
Funds Distributor and such broker-dealers and persons or, if
such concessions are described in the applicable Prospectuses,
shall be as so set forth. No broker-dealer or other person who
enters into a selling or distribution and servicing agreement
with Funds Distributor shall be authorized to act as agent for
the Trust in connection with the offering or sale of Shares to
the public or otherwise.
(e) If any Shares sold by Funds Distributor under the
terms of this Agreement are redeemed or repurchased by the Trust
or by Funds Distributor as agent or are tendered for redemption
within seven business days after the date of confirmation of the
original purchase of said Shares, Funds Distributor shall
forfeit the amount above the net asset value received by it with
respect to such Shares, provided that the portion, if any, of
such amount re-allowed by Funds Distributor to broker-dealers or
other persons shall be repayable to the Trust only to the extent
recovered by Funds Distributor from the broker-dealer or other
persons concerned. Funds Distributor shall include in the form
of agreement with such broker-dealers and other persons a
corresponding provision for the forfeiture by them of their
concession with respect to Shares sold by them or their
principals and redeemed or repurchased by the Trust or by Funds
Distributor as agent (or tendered for redemption) within seven
business days after the date of confirmation of such initial
purchases.
3. Compensation under the Trust's Non-Money Market
Funds'
Service Plans.
The Trust shall reimburse the Distributor for all or part
of the cost of preparing and printing brochures and other
promotional materials and of delivering prospectuses and those
materials to prospective Class A shareholders of a non-money
market fund of the Trust by paying on an annual basis up to the
greater of $100,000 or 0.05% of such Fund's average daily net
assets. Payment will be made as promptly as is possible after
the last day of each month this Agreement is in effect, and will
be based on the average daily net assets for the prior month of
that Fund. Payments by the Trust under this Agreement are
authorized pursuant to the non-money market funds' Service Plan
for Class A Shares adopted in accordance with Rule 12b-1 under
the 1940 Act. The Trust further agrees that it shall provide
notice to Funds Distributor at least 30 days prior to the
effective date of a rate decrease under the Service Plan.
So long as the Class A Service Plan is in effect, the
Distributor shall provide to the Trust's Board of Trustees at
least quarterly, a written report of the amounts expended by the
Distributor pursuant to the Service Plan and the purpose for
which such expenditures were made.
4. Sales and Redemptions.
(a) The Trust shall pay all costs and expenses in
connection with the registration of the Shares under the 1933
Act, and all expenses in connection with maintaining facilities
for the issue and transfer of the Shares and for supplying
information, prices and other data to be furnished by the Trust
hereunder, and all expenses in connection with preparing,
printing and distributing the Prospectuses except as set forth
in subsection 2(c) of Section II hereof.
(b) The Trust shall execute all documents, furnish all
information and otherwise take all actions which may be
reasonably necessary in the discretion of the Trust's officers
in connection with the qualification of the Shares for sale in
such states as Funds Distributor may designate to the Trust and
the Trust may approve, and the Trust shall pay all filing fees
which may be incurred in connection with such qualification.
Funds Distributor shall pay all other expenses incurred by Funds
Distributor in connection with the sale of the Shares, except as
otherwise specifically provided in this Agreement.
(c) The Trust shall have the right to suspend the sale
of Shares at any time in response to conditions in the
securities markets or otherwise, and to suspend the redemption
of Shares of any Fund at any time permitted by the 1940 Act or
the rules of the SEC ("Rules").
(d) The Trust reserves the right to reject any order for
Shares, but will not do so arbitrarily or without reasonable
cause.
III. CONFIDENTIALITY
Funds Distributor will treat confidentially and as
proprietary information of the Trust all records and other
information relative to the Trust, to the Trust's prior or
current shareholders and to those persons or entities who
respond to Funds Distributor's inquiries concerning investment
in the Trust, and, except as provided below, will not use such
records and information for any purpose other than the
performance of its responsibilities and duties hereunder. Any
other use by Funds Distributor of the information and records
referred to above may be made only after prior notification to
and approval in writing by the Trust. Such approval shall not
be unreasonably withheld and may not be withheld where: (i)
Funds Distributor may be exposed to civil or criminal contempt
proceedings for failure to divulge such information; (ii) Funds
Distributor is requested to divulge such information by duly
constituted authorities; or (iii) Funds Distributor is so
requested by the Trust.
IV. INDEMNIFICATION
1. Trust Representation. The Trust represents and
warrants to Funds Distributor that at all times the Registration
Statement and Prospectuses will in all material respects conform
to the applicable requirements of the 1933 Act and the Rules
thereunder and will not include any untrue statement of a
material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in
light of the circumstances under which they are made, not
misleading, except that no representation or warranty in this
subsection shall apply to statements or omissions made in
reliance upon and in conformity with written information
furnished to the Trust by or on behalf of and with respect to
Funds Distributor expressly for use in the Registration
Statement or Prospectuses.
2. Funds Distributor Representation. Funds Distributor
represents and warrants to the Trust that it is duly organized
as a Massachusetts corporation and is and at all times will
remain registered as a broker/dealer under the Securities
Exchange Act of 1934 and a member in good standing with the
National Association of Securities Dealers and is otherwise duly
authorized and licensed to carry out its services as
contemplated herein.
3. Trust Indemnification. The Trust, on behalf of each
Fund, will indemnify, defend and hold harmless Funds
Distributor, its several officers and directors, and any person
who controls Funds Distributor within the meaning of Section 15
of the 1933 Act, from and against any losses, claims, damages or
liabilities, joint or several, to which any of them may become
subject under the 1933 Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions or proceedings in
respect thereof) arise out of, or are based upon, any untrue
statement or alleged untrue statement of a material fact
contained in the Registration Statement, the Prospectuses or in
any application or other document executed by the Trust, or
arise out of, or are based upon, information furnished on behalf
of a Fund, filed in any state in order to qualify the Shares
under the securities or blue sky laws thereof ("Blue Sky
Application"), or arise out of, or are based upon, the omission
or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein
not misleading, and will reimburse Funds Distributor, its
several officers and directors, and any person who controls
Funds Distributor within the meaning of Section 15 of the 1933
Act, for any legal or other expenses reasonably incurred by any
of them in investigating, defending or preparing to defend any
such action, proceeding or claim; provided, however, that the
Trust shall not be liable in any case to the extent that such
loss, claim, damage or liability arises out of, or is based
upon, any untrue statement, alleged untrue statement, or
omission or alleged omission made in the Registration Statement,
the Prospectuses, any Blue Sky Application or any application or
other document executed by or on behalf of the Trust in reliance
upon and in conformity with written information furnished to the
Trust by or on behalf of and with respect to Funds Distributor
specifically for inclusion therein.
The Trust shall not indemnify any person pursuant to this
subsection 3 unless the court or other body before which the
proceeding was brought has rendered a final decision on the
merits that such person was not liable by reason of his willful
misfeasance, bad faith or gross negligence in the performance of
his duties, or his reckless disregard of his obligations and
duties, under this Agreement ("disabling conduct") or, in the
absence of such a decision, a reasonable determination (based
upon a review of the facts) that such person was not liable by
reason of disabling conduct has been made by the vote of a
majority of a quorum of directors of the Trust who are neither
"interested persons" of the Trust (as defined in the 1940 Act)
nor parties to the proceeding, or by an independent legal
counsel in a written opinion.
The Trust shall advance attorneys' fees and other expenses
incurred by any person in defending any claim, demand, action or
suit which is the subject of a claim for indemnification
pursuant to this subsection 3, so long as: (i) such person shall
undertake to repay all such advances unless it is ultimately
determined that he is entitled to indemnification hereunder; and
(ii) such person shall provide security for such undertaking, or
the Trust shall be insured against losses arising by reason of
any lawful advances, or a majority of a quorum of the
disinterested, non-party directors of the Trust (or an
independent legal counsel in a written opinion) shall determine
based on a review of readily available facts (as opposed to a
full trial-type inquiry) that there is reason to believe that
such person ultimately will be found entitled to indemnification
hereunder.
4. Funds Distributor Indemnification. Funds
Distributor will indemnify, defend and hold harmless the Trust,
the Trust's several officers and trustees and any person who
controls the Trust within the meaning of Section 15 of the 1933
Act, from and against any losses, claims, damages or
liabilities, joint or several, to which any of them may become
subject under the 1933 Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions or proceedings in
respect thereof) arise out of, or are based upon, any breach of
its representations, warranties and agreements herein, or which
arise out of, or are based upon, any untrue statement or alleged
untrue statement of a material fact contained in the
Registration Statement, the Prospectuses, any Blue Sky
Application or any application or other documents executed by or
on behalf of the Trust or the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, which
statement or omission was made in reliance upon and in
conformity with information furnished in writing to the Trust by
or on behalf of and with respect to Funds Distributor
specifically for inclusion therein, and will reimburse the
Trust, the Trust's several officers and directors, and any
person who controls the Trust within the meaning of Section 15
of the 1933 Act, for any legal or other expenses reasonably
incurred by any of them in investigating, defending or preparing
to defend any such action, proceeding or claim, as such expenses
are incurred.
5. General Indemnity Provision. No indemnifying party
shall be liable under its indemnity agreement contained in
subsection 3 or 4 hereof with respect to any claim made against
such indemnifying party unless the indemnified party shall have
notified the indemnifying party in writing within a reasonable
time after the summons or other first legal process giving
information of the nature of the claim shall have been served
upon the indemnified party (or after the indemnified party shall
have received notice of such service on any designated agent),
but failure to notify the indemnifying party of any such claim
shall not relieve it from any liability which it may otherwise
have to the indemnified party. The indemnifying party will be
entitled to participate at its own expense in the defense or,
if it so elects, to assume the defense of any suit brought to
enforce any such liability, and if the indemnifying party elects
to assume the defense, such defense shall be conducted by
counsel chosen by it and reasonably satisfactory to the
indemnified party. In the event the indemnifying party elects
to assume the defense of any such suit and retain such counsel,
the indemnified party shall bear the fees and expenses of any
additional counsel retained by the indemnified party, provided
that the indemnified party shall have the right to employ one
separate counsel to represent it in such suit if in the
reasonable judgment of the indemnified party it is advisable
because of an actual or potential conflict of interest between
it and the indemnifying party in the conduct of the defense of
such action, in which event the fees and expenses of such
separate counsel will be borne by the indemnifying party.
6. Limitation of Liability. The names "Harris Insight
Fund Trust" and Trustees of "Harris Insight Fund Trust" refer
respectively to the Trust created and the Trustees as trustees
but not individually or personally, acting from time to time
under a Declaration of Trust dated December 6, 1995 which is
hereby referred to and a copy of which is on file at the office
of the Secretary of State of the Commonwealth of Massachusetts
and at the principal office of the Trust. The obligations of
"Harris Insight Fund Trust Funds" entered into in the name or on
behalf thereof by any of the Trustees, officers representatives
or agents are not made individually, but in such capacities, and
are not binding upon any of the Trustees, shareholders,
officers, representatives or agents of the Trust personally, but
bind only the Trust property, and all persons dealing with any
class of shares of the Trust must look solely to the Trust
Property belonging to such class for the enforcement of any
claims against the Trust.
V. DURATION AND TERMINATION
This Agreement shall become effective as of the date first
above written, and, unless sooner terminated as provided herein,
shall continue until __________. Thereafter, if not terminated,
this Agreement shall continue automatically for successive terms
of one year, provided that such continuance is specifically
approved at least annually by a vote of the majority of those
members of the Board of Trustees of the Trust who are not
parties to this Agreement or "interested persons" of the Trust
and have no direct or indirect financial interest in the
operation of each Fund's Service Plan or in this Agreement, or
in any agreement relating to the Plan, by vote cast in person at
a meeting called for the purpose of voting on such approval;
provided, however, that this Agreement may be terminated by the
Trust at any time, without the payment of any penalty, by vote
of a majority of the entire Board of Trustees of the Trust or by
a vote of a "majority of the outstanding voting securities" of
the Trust on 60 days' written notice to Funds Distributor, or by
Funds Distributor at any time, without the payment of any
penalty, on 60 days' written notice to the Trust. This
Agreement will automatically and immediately terminate in the
event of its "assignment." (As used in this Agreement, the
terms "majority of the outstanding voting securities,"
"interested person" and "assignment" shall have the same
meanings as such terms have in the 1940 Act.)
