As filed electronically with the Securities and Exchange Commission on
September 15, 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. 6
--
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 9
--
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)
X 60 days after filing pursuant to paragraph (a)
---
--- 75 days after filing pursuant to paragraph (a)
--- on __________ 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
------
<TABLE>
<CAPTION>
N-1A Item No. Location
- ------------- --------
<S> <C>
Item 1. Cover Page Cover Page
Item 2. Synopsis Expense Summary; Financial Highlights
Item 3. Condensed Financial Information Financial Highlights; General Information - How
Performance is Reported
Item 4. General Description of Registrant Cover Page; Fund Summary; Investment Objectives and
Policies; Additional Investment Information; General
Information - More Information About the Trust and
the Company
Item 5. Management of the Fund Management
Item 5A. Management: Discussion of Fund Performance Not Applicable
Item 6. Capital Stock and Other Securities Cover Page; Shareholder Services and Policies; How
the Funds Make Distributions to Shareholders; Tax
Information; General Information - More Information
About the Trust and the Company
Item 7. Purchase of Securities Being Offered Management; How to Buy Shares; How to Sell Shares;
Shareholder Services and Policies; General
Information - How Share Value is Determined
Item 8. Redemption or Repurchase How to Buy Shares; How to Sell Shares; Shareholder
Services and Policies
Item 9. Pending Legal Proceedings Not Applicable
(SAI offering Class A and Institutional Shares of Harris Insight Funds Trust)
Part B
------
N-1A Item No. Location
- ------------- --------
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; Financial
Securities Being Offered Statements
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 Financial Statements
</TABLE>
Part A (Prospectuses)
- ---------------------
Part A of this Post-Effective Amendment No. 6 to the Registration Statement
includes the "Financial Highlights" for Harris Insight Balanced Fund,
Convertible Securities Fund, Intermediate Government Bond Fund, and Small-Cap
Value Fund (together with the other series of Registrant, the "Funds") on the
following pages and incorporates by reference thereto the Funds' prospectuses
contained in Part A of the Registrant's Post-Effective Amendment No. 4 filed
with the Securities and Exchange Commission on May 1, 1997 (Accession Number:
0000912057-97-015080) and the Funds' prospectuses contained in Registrant's Rule
497(c) filing on May 5, 1997 (Accession Number: 0000912057-97-015443) and in
Registrant's Rule 497(e) filings on August 5, 1997 (Accession Number:
0000903893-97-001037) and August 18, 1997 (Accession Number:
0000903893-97-001107).
HARRIS INSIGHT(R) FUNDS
HARRIS INSIGHT EQUITY FUNDS
HARRIS INSIGHT FIXED INCOME FUNDS
HARRIS INSIGHT MONEY MARKET FUNDS
Class A Shares
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The following financial highlights represent selected data for a single Class A
Share of the Balanced Fund, the Convertible Securities Fund and the Intermediate
Government Bond Fund for the periods shown. This data supplements information
contained in the Prospectus and is derived from the financial statements of the
Funds for the periods ended June 30, 1997.
<TABLE>
<CAPTION>
CONVERTIBLE INTERMEDIATE
BALANCED FUND SECURITIES FUND GOVERNMENT BOND FUND
----------------------- ----------------------- -----------------------
FOR THE PERIOD FOR THE PERIOD FOR THE PERIOD
04/16/97(6) 03/26/97(6) 04/16/97(6)
TO 06/30/97 TO 06/30/97 TO 06/30/97
----------------------- ----------------------- -----------------------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
Net Asset Value, Beginning of Period $12.56 $29.30 $16.06
----------------------- ----------------------- -----------------------
INCOME FROM INVESTMENT OPERATIONS:
Net Investment Income 0.118 0.290 0.213
Net Realized and Unrealized Gain/(Loss)
on Investments 1.024 0.745 0.170
----------------------- ----------------------- -----------------------
Total from Investment Operations 1.142 1.035 0.383
----------------------- ----------------------- -----------------------
LESS DISTRIBUTIONS:
Net Investment Income (0.112) (0.285) (0.213)
----------------------- ----------------------- -----------------------
Total Distributions (0.112) (0.285) (0.213)
----------------------- ----------------------- -----------------------
Net Asset Value, End of Period $13.59 $30.05 $16.23
======================= ======================= =======================
TOTAL RETURN(3)(4) 9.09% 3.53% 2.39%
RATIOS/SUPPLEMENTAL DATA:
Net Assets, End of Period ($000) 1 12 26
Ratios of Expenses to
Average Net Assets(1)(2) 1.13% 1.17% 0.75%
Ratio of Net Investment Income
to Average Net Assets(2) 3.18% 4.02% 6.20%
Portfolio Turnover Rate 42.67% 21.33% 32.89%
Average Commission Rate(5) $0.059 $0.060 --
- --------------
</TABLE>
(1)Without the voluntary waiver of fees, the annualized expense ratios for the
periods ended June 30, 1997 for the Convertible Securities Fund and the
Intermediate Government Bond Fund would have 1.18% and 1.12%, respectively.
