As filed electronically with the Securities and Exchange Commission
on February 28, 1997
Securities Act File No. 33-64915
Investment Company Act File No. 811-7447
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 3
---
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 6
---
HARRIS INSIGHT FUNDS TRUST
--------------------------
(Exact Name of Registrant as Specified in Charter)
60 State Street, Suite 1300, Boston, MA 02109
---------------------------------------------
(Address of Principal Executive Offices including Zip Code)
---------------
Registrant's Telephone Number, including Area Code: (617) 557-0700
Name and Address of Agent for Service: Copies to:
John E. Pelletier, Esq. Cameron S. Avery, Esq.
Harris Insight Funds Trust Bell, Boyd & Lloyd
60 State Street Three First National Plaza
Suite 1300 70 West Madison Street
Boston, MA 02109 Chicago, IL 60602-4207
---------------
It is proposed that this filing will become effective:
___ immediately upon filing pursuant to paragraph (b)
___ on _______________ pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)
___ 75 days after filing pursuant to paragraph (a)
X on May 1, 1997 pursuant to paragraph (a) of Rule 485
---
If appropriate, check the following box:
____ this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
The Registrant has filed a declaration registering an indefinite amount of
securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended. The Registrant filed the notice required by Rule 24f-2 for its most
recent fiscal year on February 25, 1997.
CROSS REFERENCE SHEET
Pursuant to Rule 495(b)
under the Securities Act of 1933
(Prospectuses offering Class A and Institutional Shares of
Harris Insight Funds Trust)
Part A
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<TABLE>
<CAPTION>
N-1A Item No. Location
- ------------- --------
<S> <C>
Item 1. Cover Page Cover Page
Item 2. Synopsis Expense Information; Financial Highlights
Item 3. Condensed Financial Information General Information - How Performance is Reported
Item 4. General Description of Registrant Cover Page; Investment Objectives and Policies;
Additional Investment Information; Fund Summary;
General Information - More Information About the
Trust and the Company
Item 5. Management of the Fund Management
Item 5A. Management: Discussion of Fund
Performance Not Applicable
Item 6. Capital Stock and Other Securities Cover Page; How Distributions Are Made; Tax
Information; Shareholder Services and Policies;
General Information - More Information About the
Trust and the Company
Item 7. Purchase of Securities Being Offered Management; General Information - How Share Value is
Determined; How to Buy Shares; How to Sell Shares;
Shareholder Services and Policies
Item 8. Redemption or Repurchase How to Buy Shares; How to Sell Shares; Shareholder
Services and Policies
Item 9. Pending Legal Proceedings Not Applicable
</TABLE>
(SAI offering Class A and Institutional Shares of Harris Insight Funds Trust)
Part B
------
<TABLE>
<CAPTION>
N-1A Item No. Location
- ------------- --------
<S> <C>
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History Not Applicable
Item 13. Investment Objectives and Policies Investment Strategies; Investment Restrictions;
Portfolio Transactions
Item 14. Management of the Fund Management
Item 15. Control Persons and Principal Holders of Management
Securities
Item 16. Investment Advisory and Other Services Management; Service Plans; Custodian; Independent
Accountants
Item 17. Brokerage Allocation and Other Practices Portfolio Transactions
Item 18. Capital Stock and Other Securities Capital Stock and Beneficial Interest
Item 19. Purchase, Redemption and Pricing of Determination of Net Asset Value
Securities Being Offered
Item 20. Tax Status Federal Income Taxes
Item 21. Underwriters Management; Service Plans
Item 22. Calculation of Performance Data Calculation of Yield and Total Return
Item 23. Financial Statements Not Applicable
</TABLE>
PART A
------
The Prospectuses offering Class A and Institutional Shares of 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, Tax-Exempt
Bond Fund and Small-Cap Value Fund as contained in Part A of the 485(a) filing
of HT Insight Funds, Inc. (File No. 33-17957) filed on February 27, 1997,
(accession number 0000903893-97-000392) are incorporated herein by reference.
PART B
------
The Statement of Additional Information offering Class A and Institutional
Shares of 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, Tax-Exempt Bond Fund and Small-Cap Value Fund as contained in Part B of
the 485(a) filing of HT Insight Funds, Inc.(File No. 33-17957) filed on February
27, 1997, (accession number 0000903893-97-000392) are incorporated herein by
reference.
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
- -------- ----------------------------------
(a) Included in Part A of this Registration Statement: Not
applicable to this filing
Included in Part B of this Registration Statement: Not
applicable to this filing.
Financial statements are to be filed by subsequent
post-effective amendment prior to the effective date of this
Post-Effective Amendment No. 3.
(b) Exhibits
--------
Note: As used herein the term "Registration Statement" refers to the
Registration Statement of Registrant under the Securities Act
of 1933 on Form N-1A, No. 33-64915. All references to a
Post-Effective Amendment ("PEA") or Pre-Effective Amendment
("PreEA") are to Post-Effective Amendments and Pre-Effective
Amendments to the Registration Statement.
(1) (a) Declaration of Trust dated December 6, 1995 (incorporated by
reference to Exhibit No. 1 to the Registration Statement filed
on December 12, 1995).
(b) Amendment to Declaration of Trust dated November 4, 1996 (filed
herewith).
(2) (a) By-Laws (incorporated by reference to Exhibit No. 2 to the
Registration Statement filed on December 12, 1995).
(b) Amendment to By-Laws dated October 31, 1995 (filed herewith).
(c) Amendment to By-Laws dated January 23, 1996 (filed herewith).
(d) Amendment to By-Laws dated November 4, 1996 (filed herewith).
(3) Not applicable.
(4) Not applicable.
(5) (a)(i) Advisory Contract dated February 23, 1996 between Registrant
and Harris Trust and Savings Bank ("Harris Trust") (filed
herewith).
(a)(ii) Form of Notice to the Adviser dated January 21, 1997 on behalf
of Harris Insight Small-Cap Value Fund (filed herewith).
(b)(i) Portfolio Management Contract dated February 23, 1996 between
Harris Trust and Harris Investment Management, Inc. ("HIM")
(filed herewith).
(b)(ii) Form of Notice to the Portfolio Management Agent dated January
21, 1997 on behalf of Harris Insight Small-Cap Value Fund
(filed herewith).
(6) (a) Distribution Agreement dated February 23, 1996 between the
Registrant and Funds Distributor, Inc. ("FDI") (filed
herewith).
(b) Notice to the Distributor dated January 21, 1997 on behalf of
Harris Insight Small-Cap
Value Fund (filed herewith).
(7) Not applicable.
(8) (a) Custodian Agreement dated February 23, 1996 between Registrant
and PNC Bank, N.A. (filed herewith).
(b) Notice to the Custodian dated January 21, 1997 on behalf of
Harris Insight Small-Cap Value Fund (filed herewith).
(9) (a)(i) Transfer Agency Services Agreement dated July 1, 1996 between
Registrant and Harris Trust (filed herewith).
(a)(ii) Form of Notice to the Transfer Agent dated January 21, 1997 on
behalf of Harris Insight Small-Cap Value Fund (filed herewith).
(b)(i) Sub-Transfer Agency Services Agreement dated July 1, 1996
between Harris Trust and PFPC Inc. (filed herewith).
(b)(ii) Notice to the Sub-Transfer Agent dated January 21, 1997 on
behalf of Harris Insight Small-Cap Value Fund (filed herewith).
(c)(i) Administration Agreement dated July 1, 1996 between Registrant
and Harris Trust (filed herewith).
(c)(ii) Form of Notice to the Administrator dated January 21, 1997 on
behalf of Harris Insight Small-Cap Value Fund (filed herewith).
(d)(i) Sub-Administration and Accounting Services Agreement dated July
1, 1996 between Harris Trust and PFPC Inc. (filed herewith).
(d)(ii) Notice to the Sub-Administrator and Accounting Services Agent
dated January 21, 1997 on behalf of Harris Insight Small-Cap
Value Fund (filed herewith).
(e)(i) Sub-Administration Agreement dated July 1, 1996 between Harris
Trust and FDI (filed herewith).
(e)(ii) Notice to the Sub-Administrator dated January 21, 1997 on
behalf of Harris Insight Small-Cap Value Fund (filed herewith).
(10) Not applicable.
(11) Not applicable.
(12) Not applicable.
(13) Form of Purchase Agreement relating to Initial Capital (filed
herewith).
(14) Not applicable.
(15) (a) Service Plan relating to Class A Shares (filed herewith).
(b) Form of Selling Agreement relating to Class A Shares (filed
herewith).
(16) Certain schedules for computation of performance quotations
with respect to Class A Shares and Institutional Shares (to be
filed by amendment).
(17) Financial Data Schedules (filed herewith).
(18) Multi-Class Plan (filed herewith).
Other Powers of Attorney for C. Gary Gerst, Edgar R. Fielder, John W.
Exhibits: McCarter, Jr. and Ernest M. Roth dated November 4, 1996 (filed
herewith).
Item 25. Persons Controlled by or under Common Control with Registrant.
- -------- --------------------------------------------------------------
Not applicable.
Item 26. Number of Holders of Securities.
- -------- --------------------------------
As of February 11, 1997, the number of record holders of each class of
securities of the Registrant was as follows:
<TABLE>
<CAPTION>
Title of Series Number of Record Holders
- --------------- ------------------------
Class A Shares Institutional Shares
-------------- --------------------
<S> <C> <C>
Bond Fund 11 7
Intermediate Tax-Exempt Bond Fund 3 6
Tax-Exempt Bond Fund 5 6
Equity Income Fund 22 6
Growth Fund 61 7
Small-Cap Opportunity Fund 67 11
Index Fund 48 6
International Fund 54 6
Convertible Securities Fund 0 0
Balanced Fund 0 0
Intermediate Government Bond Fund 0 0
Small-Cap Value Fund 0 0
</TABLE>
Item 27. Indemnification.
- -------- ----------------
Under Section 4.3 of the Registrant's Declaration of Trust, any past or
present Trustee or officer of the Registrant (including persons who serve at the
Registrant's request as directors, officers or trustees of another organization
in which the 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 the 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 the
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 the 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 the 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 the 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. This description is modified in its
entirety by the provision of Section 4.3 of the Registrant's Declaration of
Trust contained in the Registration Statement filed on December 12, 1995 as
Exhibit No. 1 and incorporated herein by reference.
The Distribution Agreement, the Custodian Agreement, the Transfer
Agency Services Agreement and the Administration Agreement (the "Agreements")
(Exhibit 6(a), Exhibit 8(a), Exhibit 9(a)(i) and Exhibit 9(c)(i), respectively,
to this Registration Statement) provide for indemnification. The general effect
of these provisions is to indemnify entities contracting with the Trust against
liability and expenses in certain circumstances. This description is modified in
its entirety by the provisions of the Agreements as contained in this
Registration Statement and incorporated herein by reference.
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 are insured, under
a policy of insurance maintained by the Registrant, within the limits and
subject to the limitations of the policy, against certain expenses in connection
with the defense of actions, suits or proceedings, and certain liabilities that
might be imposed as a result of such actions, suits or proceedings, to which
they are parties by reason of being or having been such Trustees or officers.
The policy expressly excludes 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 and Savings Bank ("Harris Bank"), 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,
Tax-Exempt Bond Fund and Small-Cap Value Fund. Harris Bank's business is that of
an Illinois state-chartered bank with respect to which it conducts a variety of
commercial banking and trust activities.
To the knowledge of the Registrant, none of the directors or executive
officers of Harris Bank except those set forth below, is or has been at any time
during the past two fiscal years engaged in any other business, profession,
vocation or employment of a substantial nature. Set forth below are the names
and principal businesses of the directors and executive officers of Harris Bank
who are or during the past two fiscal years have been engaged in any other
business, profession, vocation or employment of a substantial nature for their
own account or in the capacity of director, officer, employee, partner or
trustee. All directors of Harris Bank also serve as directors of Harris
Bankcorp, Inc., the immediate parent of Harris Bank.
<TABLE>
<CAPTION>
Position(s) with Harris Trust and Principal Business(es) During
Name Savings Bank the Last Two Fiscal Years
- ------------------------------------ ----------------------------------- -----------------------------------
<S> <C> <C>
Alan G. McNally Chairman and Chief Executive Chairman of the Board and Chief
Officer Executive Officer of Harris Trust
and Savings Bank and Harris
Bankcorp, Inc. Formerly, Vice
Chairman of Personal and
Commercial Financial Services of
Bank of Montreal.
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 Retired Chairman, President and
Chief Executive Officer of GATX
Corporation.
Daryl F. Grisham Director President and Chief Executive
Officer of Parker House Sausage
Company.
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.
Position(s) with Harris Trust and Principal Business(es) During
Name Savings Bank the Last Two Fiscal Years
- ------------------------------------ ----------------------------------- -----------------------------------
Edward W. Lyman, Jr. Director Vice Chairman and Senior
Executive Vice President -
Corporate and Institutional
Financial Services, Harris Trust
and Savings Bank. Formerly,
Department Executive, Corporate
Banking, Harris Trust and Savings
Bank.
Charles H. Shaw Director Chairman of the Shaw Company.
Richard E. Terry Director Chairman and Chief Executive
Officer of Peoples Energy
Corporation
James O. Webb Director President, James O. Webb and
Associates Inc.
William J. Weisz Director Chairman of the Board of
Motorola, Inc
Maribeth S. Rahe Director Vice Chairman and Senior
Executive Vice President -
Personal and Commercial Services,
Harris Trust and Savings Bank.
Formerly, Department Executive,
Personal Financial Services,
Harris Trust and Savings Bank.
</TABLE>
(b) Harris Investment Management, Inc. ("HIM"), an indirect subsidiary
of the Bank of Montreal, serves as the Portfolio Management Agent of the Harris
Insight Equity 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, Tax-Exempt
Bond Fund and Small-Cap Value Fund pursuant to Portfolio Management Agreements
with Harris Bank. HIM's business is that of a Delaware corporation registered as
an investment adviser under the Investment Advisers Act of 1940.
To the knowledge of the Registrant, none of the directors or executive
officers of HIM, except those set forth below, is or has been at anytime during
the past two fiscal years engaged in any other business, profession, vocation or
employment of a substantial nature with respect to publicly traded companies for
their own account or in the capacity of director, officer, employees, partner or
trustee.
<TABLE>
<CAPTION>
Principal Business(es) During the
Name Position(s) with HIM Last Two Fiscal Years
- ------------------------------------ ----------------------------------- -----------------------------------
<S> <C> <C>
Brian J. Steck Director and Chairman of the Board Chairman of the Board of Harris
Investment Management, Inc.
Vice-Chairman of Investment
Banking of Bank of Montreal,
President of the Bank of Montreal
Investment Management Limited.
Principal Business(es) During the
Name Position(s) with HIM Last Two Fiscal Years
- ------------------------------------ ----------------------------------- -----------------------------------
Donald G.M. Coxe Director, President and Chief President and Chief Investment
Investment Officer Officer of Harris Investment
Management, Inc. Formerly, Chief
Strategist of Nesbitt Thomson,
Inc.
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
William O. Leszinske President, Chief Investment Manager of Equities, Harris
Officer Investment Management, Inc.
Edward W. Lyman, Jr. Director Senior Executive Vice President-
Corporate and Institutional
Financial Services, Harris Trust
and Savings Bank. Formerly,
Department Executive of Corporate
Banking, Harris Trust and Savings
Bank.
Maribeth S. Rahe Director Senior Executive Vice President
-Personal and Commercial
Services, Harris Trust and
Savings Bank. Prior to January,
1994, Personal Financial Services
Department Executive of Harris
Trust and Savings Bank.
Wayne Thomas Director Senior Vice President - Personal
Investment Management, Harris
Trust and Savings Bank.
Nancy B. Wolcott Director Executive Vice President -
Corporate and Institutional
Trust, Harris Trust and Savings
Bank. Formerly, Senior Vice
President, Harris Trust and
Savings Bank.
Principal Business(es) During the
Name Position(s) with HIM Last Two Fiscal Years
- ------------------------------------ ----------------------------------- -----------------------------------
Carla Eyre Chief Financial and Chief Senior Partner, Harris Investment
Operating Officer Management, Inc.
Blanche Hurt Secretary Director of Harris Trust and
Savings Bank Trust and Investment
Compliance Office. Formerly,
Corporate Fiduciary Officer of
Harris Trust and Savings Bank.
</TABLE>
Item 29. Principal Underwriter.
- -------- ----------------------
(a) In addition to the Harris Insight Funds Trust, Funds Distributor,
Inc. currently acts as distributor for BJB Investment Funds, Burridge Funds,
Foreign Fund, Inc., Fremont Mutual Funds, Inc., HT Insight Funds, Inc. d/b/a
Harris Insight Funds, The JPM Advisor Funds, The JPM Institutional Funds, The
JPM Pierpont Funds, The JPM Series Trust, LKCM Fund, Monetta Fund, Inc., Monetta
Trust, The Munder Framlington Funds Trust, The Munder Funds Trust, The Munder
Funds, Inc., The PanAgora Institutional Funds, RCM Capital Funds, Inc., RCM
Equity Funds, Inc., St. Clair Money Market Fund, The Skyline Funds and
Waterhouse Investors Cash Management Fund, Inc. Funds Distributor, Inc. 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,
Inc. 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, Inc. is incorporated by
reference to Schedule A of Form BD filed by Funds Distributor, Inc. 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: Harris Insight Funds Trust,
60 State Street, Suite 1300, Boston, Massachusetts 02109; PNC Bank, N.A., Broad
and Chestnut Streets, Philadelphia, Pennsylvania 19107; PFPC Inc., 103 Bellevue
Parkway, Wilmington, Delaware 19809; or Harris Trust and Savings Bank, 111 West
Monroe Street, Chicago, Illinois 60603.
Item 31. Management Services.
- -------- --------------------
Other than as set forth under the captions "Management" in the
Prospectuses constituting Part A of this Registration Statement and "Management"
in the Statement of Additional Information constituting Part B of this
Registration Statement, the Registrant is not a party to any management-related
service contracts.
Item 32. Undertakings.
- -------- -------------
(a) Not applicable.
(b) Registrant undertakes to file a Post-Effective Amendment relating
to each of the Harris Insight Balanced Fund, the Harris Insight Convertible
Securities Fund, the Harris Insight Intermediate Government Bond Fund and the
Harris Insight Small-Cap Value Fund Fund, using reasonably current financial
statements which need not be certified, within four to six months from the date
each Fund commences investment operations.
(c) 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 Post-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 the 25th day of February, 1997.
Harris Insight Funds Trust
By: /s/ Richard W. Ingram
----------------------
Richard W. Ingram, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 3 to the Registration Statement has been
signed below by the following persons in the capacities and on the date
indicated:
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------- --------------------------- ----
<S> <C> <C>
/s/ Richard W. Ingram President, Treasurer and February 25, 1997
- ------------------------- Chief Financial Officer
Richard W. Ingram
C. Gary Gerst* Chairman of the February 25, 1997
Board of Trustees;
Trustee
Edgar R. Fiedler* Trustee February 25, 1997
John W. McCarter, Jr.* Trustee February 25, 1997
Ernest M. Roth* Trustee February 25, 1997
</TABLE>
* By: /s/ Christopher J. Kelley
-----------------------------
Christopher J. Kelley
Attorney-in-Fact pursuant to powers of attorney dated November 4, 1996
(filed herewith).
EXHIBIT INDEX
<TABLE>
<CAPTION>
-------------
Exhibit
- -------
Number Description
- ------ -----------
<S> <C>
1(b) Amendment to the Declaration of Trust dated November 4, 1996
2(b) Amendment to the By-Laws dated October 31, 1995
2(c) Amendment to the By-Laws dated January 23, 1996
2(d) Amendment to the By-Laws dated November 4, 1996
5(a)(i) Advisory Contract dated February 23, 1996
5(a)(ii) Form of Notice to the Adviser dated January 21, 1997
5(b)(i) Portfolio Management Contract dated February 23, 1996
5(b)(ii) Form of Notice to the Portfolio Management Agent dated January 21, 1997
6(a) Distribution Agreement dated February 23, 1996
6(b) Notice to the Distributor dated January 21, 1997
8(a) Custodian Agreement dated February 23, 1996
8(b) Notice to the Custodian dated January 21, 1997
9(a)(i) Transfer Agency Services Agreement dated July 1, 1996
9(a)(ii) Form of Notice to the Transfer Agent dated January 21, 1997
9(b)(i) Sub-Transfer Agency Services Agreement dated July 1, 1996
9(b)(ii) Notice to the Sub-Transfer Agent dated January 21, 1997
9(c)(i) Administration Agreement dated July 1, 1996
9(c)(ii) Form of Notice to the Administrator dated January 21, 1997
9(d)(i) Sub-Administration and Accounting Services Agreement dated July 1, 1996
9(d)(ii) Notice to the Sub-Administrator and Accounting Services Agent dated January 21, 1997
9(e)(i) Sub-Administration Agreement dated July 1, 1996
9(e)(ii) Notice to the Sub-Administrator dated January 21, 1997
13 Form of Purchase Agreement
15(a) Service Plan Relating to Class A Shares
15(b) Form of Selling Agreement
17 Financial Data Schedules
18 Multi-Class Plan
</TABLE>
Other Exhibits
Power of Attorney for C. Gary Gerst
Power of Attorney for Edgar R. Fiedler
Power of Attorney for John W. McCarter, Jr.