VI. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be changed, waived,
discharged or terminated except by an instrument in writing
signed by the party against which an enforcement of the change,
waiver, discharge or termination is sought.
VII. NOTICES
Notices of any kind to be given to the Trust hereunder by
Funds Distributor shall be in writing and shall be duly given if
mailed or delivered to the Trust at One Exchange Place, Boston,
Massachusetts 02109; Attention: Patricia L. Bickimer, or at
such other address or to such individual as shall be so
specified by the Trust to Funds Distributor. Notices of any
kind to be given to Funds Distributor hereunder by the Trust
shall be in writing and shall be duly given if mailed or
delivered to Funds Distributor at One Exchange Place, Boston,
Massachusetts 02109, Attention: General Counsel or at such
other address or to such individual as shall be so specified by
Funds Distributor to the Trust.
VIII. MISCELLANEOUS
The captions in this Agreement are included for
convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their
construction or effect. If any provision of this Agreement
shall be held or made invalid by a court decision, statute, rule
or otherwise, the remainder of this Agreement shall not be
affected thereby. Subject to the provisions of Section V
hereof, this Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective
successors and shall be governed by Massachusetts law; provided,
however, that nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or regulation of the
SEC thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as
of the day and year first above written.
HARRIS INSIGHT FUNDS TRUST
By:
Attest:
FUNDS DISTRIBUTOR, INC.
By:
Attest:
9
harris/agree/dist/apr94TRVOCT95.DOC
CUSTODIAN SERVICES AGREEMENT
THIS AGREEMENT is made as of , 1996
by and between PNC BANK, NATIONAL ASSOCIATION, a national
banking association ("PNC Bank"), and Harris Insight Funds
Trust, a Massachusetts business trust (the "Fund").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end
management investment company under the Investment Company
Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund wishes to retain PNC Bank to provide
custodian services, and PNC Bank wishes to furnish custodian
services, either directly or through an affiliate or
affiliates, as more fully described herein.
NOW, THEREFORE, In consideration of the premises and
mutual covenants herein contained, and intending to be
legally bound hereby, the parties hereto agree as follows:
1. Definitions. As Used in This Agreement:
(a) "1933 Act" means the Securities Act of
1933, as amended.
(b) "1934 Act" means the Securities Exchange
Act of 1934, as amended.
(c) "Authorized Person" means any officer of
the Fund and any other person duly authorized by the Fund's
Board of Trustees to give Oral and Written Instructions on
behalf of the Fund and listed on the Authorized Persons
Appendix attached hereto and made a part hereof or any
amendment thereto as may be received by PNC Bank. An
Authorized Person's scope of authority may be limited by the
Fund by setting forth such limitation in the Authorized
Persons Appendix.
(d) "Book-Entry System" means Federal Reserve
Treasury book-entry system for United States and federal
agency securities, its successor or successors, and its
nominee or nominees and any book-entry system maintained by
an exchange registered with the SEC under the 1934 Act.
(e) "CEA" means the Commodities Exchange Act,
as amended.
(f) "Oral Instructions" mean oral instructions
received by PNC Bank from an Authorized Person or from a
person reasonably believed by PNC Bank to be an Authorized
Person.
(g) "PNC Bank" means PNC Bank, National
Association or a subsidiary or affiliate of PNC Bank,
National Association.
(h) "SEC" means the Securities and Exchange
Commission.
(i) "Securities Laws" mean the 1933 Act, the
1934 Act, the 1940 Act and the CEA.
(j) "Shares" mean the shares of beneficial
interest of any series or class of the Fund.
(k) "Property" means:
(i) any and all securities and other investment
items which the Fund may from time to time deposit, or cause
to be deposited, with PNC Bank or which PNC Bank may from
time to time hold for the Fund;
(ii) all income in respect of any of such securities
or other investment items;
(iii) all proceeds of the sale of any of such
securities or investment items; and
(iv) all proceeds of the sale of securities issued by
the Fund, which are received by PNC Bank from time to time,
from or on behalf of the Fund.
(k) "Written Instructions" mean written
instructions signed by two Authorized Persons and received
by PNC Bank. The instructions may be delivered by hand,
mail, tested telegram, cable, telex or facsimile sending
device.
2. Appointment. The Fund hereby appoints PNC Bank
to provide custodian services to the Fund, on behalf of each
of its investment portfolios (each, a "Portfolio"), and PNC
Bank accepts such appointment and agrees to furnish such
services.
3. Delivery of Documents. The Fund has provided
or, where applicable, will provide PNC Bank with the
following:
(a) certified or authenticated copies of the resolutions
of the Fund's Board of Trustees, approving the appointment
of PNC Bank or its affiliates to provide services;
(b) a copy of the Fund's most recent effective
registration statement;
(c) a copy of each Portfolio's advisory agreements;
(d) a copy of the distribution agreement with respect to
each class of Shares:
(e) a copy of each Portfolio's administration agreement if
PNC Bank is not providing the Portfolio with such services;
(f) copies of any shareholder servicing agreements made in
respect of the Fund or a Portfolio; and
(g) certified or authenticated copies of any and all
amendments or supplements to the foregoing.
4. Compliance with Laws.
PNC Bank undertakes to comply with all applicable
requirements of the Securities Laws and any laws, rules and
regulations of governmental authorities having jurisdiction
with respect to the duties to be performed by PNC Bank
hereunder. Except as specifically set forth herein, PNC
Bank assumes no responsibility for such compliance by the
Fund or any Portfolio.
5. Instructions.
(a) Unless otherwise provided in this
Agreement, PNC Bank shall act only upon Oral and Written
Instructions.
(b) PNC Bank shall be entitled to rely upon
any Oral and Written Instructions it receives from an
Authorized Person (or from a person reasonably believed by
PNC Bank to be an Authorized Person) pursuant to this
Agreement. PNC Bank may assume that any Oral or Written
Instructions received hereunder are not in any way
inconsistent with the provisions of organizational documents
of the Fund or of any vote, resolution or proceeding of the
Fund's Board of Trustees or of the Fund's shareholders,
unless and until PFPC receives Written Instructions to the
contrary.
(c) The Fund agrees to forward to PNC Bank
Written Instructions confirming Oral Instructions (except
where such Oral Instructions are given by PNC Bank or its
affiliates) so that PNC Bank receives the Written
Instructions by the close of business on the same day that
such Oral Instructions are received. The fact that such
confirming Written Instructions are not received by PNC Bank
shall in no way invalidate the transactions or
enforceability of the transactions authorized by the Oral
Instructions. Where Oral or Written Instructions reasonably
appear to have been received from an Authorized Person, PNC
Bank shall incur no liability to the Fund in acting upon
such Oral or Written Instructions provided that PNC Bank's
actions comply with the other provisions of this Agreement.
6. Right to Receive Advice.
(a) Advice of the Fund. If PNC Bank is in
doubt as to any action it should or should not take, PNC
Bank may request directions or advice, including Oral or
Written Instructions, from the Fund.
(b) Advice of Counsel. If PNC Bank shall be
in doubt as to any question of law pertaining to any action
it should or should not take, PNC Bank may request advice at
its own cost from such counsel of its own choosing (who may
be counsel for the Fund, the Fund's investment adviser or
PNC Bank, at the option of PNC Bank).
(c) Conflicting Advice. In the event of a
conflict between directions, advice or Oral or Written
Instructions PNC Bank receives from the Fund, and the advice
it receives from counsel, PNC Bank shall be entitled to rely
upon and follow the advice of counsel. In the event PNC
Bank so relies on the advice of counsel, PNC Bank remains
liable for any action or omission on the part of PNC Bank
which constitutes willful misfeasance, bad faith, gross
negligence or reckless disregard by PNC Bank of any duties,
obligations or responsibilities set forth in this Agreement.
(d) Protection of PNC Bank. PNC Bank shall be
protected in any action it takes or does not take in
reliance upon directions, advice or Oral or Written
Instructions it receives from the Fund or from counsel and
which PNC Bank believes, in good faith, to be consistent
with those directions, advice or Oral or Written
Instructions. Nothing in this section shall be construed so
as to impose an obligation upon PNC Bank (i) to seek such
directions, advice or Oral or Written Instructions, or (ii)
to act in accordance with such directions, advice or Oral or
Written Instructions unless, under the terms of other
provisions of this Agreement, the same is a condition of PNC
Bank's properly taking or not taking such action. Nothing
in this subsection shall excuse PNC Bank when an action or
omission on the part of PNC Bank constitutes willful
misfeasance, bad faith, gross negligence or reckless
disregard by PNC Bank of any duties, obligations or
responsibilities set forth in this Agreement.
7. Records; Visits. The books and records
pertaining to the Fund and any Portfolio, which are in the
possession or under the control of PNC Bank, shall be the
property of the Fund. Such books and records shall be
prepared and maintained as required by the 1940 Act and
other applicable securities laws, rules and regulations.
The Fund and Authorized Persons shall have access to such
books and records at all times during PNC Bank's normal
business hours. Upon the reasonable request of the Fund,
copies of any such books and records shall be provided by
PNC Bank to the Fund or to an authorized representative of
the Fund, at the Fund's expense.
8. Confidentiality. PNC Bank agrees to keep
confidential all records of the Fund and information
relating to the Fund and its shareholders, unless the
release of such records or information is otherwise
consented to, in writing, by the Fund. The Fund agrees that
such consent shall not be unreasonably withheld and may not
be withheld where PNC Bank may be exposed to civil or
criminal contempt proceedings or when required to divulge
such information or records to duly constituted authorities.
9. Cooperation with Accountants. PNC Bank shall
cooperate with the Fund's independent public accountants and
shall take all reasonable action in the performance of its
obligations under this Agreement to ensure that the
necessary information is made available to such accountants
for the expression of their opinion, as required by the
Fund.
10. Disaster Recovery. PNC Bank shall enter into
and shall maintain in effect with appropriate parties one or
more agreements making reasonable provisions for emergency
use of electronic data processing equipment to the extent
appropriate equipment is available. In the event of
equipment failures, PNC Bank shall, at no additional expense
to the Fund, take reasonable steps to minimize service
interruptions. PNC Bank shall have no liability with
respect to the loss of data or service interruptions caused
by equipment failure provided such loss or interruption is
not covered by PNC Bank's own willful misfeasance, bad
faith, gross negligence or reckless disregard of its duties
or obligations under this Agreement.
11. Compensation. As compensation for custody
services rendered by PNC Bank during the term of this
Agreement, the Fund, on behalf of each of the Portfolios,
will pay to PNC Bank a fee or fees as may be agreed to in
writing from time to time by the Fund and PNC Bank.
12. Indemnification. The Fund, on behalf of each
Portfolio, agrees to indemnify and hold harmless PNC Bank
and its affiliates from all taxes, charges, expenses,
assessments, claims and liabilities (including, without
limitation, liabilities arising under the Securities Laws
and any state and foreign securities and blue sky laws, and
amendments thereto, and expenses, including (without
limitation) attorneys' fees and disbursements, arising
directly or indirectly from any action or omission to act
which PNC Bank takes (i) at the request or on the direction
of or in reliance on the advice of the Fund or (ii) upon
Oral or Written Instructions. Neither PNC Bank, nor any of
its affiliates, shall be indemnified against any liability
(or any expenses incident to such liability) arising out of
PNC Bank's or its affiliates' own willful misfeasance, bad
faith, gross negligence or reckless disregard of its duties
under this Agreement.