(2)Annualized.
(3)Total returns for periods less than one year are not annualized.
(4)Sales load is not reflected in total return.
(5)Computed by dividing the total amount of commission paid by the total number
of shares purchased and sold during the period.
(6)Date commenced operations.
HARRIS INSIGHT(R) FUNDS
HARRIS INSIGHT EQUITY FUNDS
HARRIS INSIGHT FIXED INCOME FUNDS
HARRIS INSIGHT MONEY MARKET FUNDS
Institutional Shares
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The following financial highlights represent selected data for a single
Institutional Class Share of the Balanced Fund, the Convertible Securities Fund,
the Intermediate Government Bond Fund and the Small-Cap Value Fund for the
periods shown. This data supplements information contained in the Prospectus and
is derived from the financial statements of the Funds for the periods ended June
30, 1997.
<TABLE>
<CAPTION>
INTERMEDIATE
CONVERTIBLE GOVERNMENT BOND SMALL-CAP
BALANCED FUND SECURITIES FUND FUND VALUE FUND
---------------- --------------- ----------------- -----------------
FOR THE PERIOD FOR THE PERIOD FOR THE PERIOD FOR THE PERIOD
03/24/97(6) 03/24/97(6) 03/24/97(6) 03/24/97(6)
TO 06/30/97 TO 06/30/97 TO 06/30/97 TO 06/30/97
---------------- ---------------- ----------------- -----------------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $12.74 $29.15 $16.12 $28.29
---------------- ---------------- ----------------- -----------------
INCOME FROM INVESTMENT OPERATIONS:
Net Investment Income 0.123 0.348 0.283 0.070
Net Realized and Unrealized Gain/(Loss)
on Investments 0.844 0.868 0.110 3.099
---------------- ---------------- ----------------- -----------------
Total from Investment Operations 0.967 1.216 0.393 3.169
---------------- ---------------- ----------------- -----------------
LESS DISTRIBUTIONS:
Net Investment Income (0.117) (0.316) (0.283) (0.059)
---------------- ---------------- ----------------- -----------------
Total Distributions (0.117) (0.316) (0.283) (0.059)
---------------- ---------------- ----------------- -----------------
Net Asset Value, End of Period $13.59 $30.05 $16.23 $31.40
================ ================ ================= =================
TOTAL RETURN(3)(4) 7.58% 4.17% 2.46% 11.20%
RATIOS/SUPPLEMENTAL DATA:
Net Assets, End of Period ($000) 60,440 58,087 91,161 60,986
Ratios of Expenses to
Average Net Assets(1)(2) 0.88% 0.92% 0.50% 0.99%
Ratio of Net Investment Income
to Average Net Assets(2) 3.43% 4.27% 6.45% 0.95%
Portfolio Turnover Rate 42.67% 21.33% 32.89% 23.09%
Average Commission Rate(5) $0.059 $0.060 -- $0.054
- --------------
</TABLE>
(1) Without the voluntary waiver of fees, the annualized expense ratios for the
periods ended June 30, 1997 for the Convertible Securities Fund, the
Intermediate Government Bond Fund and the Small-Cap Value Fund would have
been 0.93%, 0.87% and 1.03, respectively.
(2) Annualized.
(3) Total returns for periods less than one year are not annualized.
(4) Sales load is not reflected in total return.
(5) Computed by dividing the total amount of commission paid by the total
number of shares purchased and sold during the period.
(6) Date commenced operations.
Part B (Statement of Additional Information)
- --------------------------------------------
Part B of this Post-Effective Amendment No. 6 to the Registration Statement
incorporates by reference thereto Harris Insight International Fund, Small-Cap
Opportunity Fund, Small-Cap Value Fund, Growth Fund, Equity Income Fund, Index
Fund, Balanced Fund, Convertible Securities Fund, Tax-Exempt Bond Fund, Bond
Fund, Intermediate Tax-Exempt Bond Fund and Intermediate Government Bond Fund
(the "Funds") statement of additional information contained in Part B of the
Registrant's Post-Effective Amendment No. 4 filed with the Securities and
Exchange Commission on May 1, 1997 (Accession Number: 0000912057-97-015080), and
the Funds' statement of additional information contained in Registrant's Rule
497(c) filing on May 5, 1997 (Accession Number: 0000912057-97-015443) and in the
Registrant's 497(e) filing on August 5, 1997 (Accession Number:
0000903893-97-001037).