Power of Attorney for Ernest M. Roth
EXHIBIT 1(B)
HARRIS INSIGHT FUNDS TRUST
AMENDMENT DATED NOVEMBER 4, 1996
TO THE DECLARATION OF TRUST
Article V, Section 5.11 of the Declaration of Trust is amended to read:
Section 5.11. Series and Class Designation. The Trustees, in their
discretion, may authorize the division of Shares into two or more Series or
Classes thereof, and the different Series and Class shall be established and
designated, and the variations in the relative rights and preferences as between
the different Series and Classes shall be fixed and determined, by the Trustees;
provided that all Shares shall be identical except that there may be variations
so fixed and determined between different Series or Classes as to investment
objective, policies and restrictions, purchase price, payment obligations,
distribution expenses, right of redemption, special and relative rights as to
dividends and on liquidation, conversion rights, exchange rights an conditions
under which the several Series or Classes shall have separate voting rights, all
of which are subject to the limitations set forth below. All references to
Shares in this Declaration shall be deemed to be Shares of any or all Series or
Classes as the context may require.
Without limiting the authority of the Trustees to establish and
designate any further Series or Classes of Shares, the Trustees hereby establish
and designate twelve Series, each with two Classes of Shares, Class A Shares and
Institutional Shares: 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 Intermediate Tax-Exempt Bond
Fund, Harris Insight Tax-Exempt Bond Fund and Harris Insight Small-Cap Value
Fund. The Shares of such Series and any Shares of any further Series or Classes
of Shares that may from time to time be established and designated by the
Trustees shall (unless the Trustees otherwise determine with respect to some
further Series or Class at the time of establishing and designating the same) be
subject to the following provisions:
(a) The number of authorized Shares and the number of Shares of each
Series or Class thereof that may be issued shall be unlimited. The Trustees may
classify or reclassify any unissued Shares or any Shares previously issued and
reacquired of any Series or Class into one or more Series or one or more Classes
that may be established and designated from time to time. The Trustees may hold
as treasury shares (of the same or some other Series or Class), reissue for such
consideration and on such terms as they may determine, or cancel any Shares of
any Series or Class reacquired by the Trust at their discretion from time to
time.
(b) All consideration received by the Trust for the issue or sale of
Shares of a particular Series or Class thereof, together with all assets in
which such consideration is invested or reinvested, all income, earnings,
profits and proceeds thereof, including any proceeds derived form the sale,
exchange or liquidation of such assets and any funds or payments derived from
any reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong
to that Series for all purposes, subject only to the rights of creditors of such
Series and except as may otherwise be required by applicable tax laws, and shall
be so recorded upon the books of account of the Trust. In the event that there
are any assets, income, earnings, profits, and proceeds thereof, funds, or
payments which are not readily identifiable as belonging to any particular
Series, the Trustees shall allocate them among any one or more of the Series
established and designated from time to time in such a manner and on such basis
as they, in their sole discretion, deem fair and equitable. Each such allocation
by the Trustees shall be conclusive and binding upon the Shareholders of all
Series and Classes for all purposes. No holder of Shares of any Series shall
have any claim on or right to any assets allocated or belonging to any other
Series.
(c) The assets belonging to each particular Series shall be charged
with the liabilities of the Trust in respect of that Series or the appropriate
Class or Classes therof and all expenses, costs, charges, and reserves
attributable to that Series or Class or Classes therof, and any general
liabilities, expenses costs, charges or reserves of the Trust which are not
readily identifiable as belonging to any particular Series or Class shall be
allocated and charged by the Trustees to and among any one or more of the Series
or Classes established and designated from time to time in such manner and on
such basis as the Trustees in their sole discretion deem fair and equitable.
Each allocation of liabilities, expenses, costs, charges and reserves by the
Trustees shall be conclusive and binding upon the Shareholders of all Series and
Classes for all purposes. The Trustees shall have full discretion, to the extent
not inconsistent with the 1940 Act, to determine which items are capital; and
each such determination and allocations shall be conclusive and binding upon the
Shareholders. The assets of a particular Series of the Trust shall, under no
circumstances, be charged with liabilities attributable to any other Series or
Class or Classes thereof of the Trust. All persons extending credit to, or
contracting with or having any claim against a particular Series or Class
thereof of the Trust shall look only to the assets of that particular Series for
payment of such credit, contract or claim.
(d) The power of the Trustees to pay dividends and make distributions
shall be governed by Section 7.2 of this Declaration with respect to any Series
or Class which represents the interests in the assets of the Trust immediately
prior to the establishment of two or more Series or Classes. With respect to any
other Series or Class, dividends and distributions on Shares of a particular
Series or Class may be paid with such frequency as the Trustees may determine,
which may be daily or otherwise, pursuant to a standing resolution or
resolutions adopted only once or with such frequency as the Trustees may
determine, to the holders of Shares of that Series or Class, from such of the
income and capital gains, accrued or realized, from the assets belonging to that
Series, as the Trustees may determine after providing for actual and accrued
liabilities belonging to that Series or Class. All dividends and distributions
on Shares of a particular Series or Class shall be distributed pro rata to the
Shareholders of that Series or Class in proportion to the number of Shares of
that Series or Class held by such Shareholders at the time of record established
for the payment of such dividends or distribution.
(e) Each Share of a Series of the Trust shall represent a beneficial
interest in the net assets of such Series. Each holder of Shares of a Series or
Class thereof shall be entitled to receive his pro rata share of distributions
of income and capital gains made with respect to such
Series or Class thereof. Upon redemption of his Shares or indemnification for
liabilities incurred by reason of his being or having been a Shareholder of a
Series or Class thereof, such Shareholder shall be paid solely out of the funds
and property of such Series of the Trust. Upon liquidation or termination of a
Series or Class thereof of the Trust, Shareholders of such Series or Class
thereof shall be entitled to receive a pro rata share of the net assets of such
Series. A Shareholder of a particular Series of the Trust shall not be entitled
to participate in a derivative or class action on behalf of any other Series or
the Shareholders of any other Series of the Trust.
(f) Subject to compliance with the requirements of the 1940 Act, the
Trustees shall have the authority to provide that the holders of Shares of any
Series or Class shall have the right to convert or exchange said Shares into
Shares of one or more Series or Classes of Shares in accordance with such
requirements and procedures as may be established by the Trustees.
The establishment and designation of any additional Series or Classes
of Shares shall be effective upon the execution by a majority of the then
Trustees of an instrument setting forth such establishment and designation and
the relative rights and preferences of such Series or Classes, or as otherwise
provided in such instrument. At any time that there are no Shares outstanding of
any particular Series or Class previously established and designated, the
Trustees may by an instrument executed by a majority of their number abolish the
Series or Class and the establishment and designation thereof. Each instrument
referred to in this section shall have the status of an amendment to this
Declaration.
/s/ Richard W. Ingram
--------------------------
Richard W. Ingram
President
Date: November 4, 1996
EXHIBIT 2(B)
Amendment dated October 31, 1995
Article VI, Sections 4 and 5 be amended to read:
Section 4. Powers and Duties of the Chairman. The Trustees may, but
need not, appoint from among their number a Chairman. When present he shall
preside at the meetings of the Shareholders and of the Trustees. He may call
meetings of the Trustees and of any Committee thereof whenever he deems it
necessary. He shall have the power to employ attorneys and counsel for the Trust
or any Series thereof and to employ such subordinate officers, agents, clerks
and employees as he may find necessary to transact the business of the Trust or
any Series thereof. He shall also have the power to grant, issue, execute or
sign such powers of attorney, proxies or other documents as may be deemed
advisable or necessary in furtherance of the interests of the Trust or any
Series thereof.
Section 5. Powers and Duties of the President. In the absence of the
Chairman, the President may call meetings of the Trustees and of any Committee
thereof when he deems it necessary and shall preside at all meetings of the
Shareholders. The President shall be the Chief Executive Officer of the Trust
and shall exercise general supervision and direction over the affairs of the
Trust. Subject to the control of the Trustees and to the control of any
Committees of the Trustees, within their resprective spheres, as provided by the
Trustees, the President shall have such powers and duties, as from time to time
may be conferred upon or assigned to him by the Trustees.
EXHIBIT 2(C)
Amendment dated January 23, 1996
Article IV, Section 3, of the Trust's By-Laws be amended to read:
Section 3. Retirement of Trustees. Any Trustee shall retire as Trustee
of the end of the calendar year in which the Trustee attains the age of 72
years.
EXHIBIT 2(D)
Amendment dated November 4, 1996
Article II, Section 1, of the Trust's By-Laws be amended to read:
Section 1. Principal Office. Until changed by the Trustees, the principal
office of the Trust shall be 60 State Street, Suite 1300, Boston, MA 02109.
EXHIBIT 5(A)(I)
INVESTMENT ADVISORY CONTRACT
Harris Insight Funds (the "Trust"), a Massachusetts business trust
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end diversified management investment company, and Harris
Trust and Savings Bank, an Illinois bank (the "Adviser"), agree as follows:
1. APPOINTMENT OF ADVISER. The Trust appoints the Adviser to furnish
investment advisory and other services to the Trust for its Equity Income Fund,
Growth Fund, Index Fund, Small-Cap Opportunity Fund, International Fund,
Balanced Fund, Convertible Securities Fund, Bond Fund, Intermediate Government
Bond Fund, Tax-Exempt Bond Fund and Intermediate Tax-Exempt Bond Fund (the
"Funds"), and the Adviser accepts that appointment, for the period and on the
terms set forth below. In the event that the Trust establishes one or more
portfolios other than the Funds named above with respect to which it desires to
retain the Adviser to act as investment adviser hereunder, it shall notify the
Adviser in writing. If the Adviser is willing to render such services under this
Agreement, it shall notify the Trust in writing whereupon such portfolio shall
become a Fund hereunder and shall be subject to the provisions of this Agreement
to the same extent as the Funds named above except to the extent that said
provisions (including those relating to the compensation payable by the Fund to
the Adviser) are modified with respect to such Fund in writing by the Trust and
the Adviser at the time.
2. SERVICES OF ADVISER.
(a) INVESTMENT MANAGEMENT. Subject to the overall supervision and
control of the Board of Trustees of the Trust (the "Board of Trustees"), the
Adviser shall have supervisory responsibility for the general management and
investment of the Funds' assets, giving due consideration to the investment
policies and restrictions, portfolio transaction policies and the other
statements concerning the Funds in the Trust's Declaration of Trust, by-laws and
registration statements under the 1940 Act and the Securities Act of 1933, as
amended (the "1933 Act"), to the provisions of the 1933 Act and the 1940 Act and
rules and regulations thereunder, to the provisions of the Internal Revenue Code
applicable to the Funds as regulated investment companies and to other
applicable law (the "Investment Policies and Restrictions"). It is understood
that the Adviser intends to enter into a portfolio management contract (a
"Subadvisory Contract") with Harris Investment Management, Inc. (the
"Subadviser"). The Subadviser or any successor to a Subadviser shall have the
responsibilities and duties set forth in Section 3 below and in its respective
Subadvisory Contract. As long as the Subadvisory Contract is in effect, the
services provided by the Adviser will be limited to the supervision and
oversight of the Subadviser's performance under the Subadvisory Contract.
(b) MONITORING SUBADVISER. The Adviser shall monitor and evaluate the
investment performance of the Subadviser; and shall monitor the investment
activities of the Subadviser to ensure compliance with the Investment Policies
and Restrictions.
(c) REPORTS AND INFORMATION. The Adviser shall furnish to the Board of
Trustees periodic reports on the investment strategy and performance of the
Funds and such additional reports and information as the Board of Trustees or
the officers of the Trust may reasonably request.
(d) CUSTOMERS OF FINANCIAL INSTITUTIONS. It is understood that the
Adviser may, but shall not be obligated to, provide, either directly or through
agents, administrative and other services with respect to shareholders who are
customers of the Adviser or its affiliates, including establishing shareholder
accounts, assisting the Trust's transfer agent with respect to recording
purchase and redemption transactions, advising shareholders about the status of
their accounts, current yield and dividends declared and such related services
as the shareholders or the Funds may request. It is further understood that the
Adviser may, but shall not be obligated to, make payments from its own resources
to other financial institutions that provide similar services to shareholders of
the Funds that are customers of such institutions. Notwithstanding the
foregoing, the Adviser shall not provide any distribution services to the Trust
that the Adviser is legally precluded from providing under the Glass-Steagall
Act or other applicable law.
(e) UNDERTAKINGS OF ADVISER. The Adviser further agrees that it will:
(i) Comply with the 1940 Act and with all applicable rules and
regulations of the Securities and Exchange Commission, the provisions of the
Internal Revenue Code relating to regulated investment companies, applicable
banking laws and regulations, and policy decisions and procedures adopted by the
Board of Trustees from time to time;
(ii) Select broker-dealers in accordance with guidelines established by
the Board of Trustees from time to time and in accordance with applicable law
(consistent with this obligation, when the execution and price offered by two or
more brokers or dealers are comparable, the Adviser may, in its discretion,
purchase and sell portfolio securities to and from brokers and dealers who
provide the Adviser with research advice and other services);
(iii) Maintain books and records with respect to the securities
transactions of the Funds; and
(iv) Treat confidentially and as proprietary information of the Trust
all records and other information relative to the Trust or to prior, present or
potential shareholders, and will not use such records or information for any
purpose other than in the performance of its responsibilities and duties
hereunder, except (A) after prior notification to and approval in writing by the
Trust, which approval shall not be unreasonably withheld, (B) when so requested
by the Trust, (C) as required by tax authorities or (D) pursuant to a judicial
request, requirement or order, provided that the Adviser takes reasonable steps
to provide the Trust with prior notice in order to allow the Trust to contest
such request, requirement or order.
(f) BOOKS AND RECORDS. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Adviser agrees that all records that 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. The Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.
(g) INDEPENDENT CONTRACTOR. The Adviser shall for all purposes herein
be deemed to be an independent contractor and not an agent of the Trust and
shall, unless otherwise expressly provided or authorized, have no authority to
act for or represent the Trust in any way.
3. SERVICES OF SUBADVISER. Subject to the overall supervision and
control of the Board of Trustees and the Adviser and pursuant to the terms of
its Subadvisory Contract, the Subadviser shall manage the investment and
reinvestment of the Funds' assets giving due consideration to the Investment
Policies and Restrictions. The Adviser shall not be responsible or liable for
the investment merits of any decision by a Subadviser to purchase, hold or sell
a security for the portfolio of a Fund.
4. EXPENSES BORNE BY TRUST. Except as otherwise provided in this
Agreement or any other contract to which the Trust is a party, the Trust shall
pay all expenses incidental to its organization, operations and business
including, without limitation: all charges of depositories, custodians,
sub-custodians and other agencies for the safekeeping and servicing of its cash,
securities and other property, and of its transfer, shareholder recordkeeping,
dividend disbursing and redemption agents, if any; all charges for equipment or
services used for obtaining price quotations; all charges for accounting
services provided to the Trust by the custodian, the Adviser or any other
provider of accounting services; all expenses of portfolio pricing, net asset
value computation and reporting portfolio information to the Adviser or
Subadviser; all charges for services of administration; all charges of
independent auditors and legal counsel; all compensation of the Trustees other
than those affiliated with any entity providing advisory or administrative
services to the Trust, and all expenses incurred in connection with their
services to the Trust; all expenses of preparing, printing and distributing
notices, proxy solicitation material and reports to shareholders of the Funds;
all expenses of meetings of shareholders; all expenses of preparation and
printing of annual or more frequent revisions of the Funds' prospectus(es) and
of supplying each then existing shareholder or beneficial owner of shares of the
Funds with a copy of such revised prospectus(es); all expenses related to
preparing and transmitting certificates representing shares of the Funds, if
any; all expenses of bond and insurance coverage required by law or deemed
advisable by the Board of Trustees; all costs of borrowing money; all taxes and
corporate fees payable to Federal, state or other governmental agencies,
domestic or foreign; all stamp or other transfer taxes; all expenses of
registering and maintaining the registration of the Trust under the 1940 Act and
of shares of the Funds under the 1933 Act, of qualifying and maintaining
qualification of the Trust and of shares of the Funds for sale under securities
laws of various states or other jurisdictions and of registration and
qualification of the Trust under all other laws applicable to the Trust or its
business activities; all payments pursuant to a plan adopted on behalf of the
Funds pursuant to Rule 12b-1 under the 1940 Act; all fees, dues and other
expenses incurred by the Trust in connection with membership of the Trust in any
trade association or other investment company organization; and extraordinary
expenses. In addition the Funds shall pay all broker's commissions and other
charges relating to the purchase and sale of portfolio securities or other
assets of the Funds.
5. ALLOCATION OF EXPENSES BORNE BY TRUST. Any expenses borne by the
Trust that are attributable solely to the organization, operation or business of
the Funds shall be paid solely out of assets of the Funds. Any expense borne by
the Trust that is not solely attributable to the Funds, nor solely to any other
portfolio of the Trust, shall be apportioned in such manner as the Trust or an
administrator for the Trust determines is fair and appropriate, or as otherwise
specified by the Board of Trustees.
6. EXPENSES BORNE BY ADVISER. The Adviser at its own expense shall
furnish personnel, office space and office facilities and equipment required to
render its services pursuant to this Agreement and shall be responsible for
payment of the fees of the Subadviser pursuant to the Subadvisory Contract (but
the Adviser shall not be responsible for any expenses such Subadviser may incur
in connection with their performance of services for the Trust).
7. COMPENSATION OF ADVISER. For the services to be rendered and the
expenses to be assumed and to be paid by the Adviser under this Agreement, the
Trust shall pay to the Adviser a fee, computed and accrued daily and payable on
the first business day of each month, at the following annual rates considered
separately on a portfolio-by-portfolio basis: 1.05% of the average daily net
assets of the International Fund; 1.00% of the average daily net assets of the
Small-Cap Opportunity Fund; 0.90% of the average daily net assets of the Growth
Fund; 0.70% of the average daily net assets of the Equity Income Fund and the
Convertible Securities Fund; 0.60% of the average daily net assets of the
Tax-Exempt Bond Fund, the Intermediate Tax-Exempt Bond Fund and the Balanced
Fund; 0.65% of the average daily net assets of the Bond Fund and the
Intermediate Government Bond Fund; and 0.15% of the average daily net assets of
the Index Fund. Such fees as are attributable to each Fund shall be a separate
charge to such Fund and shall be the several (and not joint or joint and
several) obligation of each such Fund.
8. EXPENSE LIMITATION. If for any fiscal year of the Funds the total
expenses allocated to a Fund pursuant to paragraph 5 (including fees paid to the
Adviser and any other service provider but excluding taxes, interest,
commissions and other normal charges incident to the purchase and sale of
portfolio securities, extraordinary charges such as litigation costs, and
payments pursuant to a Fund's Rule 12b-1 Plan) exceed the most restrictive
applicable limits prescribed by any state in which shares of the Fund are then
being offered for sale to the public, the Adviser agrees to reimburse the Trust
in an amount equal to such excess, provided that the Adviser shall not be
required to reimburse a Fund for any year in an amount greater than the amount
of fees received by it with respect to management of the Fund for that year. Any
such reimbursement by the Adviser, or refund by a Fund of an excess
reimbursement, shall be paid monthly on an estimated basis.
9. NON-EXCLUSIVITY. The services of the Adviser to the Trust under this
Agreement are not to be deemed exclusive and the Adviser shall be free to render
similar services to others so long as its services under this Agreement are not
impaired by such other activities.
10. STANDARD OF CARE. Neither the Adviser, nor any Subadviser, nor any
of their respective directors, officers, agents or employees shall be liable or
responsible to the Trust or its shareholders for any error of judgment, or any
loss arising out of any investment, or for any other
act or omission in the performance by the Adviser or a Subadviser of its duties
under this Agreement or a Subadvisory Contract, respectively, except for
liability resulting from willful misfeasance, bad faith or gross negligence on
the part of the Adviser or Subadviser, respectively, or from reckless disregard
by the Adviser or the Subadviser of its obligations and duties under this
Agreement or the Subadvisory Contract, respectively.