13. Responsibility of PNC Bank.
(a) PNC Bank shall be under no duty to take
any action on behalf of the Fund or any Portfolio except as
specifically set forth herein or as may be specifically
agreed to by PNC Bank in writing. PNC Bank shall be
obligated to exercise care and diligence in the performance
of its duties hereunder, to act in good faith and to use its
best efforts, within reasonable limits, in performing
services provided for under this Agreement. PNC Bank shall
be liable for any damages arising out of PNC Bank's failure
to perform its duties under this agreement to the extent
such damages arise out of PNC Bank's willful misfeasance,
bad faith, gross negligence or reckless disregard of its
duties under this Agreement.
(b) Without limiting the generality of the
foregoing or of any other provision of this Agreement, (i)
PNC Bank shall not be under any duty or obligation to
inquire into and shall not be liable for (A) the validity or
invalidity or authority or lack thereof of any Oral or
Written Instruction, notice or other instrument which
conforms to the applicable requirements of this Agreement,
and which PNC Bank reasonably believes to be genuine; or (B)
subject to section 10, delays or errors or loss of data
occurring by reason of circumstances beyond PNC Bank's
control, including acts of civil or military authority,
national emergencies, fire, flood, catastrophe, acts of God,
insurrection, war, riots or failure of the mails,
transportation, communication or power supply.
(c) Notwithstanding anything in this Agreement
to the contrary, neither PNC Bank nor its affiliates shall
be liable to the Fund or to any Portfolio for any
consequential, special or indirect losses or damages which
the Fund may incur or suffer by or as a consequence of PNC
Bank's or its affiliates' performance of the services
provided hereunder, whether or not the likelihood of such
losses or damages was known by PNC Bank or its affiliates.
14. Description of Services.
(a) Delivery of the Property. The Fund will
deliver or arrange for delivery to PNC Bank, all the
Property owned by the Portfolios, including cash received as
a result of the distribution of Shares, during the period
that is set forth in this Agreement. PNC Bank will not be
responsible for such property until actual receipt.
(b) Receipt and Disbursement of Money. PNC
Bank, acting upon Written Instructions, shall open and
maintain separate accounts in the Fund's name using all cash
received from or for the account of the Fund, subject to the
terms of this Agreement. In addition, upon Written
Instructions, PNC Bank shall open separate custodial
accounts for each separate series or Portfolio of the Fund
(collectively, the "Accounts") and shall hold in the
Accounts all cash received from or for the Accounts of the
Fund specifically designated to each separate series or
Portfolio.
PNC Bank shall make cash payments from or for the
Accounts of a Portfolio only for:
(i) purchases of securities in the name
of a Portfolio or PNC Bank or PNC Bank's nominee as provided
in sub-section (j) and for which PNC Bank has received a
copy of the broker's or dealer's confirmation or payee's
invoice, as appropriate;
(ii) purchase or redemption of Shares of
the Fund delivered to PNC Bank;
(iii) payment of, subject to Written
Instructions interest, taxes, administration, accounting,
distribution, advisory, management fees or similar expenses
which are to be borne by a Portfolio;
(iv) payment to, subject to receipt of
Written Instructions, the Fund's transfer agent, as agent
for the shareholders, an amount equal to the amount of
dividends and distributions stated in the Written
Instructions to be distributed in cash by the transfer agent
to shareholders, or, in lieu of paying the Fund's transfer
agent, PNC Bank may arrange for the direct payment of cash
dividends and distributions to shareholders in accordance
with procedures mutually agreed upon from time to time by
and among the Fund, PNC Bank and the Fund's transfer agent.
(v) payments, upon receipt Written
Instructions, in connection with the conversion, exchange or
surrender of securities owned or subscribed to by the Fund
and held by or delivered to PNC Bank;
(vi) payments of the amounts of dividends
received with respect to securities sold short;
(vii) payments made to a sub-custodian
pursuant to provisions in sub-section (c) of this Section:
and
(viii) payments, upon Written
Instructions, made for other proper Fund purposes.
PNC Bank is hereby authorized to endorse and collect
all checks, drafts or other orders for the payment of money
received as custodian for the Accounts.
(c) Receipt of Securities; Subcustodians.
(i) PNC Bank shall hold all securities
received by it for the Accounts in a separate account that
physically segregates such securities from those of any
other persons, firms or corporations, except for securities
held in a Book-Entry System. All such securities shall be
held or disposed of only upon Written Instructions of the
Fund pursuant to the terms of this Agreement. PNC Bank
shall have no power or authority to assign, hypothecate,
pledge or otherwise dispose of any such securities or
investment, except upon the express terms of this Agreement
and upon Written Instructions, accompanied by a certified
resolution of the Fund's Board of Trustees, authorizing the
transaction. In no case may any member of the Fund's Board
of Trustees, or any officer, employee or agent of the Fund
withdraw any securities.
At PNC Bank's own expense and for
its own convenience, PNC Bank may enter into subcustodian
agreements with other United States banks or trust companies
to perform duties described in this sub-section (c). Such
bank or trust company shall have an aggregate capital,
surplus and undivided profits, according to its last
published report, of at least one million dollars
($1,000,000), if it is a subsidiary or affiliate of PNC
Bank, or at least twenty million dollars ($20,000,000) if
such bank or trust company is not a subsidiary or affiliate
of PNC Bank. In addition, such bank or trust company must
be qualified to act as custodian and agree to comply with
the relevant provisions of the 1940 Act and other applicable
rules and regulations. Any such arrangement will not be
entered into without prior written notice to the Fund.
PNC Bank shall remain responsible
for the performance of all of its duties as described in
this Agreement and shall hold the Fund and each Portfolio
harmless from its own acts or omissions, under the standards
of care provided for herein, or the acts and omissions of
any sub-custodian chosen by PNC Bank under the terms of this
sub-section (c).
(d) Transactions Requiring Instructions. Upon
receipt of Oral or Written Instructions and not otherwise,
PNC Bank, directly or through the use of the Book-Entry
System, shall:
(i) deliver any securities held for a
Portfolio against the receipt of payment for the sale of
such securities;
(ii) execute and deliver to such persons
as may be designated in such Oral or Written Instructions,
proxies, consents, authorizations, and any other instruments
whereby the authority of a Portfolio as owner of any
securities may be exercised;
(iii) deliver any securities to the issuer
thereof, or its agent, when such securities are called,
redeemed, retired or otherwise become payable; provided
that, in any such case, the cash or other consideration is
to be delivered to PNC Bank;
(iv) deliver any securities held for a
Portfolio against receipt of other securities or cash issued
or paid in connection with the liquidation, reorganization,
refinancing, tender offer, merger, consolidation or
recapitalization of any corporation, or the exercise of any
conversion privilege;
(v) deliver any securities held for a
Portfolio to any protective committee, reorganization
committee or other person in connection with the
reorganization, refinancing, merger, consolidation,
recapitalization or sale of assets of any corporation, and
receive and hold under the terms of this Agreement such
certificates of deposit, interim receipts or other
instruments or documents as may be issued to it to evidence
such delivery;
(vi) make such transfer or exchanges of
the assets of the Portfolios and take such other steps as
shall be stated in said Oral or Written Instructions to be
for the purpose of effectuating a duly authorized plan of
liquidation, reorganization, merger, consolidation or
recapitalization of the Fund;
(vii) release securities belonging to a
Portfolio to any bank or trust company for the purpose of a
pledge or hypothecation to secure any loan incurred by the
Fund on behalf of that Portfolio; provided, however, that
securities shall be released only upon payment to PNC Bank
of the monies borrowed, except that in cases where
additional collateral is required to secure a borrowing
already made subject to proper prior authorization, further
securities may be released for that purpose; and repay such
loan upon redelivery to it of the securities pledged or
hypothecated therefor and upon surrender of the note or
notes evidencing the loan;
(viii) release and deliver securities
owned by a Portfolio in connection with any repurchase
agreement entered into on behalf of the Fund, but only on
receipt of payment therefor; and pay out moneys of the Fund
in connection with such repurchase agreements, but only upon
the delivery of the securities;
(ix) release and deliver or exchange
securities owned by the Fund in connection with any
conversion of such securities, pursuant to their terms, into
other securities;
(x) release and deliver securities owned
by the fund for the purpose of redeeming in kind shares of
the Fund upon delivery thereof to PNC Bank; and
(xi) release and deliver or exchange
securities owned by the Fund for other corporate purposes.
PNC Bank must also receive a
certified resolution describing the nature of the corporate
purpose and the name and address of the person(s) to whom
delivery shall be made when such action is pursuant to
sub-paragraph d.
(e) Use of Book-Entry System. The Fund shall
deliver to PNC Bank certified resolutions of the Fund's
Board of Trustees approving, authorizing and instructing PNC
Bank on a continuous basis, to deposit in the Book-Entry
System all securities belonging to the Portfolios eligible
for deposit therein and to utilize the Book-Entry System to
the extent possible in connection with settlements of
purchases and sales of securities by the Portfolios, and
deliveries and returns of securities loaned, subject to
repurchase agreements or used as collateral in connection
with borrowings. PNC Bank shall continue to perform such
duties until it receives Written or Oral Instructions
authorizing contrary actions.
PNC Bank shall administer the Book-Entry System as
follows:
(i) With respect to securities of each
Portfolio which are maintained in the Book-Entry System, the
records of PNC Bank shall identify by Book-Entry or
otherwise those securities belonging to each Portfolio. PNC
Bank shall furnish to the Fund a detailed statement of the
Property held for each Portfolio under this Agreement at
least monthly and from time to time and upon written
request.
(ii) Securities and any cash of each
Portfolio deposited in the Book-Entry System will at all
times be segregated from any assets and cash controlled by
PNC Bank in other than a fiduciary or custodian capacity but
may be commingled with other assets held in such capacities.
PNC Bank and its sub-custodian, if any, will pay out money
only upon receipt of securities and will deliver securities
only upon the receipt of money.
(iii) All books and records maintained by
PNC Bank which relate to the Fund's participation in the
Book-Entry System will at all times during PNC Bank's
regular business hours be open to the inspection of
Authorized Persons, and PNC Bank will furnish to the Fund
all information in respect of the services rendered as it
may require.
PNC Bank will also provide the Fund with such reports
on its own system of internal control as the Fund may
reasonably request from time to time.
(f) Registration of Securities. All
Securities held for a Portfolio which are issued or issuable
only in bearer form, except such securities held in the
Book-Entry System, shall be held by PNC Bank in bearer form;
all other securities held for a Portfolio may be registered
in the name of the Fund on behalf of that Portfolio, PNC
Bank, the Book-Entry System, a sub-custodian, or any duly
appointed nominees of the Fund, PNC Bank, Book-Entry System
or sub-custodian. The Fund reserves the right to instruct
PNC Bank as to the method of registration and safekeeping of
the securities of the Fund. The Fund agrees to furnish to
PNC Bank appropriate instruments to enable PNC Bank to hold
or deliver in proper form for transfer, or to register in
the name of its nominee or in the name of the Book-Entry
System, any securities which it may hold for the Accounts
and which may from time to time be registered in the name of
the Fund on behalf of a Portfolio.
(g) Voting and Other Action. Neither PNC Bank
nor its nominee shall vote any of the securities held
pursuant to this Agreement by or for the account of a
Portfolio, except in accordance with Written Instructions.
PNC Bank, directly or through the use of the Book-Entry
System, shall execute in blank and promptly deliver all
notices, proxies and proxy soliciting materials to the
registered holder of such securities. If the registered
holder is not the Fund on behalf of a Portfolio, then
Written or Oral Instructions must designate the person who
owns such securities.
(h) Transactions Not Requiring Instructions.
In the absence of contrary Written Instructions, PNC Bank is
authorized to take the following actions:
(i) Collection of Income and Other
Payments.