The financial statements of Harris Insight Balanced Fund, Convertible Securities
Fund, Intermediate Government Bond Fund and Small-Cap Value Fund for the periods
ended June 30, 1997 (which include statement of net assets, statement of
operations, statement of changes in net assets, statement of changes - capital
stock activity, financial highlights and notes to financial statements) are
incorporated herein by reference to the Registrant's N-30D filing on September
5, 1997 (Accession Number: 0000935069-97-000138).
PART C
- ------
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
- -------- ----------------------------------
(a) Financial Statements
--------------------
Included in Part A of this Registration Statement:
Financial Highlights for Class A Shares:
Balanced Fund for the period April 16, 1997
(commencement of operations) to June 30, 1997
(unaudited)
Convertible Securities Fund for the period March 26,
1997 (commencement of operations) to June 30, 1997
(unaudited)
Intermediate Government Bond Fund for the period
April 16, 1997 (commencement of operations) to June
30, 1997 (unaudited)
Financial Highlights for Institutional Shares of:
Balanced Fund for the period March 24, 1997
(commencement of operations) to June 30, 1997
(unaudited)
Convertible Securities Fund for the period March 24,
1997 (commencement of operations) to June 30, 1997
(unaudited)
Intermediate Government Bond Fund for the period
March 24, 1997 (commencement of operations) to June
30, 1997 (unaudited)
Small-Cap Value Fund for the period March 24, 1997
(commencement of operations) to June 30, 1997
(unaudited)
Included in Part B of this Registration Statement:
Audited Financial Statements as of December 31, 1996 are
incorporated by reference from the Registrant's Annual
Report dated December 31, 1996 and include the following:
For all Funds, except the Balanced Fund, the Convertible
Securities Fund, the Intermediate Government Bond Fund
and the Small-Cap Value Fund:
Statement of Net Assets, December 31, 1996
Statement of Operations for the Year Ended December
31, 1996
Statement of Changes in Net Assets
Statement of Changes - Capital Stock Activity
Financial Highlights
Notes to Financial Statements
Report of Independent Accountants
For the Class A Shares and Institutional Shares of the
Balanced Fund, the Convertible
Securities Fund and the Intermediate Government Bond Fund
and for the Institutional Shares of the Small-Cap Value
Fund:
Statement of Net Assets, June 30, 1997 (unaudited)
Statements of Operations for the Period Ended June
30, 1997 (unaudited)
Statements of Changes in Net Assets for the Period
Ended June 30, 1997 (unaudited)
Statements of Changes - Capital Stock Activity for
the Period Ended June 30, 1997 (unaudited)
Financial Highlights (unaudited)
Notes to Financial Statements (unaudited)
(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
(incorporated by reference to Exhibit No. 1(b) to the PEA No.
3 filed on February 28, 1997).
(c) Amendment to Declaration of Trust dated June 6, 1997
(incorporated by reference to Exhibit No. 1(c) to the PEA No.
5 filed on June 13, 1997).
(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 (incorporated by
reference to Exhibit No. 2(b) to the PEA No. 3 filed on
February 28, 1997).
(c) Amendment to By-Laws dated January 23, 1996 (incorporated by
reference to Exhibit No. 2(c) to the PEA No. 3 filed on
February 28, 1997).
(d) Amendment to By-Laws dated November 4, 1996 (incorporated by
reference to Exhibit No. 2(d) to the PEA No. 3 filed on
February 28, 1997).
(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" or the
"Adviser") (incorporated by reference to Exhibit No. 5(a)(i)
to the PEA No. 3 filed on February 28, 1997).
(a)(ii) Notice to the Adviser dated January 21, 1997 on behalf of
Harris Insight Small-Cap Value Fund (incorporated by reference
to Exhibit No. 5(a)(ii) to the PEA No. 5 filed on June 13,
1997).
(a)(iii) Notice to the Adviser dated June 6, 1997 on behalf of Harris
Insight Emerging Markets
Fund (filed herewith).
(b)(i) Portfolio Management Contract dated February 23, 1996 between
Harris Trust and Harris Investment Management, Inc. ("HIM" or
the "Portfolio Management Agent") (incorporated by reference
to Exhibit No. 5(b)(i) to the PEA No. 3 filed on February 28,
1997).
(b)(ii) Notice to the Portfolio Management Agent dated January 21,
1997 on behalf of Harris Insight Small-Cap Value Fund
(incorporated by reference to Exhibit No. 5(b)(ii) to the PEA
No. 5 filed on June 13, 1997).
(b)(iii) Notice to the Portfolio Management Agent dated June 6, 1997 on
behalf of Harris Insight Emerging Markets Fund (filed
herewith).
