HARRIS INSIGHT FUNDS TRUST
SERVICE PLAN--B SHARES
[not pursuant to Rule 12b-1]
This Service Plan (the "Service Plan") is adopted by Harris Insight
Funds Trust, a Massachusetts business trust (the "Company"), on behalf of the B
Shares class of the Harris Insight Money Market Fund, Harris Insight Equity
Fund, Harris Insight Equity Income Fund, Harris Insight Growth Fund, Harris
Insight Index Fund, Harris Insight Small-Cap Opportunity Fund, Harris Insight
Small-Cap Value Fund, Harris Insight International Fund, Harris Insight Balanced
Fund, Harris Insight Bond Fund, Harris Insight Intermediate Government Bond
Fund, Harris Insight Tax-Exempt Bond Fund, Harris Insight Emerging Markets Fund,
Harris Insight Large-Cap Aggressive Growth Fund, Harris Insight Small-Cap
Aggressive Growth Fund, and Harris Insight Technology Fund (each, a "Fund" and
collectively, the "Funds"), each of which is a portfolio of the Company subject
to the following terms and conditions:
SECTION 1. COMPENSATION.
Any officer of the Company is authorized to execute and deliver, in the
name and on behalf of the Company and of each Fund's B Shares class, written
agreements in substantially the form attached hereto or in any other form duly
approved by the Board Members of the Company ("Servicing Agreements") with
financial institutions such as banks, securities dealers or other industry
professionals, such as investment advisers, accountants, and estate planning
firms ("Service Organizations"). Such Servicing Agreements shall require the
Service Organizations to provide services on behalf of the applicable Fund as
set forth therein to their customers who beneficially own B Shares in
consideration of fees, computed daily and paid quarterly in the manner set forth
in the Servicing Agreements, at an annual rate of 0.25% of the average daily net
asset value of B Shares held by a Service Organization on behalf of its
customers. Such Servicing Agreements shall also require a Service Organization
to agree that it would waive such portion of any payments made to it pursuant to
the relevant Servicing Agreement to the extent necessary to assure that
payments, if any, required to be accrued by any class of Fund shares on any day
do not exceed the income to be accrued to such class on that day. All expenses
incurred by the Company in connection with a Servicing Agreement and the
implementation of this Service Plan with respect to a particular class of shares
of a Fund shall be borne entirely by the holders of that class of shares of that
Fund.
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SECTION 2. PAYMENTS BY THE FUNDS' DISTRIBUTOR, INVESTMENT
ADVISER AND/OR PORTFOLIO MANAGEMENT AGENT.
Pursuant to the Service Plan, the Funds' distributor, investment
adviser and/or portfolio management agent may provide payments to Service
Organizations for providing the various services described in Servicing
Agreements. Payments made by the Funds' distributor, investment adviser and/or
portfolio management agent, respectively, shall be made from their own resources
without reimbursement by the Funds.
SECTION 3. APPROVAL BY BOARD MEMBERS.
Neither the Service Plan nor any related agreements will take effect
with respect to a Fund until approved by a majority vote of both (a) the full
Board Members of the Company and (b) those Board Members who are not interested
persons of the Company and who have no direct or indirect financial interest in
the operation of the Service Plan or in any agreements related to it (the
"Independent Board Members"), cast in person at a meeting called for the purpose
of voting on the Service Plan and the related agreements.
SECTION 4. CONTINUANCE OF THE SERVICE PLAN.
The Service Plan will continue in effect from year to year with respect
to a Fund, so long as its continuance is specifically approved annually by vote
of the Company's Board Members in the manner described in Section 3 above.
SECTION 5. TERMINATION.
The Service Plan may be terminated with respect to a Fund at any time,
without penalty, by vote of a majority of the Independent Board Members or by a
vote of a majority of the outstanding voting securities of the Fund.
SECTION 6. AMENDMENTS.
The Service Plan may not be amended with respect to a Fund to increase
materially the amount of the fees described in Section 1 above, unless the
amendment is approved by a vote of a majority of the outstanding voting
securities of the Fund, and all material amendments to the Service Plan must
also be approved by the Company's Board Members in the manner described in
Section 3 above.
