(File Nos. 33-64915 and 811-7447)
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
Only (as permitted by Rule14a-6(e)(2))
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
HARRIS INSIGHT FUNDS TRUST
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[Logo: Harris Insight(R) Funds HARRIS INSIGHT(R) FUNDS TRUST
Powerful Insight o HARRIS INSIGHT INTERNATIONAL FUND
Solid Investments] 60 STATE STREET, SUITE 1300
BOSTON, MASSACHUSETTS 02109
July 15, 1997
Dear Shareholder:
A special meeting of shareholders of Harris Insight International Fund
(the "Fund"), a series of Harris Insight Funds Trust (the "Trust"), has been
called to be held on August 6, 1997 TO VOTE ON THE PROPOSED ENGAGEMENT OF
HANSBERGER GLOBAL INVESTORS, INC. ("HANSBERGER") TO INVEST AND MANAGE THE ASSETS
OF THE FUND AS SUB-ADVISER. Harris Trust and Savings Bank ("Harris Trust") and
Harris Investment Management, Inc. would retain ultimate responsibility for the
investment advisory services provided to the Fund under the terms of the
existing Investment Advisory Contract and Portfolio Management Contract.
We are pleased to send you the attached Notice and Proxy Statement for
that meeting. Please take time to read these materials and cast your vote by
completing and returning the enclosed proxy. The proposal to be voted on is
important to the Fund and to you as a shareholder.
Harris Trust determined that, in the increasingly sophisticated and
competitive arena of global investing, the Fund would be well served by engaging
a portfolio manager who specializes in that field. After an extensive search,
Harris Trust recommended that the Fund engage Hansberger to manage the Fund's
investments.
The Board of Trustees of the Trust carefully evaluated the proposed
Investment Sub-Advisory Contract, considering, among other things, the
background and reputation of Hansberger, the compensation to be paid to
Hansberger, and the expected effect on the Fund's investment performance and
expense levels. In light of these considerations, THE BOARD UNANIMOUSLY
RECOMMENDS THAT YOU VOTE TO APPROVE THE SUB-ADVISORY CONTRACT.
If you have any questions about this proposal, please speak to your
Harris investment professional or call the Harris Insight Funds at (800)
982-8782. We appreciate your continued confidence in the Harris Insight Funds.
Please sign and return your proxy promptly.
Sincerely,
/s/ C. Gary Gerst
C. Gary Gerst
Chairman of the Board
HARRIS INSIGHT(R) FUNDS TRUST
HARRIS INSIGHT INTERNATIONAL FUND
60 STATE STREET, SUITE 1300
BOSTON, MASSACHUSETTS 02109
-----------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 6, 1997
-----------------------------
To the Shareholders of HARRIS INSIGHT INTERNATIONAL FUND:
Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of
Harris Insight International Fund (the "Fund"), a series of Harris Insight Funds
Trust (the "Trust"), has been called to be held at the offices of the Trust, 60
State Street, Suite 1300, Boston, Massachusetts 02109 on Wednesday, August 6,
1997 at 10:00 a.m. Eastern time for the following purposes:
1. To approve an Investment Sub-Advisory Contract between Harris
Investment Management, Inc. and Hansberger Global Investors, Inc. on
behalf of the Fund.
2. To transact such other business as may properly come before the
Meeting.
The Board of Trustees has fixed the close of business on July 14, 1997 as the
record date for the determination of shareholders entitled to notice of, and to
vote at, the Meeting or any adjournment thereof.
By order of the Board of Trustees,
JOHN E. PELLETIER
Vice President and Secretary
Boston, Massachusetts
July 15, 1997
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YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE. IN
ORDER TO AVOID THE UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO
INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN IT, AND
RETURN IT PROMPTLY IN THE ACCOMPANYING PRE-PAID ENVELOPE.
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HARRIS INSIGHT(R) FUNDS TRUST
HARRIS INSIGHT INTERNATIONAL FUND
60 STATE STREET, SUITE 1300
BOSTON, MASSACHUSETTS 02109
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PROXY STATEMENT
-----------------------------
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 6, 1997
This Proxy Statement is furnished on behalf of the Board of Trustees (the
"Board") of Harris Insight Funds Trust (the "Trust"), a Massachusetts business
trust, in connection with the solicitation of proxies of shareholders of Harris
Insight International Fund (the "Fund") to be voted at the Special Meeting of
Shareholders of the Fund called to be held at the offices of the Trust, 60 State
Street, Suite 1300, Boston, Massachusetts 02109, on Wednesday, August 6, 1997,
at 10:00 a.m. Eastern time, and any adjournment thereof (the "Meeting"), for the
purposes set forth in the accompanying Notice of Special Meeting of
Shareholders. This Proxy Statement is first being mailed on or about July 17,
1997. THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL
REPORT AND SEMI-ANNUAL REPORT SUCCEEDING SUCH ANNUAL REPORT, IF ANY, TO
SHAREHOLDERS UPON REQUEST TO THE FUND AT THE ADDRESS ABOVE (OR CALL
1-800-982-8782).