(c)(i) Investment Sub-Advisory Contract dated August 6, 1997 between
HIM and Hansberger Global Investors, Inc. on behalf of Harris
Insight International Fund (filed herewith).
(c)(ii) Form of Investment Sub-Advisory Contract between HIM and
Hansberger Global Investors, Inc. on behalf of Harris Insight
Emerging Markets Fund (filed herewith).
(6) (a) Distribution Agreement dated February 23, 1996 between the
Registrant and Funds Distributor, Inc. ("FDI") (incorporated
by reference to Exhibit No. 6(a) to the PEA No. 3 filed on
February 28, 1997).
(b) Notice to the Distributor dated January 21, 1997 on behalf of
Harris Insight Small-Cap Value Fund (incorporated by reference
to Exhibit No. 6(b) to the PEA No. 3 filed on February 28,
1997).
(c) Notice to the Distributor dated June 6, 1997 on behalf of
Harris Insight Emerging Markets Fund (filed herewith).
(7) Not applicable.
(8) (a) Custodian Agreement dated February 23, 1996 between Registrant
and PNC Bank, N.A. (incorporated by reference to Exhibit No.
8(a) to the PEA No. 3 filed on February 28, 1997).
(b) Notice to the Custodian dated January 21, 1997 on behalf of
Harris Insight Small-Cap Value Fund (incorporated by reference
to Exhibit No. 8(b) to the PEA No. 3 filed on February 28,
1997).
(c) Notice to the Custodian dated June 6, 1997 on behalf of Harris
Insight Emerging Markets Fund (filed herewith).
(9) (a)(i) Transfer Agency Services Agreement dated July 1, 1996 between
Registrant and Harris Trust (incorporated by reference to
Exhibit No. 9(a)(i) to the PEA No. 3 filed on February 28,
1997).
(a)(ii) Notice to the Transfer Agent dated January 21, 1997 on behalf
of Harris Insight Small-Cap Value Fund (incorporated by
reference to Exhibit No. 9(a)(ii) to the PEA No. 5 filed on
June 13, 1997).
(a)(iii) Notice to the Transfer Agent dated June 6, 1997 on behalf of
Harris Insight Emerging
Markets Fund (filed herewith).
(b)(i) Sub-Transfer Agency Services Agreement dated July 1, 1996
between Harris Trust and PFPC Inc. (incorporated by reference
to Exhibit No. 9(b)(i) to the PEA No. 3 filed on February 28,
1997).
(b)(ii) Notice to the Sub-Transfer Agent dated January 21, 1997 on
behalf of Harris Insight Small-Cap Value Fund (incorporated by
reference to Exhibit No. 9(b)(ii) to the PEA No. 3 filed on
February 28, 1997).
(b)(iii) Notice to the Sub-Transfer Agent dated June 6, 1997 on behalf
of Harris Insight Emerging Markets Fund (filed herewith).
(c)(i) Administration Agreement dated July 1, 1996 between Registrant
and Harris Trust (incorporated by reference to Exhibit No.
9(c)(i) to the PEA No. 3 filed on February 28, 1997).
(c)(ii) Notice to the Administrator dated January 21, 1997 on behalf
of Harris Insight Small-Cap Value Fund (incorporated by
reference to Exhibit No. 9(c)(ii) to the PEA No. 5 filed on
June 13, 1997).
(c)(iii) Notice to the Administrator dated June 6, 1997 on behalf of
Harris Insight Emerging Markets Fund (filed herewith).
(d)(i) Sub-Administration and Accounting Services Agreement dated
July 1, 1996 between Harris Trust and PFPC Inc. (incorporated
by reference to Exhibit No. 9(d)(i) to the PEA No. 3 filed on
February 28, 1997).
(d)(ii) Notice to the Sub-Administrator and Accounting Services Agent
dated January 21, 1997 on behalf of Harris Insight Small-Cap
Value Fund (incorporated by reference to Exhibit No. 9(d)(ii)
to the PEA No. 3 filed on February 28, 1997).
(d)(iii) Notice to the Sub-Administrator and Accounting Services Agent
dated June 6, 1997 on behalf of Harris Insight Emerging
Markets Fund (filed herewith).
(e)(i) Sub-Administration Agreement dated July 1, 1996 between Harris
Trust and FDI (incorporated by reference to Exhibit No.
9(e)(i) to the PEA No. 3 filed on February 28, 1997).
(e)(ii) Notice to the Sub-Administrator dated January 21, 1997 on
behalf of Harris Insight Small-Cap Value Fund (incorporated by
reference to Exhibit No. 9(e)(ii) to the PEA No. 3 filed on
February 28, 1997).
(e)(iii) Notice to the Sub-Administrator dated June 6, 1997 on behalf
of Harris Insight Emerging Markets Fund (filed herewith).
(10) Not applicable.