11. AMENDMENT. This Agreement may not be amended with respect to a
particular Fund without the affirmative votes (a) of a majority of the Directors
of the Trustees, including a majority of those Trustees who are not "interested
persons" of the Trust or the Adviser and (b) of a "majority of the outstanding
shares" of such Fund. The terms "interested person" and "vote of a majority of
the outstanding shares" shall be construed in accordance with their respective
definitions in Sections 2(a)(19) and 2(a)(42) of the 1940 Act and, with respect
to the latter term, in accordance with Rule 18f-2 under the 1940 Act.
12. TERMINATION. This Agreement may be terminated as to any Fund, at
any time, without payment of any penalty, by the Board of Trustees, or by a vote
of a majority of the outstanding shares of the Fund, upon at least 60 days'
written notice to the Adviser. This Agreement may be terminated by the Adviser
at any time upon at least 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its "assignment" (as defined in
Section 2(a)(4) of the 1940 Act). Unless terminated as hereinbefore provided,
this Agreement shall continue in effect with respect to a particular Fund for a
period of two years from the date hereof and thereafter from year to year only
so long as such continuance is specifically approved at least annually (a) by a
majority of those Trustees who are not interested persons of the Trust or of the
Adviser, voting in person at a meeting called for the purpose of voting on such
approval, and (b) by either the Board of Trustees or by a vote of a majority of
the outstanding shares of such Fund.
13. NON-LIABILITY OF TRUSTEES AND SHAREHOLDERS. 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.
14. NOTICE. Any notice, demand, change of address or other
communication to be given in connection with this Agreement shall be given in
writing and shall be given by personal delivery, by registered or certified mail
or by transmittal by facsimile or other electronic medium addressed to the
recipient as follows:
To the Adviser: Harris Trust and Savings Bank
111 W. Monroe Street Suite 6W
Chicago, IL 60603
Telephone: 312-461-4088
Fax: 312-293-4291
To the Trust: Harris Insight Funds Trust
Telephone:
Fax:
All notices shall be conclusively deemed to have been given on the day
of actual delivery thereof and, if given by registered or certified mail, on the
fifth business day following the deposit thereof in the mail and, if given by
facsimile or other electronic medium, on the day of transmittal thereof.
15. GOVERNING LAW. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Illinois and the laws of the United
States of America applicable to contracts executed and to be performed therein.
16. REFERENCES AND HEADINGS. In this Agreement and in any such
amendment, references to this Agreement and all expressions such as "herein,"
"hereof," and "under this Agreement" shall be deemed to refer to this Agreement
or this Agreement as amended or affected by any such amendments. Headings are
placed herein for convenience of reference only and shall not be taken as a part
hereof or control or affect the meaning, construction or effect of this
Agreement. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
Dated: February 23, 1996
HARRIS INSIGHT FUNDS TRUST
By /s/ Patricia L. Bickimer
----------------------------
Name: Patricia L. Bickimer
Title: President
ATTEST:
................................
Patricia L. Bickimer, Secretary
HARRIS TRUST AND SAVINGS BANK
By /s/ Peter P. Capaccio
----------------------------
Name: Peter P. Capaccio
Title: Senior Vice President
ATTEST:
................................
______________________, Secretary
EXHIBIT 5(a)(ii)
HARRIS INSIGHT FUNDS TRUST
60 STATE STREET, SUITE 1300
BOSTON, MA 02109
January 21, 1997
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
To Whom It May Concern:
Reference is made to the Investment Advisory Agreement between Harris
Insight Funds Trust (the "Trust") and Harris Trust and Savings Bank dated
February 23, 1996 (the "Agreement").
Pursuant to Section 1 entitled "Appointment of Adviser," this writing
is to provide notice of the addition of a new series, Harris Insight Small-Cap
Value Fund ("Small-Cap Value Fund") under the Trust. Small-Cap Value Fund is to
be considered a Fund under the Agreement and shall be subject to the provisions
of the Agreement to the same extent as the Funds named thereunder. The Trust
shall pay, on behalf of Small-Cap Value Fund, the Adviser a fee, computed and
accrued daily and payable on the first business day of each month at an annual
rate of 0.80% of the average daily net assets of Small-Cap Value Fund. Such fee
as is attributable to Small-Cap Value Fund shall be a separate charge to
Small-Cap Value Fund and shall be the several (and not joint or joint and
several) obligation of Small-Cap Value Fund.
The Trust requests that you act as Investment Adviser with respect to
Small-Cap Value Fund while continuing to act as Investment Adviser with respect
to the Funds named in the Agreement.
If the foregoing is in accordance with your understanding, please so
indicate by signing and returning to us the enclosed copy hereof.
Sincerely,
Harris Insight Funds Trust
----------------------
Richard W. Ingram
President
Accepted: Harris Trust and Savings Bank
-----------------------------
By:
EXHIBIT 5(B)(I)
PORTFOLIO MANAGEMENT CONTRACT
Harris Trust and Savings Bank (the "Adviser"), an Illinois bank and
Harris Investment Management, Inc., (the "Subadviser") a Delaware corporation
registered under the Investment Advisers Act of 1940, as amended (the "Advisers
Act"), agree as follows:
1. APPOINTMENT OF SUBADVISER. The Adviser appoints the Subadviser to
furnish investment advisory and other services to the Harris Insight Funds Trust
(the "Trust") for its Equity Income Fund, Growth Fund, Index Fund, Small-Cap
Opportunity Fund, International Fund, Balanced Fund, Convertible Securities
Fund, Bond Fund, Intermediate Government Bond Fund, Tax-Exempt Bond Fund and
Intermediate Tax-Exempt Bond Fund (the "Funds") and the Subadviser accepts that
appointment for the period and on the terms set forth below.
2. SERVICES OF SUBADVISER.
(a) INVESTMENT MANAGEMENT. Subject to the overall control of the Board
of Trustees of the Trust (the "Board of Trustees") and the Adviser, the
Subadviser shall have supervisory responsibility for the general management and
investment of the assets of the Funds giving due consideration to the investment
policies and restrictions, portfolio transaction policies and the other
statements concerning the Funds in the Trust's Declaration of Trust, by-laws and
registration statements under the Investment Company Act of 1940, as amended
(the "1940 Act"), and the Securities Act of 1933, as amended (the "1933 Act"),
to the provisions of the 1933 Act and the 1940 Act and rules and regulations
thereunder, to the provisions of the Internal Revenue Code applicable to the
Funds as regulated investment companies and to other applicable law (the
"Investment Policies and Restrictions").
(b) MONITORING SUBADVISER. The Adviser shall monitor and evaluate the
investment performance of the Subadviser; and shall monitor the investment
activities of the Subadviser to ensure compliance with the Investment Policies
and Restrictions.
(c) REPORTS AND INFORMATION. The Subadviser shall furnish to the
Adviser periodic reports on the investment strategy and performance of the Funds
and such additional reports and information as the Adviser or the Board of
Trustees or the officers of the Trust may reasonably request.
(d) UNDERTAKINGS OF SUBADVISER. The Subadviser further agrees that it
will:
(i) At all times be duly registered as an investment adviser
under the Investment Advisers Act of 1940 and be duly registered and qualified
under other securities legislation in each jurisdiction where such registration
or qualification is required, whether as portfolio manager, investment counsel
or such other category as may be required;
(ii) Comply with the 1940 Act and with all applicable rules
and regulations of the Securities and Exchange Commission, the provisions of the
Internal Revenue Code relating to regulated investment companies, applicable
banking laws and regulations, and policy decisions and procedures adopted by the
Board of Trustees from time to time;
(iii) Select broker-dealers in accordance with guidelines
established by the Board of Trustees from time to time and in accordance with
applicable law (consistent with this obligation, when the execution and price
offered by two or more brokers or dealers are comparable, the Subadviser may, in
its discretion, purchase and sell portfolio securities to and from brokers and
dealers who provide the Subadviser with research advice and other services);
(iv) Maintain books and records with respect to the securities
transactions of the Funds;
(v) Treat confidentially and as proprietary information of the
Trust all records and other information relative to the Trust or to prior,
present or potential shareholders, and will not use such records or information
for any purpose other than in the performance of its responsibilities and duties
hereunder, except (A) after prior notification to and approval in writing by the
Trust, which approval shall not be unreasonably withheld, (B) when so requested
by the Trust, (C) as required by tax authorities or (D) pursuant to a judicial
request, requirement or order, provided that the Subadviser takes reasonable
steps to provide the Trust with prior notice in order to allow the Trust to
contest such request, requirement or order.
(e) BOOKS AND RECORDS. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Subadviser agrees that all records that 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.
The Subadviser further agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1
under the 1940 Act.
(f) INDEPENDENT CONTRACTOR. The Subadviser shall for all purposes
herein be deemed to be an independent contractor and not an agent of the Trust
and shall, unless otherwise expressly provided or authorized, have no authority
to act for or represent the Trust in any way.
3. UNDERTAKINGS OF ADVISER. The Adviser will:
(a) Furnish to the Subadviser promptly a copy of each amendment to the
registration statement of the Trust under the 1940 Act and the 1933 Act and of
each prospectus and statement of additional information relating to the Fund and
any supplement thereto;
(b) Inform the principal custodian of the Funds (the "Custodian")
(currently PNC Bank, N.A.) of the appointment of the Subadviser as investment
subadviser and portfolio manager of the Funds;
(c) Instruct the Custodian to cooperate with the Subadviser in the
provision of custodial services to the Funds; and
(d) Provide the Subadviser with all information that the Subadviser may
reasonably require insofar as it relates to the custodial arrangements in
connection with this Agreement.
4. EXPENSES BORNE BY SUBADVISER. The Subadviser at its own expense
shall furnish personnel, office space and office facilities and equipment
required to render its services pursuant to this Agreement.
5. COMPENSATION OF SUBADVISER. For the services to be rendered and the
expenses to be assumed and to be paid by the Adviser under this Agreement, the
Adviser shall pay to the Subadviser a fee, computed and accrued daily and
payable on the first business day of each month, at the following annual rates
considered separately on a portfolio-by-portfolio basis: 1.05% of the average
daily net assets of the International Fund; 1.00% of the average daily net
assets of the Small-Cap Opportunity Fund; 0.90% of the average daily net assets
of the Growth Fund; 0.70% of the average daily net assets of the Equity Income
Fund and the Convertible Securities Fund; 0.60% of the average daily net assets
of the Tax-Exempt Bond Fund, the Intermediate Tax-Exempt Bond Fund and the
Balanced Fund; 0.65% of the average daily net assets of the Bond Fund and the
Intermediate Government Bond Fund; and 0.15% of the average daily net assets of
the Index Fund.
6. NON-EXCLUSIVITY. The services of the Subadviser to the Trust under
this Agreement are not to be deemed exclusive and the Subadviser shall be free
to render similar services to others so long as its services under this
Agreement are not impaired by such other activities.
7. STANDARD OF CARE. Neither the Subadviser, nor any of its directors,
officers, agents or employees shall be liable or responsible to the Trust or its
shareholders for any error of judgment, or any loss arising out of any
investment, or for any other act or omission in the performance by the
Subadviser of its duties under this Agreement, except for liability resulting
from willful misfeasance, bad faith or gross negligence on its part or from
reckless disregard of its obligations and duties under this Agreement.
8. INSPECTION. The Adviser (or any authorized agent of the Adviser as
advised in writing to the Subadviser) shall have a right to audit, inspect and
photocopy documents (and remove such photocopies) relating to investment
subadvisory and portfolio management services performed under this Agreement,
during normal business hours of the Subadviser.
9. AUTHORIZED PERSONS.
(a) The Subadviser is authorized to accept instructions and directions
with respect to this Agreement signed by any one of ______________ of the
Adviser. The Adviser will notify the Subadviser of any changes in its officers
empowered to act under this Agreement.
(b) The Adviser is authorized to accept instructions and directions
with respect to this Agreement signed by any Senior Partner or Partner of the
Subadviser. The Subadviser will notify the Adviser of any changes in its
officers empowered to act under this Agreement.
(c) The Subadviser will advise the Custodian of the names of persons
from whom the Custodian is authorized to accept instructions regarding
investment transactions.
10. USE OF SUBADVISER'S NAME AND MARKS. The Subadviser grants to the
Adviser and the Trust the right to use, in marketing, promotional and
advertising materials of the Adviser or the Trust, any registered trademarks,
logos or other marks that the Subadviser uses in advertising and publicizing
itself and its services as a portfolio manager or investment counsel. Any such
material shall be subject to the approval by the Subadviser as to form and
content prior to its use by the Adviser or the Trust. The Subadviser consents to
the disclosure, in documents relating to the Funds, of its name as the
investment sub-adviser and portfolio manager of the assets of the Funds.
11. AMENDMENT. This Agreement may not be amended with respect to a
particular Fund without the affirmative votes (a) of a majority of the Directors
of the Trustees, including a majority of those Trustees who are not "interested
persons" of the Trust, the Adviser or the Subadviser and (b) of a "majority of
the outstanding shares" of such Fund. The terms "interested person" and "vote of
a majority of the outstanding shares" shall be construed in accordance with
their respective definitions in Sections 2(a)(19) and 2(a)(42) of the 1940 Act
and, with respect to the latter term, in accordance with Rule 18f-2 under the
1940 Act.
12. TERMINATION. This Agreement may be terminated as to any Fund, at
any time, without payment of any penalty, by the Board of Trustees, or by a vote
of a majority of the outstanding shares of the Fund, upon at least 60 days'
written notice to the Adviser. This Agreement may be terminated by the Adviser
at any time upon at least 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its "assignment" (as defined in
Section 2(a)(4) of the 1940 Act). Unless terminated as hereinbefore provided,
this Agreement shall continue in effect with respect to a particular Fund for a
period of two years from the date hereof and thereafter from year to year only
so long as such continuance is specifically approved at least annually (a) by a
majority of those Trustees who are not interested persons of the Trust, the
Adviser or the Subadviser, voting in person at a meeting called for the purpose
of voting on such approval, and (b) by either the Board of Trustees or by a vote
of a majority of the outstanding shares of such Fund.
13. NOTICE. Any notice, demand, change of address or other
communication to be given in connection with this Agreement shall be given in
writing and shall be given by personal delivery, by registered or certified mail
or by transmittal by facsimile or other electronic medium addressed to the
recipient as follows:
To the Subadviser: Harris Investment Management, Inc.
190 S. LaSalle 4th Floor
Chicago, IL 60603
Telephone: 312-461-7699
Fax: 312-461-6268
To the Adviser: Harris Trust and Savings Bank
111 W. Monroe 6W
Chicago, IL 60603
Telephone: 312-461-4088
Fax: 312-293-4291
To the Trust: Harris Insight Funds Trust
Telephone:
Fax:
All notices shall be conclusively deemed to have been given on the day
of actual delivery thereof and, if given by registered or certified mail, on the
fifth business day following the deposit thereof in the mail and, if given by
facsimile or other electronic medium, on the day of transmittal thereof.
14. THIRD PARTY BENEFICIARIES. This Agreement is intended for the
benefit of the Trust, which shall have all rights against the Subadviser as
would pertain to it if this Agreement were directly between the Trust and the
Subadviser.
15. GOVERNING LAW. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Illinois and the laws of the United
States of America applicable to contracts executed and to be performed therein.
16. REFERENCES AND HEADINGS. In this Agreement and in any such
amendment, references to this Agreement and all expressions such as "herein,"
"hereof," and "under this Agreement" shall be deemed to refer to this Agreement
or this Agreement as amended or affected by any such amendments. Headings are
placed herein for convenience of reference only and shall not be taken as a part
hereof or control or affect the meaning, construction or effect of this
Agreement. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
Dated: February 23, 1996
HARRIS TRUST AND SAVINGS BANK
By /s/ Peter P. Capaccio
-----------------------------
Name: Peter P. Capaccio
----------------------
Title: Senior Vice President
----------------------
ATTEST:
.................................
______________________, Secretary
HARRIS INVESTMENT MANAGEMENT, INC.
By /s/ W.O. Leszinske
-----------------------------
Name: W.O. Leszinske
----------------------
Title:
ATTEST:
.................................
______________________, Secretary
EXHIBIT 5(b)(ii)
HARRIS INSIGHT FUNDS TRUST
60 STATE STREET, SUITE 1300
BOSTON, MA 02109
January 21, 1997
Harris Investment Management, Inc.
190 South LaSalle Street
Chicago, Illinois 60603
To Whom It May Concern:
Reference is made to the Portfolio Management Agreement on behalf of
Harris Insight Funds Trust (the "Trust") between Harris Trust and Savings Bank
and Harris Investment Management, Inc. dated February 23, 1996 (the
"Agreement").
Pursuant to Section 1 entitled "Appointment of Subadviser," this
writing is to provide notice of the addition of a new series, Harris Insight
Small-Cap Value Fund ("Small-Cap Value Fund") under the Trust. Small-Cap Value
Fund is to be considered a Fund under the Agreement and shall be subject to the
terms set forth thereunder unless otherwise provided herein. For services to be
rendered and all expenses to be assumed and to be paid by the Adviser, the
Adviser shall pay to the Portfolio Management Agent a fee, computed and accrued
daily and payable on the first business day of each month, at the annual rate
considered separately on a portfolio basis of 0.80% of the average daily net
assets of Small-Cap Value Fund.
The Trust requests that you act as Portfolio Management Agent with
respect to Small-Cap Value Fund while continuing to act as Portfolio Management
Agent with respect to the Funds named in the Agreement.
If the foregoing is in accordance with your understanding, please so
indicate by signing and returning to us the enclosed copy hereof.
Sincerely,
Harris Insight Funds Trust
--------------------------
Richard W. Ingram
President
Accepted: Harris Investment Management, Inc.
-------------------------
By:
EXHIBIT 6(A)
DISTRIBUTION AGREEMENT
This Distribution Agreement is made as of this 23rd day of February,
1996 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
February 23, 1997. 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 "assigmuent. " (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: /s/ Patricia L. Bickimer
--------------------------
Attest:
FUNDS DISTRIBUTOR, INC.
By: /s/ Marie E. Connolly
--------------------------
Attest:
EXHIBIT 6(B)
HARRIS INSIGHT FUNDS TRUST
60 STATE STREET, SUITE 1300
BOSTON, MA 02109
January 21, 1997
Funds Distributor, Inc.
60 State Street, Suite 1300
Boston, MA 02109
To Whom It May Concern:
Reference is made to the Distribution Agreement between Harris Insight
Funds Trust and Funds Distributor, Inc. ("FDI") dated February 23, 1996 (the
"Distribution Agreement") and the Sub-Administration Agreement on behalf of the
Trust between Harris Trust and Savings Bank and FDI dated July 1, 1996 (the
"Sub-Administration Agreement," and collectively the "Agreements").
This writing is to provide notice of the addition of a new series,
Harris Insight Small-Cap Value Fund ("Small-Cap Value Fund") under the Trust.
Small-Cap Value Fund is to be considered a Fund under the Distribution Agreement
and on Schedule A to the Sub-Administration Agreement and shall be subject to
the terms set forth under the Agreements unless otherwise provided herein. FDI
shall be compensated for services rendered under the Distribution Agreement as
contained therein and for services rendered under the Sub-Administration
Agreement as is consistent with the Fee Letter Agreement dated July 1, 1996.
The Trust requests that you act as Distributor and Sub-Administration
Agent with respect to Small-Cap Value Fund while continuing to act as
Distributor and Sub-Administration Agent with respect to the Funds named in the
Distribution Agreement and in Exhibit A to the Sub-Administration Agreement.
If the foregoing is in accordance with your understanding, please so
indicate by signing and returning to us the enclosed copy hereof.
Sincerely,
Harris Insight Funds Trust
/s/ Richard W. Ingram
--------------------------
Richard W. Ingram
President
Accepted: Funds Distributor, Inc.
/s/ John E. Pelletier
------------------------
By: John E. Pelletier
EXHIBIT 8(A)
CUSTODIAN SERVICES AGREEMENT
THIS AGREEMENT is made as of February 23, 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").
WITNESSETH:
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
toneither 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:/s/ Sam Sparhawk, IV
-------------------------
Title: Vice President
---------------------
Harris Insight Funds Trust
By: /s/ Patricia L. Bickimer
------------------------
Title: President
---------------------
AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
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EXHIBIT 8(B)
HARRIS INSIGHT FUNDS TRUST
60 STATE STREET, SUITE 1300
BOSTON, MA 02109
January 21, 1997
PNC Bank, N.A.