The solicitation of proxies will be primarily by mail but also may include
telephone or oral communications by the officers of the Trust or by regular
employees of Harris Trust and Savings Bank ("Harris Trust" or the "Adviser"),
the Fund's investment adviser; PFPC Inc. ("PFPC"), the Trust's
sub-administrator, accounting services agent and sub-transfer agent; Funds
Distributor, Inc. ("FDI"), the Trust's sub-administrator and distributor; or
their affiliates. The costs of the Meeting and the preparation, printing and
mailing of proxies will be borne by the Fund. The address of Harris Trust is 111
West Monroe Street, Chicago, Illinois 60603. The address of PFPC is 400 Bellevue
Parkway, Wilmington, Delaware 19809. The address of FDI is 60 State Street,
Suite 1300, Boston, Massachusetts 02109.
The Trust is a registered, open-end, management investment company whose shares
of beneficial interest are divided into twelve separate portfolios, including
the Fund. The Fund's shares of
beneficial interest currently consist of two classes of shares: Class A Shares
and Institutional Shares (collectively, "Shares").
The Shares may be voted in person at the Meeting or by proxy. Each whole Share
is entitled to one vote and each fractional Share is entitled to a proportionate
fractional vote. All properly executed proxies received prior to the Meeting
will be voted at the Meeting, and any adjournment thereof, in accordance with
the instructions marked thereon or otherwise provided therein.
Unless instructions to the contrary are marked, proxies will be voted FOR the
approval of the Investment Sub-Advisory Contract described in this Proxy
Statement. Any shareholder may revoke his or her proxy at any time prior to
exercise thereof by giving written notice to PFPC, the Trust's sub-transfer
agent, at 400 Bellevue Parkway, Wilmington, Delaware 19809, by signing and
mailing another proxy of a later date or by personally casting a vote at the
Meeting.
If a quorum is not present at the Meeting, or if a quorum is present but
sufficient votes to approve the proposal are not received, the persons named as
proxies may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. Any adjournment will require the affirmative vote of a
majority of Shares represented in person or by proxy at the Meeting. In that
case, the persons named as proxies will vote all proxies that they are entitled
to vote FOR such an adjournment; provided, however, any proxies required to be
voted against the proposal will be voted AGAINST such adjournment. A shareholder
vote may be taken on the proposal prior to such adjournment if sufficient votes
have been received and it is otherwise appropriate. In the event of any
adjournment, the Fund will continue to solicit proxies.
Abstentions and broker non-votes will be counted as Shares present for purposes
of determining whether a quorum is present but will not be voted for or against
any adjournment. Accordingly, abstentions and broker non-votes effectively will
be votes against adjournment. Broker non-votes are Shares held in a broker's
name for which the broker indicates that instructions have not been received
from the beneficial owners or other persons entitled to vote and the broker does
not have discretionary voting authority. Abstentions and broker non-votes will
not be counted, however, as votes cast for purposes of determining whether
sufficient votes have been received to approve the proposal. In completing
proxies, shareholders should be aware that checking the box labeled ABSTAIN will
result in the Shares covered by the proxy being treated as if they were voted
AGAINST the proposal.
The Board fixed the close of business on July 14, 1997 for determination of
shareholders entitled to notice of, and to vote at, the Meeting and at any
adjournment thereof. As of July 14, 1997, there were 63,549.874 Class A Shares
of the Fund outstanding and 11,636,983.110 Institutional Shares of the Fund
outstanding.
VOTE REQUIRED
Approval of the proposal requires the affirmative action of "a majority of the
outstanding voting securities" of the Fund as that term is defined under the
Investment Company Act of 1940, as
-2-
amended (the "1940 Act"), which means the affirmative vote of the lesser of (a)
67% or more of the Shares of the Fund present at the Meeting or represented by
proxy if the holders of more than 50% of the Shares entitled to vote are present
or represented by proxy at the Meeting or (b) more than 50% of the Shares
entitled to vote.
PROPOSAL: APPROVAL OF INVESTMENT SUB-ADVISORY CONTRACT
GENERAL
The Board is proposing for shareholder approval an Investment Sub-Advisory
Contract between Harris Investment Management, Inc. ("HIM" or the "Portfolio
Management Agent") and Hansberger Global Investors, Inc. ("Hansberger" or the
"Sub-Adviser") with respect to the Fund (the "Sub-Advisory Contract"). Because
Hansberger's fees for its services under the Sub-Advisory Contract will be borne
by HIM, the Fund's aggregate investment advisory fees will not change as a
result of the appointment of Hansberger.
On June 6, 1997, the Board determined that the Sub-Advisory Contract is fair and
reasonable and in the best interests of the Fund and its shareholders. The
factors considered by the Board in determining the reasonableness and fairness
of the proposed advisory arrangements are described below under "Factors
Considered by the Board of Trustees." A copy of the Sub-Advisory Contract is set
forth as Exhibit A to this Proxy Statement. The description of the Sub-Advisory
Contract is qualified in its entirety by reference to Exhibit A. The
Sub-Advisory Contract is subject to such minor changes as the Board, Harris
Trust, HIM and Hansberger deem appropriate, provided that these changes are not
material.