(11) Consent of Independent Accountants (filed herewith).
(12) Not applicable.
(13) Form of Purchase Agreement relating to Initial Capital
(incorporated by reference to
Exhibit No. 13 to the PEA No. 3 filed on February 28, 1997).
(14) Not applicable.
(15) (a) Service Plan relating to Class A Shares (incorporated by
reference to Exhibit No. 15(a) to the PEA No. 3 filed on
February 28, 1997).
(b) Form of Selling Agreement relating to Class A Shares
(incorporated by reference to Exhibit No. 15(b) to the PEA No.
3 filed on February 28, 1997).
(16) Certain schedules for computation of performance quotations
with respect to Class A Shares and Institutional Shares
(incorporated by reference to Exhibit No. 16 to the PEA No. 4
filed on May 1, 1997).
(17) Not applicable.
(18) Multi-Class Plan (incorporated by reference to Exhibit No. 18
to the PEA No. 3 filed on February 28, 1997).
(27) Financial Data Schedules (filed herewith).
Other Exhibits: Powers of Attorney for C. Gary Gerst, Edgar R. Fielder, John
W. McCarter, Jr. and Ernest M. Roth dated November 4, 1996
(incorporated by reference to the PEA No. 3 filed on February
28, 1997).
Item 25. Persons Controlled by or under Common Control with Registrant.
- -------- --------------------------------------------------------------
Not applicable.
Item 26. Number of Holders of Securities.
- -------- --------------------------------
As of September 2, 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 25 9
Intermediate Tax-Exempt Bond Fund 7 6
Tax-Exempt Bond Fund 10 5
Equity Income Fund 42 5
Growth Fund 112 7
Small-Cap Opportunity Fund 107 14
Index Fund 76 6
International Fund 85 11
Convertible Securities Fund 8 10
Balanced Fund 8 5
Intermediate Government Bond Fund 8 9
Small-Cap Value Fund 8 11
Emerging Markets 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 Post-Effective Amendment No. 3 to the Registration Statement and incorporated
herein by reference) 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, Small-Cap Value Fund and Emerging Markets 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 the
Name Savings Bank 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.
F. Anthony Comper Director President and Chief Operating
Officer of the Bank of Montreal.
Susan T. Congalton Director Managing Director of Lupine Partners
Wilbur H. Gantz Director President and Chief Executive
Officer, PathoGenesis Corporation.
James J. Glasser Director Retired Chairman, Chairman
Emeritus, President and Chief
Executive Officer of GATX
Corporation.
Dr. Leo M. Henikoff Director President and Chief Executive
Officer of Rush-Presbyterian - St.
Luke's Medical Center.
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.
Pastora San Juan Cafferty Director Professor, University of Chicago
School of Social Service
Administration
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.
</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, Small-Cap Value Fund and Emerging Markets Fund pursuant to a
Portfolio Management Agreement with Harris Bank. HIM's business is that of a
Delaware corporation registered as an investment adviser under the Investment
Advisers Act of 1940.
To the knowledge of the Registrant, none of the directors or executive
officers of HIM, except those set forth below, is or has been at anytime during
the past two fiscal years engaged in any other business, profession, vocation or
employment of a substantial nature with respect to publicly traded companies for
their own account or in the capacity of director, officer, employees, partner or
trustee.
<TABLE>
<CAPTION>
Principal Business(es) During the Last Two
Name Position(s) with HIM Fiscal Years
- -------------------------- ------------------------------------- ---------------------------------------------
<S> <C> <C>
Donald G.M. Coxe Director, Chairman of the Board and Chairman of the Board and Chief Strategist;
Chief Strategist Formerly, President and Chief Investment Officer of
Harris Investment Management, Inc.; formerly, Chief
Strategist of Nesbitt Thomson, Inc.
Peter P. Capaccio Director Senior Vice President/Director, Mutual
Funds and the Investment Product Group,
Harris Trust and Savings Bank; formerly,
Vice President/Director of Mutual Funds,
U.S. Trust
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 Director, President, Chief Manager of Equities, Harris Investment
Investment Officer 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.
Brian J. Steck Director Director and formerly 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.
Wayne Thomas Director Senior Vice President - Personal Investment
Management, Harris Trust and Savings Bank.
Randall J. Johnson Chief Financial Officer and Senior Partner, Harris Investment
Treasurer Management, Inc.; formerly, Consultant and
Director of Operations, Chicago Partnership
Board, Inc.
Blanche Hurt Secretary Managing Attorney, Harris Trust and
Savings Bank Trust; formerly, Corporate Fiduciary
Officer of Harris Trust and Savings Bank.