Broad & Chestnut Streets
Philadelphia, Pennsylvania 19103
To Whom It May Concern:
Reference is made to the Custodian Services Agreement between Harris
Insight Funds Trust and PNC Bank, N.A. ("PNC") dated February 23, 1996 (the
"Agreement").
This writing is to provide notice of the addition of a new series,
Harris Insight Small-Cap Value Fund ("Small-Cap Value Fund") under the Trust.
Small-Cap Value Fund is to be considered a Fund pursuant to the Agreement and
shall be subject to the terms set forth thereunder. PNC shall be compensated for
services rendered under the Agreement as is consistent with the Fee Letter
Agreement dated July 1, 1996.
Harris Insight Funds Trust requests that you act as Custodian with
respect to Small-Cap Value Fund while continuing to act as Custodian on behalf
of the other Funds of the Trust.
If the foregoing is in accordance with your understanding, please so
indicate by signing and returning to us the enclosed copy hereof.
Sincerely,
Harris Insight Funds Trust
/s/ Richard W. Ingram
--------------------------
Richard W. Ingram
President
Accepted: PNC Bank, N.A.
/s/ Thomas J. Ryan
-----------------------
By: Thomas J. Ryan
EXHIBIT 9(a)(i)
TRANSFER AGENCY SERVICES AGREEMENT
THIS AGREEMENT is made as of July 1, 1996 by and between HARRIS TRUST
AND SAVINGS BANK, an Illinois corporation ("Harris"), and THE HARRIS INSIGHT
FUNDS TRUST, a Massachusetts business trust (the "Trust").
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 Trust wishes to retain Harris 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 Harris 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 Trust and any other
person duly authorized by the Trust's Board of Trustees to give Oral
Instructions and Written Instructions on behalf of the Trust and listed on the
Authorized Persons Appendix attached hereto and made a part hereof or any
amendment thereto
as may be received by Harris. An Authorized Person's scope of authority may be
limited by the Trust 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 Harris
from an Authorized Person or from a person reasonably believed by Harris 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 Trust.
(i) "Written Instructions" mean written instructions signed by an
Authorized Person and received by Harris. The instructions may be delivered by
hand, mail, tested telegram, cable, telex or facsimile sending device.
2. APPOINTMENT. The Trust hereby appoints Harris to serve as transfer
agent, registrar, dividend disbursing agent and shareholder servicing agent to
the Trust in accordance with the terms set forth in this Agreement. Harris
accepts such appointment and agrees to furnish such services.
3. DELIVERY OF DOCUMENTS. The Trust has provided or, where applicable,
will provide Harris with the following:
(a) Certified or authenticated copies of the resolutions of the
Trust's Board of Trustees, approving the appointment of Harris
or its affiliates to provide services to the Trust and
approving this Agreement;
(b) A copy of the Trust's most recent effective registration
statement;
(c) A copy of the advisory agreement with respect to each
investment Portfolio of the Trust (each, a Portfolio);
(d) A copy of the distribution agreement with respect to each class
of Shares of the Trust;
(e) A copy of each Portfolio's administration agreements if Harris
is not providing the Portfolio with such services;
(f) Copies of any shareholder servicing agreements made in respect
of the Trust 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. Harris 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 Harris hereunder. Except as specifically set forth
herein, Harris assumes no responsibility for such compliance by the Trust or any
of its investment portfolios.
5. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, Harris shall act
only upon Oral Instructions and Written Instructions.
(b) Harris shall be entitled to rely upon any Oral Instructions and
Written Instructions it receives from an Authorized Person (or from a person
reasonably believed by Harris
to be an Authorized Person) pursuant to this Agreement. Harris may assume that
any Oral Instruction 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 Trust's Board of Trustees or of
the Trust's shareholders, unless and until Harris receives Written Instructions
to the contrary.
(c) The Trust agrees to forward to Harris Written Instructions
confirming Oral Instructions so that Harris 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 Harris
shall in no way invalidate the transactions or enforceability of the
transactions authorized by the Oral Instructions. Where Oral Instructions or
Written Instructions reasonably appear to have been received from an Authorized
Person, Harris shall incur no liability to the Trust in acting upon such Oral
Instructions or Written Instructions provided that Harris's actions comply with
the other provisions of this Agreement.
6. RIGHT TO RECEIVE ADVICE.
(a) Advice of the Trust. If Harris is in doubt as to any action it
should or should not take, Harris may request directions or advice, including
Oral Instructions or Written Instructions, from the Trust.
(b) Advice of Counsel. If Harris shall be in doubt as to any
question of law pertaining to any action it should or should not take, Harris
may request advice at its own cost from such counsel of its own choosing (who
may be counsel for the Trust, the Trust's investment adviser or Harris, at the
option of Harris).
(c) Conflicting Advice. In the event of a conflict between
directions, advice or Oral Instructions or Written Instructions Harris receives
from the Trust, and the advice it receives from counsel, Harris may rely upon
and follow the advice of counsel. In the event Harris so relies on the advice of
counsel, Harris remains liable for any action or omission on the part of Harris
which constitutes willful misfeasance, bad faith, negligence or reckless
disregard by Harris of any duties, obligations or responsibilities set forth in
this Agreement.
(d) Protection of Harris. Harris shall be protected in any action it
takes or does not take in reliance upon directions, advice or Oral Instructions
or Written Instructions it receives from the Trust or from counsel and which
Harris believes, in good faith, to be consistent with those directions, advice
or Oral Instructions or Written Instructions. Nothing in this section shall be
construed so as to impose an obligation upon Harris (i) to seek such directions,
advice or Oral Instructions or Written Instructions, or (ii) to act in
accordance with such directions, advice or Oral Instructions or Written
Instructions unless, under the terms of another provision of this Agreement, the
same is a condition of Harris's properly taking or not taking such action.
Nothing in this subsection shall excuse Harris when an action or omission on the
part of Harris constitutes willful misfeasance, bad faith, negligence or
reckless disregard by Harris of any duties, obligations or responsibilities set
forth in this Agreement.
7. RECORDS; VISITS. The books and records pertaining to the Trust,
which are in the possession or under the control of
Harris, shall be the property of the Trust. Such books and records shall be
prepared and maintained as required by the 1940 Act and other applicable
securities laws, rules and regulations. The Trust and Authorized Persons shall
have access to such books and records at all times during Harris's normal
business hours. Upon the reasonable request of the Trust, copies of any such
books and records shall be provided by Harris to the Trust or to an Authorized
Person, at the Trust's expense.
8. CONFIDENTIALITY. Harris agrees to keep confidential all records of
the Trust and information relating to the Trust and its shareholders, unless the
release of such records or information is otherwise consented to, in writing, by
the Trust. The Trust agrees that such consent shall not be unreasonably withheld
and may not be withheld where Harris 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. Harris shall cooperate with the
Trust'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 Trust.
10. DISASTER RECOVERY. Harris 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. In the
event of equipment failures, Harris shall, at no additional expense to the
Trust, exercise its best efforts in good faith to minimize service
interruptions. Harris 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 Harris's own willful misfeasance, bad
faith, negligence or reckless disregard of its duties or obligations under this
Agreement.
11. COMPENSATION. As compensation for services rendered by Harris
during the term of this Agreement, the Trust will pay to Harris a fee or fees as
may be agreed to from time to time in writing by the Trust and Harris.
12. INDEMNIFICATION. The Trust agrees to indemnify and hold harmless
Harris 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 reasonable attorneys' fees and disbursements, arising
directly or indirectly from any action or omission to act which Harris takes (i)
at the request or on the direction of or in reliance on the advice of the Trust
or (ii) upon Oral Instructions or Written Instructions. Harris shall not,
however, be indemnified against any liability (or any expenses incident to such
liability) arising out of Harris's or its affiliates' own willful misfeasance,
bad faith, negligence or reckless disregard of its duties and obligations under
this Agreement.
13. RESPONSIBILITY OF HARRIS.
(a) Harris shall be under no duty to take any action on behalf of
the Trust except as specifically set forth herein or as may be specifically
agreed to by Harris in writing. Harris 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. Harris shall be liable for any damages arising out of
Harris's failure to perform its duties under this Agreement to the extent such
damages arise out of Harris's willful misfeasance, bad faith, negligence or
reckless disregard of such duties.
(b) Without limiting the generality of the foregoing or of any other
provision of this Agreement, (i) Harris, shall not be liable for losses beyond
its control, provided that Harris has acted in accordance with the standard of
care set forth above; and (ii) Harris 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 Instruction or Written Instruction, notice
or other instrument which conforms to the applicable requirements of this
Agreement, and which Harris reasonably believes to be genuine; or (B) subject to
Section 10, delays or errors or loss of data occurring by reason of
circumstances beyond Harris'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,
Harris shall not be liable to the Trust for any consequential, special or
indirect losses or damages which the Trust may incur or suffer by or as a
consequence of Harris's performance of the services provided hereunder, whether
or not the likelihood of such losses or damages was known by Harris or its
affiliates.
14. DESCRIPTION OF SERVICES
(a) Services Provided on an Ongoing Basis, If Applicable.
(i) Furnish state-by-state registration reports to the Trust;
(ii) Calculate sales load, if any, or compensation payment, if
applicable, and provide such information to the Trust;
(iii) Calculate dealer commissions, if any, for the Trust, if
applicable;
(iv) Calculate 12b-1 payments;
(v) Maintain proper shareholder registrations;
(vi) Review new applications and correspond with shareholders
to complete or correct information;
(vii) Direct payment processing of checks or wires;
(viii) Prepare and certify stockholder lists in conjunction with
proxy solicitations;
(ix) Countersign share certificates;
(x) Prepare and mail to shareholders confirmation of
activity;
(xi) Provide toll-free lines for direct shareholder use, plus
customer liaison staff for on-line inquiry response;
(xii) Mail duplicate confirmations to broker-dealers of their
clients' activity, whether executed through the
broker-dealer or directly with Harris;
(xiii) Provide periodic shareholder lists and statistics to the
clients;
(xiv) Provide detailed data for underwriter/broker
confirmations;
(xv) Prepare periodic mailing of year-end tax and statement
information;
(xvi) Notify on a timely basis the administrator, investment
adviser, accounting agent, and custodian of fund
activity; and
(xvii) Perform other participating broker-dealer shareholder
services as may be agreed upon from time to time.
(b) Services Provided by Harris Under Oral Instructions or Written
Instructions.
(i) Accept and post daily Trust 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. Harris shall issue and credit an account of
an investor, in the manner described in the Trust'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 Trust's custodian.
(d) Redemption of Shares. Harris shall redeem Shares only if that
function is properly authorized by the certificate of incorporation or
resolution of the Trust's Board of Trustees. Shares shall be redeemed and
payment therefor shall be made in accordance with the Trust's prospectus, when
the recordholder tenders Shares in proper form and directs the method of
redemption. If the recordholder has not directed that redemption proceeds be
wired, when the Custodian provides Harris 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 Harris of a redemption desired by a customer, and
the Custodian provides Harris with funds, Harris 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
Trust's Board of Trustees authorizing the declaration and payment of dividends
and distributions, Harris shall issue dividends and distributions declared by
the Trust in Shares, or, upon shareholder election, pay such dividends and
distributions in cash, if provided for in the Trust'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.
Harris
shall mail to the Trust's shareholders such tax forms and other information, or
permissible substitute notice, relating to dividends and distributions paid by
the Trust as are required to be filed and mailed by applicable law, rule or
regulation.
Harris 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 Trust to its shareholders as required by tax or
other law, rule or regulation.
(f) Shareholder Account Services.
(i) Harris 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) Harris may arrange, in accordance with the prospectus, for
a shareholder's:
- Exchange of Shares for shares of another fund with which
the Trust 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, Harris shall mail all communications by the Trust to its
shareholders, including:
(i) Reports to shareholders;
(ii) Confirmations of purchases and sales of Trust shares;
(iii) Monthly or quarterly statements;
(iv) Dividend and distribution notices;
(v) Proxy material; and
(vi) Tax form information.
In addition, Harris will receive and tabulate the proxy cards for
the meetings of the Trust's shareholders.
(h) Records. Harris 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. Harris 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 Harris; and
(ii) Completion of a release and indemnification agreement
signed by the shareholder to protect Harris and its
affiliates.
(j) Shareholder Inspection of Stock Records. Upon a request from any
Trust shareholder to inspect stock records, Harris will notify the Trust and the
Trust will issue instructions granting or denying each such request. Unless
Harris has acted contrary to the Trust's instructions, the Trust agrees to and
does hereby, release Harris from any liability for refusal of permission for a
particular shareholder to inspect the Trust's stock records.
(k) Withdrawal of Shares and Cancellation of Certificates. Upon
receipt of Written Instructions, Harris shall cancel outstanding certificates
surrendered by the Trust to reduce the total amount of outstanding shares by the
number of shares surrendered by the Trust.
(k) In providing for any or all of the services in section 14
hereof, and in satisfaction or its obligations to provide such services, Harris
may enter into agreements with one or more other persons to provide such
services to the Trust, provided that any such agreement shall have been approved
by the Board of Trustees of the Trust and provided further that Harris shall be
as fully responsible to the Trust for the acts and
omissions of any such service providers as it would be for its own acts or
omissions hereunder.
15. DURATION AND TERMINATION. This Agreement shall continue until
terminated by the Trust or by Harris 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 Harris, at 111
West Monroe Street, Chicago, IL 60690; (b) if to the Trust, at One Exchange
Place, Tenth Floor, Boston, Massachusetts 02109 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. Subject to approval by the Trust's Board of
Trustees, Harris may assign its rights and delegate its duties hereunder to any
wholly-owned direct or indirect subsidiary of Harris Bankcorp, Inc., provided
that (i) Harris gives the Trust sixty (60) days' prior written notice; (ii) the
delegate (or assignee) agrees with the Trust and Harris to comply with all
relevant provisions of the 1940 Act; (iii)
Harris remains responsible for the performance of its duties hereunder by such
delegate (or assignee); (iv) the delegate (or assignee) possesses expertise
comparable to or greater than that of Harris in providing the services required
hereunder; and (v) Harris and such delegate (or assignee) promptly provide such
information as the Trust or Harris may request, and respond to such questions as
the Trust or Harris 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.
HARRIS TRUST AND SAVINGS BANK
By: /s/ Peter P. Capaccio
-------------------------
Title: Senior Vice President
----------------------
THE HARRIS INSIGHT FUNDS TRUST
By: /s/ Richard W. Ingram
--------------------------
Title: President
-----------------------
EXHIBIT A
---------
THIS EXHIBIT A, dated as of July 1, 1996, is Exhibit A to that certain
Transfer Agency Services Agreement dated as of July 1, 1996 between Harris Trust
Savings Bank and The 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
AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
Peter P. Capaccio /s/ Peter P. Cappacio
---------------------
Lynn M. Gannon /s/ Lynn M. Gannon
------------------
Ishwar D. Gupta /s/ Ishwar D. Gutpa
-------------------
Donald G. Coxe /s/ Donald G. Coxe
------------------
Thomas M. Corkill /s/ Thomas M. Corkill
---------------------
James E. Depies /s/ James E. Depies
-------------------
William O. Leszinske /s/ William O. Leszinske
------------------------
Douglas G. Madigan /s/ Douglas G. Madigan
----------------------
Daniel L. Sido /s/ Daniel L. Sido
------------------
Laura D. Alter /s/ Laura D. Alter
------------------
Kathleen Bramlage /s/ Kathleen Bramlage
---------------------
Fred Duda /s/ Fred Duda
-------------
Randall T. Royther /s/ Randall T. Royther
----------------------
Maureen Svagera /s/ Maureen Svagera
-------------------
EXHIBIT 9(a)(ii)
HARRIS INSIGHT FUNDS TRUST
60 State Street, Suite 1300
Boston, MA 02109
January 21, 1997
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
To Whom It May Concern:
Reference is made to the notice provisions of the following agreements
on behalf of Harris Insight Funds Trust (the "Trust"): the Sub-Administration
and Accounting Services Agreement between Harris Trust and Savings Bank
("Harris") and PFPC Inc. ("PFPC") dated July 1, 1996; the Sub-Transfer Agency
Services Agreement between Harris and PFPC dated July 1, 1996; the Portfolio
Management Agreement between Harris and Harris Investment Management, Inc. dated
February 23, 1996; the Sub-Administration Agreement between Harris and Funds
Distributor Inc. dated July 1, 1996; the Transfer Agency Agreement between
Harris and the Trust dated July 1, 1996; and the Administration Agreement
between Harris and the Trust dated July 1, 1996 (each an "Agreement," and
collectively, the "Agreements").
This writing is to provide notice of the addition of a new series,
Harris Insight Small-Cap Value Fund ("Small-Cap Value Fund") under the Trust.
Small-Cap Value Fund is to be considered a Fund under each Agreement or to
Exhibit A, if applicable, and shall be subject to the terms set forth under the
Agreements unless otherwise provided herein. Harris shall be compensated for
services rendered under Agreements as is consistent with the particular
agreement, or the Fee Letter Agreement dated July 1, 1996, whichever applicable.
The Trust requests that you act in the capacity of Administrator and
Transfer Agent with respect to Small-Cap Value Fund while continuing to act as
Administrator and Transfer Agent with respect to the Funds named in the
Agreements or to Exhibits A to the Agreements, if applicable.
If the foregoing is in accordance with your understanding, please so
indicate by signing and returning to us the enclosed copy hereof.
Sincerely,
Harris Insight Funds Trust
-----------------------------
Richard W. Ingram
President
Accepted: Harris Trust and Savings Bank
-----------------------------
By:
EXHIBIT 9(b)(i)
SUB-TRANSFER AGENCY SERVICES AGREEMENT
--------------------------------------
THIS AGREEMENT is made as of July 1, 1996 by and among HARRIS TRUST AND
SAVINGS BANK, an Illinois corporation ("Harris") and PFPC INC., a Delaware
corporation ("PFPC").
W I T N E S S E T H:
WHEREAS, Harris Insight Funds Trust, a Massachusetts business trust
(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, Harris has entered into a Transfer Agency Services Agreement
dated July 1, 1996, with the Trust (the "Transfer Agency Services Agreement"),
concerning the provision of services as transfer agent, registrar, dividend
disbursing agent and shareholder servicing agent to its investment portfolios;
WHEREAS, Harris wishes to retain PFPC to serve as sub-transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent to the
Trust's 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 Trust and any other
person duly authorized by the Trust's Board of Trustees to give Oral
Instructions and Written Instructions on behalf of the Trust 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 Trust 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 Trust.
(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. Harris hereby appoints PFPC to serve as sub-transfer
agent, registrar, dividend disbursing agent and shareholder servicing agent to
the Portfolios 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 Trust or Harris has provided or, where
applicable, will provide PFPC with the following:
(a) Certified or authenticated copies of the resolutions of the
Board of Trustees, approving the appointment of PFPC or its
affiliates to provide services to the Trust and approving this
Agreement;
(b) A copy of the Trust's most recent effective registration
statement;
(c) A copy of the advisory agreement with respect to each
Portfolio;
(d) A copy of the distribution agreement with respect to each class
of Shares of the Trust;
(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 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 Instructions and Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instructions 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 Instruction 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 Trust's Board of Trustees or of the Trust's shareholders,
unless and until PFPC receives Written Instructions to the contrary.
(c) The Trust will 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 Instructions or Written Instructions
reasonably appear to have been received from an Authorized Person, PFPC shall
incur no liability to Harris in acting upon such Oral Instructions 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
Instructions or Written Instructions, from Harris.
(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 Harris or PFPC, at the
option of PFPC).
(c) Conflicting Advice. In the event of a conflict between
directions, advice or Oral Instructions or Written Instructions PFPC receives
from Harris, 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, 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 Instructions
or Written Instructions it receives from Harris or from counsel and which PFPC
believes, in good faith, to be consistent with those directions, advice or Oral
Instructions 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 Instructions or Written Instructions, or (ii) to act in accordance with
such directions, advice or Oral Instructions or Written Instructions unless,
under the terms of another provision 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, 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 Trust,
which are in the possession or under the control of PFPC, shall be the property
of the Trust. Such books and records
shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws, rules and regulations. The Trust 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 Harris or the Trust,
copies of any such books and records shall be provided by PFPC to Harris or the
Trust or to an Authorized Person, at the Trust's expense.
8. CONFIDENTIALITY. PFPC agrees to keep confidential all records of the
Trust and information relating to the Trust and its shareholders, unless the
release of such records or information is otherwise consented to, in writing, by
Harris. Harris 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 Trust'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 Trust.