(A) collect and receive for the account of each Portfolio,
all income, dividends, distributions, coupons, option
premiums, other payments and similar items, included or to
be included in the Property, and, in addition, promptly
advise each Portfolio of such receipt and credit such
income, as collected, to each Portfolio's custodian account;
(B) endorse and deposit for collection, in the name of the
Fund, checks, drafts, or other orders for the payment of
money;
(C) receive and hold for the account of each Portfolio all
securities received as a distribution on the Portfolio's
securities as a result of a stock dividend, share split-up
or reorganization, recapitalization, readjustment or other
rearrangement or distribution of rights or similar
securities issued with respect to any securities belonging
to a Portfolio and held by PNC Bank hereunder;
(D) present for payment and collect the amount payable
upon all securities which may mature or be called, redeemed,
or retired, or otherwise become payable on the date such
securities become payable; and
(E) take any action which may be necessary and proper in
connection with the collection and receipt of such income
and other payments and the endorsement for collection of
checks, drafts, and other negotiable instruments.
(ii) Miscellaneous Transactions.
(A) deliver or cause to be delivered Property against
payment or other consideration or written receipt therefor
in the following cases:
(1) for examination by a broker or dealer selling for the
account of a Portfolio in accordance with street delivery
custom;
(2) for the exchange of interim receipts or temporary
securities for definitive securities; and
(3) for transfer of securities into the name of the Fund
on behalf of a Portfolio or PNC Bank or nominee of either,
or for exchange of securities for a different number of
bonds, certificates, or other evidence, representing the
same aggregate face amount or number of units bearing the
same interest rate, maturity date and call provisions, if
any; provided that, in any such case, the new securities are
to be delivered to PNC Bank.
(B) Unless and until PNC Bank receives Oral or Written
Instructions to the contrary, PNC Bank shall:
(1) pay all income items held by it which call for payment
upon presentation and hold the cash received by it upon such
payment for the account of each Portfolio;
(2) collect interest and cash dividends received, with
notice to the Fund, to the account of each Portfolio;
(3) hold for the account of each Portfolio all stock
dividends, rights and similar securities issued with respect
to any securities held by PNC Bank; and
(4) execute as agent on behalf of the Fund all necessary
ownership certificates required by the Internal Revenue Code
or the Income Tax Regulations of the United States Treasury
Department or under the laws of any state now or hereafter
in effect, inserting the Fund's name, on behalf of a
Portfolio, on such certificate as the owner of the
securities covered thereby, to the extent it may lawfully do
so.
(i) Segregated Accounts.
(i) PNC Bank shall upon receipt of Written or Oral
Instructions establish and maintain a segregated accounts on
its records for and on behalf of each Portfolio. Such
accounts may be used to transfer cash and securities,
including securities in the Book-Entry System:
(A) for the purposes of compliance by the Fund with the
procedures required by a securities or option exchange,
providing such procedures comply with the 1940 Act and any
releases of the SEC relating to the maintenance of
segregated accounts by registered investment companies; and
(B) Upon receipt of Written Instructions, for other proper
corporate purposes.
(ii) PNC Bank shall arrange for the establishment of
IRA custodian accounts for such shareholders holding Shares
through IRA accounts, in accordance with the Fund's
prospectuses, the Internal Revenue Code of 1986, as amended
(including regulations promulgated thereunder), and with
such other procedures as are mutually agreed upon from time
to time by and among the Fund, PNC Bank and the Fund's
transfer agent.
(j) Purchases of Securities. PNC Bank shall
settle purchased securities upon receipt of Oral or Written
Instructions from the Fund or its investment advisers that
specify:
(i) the name of the issuer and the title of the
securities, including CUSIP number if applicable;
(ii) the number of shares or the principal amount
purchased and accrued interest, if any;
(iii) the date of purchase and settlement;
(iv) the purchase price per unit;
(v) the total amount payable upon such purchase;
(vi) the Portfolio involved; and
(vii) the name of the person from whom or the broker
through whom the purchase was made. PNC Bank shall upon
receipt of securities purchased by or for a Portfolio pay
out of the moneys held for the account of the Portfolio the
total amount payable to the person from whom or the broker
through whom the purchase was made, provided that the same
conforms to the total amount payable as set forth in such
Oral or Written Instructions.
(k) Sales of Securities. PNC Bank shall
settle sold securities upon receipt of Oral or Written
Instructions from the Fund that specify:
(i) the name of the issuer and the title of the
security, including CUSIP number if applicable;
(ii) the number of shares or principal amount sold,
and accrued interest, if any;
(iii) the date of trade and settlement;
(iv) the sale price per unit;
(v) the total amount payable to the Fund upon such
sale;
(vi) the name of the broker through whom or the
person to whom the sale was made; and
(vii) the location to which the security must be
delivered and delivery deadline, if any; and
(viii) the Portfolio involved.
PNC Bank shall deliver the securities upon receipt of
the total amount payable to the Portfolio upon such sale,
provided that the total amount payable is the same as was
set forth in the Oral or Written Instructions. Subject to
the foregoing, PNC Bank may accept payment in such form as
shall be satisfactory to it, and may deliver securities and
arrange for payment in accordance with the customs
prevailing among dealers in securities.
(1) Reports; Proxy Materials.
(i) PNC Bank shall furnish to the Fund the following
reports:
(A) such periodic and special reports as the Fund may
reasonably request;
(B) a monthly statement summarizing all transactions and
entries for the account of each Portfolio, listing each
Portfolio securities belonging to each Portfolio with the
adjusted average cost of each issue and the market value at
the end of such month and stating the cash account of each
Portfolio including disbursements;
(C) the reports required to be furnished to the Fund
pursuant to Rule 17f-4; and
(D) such other information as may be agreed upon from time
to time between the Fund and PNC Bank.
(ii) PNC Bank shall transmit promptly to the Fund any
proxy statement, proxy material, notice of a call or
conversion or similar communication received by it as
custodian of the Property. PNC Bank shall be under no other
obligation to inform the Fund as to such actions or events.
(m) Collections. All collections of monies or
other property in respect, or which are to become part, of
the Property (but not the safekeeping thereof upon receipt
by PNC Bank) shall be at the sole risk of the Fund. If
payment is not received by PNC Bank within a reasonable time
after proper demands have been made, PNC Bank shall notify
the Fund in writing, including copies of all demand letters,
any written responses, memoranda of all oral responses and
shall await instructions from the Fund. PNC Bank shall not
be obliged to take legal action for collection unless and
until reasonably indemnified to its satisfaction. PNC Bank
shall also notify the Fund as soon as reasonably practicable
whenever income due on securities is not collected in due
course and shall provide the Fund with periodic status
reports of such income collected after a reasonable time.
15. Duration and Termination. This Agreement shall
continue until terminated by the Fund or by PNC Bank on
sixty (60) days' prior written notice to the other party.
In the event this Agreement is terminated (pending
appointment of a successor to PNC Bank or vote of the
shareholders of the Fund to dissolve or to function without
a custodian of its cash, securities or other property), PNC
Bank shall not deliver cash, securities or other property of
the Portfolios to the Fund. It may deliver them to a bank
or trust company of PNC Bank's choice, having an aggregate
capital, surplus and undivided profits, as shown by its last
published report, of not less than twenty million dollars
($20,000,000), as a custodian for the Fund to be held under
terms similar to those of this Agreement. PNC Bank shall
not be required to make any such delivery or payment until
full payment shall have been made to PNC Bank of all of its
fees, compensation, costs and expenses. PNC Bank shall have
a security interest in and shall have a right of setoff
against the Property as security for the payment of such
fees, compensation, costs and expenses.
16. Notices. All notices and other communications,
including Written Instructions, shall be in writing or by
confirming telegram, cable, telex or facsimile sending
device. Notice shall be addressed (a) if to PNC Bank at
Airport Business Center, International Court 2, 200 Stevens
Drive, Lester, Pennsylvania 19113, marked for the attention
of the Custodian Services Department (or its successor) (b)
if to the Fund, at , Attn:
or (c) if to neither of the foregoing, at such other address
as shall have been given by like notice to the sender of any
such notice or other communication by the other party. If
notice is sent by confirming telegram, cable, telex or
facsimile sending device, it shall be deemed to have been
given immediately. If notice is sent by first-class mail,
it shall be deemed to have been given five days after it has
been mailed. If notice is sent by messenger, it shall be
deemed to have been given on the day it is delivered.
17. Amendments. This Agreement, or any term hereof,
may be changed or waived only by a written amendment, signed
by the party against whom enforcement of such change or
waiver is sought.
18. Delegation; Assignment. PNC Bank may assign its
rights and delegate its duties hereunder to any wholly-owned
direct or indirect subsidiary of PNC Bank, National
Association or PNC Bank Corp., provided that (i) PNC Bank
gives the Fund thirty (30) days' prior written notice; (ii)
the delegate (or assignee) agrees with PNC Bank and the Fund
to comply with all relevant provisions of the 1940 Act; and
(iii) PNC Bank and such delegate (or assignee) promptly
provide such information as the Fund may request, and
respond to such questions as the Fund may ask, relative to
the delegation (or assignment), including (without
limitation) the capabilities of the delegate (or assignee).
19. Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and
the same instrument.
20. Further Actions. Each party agrees to perform
such further acts and execute such further documents as are
necessary to effectuate the purposes hereof.
21. Miscellaneous.
(a) Entire Agreement. This Agreement embodies
the entire agreement and understanding between the parties
and supersedes all prior agreements and understandings
relating to the subject matter hereof, provided that the
parties may embody in one or more separate documents their
agreement, if any, with respect to delegated duties and Oral
Instructions.
(b) Captions. The captions in this Agreement
are included for convenience of reference only and in no way
define or delimit any of the provisions hereof or otherwise
affect their construction or effect.
(c) Governing Law. This Agreement shall be
deemed to be a contract made in Pennsylvania and governed by
Pennsylvania law, without regard to principles of conflicts
of law.
(d) Partial Invalidity. If any provision of
this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
(e) Successors and Assigns. This Agreement
shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and permitted
assigns.
(f) Facsimile Signatures. The facsimile
signature of any party to this Agreement shall constitute
the valid and binding execution hereof by such party.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed as of the day and year first
above written.
PNC BANK, NATIONAL ASSOCIATION
By:
Title:
Harris Insight Funds Trust
By:
Title:
AUTHORIZED PERSONS APPENDIX
NAME (Type) SIGNATURE
19
bankgrp\harris\agreemen\transfer\tranagnt.doc
TRANSFER AGENCY SERVICES AGREEMENT
THIS AGREEMENT is made as of , 1996 by
and between PFPC INC., a Delaware corporation ("PFPC"), Harris
Insight Funds Trust, a Massachusetts business trust (the "Fund").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management
investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Fund wishes to retain PFPC to serve as
transfer agent, registrar, dividend disbursing agent and
shareholder servicing agent to its investment portfolios listed
on Exhibit A attached hereto and made a part hereof, as such
Exhibit A may be amended from time to time (each a "Portfolio"),
and PFPC wishes to furnish such services.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Definitions. As Used in this Agreement:
(a) "1933 Act" means the Securities Act of 1933, as
amended.
(b) "1934 Act" means the Securities Exchange Act of
1934, as amended.
(c) "Authorized Person" means any officer of the
Fund and any other person duly authorized by the Fund's Board of
Trustees to give Oral and Written Instructions on behalf of the
Fund and listed on the Authorized Persons Appendix attached
hereto and made a part hereof or any amendment thereto as may be
received by PFPC. An Authorized Person's scope of authority may
be limited by the Fund by setting forth such limitation in the
Authorized Persons Appendix.
(d) "CEA" means the Commodities Exchange Act, as
amended.
(e) "Oral Instructions" mean oral instructions
received by PFPC from an Authorized Person or from a person
reasonably believed by PFPC to be an Authorized Person.
(f) "SEC" means the Securities and Exchange
Commission.