In September 1997, the Trust plans to commence offering shares of Harris Insight
Emerging Markets Fund, for which Hansberger also will serve as investment
sub-adviser.
EXISTING INVESTMENT ADVISORY ARRANGEMENTS: INVESTMENT ADVISORY CONTRACT AND
PORTFOLIO MANAGEMENT CONTRACT
Harris Trust serves as Adviser to the Fund pursuant to an Investment Advisory
Contract dated February 23, 1996, while HIM serves as Portfolio Management Agent
to the Fund pursuant to a Portfolio Management Contract dated February 23, 1996
(collectively referred to as the "Existing Agreements"). The Investment Advisory
Contract provides that Harris Trust, in return for its fee, will furnish
investment advisory and other services to the Trust on behalf of the Fund.
Subject to the overall supervision and control of the Board, Harris Trust has
supervisory responsibility for the general management and investment of the
Fund's assets, giving due consideration to the investment policies and
restrictions and portfolio transaction policies. Harris Trust has entered into a
Portfolio Management Contract with HIM. Subject to the overall supervision and
control of the Board and Harris Trust and pursuant to the terms of the Portfolio
Management Contract, HIM has authority to supervise the investments of the Fund,
maintain a continuous investment program for the Fund, determine what securities
shall be purchased and sold, secure and evaluate such information as it deems
proper and take whatever action is
-3-
necessary or convenient to perform its functions, including the placing of
purchases and sale orders.
The Existing Agreements provide that neither Harris Trust nor HIM shall be
liable for any error of judgment or mistake of law or for losses to the Trust or
its shareholders provided that neither Harris Trust nor HIM is protected from
liability to the Trust or its shareholders resulting from its willful
misfeasance, bad faith or gross negligence in the performance of its duties
under the Existing Agreements, or from reckless disregard of its duties and
obligations thereunder.
Duration and Termination. Each of the Existing Agreements with respect to the
Fund will continue in effect through February 23, 1998, and thereafter from year
to year only if such continuance is specifically approved at least annually by
the Board or by vote of the shareholders of the Fund, and in either case by a
majority of the Board who are not parties to the Existing Agreements or
"interested persons" (as defined in the 1940 Act) of Harris Trust, HIM or the
Fund, at a meeting called for the purpose of voting on the Existing Agreements.
The Existing Agreements are terminable without penalty by the Fund on 60 days'
written notice when authorized either by vote of the Fund's shareholders or by a
vote of a majority of the Board, and will automatically terminate in the event
of its "assignment" (as that term is defined in the 1940 Act).
Compensation. Under the Existing Agreements, Harris Trust is entitled to a fee
payable by the Fund, which is calculated daily and paid monthly, at an annual
rate of 1.05% of the average net assets of the Fund, and HIM is entitled to an
equal fee payable by Harris Trust. For the period from commencement of
operations of the Fund on February 26, 1996 through December 31, 1996, the Fund
paid aggregate advisory fees to Harris Trust of $917,553, which Harris Trust
paid to HIM. For the same period, Harris Trust and HIM waived fees of $17,146.
Fee waivers are voluntary and may be reduced or eliminated at any time.
Expenses. The Existing Agreements provide that the Fund will bear all expenses
of its operation (except for certain expenses expressly borne by the Adviser,
the Portfolio Management Agent or other service providers). These expenses
include, among others: 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 Fund 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, Portfolio
Management Agent or Sub-Adviser; 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, solicitation material and reports to shareholders of the
Fund; all expenses of meetings of shareholders; all expenses of preparation and
printing of annual or more frequent revisions of the Fund's prospectuses and of
supplying each then existing shareholder or beneficial owner of Shares of the
Fund with a copy of such revised prospectuses; all expenses relating to
preparing
-4-
and transmitting certificates representing Shares of the Fund, if any; all
expenses of bond and insurance coverage required by law or deemed advisable by
the Board; 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 Fund under the 1940 Act and of Shares of the Fund under the
Securities Act of 1933, of qualifying and maintaining qualification of the Trust
and of Shares of the Fund 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 Fund 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
Fund shall pay all brokerage commissions and other charges relating to the
purchase and sale of portfolio securities or other assets of the Fund.
PROPOSED SUB-ADVISORY CONTRACT
Under the terms of the Sub-Advisory Contract between HIM and Hansberger, and
subject to the overall control of the Board, Harris Trust and HIM, Hansberger
will have responsibility for the general management and investment of the Fund's
assets. In carrying out its obligations to manage and invest the assets,
Hansberger will (i) obtain and evaluate pertinent economic, statistical,
financial and other information affecting the economic regions and individual
national economies generally, together with information specific to individual
companies or industries, the securities of which are included in the Fund's
investment portfolio or may be under consideration for inclusion therein; and
(ii) formulate and execute an ongoing program of investment for the Fund,
including geographic allocation, consistent with the Fund's investment
objective, policies, strategy and restrictions. Under the terms of the
Sub-Advisory Contract, HIM will supervise the performance of Hansberger,
including Hansberger's adherence to the Fund's investment objective and
policies.