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. In the
event of equipment failures, PFPC shall, at no additional expense to Harris,
exercise its best efforts in good faith 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, 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, Harris will pay to PFPC a fee or fees as may be
agreed to from time to time in writing by Harris and PFPC.
12. INDEMNIFICATION. Harris agrees to indemnify and hold harmless PFPC
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 reasonable 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 Harris or
(ii) upon Oral Instructions or Written Instructions. PFPC shall not, however, 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,
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
Harris or any Portfolio 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, 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 Instruction 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, PFPC
shall not be liable to Harris, the Trust or any Portfolio for any consequential,
special or indirect losses or damages which Harris may incur or suffer by or as
a consequence of PFPC's 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 administrator, 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 Instructions or Written
Instructions.
(i) Accept and post daily Portfolio 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 Trust'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 Trust's Board of Trustees. Shares shall be redeemed and
payment therefor shall be made in accordance with the Trust's prospectus, when
the recordholder tenders Shares in proper form and directs the method of
redemption. 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
Trust's Board of Trustees authorizing the declaration and payment of dividends
and distributions, PFPC shall issue dividends and distributions declared by the
Trust in Shares, or, upon shareholder election, pay such dividends and
distributions in cash, if provided for in the Trust'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 Trust's shareholders such tax forms and other
information, or permissible substitute notice, relating to dividends and
distributions paid by the Trust 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 Trust 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 Trust 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 Trust to its
shareholders, including:
(i) Reports to shareholders;
(ii) Confirmations of purchases and sales of Trust 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 Trust'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
Trust shareholder to inspect stock records, PFPC
will notify Harris and Harris will issue instructions granting or denying each
such request. Unless PFPC has acted contrary to Harris's instructions, Harris
agrees to and does hereby, release PFPC from any liability for refusal of
permission for a particular shareholder to inspect the Trust's stock records.
(k) Withdrawal of Shares and Cancellation of Certificates. Upon
receipt of Written Instructions, PFPC shall cancel outstanding certificates
surrendered by the Trust to reduce the total amount of outstanding shares by the
number of shares surrendered by the Trust.
15. DURATION AND TERMINATION. This Agreement shall continue until
terminated by Harris 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 Harris, at Harris Trust
and Savings Bank, 111 West Monroe Street, Chicago, Illinois 60690, Attention:
Peter P. Capaccio, Senior Vice President, with a copy to the Trust at One
Exchange Place, Tenth Floor, Boston, Massachusetts 02109; 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 Harris
ninety (90) days' prior written notice; (ii) the delegate (or assignee) agrees
with PFPC and Harris to comply with all relevant provisions of the 1940 Act;
(iii) PFPC remains responsible for the performance of its duties hereunder by
such delegate (or assignee); (iv) the delegate (or assignee) possesses expertise
comparable to or greater than that of PFPC in providing the services required
hereunder; and (v) PFPC and such delegate (or assignee) promptly provide such
information as Harris or the Trust may request, and respond to such questions as
Harris or the Trust 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.
HARRIS TRUST AND SAVINGS BANK
By: /s/ Peter P. Capaccio
--------------------------
Title: Senior Vice President
-----------------------
PFPC INC.
By: /s/ Robert J. Perlsweig
---------------------------
Title: Executive Vice President
------------------------
EXHIBIT A
---------
THIS EXHIBIT A, dated as of July 1, 1996, is Exhibit A to that certain
Sub-Transfer Agency Services Agreement dated as of July 1, 1996 between HARRIS
TRUST AND SAVINGS BANK and PFPC INC.
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
AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
Peter P. Capaccio /s/ Peter P. Cappacio
---------------------
Lynn M. Gannon /s/ Lynn M. Gannon
------------------
Ishwar D. Gupta /s/ Ishwar D. Gutpa
-------------------
Donald G. Coxe /s/ Donald G. Coxe
------------------
Thomas M. Corkill /s/ Thomas M. Corkill
---------------------
James E. Depies /s/ James E. Depies
-------------------
William O. Leszinske /s/ William O. Leszinske
------------------------
Douglas G. Madigan /s/ Douglas G. Madigan
----------------------
Daniel L. Sido /s/ Daniel L. Sido
------------------
Laura D. Alter /s/ Laura D. Alter
------------------
Kathleen Bramlage /s/ Kathleen Bramlage
---------------------
Fred Duda /s/ Fred Duda
-------------
Randall T. Royther /s/ Randall T. Royther
----------------------
Maureen Svagera /s/ Maureen Svagera
-------------------
EXHIBIT 9(B)(II)
HARRIS INSIGHT FUNDS TRUST
60 STATE STREET, SUITE 1300
BOSTON, MA 02109
January 21, 1997
PFPC Inc.
103 Bellevue Parkway
Wilmington, Delaware 19809
To Whom It May Concern:
Reference is made to the Sub-Administration and Accounting Services
Agreement on behalf of Harris Insight Funds Trust (the "Trust") between Harris
Trust and Savings Bank and PFPC Inc. ("PFPC") dated July 1, 1996 and to the
Sub-Transfer Agency Services Agreement between Harris Trust and Savings Bank and
PFPC dated July 1, 1996 (each an "Agreement," and collectively the
"Agreements").
This writing is to provide notice of the addition of a new series,
Harris Insight Small-Cap Value Fund ("Small-Cap Value Fund") under the Trust.
Small-Cap Value Fund is to be considered a Fund under Exhibit A of each
Agreement and shall be subject to the terms set forth under the Agreements
unless otherwise provided herein. PFPC shall be compensated for services
rendered under the Agreements as is consistent with the Fee Letter Agreement
dated July 1, 1996.
The Trust requests that you act in the capacity of Sub-Administrator
and Accounting Services Agent and Transfer Agent with respect to Small-Cap Value
Fund while continuing to act as Sub-Administrator and Accounting Services Agent,
and Transfer Agent with respect to the Funds named in Exhibits A to the
Agreements.
If the foregoing is in accordance with your understanding, please so
indicate by signing and returning to us the enclosed copy hereof.
Sincerely,
Harris Insight Funds Trust
/s/ Richard W. Ingram
----------------------
Richard W. Ingram
President
Accepted: PFPC Inc.
/s/ Thomas J. Ryan
----------------------
By: Thomas J. Ryan
EXHIBIT 9(C)(I)
ADMINISTRATION AGREEMENT
AGREEMENT made as of the 1st day of July, 1996 by and between
Harris Insight Funds Trust, a Massachusetts business trust (the "Trust"), on its
own behalf and on behalf of each of the Funds listed on Schedule A, as such
Schedule shall be amended from time to time (each, a "Fund," together, the
"Funds"), and Harris Trust & Savings Bank, an Illinois Corporation (the
"Administrator").
WITNESSETH:
WHEREAS, the Trust is registered as an open-end diversified
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Trust, on behalf of each individual Fund, and the
Administrator are also parties to Advisory Contracts (the "Advisory Contracts")
pursuant to which Harris Trust & Savings Bank will serve as investment adviser
(the "Investment Adviser") to the Funds; and
WHEREAS, the Trust desires to retain the Administrator to
render or otherwise provide for administrative services in the manner and on the
terms and conditions hereafter set forth; and
WHEREAS, the Administrator desires to be so retained on said
terms and conditions.
NOW, THEREFORE, in consideration of the promises and the
mutual covenants hereinafter contained, the Trust and the Administrator agree as
follows:
1. Appointment and Acceptance. The Trust hereby appoints Harris Trust &
Savings Bank to act as Administrator of the Funds, subject to the supervision
and direction of the Board of Trustees of the Trust, as hereinafter set forth.
The Administrator hereby accepts such appointment and agrees to furnish or cause
to be furnished the services contemplated by this Agreement.
2. Duties of the Administrator.
(a) The Administrator shall perform or arrange for the
performance of the following administrative and clerical services: (i) maintain
and preserve the books and records, including financial and corporate records,
of the Trust as required by law or otherwise for the proper operation of the
Trust; (ii) prepare and, subject to approval by the Trust, file registration
statements, notices, reports, tax returns and other documents required by U.S.
Federal, state and other applicable laws and regulations (other than state "blue
sky" laws), including proxy materials and periodic reports to Fund shareholders,
oversee the preparation and filing of registration statements, notices, reports
and other documents required by state "blue sky" laws, and oversee the
monitoring of sales of shares of the Funds for compliance with state securities
laws; (iii) calculate and publish the net asset value of each Fund's shares;
(iv) calculate dividends and distributions and performance data, and prepare
other financial information regarding the Trust; (v) oversee and assist in the
coordination of, and, as the Board may reasonably request or deem appropriate,
make reports and recommendations to the Board on, the performance of
administrative and professional services rendered to the Funds by others,
including the custodian, registrar, transfer agent and dividend disbursing
agent, shareholder servicing agents, accountants, attorneys, underwriters,
brokers and dealers, corporate fiduciaries, insurers, banks and such other
persons in any such other capacity deemed to be necessary or desirable; (vi)
furnish corporate secretarial services to the Trust, including, without
limitation, preparation of materials necessary in connection with meetings of
the Trust's Board of Trustees, including minutes, notices of meetings, agendas
and other Board materials; (vii) provide the Trust with the services of an
adequate number of persons competent to perform the administrative and clerical
functions described herein; (viii) provide the Trust with administrative office
and data processing facilities; (ix) arrange for payment of each Fund's
expenses; (x) provide routine accounting services to the Funds, and consult with
the Trust's officers, independent accountants, legal counsel, custodian,
accounting agent and transfer and dividend disbursing agent in establishing the
accounting policies of the Trust; (xi) prepare such financial information and
reports as may be required by any banks from which the Trust borrows funds;
(xii) develop and implement procedures to monitor each Fund's compliance with
regulatory requirements and with each Fund's investment policies and
restrictions as set forth in
each Fund's currently effective Prospectus and Statement of Additional
Information filed under the Securities Act of 1933, as amended; (xiii) arrange
for the services of persons who may be appointed as officers of the Trust,
including the President, Vice Presidents, Treasurer, Secretary and one or more
assistant officers; and (xiv) provide such assistance to the Investment Adviser,
the custodian, other Trust service providers and the Fund counsel and auditors
as generally may be required to carry on properly the business and operations of
the Trust. The Trust agrees to cause the portfolio management agent to deliver
to the Administrator, on a timely basis, such information as may be necessary or
appropriate for the Administrator's performance of its duties and
responsibilities hereunder, including but not limited to, shareholder reports,
records of transactions, valuations of investments (which may be based on
information provided by a pricing service) and records of expenses borne by each
Fund, and the Administrator shall be entitled to rely on the accuracy and
completeness of such information in performing its duties hereunder.
Notwithstanding anything to the contrary herein contained, the Trust, and not
the Administrator, shall be responsible for and bear the cost of any third party
pricing services and any third party blue sky services.
(b) In providing for any or all of the services listed in
section 2(a) hereof, and in satisfaction of its obligations to provide such
services, the Administrator may enter into agreements with one or more other
persons to provide such services to the Trust, provided that any such agreement
shall have been approved by the Board of Trustees of the Trust, and provided
further that the Administrator shall be as fully responsible to the Funds for
the acts and omissions of any such service providers as it would be for its own
acts or omissions hereunder.
(c) All activities of the Administrator shall be conducted in
accordance with the Trust's Declaration of Trust, By-laws and prospectus, under
the supervision and direction of the Board of Trustees, and in conformity with
the 1940 Act and other applicable federal and state securities laws and
regulations.
3. Expenses of the Administrator. The Administrator assumes the
expenses of and shall pay for maintaining the staff and personnel necessary to
perform its obligations under this Agreement, and shall at its own expense
provide office space, facilities, equipment and the necessary personnel which it
is obligated to provide under section 2 hereof, except that the Trust shall pay
the expenses of legal counsel and accountants. In addition, the Administrator
shall be
responsible for the payment of any persons engaged pursuant to section 2(b)
hereof. The Trust shall assume and pay or cause to be paid all other expenses of
the Funds.
4. Compensation of the Administrator. For the services provided to the
Trust and each Fund by the Administrator pursuant to this Agreement, each Fund
shall pay the Administrator for its services, a fee in accordance with the terms
set forth in the Fee Letter Agreement dated as of July 1, 1996 relating to
services to be provided to the Trust and HT Insight Funds, Inc. d/b/a Harris
Insight Funds, a Maryland Corporation (the "Company"), and executed by the
Trust, the Company, the Administrator, Funds Distributor, Inc. (the
sub-administrator), PFPC, Inc. (the sub-administrator and accounting services
agent) and PNC Bank, N.A. (the custodian), as the same may be amended from time
to time.
5. Limitation of Liability of the Administrator; Indemnification. The
Administrator shall not be liable to the Trust or any Fund for any error of
judgment or mistake of law or for any loss arising out of any act or omission by
the Administrator, or any persons engaged pursuant to section 2(b) hereof,
including officers, agents and employees of the Administrator and its
affiliates, in the performance of its duties hereunder. Nothing herein contained
shall be construed to protect the Administrator against any liability to the
Trust, a Fund, or shareholders to which the Administrator shall otherwise be
subject by reason of willful misfeasance, bad faith, or negligence in the
performance of its duties, or reckless disregard of its obligations and duties
hereunder.
6. Activities of the Administrator. The services of the Administrator
under this Agreement are not to be deemed exclusive, and the Administrator and
any person controlled by or under common control with the Administrator shall be
free to render similar services to others and services to the Trust in other
capacities.
7. Duration and Termination of this Agreement.
(a) This Agreement shall become effective as of the date first
above written and shall continue in effect with respect to each Fund for a
period of two (2) years from the date hereof, and thereafter from year to year
so long as such continuation is specifically approved at least annually by the
Board of Trustees of the Trust, including a majority of the Trustees who are not
"interested persons" of the Trust within the meaning of the 1940 Act and who
have no direct or indirect interest in this Agreement; provided, however, that
this Agreement may be terminated
at any time without the payment of any penalty, on behalf of any or all of the
Funds, by the Trust, by the Board or, with respect to any Fund, by "vote of a
majority of the outstanding voting securities" (as defined in the 1940 Act) of
that Fund, or by the Administrator on not less than 60 days' written notice to
the other party. This Agreement shall automatically terminate in the event of
its "assignment" as defined in the 1940 Act.
(b) The Administrator hereby agrees that the books and records
prepared hereunder with respect to the Trust are the property of the Trust and
further agrees that upon the termination of this Agreement or otherwise upon
request the Administrator will surrender promptly to the Trust copies of the
books and records maintained or required to be maintained hereunder, including
in such machine-readable form as agreed upon by the parties, in accordance with
industry practice, where applicable.
8. Amendments of this Agreement. This Agreement may be amended by the
parties hereto only if such amendment is specifically approved by the Board of
Trustees of the Trust and such amendment is set forth in a written instrument
executed by each of the parties hereto.
9. Governing Law. The provisions of this Agreement shall be construed
and interpreted in accordance with the laws of the State of Illinois as at the
time in effect and the applicable provisions of the 1940 Act. To the extent that
the applicable law of the State of Illinois, or any provisions herein, conflict
with the applicable provisions of the 1940 Act, the latter shall control.
10. Counterparts. This Agreement may be executed by the parties hereto
in counterparts and if so executed, the separate instruments shall constitute
one agreement.
11. Notices. All notices or other communications hereunder to either
party shall be in writing and shall be deemed to be received on the earlier date
of the date actually received or on the fourth day after the postmark if such
notice is mailed first class postage prepaid. Notice shall be addressed: (a) if
to the Administrator, to the attention of: Peter P. Capaccio, Senior Vice
President, Harris Trust & Savings Bank, 111 West Monroe Street, Chicago, IL
60603; or (b) if to the Trust, to the attention of: President, Harris Insight
Funds Trust, One Exchange Place, Tenth Floor, Boston, MA 02109 or at such other
address as either party may designate by written notice to the other. Notice
shall also be deemed sufficient if given by telex, telecopier,
telegram or similar means of same day delivery (with a confirming copy by mail
as provided herein).
12. Separate Funds. This Agreement shall be construed to be made by the
Trust as a separate agreement with respect to each Fund, and under no
circumstances shall the rights, obligations or remedies with respect to a
particular Fund be deemed to constitute a right, obligation or remedy applicable
to any other Fund.
13. Entire Agreement. This Agreement constitutes the entire agreement
of the parties with respect to the subject matter hereof and supersedes any
prior arrangements, agreements or understandings.
14. Limitation of Liability. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
HARRIS INSIGHT FUNDS TRUST
By: /s/ Richard W. Ingram
--------------------------
Name: Richard W. Ingram
--------------------------
Title:President
--------------------------
HARRIS TRUST & SAVINGS BANK
By: /s/ Peter P. Capaccio
--------------------------
Name: Peter P. Capaccio
--------------------------
Title:Senior Vice President
--------------------------
Dated: July 1, 1996
SCHEDULE A
TO THE AGREEMENT
BETWEEN
HARRIS INSIGHT FUNDS TRUST
AND
HARRIS TRUST & SAVINGS BANK
NAME OF FUND
- ------------
HARRIS INSIGHT FUNDS TRUST
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 Intermediate Tax-Exempt Bond Fund
Harris Insight Tax-Exempt Bond Fund
HARRIS INSIGHT FUNDS TRUST
By: /s/ Richard W. Ingram
-------------------------
Name: Richard W. Ingram
-------------------------
Title: President
-------------------------
HARRIS TRUST & SAVINGS BANK
By: /s/ Peter P. Capaccio
-------------------------
Name: Peter P. Capaccio
-------------------------
Title: Senior Vice President
-------------------------
EXHIBIT 9(c)(ii)
HARRIS INSIGHT FUNDS TRUST
60 STATE STREET, SUITE 1300
BOSTON, MA 02109
January 21, 1997
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
To Whom It May Concern:
Reference is made to the notice provisions of the following agreements
on behalf of Harris Insight Funds Trust (the "Trust"): the Sub-Administration
and Accounting Services Agreement between Harris Trust and Savings Bank
("Harris") and PFPC Inc. ("PFPC") dated July 1, 1996; the Sub-Transfer Agency
Services Agreement between Harris and PFPC dated July 1, 1996; the Portfolio
Management Agreement between Harris and Harris Investment Management, Inc. dated
February 23, 1996; the Sub-Administration Agreement between Harris and Funds
Distributor Inc. dated July 1, 1996; the Transfer Agency Agreement between
Harris and the Trust dated July 1, 1996; and the Administration Agreement
between Harris and the Trust dated July 1, 1996 (each an "Agreement," and
collectively, the "Agreements").
This writing is to provide notice of the addition of a new series,
Harris Insight Small-Cap Value Fund ("Small-Cap Value Fund") under the Trust.
Small-Cap Value Fund is to be considered a Fund under each Agreement or to
Exhibit A, if applicable, and shall be subject to the terms set forth under the
Agreements unless otherwise provided herein. Harris shall be compensated for
services rendered under Agreements as is consistent with the particular
agreement, or the Fee Letter Agreement dated July 1, 1996, whichever applicable.
The Trust requests that you act in the capacity of Administrator and
Transfer Agent with respect to Small-Cap Value Fund while continuing to act as
Administrator and Transfer Agent with respect to the Funds named in the
Agreements or to Exhibits A to the Agreements, if applicable.
If the foregoing is in accordance with your understanding, please so
indicate by signing and returning to us the enclosed copy hereof.
Sincerely,
Harris Insight Funds Trust
--------------------------
Richard W. Ingram
President
Accepted: Harris Trust and Savings Bank
-----------------------------
By:
EXHIBIT 9(D)(I)
SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of July 1, 1996 by and between HARRIS TRUST
AND SAVINGS BANK, an Illinois corporation ("Harris"), and PFPC INC., a Delaware
corporation ("PFPC"), which is an indirect wholly owned subsidiary of PNC Bank
Corp.
W I T N E S S E T H :
WHEREAS, Harris has entered into an Administration Agreement dated July
1, 1996, with Harris Insight Funds Trust, a Massachusetts business trust (the
"Trust") (the "Administration Agreement"), concerning the provision of
administrative services to the 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 collectively, the "Portfolios"), subject to Board of
Trustee approval;
WHEREAS, Harris has also entered into a Sub-Administration Agreement
dated July 1, 1996, with Funds Distributor, Inc. ("FDI"), whereby FDI shall
perform certain administration services with respect to shares of the
Portfolios;
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, Harris wishes to retain PFPC to provide sub-administration and
accounting services to the Trust's investment Portfolios and PFPC wishes to
furnish such services.