(g) "Securities Laws" mean the 1933 Act, the 1934
Act, the 1940 Act and the CEA.
(h) "Shares" mean the shares of beneficial interest
of any series or class of the Fund.
(i) "Written Instructions" mean written
instructions signed by an Authorized Person and received by PFPC.
The instructions may be delivered by hand, mail, tested telegram,
cable, telex or facsimile sending device.
2. Appointment. The Fund hereby appoints PFPC to serve
as transfer agent, registrar, dividend disbursing agent and
shareholder servicing agent to the Fund in accordance with the
terms set forth in this Agreement. PFPC accepts such appointment
and agrees to furnish such services.
3. Delivery of Documents. The Fund has provided or,
where applicable, will provide PFPC with the following:
(a) Certified or authenticated copies of the
resolutions of the Fund's Board of Trustees, approving the
appointment of PFPC or its affiliates to provide services to the
Fund and approving this Agreement;
(b) A copy of the Fund's most recent
effective registration statement;
(c) A copy of the advisory agreement with
respect to each investment Portfolio of the Fund (each, a
Portfolio);
(d) A copy of the distribution agreement with
respect to each class of Shares of the Fund;
(e) A copy of each Portfolio's administration
agreements if PFPC is not providing the Portfolio with such
services;
(f) Copies of any shareholder servicing
agreements made in respect of the Fund or a Portfolio; and
(g) Copies (certified or authenticated where
applicable) of any and all amendments or supplements to the
foregoing.
4. Compliance with Rules and Regulations. PFPC
undertakes to comply with all applicable requirements of the
Securities Laws and any laws, rules and regulations of
governmental authorities having jurisdiction with respect to the
duties to be performed by PFPC hereunder. Except as specifically
set forth herein, PFPC assumes no responsibility for such
compliance by the Fund or any of its investment portfolios.
5. Instructions.
(a) Unless otherwise provided in this Agreement,
PFPC shall act only upon Oral and Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral
and Written Instructions it receives from an Authorized Person
(or from a person reasonably believed by PFPC to be an Authorized
Person) pursuant to this Agreement. PFPC may assume that any
Oral or Written Instruction received hereunder is not in any way
inconsistent with the provisions of organizational documents or
this Agreement or of any vote, resolution or proceeding of the
Fund's Board of Trustees or of the Fund's shareholders, unless
and until PFPC receives Written Instructions to the contrary.
(c) The Fund agrees to forward to PFPC Written
Instructions confirming Oral Instructions so that PFPC receives
the Written Instructions by the close of business on the same day
that such Oral Instructions are received. The fact that such
confirming Written Instructions are not received by PFPC shall in
no way invalidate the transactions or enforceability of the
transactions authorized by the Oral Instructions. Where Oral or
Written Instructions reasonably appear to have been received from
an Authorized Person, PFPC shall incur no liability to the Fund
in acting upon such Oral or Written Instructions provided that
PFPC's actions comply with the other provisions of this
Agreement.
6. Right to Receive Advice.
(a) Advice of the Fund. If PFPC is in doubt as to
any action it should or should not take, PFPC may request
directions or advice, including Oral or Written Instructions,
from the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt
as to any question of law pertaining to any action it should or
should not take, PFPC may request advice at its own cost from
such counsel of its own choosing (who may be counsel for the
Fund, the Fund's investment adviser or PFPC, at the option of
PFPC).
(c) Conflicting Advice. In the event of a conflict
between directions, advice or Oral or Written Instructions PFPC
receives from the Fund, and the advice it receives from counsel,
PFPC may rely upon and follow the advice of counsel. In the
event PFPC so relies on the advice of counsel, PFPC remains
liable for any action or omission on the part of PFPC which
constitutes willful misfeasance, bad faith, gross negligence or
reckless disregard by PFPC of any duties, obligations or
responsibilities set forth in this Agreement.
(d) Protection of PFPC. PFPC shall be protected in
any action it takes or does not take in reliance upon directions,
advice or Oral or Written Instructions it receives from the Fund
or from counsel and which PFPC believes, in good faith, to be
consistent with those directions, advice or Oral or Written
Instructions. Nothing in this section shall be construed so as
to impose an obligation upon PFPC (i) to seek such directions,
advice or Oral or Written Instructions, or (ii) to act in
accordance with such directions, advice or Oral or Written
Instructions unless, under the terms of other provisions of this
Agreement, the same is a condition of PFPC's properly taking or
not taking such action. Nothing in this subsection shall excuse
PFPC when an action or omission on the part of PFPC constitutes
willful misfeasance, bad faith, gross negligence or reckless
disregard by PFPC of any duties, obligations or responsibilities
set forth in this Agreement.
7. Records; Visits. The books and records pertaining to
the Fund, which are in the possession or under the control of
PFPC, shall be the property of the Fund. Such books and records
shall be prepared and maintained as required by the 1940 Act and
other applicable securities laws, rules and regulations. The
Fund and Authorized Persons shall have access to such books and
records at all times during PFPC's normal business hours. Upon
the reasonable request of the Fund, copies of any such books and
records shall be provided by PFPC to the Fund or to an Authorized
Person, at the Fund's expense.
8. Confidentiality. PFPC agrees to keep confidential
all records of the Fund and information relating to the Fund and
its shareholders, unless the release of such records or
information is otherwise consented to, in writing, by the Fund.
The Fund agrees that such consent shall not be unreasonably
withheld and may not be withheld where PFPC may be exposed to
civil or criminal contempt proceedings or when required to
divulge such information or records to duly constituted
authorities.
9. Cooperation with Accountants. PFPC shall cooperate
with the Fund's independent public accountants and shall take all
reasonable actions in the performance of its obligations under
this Agreement to ensure that the necessary information is made
available to such accountants for the expression of their
opinion, as required by the Fund.
10. Disaster Recovery. PFPC shall enter into and shall
maintain in effect with appropriate parties one or more
agreements making reasonable provisions for emergency use of
electronic data processing equipment to the extent appropriate
equipment is available. In the event of equipment failures, PFPC
shall, at no additional expense to the Fund, take reasonable
steps to minimize service interruptions. PFPC shall have no
liability with respect to the loss of data or service
interruptions caused by equipment failure, provided such loss or
interruption is not caused by PFPC's own willful misfeasance, bad
faith, gross negligence or reckless disregard of its duties or
obligations under this Agreement.
11. Compensation. As compensation for services rendered
by PFPC during the term of this Agreement, the Fund will pay to
PFPC a fee or fees as may be agreed to from time to time in
writing by the Fund and PFPC.
12. Indemnification. The Fund agrees to indemnify and
hold harmless PFPC and its affiliates from all taxes, charges,
expenses, assessments, claims and liabilities (including, without
limitation, liabilities arising under the Securities Laws and any
state and foreign securities and blue sky laws, and amendments
thereto), and expenses, including (without limitation) attorneys'
fees and disbursements, arising directly or indirectly from any
action or omission to act which PFPC takes (i) at the request or
on the direction of or in reliance on the advice of the Fund or
(ii) upon Oral or Written Instructions. Neither PFPC, nor any of
its affiliates, shall be indemnified against any liability (or
any expenses incident to such liability) arising out of PFPC' s
or its affiliates' own willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties and obligations
under this Agreement.
13. Responsibility of PFPC.
(a) PFPC shall be under no duty to take any action
on behalf of the Fund except as specifically set forth herein or
as may be specifically agreed to by PFPC in writing. PFPC shall
be obligated to exercise care and diligence in the performance of
its duties hereunder, to act in good faith and to use its best
efforts, within reasonable limits, in performing services
provided for under this Agreement. PFPC shall be liable for any
damages arising out of PFPC's failure to perform its duties under
this Agreement to the extent such damages arise out of PFPC's
willful misfeasance, bad faith, gross negligence or reckless
disregard of such duties.
(b) Without limiting the generality of the
foregoing or of any other provision of this Agreement, (i) PFPC,
shall not be liable for losses beyond its control, provided that
PFPC has acted in accordance with the standard of care set forth
above; and (ii) PFPC shall not be under any duty or obligation to
inquire into and shall not be liable for (A) the validity or
invalidity or authority or lack thereof of any Oral or Written
Instruction, notice or other instrument which conforms to the
applicable requirements of this Agreement, and which PFPC
reasonably believes to be genuine; or (B) subject to Section 10,
delays or errors or loss of data occurring by reason of
circumstances beyond PFPC's control, including acts of civil or
military authority, national emergencies, labor difficulties,
fire, flood, catastrophe, acts of God, insurrection, war, riots
or failure of the mails, transportation, communication or power
supply.
(c) Notwithstanding anything in this Agreement to
the contrary, neither PFPC nor its affiliates shall be liable to
the Fund for any consequential, special or indirect losses or
damages which the Fund may incur or suffer by or as a consequence
of PFPC's or its affiliates' performance of the services provided
hereunder, whether or not the likelihood of such losses or
damages was known by PFPC or its affiliates.
14. Description of Services.
(a) Services Provided on an Ongoing Basis, If
Applicable.
(i) Calculate 12b-1 payments;
(ii) Maintain proper shareholder
registrations;
(iii) Review new applications and correspond
with shareholders to complete or correct information:
(iv) Direct payment processing of checks or
wires;
(v) Prepare and certify stockholder lists in
conjunction with proxy solicitations;
(vi) Countersign share certificates;
(vii) Prepare and mail to shareholders
confirmation of activity;
(viii) Provide toll-free lines for direct
shareholder use, plus customer liaison staff for on-line inquiry
response;
(ix) Mail duplicate confirmations to
broker-dealers of their clients' activity, whether executed
through the broker-dealer or directly with PFPC;
(x) Provide periodic shareholder lists and
statistics to the clients;
(xi) Provide detailed data for
underwriter/broker confirmations;
(xii) Prepare periodic mailing of year-end tax
and statement information;
(xiii) Notify on a timely basis the
investment adviser, accounting agent, and custodian of fund
activity; and
(xiv) Perform other participating broker-dealer
shareholder services as may be agreed upon from time to time.
(b) Services Provided by PFPC Under Oral or Written
Instructions.
(i) Accept and post daily Fund purchases and
redemptions;
(ii) Accept, post and perform shareholder
transfers and exchanges;
(iii) Pay dividends and other distributions;
(iv) Solicit and tabulate proxies; and
(v) Issue and cancel certificates (when
requested in writing by the shareholder).
(c) Purchase of Shares. PFPC shall issue and
credit an account of an investor, in the manner described in the
Fund's prospectus, once it receives:
(i) A purchase order;
(ii) Proper information to establish a
shareholder account; and
(iii) Confirmation of receipt or crediting of
funds for such order to the Fund's custodian.
(d) Redemption of Shares. PFPC shall redeem Shares
only if that function is properly authorized by the certificate
of incorporation or resolution of the Fund's Board of Trustees.
Shares shall be redeemed and payment therefor shall be made in
accordance with the Fund's prospectus. When the recordholder
tenders Shares in proper form and directs the method of
redemption. If Shares are received in proper form, Shares shall
be redeemed before the funds are provided to PFPC from the Fund's
custodian (the "Custodian"). If the recordholder has not
directed that redemption proceeds be wired, when the Custodian
provides PFPC with funds, the redemption check shall be sent to
and made payable to the recordholder, unless:
(i) the Surrendered certificate is drawn to
the order of an assignee or holder and transfer authorization is
signed by the recordholder; or
(ii) Transfer authorizations are signed by the
recordholder when Shares are held in book-entry form.
When a broker-dealer notifies PFPC of a redemption desired by a
customer, and the Custodian provides PFPC with funds, PFPC shall
prepare and send the redemption check to the broker-dealer and
made payable to the broker-dealer on behalf of its customer.
(e) Dividends and Distributions. Upon receipt of a
resolution of the Fund's Board of Trustees authorizing the
declaration and payment of dividends and distributions, PFPC
shall issue dividends and distributions declared by the Fund in
Shares, or, upon shareholder election, pay such dividends and
distributions in cash, if provided for in the Fund's prospectus.