The Sub-Advisory Contract provides that Hansberger shall not be liable for any
error of judgment or mistake of law or for losses to the Trust or its
shareholders, provided that Hansberger is not protected from liability to the
Trust or its shareholders resulting from Hansberger's willful misfeasance, bad
faith or gross negligence in the performance of its duties under the
Sub-Advisory Contract, or from reckless disregard of its duties and obligations
thereunder.
Duration and Termination. The Sub-Advisory Contract will be become effective
upon shareholder approval or as soon as practicable thereafter. The Sub-Advisory
Contract will continue in effect until February 23, 1999, and thereafter shall
continue for successive annual periods, provided that the continuation is
specifically approved at least annually by the Board or by vote of the
shareholders of the Fund, and in either case by a majority of the Board who are
not parties to the Sub-Advisory Contract or interested persons of Harris Trust,
HIM, Hansberger or the Fund, at a meeting called for the purpose of voting on
the Sub-Advisory Contract. The Sub-Advisory Contract is terminable without
penalty by the Fund on 60 days' written notice when authorized either by vote of
the Fund's shareholders or by a vote of a majority of the Board, and
-5-
will automatically terminate in the event of its "assignment" (as that term is
defined in the 1940 Act).
Compensation. Compensation under the Sub-Advisory Contract will not increase the
amounts that the Fund pays for advisory services. Under the Sub-Advisory
Contract, HIM will bear Hansberger's fees, which will be calculated daily and
paid monthly, at an annual rate of 0.75% of the first $25 million of the average
net assets of the Fund, 0.50% of the next $75 million, and 0.35% of net assets
in excess of $100 million.
Background of Hansberger. Hansberger is an investment adviser registered under
the Investment Advisers Act of 1940, as amended, and conducts a worldwide
portfolio management business that provides a broad range of portfolio
management services to clients in the United States and abroad. Hansberger, a
Delaware corporation, has principal offices at 515 East Las Olas Blvd., Suite
1300, Fort Lauderdale, Florida, 33301 and was founded by Mr. Thomas L.
Hansberger in 1994. Before forming Hansberger in 1994, Mr. Hansberger had served
as Chairman, President and Chief Executive Officer of Templeton Worldwide, Inc.,
the parent holding company of the Templeton group of companies. While at
Templeton, Mr. Hansberger served as director of research and was an officer,
director or primary portfolio manager for several Templeton mutual funds. As of
June 1, 1997, Hansberger managed assets with a value of approximately $630
million. Hansberger receives investment advisory fees at an annual rate of 0.75%
from the Hansberger Institutional Series International Fund, which has an
investment objective and policies substantially similar to those of the Fund.
More information regarding Hansberger is provided below under "Additional
Information."
Portfolio Manager. Although the full advisory staff of Hansberger will
contribute to the investment management services provided to the Fund, James E.
Chaney will be primarily responsible for the day-to-day management of the Fund.
Mr. Chaney joined Hansberger in 1996 as Chief Investment Officer. Prior to
joining Hansberger, he was Executive Vice President for Templeton Worldwide and
a senior member of its Portfolio Management/Strategy Committee. While at
Templeton, Mr. Chaney managed numerous accounts, including the $2.5 billion
Foreign Equity Series of Templeton Institutional Funds Inc.
IMPACT ON THE FUND'S OPERATIONS
Investment Policies. The Fund's objective is to provide international
diversification and capital appreciation, with current income as a secondary
objective. Hansberger will manage the Fund's investment portfolio in a manner
consistent with these objectives. Hansberger also will manage the Fund's
investments in accordance with the Fund's current investment policies and
restrictions with respect to permitted investment practices. Hansberger's
investment strategies and philosophies in pursuing the Fund's objectives may
depart from those of HIM, which currently manages the Fund's investments. In its
investment approach, Hansberger relies heavily on a fundamental analysis of
securities, seeking to maximize the scope and effectiveness of the approach by
extending its application into many countries around the world. Hansberger
believes that this extensive approach may offer more diverse opportunities and
the flexibility to
-6-
shift portfolio investments not only from company to company and industry to
industry, but also from country to country, in the search for undervalued
securities.
The investment approach that HIM has employed in managing the Fund contrasts
with Hansberger's approach. Under the management of HIM, the Fund has invested
in securities that are typical of those represented in the Morgan Stanley
Capital International Europe, Australia, Far East (EAFE) Index, a broad-based
index of international securities. Consistent with this approach, the Fund's
portfolio composition has been more or less reflective of the EAFE Index at any
point in time. Although the Fund will continue to invest in securities contained
in the EAFE Index, the Fund will not necessarily emphasize those securities or
invest in them in a manner consistent with their weightings in the EAFE Index.
Due to the expansive scope of Hansberger's investment process, the Fund under
Hansberger's management will invest in securities selected from a wider array of
potential investments. However, the Fund will tend to hold fewer securities at
any given time due to Hansberger's reliance on a security-by-security analysis,
as opposed to the comprehensive market-based approach previously employed.
The changes in the Fund's investment policies are intended to be more consistent
with the investment approach employed by Hansberger. These are not submitted for
approval by shareholders, and are discussed for the purpose of allowing
shareholders to consider the overall policies and investment program of the Fund
in relation to their consideration of Hansberger as the Fund's day-to-day
investment manager.