</TABLE>
(c) Hansberger Global Investors, Inc. ("Hansberger"), owned and
controlled by Mr. Thomas A. Hansberger, serves as the Investment Sub-Adviser of
the Harris Insight International Fund and the Harris Insight Emerging Markets
Fund. Hansberger's business is that of a Delaware corporation registered as an
investment adviser under the Investments Advisers Act of 1940. As of August 15,
1997, Hansberger managed assets with a value of approximately $1.1 billion.
<TABLE>
<CAPTION>
Principal Business(es) During the Last Two
Name Position(s) with Hansberger Fiscal Years
- ---------------------------- ------------------------------------ --------------------------------------------
<S> <C> <C>
Thomas L. Hansberger Chairman, President and Chief Chairman, President and Chief Executive
Executive Officer of Hansberger Officer of Hansberger
Salah Al-Maousherji Director of Hansberger Gulf Paper Kuwait and Mashora Consulting
Services (financial consulting firm)
Alberto Cribiore Director of Hansberger 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>
Item 29. Principal Underwriter.
- -------- ----------------------
(a) In addition to the Harris Insight Funds Trust, Funds Distributor,
Inc. currently acts as distributor for BJB Investment Funds, The Brinson Funds,
Burridge Funds, Fremont Mutual Funds, Inc., HT Insight Funds, Inc. d/b/a Harris
Insight Funds, The JPM Institutional Funds, The JPM Pierpont Funds, The JPM
Series Trust, The JPM Series Trust II, Monetta Fund, Inc., Monetta Trust, The
Montgomery Funds, The Montgomery Funds II, The Munder Framlington Funds Trust,
The Munder Funds Trust, The Munder Funds, Inc., Orbitex Group of Funds, The
PanAgora Institutional Funds, RCM Capital Funds, Inc., RCM Equity Funds, Inc.,
St. Clair Funds, Inc., The Skyline Funds, Waterhouse Investors Cash Management
Fund, Inc. and WEBS Index 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 following is a list of the executive officers, directors
and partners of Funds Distributor, Inc.
<TABLE>
<CAPTION>
<S> <C>
Director, President and Chief Executive Officer - Marie E. Connolly
Executive Vice President - Richard W. Ingram
Executive Vice President - Donald R. Roberson
Senior Vice President, General Counsel, - John E. Pelletier
Secretary and Clerk
Senior Vice President - Michael S. Petrucelli
Director, Senior Vice President, Treasurer and - Joseph F. Tower, III
Chief Financial Officer
Senior Vice President - Paula R. David
Senior Vice President - Bernard A. Whalen
Director - William J. Nutt
</TABLE>
(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., 200
Stevens Dr., Suite 440, Lester, PA 19113; 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 the Harris Insight Emerging Markets Fund, using reasonably current financial
statements which need not be certified, within four to six months from the date
the 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. 6 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 15th day of September, 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. 6 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 September 15, 1997
- ------------------------------ Chief Financial Officer
Richard W. Ingram
C. Gary Gerst* Chairman of the September 15, 1997
Board of Trustees;
Trustee
Edgar R. Fiedler* Trustee September 15, 1997
John W. McCarter, Jr.* Trustee September 15, 1997
Ernest M. Roth* Trustee September 15, 1997
</TABLE>
* By: /s/ Christopher J. Kelley
-------------------------------
Christopher J. Kelley
Attorney-in-Fact pursuant to powers of attorney dated November 4, 1996.
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit
- -------
Number Description
- ------ -----------
<C> <C>
5(a)(iii) Notice to the Adviser dated June 6, 1997
5(b)(iii) Notice to the Portfolio Management Agent dated June 6, 1997
5(c)(i) Investment Sub-Advisory Contract dated August 6, 1997 on behalf of Harris Insight International
Fund
5(c)(ii) Form of Investment Sub-Advisory Contract on behalf of Harris Insight Emerging Markets Fund
6(c) Notice to the Distributor dated June 6, 1997
8(c) Notice to the Custodian dated June 6, 1997
9(a)(iii) Notice to the Transfer Agent dated June 6, 1997
9(b)(iii) Notice to the Sub-Transfer Agent dated June 6, 1997
9(c)(iii) Notice to the Administrator dated June 6, 1997
9(d)(iii) Notice to the Sub-Administrator and Accounting Services Agent dated June 6, 1997
9(e)(iii) Notice to the Sub-Administrator dated June 6, 1997
11 Consent of Independent Accountants
27 Financial Data Schedules
</TABLE>
EXHIBIT 5(a)(iii)
HARRIS INSIGHT FUNDS TRUST
60 STATE STREET, SUITE 1300
BOSTON, MA 02109
June 6, 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 Emerging Markets
Fund ("Emerging Markets Fund") under the Trust. Emerging Markets 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 Emerging Markets Fund, the Adviser a fee, computed and accrued
daily and payable on the first business day of each month at an annual rate of
1.25% of the average daily net assets of Emerging Markets Fund. Such fee as is
attributable to Emerging Markets Fund shall be a separate charge to Emerging
Markets Fund and shall be the several (and not joint or joint and several)
obligation of Emerging Markets Fund.