NOW, THEREFORE, in consideration of the premises and the 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 Trust and any other
person duly authorized by the Trust's Board of Trustees to give Oral
Instructions and Written Instructions on behalf of the Trust 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 Trust 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 Law" means 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 Trust.
(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. Harris hereby appoints PFPC to provide
sub-administration and accounting services to the each of the Portfolios, 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 Trust or Harris has provided or, where
applicable, will provide PFPC with the following:
(a) certified or authenticated copies of the resolutions of
the Trust's Board of Trustees, approving the
appointment of PFPC or its affiliates to provide services
to each Portfolio and approving this Agreement;
(b) a copy of the Trust's most recent effective registration
statement;
(c) a copy of each Portfolio's advisory agreement or
agreements;
(d) a copy of the distribution agreement with respect to each
class of Shares representing an interest in a Portfolio;
(e) a copy of any additional administration agreement with
respect to a Portfolio;
(f) a copy of any shareholder servicing agreement made in
respect of the Trust 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 Trust or any Portfolio.
5. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, PFPC shall act
only upon Oral Instructions and Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instructions
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 Instruction 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 Trust's Board of Trustees or of the Trust's shareholders,
unless and until PFPC receives Written Instructions to the contrary.
(c) Harris will cause the Trust 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 Instructions or Written Instructions reasonably appear to have been
received from an Authorized Person, PFPC shall incur no liability to Harris in
acting upon such Oral Instructions 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 Trust. If PFPC is in doubt as to any action
it should or should not take, PFPC may request directions or advice, including
Oral Instructions or Written Instructions, from Harris.
(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 Harris or PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between
directions, advice or Oral Instructions or Written Instructions PFPC receives
from Harris and the advice PFPC 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
Instructions or Written Instructions it receives from Harris or from counsel and
which PFPC believes, in good faith, to be consistent with those directions,
advice and Oral Instructions 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 Instructions or Written Instructions, or (ii) to act
in accordance with such directions, advice or Oral Instructions or Written
Instructions unless, under the terms of another provision 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.
(a) The books and records pertaining to the Trust and the
Portfolios which are in the possession or under the control of PFPC shall be the
property of the Trust. Such books and records shall be prepared and maintained
as required by the 1940 Act and other applicable securities laws, rules and
regulations. The Trust 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 Harris or the Trust, copies of any such books and records
shall be provided by PFPC to Harris or the Trust or to an Authorized Person, at
the Trust's expense.
(b) PFPC shall keep the following records:
(i) all books and records with respect to each
Portfolio's books of account;
(ii) records of each Portfolio's securities
transactions;
(iii)all other books and records as PFPC is required
to maintain pursuant to Rule 3la-1 of the 1940
Act in connection with the services provided
hereunder.
8. CONFIDENTIALITY. PFPC agrees to keep confidential all records of the
Trust and information relating to the Trust and its shareholders, unless the
release of such records or information is otherwise consented to, in writing, by
Harris. Harris 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. LIAISON WITH ACCOUNTANTS. PFPC shall act as liaison with the Trust's
independent public accountants and shall provide account analyses, fiscal year
summaries, and other audit-related schedules with respect to each Portfolio.
PFPC shall take all reasonable action in the performance of its duties under
this Agreement to assure that the necessary information is made available to
such accountants for the expression of their opinion, as required by the Trust.
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. In the
event of equipment failures, PFPC shall, at no additional expense to Harris,
exercise its best efforts in good faith 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 Harris, on behalf of each Portfolio, will pay to
PFPC a fee or fees as may be agreed to in writing by Harris and PFPC.
12. INDEMNIFICATION. Harris agrees to indemnify and hold harmless PFPC
from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, liabilities arising under the Securities Laws
and any state or foreign securities and blue sky laws, and amendments thereto),
and expenses, including reasonable 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 Harris or
(ii) upon Oral Instructions or Written Instructions. PFPC shall not, however, be
indemnified against any liability (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.
13. RESPONSIBILITY OF PFPC.
(a) PFPC shall be under no duty to take any action on behalf
of Harris or any Portfolio 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 liable for (A) the validity or invalidity or authority or lack thereof of any
Oral Instruction 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, PFPC shall not be liable to Harris, the Trust or to any Portfolio for
any consequential, special or indirect losses or damages which the Trust or any
Portfolio may incur or suffer by or as a consequence of PFPC's performance of
the services provided hereunder, whether or not the likelihood of such losses or
damages was known by PFPC.
14. DESCRIPTION OF ACCOUNTING SERVICES ON A CONTINUOUS BASIS.
PFPC will perform the following accounting services with respect to
each Portfolio:
(i) Journalize investment, capital share and
income and expense activities;
(ii) Verify investment buy/sell trade tickets
when received from the investment
adviser or portfolio management agent
for a Portfolio (the "Adviser") and
transmit trades to the Trust'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
of the Trust with the Custodian, and
provide the Adviser with the beginning
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) Monitor the expense accruals and notify
an officer of the Trust 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;
(xiii) Obtain security market quotes from
independent pricing services approved by
the 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 daily
portfolio valuation to the Adviser;
(xv) Compute net asset value;
(xvi) As appropriate, compute yields, total
return, expense ratios, portfolio
turnover rate, and, if required,
portfolio average dollar-weighted
maturity; and
(xvii) Prepare a monthly financial statement,
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.
15. Description of Sub-Administration Services on a Continuous Basis.
PFPC will perform the following sub-administration services
with respect to each Portfolio:
(i) Prepare quarterly broker security
transactions summaries;
(ii) Prepare monthly security transaction
listings;
(iii) Supply various normal and customary
Portfolio and Trust statistical data as
requested on an ongoing basis;
(iv) Prepare for execution and file the
Trust's Federal and state tax returns;
(v) Prepare and file the Trust's Semi-Annual
Reports with the SEC on Form N-SAR;
(vi) Prepare and file with the SEC the
Trust's annual and semi-annual
shareholder reports;
(vii) Assist in the preparation of
registration statements and other
filings relating to the registration of
Shares;
(viii) Monitor each Portfolio's status as a
regulated investment company under
Sub-chapter M of the Internal Revenue
Code of 1986, as amended;
(ix) Coordinate contractual relationships and
communications between the Trust and its
contractual service providers; and
(x) Monitor and maintain the Trust's
compliance with the amounts and
conditions of each state qualification.
16. DURATION AND TERMINATION. This Agreement shall continue until
terminated by either party on sixty (60) days' prior written notice to the other
party.
17. NOTICES. All notices and other communications, including Written
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. 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. Notices shall be addressed
(a) if to PFPC, at 400 Bellevue Parkway, Wilmington, Delaware 19809; (b) if to
Harris at Harris Trust and Savings Bank, 111 West Monroe Street, Chicago,
Illinois 60690, Attention: Peter P. Capaccio, Senior Vice President, with a copy
to the Trust, at One Exchange Place, Tenth Floor, Boston, Massachusetts 02109;
or (c) if to neither of the foregoing, at such other address as shall have been
provided by like notice to the sender of any such notice or other communication
by the other party.
18. AMENDMENTS. This Agreement, or any term thereof, may be changed or
waived only by written amendment, signed by the party against whom enforcement
of such change or waiver is sought.
19. 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 Harris
ninety (90) days' prior written notice; (ii) the delegate (or assignee) agrees
with PFPC and Harris to comply with all relevant provisions of the 1940 Act;
(iii) PFPC remains responsible for the performance of its duties hereunder by
such delegate (or assignee); (iv) the delegate (or assignee) possesses expertise
comparable to or greater than that
of PFPC in providing the services required hereunder; and (v) PFPC and such
delegate (or assignee) promptly provide such information as Harris or the Trust
may request, and respond to such questions as Harris or the Trust may ask,
relative to the delegation (or assignment), including (without limitation) the
capabilities of the delegate (or assignee).
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. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
22. 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: /s/ Stephen M. Wyman
--------------------------
Title: Executive Vice President
--------------------------
HARRIS TRUST AND SAVINGS BANK
By: /s/ Peter P. Capaccio
--------------------------
Title: Senior Vice President
--------------------------
EXHIBIT A
---------
THIS EXHIBIT A, dated as of July 1, 1996, is Exhibit A to that certain
Sub-Administration and Accounting Services Agreement dated as of July 1, 1996
between PFPC INC. and HARRIS TRUST AND SAVINGS BANK.
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
AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
Peter P. Capaccio /s/ Peter P. Cappacio
---------------------
Lynn M. Gannon /s/ Lynn M. Gannon
------------------
Ishwar D. Gupta /s/ Ishwar D. Gutpa
-------------------
Donald G. Coxe /s/ Donald G. Coxe
------------------
Thomas M. Corkill /s/ Thomas M. Corkill
---------------------
James E. Depies /s/ James E. Depies
-------------------
William O. Leszinske /s/ William O. Leszinske
------------------------
Douglas G. Madigan /s/ Douglas G. Madigan
----------------------
Daniel L. Sido /s/ Daniel L. Sido
------------------
Laura D. Alter /s/ Laura D. Alter
------------------
Kathleen Bramlage /s/ Kathleen Bramlage
---------------------
Fred Duda /s/ Fred Duda
-------------
Randall T. Royther /s/ Randall T. Royther
----------------------
Maureen Svagera /s/ Maureen Svagera
-------------------
EXHIBIT 9(D)(II)
HARRIS INSIGHT FUNDS TRUST
60 STATE STREET, SUITE 1300
BOSTON, MA 02109
January 21, 1997
PFPC Inc.
103 Bellevue Parkway
Wilmington, Delaware 19809
To Whom It May Concern:
Reference is made to the Sub-Administration and Accounting Services
Agreement on behalf of Harris Insight Funds Trust (the "Trust") between Harris
Trust and Savings Bank and PFPC Inc. ("PFPC") dated July 1, 1996 and to the
Sub-Transfer Agency Services Agreement between Harris Trust and Savings Bank and
PFPC dated July 1, 1996 (each an "Agreement," and collectively the
"Agreements").
This writing is to provide notice of the addition of a new series,
Harris Insight Small-Cap Value Fund ("Small-Cap Value Fund") under the Trust.
Small-Cap Value Fund is to be considered a Fund under Exhibit A of each
Agreement and shall be subject to the terms set forth under the Agreements
unless otherwise provided herein. PFPC shall be compensated for services
rendered under the Agreements as is consistent with the Fee Letter Agreement
dated July 1, 1996.
The Trust requests that you act in the capacity of Sub-Administrator
and Accounting Services Agent and Transfer Agent with respect to Small-Cap Value
Fund while continuing to act as Sub-Administrator and Accounting Services Agent,
and Transfer Agent with respect to the Funds named in Exhibits A to the
Agreements.
If the foregoing is in accordance with your understanding, please so
indicate by signing and returning to us the enclosed copy hereof.
Sincerely,
Harris Insight Funds Trust
/s/ Richard W. Ingram
--------------------------
Richard W. Ingram
President
Accepted: PFPC Inc.
/s/ Thomas J. Ryan
----------------------
By: Thomas J. Ryan
EXHIBIT 9(E)(I)
SUB-ADMINISTRATION AGREEMENT
SUB-ADMINISTRATION AGREEMENT made this 1st day of July, 1996 between Harris
Trust & Savings Bank ("Harris"), an Illinois corporation, and Funds Distributor,
Inc. ("FDI"), a Massachusetts corporation.
WHEREAS, Harris has entered into an Administration Agreement, dated July 1,
1996, with HT Insight Funds, Inc. d/b/a Harris Insight Funds (the "Company"), a
Maryland corporation and Harris has entered into an Administration Agreement,
dated July 1, 1996, with Harris Insight Funds Trust (the "Trust"), a
Massachusetts business trust (collectively, the "Administration Agreements"),
concerning the provision of administrative services for those certain investment
portfolios of the Company and Trust identified on Schedule A hereto, as such
Schedule shall be amended from time to time (each, a "Fund," together, the
"Funds"). The Company and the Trust are collectively referred to herein as the
"Companies";
WHEREAS, Harris has also entered into a Sub-Administration and Accounting
Services Agreement, dated July 1, 1996, with PFPC, Inc. ("PFPC"), whereby PFPC
shall perform certain administration and transfer agency services with respect
to the Shares of the Funds;
WHEREAS, Harris desires to retain FDI to assist it in performing certain
administrative services with respect to the Companies, and shares of the common
stock or beneficial interest (the "Shares") of the Funds and FDI is willing to
perform such services on the terms and conditions set forth in this Agreement;
WHEREAS, in furtherance of FDI's duties and responsibilities as set forth
herein, one or more employees of Harris (who shall be registered with the
National Association of Securities Dealers ("NASD") as representatives of FDI),
shall be based in the Harris office in Chicago (such Harris employees shall
hereinafter be referred to as a "Registered Representative");
NOW THEREFORE, in consideration of the mutual agreements herein contained, the
parties agree as follows:
1. Appointment and Acceptance. Harris hereby appoints FDI to act as
Sub-Administrator of the Funds in accordance with the terms set forth in this
Agreement. FDI hereby accepts such appointment and agrees to furnish the
services contemplated by the Agreement.
2. Services Provided by FDI. FDI will assist Harris by providing to each of the
Companies and Funds the services as listed in Exhibit A.
3. Services Provided by Harris. In furtherance of the responsibilities under
this Agreement Harris will:
(a) Cause the Companies' other service providers to furnish any and all
information and assist FDI in taking any other actions that may be
reasonably necessary in connection with FDI providing those services
listed in Exhibit A;
(b) Cause the Companies' blue sky administrator to monitor sales of the
Shares to assure compliance with applicable state securities laws;
(c) Report or cause the Companies' transfer agent to provide
sales-related complaints to FDI and consult with FDI concerning the
manner in which such complaints will be addressed;
(d) Cause the Companies' transfer agent to give necessary information
for the preparation of quarterly reports in a form satisfactory to FDI
regarding Rule 12b-1 fees, front-end sales loads, back-end sales loads,
if applicable, and other data regarding sales and sales loads as
required by the Investment Company Act of 1940, as amended (the "1940
Act"), or as requested by the Board of Directors or Board of Trustees
of each Fund (collectively, the "Boards");
(e) Cause the Companies' transfer agent to provide FDI with all
necessary historical information so that FDI can calculate the maximum
sales charges payable by the Companies pursuant to Article III, Section
26 of the Rules of Fair Practice of the NASD and the actual sales
charges paid by each Fund, if applicable; and cause the Companies'
transfer agent to provide such information in a form satisfactory to
FDI no less often than monthly for every Fund and on a more frequent
basis for any Fund, where applicable;
(f) Support or cause the Companies' transfer agent to support the
servicing of shareholders and, in connection therewith, provide or
cause the Companies' transfer agent to provide one or more persons
during normal business hours to respond to telephone questions
concerning the Companies' shareholders' accounts;
(g) Provide FDI with copies of, or access to, any documents that FDI
may reasonably request in connection with the services contemplated by
this Agreement and notify FDI as soon as possible of any matter
materially affecting the services to be provided by FDI under this
Agreement;
(h) Report to FDI, to the extent that Harris is aware (except that
Harris shall not report to FDI any information available in the general
public domain), any and all actions or inactions by any Registered
Representative or securities dealers, financial institutions and other
industry professionals such as investment advisers and estate planning
firms that have entered into agreements with FDI for the solicitation
of Shares (collectively referred to herein as "Selling Broker-Dealers")
relating to the Shares that constitute a (i) failure to comply with the
terms of any selling agreements, (ii) violation of any applicable laws
of any governmental authorities, including the NASD's Rules of Fair
Practice, or (iii) violation of any other agreements or procedures with
which such Selling Broker-Dealer is required to comply; and
(i) (i) Submit the form of confirmation statement to be used for sale
of the Shares to FDI for its approval and provide or cause to be
provided to customers of the Selling Broker-Dealers ("Customers") and
to the Selling Broker-Dealers such confirmations of all transactions in
the Shares as may be required by the Securities Exchange Act of 1934
(the "1934 Act") and the selling agreements, and (ii) use reasonable
efforts to monitor the Fund's transfer agent in its preparation and
mailing of such confirmations regarding the sales of the Shares and
report to FDI any deficiencies of which Harris is aware in the transfer
agent's performance of such activities.
4. Compensation; Reimbursement of Expenses. Harris shall pay to FDI, for its
services, a fee in accordance with the terms set forth in the Fee Letter
Agreement dated as of July 1, 1996 relating to services to be provided to the
Companies, and executed by FDI, Harris and PFPC, Inc., as the same may be
amended from time to time.
5. Effective Date and Term. This Agreement shall become effective with respect
to each Fund as of the date first written above. This Agreement will continue
for an initial two-year term and will continue thereafter so long as such
continuance is specifically approved at least annually (i) by the Companies'
Boards or (ii) by a vote of a majority (as defined in the 1940 Act) of the
Shares of the Funds, provided that in either event its continuance also is
approved by a majority of the Boards' members who are not "interested persons"
(as defined in said Act) of any party to this Agreement and who have no direct
or indirect financial interest in this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This Agreement is
terminable with respect to any Fund, without penalty, on not less than sixty
days' notice, by that Fund's Board, by vote of a majority (as defined in the
1940 Act) of the outstanding voting securities of such Fund. This Agreement
shall terminate automatically in the event of its "assignment" (as defined in
the 1940 Act). This Agreement may be terminated by either party, on not less
than 60 days written notice, or upon any material breach of this Agreement by
the other party. If FDI ceases to be the Sub-Administrator of any Fund before
the fifth anniversary of the date the Fund began its investment activities,
Harris shall reimburse FDI an amount equal to the number resulting from
multiplying that Fund's total unamortized organizational expenses by a fraction,
the numerator of which is equal to the number of initial shares redeemed by FDI
or its affiliate and the denominator of which is equal to the number of initial
shares still outstanding as of the date of such redemption, as long as the
administrative position of the staff of the Securities and Exchange Commission
requires FDI to reimburse that Fund such amount. (Initial shares shall mean the
shares purchased by FDI or an affiliate to provide the initial seed capital to a
Fund pursuant to Section 14 of the 1940 Act.)
6. Standard of Care and Indemnification.
(a) Harris will indemnify and hold harmless FDI, its officers, employees
and agents and any persons who control FDI (together "FDI and its
employees") and hold each of them harmless from any losses, claims, damages
or liabilities, or actions in respect thereof, to which FDI and its
employees may become subject, including amounts paid in settlement with the
prior written consent of Harris, insofar as such losses, claims, damages or
liabilities, or actions in
respect thereof, arise out of or result from the failure of Harris to
comply with the terms of this Agreement;
Harris will reimburse FDI and its employees for reasonable legal or other
expenses reasonably incurred by FDI and its employees in connection with
investigating or defending against any such loss, claim, damage, liability
or action. Harris shall not be liable to FDI for any action taken or
omitted by FDI in bad faith, with willful misfeasance or gross negligence,
or with reckless disregard by FDI of its obligations and duties hereunder.
The indemnities in this Section shall, upon the same terms and conditions,
extend to and inure to the benefit of each of the employees of FDI that
serve as officers or directors of the Fund and to each of the directors and
officers of FDI and any person controlling FDI within the meaning of
Section 15 of the Securities Act of 1933 ("1933 Act") or Section 20 of the
1934 Act.
(b) FDI will indemnify and hold harmless Harris, its officers, employees
and agents and any persons who control Harris (together "Harris and its
employees") and hold each of them harmless from any losses, claims, damages
or liabilities, or actions in respect thereof, to which Harris and its
employees may become subject, including amounts paid in settlement with the
prior written consent of FDI, insofar as such losses, claims, damages or
liabilities, or actions in respect thereof, arise out of or result from the
failure of FDI to comply with the terms of this Agreement;
FDI will reimburse Harris for reasonable legal or other expenses reasonably
incurred by Harris in connection with investigating or defending against
any such loss, claim, damage, liability or action. FDI shall not be liable
to Harris for any action taken or omitted by Harris in bad faith, with
willful misfeasance or gross negligence, or with reckless disregard by
Harris of its obligations and duties hereunder. The indemnities in this
Section shall, upon the same terms and conditions, extend to and inure to
the benefit of each of the directors and officers of Harris and any person
controlling Harris within the meaning of Section 15 for the 1933 Act or
Section 20 of the 1934 Act.
(c) The obligation to indemnify and provide contribution pursuant to this
Section 6 shall survive the termination of this Agreement.