Portfolio Restructuring. Following the assumption of portfolio management duties
by Hansberger, significant portfolio turnover may occur in connection with
restructuring the Fund's portfolio to reflect Hansberger's investment approach.
This restructuring may result in increased transaction costs and realization of
capital gains and losses in the Fund's current fiscal year. Prior to assuming
responsibilities as Sub-Adviser, Hansberger may provide investment research
services to HIM, including information on particular securities, in order to
minimize the impact on the Fund's investment portfolio of appointing Hansberger
as Sub-Adviser.
FACTORS CONSIDERED BY THE BOARD OF TRUSTEES
The Board believes that the terms of the Sub-Advisory Contract are fair to, and
in the best interests of, the Trust, the Fund and the shareholders. The Board,
which is comprised only of non-interested Trustees, recommends approval by the
shareholders of the Sub-Advisory Contract between HIM and Hansberger on behalf
of the Fund. In reaching its decision, the Board carefully evaluated Hansberger
as an international investment manager and weighed many factors including, but
not limited to: (1) the nature and quality of the services expected to be
rendered to the Fund by Hansberger; (2) the Fund's investment objectives and
asset size; (3) the compensation payable to Hansberger under the proposed
Sub-Advisory Contract by HIM and the fact that such compensation will not result
in an increase in the Fund's advisory fees or aggregate expense ratio; (4) the
history, reputation, qualifications and background of Hansberger, as well as the
qualifications of its personnel and its financial condition; (5) the potential
transaction costs
-7-
and realization of capital gains and losses involved in restructuring the Fund's
portfolio to reflect Hansberger's investment approach; (6) the benefits expected
to be realized as a result of the Fund's association with Hansberger; and (7)
other factors deemed relevant.
Harris Trust has advised the Board that it expects that there will be no
dilution in the scope and quality of advisory services provided to the Fund as a
result of the Sub-Advisory Contract. Accordingly, the Board believes that the
Fund should receive investment advisory services under the Sub-Advisory Contract
that are equal or superior to those currently received under the Existing
Agreements, at the same fee level.
If the Sub-Advisory Contract is not approved by shareholders, HIM would continue
to perform the day-to-day management of the Fund's investment portfolio under
the supervision of Harris Trust. In that event, the Board might seek alternative
sources for investment sub-advisory services. Even if the proposal is approved
by shareholders of the Fund, the Board will retain the right in its judgment to
delay or not to proceed with such appointment with respect to the Fund for any
reason.
Based on the foregoing, the Board determined that it would be in the best
interests of the Fund and its shareholders for shareholders to approve the
appointment of Hansberger as Sub-Adviser pursuant to the proposed Sub-Advisory
Contract.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS
THAT SHAREHOLDERS VOTE IN FAVOR OF THE PROPOSAL.
ADDITIONAL INFORMATION
BENEFICIAL SHARE OWNERSHIP
As of July 11, 1997, the shareholders listed in the table below owned of record
or beneficially more than 5% of the outstanding Shares of a class of the Fund.
Holdings of less than 1% of Shares of the Fund are indicated by "-".
<TABLE>
<CAPTION>
Shareholder Number of Shares % of Class % of Fund
----------- ---------------- ---------- ---------
<S> <C> <C> <C>
CLASS A SHARES
National Financial Services Corp. 14,024.151 22.07% -
Church Street Station
New York, NY 10008
Harris Trust and Savings Bank 7,432.918 11.70% -
Chicago, IL 60690
Karen Toole Verbica 7,363.103 11.59% -
San Jose, CA 95150
-8-
Shareholder Number of Shares % of Class % of Fund
----------- ---------------- ---------- ---------
CLASS A SHARES, CONTINUED
Carlos Garin & Louise Garin 7,336.783 11.54% -
Bosque De Las Lomos 127
Mexico
Northern Trust 4,921.429 7.74% -
Chicago, IL 60675
INSTITUTIONAL SHARES
Harris Trust and Savings Bank 11,116,770.890 95.55% 95.03%
Chicago, IL 60690
</TABLE>
As of July 11, 1997, the Trustees and officers of the Trust as a group owned of
record and beneficially less than 1% of the Fund and each of its classes.
ADDITIONAL INFORMATION ABOUT HANSBERGER
Set forth below is information concerning the principal executive officer and
directors of Hansberger:
<TABLE>
<CAPTION>
Name Principal Occupation
---- --------------------
<S> <C>
Thomas L. Hansberger Chairman, President and Chief Executive Officer of Hansberger
Salah M. Al-Maousherji Director of Hansberger and President of Al-Mashora Consultancy
Services (financial consulting firm)
Alberto Cribiore Director of Hansberger and Principal of Brera Capital Partners, LLC
(investment banking firm)
Max C. Chapman, Jr. Director of Hansberger, Chairman of Nomura Holding America, Inc. and
Director and Managing Director of Nomura Securities Limited
(financial services companies)
</TABLE>
The business address of each of the foregoing is 515 East Olas Boulevard, Suite
1300, Fort Lauderdale, Florida 33301.