The Trust requests that you act as Investment Adviser with respect to Emerging
Markets Fund while continuing to act as Investment Adviser with respect to the
Funds named in the Agreement. With respect to your employment of a Subadviser
pursuant to the Agreement, it is understood that from time to time such
Subadviser may employ or associate with such persons believed by the Subadviser
to be particularly fitted to assist in the execution of its duties as Subadviser
so long as (i) such association or employment in no way diminishes the
Subadviser's obligations regarding such duties, and (ii) the cost of performance
of such duties by another is borne and paid for by the Subadviser.
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
---------------------------
By: Richard W. Ingram
Accepted: Harris Trust and Savings Bank
/s/ Peter P. Capaccio
-----------------------------
By: Peter P. Capaccio
EXHIBIT 5(b)(iii)
HARRIS INSIGHT FUNDS TRUST
60 STATE STREET, SUITE 1300
BOSTON, MA 02109
June 6, 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
Emerging Markets Fund ("Emerging Markets Fund") under the Trust. Emerging
Markets 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 1.25% of the average daily net
assets of Emerging Markets Fund.
The Trust requests that you act as Portfolio Management Agent with
respect to Emerging Markets Fund while continuing to act as Portfolio Management
Agent with respect to the Funds named in the Agreement. It is understood that
from time to time you may employ or associate with such persons as you believe
to be particularly fitted to assist in the execution of your duties under the
Agreement so long as (i) such association or employment in no way diminishes
your obligations regarding such duties, and (ii) the cost of performance of such
duties by another is borne and paid for by you.
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
----------------------------
By: Richard W. Ingram
Accepted: Harris Investment Management, Inc.
/s/ W.O. Leszinske
------------------------------
By: W. O. Leszinske
EXHIBIT 5(c)(i)
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.
(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.
(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 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.
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
Telephone: (954) 522-5150
Fax: (954) 522-3557
To the Portfolio
Management Agent: Harris Investment Management, Inc.
190 South LaSalle Street
Chicago, IL 60606
Telephone: (312) 461-7699
Fax: (312) 461-6268
To the Trust: Harris Insight Funds Trust
60 State Street, Suite 1300
Boston, MA 02109
Telephone: (800) 221-7930
Fax: (617) 557-0701
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 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: August 6, 1997
HARRIS INVESTMENT MANAGEMENT, INC.
By: /s/ W. O. Leszinske
------------------------------
Name: W.O. Leszinske
Title: Director and President
ATTEST:
______________________, Secretary
HANSBERGER GLOBAL INVESTORS, INC.
By: /s/ Thomas Hansberger
------------------------------
Name: Thomas Hansberger
Title: Chairman and President
ATTEST:
/s/ Kimberley Scow, Secretary
Agreed and Accepted:
HARRIS INSIGHT FUNDS TRUST
By: /s/ Richard W. Ingram
------------------------------
Name: Richard W. Ingram
Title: President
ATTEST:
/s/ Karen Jacoppo-Wood, Assistant Secretary
HARRIS TRUST AND SAVINGS BANK
By: /s/ Peter P. Capaccio
------------------------------
Name: Peter. P. Capaccio
Title: Senior Vice President
ATTEST:
______________________, Secretary
SCHEDULE A
SUBADVISER'S AUTHORIZED PERSONS
EXHIBIT 5(c)(ii)
INVESTMENT SUB-ADVISORY CONTRACT
FOR
HARRIS INSIGHT EMERGING MARKETS 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 Emerging Markets 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.
(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.
(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 $100 million of the average net
asset value of the Assets, and 0.50% 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 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.
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
Telephone: (954) 522-5150
Fax: (954) 522-3557
To the Portfolio
Management Agent: Harris Investment Management, Inc.
190 South LaSalle Street
Chicago, IL 60606
Telephone: (312) 461-7699
Fax: (312) 461-6268
To the Trust: Harris Insight Funds Trust
60 State Street, Suite 1300
Boston, MA 02109
Telephone: (800) 221-7930
Fax: (617) 557-0701
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 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: September ____, 1997
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
EXHIBIT 6(c)
HARRIS INSIGHT FUNDS TRUST
60 STATE STREET, SUITE 1300
BOSTON, MA 02109
June 6, 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 (the "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 Emerging Markets Fund ("Emerging Markets Fund") under the Trust.