SECTION 7. SELECTION OF CERTAIN BOARD MEMBERS.
While the Service Plan is in effect, the selection and nomination of
the Company's Board Members who are not interested persons of the Company will
be
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committed to the discretion of the Board Members then in office who are not
interested persons of the Company.
SECTION 8. WRITTEN REPORTS.
In each year during which the Service Plan remains in effect with
respect to a Fund, the Company's administrator or co-administrator will prepare
and furnish to the Company's Board Members, and the Board will review, at least
quarterly, written reports that set out the amounts expended under the Service
Plan relating to the Fund and the purposes for which those expenditures were
made.
SECTION 9. PRESERVATION OF MATERIALS.
The Company will preserve copies of the Service Plan, any agreement
relating to the Service Plan and any report made pursuant to Section 8 above,
for a period of not less than six years (the first two years in an easily
accessible place) from the date of the Service Plan, agreement or report.
SECTION 10. MEANINGS OF CERTAIN TERMS.
As used in the Service Plan, the terms "interested person" and
"majority of the outstanding voting securities" will be deemed to have the same
meaning that those terms have under the Investment Company Act of 1940, as
amended (the "1940 Act") and the rules and regulations under the 1940 Act,
subject to any exemption that may be granted to the Company under the 1940 Act
by the Securities and Exchange Commission.
Dated: 1 November 2000
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HARRIS INSIGHT(R) FUNDS
SHAREHOLDER SERVICING AGREEMENT
[not pursuant to Rule 12b-1]
AGREEMENT, dated as of _____________, by and between
_____________________ and _____________________, as a shareholder servicing
agent hereunder (the "Agent"), relating to transactions in shares of beneficial
interest of the B Shares class (the "Shares") of any of the investment
portfolios (the "Funds") offered by Harris Insight Funds Trust (the "Company").
_____________________ and the Agent hereby agree as follows:
1. Appointment. The Agent hereby agrees to perform certain services for
its customers (the "Customers") as hereinafter set forth. The Agent's
appointment hereunder is non-exclusive, and the parties recognize and agree
that, from time to time, _____________________ may enter into other shareholder
servicing agreements, in writing, with other institutions.
2. Services to be Performed. The Agent, as agent for its Customers,
shall be responsible for performing shareholder administrative support services,
which will include one or more of the following: (i) establishing and
maintaining shareholder accounts and records; (ii) processing purchase and
redemption transactions; (iii) providing periodic statements showing a
customer's account balance and integrating such statements with those of other
transactions and balances in the customer's other accounts serviced by the
Agent; (iv) arranging for bank wires; (v) responding to Customer inquiries
relating to the Fund; (vi) performing subaccounting with respect to Fund shares
beneficially owned by the customer; (vii) investing customer cash account
balances automatically in Fund shares; (viii) assisting Customers in changing
dividend options, account designations and addresses; and (ix) such other
services if requested by the _____________________ to the extent the Agent is
permitted by applicable statute, rule or regulation.
The Agent shall provide all personnel and facilities necessary in order
for it to perform the functions described in this Section 2 with respect to its
Customers.
3. Fees
3.1 Fees from [_____________________]. In consideration for the
services described in Section 2 hereof and the incurring of expenses in
connection therewith, the Agent shall receive a fee from _____________________,
computed daily and payable quarterly, at an annual rate of .25% of the average
daily net asset value of Shares of each Fund held of record by the Agent from
time to time on behalf of Customers. For
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purposes of determining the fees payable to the Agent hereunder, the value of
the Fund's net assets shall be computed in the manner specified in the Company's
then-current prospectus and statement of additional information (the
"Prospectus") for computation of the net asset value of _____________________
Shares.