Such issuance or payment, as well as payments upon redemption as
described above, shall be made after deduction and payment of the
required amount of funds to be withheld in accordance with any
applicable tax laws or other laws, rules or regulations. PFPC
shall mail to the Fund's shareholders such tax forms and other
information, or permissible substitute notice, relating to
dividends and distributions paid by the Fund as are required to
be filed and mailed by applicable law, rule or regulation. PFPC
shall prepare, maintain and file with the IRS and other
appropriate taxing authorities reports relating to all dividends
above a stipulated amount paid by the Fund to its shareholders as
required by tax or other law, rule or regulation.
(f) Shareholder Account Services.
(i) PFPC may arrange, in accordance with the prospectus,
for issuance of Shares obtained through:
- Any pre-authorized check plan; and
- Direct purchases through broker wire
orders, checks and applications.
(ii) PFPC may arrange, in accordance with the prospectus,
for a shareholder's:
- Exchange of Shares for shares of another
fund with which the Fund has exchange privileges;
- Automatic redemption from an account
where that shareholder participates in a automatic redemption
plan; and/or
- Redemption of Shares from an account with
a checkwriting privilege.
(g) Communications to Shareholders. Upon timely
Written Instructions, PFPC shall mail all communications by the
Fund to its shareholders, including:
(i) Reports to shareholders;
(ii) Confirmations of purchases and sales of Fund shares;
(iii) Monthly or quarterly statements;
(iv) Dividend and distribution notices;
(v) Proxy material; and
(vi) Tax form information.
In addition, PFPC will receive and tabulate the proxy cards
for the meetings of the Fund's shareholders.
(h) Records. PFPC shall maintain records of the
accounts for each shareholder showing the following information:
(i) Name, address and United States Tax Identification or
Social Security number;
(ii) Number and class of Shares held and number and class
of Shares for which certificates, if any, have been issued,
including certificate numbers and denominations;
(iii) Historical information regarding the account of each
shareholder, including dividends and distributions paid and the
date and price for all transactions on a shareholder's account;
(iv) Any stop or restraining order placed against a
shareholder's account;
(v) Any correspondence relating to the current
maintenance of a shareholder's account;
(vi) Information with respect to withholdings; and
(vii) Any information required in order for the transfer
agent to perform any calculations contemplated or required by
this Agreement.
(i) Lost or Stolen Certificates. PFPC shall place
a stop notice against any certificate reported to be lost or
stolen and comply with all applicable federal regulatory
requirements for reporting such loss or alleged misappropriation.
A new certificate shall be registered and issued only upon:
(i) The shareholder's pledge of a lost instrument bond or
such other appropriate indemnity bond issued by a surety company
approved by PFPC; and
(ii) Completion of a release and indemnification agreement
signed by the shareholder to protect PFPC and its affiliates.
(j) Shareholder Inspection of Stock Records. Upon
a request from any Fund shareholder to inspect stock records,
PFPC will notify the Fund and the Fund will issue instructions
granting or denying each such request. Unless PFPC has acted
contrary to the Fund's instructions, the Fund agrees and does
hereby, release PFPC from any liability for refusal of permission
for a particular shareholder to inspect the Fund's stock records.
(k) Withdrawal of Shares and Cancellation of
Certificates.
Upon receipt of Written Instructions, PFPC shall
cancel outstanding certificates surrendered by the Fund to reduce
the total amount of outstanding shares by the number of shares
surrendered by the Fund.
15. Duration and Termination. This Agreement shall
continue until terminated by the Fund or by PFPC on sixty (60)
days' prior written notice to the other party.
16. Notices. All notices and other communications,
including Written Instructions, shall be in writing or by
confirming telegram, cable, telex or facsimile sending device.
Notices shall be addressed (a) if to PFPC, at 400 Bellevue
Parkway, Wilmington, Delaware 19809; (b) if to the Fund, at
, Attn: or (c) if to neither of the foregoing,
at such other address as shall have been given by like notice to
the sender of any such notice or other communication by the other
party. If notice is sent by confirming telegram, cable, telex or
facsimile sending device, it shall be deemed to have been given
immediately. If notice is sent by first-class mail, it shall be
deemed to have been given three days after it has been mailed.
If notice is sent by messenger, it shall be deemed to have been
given on the day it is delivered.
17. Amendments. This Agreement, or any term thereof, may
be changed or waived only by a written amendment, signed by the
party against whom enforcement of such change or waiver is
sought.
18. Delegation; Assignment. PFPC may assign its rights
and delegate its duties hereunder to any wholly-owned direct or
indirect subsidiary of PNC Bank, National Association or PNC Bank
Corp., provided that (i) PFPC gives the Fund thirty (30) days'
prior written notice; (ii) the delegate (or assignee) agrees with
PFPC and the Fund to comply with all relevant provisions of the
1940 Act; and (iii) PFPC and such delegate (or assignee) promptly
provide such information as the Fund may request, and respond to
such questions as the Fund may ask, relative to the delegation
(or assignment), including (without limitation) the capabilities
of the delegate (or assignee).
19. Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument.
20. Further Actions. Each party agrees to perform such
further acts and execute such further documents as are necessary
to effectuate the purposes hereof.
21. Miscellaneous.
(a) Entire Agreement. This Agreement embodies the
entire agreement and understanding between the parties and
supersedes all prior agreements and understandings relating to
the subject matter hereof, provided that the parties may embody
in one or more separate documents their agreement, if any, with
respect to delegated duties and Oral Instructions.
(b) Captions. The captions in this Agreement are
included for convenience of reference only and in no way define
or delimit any of the provisions hereof or otherwise affect their
construction or effect.
(c) Governing Law. This Agreement shall be deemed
to be a contract made in Delaware and governed by Delaware law,
without regard to principles of conflicts of law.
(d) Partial Invalidity. If any provision of this
Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby.
(e) Successors and Assigns. This Agreement shall
be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns.
(f) Facsimile Signatures. The facsimile signature
of any party to this Agreement shall constitute the valid and
binding execution hereof by such party.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above
written.
PFPC INC.
By:
Title:
Harris Insight Funds Trust
By:
Title:
EXHIBIT A
THIS EXHIBIT A, dated as of , 1996,
is Exhibit A to that certain Transfer Agency Services Agreement
dated as of , 1996 between PFPC Inc.
and .
PORTFOLIOS
Harris Insight Equity Income Fund
Harris Insight Growth Fund
Harris Insight Small-Cap Opportunity Fund
Harris Insight Index Fund
Harris Insight International Fund
Harris Insight Balanced Fund
Harris Insight Convertible Securities Fund
Harris Insight Bond Fund
Harris Insight Intermediate Government Bond Fund
Harris Insight Tax-Exempt Bond Fund
Harris Insight Tax-Exempt Intermediate Bond Fund
PFPC INC.
By:
Title:
Harris Insight Funds Trust
By:
Title:
AUTHORIZED PERSONS APPENDIX
NAME (Type) SIGNATURE
14
bankgrp\harris\agreemen\transfer\tranagnt.doc
ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of the ___ day of __________,
1996 by and between Harris Insight Funds Trust, a Massachusetts
business trust, (the "Trust"), and First Data Investor Services
Group, Inc., a Massachusetts corporation (herein called "First
Data").
W I T N E S S E T H :
WHEREAS, the Trust is registered as an open-end
management investment company under the Investment Company Act
of 1940, as amended (the "1940 Act"); and
WHEREAS, the Company wishes to retain First Data to
provide certain administration services with respect to the
Trust's investment portfolios as set forth on Schedule A
hereto, (each, a "Fund"), and First Data is willing to furnish
such services;
NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained, it is agreed between the
parties hereto as follows:
1. Appointment. The Company hereby appoints First
Data to provide certain administration services to the Trust on
the terms set forth in this Agreement. First Data accepts such
appointment and agrees to furnish the services herein set forth
in return for the compensation as provided in Paragraph 4 of
this Agreement. In the event that the Trust establishes one or
more portfolios other than the Funds with respect to which it
decides to retain First Data to act as administrator hereunder,
the Trust shall notify First Data in writing. If First Data is
willing to render such services, it shall notify the Trust in
writing whereupon such portfolio shall become one of the
"Funds" hereunder.
2. Delivery of Documents. The Trust has furnished
First Data with copies properly certified or authenticated of
each of the following:
(a) Resolutions of the Trust's Board of Trustees
authorizing the appointment of First Data to provide certain
administration services to the Trust with respect to the Funds
and approving this Agreement;
(b) The Trust's Declaration of Trust filed with
the Secretary of State of the Commonwealth of Massachusetts on
December 6, 1995 and all amendments thereto (the
"Declaration");
(c) The Trust's By-Laws and all amendments
thereto (the "By-Laws");
(d) The Advisory Contracts between Harris Trust
and Savings Bank (the "Adviser") and the Trust on behalf of
each Fund dated as of __________, 1996;
(e) The Administration and Accounting Services
Agreement between PFPC Inc. (the "Administrator and Accounting
Services Agent") and the Trust dated as of __________, 1996
(the "Administration Agreement");
(f) The Distribution Agreement between Funds
Distributor, Inc. (the "Distributor") and the Trust dated as of
____________________, 1996;
(g) The Custodian Agreement between PNC Bank N.A.
(the "Custodian") and the Trust dated as of __________, 1996
(the "Custodian Agreement");
(h) The Transfer Agency Agreement between PFPC
Inc. (the "Transfer Agent") and the Trust dated as of
__________, 1996 (the "Transfer Agency Agreement");
(i) The Company's Notification of Registration
filed pursuant to Section 8(a) of the 1940 Act on Form N-8A
under the 1940 Act as filed with the Securities and Exchange
Commission ("SEC") on or about December 13, 1995;
(j) The Company's most recent Registration
Statement on Form N-1A (the "Registration Statement") under the
Securities Act of 1933 and under the 1940 Act (File Nos. 33-
64915 and 811-7447) as filed with the SEC relating to the
Trust's shares of beneficial interest (the "Shares"); and
(k) The Trust's most recent prospectus and
statement of additional information (the "Prospectus").
The Trust will furnish First Data from time to time
with copies, properly certified or authenticated, of all
amendments of or supplements to the foregoing, if any.
3. Services and Duties. Subject to the supervision
and control of the Trust's Board of Trustees, First Data, as
Administrator, shall at its expense assist in supervising
various aspects of the Trust's administrative operations and
undertakes to do the following specific services:
(a) Maintaining office space and facilities
(which may be in the offices of First Data or a corporate
affiliate, but shall be in such location as the Trust shall
reasonably determine);
(b) Furnishing statistical and research data,
clerical services, and stationery and office supplies;
(c) Preparing and filing with the SEC the Trust's
Post-Effective Amendments to its Registration Statement,
Notices of Annual or Special Meetings of Shareholders and Proxy
materials relating to such Meetings; accumulating information
for and, subject to approval by the Trust's Treasurer,
preparing reports to the Trust's shareholders of record and the
SEC including, but not necessarily limited to: Semi-Annual
Reports on Form N-SAR and the preparation and filing of Notices
pursuant to Rule 24f-2;
(d) Reviewing and providing advice and counsel on
all sales literature (e.g. advertisements, brochures and
shareholder communications) with respect to each of the Funds;
(e) Performing corporate secretarial duties which
will include, among other things, maintaining the necessary
corporate records and the good standing status of the Trust in
all states in which it is qualified to do business, preparation
of all agendas, notices and minutes for meetings of the Trust's
Board of Trustees and shareholders preparation of all
resolutions to be voted upon by the Board of Trustees, and
preparation and/or consideration of supporting information for
such meetings including such additional reports and information
as the Trust's Board of Trustees may reasonably request;
(f) Determining the jurisdictions in which the
Shares of the Trust shall be registered or qualified for sale
and, in connection therewith, being responsible for the
registration or qualification and the maintenance of such
registration or qualification of Shares for sale under the
securities laws of any state. Payment of share registration
fees and any fees for qualifying or continuing the
qualification of the Trust or any Fund as a dealer or broker
shall be made by the Trust or that Fund, respectively;
(g) Providing the services of the Trust's
directors, officers or employees who are affiliated persons of
First Data;
(h) Preserving and maintaining for the periods
prescribed by Rule 31a-2 under the 1940 Act any records
maintained by First Data pursuant to this Agreement which are
required to be so maintained by Rule 31a-1 under said Act,
provided that the Administrator shall not be responsible for
any such financial or accounting records prior to the date of
this Agreement. First Data further agrees that all such
records which it maintains for the Trust are the property of
the Trust and further agrees to surrender promptly to the Trust
any of such records upon the Trust's request;
(i) Providing legal advice and counsel to the
Trust with respect to regulatory matters, including monitoring
regulatory and legislative developments which may affect the
Trust or any of the Funds and assisting in the strategic
response to such developments, counseling and assisting the
Trust in routine regulatory examinations or investigations of
the Trust, and working closely with outside counsel to the
Trust in response to any litigation or non-routine regulatory
matters; and
(j) Performing all other administrative services
in connection with the Trust's operations, other than those
services to be performed by the Trust's investment adviser,
transfer agent, custodian, administrator and accounting
services agent, independent accountants and legal counsel, but
which services First Data shall supervise and coordinate.
