HARRIS INSIGHT FUNDS TRUST
MULTI-CLASS PLAN
INTRODUCTION
The Purpose of this Plan is to specify the attributes of the classes of
shares offered by Harris Insight Funds Trust (referred to as the "Company"),
including the expense allocations, conversion features and exchange features of
each class, as required by Rule 18f-3 under the Investment Company Act of 1940,
as amended (the "1940 Act"). In general, shares of each class will have the same
rights and obligations except for one or more expense variables (which will
result in different yields, dividends and, in the case of the Company's
non-money market portfolios, net asset values for the different classes),
certain related voting and other rights, exchange privileges, conversion rights
and class designation.
GENERAL FEATURES OF THE CLASSES
Shares of each class of a fund of the Company (each such series being
referred to as a "Fund") shall represent an equal pro rata interest in such Fund
and, generally, shall have identical voting, dividend, liquidation and other
rights, preferences, powers, restrictions, limitations, qualifications,
designations and terms and conditions, except that: (a) each class shall have a
different designation; (b) each class shall bear any class expenses; (c) each
class shall have exclusive voting rights on any matter submitted to shareholders
that relates solely to its arrangement and each class shall have separate voting
rights on any matter submitted to shareholders in which the interests of one
class differ from the interests of any other class; and (d) each class may have
different exchange and/or conversion features.
ALLOCATION OF EXPENSES
Pursuant to Rule 18f-3 under the 1940 Act, the Company shall allocate to
each class of shares in a Fund (i) any fees and expenses incurred by the Company
in connection with the distribution of such class of shares under a distribution
plan adopted for such class of shares pursuant to Rule 12b-1, and (ii) any fees
and expenses incurred by the Company under a shareholder servicing plan in
connection with the provisions of shareholder services to the holder of such
class of shares. In addition, the President and Chief Financial Officer of the
Company shall determine, subject to Board approval or ratification, which of the
following fees and expenses may be allocated to a particular class of shares in
a Fund:
(i) transfer agent fees identified by the transfer agent as being
attributable to such class of shares;
(ii) printing and postage expense related to preparing and distributing
materials such as shareholder reports, prospectuses, reports, and
proxies to current shareholders of such class of shares or to
regulatory agencies with respect to such class of shares;
(iii) blue sky registration or qualification fees incurred by such class of
shares;
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(iv) Securities and Exchange Commission registration fees incurred by such
class of shares, if applicable;
(v) the expense of administrative personnel and services (including, but
not limited to, those of a portfolio accountant, custodian or dividend
paying agent charged with calculating net asset values or determining
or paying dividends) as required to support the shareholders of such
class of shares;
(vi) litigation or other legal expenses relating solely to such class of
shares;
(vii) fees of the Company's Board Members incurred as a result of issues
relating to such class of shares; and
(viii) independent accountants' fees relating solely to such class of
shares.
Any changes to the determination of class expenses allocated to a
particular class of shares will be approved by a vote of the Board Members of
the Company, including a majority of the Board Members who are not "interested
persons" of the Company as defined under the 1940 Act.
For purposes of this Plan, a "Daily Dividend Portfolio" shall be a
portfolio of the Company which declares distributions of net investment income
daily and/or maintains the same net asset value per share in each class. Income,
realized and unrealized capital gains and losses, and any expenses of a
non-Daily Dividend Portfolio of the Company not allocated to a particular class
of the Fund pursuant to this Plan shall be allocated to each class of the Fund
on the basis of the net asset value of the class in relation to the net asset
value of the Fund. Income, realized and unrealized capital gains and losses, and
any expenses of a Daily Dividend Portfolio, including a money market fund, not
allocated to a particular class of the Fund pursuant to this Plan shall be
allocated to each class of the Fund on the basis of the relative net assets
(settled shares), as defined in Rule 18f-3, of that class in relation to the net
assets of the Fund.
DESIGNATION OF THE CLASSES AND SPECIFIC FEATURES
The types of classes of each of the Funds that are money market portfolios
operating pursuant to Rule 2a-7 under the 1940 Act ("Money Market Funds") are:
"N Shares", "Institutional Shares", and, in the case of the Harris Insight Money
Market Fund, "B Shares". The types of classes of each of the other Funds are: "N
Shares", "A Shares" (except for Harris Insight Index Fund), "B Shares" (except
for Harris Insight Government Money Market Fund, Harris Insight Tax-Exempt Money
Market Fund, Harris Insight Convertible Securities Fund, Harris Insight
Short/Intermediate Bond Fund, Harris Insight Intermediate Tax-Exempt Bond Fund,
and "Institutional Shares." To the extent more than one class is offered by a
Fund, each class of such Fund has a different arrangement for shareholder
services or distribution or both, as follows:
A. N SHARES
N Shares of a Fund are offered at net asset value without the imposition of
any sales charge. N Shares of a Fund other than a Money Market
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Fund pay service fees of up to 0.25% (annualized) of the average daily net
assets of the Fund's N Shares. Each of the Money Market Funds pays service fees
of up to 0.25% (annualized) of the average daily net assets of the Fund's N
Shares and Rule 12b-1 fees of up to 0.10% (annualized) of the average daily net
assets of the Fund's N Shares.