Emerging Markets Fund is to be considered a Fund under the Distribution
Agreement and in 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-Administrator
with respect to Emerging Markets Fund while continuing to act as Distributor and
Sub-Administrator with respect to the Funds named in the Distribution Agreement
and in Schedule 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
---------------------------
By: Richard W. Ingram
Accepted: Funds Distributor, Inc.
/s/ Marie E. Connolly
---------------------
By: Marie E. Connolly
EXHIBIT 8(c)
HARRIS INSIGHT FUNDS TRUST
60 STATE STREET, SUITE 1300
BOSTON, MA 02109
June 6, 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 (the "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 Emerging Markets Fund ("Emerging Markets Fund") under the Trust.
Emerging Markets 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.
The Trust requests that you act as Custodian with respect to Emerging
Markets 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
----------------------------
By: Richard W. Ingram
Accepted: PNC Bank, N.A.
/s/ Joseph Gramlich
---------------------------------
By: Joesph Gramlich
EXHIBIT 9(a)(iii)
HARRIS INSIGHT FUNDS TRUST
60 STATE STREET, SUITE 1300
BOSTON, MA 02109
June 6, 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 Emerging Markets Fund ("Emerging Markets Fund") under the Trust.
Emerging Markets 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 Emerging Markets Fund while continuing to act as
Administrator and Transfer Agent with respect to the Funds named in the
Agreements or to Exhibit A to each Agreement, 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
/s/ Richard W. Ingram
----------------------------
By: Richard W. Ingram
Accepted: Harris Trust and Savings Bank
/s/ Peter P. Capaccio
----------------------------------
By: Peter P. Capaccio
EXHIBIT 9(b)(iii)
HARRIS INSIGHT FUNDS TRUST
60 STATE STREET, SUITE 1300
BOSTON, MA 02109
June 6, 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 Emerging Markets Fund ("Emerging Markets Fund") under the Trust.
Emerging Markets 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 Sub-Transfer Agent with respect to Emerging
Markets Fund while continuing to act as Sub-Administrator and Accounting
Services Agent, and Sub-Transfer Agent with respect to the Funds named in
Exhibit A to each 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
---------------------------
By: Richard W. Ingram
Accepted: PFPC Inc.
/s/ Joseph Gramlich
-------------------------
By: Joseph Gramlich
EXHIBIT 9(c)(iii)
HARRIS INSIGHT FUNDS TRUST
60 STATE STREET, SUITE 1300
BOSTON, MA 02109
June 6, 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 Emerging Markets Fund ("Emerging Markets Fund") under the Trust.
Emerging Markets 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 Emerging Markets Fund while continuing to act as
Administrator and Transfer Agent with respect to the Funds named in the
Agreements or to Exhibit A to each Agreement, 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
/s/ Richard W. Ingram
------------------------------
By: Richard W. Ingram
Accepted: Harris Trust and Savings Bank
/s/ Peter P. Capaccio
---------------------------------
By: Peter P. Capaccio
EXHIBIT 9(d)(iii)
HARRIS INSIGHT FUNDS TRUST
60 STATE STREET, SUITE 1300
BOSTON, MA 02109
June 6, 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 Emerging Markets Fund ("Emerging Markets Fund") under the Trust.
Emerging Markets 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 Sub-Transfer Agent with respect to Emerging
Markets Fund while continuing to act as Sub-Administrator and Accounting
Services Agent, and Sub-Transfer Agent with respect to the Funds named in
Exhibit A to each 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
-----------------------------
By: Richard W. Ingram
Accepted: PFPC Inc.
/s/ Joseph Gramlich
------------------------------
By: Joseph Gramlich
EXHIBIT 9(e)(iii)
HARRIS INSIGHT FUNDS TRUST
60 STATE STREET, SUITE 1300
BOSTON, MA 02109
June 6, 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 (the "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 Emerging Markets Fund ("Emerging Markets Fund") under the Trust.
Emerging Markets Fund is to be considered a Fund under the Distribution
Agreement and in 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-Administrator
with respect to Emerging Markets Fund while continuing to act as Distributor and
Sub-Administrator with respect to the Funds named in the Distribution Agreement
and in Schedule 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
--------------------------
By: Richard W. Ingram
Accepted: Funds Distributor, Inc.
/s/ Marie E. Connolly
---------------------------
By: Marie E. Connolly
EXHIBIT 11
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 6 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated February 18, 1997, relating to the financial
statements and financial highlights appearing in the December 31, 1996 Annual
Report to Shareholders of Harris Insight Funds Trust, which is also incorporated
by reference in such Statement of Additional Information. We also consent to the
reference to us under the heading Financial Highlights in Prospectuses and under
the headings "Independent Accountants," "Experts" and "Financial Statements" in
such Statement of Additional Information.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Thirty South Seventeenth Street
Philadelphia, Pennsylvania
September 10, 1997
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