Exhibit (a)(8)
HARRIS INSIGHT FUNDS TRUST
ESTABLISHMENT AND DESIGNATION OF SERIES AND CLASSES OF SHARES
WHEREAS, the Trustees of Harris Insight Funds Trust (the "Trust"), a
Massachusetts business trust, acting at a meeting held on October 31, 1995,
approved the Declaration of Trust (the "Declaration") of the Trust.
WHEREAS, pursuant to Section 5.11 of the Declaration, eleven series,
each with two classes of shares were established and designated as follows:
Class A Shares and Institutional Shares of Harris Insight Equity Income Fund,
Harris Insight Growth Fund, Harris Insight Small Cap Opportunity Fund, Harris
Insight Index Fund, Harris Insight International Fund, Harris Insight Balanced
Fund, Harris Insight Convertible Securities Fund, Harris Insight Bond Fund,
Harris Insight Intermediate Government Bond Fund, Harris Insight Intermediate
Tax-Exempt Bond Fund and Harris Insight Tax-Exempt Bond Fund (collectively, the
"Funds").
WHEREAS, Section 5.11 of the Declaration permits the Trustees to
designate and establish series and classes of shares and to reclassify any
unissued shares or any shares previously issued and reacquired of any series or
class into one or more series or one or more classes that may be established or
designated from time to time.
WHEREAS, the Trustees, acting by unanimous written consent dated
September 25, 1996, established and designated the Harris Insight Small-Cap
Value Fund ("Small-Cap Value Fund") as an additional series having two classes
of shares, Class A Shares and Institutional Shares.
WHEREAS, the Trustees, acting at a meeting held on November 6, 1996,
approved an amendment to Section 5.11 of the Declaration which reflected the
establishment and designation of Class A Shares and Institutional Shares of
Small Cap-Value Fund which amendment was filed with the Secretary of the
Commonwealth of Massachusetts on November 13, 1996.
WHEREAS, the Trustees, acting at a meeting held on June 6, 1997, (i)
established and designated Harris Insight Emerging Markets Fund ("Emerging
Markets Fund") as an additional series having two classes of shares, Class A
Share and Institutional Shares, and (ii) approved an amendment to Section 5.11
of the Declaration reflecting the establishment and designation of Class A and
Institutional Shares of Emerging Markets Fund which amendment was filed with the
Secretary of the Commonwealth of Massachusetts on June 12, 1997.
WHEREAS, the Trustees, acting at a meeting held on November 2, 1998,
(i) designated Adviser Shares as a class of each of the following series of the
Trust: the Funds (excluding Harris Insight Index Fund), Small-Cap Value Fund and
Emerging Markets Fund and (ii) approved an amendment to Section 5.11 of the
Declaration reflecting the designation of Adviser Shares as a class of each of
the Funds (excluding Harris Insight Index Fund), Small-Cap Value Fund and
Emerging Markets Fund which amendment was filed with the Secretary of the
Commonwealth of Massachusetts on November 12, 1998.
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WHEREAS, the Trustees, acting at a meeting held on February 8, 1999,
approved (i) the redesignation as Class A Shares the Advisor Shares of each
series for which Adviser Shares had previously been designates, (ii) the
redesignation as Class N Shares the Class A Shares of each series for which
Class A Shares had previously been designated and (iii) an amendment to Section
5.11 of the Declaration reflecting the redesignation of the Advisor Shares as
Class A Shares and the redesignation of the existing Class A Shares as Class N
Shares which amendment was filed with the Secretary of the Commonwealth of
Massachusetts on February 26, 1999.
WHEREAS, the Trustees, acting at a meeting held on July 29, 1999, (i)
established and designated the following series, each having three classes of
shares, Class N Shares, Class A Shares and Institutional Shares: Harris Insight
Equity Fund and Harris Insight Short/Intermediate Bond Fund, (ii) established
and designated the following series having two classes of shares, Class N Shares
and Institutional Shares: Harris Insight Money Market Fund, Harris Insight
Tax-Exempt Money Market Fund and Harris Insight Government Money Market Fund and
(iii) approved an amendment to the Declaration reflecting the establishment and
designation of Class N Shares, Class A Shares and Institutional Shares of Harris
Insight Equity Fund and Harris Insight Short/Intermediate Bond Fund and the
establishment and designation of Class N Shares and Institutional Shares of
Harris Insight Money Market Fund, Harris Insight Tax-Exempt Money Market Fund
and Harris Insight Government Money Market Fund which amendment was filed with
the Secretary of the Commonwealth of Massachusetts on May 3, 2000 (all series
established and designated be the Trustees at the meeting held on July 29, 1999
are hereinafter referred to as the "1999 Funds").
WHEREAS, the Trustees, acting at a meeting held on July 26, 2000, (i)
established and designated the following series, each having one class of
shares, Institutional Shares: Harris Insight Large Cap Aggressive Growth Fund,
Harris Insight Small-Cap Aggressive Growth Fund and Harris Insight Technology
Fund (collectively, the "2000 Funds") and (ii) approved an amendment to the
Declaration reflecting the establishment the Institutional Shares of the 2000
Funds which amendment was filed with the Secretary of the Commonwealth of
Massachusetts on September 6, 2000.