In performing its duties as Administrator of the Trust,
First Data (a) will act in accordance with the Declaration, By-
Laws, Prospectus and with the instructions and directions of
the Board of Trustees of the Trust and will conform to and
comply with the requirements of the 1940 Act and all other
applicable federal or state laws and regulations and (b) will
consult with legal counsel to the Trust, as necessary and
appropriate.
4. Compensation. For the services provided and the
expenses assumed by (i) the Administrator under this Agreement,
(ii) the Administrator and Accounting Services Agent under the
Administration and Accounting Services Agreement, (iii) the
Custodian under the Custodian Agreement, and (iv) the Transfer
Agent under the Transfer Agency Agreement, the Trust will pay
to the Custodian, for its services and as agent for First Data
and the other entities listed above, a monthly fee as agreed
upon among all such parties and the Trust from time to time.
5. Limitations of Liability. First Data shall not be
liable for any error of judgment or mistake of law or for any
loss suffered by the Trust in connection with the matters to
which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence in its part
in the performance of its duties or from reckless disregard by
it of its obligations and duties under this Agreement.
The names "Harris Insight Funds Trust" and "Trustees of
Harris Insight Funds Trust" refer respectively to the Trust
created and the Trustees as trustees but not individually or
personally, acting from time to time under a Declaration of
Trust dated December 6, 1995 which is hereby referred to and a
copy of which is on file at the office of the Secretary of
State of the Commonwealth of Massachusetts and at the principal
office of the Trust. The obligations of "Harris Insight Funds
Trust" entered into in the name or on behalf thereof by any of
the Trustees, officers, representatives or agents are not made
individually, but in such capacities, and are not binding upon
any of the Trustees, shareholders, officers, representatives or
agents of the Trust personally, but bind only the Trust
Property, and all persons dealing with any class of shares of
the Trust must look solely to the Trust Property belonging to
such class for the enforcement of any claims against the Trust.
6. Duration and Termination. This Agreement shall
continue until termination by the Trust or First Data on 60
days' written notice.
7. Amendment to this Agreement/Delegation. No
provision of this Agreement may be changed discharged or
terminated orally, but only by an instrument in writing signed
by the party against which enforcement of the change, discharge
or termination is sought.
8. Governing Law. This Agreement shall be governed by
the laws of the Commonwealth of Massachusetts.
9. Miscellaneous. The captions in this Agreement are
included for convenience of reference only and in no way define
or delimit any of the provisions hereof or otherwise affect
their constructions or effect. If any provision of this
Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and
their respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as
of the day and year first above written.
Attest: HARRIS INSIGHT FUNDS TRUST
(Corporate Seal)
FIRST DATA INVESTOR
Attest: SERVICES GROUP, INC.
(Corporate Seal)
SCHEDULE A
Harris Insight Equity Income Fund
Harris Insight Growth Fund
Harris Insight Small-Cap Opportunity Fund
Harris Insight Index Fund
Harris Insight International Fund
Harris Insight Balanced Fund
Harris Insight Convertible Securities Fund
Harris Insight Bond Fund
Harris Insight Intermediate Government Bond Fund
Harris Insight Tax-Exempt Bond Fund
Harris Insight Tax-Exempt Intermediate Bond Fund
6
shared/bankgrp/harris/agreemen/adminis/admin.doc
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of , 1996
by and between Harris Insight Funds Trust, a Massachusetts
business trust (the "Company"), and PFPC INC. ("PFPC"), a
Delaware corporation which is an indirect wholly owned
subsidiary of PNC Bank Corp.
W I T N E S S E T H :
WHEREAS, the Company is registered as an open-end
investment company under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, the Company wishes to retain PFPC to provide
certain administration and accounting services to its
investment portfolios listed on Exhibit A attached hereto
and made a part hereof, as such Exhibit A may be amended
from time to time (each a "Portfolio"), and PFPC is willing
to furnish such services;
NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained, it is agreed between the
parties hereto as follows:
1. Appointment. The Company hereby appoints PFPC
to provide certain administration and accounting services
to the Company's Portfolios for the period and on the terms
set forth in this Agreement. PFPC accepts such appointment
and agrees to furnish the services herein set forth in
return for the compensation as provided in Paragraph 12 of
this Agreement. PFPC undertakes to comply with all
relevant provisions of the 1940 Act and applicable rules
and regulations thereunder. Except as specifically set
forth herein, PFPC assumes no responsibility for such
compliance by the Company or any Portfolio. The Company
has and may from time to time issue separate series or
classes or classify and reclassify shares of such series or
class. With respect to a future series or class, if the
Company desires to have PFPC render services as
administrator and accounting agent under the terms hereof,
the Company shall so notify PFPC in writing, and if PFPC
agrees to provide such services, such series or class shall
become a Portfolio hereunder and shall be listed on Exhibit
A. PFPC shall identify to each such series or class
property belonging to such series or class in such reports,
confirmations and notices to the Company called for under
this Agreement.
2. Delivery of Documents. The Company shall
furnish PFPC with copies properly certified or
authenticated of each of the following:
(a) Resolutions of the Company's Board of Trustees
authorizing the appointment of PFPC to provide certain
administration and accounting services to the Company and
approving this Agreement;
(b) Exhibit B identifying and containing the signatures
of the Company's officers and other persons authorized to
issue Oral Instructions and to sign Written Instructions,
as hereinafter defined, on behalf of the Company;
(c) The Company's organizational documents and all
amendments thereto (herein called the "Organizational
Documents");
(d) The Company's By-Laws and all amendments thereto
(herein called "By-Laws");
(e) The Investment Advisory Agreement(s) with respect to
each Portfolio;
(f) The Distribution Agreement with respect to each
Portfolio;
(g) The Company's most recent effective Registration
Statement as filed with the Securities and Exchange
Commission ("SEC"); and
(h) The Company's most recent prospectus or prospectuses
relating to Shares (such prospectus, or prospectuses, and
all amendments and supplements thereto are herein called
the "Prospectus").
The Company will furnish PFPC from time to time with
copies, properly certified or authenticated, of all
amendments of or supplements to the foregoing, if any.
3. Definitions.
(a) "Authorized Person". As used in this
Agreement, the term "Authorized Person" means any officer
of the Company and any other person, whether or not such
person is an officer or employee of the Company, duly
authorized by the Board of Trustees of the Company to give
Oral and Written Instructions on behalf of the Company and
listed on Exhibit B as may be received by PFPC from time to
time.
(b) "Oral Instructions". As used in this
Agreement, the term "Oral Instructions" means oral
instructions actually received by PFPC from an Authorized
Person or from a person reasonably believed by PFPC to be
an Authorized Person. The Company agrees to deliver to
PFPC, at the time and in the manner specified in Paragraph
4(b) of this Agreement, Written Instructions confirming
Oral Instructions.
(c) "Written Instructions". As used in this
Agreement, the term "Written Instructions" means written
instructions delivered by hand, mail, tested telegram,
cable, telex or facsimile sending device, and received by
PFPC, signed by two Authorized Persons.
4. Instructions Consistent with Charter. etc.
(a) Unless otherwise provided in this
Agreement, PFPC shall act only upon Oral and Written
Instructions. Although PFPC may know of the provisions of
the Organizational Documents and By-Laws of the Company,
PFPC may assume that any Oral or Written Instructions
received hereunder are not in any way inconsistent with any
provisions of such Organizational Documents or By-Laws or
any vote, resolution or proceeding of the Shareholders, or
of the Board of Trustees, or of any committee thereof.
(b) PFPC shall be entitled to rely upon any
Oral Instructions and any Written Instructions actually
received by PFPC pursuant to this Agreement. The Company
agrees to forward to PFPC Written Instructions confirming
Oral Instructions in such manner that the Written
Instructions are received by PFPC, whether by hand
delivery, telex, facsimile sending device or otherwise, by
the close of business of the same day that such Oral
Instructions are given to PFPC. The Company agrees that
the fact that such confirming Written Instructions are not
received by PFPC shall in no way affect the validity of the
transactions or enforceability of the transactions
authorized by the Company by giving Oral Instructions. The
Company agrees that PFPC shall incur no liability to the
Company in acting upon Oral or Written Instructions given
to PFPC hereunder concerning such transactions, provided
such instructions reasonably appear to have been received
from an Authorized Person.
5. Services on a Continuous Basis.
(a) PFPC will perform the following
accounting functions on a daily basis on behalf of each
Portfolio:
(i) Journalize investment, capital
share and income and expense activities;
(ii) Verify investment buy/sell trade
tickets when received from the adviser and transmit trades
to the Fund's custodian (the "Custodian") for proper
settlement;
(iii) Maintain individual ledgers for
investment securities;
(iv) Maintain historical tax lots for
each security;
(v) Reconcile cash and investment
balances with PNC, and provide the Adviser with the begin-
ning cash balance available for investment purposes;
(vi) Update the cash availability
throughout the day as required by the Adviser;
(vii) Post to and prepare the Statement
of Assets and Liabilities and the Statement of Operations:
(viii) Calculate various contractual
expenses (e.g., advisory and custody fees);
(ix) Calculate daily expense accruals
based upon pre-authorized budgets developed by Company
management and notify Company management of any proposed
adjustments;
(x) Control all disbursements and
authorize such disbursements upon Written Instructions;
(xi) Calculate capital gains and losses;
(xii) Determine net income and net exempt
interest and dividend income;
(xiii) Obtain security market quotes
from independent pricing services approved by the
Investment Adviser, or if such quotes are unavailable, then
obtain such prices from the Adviser, and in either case
calculate the market value of each Portfolio's Investments;
(xiv) Transmit or mail a copy of the
portfolio valuation to the Adviser;
(xv) Compute net asset value; and
(xvi) As appropriate, compute yield(s),
total returns (in accordance with the methods set forth in
the Company's Prospectus) expense ratios, portfolio
turnover rate, and, portfolio average dollar-weighted
maturity.
(b) In addition to the accounting services
described in the foregoing Paragraph 5(a), PFPC will:
(i) Prepare monthly financial
statements for each Portfolio, which will include the
following items:
Schedule of Investments
Statement of Assets and
Liabilities
Statement of Operations
Statement of Changes in
Net Assets
Cash Statement
Schedule of Capital
Gains and Losses.