As of June 1, 1997, Thomas L. Hansberger owned approximately 48% of the
outstanding shares of Hansberger. As of the same date, SLW Family Limited
Partnership, of which Mr. Hansberger is a Partner, owned approximately 15% of
the outstanding shares of Hansberger.
-9-
OTHER MATTERS; SHAREHOLDER PROPOSALS
Management knows of no other matters which are to be brought before the Meeting.
However, if any other matters come before the Meeting, it is intended that the
persons named in the enclosed form of Proxy, or their substitutes, will vote the
Proxy in accordance with their judgment on such matters.
It is anticipated that, following the Meeting, the Fund will not hold any
meetings of shareholders except as required by Federal or Massachusetts law.
Shareholders wishing to submit proposals for inclusion in a proxy statement for
a subsequent shareholder meeting should send proposals to the Secretary of the
Trust, John E. Pelletier, in care of Funds Distributor, Inc., 60 State Street,
Suite 1300, Boston, Massachusetts 02109.
NOTICES TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES
Banks, broker-dealers and voting trustees and their nominees should advise the
Secretary of the Trust, John E. Pelletier, in care of Funds Distributor, Inc.,
60 State Street, Suite 1300, Boston, Massachusetts 02109, whether, with respect
to Shares of record held by them, other persons are beneficial owners of Shares
for which proxies are being solicited and if so, the number of copies of the
Proxy Statement needed in order to supply copies to the beneficial owners of the
Shares.
YOU ARE URGED TO FILL IN, DATE AND SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Trustees,
JOHN E. PELLETIER
Vice President and Secretary
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EXHIBIT A
INVESTMENT SUB-ADVISORY CONTRACT
FOR
HARRIS INSIGHT INTERNATIONAL FUND
WITH
HANSBERGER GLOBAL INVESTORS, INC.
Harris Investment Management, Inc. (the "Portfolio Management Agent"),
a Delaware corporation registered as an investment adviser under the Investment
Advisers Act of 1940, as amended (the "Advisers Act"), and Hansberger Global
Investors, Inc. (the "Subadviser"), a Delaware corporation registered as an
investment adviser under the Advisers Act, agree as follows:
1. APPOINTMENT OF SUBADVISER. Subject to and in accordance with the
Portfolio Management Agreement between Harris Trust and Savings Bank, an
Illinois bank and the investment adviser to the portfolios of Harris Insight
Funds Trust (the "Trust") (the "Adviser"), and the Portfolio Management Agent,
the Portfolio Management Agent appoints the Subadviser to act as manager of the
assets of the Harris Insight International Fund (the "Fund"), a portfolio of the
Trust, said assets, including interest and dividends earned thereon and capital
accretions or other additions thereto (collectively, the "Assets"), to be
invested in accordance with the current Prospectus and Statement of Additional
Information of the Fund, as amended or supplemented from time to time, 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"), the Adviser and the
Portfolio Management Agent, the Subadviser shall have supervisory responsibility
for the general management and investment of the Assets of the Fund giving due
consideration to the investment policies and restrictions, portfolio transaction
policies and the other statements concerning the Fund 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, and to the provisions of the Internal Revenue Code
applicable to regulated investment companies and other applicable law (the
"Investment Policies and Restrictions"). The Subadviser shall not lend or pledge
any of the Assets without the prior written consent of the Portfolio Management
Agent.
Subject to the overall control of the Board of Trustees, the Adviser
and the Portfolio Management Agent, and unless otherwise instructed, the
Subadviser shall vote proxies solicited by issuers of securities held by the
Fund.
(B) MANAGEMENT SERVICES. In carrying out its obligations to manage and
invest the Assets, the Subadviser shall: (i) obtain and evaluate pertinent
economic, statistical, financial and other information affecting the economic
regions and individual national economies generally, together with information
specific to individual companies or industries, the securities of which are
included in the Fund's investment portfolio or may be under consideration for
inclusion therein; and (ii) formulate, recommend, and execute an ongoing program
of investment for the Fund consistent with the Fund's investment objective,
policies, strategy, and restrictions as set forth in the Fund's registration
statement.
(C) MONITORING SUBADVISER. The Portfolio Management Agent 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.
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(D) REPORTS AND INFORMATION. The Subadviser shall furnish to the
Portfolio Management Agent periodic reports on the investment strategy and
performance of the Fund and such additional reports and information as the
Portfolio Management Agent or the Board of Trustees or the officers of the Trust
may reasonably request.