7. Record Retention and Confidentiality. FDI shall keep and maintain on behalf
of each Fund all books and records which the Companies and FDI are, or may be,
required to keep and maintain in connection with the services to be provided
hereunder pursuant to any applicable statutes, rules and regulations, including
without limitation Rules 31a-1 and 31a-2 under the 1940 Act. FDI further agrees
that all such books and records shall be the property of the Companies and to
make such books and records available for inspection by the Companies, by
Harris, or by the Securities and Exchange Commission at reasonable times and
otherwise to keep confidential all books and records and other information
relative to the Companies and its shareholders; except when requested to divulge
such information by duly-constituted authorities or court process; provided,
however, that upon receiving notice to divulge any such information which is not
in the opinion of FDI or its counsel clearly required to be disclosed by the
1940 Act and the rules and regulations thereunder, FDI shall promptly provide
notice to the Boards of the
Companies and shall cooperate with the Companies' efforts, if any, to contest
the request to divulge such information.
8. Rights of Ownership. All computer programs and procedures developed to
perform the services to be provided by FDI under this Agreement are the property
of FDI. All records and other data except such computer programs and procedures
are the exclusive property of the Companies and all such other records and data
will be furnished to Harris and/or the Companies in machine-readable form as
agreed upon by the parties in accordance with industry practice as soon as
practicable after termination of this Agreement for any reason.
9. Return of Records. FDI may at its option at any time, and shall promptly upon
the demand of Harris and/or the Companies, turn over to Harris and/or the
Companies, in such machine-readable form as agreed upon by the parties in
accordance with industry practice, and cease to retain FDI's files, records and
documents created and maintained by FDI pursuant to this Agreement so long as
FDI shall be able to retain photocopies of such documents to the extent needed
by FDI in the performance of its services or for its legal protection. If not so
turned over to Harris and/or the Companies, such documents and records will be
retained by FDI for six years from the end of the fiscal year of the Fund for
which they were created. At the end of such six-year period, such records and
documents will be turned over to Harris and/or the Companies unless the
Companies authorize in writing the destruction of such records and documents.
10. Representations of Harris. Harris represents and warrants to FDI that this
Agreement has been duly authorized by Harris and, when executed and delivered by
Harris, will constitute a legal, valid and binding obligation of Harris,
enforceable against Harris in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.
11. Representations of FDI. FDI represents and warrants that this Agreement has
been duly authorized by FDI and, when executed and delivered by FDI, will
constitute a legal, valid and binding obligation of FDI, enforceable against FDI
in accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights and
remedies of creditors and secured parties.
12. Notices. All notices or other communications hereunder to either party shall
be in writing and shall be deemed sufficient if mailed to Harris at the
following address: Harris Trust & Savings Bank, 111 West Monroe Street, Chicago,
IL 60603, Attention: Peter P. Capaccio, Senior Vice President; and to FDI at the
following address: 60 State Street, Suite 1300, Boston, MA 02109, Attention:
President with a copy to General Counsel or at such other address as such party
may designate by written notice to the other, or in either case if sent by
telex, telecopier, telegram or similar means of same day delivery (with a
confirming copy by mail as provided herein).
13. Headings. Paragraph headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
14. Assignment. This Agreement and the rights and duties hereunder shall not be
assignable by either of the parties hereto except by the specific written
consent of the other party.
15. Governing Law. This Agreement shall be governed by and provisions shall be
construed in accordance with the laws of The Commonwealth of Massachusetts.
16. Counterparts. This Agreement may be executed by the parties hereto in
counterparts and if so executed, the separate instruments shall constitute one
agreement.
17. Entire Agreement. This Agreement constitutes the entire agreement of the
parties with respect to the subject matter hereof and supersedes any prior
arrangements, agreements or understandings.
18. Amendments of this Agreement. This Agreement may be amended by the parties
hereto only if such amendment is specifically approved by the Boards of the
Companies and such amendment is set forth in a written instrument executed by
each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed all as of the day and year first above written.
HARRIS TRUST & SAVINGS BANK
By: /s/ Peter P. Capaccio
---------------------------
Name: Peter P. Cappacio
---------------------------
Title: Senior Vice President
---------------------------
FUNDS DISTRIBUTOR, INC.
By: /s/ John E. Pelletier
---------------------------
Name: John E. Pelletier
---------------------------
Title: Senior Vice President and
General Counsel
---------------------------
Dated: July 1, 1996
SCHEDULE A
TO THE AGREEMENT
BETWEEN
HARRIS TRUST & SAVINGS BANK AND
FUNDS DISTRIBUTOR, INC.
NAME OF FUND
HT INSIGHT FUNDS, INC.
Harris Insight Equity Fund
Harris Insight Short/Intermediate Bond Fund
Harris Insight Government Money Market Fund
Harris Insight Money Market Fund
Harris Insight Tax-Exempt Money Market Fund
Harris Insight Convertible Fund
Harris Insight Hemisphere Free Trade Fund
HARRIS INSIGHT FUNDS TRUST
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 Intermediate Tax-Exempt Bond Fund
Harris Insight Tax-Exempt Bond Fund
HARRIS TRUST & SAVINGS BANK
By: /s/ Peter P. Capaccio
--------------------------
Name: Peter P. Capaccio
--------------------------
Title: Senior Vice President
--------------------------
FUNDS DISTRIBUTOR, INC.
By: /s/ John E. Pelletier
--------------------------
Name: John E. Pelletier
--------------------------
Title: Senior Vice President and
General Counsel
--------------------------
EXHIBIT A
Administrative Services
Funds Distributor will provide the following administrative services:
Corporate and Secretarial Services
o Provide Secretary and the necessary complement of Assistant
Secretaries for the Companies.
o Maintain general corporate calendar. Track all legal and
compliance requirements through annual cycles.
o Board materials for quarterly board meetings and board committee
meetings:
o Prepare agenda and background materials for legal approval
o Make presentations
o Monitor annual approval requirements
o Prepare extensive background material for annual review of
advisory fees
o Prepare minutes
o Follow-up on matters raised at meetings
o Maintain Articles of Incorporation and By-Laws of the Company
o Maintain Declaration of Trust and By-Laws of the Trust
o Prepare organizational board meeting materials for new Funds
o Draft contracts, assisting in negotiation and planning, as
appropriate. For example negotiate, draft and keep current the
following contracts: (i) investment advisory and sub-advisory
contracts; (ii) Distribution Agreement; (iii) Bank Selling
Agreements; (iv) Broker Dealer Selling Agreements; (v) Transfer
Agency Agreement; (vi) Custody Agreement; (vii) Administration
Agreement and Sub-Administration Agreement; (viii) 12b-1 Plans and
related agreements; (ix) Shareholder Servicing Plans and Related
Agreements; (x) IRA Custodian Agreements; (xi) Bi-Party Repurchase
Agreements; (xii) Tri-Party Repurchase Agreements; (xiii) Futures
Account Agreement and Procedural Safekeeping Agreement; (xiv) loan
agreements; and (xv) various other agreements and amendments.
o Shareholder Meetings
o Draft Proxy Solicitation Materials
o Organize, attend and keep minutes
o Work with the Transfer Agent on Solicitations and Vote
Tabulation
o Provide legal presence at meetings
SEC and Public Disclosure Assistance
o Prepare and file three or fewer amendments per year to the
Companies' registration statement, including updating prospectuses
and SAIs.
o Coordinate/monitor, with assistance from PFPC and any other
relevant fund service providers, all EDGAR (Electronic Data
Gathering Analysis and Retrieval System) on-line filings
including, but not limited, to those related to post-effective
amendments, N-SARs, Rule 24f-2, Rule 24e-2 annual and semi-annual
shareholders reports.
o Review and file annual and semi-annual Shareholder Reports
prepared by PFPC.
o Review and file semi-annual N-SAR prepared by PFPC, after joint
review by FDI and PFPC.
o File Rule 24f-2 notices prepared by PFPC.
o Negotiate, obtain and file fidelity bond policies, and monitor the
Companies' compliance with Rule 17g-1 of the 1940 Act and with the
terms of the Companies' policies and agreements.
o Negotiate, obtain and monitor directors' and officers' errors and
omissions policies.
o Prepare and file shareholder meeting materials and assist with all
shareholder communications.
o Monitor the Companies' compliance with Rule 17d-1(7) under the
1940 Act.
Legal Consulting and Planning
o Provide general legal advice on matters relating to portfolio
management, Fund operations, mutual fund sales, development of
advertising materials, changing or improving prospectus
disclosure, and any potential changes in each Fund's investment
policies, operations, or structure.
o Maintain a continuing awareness of significant emerging regulatory
and legislative developments which may affect the Companies,
update the adviser on those developments, and provide related
planning assistance.
o Develop or assist in developing guidelines and procedures to
improve overall compliance by the Companies and their various
agents.
o Provide advice with regard to the Companies' litigation matters,
routine fund examinations and investigations by regulatory
agencies.
o Provide advice regarding long term planning for the Companies
including the creation of new funds or portfolios, corporate
structural changes, mergers, acquisitions, and other asset
gathering plans including new distribution methods.
o Maintain effective communications with fund counsel, counsel to
the "non-interested" board members and to the Companies' local
counsel.
o Create and implement timing and responsibility system for outside
legal counsel when necessary to implement major projects and the
legal management of such projects.
o Monitor activities and billing practices of outside counsel
performing services for the fund or in connection with related
fund activities.
Compliance
o Review of all testing that is done by fund accountant to assist
the adviser in complying with fund prospectus guidelines and
limitations, 1940 Act requirements, and Internal Revenue Code
requirements.
o Review of monthly testing and compliance report created by fund
accountant and PFPC, including:
o Tax compliance testing for gross income, short three,
diversification, and single issuer,
o 5% diversification testing for tax and 1940 Act compliance
based on current market value and acquisition cost testing, if
required,
o Income available for distribution report, which includes
capital gains and interest income, and
o Net investment income calculated on per-share basis each
month.
o Insure on a joint basis with PFPC that prospectus and 1940 Act
compliance tests are tailored to each individual Fund's prospectus
and that each tests against the type and amount of securities
held.
o Provide legal/compliance review of all sales literature and
advertisements prepared for the Funds. FDI will file such
materials and obtain such approvals for their use as may be
required by the Securities and Exchange Commission, the National
Association of Securities Dealers, Inc. or state securities
administrators.
o Jointly with PFPC create Compliance Manuals and workshops for
advisory personnel.
o Consultation and advice for resolution of compliance questions
along with the investment advisor and its counsel, the fund
administrator, the fund counsel and the fund accountant.
o Be actively involved with the management of SEC and other
regulatory examinations.
o Review with the investment adviser and fund administrator summary
reports created by the fund accountant of all compliance issues to
assure immediate compliance adjustments.
o Assist portfolio managers with compliance matters including
reviewing the Compliance Manual on a regular basis and attending
compliance meetings with the portfolio managers.
o Assist in developing guidelines and procedures to improve overall
compliance by the fund and its various agents.
o Maintain legal liaison with and provide legal advice and counsel
to fund regarding its relationships, contractual or otherwise,
with the various fund agents, such as the adviser, custodian,
transfer agent, and auditor with respect to their activities on
behalf of each Fund.
o Advice regarding all Companies distribution arrangements for
compliance with applicable banking and broker-dealer regulations.
o Provide other officers of the Companies as requested (e.g.,
President and Vice President).
o Maintaining the Companies' code of ethics and monitoring
compliance.
Funds Distributor is willing to provide any extraordinary administration
services ("Extraordinary Administrative Services") to the Companies. All of the
extraordinary administrative functions set forth below may be accomplished
wholly or partially by Funds Distributor, with the assistance of Companies
counsel or other counsel as designated by the Administrator, depending
upon the circumstances and timing constraints surrounding each request.
Extraordinary Administrative Services may, depending upon the circumstances,
include the following:
o Draft Proxy/Solicitation Documents on Form N-14 (Fund Mergers).
o An Annual Post-Effective Amendment that involves major prospectus
revisions or the addition of new investment portfolios.
o Board Meeting Materials for significant corporate restructuring or
other major changes as well as more than four board meetings
during a twelve month period.
o More than three Post-Effective Amendments in any twelve month
period.
o Drafting and Filing of Exemptive Orders (e.g., Joint Repurchase
Account), Revenue Rulings (e.g., Multi-Class) and other state
specific regulatory orders (e.g., Florida Request for Technical
Assistance).
o Drafting and Filing No-Action Letter requests with the SEC.
EXHIBIT 9(e)(ii)
HARRIS INSIGHT FUNDS TRUST
60 STATE STREET, SUITE 1300
BOSTON, MA 02109
January 21, 1997
Funds Distributor, Inc.
60 State Street, Suite 1300
Boston, MA 02109
To Whom It May Concern:
Reference is made to the Distribution Agreement between Harris Insight
Funds Trust and Funds Distributor, Inc. ("FDI") dated February 23, 1996 (the
"Distribution Agreement") and the Sub-Administration Agreement on behalf of the
Trust between Harris Trust and Savings Bank and FDI dated July 1, 1996 (the
"Sub-Administration Agreement," and collectively the "Agreements").
This writing is to provide notice of the addition of a new series,
Harris Insight Small-Cap Value Fund ("Small-Cap Value Fund") under the Trust.
Small-Cap Value Fund is to be considered a Fund under the Distribution Agreement
and on Schedule A to the Sub-Administration Agreement and shall be subject to
the terms set forth under the Agreements unless otherwise provided herein. FDI
shall be compensated for services rendered under the Distribution Agreement as
contained therein and for services rendered under the Sub-Administration
Agreement as is consistent with the Fee Letter Agreement dated July 1, 1996.
The Trust requests that you act as Distributor and Sub-Administration
Agent with respect to Small-Cap Value Fund while continuing to act as
Distributor and Sub-Administration Agent with respect to the Funds named in the
Distribution Agreement and in Exhibit A to the Sub-Administration Agreement.
If the foregoing is in accordance with your understanding, please so
indicate by signing and returning to us the enclosed copy hereof.
Sincerely,
Harris Insight Funds Trust
/s/ Richard W. Ingram
----------------------
Richard W. Ingram
President
Accepted: Funds Distributor, Inc.
/s/ John E. Pelletier
---------------------
By: John E. Pelletier
EXHIBIT 13
Form of PURCHASE AGREEMENT
Harris Insight Funds Trust (the "Trust"), a Massachusetts Business
Trust, on behalf of 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 and Harris Insight Tax-Exempt Intermediate Bond Fund and
Harris Insight Tax-Exempt Bond Fund (together, the "New Portfolios") and Funds
Distributor, Inc.
("Funds Distributor"), a Massachusetts Corporation, hereby agree as follows:
1.The Trust hereby offers Funds Distributor and Funds Distributor hereby
purchases at least one share of each of the Class A and Class B shares
of each of the New Portfolios of the Trust at the then determined net
asset value per share (hereafter "Shares"). Funds Distributor hereby
acknowledges receipt of a purchase confirmation reflecting the purchase
of the Shares of the Class A and Class B Shares, and the Trust hereby
acknowledges receipt from Funds Distributor of funds in the amount of
$______________ in full payment for the Shares.
2.Funds Distributor represents and warrants to the Trust that the Shares
are being acquired for investment purposes and not with a view to the
distribution thereof.
3.Funds Distributor agrees that if it or any direct or indirect
transferee of the Shares held by it redeems the Shares prior to the
fifth anniversary of the date that the Trust begins its investment
activities, Funds Distributor will pay to the Trust an amount equal to
the number resulting from multiplying the Trust's total unamortized
organizational expenses by a fraction, the numerator of which is equal
to the number of Shares redeemed by it or such transferee and the
denominator of which is equal to the number of shares outstanding as of
the date of such redemption, as long as the administrative position of
the staff of the Securities and Exchange Commission requires such
reimbursement.
4.This Agreement has been executed on behalf of the Trust by the
undersigned officer of the Trust. The obligations of this Agreement
shall be binding only upon the assets and property of each individual
portfolio and not upon the assets and property of any other portfolio
of the Trust and shall not be binding upon any Trustee, officer or
shareholder of a portfolio and/or the Trust individually.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
___ day of _______, 199_.
Attest
_________________________________ By: __________________________
HARRIS INSIGHT FUNDS TRUST
(SEAL)
Attest:
__________________________________ By: __________________________
FUNDS DISTRIBUTOR, INC.
(SEAL)
EXHIBIT 15(A)
CLASS A SERVICE PLAN
WHEREAS, Harris Insight Funds Trust (the "Trust") is an open-end
management investment company and is registered under the Investment Company Act
of 1940, as amended (the "Act");
WHEREAS, the Trust desires to adopt a Service Plan (the "Plan")
pursuant to Rule 12b-1 under the Act on behalf of the investment portfolios set
forth on Schedule A hereto (each, a "Fund"), and the Board of Trustees has
determined that there is a reasonable likelihood that adoption of this Plan will
benefit each Fund and its stockholders;
WHEREAS, the Trust employs Harris Trust and Savings Bank (the
"Adviser") as its adviser pursuant to an Investment Advisory Contract dated
February 23, 1996; and
WHEREAS, the Trust employs Harris Investment Management Inc. ("HIM")
Sub-Adviser pursuant to a Portfolio Management Contract dated February 23, 1996;
and
WHEREAS, the Distributor of each Fund's shares (the "Distributor") may
wish to make payments pursuant to the Plan form time to time;
NOW THEREFORE, the Trust hereby adopts this Plan in accordance with
Rule 12b-1 under the Act on the following terms and conditions:
Section 1. Pursuant to this Plan, the Trust, the Adviser or HIM may pay
financial institutions, securities dealers or other industry professionals, such
as investment advisers, accountants, and estate planning firms ("Service
Agents"), up to .25% on an annual basis of the average daily net asset value of
the Class A Shares of a Fund for shareholder service, administration or
distribution assistance. In addition the Distributor may pay up to .05% on an
annual basis of the average net asset value of the Class A Shares of a Fund to
Service Agents. Payments made by the Adviser, HIM and the Distributor,
respectively, shall be made from their own resources, which may include their
respective advisory and administrative fees received from a Fund and any other
sources available to them. To the extent a Service Agent provides shareholder
services and administration, the portion of the fee paid, if any, by the Trust,
the Adviser, HIM or the Distributor shall be deemed to include compensation for
such services. The fees payable to Service Agents from time to time shall,
within such limits, be determined by the Board of Trustees of the Trust.
Section 2. In addition to such fee, a Fund may defray all or part of
the cost of preparing and printing brochures and other promotional materials and
of delivering prospectuses and those materials to prospective Class A
shareholders of the Fund by paying on an annual basis up to the greater of
$100,000 or 0.5% of the average daily net assets of the Class A Shares of the
Fund.
Section 3. Prior to making payments described in Sections 1 and 2 of
this Plan, the Trust, the Adviser, HIM and the Distributor, as the case may be,
will enter into written agreements, in
form satisfactory to the Trust's Board of Trustees, with Service Agents pursuant
to which such payments may be made for shareholder service, administration and
distribution assistance to a Fund.
Section 4. This Plan shall be effective with respect to a particular
Fund on the date upon which it has been approved by "vote of a majority of the
outstanding voting securities" (as defined below) of a Fund and a majority of
the Trustees of the Trust, including a majority of the Qualified Trustees (as
defined below), pursuant to a vote cast in person at a meeting (or meetings)
called for the purpose of voting on the approval of the Plan.
Section 5. This Plan (and each related agreement) will continue in
effect for one year from its effective date, unless earlier terminated in
accordance with its terms, and will remain in effect from year to year
thereafter if such continuance is specifically approved at least annually by
vote of a majority of both (a) the Trustees of the Trust and (b) the Qualified
Trustees, cast in person at a meeting (or meetings) called for the purpose of
voting on such approval.
Section 6. The Trust, the Adviser, HIM and the Distributor shall
provide to the Trust's Board of Trustees and the Trustees shall review, at least
quarterly, a written report of the amounts expended by the Trust, the Adviser,
HIM and the Distributor under this Plan and each related agreement and the
purposes for which such expenditures were made.
Section 7. This Plan may be terminated with respect to a particular
Fund at any time by vote of a majority of the Qualified Trustees or by vote of a
majority of the outstanding voting securities of the Fund.
Section 8. All agreements related to this Plan shall be in writing and
shall be approved by vote of a majority of both (a) the Trustees of the Trust
and (b) the Qualified Trustees, cast in person at a meeting called for the
purpose of voting on such approval; provided however, that the identity of a
particular Service Agent executing any such agreement may be ratified by such a
vote within 90 days of such execution. Any agreement related to this Plan shall
provide:
A. That such agreement may be terminated with respect to a particular
Fund at any time, without payment of any penalty, by vote of a majority
of the Qualified Trustees or by vote of a majority of the outstanding
voting securities of the Fund, on not more than 60 days' written notice
to any other party to the agreement; and
B. That such agreement shall terminate automatically in the event of
its "assignment" (as defined below).