Support services provided by brokers, dealers and other institutions
pursuant to the non-Rule 12b-1 plan may include forwarding sales literature and
advertising materials provided by the Company's distributor; processing
purchase, exchange and redemption requests from customers placing orders with
the Company's transfer agent; processing dividend and distribution payments from
the Funds on behalf of customers; providing information periodically to
customers showing their position in N Shares; providing sub-accounting with
respect to N Shares beneficially owned by customers or the information necessary
for sub-accounting; responding to inquiries from customers concerning their
investment in N Shares; arranging for bank wires; and providing such other
similar services as may reasonably requested. Distribution and support services
provided by brokers, dealers and other institutions pursuant to the 12b-1 plan
for the Money Market Funds may include forwarding sales literature and
advertising materials provided by the Company's distributor; processing
purchase, exchange and redemption requests from customers placing order with the
Company's transfer agent; processing dividend and distribution payments from the
Funds on behalf of customers; providing information periodically to customers
showing their positions in N Shares; providing sub-accounting with respect to N
Shares beneficially owned by customers or the information necessary for
sub-accounting; responding to inquiries from customers concerning their
investment in N Shares; arranging for bank wires; performing sales, marketing
and distribution services, including the distribution of sales literature and
advertising provided by the distributor of Fund shares; and providing such other
similar services as may reasonably be requested.
B. A SHARES
A Shares are offered at net asset value, plus an initial sales charge as
set forth in the then current prospectuses of a Fund. The initial sales charge
may be waived or reduced on certain types of purchases as set forth in the
Fund's then current prospectus. A Shares are also offered subject to a
contingent deferred sales charge (subject to certain reductions or eliminations
of the sales charge as described in the applicable prospectus).
A Shares of a Fund pay Rule 12b-1 fees of up to 0.25% (annualized) of the
average daily net assets of the Fund's A Shares. Distribution and support
services provided by brokers, dealers and other institutions may include
forwarding sales literature and advertising materials provided by the Company's
distributor; processing purchase, exchange and redemption requests from
customers placing order with the Company's transfer agent; processing dividend
and distribution payments from the Funds on behalf of customers; providing
information periodically to customers showing their positions in A Shares;
providing sub-accounting with respect to A Shares beneficially owned by
customers or the information necessary for sub-accounting; responding to
inquiries from customers concerning their investment in A Shares; arranging for
bank wires; performing sales, marketing and distribution services, including the
distribution of sales literature and advertising provided by the distributor of
Fund shares; and providing such other similar services as may reasonably be
requested.
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C. B SHARES
B Shares are offered at net asset value, and are subject to a contingent
deferred sales charge as set forth in the then current prospectus of a Fund. B
Shares of a Fund pay service fees of up to 0.25% (annualized) of the average
daily net assets of the Fund's B Shares and Rule 12b-1 fees of up to 0.75%
(annualized) of the average daily net assets of the Fund's B Shares.
Support services provided by brokers, dealers and other institutions
pursuant to the non-Rule 12b-1 plan may include forwarding sales literature and
advertising materials provided by the Company's distributor; processing
purchase, exchange and redemption requests from customers placing orders with
the Company's transfer agent; processing dividend and distribution payments from
the Funds on behalf of customers; providing information periodically to
customers showing their position in B Shares; providing sub-accounting with
respect to B Shares beneficially owned by customers or the information necessary
for sub-accounting; responding to inquiries from customers concerning their
investment in B Shares; arranging for bank wires; and providing such other
similar services as may reasonably requested.
The Rule 12b-1 distribution plan provides for payments to be made to the
Funds' Distributor that are used to offset its distribution- and sales-related
expenses in connection with the sale of the Funds' B Shares, including payments
to authorized brokers, dealers, and other institutions for their sales
activities related to B Shares.
D. INSTITUTIONAL SHARES
Institutional Shares of a Fund are offered at net asset value.
Institutional Shares pay no service fees.
VOTING RIGHTS
Each class shall have exclusive voting rights on any matter submitted to
shareholders that relates solely to its arrangement. Each class shall have
separate voting rights on any matter submitted to shareholders in which the
interests of one class differ from the interest of any other class.
EXCHANGE PRIVILEGES
Shareholders of a class may exchange their shares for shares of another
Fund in accordance with Section 11(a) of the 1940 Act, the rules thereunder and
the requirements of the applicable prospectuses as follows: N Shares of a Fund
may be exchanged for N Shares of another Fund without the imposition of a sales
charge. A Shares of a Fund may be exchanged for A Shares of another Fund and N
Shares of the Money Market Funds without the imposition of a sales charge. N
Shares of a Money Market Fund acquired by an exchange from A Shares (but not
including those Money Market Fund shares attributable to reinvestment of
dividends and interest thereon) will be able to be re-exchanged for A shares of
a Fund at respective net asset values. B Shares of a Fund may be exchanged for B
Shares of another Fund, and will, at the expiration of the holding period set
forth in the prospectuses, automatically and without imposition of a sales
charge be exchanged for A Shares of the same Fund. Institutional Shares of a
Fund may be exchanged for Institutional Shares of another Fund without the
imposition of a sales charge.
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BOARD REVIEW
The Board Members of the Company shall review this Plan as frequently as
they deem necessary. Prior to any material amendments(s) to this Plan, the
Company's Board including a majority of the Board Members who are not interested
(including any proposed amendments to the method of allocating lass and/or Fund
expenses), is in the best interest of each class of shares of the Company
individually and the Company as a whole. In considering whether to approve any
proposed amendment(s) to the Plan, the Board Members of the Company shall
request and evaluate such information as they consider reasonably necessary to
evaluate the proposed amendment(s) to the Plan.