(E) UNDERTAKINGS OF SUBADVISER. The Subadviser further agrees that it
will:
(i) At all times be duly registered as an investment adviser
under the Advisers Act 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) In the name of the Fund, place or direct the placement
of orders for the execution of portfolio transactions in accordance with the
policies with respect thereto, as set forth in the Fund's then current
Prospectus and Statement of Additional Information, as amended from time to
time, and under the 1933 Act and the 1940 Act. In placing orders or directing
the placement of orders for the execution of portfolio transactions, the
Subadviser shall select brokers and dealers for the execution of the Fund's
transactions. In selecting brokers or dealers to execute such orders, the
Subadviser is expressly authorized to consider the fact that a broker or dealer
has furnished statistical, research or other information or services which
enhance the Subadviser's investment research and portfolio management capability
generally. It is further understood in accordance with Section 28(e) of the
Securities Exchange Act of 1934, as amended, that the Subadviser may negotiate
with and assign to a broker a commission which may exceed the commission which
another broker would have charged for effecting the transaction if the
Subadviser determines in good faith that the amount of commission charged was
reasonable in relation to the value of brokerage and/or research services (as
defined in Section 28(e)) provided by such broker, viewed in terms either of the
Fund's or the Subadviser's overall responsibilities to the Subadviser's
discretionary accounts;
(iv) Maintain books and records with respect to the securities
transactions of the Fund;
(v) Notify the Portfolio Management Agent within five business
days of any change in the Subadviser's directors and senior officers, and of any
anticipated action that would constitute an "assignment" of this Agreement under
the 1940 Act; and
(vi) 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 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 applicable
law, 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.
(F) 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.
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(G) INDEPENDENT CONTRACTOR. The Subadviser shall for all purposes
herein be deemed to be an independent contractor and not an agent of the Trust
or the Portfolio Management Agent and shall, unless otherwise expressly provided
or authorized, have no authority to act for or represent the Trust or the
Portfolio Management Agent in any way.
3. UNDERTAKINGS OF PORTFOLIO MANAGEMENT AGENT. The Portfolio Management
Agent will:
(a) Furnish to the Subadviser promptly a copy of the Trust's
Declaration of Trust and By-Laws, each amendment to the registration statement
of the Trust under the 1940 Act and the 1933 Act, of each Prospectus and
Statement of Additional Information relating to the Fund and any supplement
thereto, all governing documents of the Fund and all Board-adopted procedures of
the Fund;
(b) Inform the principal custodian of the Fund (the "Custodian")
(currently PNC Bank, N.A.) of the appointment of the Subadviser as investment
subadviser in the provision of custodial services to the Fund;
(c) Instruct the Custodian to cooperate with the Subadviser in the
provision of custodial services to the Fund; 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
reasonably 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 Portfolio Management Agent under
this Agreement, the Portfolio Management Agent shall pay to the Subadviser a
monthly fee, computed and accrued on each day on which the Fund's net asset
value is determined, and payable in arrears on the first business day of each
month, at the annual rate of 0.75% of the first $25 million of the average net
asset value of the Assets, 0.50% of the next $75 million, and 0.35% of such net
asset value in excess of $100 million. The fee payable under this Agreement
shall be reduced proportionately during any month in which this Agreement is not
in effect for the entire month.
6. NON-EXCLUSIVITY. The Portfolio Management Agent understands that the
Subadviser now acts, will continue to act, or may act in the future, as
investment adviser or investment subadviser to fiduciary and other managed
accounts, including other investment companies and the Portfolio Management
Agent has no objection to the Subadviser so acting, provided that the Subadviser
duly performs all obligations under this Agreement. If the availability of any
particular investment security is limited and that security meets the investment
objective, policies and current strategy of the Fund and also those of one or
more of the Subadviser's other managed accounts, such security will be allocated
among such accounts on an equitable basis, having regard to whether the security
is currently held in any of the relevant investment portfolios, the relevant
size and rate of growth of each of the Fund and the other managed accounts, and
other reasonable factors. The Portfolio Management Agent also understands that
the Subadviser may give advice and take action with respect to any of its other
clients or for its own account which may differ from the timing or nature of
action taken by the Subadviser, with respect to the Fund. Nothing in this
Agreement shall impose upon the Subadviser any obligation to purchase or sell or
to recommend for purchase or sale, with respect to the Fund, any security which
the Subadviser or its shareholder, directors, officers, employees or affiliates
may purchase or sell for its or their own account(s) or for the account of any
other client, provided however, that the Subadviser and its personnel will
comply with the code of ethics applicable to them as approved by the Board of
Trustees of the Trust.
Except to the extent necessary to perform its obligations hereunder,
nothing herein shall be deemed to limit or restrict the right of the Subadviser,
or the right of any of its officers, directors or employees who may also be an
officer, director or employee of the Fund, or person otherwise affiliated with
the Fund (within the meaning of the 1940 Act) to engage in any other business or
to devote time and attention to the management or other aspects of any
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other business, whether of a similar or dissimilar nature, or to render services
of any kind to any other trust, corporation, firm, individual or association.
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 Portfolio Management Agent (or any authorized agent
of the Portfolio Management Agent 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. REPRESENTATIONS OF THE PORTFOLIO MANAGEMENT AGENT AND SUBADVISER.
The Portfolio Management Agent represents that (i) it is authorized to perform
the services herein; (ii) the appointment of the Subadviser has been duly
authorized; and (iii) it will act in conformity with the 1940 Act, and other
applicable laws.
The Subadviser represents that (i) a copy of its Articles of
Incorporation, together with all amendments thereto, is on file in the office of
the Secretary of the State of Delaware; (ii) it will act in conformity with the
1940 Act and other applicable laws; and (iii) is authorized to perform the
services described herein.
10. AUTHORIZED PERSONS.
(a) The Subadviser is authorized to accept instructions and directions
with respect to this Agreement signed by any Director or Senior Director of the
Portfolio Management Agent. The Portfolio Management Agent will notify the
Subadviser of any changes in its officers empowered to act under this Agreement.