Section 9. This Plan may not be amended with respect to a particular
Fund to increase materially the amount that may be expended by the Trust, the
Adviser, HIM and the Distributor pursuant to this Plan without the approval by
vote of a majority of the outstanding voting securities of the Fund, and no
material amendment to this Plan shall be made unless approved by vote of a
majority of both (a) the Trustees of the Trust and (b) the Qualified Trustees,
cast in person at a meeting (or meetings) called for the purpose of voting on
such approval.
Section 10. While this Plan is in effect the selection and nomination
of each Trustee who is not an "interested person" (as defined below) of the
Trust shall be committed to the discretion of the Trustees who are not
interested persons.
Section 11. The Trustees shall preserve copies of this Plan, each
related agreement and each report made pursuant to Section 6 hereof, for a
period of not less than six years from the date of this Plan, such agreement or
such report, as the case may be, the first two years in an easily accessible
place.
Section 12. 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.
Section 13. As used in this Plan, (a) the terms "assignment,"
"interested person" and "vote of a majority of the outstanding voting
securities" shall have the respective meanings specified in the Act and the
rules and regulations thereunder, subject to such exemption as may be granted by
the Securities and Exchange Commission and (b) the term "Qualified Trustees"
shall mean the Trustees of the Trust who are not interested persons of the Trust
and have no direct or indirect financial interest in the operation of this Plan
or in any agreements related to this Plan.
Dated: February 1, 1996
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 Intermediate Tax-Exempt Bond Fund
Harris Insight Small-Cap Value Fund
EXHIBIT 15(B)
Dear Sirs:
As the principal underwriter of shares of certain registered
investment companies presently or hereafter managed, advised or administered by
Harris Trust and Savings Bank or its affiliates, shares of which companies are
distributed by us at their respective net asset values plus sales charges as
applicable, pursuant to our Distribution Agreements with such companies (the
"Funds"), we invite you to participate as a non-exclusive principal in the
distribution of shares of any and all of the Funds upon the following terms and
conditions:
1. You are to offer and sell such shares only at the public offering prices
which shall be currently in effect, in accordance with the terms of the
then current prospectuses and statements of additional information of the
Funds subject in each case to the delivery prior to or at the time of
such sales of the then current prospectus. You agree to act only as
principal in such transactions and nothing in this Agreement shall
constitute either of us the agent of the other or shall constitute you or
the Fund the agent of the other. In all transactions in these shares
between you and us, we are acting as agent for the Fund and not as
principal. All orders are subject to acceptance by us and become
effective only upon confirmation by us. We reserve the right in our sole
discretion to reject any order. The minimum dollar purchase of shares of
the Funds shall be the applicable minimum amounts described in the then
current prospectuses and statements of additional information and no
order for less than such amounts will be accepted.
2. On each purchase of shares by you from us, the total sales charges and
discount to selected dealer, if any, shall be as stated in each Fund's
then current prospectus.
Such sales charges and discount to selected dealers are subject to
reductions under a variety of circumstances as described in each Fund's
then current prospectus and statement of additional information. To
obtain these reductions, we must be notified when the sale takes place
which would qualify for the reduced charge.
There is no sales charge or discount to selected dealers on the
reinvestment of any dividends or distributions.
3. All purchases of shares of a Fund made under any cumulative purchase
privilege as set forth in a Fund's then current effective prospectus
shall be considered an individual transaction for the purpose of
determining the concession from the public offering price to which you
are entitled as set forth in paragraph 2 hereof.
4. As a member of the selling group, you agree to purchase shares of the
Funds only through us or from your customers. Purchases through us shall
be made only for your own investment purposes or for the purpose of
covering purchase orders already received from your customers, and we
agree that we will not place orders for the purchase of shares from a
Fund except to cover purchase orders already received by us. Purchases
from your
customers shall be at a price not less than the net asset value quoted by
each such Fund at the time of such purchase. Nothing herein contained
shall prevent you from selling any shares of a Fund for the account of a
record holder to us or to such Fund at the net asset value quoted by us
and charging your customer a fair commission for handling the
transaction.
5. You agree that you will not withhold placing customers' orders so as to
profit yourself as a result of such withholding.
6. You agree to sell shares of the Funds only (a) to your customers at the
public offering prices then in effect or (b) to us as agent for the Funds
or to each such Fund itself at the redemption price, as described in each
Fund's then current effective prospectus.
7. Settlement shall be made promptly, but in no case later than the time
customary for such payments after our acceptance of the order or, if so
specified by you, we will make delivery by draft on you, the amount of
which draft you agree to pay on presentation to you. If payment is not so
received or made, the right is reserved forthwith to cancel the sale or
at our option to resell the shares to the applicable Fund, at the then
prevailing net asset value in which latter case you agree to be
responsible for any loss resulting to such Fund or to us from your
failure to make payment as aforesaid.
8. If any shares sold to you under the terms of this Agreement are
repurchased by a Fund or by us as agent, or for the account of that Fund
or are tendered to that Fund for purchase at liquidating value under the
terms of the Articles of Incorporation or Declaration of Trust or other
document governing such Fund within seven (7) business days after the
date of confirmation to you of your original purchase order therefor, you
agree to pay forthwith to us the full amount of the concession allowed to
you on the original sale and we agree to pay such amount to the Fund when
received by us. We shall notify you of such repurchase within ten (10)
days of the effective date of such repurchase.
9. All sales will be subject to receipt of shares by us from the Funds. We
reserve the right in our discretion without notice to you to suspend
sales or withdraw the offering of shares entirely, or to modify or cancel
this Agreement.
10. From time to time during the term of this Agreement we may make payments
to you pursuant to one or more of the distribution and/or service plans
adopted by certain of the Funds pursuant to Rule 12b-1 under the
Investment Company Act of 1940 (the "Act") in consideration of your
furnishing distribution and/or shareholder services hereunder with
respect to each such Fund. We have no obligation to make any such
payments and you waive any such payments until we receive monies therefor
from the Fund. Any such payments made pursuant to this Section 10 shall
be subject to the following terms and conditions:
(a) Any such payments shall be in such amounts as we may from time to
time advise you in writing but in any event not in excess of the amounts
permitted by the plan in effect with
respect to each particular Fund and will be based on the dollar amount of
Fund shares which are owned of record by your firm as nominee for your
customers or which are owned by those customers of your firm whose
records, as maintained by the Funds or their agents, designate your firm
as the customer's dealer of record. Any such payments shall be in
addition to the selling concession, if any, allowed to you pursuant to
this Agreement. No such fee will be paid to you with respect to shares
purchased by you and redeemed by the funds or by us as agent within seven
business days after the dates of confirmation of such purchase.
(b) The provisions of this Section 10 relate to the plan adopted by a
particular Fund pursuant to Rule 12b-1. In accordance with Rule 12b-1,
any person authorized to direct the disposition of monies paid or payable
by a Fund pursuant to this Section 10 shall provide the Fund's Board, and
the Board shall review, at least quarterly, a written report of the
amounts so expended and the purposes for which such expenditures were
made.
(c) The provisions of this Section 10 applicable to each Fund shall
remain in effect for not more than a year and thereafter for successive
annual periods only so long as such continuance is specifically approved
at least annually in conformity with Rule 12b-1 and the Act. The
provisions of this Section 10 shall automatically terminate with respect
to a particular Plan, in the event such Plan terminates or is not
continued or in the event this Agreement terminates or ceases to remain
in effect. In addition, the provisions of this Section 10 may be
terminated at any time, without penalty, by either party with respect to
any particular Plan or not more than 60 days' nor less than 30 days'
written notice delivered or mailed by registered mail, postage prepaid,
to the other party.
11. No person is authorized to make any representations concerning the Funds
or shares of the Funds except those contained in each Fund's then current
effective prospectus or statement of additional information and any such
information as may be released by a Fund as information supplemental to
such prospectus or statement of additional information. In purchasing
shares through us you shall rely solely on the representations contained
in each Fund's then current effective prospectus or statement of
additional information and supplemental information above-mentioned.
12. Additional copies of each such prospectus or statement of additional
information and any printed information issued as supplemental to each
such prospectus or statement of additional information will be supplied
by us to members of the selling group in reasonable quantities upon
request.
13. With respect to Funds offering shares subject to a front-end sales
charge, shares subject to a contingent deferred sales charge, and/or
class shares not subject to a sales charge, you shall conform to such
written compliance standards as we have provided you in the past or may
from time to time provide to you in the future.
14. We, our affiliates and the Funds shall not be liable for any loss,
expense, damages, costs or other claim arising out of any redemption or
exchange pursuant to telephone instructions from any person or our
refusal to execute such instructions for any reason.
15. All communications to us shall be sent to us at Funds Distributor Inc.,
60 State Street, Suite 1300, Boston, MA 02109. Any notice to you shall be
duly given if mailed or telegraphed to you at your address as registered
from time to time with the National Association of Securities Dealers,
Inc.
16. This Agreement may be terminated upon written notice by either party at
any time, and shall automatically terminate upon its attempted assignment
by you, whether by operation of law or otherwise, or by us otherwise than
by operation of law.
17. By accepting this Agreement, you represent that you are registered as a
broker-dealer under the Securities Exchange Act of 1934, are qualified to
act as a dealer in the states or other jurisdictions where you transact
business, and are a member in good standing of the National Association
of Securities Dealers, Inc., and you agree that you will maintain such
registrations, qualifications, and membership in good standing and in
full force and effect throughout the term of this Agreement. You further
agree to comply with all applicable Federal laws, the laws of the states
or other jurisdictions concerned, and the rules and regulations
promulgated thereunder and with the Constitution, By-Laws and Rules of
Fair Practice of the National Association of Securities Dealers, Inc.,
and that you will not offer or sell shares of the Funds in any state or
jurisdiction where they may not lawfully be offered and/or sold.
If you are offering and selling shares of the Funds in jurisdictions
outside the several states, territories, and possessions of the United
States and are not otherwise required to be registered, qualified, or a
member of the National Association of Securities Dealers, Inc., as set
forth above you, you nevertheless agree to observe the applicable laws of
the jurisdiction in which such offer and/or sale is made, to comply with
the full disclosure requirements of the Securities Act of 1933 and the
regulations promulgated thereunder, to conduct your business in
accordance with the spirit of the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. You agree to indemnify and hold
the Funds, their investment advisor, and us harmless from loss or damage
resulting from any failure on your part to comply with applicable laws.
18. You agree to maintain records of all sales of shares made through you and
to furnish us with copies of each record on request.
19. This Agreement and all amendments to this Agreement shall take effect
with respect to and on the date of any orders placed by you after the
date set forth below or, as applicable, after the date of the notice of
amendment sent to you by the undersigned.
20. This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and shall be binding upon both parties
hereto when signed and accepted by you in the space provided below.
FOR FUNDS DISTRIBUTOR INC.:
- ----------------------------------- -----------------
By: Date
FOR:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Address of Principal Office
- --------------------------------------------------------------------------------
City State Zip Code
BY: ITS:
------------------------------ ----------------- ------------
Authorized Signature Title Date
------------------------------
Print Name
EXHIBIT 18
HARRIS INSIGHT FUNDS TRUST
MULTI-CLASS PLAN
----------------
Introduction
------------
The purpose of this Plan is to specify the attributes of the two
classes of shares offered by Harris Insight Funds Trust (the "Trust"), including
the sales charges, expense allocations, conversion features and exchange
features of each class, as required by Rule 18f-3 under the Investment Company
Act of 1940, as amended (the "1940 Act"). In general, shares of each class will
have the same rights and obligations except for one or more expense variables
(which will result in different yields, dividends and, in the case of the
Trust's non-money market portfolios, net asset values for the different
classes), certain related voting and other rights, exchange privileges,
conversion rights, class designation and sales loads assessed due to differing
distribution methods.
Features of the Classes
-----------------------
Shares of each class of a fund of the Trust shall represent an equal
pro rata interest in such fund, and generally, shall have identical voting,
dividend, liquidation and other rights, preferences, powers, restrictions,
limitations, qualifications, designations and terms and conditions, except that:
(a) each class shall have a different designation; (b) each class may have a
different sales charge structure; (c) each class of shares shall bear any class
expenses; (d) each class shall have exclusive voting rights on any matter
submitted to shareholders that relates solely to its arrangement and each class
shall have separate voting rights on any matter submitted to shareholders in
which the interests of one class differ from the interests of any other class;
and (e) each class may have different exchange and/or conversion features.
Allocation of Expenses
----------------------
Pursuant to Rule 18f-3 under the 1940 Act, the Trust shall allocate to
each class of shares in a fund of the Trust (i) any fees and expenses incurred
by the Trust in connection with the distribution of such class of shares under a
distribution plan adopted for such class of shares pursuant to Rule 12b-1, and
(ii) any fees and expenses incurred by the Trust under a shareholder servicing
plan in connection with the provision of shareholder services to the holders of
such class of shares. In addition, the President and Chief Financial Officer of
the Trust shall determine, subject to Board approval or ratification, which of
the following fees and expenses may be allocated to a particular class of shares
in a fund of the Trust:
(i) transfer agent fees identified by the transfer agent as being
attributable to such class of shares;
(ii) printing and postage expense related to preparing and distributing
materials such as shareholder reports, prospectuses, reports, and proxies to
current shareholders of such class of shares or to regulatory agencies with
respect to such class of shares;
(iii) blue sky registration or qualification fees incurred by such
class of shares;
(iv) Securities and Exchange Commission registration fees incurred by
such class of shares;
(v) the expense of administrative personnel and services (including,
but not limited to, those of a portfolio accountant, custodian or dividend
paying agent charged with calculating net asset values or determining or paying
dividends) as required to support the shareholders of such class of shares;
(vi) litigation or other legal expenses relating solely to such class
of shares;
(vii) fees of the Trust's Trustees incurred as a result of issues
relating to such class of shares; and
(viii) independent accountants' fees relating solely to such class of
shares.
Any changes tot he determination of class expenses allocated to a
particular class of shares will be approved by a vote of the Trustees of the
Trust, including a majority of the Trustees who are not "interested persons" of
the Trust as defined under the 1940 Act.
For purposes of this Plan, a "Daily Dividend Portfolio" shall be a
portfolio which declares distributions of net investment income daily and/or
maintains the same net asset value per share in each class. Income, realized and
unrealized capital gains and losses, and any expenses of a non-Daily Dividend
Portfolio of the Trust not allocated to a particular class of the fund pursuant
to this Plan shall be allocated to each class of the fund on the basis of the
net asset value of that class in relation to the net asset value of the fund.
Income, realized and unrealized capital gains and losses, and any expenses of a
Daily Dividend Portfolio, including a money market fund, of the Trust not
allocated to a particular class of the fund pursuant to this Plan shall be
allocated to each class of the fund on the basis of the relative net assets
(settled shares), as defined in Rule 18f-3, of that class in relation to the net
assets of the fund.
Class A Shares
--------------
Class A Shares of a fund are offered at net asset value. Class A Shares
of a fund may be exchanged for Class A Shares of another fund of the Trust or of
HT Insight Funds, Inc. without the imposition of any sales charge.
Class A Shares of funds pay a Rule 12b-1 service fee of up to 0.25%
(annualized) of the average daily net assets of a fund's Class A Shares.
Distribution and support services provided by brokers, dealers and other
institutions may include forwarding sales literature and advertising materials
provided by the Trust's distributor; processing purchase, exchange and
redemption requests from customers placing orders with the Trust's transfer
agent; processing dividend and distribution payments from the funds of the Trust
on behalf of customers; providing information periodically to customers showing
their positions in Class A Shares; providing sub-accounting with respect to
Class A Shares beneficially owned by customers or the information necessary for
sub-accounting; responding to inquiries from customers concerning their
investment in Class A Shares; arranging for bank wires; and providing such other
similar services as may reasonably be requested.
Class B Shares
--------------
Class B Shares of a fund are offered at net asset value. Class B Shares
of a fund may be exchanged for Class B Shares of another fund of the Trust or of
HT Insight Funds, Inc. without the imposition of a sales charge. Class B Shares
pay no Rule 12b-1 distribution or service fees.
Board Review
------------
The Board of Trustees of the Trust shall review this Plan as frequently
as they deem necessary. Prior to any material amendment(s) to this Plan, the
Trust's Board of Trustees, including a majority of the Trustees who are not
interested persons of the Trust shall find this Plan, as proposed to be amended
(including any proposed amendments to the method of allocating class and/or fund
expenses), is in the best interest of each class of shares of the Trust
individually and the Trust as a whole. In considering whether to approve any
proposed amendment(s) to the Plan, the Trustees of the Trust shall request and
evaluate such information as they consider reasonably necessary to evaluate the
proposed amendment(s) to the Plan.
Dated: October 31, 1995
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
EXHIBIT 17
</LEGEND>
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<NAME> HARRIS INSIGHT FUNDS TRUST
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<TABLE> <S> <C>
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<NAME> HARRIS INSIGHT FUNDS TRUST
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<NAME> HARRIS INSIGHT EQUITY GROWTH FUND-INSTITUTIONAL CLASS
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<TABLE> <S> <C>
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<CIK> 0001003859
<NAME> HARRIS INSIGHT FUNDS TRUST
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<NAME> HARRIS INSIGHT SMALL CAP OPPORTUNITY FUND - CLASS A
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<TABLE> <S> <C>
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<NAME> HARRIS INSIGHT FUNDS TRUST
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<NAME> HARRIS INSIGHT SMALL CAP OPPOR. FUND-INSTITUTIONAL CLASS
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<TABLE> <S> <C>
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<CIK> 0001003859
<NAME> HARRIS INSIGHT FUNDS TRUST
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<NAME> HARRIS INSIGHT INDEX FUND - CLASS A
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<TABLE> <S> <C>
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<CIK> 0001003859
<NAME> HARRIS INSIGHT FUNDS TRUST
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<NAME> HARRIS INSIGHT INDEX FUND - INSTITUTIONAL CLASS
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<TABLE> <S> <C>
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<NAME> HARRIS INSIGHT FUNDS TRUST
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<NAME> HARRIS INSIGHT INTERNATIONAL FUND - CLASS A
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0001003859
<NAME> HARRIS INSIGHT FUNDS TRUST
<SERIES>
<NUMBER> 082
<NAME> HARRIS INSIGHT INTERNATIONAL FUND - INSTITUTIONAL CLASS
<S> <C>
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</TABLE>
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints Karen
Jacoppo-Wood, Christopher J. Kelley, John E. Pelletier, and each of them, with
full power to act, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (until revoked in writing) to sign any or all
amendments to the Registration Statement on Form N-1A of Harris Insight Funds
Trust and of HT Insight Funds, Inc., and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and any states securities commissions, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing, and ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
/s/ C. Gary Gerst
- ----------------------------- --------------------------
C. Gary Gerst Edgar R. Fiedler
- ----------------------------- --------------------------
John W. McCarter, Jr. Ernest M. Roth
Dated: November 4, 1996
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints Karen
Jacoppo-Wood, Christopher J. Kelley, John E. Pelletier, and each of them, with
full power to act, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (until revoked in writing) to sign any or all
amendments to the Registration Statement on Form N-1A of Harris Insight Funds
Trust and of HT Insight Funds, Inc., and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and any states securities commissions, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing, and ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
/s/ Edgar R. Fielder
- ----------------------------- --------------------------
C. Gary Gerst Edgar R. Fiedler
- ----------------------------- --------------------------
John W. McCarter, Jr. Ernest M. Roth
Dated: November 4, 1996
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints Karen
Jacoppo-Wood, Christopher J. Kelley, John E. Pelletier, and each of them, with
full power to act, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (until revoked in writing) to sign any or all
amendments to the Registration Statement on Form N-1A of Harris Insight Funds
Trust and of HT Insight Funds, Inc., and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and any states securities commissions, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing, and ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
- ----------------------------- --------------------------
C. Gary Gerst Edgar R. Fiedler
/s/ John W. McCarter, Jr.
- ----------------------------- --------------------------
John W. McCarter, Jr. Ernest M. Roth
Dated: November 4, 1996
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints Karen
Jacoppo-Wood, Christopher J. Kelley, John E. Pelletier, and each of them, with
full power to act, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (until revoked in writing) to sign any or all
amendments to the Registration Statement on Form N-1A of Harris Insight Funds
Trust and of HT Insight Funds, Inc., and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and any states securities commissions, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing, and ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
- ----------------------------- --------------------------
C. Gary Gerst Edgar R. Fiedler
/s/ Ernest M. Roth
- ----------------------------- --------------------------
John W. McCarter, Jr. Ernest M. Roth
Dated: November 4, 1996