3.2 Fees from Customers. It is agreed that the Agent may impose certain
conditions on Customers, in addition to or different from those imposed by the
Company, such as requiring a minimum initial investment or imposing limitations
on the amounts of transactions. It is also understood that the Agent may
directly credit or charge fees to Customers in connection with an investment in
the Funds. The Agent shall credit or bill Customers directly for such credits or
fees. In the event the Agent charges Customers such fees, it shall make
appropriate prior written disclosure (such disclosure to be in accordance with
all applicable laws) to Customers both of any direct fees charged to the
Customer and of the fees received or to be received by it from the Company
pursuant to Section 3.1 of this Agreement. It is understood, however, that in no
event shall the Agent have recourse or access as Agent or otherwise to the
account of any shareholder of the Company except to the extent expressly
authorized by law or by such shareholder, or to any assets of the Company, for
payment of any direct fees referred to in this Section 3.2.
4. Approval of Materials to be Circulated. Advance copies or proofs of
all materials that are to be generally circulated or disseminated by the Agent
to Customers or prospective Customers that identify or describe the Company
shall be provided to the Company at least 10 days prior to such circulation or
dissemination (unless the Company consents in writing to a shorter period), and
such materials shall not be circulated or disseminated or further circulated or
disseminated at any time after the Company shall have given written notice to
the Agent of any objection thereto.
The Agent is not authorized to make any representations concerning
_____________________ or the Company except those contained in the current
Prospectus for the Funds, or in such supplemental literature or advertising as
may be authorized by _____________________ in writing.
Nothing in this Section 4 shall be construed to make
_____________________ or the Company liable for the use of any information about
the Company which is disseminated by the Agent.
5. Compliance with Laws. The Agent shall comply with all applicable
federal and state laws and regulations in the performance of its duties under
this Agreement, including securities laws.
6. Limitations of Shareholder, Officer and Board Member Liability. The
Agent hereby agrees that obligations assumed by _____________________ pursuant
to this Agreement shall be limited in all cases to _____________________ and its
assets and that the Agent shall not seek satisfaction of any such obligation
from the shareholders
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or any shareholder of the Company. It is further agreed that the Agent shall not
seek satisfaction of any such obligations from the Board Members, any individual
Board Member or any officer of the Company.
7. Notices. All notices or other communications hereunder to either
party shall be in writing or by confirming telegram, cable, telex or facsimile
sending device. Notices shall be addressed: (a) if to
[name and address],
Attention: [ ];
and (b) if to the Agent,
[name and address],
Attention: [ ].
8. Further Assurance. Each party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof.
9. Termination. This Agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the Qualified Board Members or
by vote of a majority of the outstanding voting securities of the Company, on
not more than 60 days' written notice to any other party to this Agreement. This
Agreement shall terminate automatically in the event of its assignment, as
defined in the Investment Company Act of 1940, as amended (the "1940 Act"). As
used in this Agreement, "Qualified Board Members" means the Board Members of the
Company who are not "interested persons," as that term is defined in the 1940
Act, of the Company and have no direct or indirect financial interest in the
operation of the Service Plans, or in any agreements related to the Service
Plan.
10. Changes; Amendments. This Agreement may be changed or amended only
by written instrument signed by both parties.
11. Reports. The Agent will provide _____________________ or its
designees such information as _____________________ or its designees may
reasonably request (including, without limitation, periodic certifications
confirming the provision to Customers of the services described herein), and
will otherwise cooperate with the Company and its designees (including, without
limitation, any auditors designated by the Company), in connection with the
preparation of reports to the Company's Board Members concerning this Agreement
and the monies paid or payable under this Agreement, as well as any other
reports or filings that may be required by law.
12. Independent Contractor/Liabilities. For purposes of this Agreement,
the Agent will be deemed to be an independent contractor, and will have no
authority to act
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as agent for _____________________ or the Company in any matter or in any
respect. By the Agent's written acceptance of this Agreement, the Agent agrees
to and does release, indemnify and hold harmless _____________________ and the
Company from and against any and all direct or indirect liabilities or losses
resulting from requests, directions, actions or inactions of or by the Agent or
its officers, employees or agents regarding its responsibilities hereunder or
the purchase, redemption, transfer or registration of Shares by or on behalf of
Customers.
13. Governing Law. This Agreement shall be governed by the laws of
the Commonwealth of Massachusetts.
14. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.
_________________________________
By:
Title:
_________________________________
By:
Title:
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