(ii) Prepare each Fund's quarterly
broker security transactions summaries;
(iii) Prepare each Fund's monthly
security transaction listings;
(iv) Supply various Company statistical
data as requested on an ongoing basis;
(v) Prepare for execution and file the
Company's (or each Portfolio's) Federal and state income
and Federal excise tax returns;
(vi) Prepare and file the Company's
Semi-Annual Report with the SEC on Form N-SAR:
(vii) Prepare and file with the SEC the
Company's (or each Portfolio's) annual, semi-annual, and
quarterly Shareholder reports;
(viii) Assist with the preparation
of registration statements on Form N-lA and other filings
relating to the registration of Shares;
(ix) Monitor each Portfolio's status as
a regulated investment company under Sub-chapter M of the
Internal Revenue Code of 1986, as amended;
(x) Maintain the Company's fidelity
bond as required by the 1940 Act and obtain a directors and
officers liability policy;
(xi) Determine required annual ordinary
income and capital gain distributions to shareholders in
order to avoid Federal excise tax;
(xii) Prepare and file Form 24f-2 notice
required to be filed with the SEC; and
(xiii) After the initial
registration of the Company's shares:
(i) make all of the filings and
take all appropriate actions necessary to maintain and
renew state registration of the Company's shares;
(ii) monitor the Company's
compliance with the amounts and the conditions of each
state's registration of the Company's shares.
6. Records. PFPC shall keep the following
records:
(a) all books and records with respect to
each Portfolio's books of account; and
(b) records of each Portfolio's securities
transactions.
The books and records pertaining to the Portfolios
which are in the possession of PFPC shall be the property
of the Company. Such books and records shall be prepared
and maintained as required by the 1940 Act and the Rules
thereunder and other applicable securities laws, rules and
regulations. The Company, and the Company's authorized
representatives shall have access to such books and records
at all times during PFPC normal business hours. Upon the
reasonable request of the Company, copies of any such books
and records shall be provided by PFPC to the Company or the
Company's authorized representative at the Company's
expense.
7. Liaison with Accountants. PFPC shall act as
liaison with the Company's independent' public accountants
and shall provide account analyses, fiscal year summaries,
and other audit-related schedules. PFPC shall take all
reasonable action in the performance of its obligations
under this Agreement to assure that the necessary
information is made available to such accountants for the
expression of their opinion, as such may be required by the
Company from time to time.
8. Confidentiality. PFPC agrees on behalf of
itself and its employees to treat confidentially all
records and other information relative to the Company and
its prior, present or potential Shareholders and relative
to the Advisor and its prior, present or potential
customers, except, after prior notification to and approval
in writing by the Company. The Company agrees that such
approval shall not be unreasonably withheld and may not be
withheld where PFPC may be exposed to civil or criminal
contempt proceedings for failure to comply, or when
requested to divulge such information by duly constituted
authorities.
9. Equipment Failures. In the event of equipment
failures beyond PFPC's control, PFPC shall, at no
additional expense to the Company, take reasonable steps to
minimize service interruptions but shall have no liability
with respect thereto. PFPC shall enter into and shall
maintain in effect with appropriate parties one or more
agreements making reasonable provision for emergency use of
electronic data processing equipment to the extent
appropriate equipment is available.
10. Right to Receive Advice.
(a) Advice of the Company. If PFPC shall be
in doubt as to any action to be taken or omitted by it, it
may request and shall receive, from the Company directions
or advice, including Oral or Written Instructions where
appropriate.
(b) Advice of Counsel. If PFPC shall be in
doubt as to any questions of law involved in any action to
be taken or omitted by PFPC, it may request advice at its
own cost from such counsel of its own choosing (who may be
counsel for the investment advisor, the Company or PFPC, at
the option of PFPC).
(c) Conflicting Advice. In case of conflict
between directions, advice or Oral or Written Instructions
received by PFPC pursuant to subsection (a) of this
paragraph and advice received by PFPC pursuant to
subsection (b) of this paragraph, PFPC shall be entitled to
rely on and follow the advice of counsel.
(d) Protection of PFPC. PFPC shall be
protected in any action or inaction which it takes in
reliance on any directions, advice or Oral or Written
Instructions received from the Company or counsel and which
PFPC, after receipt of any such directions, advice or Oral
or Written Instructions, in good faith believes to be
consistent with such directions, advice or Oral or Written
Instructions, as the case may be. However, nothing in this
paragraph shall be construed as imposing upon PFPC any
obligation (i) to seek such directions, advice or Oral or
Written Instructions, or (ii) to act in accordance with
such directions, advice or Oral or Written Instructions
when received, unless, under the terms of another provision
of this Agreement, the same is a condition to PFPC's
properly taking or omitting to take such action.
11. Compliance with Governmental Rules and
Regulations.
PFPC undertakes to comply with all applicable
requirements of the 1933 Act, the 1934 Act, the 1940 Act,
the CEA, and any laws, rules and regulations of
governmental authorities having jurisdiction with respect
to the duties to be performed by PFPC hereunder. Except as
specifically set forth herein, PFPC assumes no
responsibility for such compliance by the Company or any
Portfolio.
12. Compensation. As compensation for services
rendered by PFPC during the term of this Agreement, the
Company, will pay to PFPC a fee or fees as may be agreed to
in writing from time to time by the Company and PFPC.
13. Indemnification. The Company, on behalf of
each Portfolio, agrees to indemnify and hold harmless PFPC
and its affiliates from all taxes, charges, expenses,
assessments, claims and liabilities (including, without
limitation, liabilities arising under the 1933 Act, the
Securities Exchange Act of 1934, the 1940 Act, the CEA, and
any state and foreign securities and blue sky laws, all as
amended from time to time) and expenses, including without
limitation) attorneys' fees and disbursements arising
directly or indirectly from any action or thing which PFPC
takes or does or omits to take or do (i) at the request or
on the direction of or in reliance on the advice of the
Company or (ii) upon Oral or Written Instructions,
provided, that neither PFPC nor any of its affiliates shall
be indemnified against any liability to the company or to
its shareholders (or any expenses incident to such
liability) arising out of PFPC's own willful misfeasance,
bad faith, gross negligence or reckless disregard of its
duties and obligations under this Agreement.
14. Responsibility of PFPC. PFPC shall be under no
duty to take any action on behalf of the Company except as
specifically set forth herein or as may be specifically
agreed to by PFPC in writing. In the performance of its
duties hereunder, PFPC shall be obligated to exercise care
and diligence and to act in good faith and to use its best
efforts within reasonable limits in performing services
provided for under this Agreement, but PFPC shall not be
liable for any act or omission which does not constitute
willful misfeasance, bad faith or gross negligence on the
part of PFPC or reckless disregard of its duties under this
Agreement.
Notwithstanding the foregoing, PFPC shall not be
responsible for losses or damages beyond its control,
provided that PFPC has acted in accordance with the
standard of care set forth above; and provided further,
that PFPC shall only be responsible for that portion of
losses or damages suffered by the Company attributable to
the gross negligence of PFPC.
Without limiting the generality of the foregoing or
of any other provision of this Agreement, PFPC in
connection with its duties under this Agreement shall not
be under any duty or obligation to inquire into and shall
not be under any duty or obligation to inquire into and
shall not be liable for or in respect of (a) the validity
or invalidity or authority or lack thereof of any Oral or
Written Instruction, notice or other instrument which
conforms to the applicable requirements of this Agreement,
and which PFPC reasonably believes to be genuine; or (b)
delays or errors or loss of data occurring by reason of
circumstances beyond PFPC's control, including acts of
civil or military authority, national emergencies, labor
difficulties, fire, mechanical breakdown (except as
provided in Paragraph 9), flood or catastrophe, acts of
God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply.
Notwithstanding anything in this Agreement to the
contrary, PFPC and its affiliates shall have no liability
to the Company for any consequential, special or indirect
losses or damages which the Company may incur or suffer by
or as a consequence of PFPC's or its affiliates performance
of services provided hereunder, whether or not the
likelihood of such losses or damages was known by PFPC or
its affiliates. PFPC shall to be held responsible by the
Company for any losses or damages, incurred prior to the
effective date of this Agreement.
15. Duration and Termination. This Agreement shall
continue until termination by the Company or PFPC on sixty
(60) days' written notice to the other party.
16. Notices. All notices and other communications,
including Written Instructions (collectively referred to as
"Notice" or "Notices" in this Paragraph), hereunder shall
be in writing or confirming telegram, cable, telex or
facsimile sending device. Notices shall be addressed (a) if
to PFPC at PFPC's address, 400 Bellevue Parkway,
Wilmington, DE 19809; (b) if to the Company, at
_______________________________________________; or (c) if
to neither of the foregoing, at such other address as shall
have been notified to the sender of any such Notice or
other communication. If the location of the sender of a
Notice and the address of the addressee thereof are, at the
time of sending, more than 100 miles apart, the Notice may
be mailed, in which case it shall be deemed to have been
given three days after it is sent, or if sent by confirming
telegram, cable, telex or facsimile sending device, it
shall be deemed to have been given immediately, and, if the
location of the sender of a notice and the address of the
addressee thereof are, at the time of sending, not more
than 100 miles apart, the Notice may be sent by first-class
mail, in which case it shall be deemed to have been given
two days after it is sent, or if sent by messenger, it
shall be deemed to have been given on the day it is
delivered, or if sent by confirming telegram, cable, telex
and facsimile sending device it shall be deemed to have
been given immediately. All postage, cable, telex, or
facsimile sending device charges arising from the sending
of a Notice hereunder shall be paid by the sender.
17. Further Actions. Each party agrees to perform
such further acts and execute such further documents as are
necessary to effectuate the purposes hereof.
18. Amendments. This Agreement, or any part hereof
may be changed or waived only by an instrument in writing
signed by the party against which enforcement of such
change or waiver is sought.
19. Delegation. On sixty (60) days' prior written
notice to the Company, PFPC may assign its rights and
delegate its duties hereunder to any wholly-owned direct or
indirect subsidiary of PNC Bank, National Association or
PNC Bank Corp., provided that (i) the delegate agrees with
PFPC to comply with all relevant provisions of the 1940
Act; (ii) PFPC and such delegate shall promptly provide
such information as the Company may request, and respond to
such questions as the Company may ask, relative to the
delegation, including (without limitation) the capabilities
of the delegate; (iii) PFPC agrees to remain responsible
for the performance of its duties hereunder by the
delegate; and (iv) the delegate possesses expertise in
providing the required services hereunder of a comparable
level.
20. Counterparts. This Agreement may be executed
in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one
and the same instrument.
21. Miscellaneous. This Agreement embodies the
entire agreement and understanding between the parties
thereto, and supersedes all prior agreements and
understandings relating to the subject matter hereof,
provided that the parties hereto may embody in one or more
separate documents their agreement, if any, with respect to
delegated duties and Oral Instructions. The captions in
this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
This Agreement shall be deemed to be a contract made in
Delaware and governed by Delaware law. If any provision of
this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement
shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their officers designated
below on the day and year first above written.
Harris Insight Funds Trust
By:
Title:
PFPC INC.
By:
Title:
EXHIBIT A
THIS EXHIBIT A, dated as of ,
1996, is Exhibit A to that certain Administration and
Accounting Services Agreement dated as of ,
1996 between PFPC Inc. and Harris Insight Funds Trust.
PORTFOLIOS
Harris Insight Equity Income Fund
Harris Insight Growth Fund
Harris Insight Small-Cap Opportunity Fund
Harris Insight Index Fund
Harris Insight International Fund
Harris Insight Balanced Fund
Harris Insight Convertible Securities Fund
Harris Insight Bond Fund
Harris Insight Intermediate Government Bond Fund
Harris Insight Tax-Exempt Bond Fund
Harris Insight Tax-Exempt Intermediate Bond Fund
PFPC INC.
By:
Title:
Harris Insight Funds Trust
By:
Title:
EXHIBIT B
AUTHORIZED PERSONS APPENDIX
NAME (Type) SIGNATURE
1
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