Until actual written notice of any such changes is received by the Subadviser,
Subadviser may continue to accept instructions and directions from those
officers previously designated by the Portfolio Management Agent.
(b) The Portfolio Management Agent is authorized to accept instructions
and directions with respect to this Agreement signed by any authorized persons
of the Subadviser as listed in Schedule A of this Agreement. The Subadviser will
notify the Portfolio Management Agent 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.
11. USE OF SUBADVISER'S NAME AND MARKS. The Subadviser grants to the
Portfolio Management Agent and the Trust the limited and non-exclusive right to
use, in marketing, promotional and advertising materials of the Portfolio
Management Agent 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 prior written approval by the Subadviser as to form and content prior to
its use by the Portfolio Management Agent or the Trust, which approval shall not
unreasonably be withheld. The Subadviser consents to the disclosure, in
documents relating to the Fund, of its name as the investment subadviser and
portfolio manager of the Assets of the Fund.
12. AMENDMENT. This Agreement may not be amended without the
affirmative votes (a) of a majority of the Trustees of the Trust, including a
majority of those Trustees who are not "interested persons" of the Trust, the
Investment Adviser, the Portfolio Management Agent 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.
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13. TERMINATION. This Agreement may be terminated, 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
Portfolio Management Agent and the Subadviser. This Agreement may be terminated
by the Portfolio Management Agent and the Subadviser 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 the Fund from the date hereof until February
23, 1999 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 Investment Adviser, the Portfolio
Management Agent 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 the Fund.
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 Subadviser: Hansberger Global Investors, Inc.
515 East Las Olas Blvd., Suite 1300
Fort Lauderdale, Florida 33301
Attention: General Counsel
To the Portfolio
Management Agent: Harris Investment Management, Inc.
190 South LaSalle Street
Chicago, IL 60606
To the Trust: Harris Insight Funds Trust
60 State Street, Suite 1300
Boston, MA 02109
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. 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.
16. 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.
17. 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
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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
constitutes the entire agreement between the parties hereto. This Agreement may
be executed in any number of counterparts, each of which shall be deemed an
original.
Dated: ________________
HARRIS INVESTMENT MANAGEMENT, INC.
By:
-------------------------------
Name:
Title:
ATTEST:
______________________, Secretary
HANSBERGER GLOBAL INVESTORS, INC.
By:
------------------------------
Name:
Title:
ATTEST:
______________________, Secretary
AGREED AND ACCEPTED:
HARRIS INSIGHT FUNDS TRUST
By:
-----------------------------
Name:
Title:
ATTEST:
______________________, Secretary
HARRIS TRUST AND SAVINGS BANK
By:
----------------------------
Name:
Title:
ATTEST:
______________________, Secretary
* * *
SCHEDULE A
SUBADVISER'S AUTHORIZED PERSONS
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Please Mark, Sign, Date and Return This Proxy Promptly Using the Enclosed
Envelope.
HARRIS INSIGHT(R) FUNDS TRUST
HARRIS INSIGHT INTERNATIONAL FUND
SPECIAL MEETING OF SHAREHOLDERS - AUGUST 6, 1997
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
Revoking any such prior appointments, the undersigned hereby appoints John E.
Pelletier and Christopher J. Kelley (or, if only one shall act, that one), each
with the power of substitution, as proxies for the undersigned, to vote all
shares of Harris Insight International Fund (the "Fund"), a series of Harris
Insight Funds Trust (the "Trust"), which the undersigned is entitled to vote at
the Special Meeting of Shareholders of the Fund called to be held at the offices
of the Trust, 60 State Street, Suite 1300, Boston, Massachusetts 02109 on
Wednesday, August 6, 1997 at 10:00 a.m. Eastern time, and at any adjournment
thereof.
The shares of beneficial interest represented by this Proxy will be voted in
accordance with the instructions given by the undersigned below. If no
instructions are given, such shares will be voted FOR the Proposal set forth
below.
PROPOSAL: APPROVAL OF AN INVESTMENT SUB-ADVISORY CONTRACT BETWEEN
HARRIS INVESTMENT MANAGEMENT, INC. AND HANSBERGER GLOBAL INVESTORS,
INC. ON BEHALF OF THE FUND. (The Board of Trustees unanimously
recommends that you vote FOR.)
FOR ( ) AGAINST ( ) ABSTAIN ( )
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Meeting.
Receipt is acknowledged of the Notice of Proxy Statement for the Special Meeting
of Shareholders to be held on August 6, 1997. (NOTE: Checking the box labeled
ABSTAIN will result in the shares covered by the Proxy being treated as if they
were voted AGAINST the proposal.) PLEASE SIGN AND DATE THIS PROXY IN THE SPACE
PROVIDED. Execution by shareholders who are not individuals must be made by an
authorized signatory. Executors, administrators, trustees, guardians and others
signing in a representative capacity should give their full title as such.
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Authorized Signature Date
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Printed Name (and Title if Applicable) Date
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Authorized Signature (Joint Investor) Date
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Printed Name (and Title if Applicable) Date
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