WHEREAS, the Trustees, acting at a meeting held on November 1, 2000
approved the establishment and designation of Class B Shares of each of the
following series: Harris Insight Balanced Fund, Harris Insight Index Fund,
Harris Insight Equity Income Fund, Harris Insight Growth Fund, Harris Insight
Small-Cap Value Fund, Harris Insight Small-Cap Opportunity Fund, Harris Insight
International Fund, Large-Cap Aggressive Growth Fund, Small-Cap Aggressive
Growth Fund, Harris Insight Emerging Markets Fund, Harris Insight Technology
Fund, Harris Insight Tax-Exempt Bond Fund, Harris Insight Bond Fund, Harris
Insight Intermediate Government Bond Fund and Harris Insight Money Market Fund
having the rights and preferences set forth in minutes of that meeting.
NOW THEREFORE, the undersigned, being all the Trustees of the Trust do
hereby take the following action:
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1. The Trustees do hereby confirm that each issued share of any class of any
of the Funds, Small-Cap Value Fund, Emerging Markets Fund, 1999 Funds and
2000 Funds were, as of the date issued, validly issued, fully paid and
non-assessable and do further hereby confirm that: (1) the Class A, Class N
and Institutional Shares are entitled to all the rights and preferences
accorded to Shares under the Declaration; (2) the number of Shares of each
designated Class is unlimited; (3) the purchase price of Class A Shares,
Class N Shares and Institutional Shares, the method of determination of the
net asset value of Class A Shares, Class N Shares and Institutional Class
Shares, the price, terms and manner of redemption of Class A Shares, Class
N Shares and Institutional Class Shares, any conversion or exchange feature
or privilege of the Class A Shares, Class N Shares and Institutional Class
Shares, and the relative dividend rights of the holders of Class A Shares,
Class N Shares and Institutional Class Shares is and shall be as
established by the Trustees of the Trust in accordance with the Declaration
and as set forth in the current prospectus and statement of additional
information of the Trust or any series thereof, as amended from time to
time, contained in the Trust's registration statement under the Securities
Act of 1933, as amended (the "Prospectus"); (4) each of the Class A Shares,
Class N Shares and Institutional Class Shares of any series shall bear the
expenses of payments under any distribution and service agreements entered
into by or on behalf of the Trust with respect to that Class, and any other
expenses that are properly allocated to such Class in accordance with the
Investment Company Act of 1940, or any rule or order issued thereunder and
applicable to the Trust (the "1940 Act"); (5) as to any matter on which
shareholders of any series are entitled to vote, Class A Shares, Class N
Shares and Institutional Class Shares of such series shall vote together as
a single class; provided however, that notwithstanding the provisions of
Section 5.9 of the Declaration to the contrary, (a) as to any matter with
respect to which a separate vote of any class is required by the 1940 Act
or is required by a separate agreement applicable to such class, such
requirements as to a separate vote by the class shall apply, (b) except as
required by (a) above, to the extent that a matter affects more than one
class and the interests of two or more classes in the matter are not
materially different, then the shares of such classes whose interests in
the matter are not materially different shall vote together as a single
class, but to the extent that a matter affects more than one class and the
interests of a class in the matter are materially different from that of
each other class, then the shares of such class shall vote as a separate
class; and (c) except as required by (a) above or as otherwise required by
the 1940 Act, as to any matter which does not affect the interests of a
particular class, only the holders of shares of the one or more affected
classes shall be entitled to vote; and (6) subject to the applicable
provisions of the 1940 Act, the Trustees may from time to time modify the
preferences, voting powers, rights and privileges of any of the classes or
redesignate any of the classes without any action or consent of the
Shareholders.
2. Pursuant to Section 5.11 of the Declaration , the Class B Shares are hereby
established and designated for each of the following series: Harris Insight
Balanced
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Fund, Harris Insight Index Fund, Harris Insight Equity Income Fund, Harris
Insight Equity Fund, Harris Insight Growth Fund, Harris Insight Small-Cap
Value Fund, Harris Insight Small-Cap Opportunity Fund, Harris Insight
International Fund, Harris Insight Large-Cap Aggressive Growth Fund, Harris
Insight Small-Cap Aggressive Growth Fund, Harris Insight Emerging Markets
Fund, Harris Insight Technology Fund, Harris Insight Tax-Exempt Bond Fund,
Harris Insight Bond Fund, Harris Insight Intermediate Government Bond Fund
and Harris Insight Money Market Fund.
3. Class B Shares of each such series shall be entitled to all the rights and
preferences accorded to Shares under the Declaration.
4. The number of Class B Shares of each such series designated hereby shall be
unlimited.
5. The purchase price of Class B Shares of any series, the method of
determination of the net asset value of such Class B Shares, the price,
terms and manner of redemption of such Class B Shares, any conversion or
exchange feature or privilege of such Class B Shares, and the relative
dividend rights of the holders of Class B Shares of any series shall be
established by the Trustees of the Trust in accordance with the Declaration
and shall be set forth in the current prospectus and statement of
additional information of the Trust or any series thereof, as amended from
time to time, contained in the Prospectus.
6. The Class B Shares shall bear the expenses of payments under any
distribution and service agreements entered into by or on behalf of the
Trust with respect thereto, and any other expenses that are properly
allocated to the Class B Shares in accordance with the 1940 Act.
7. As to any matter on which shareholders of any series are entitled to vote,
Class B Shares of such series shall vote together as a single class with
all of the classes of shares of that series; provided however, that
notwithstanding the provisions of Section 5.9 of the Declaration to the
contrary, (a) as to any matter with respect to which a separate vote of any
class is required by the 1940 Act or is required by a separate agreement
applicable to such class, such requirements as to a separate vote by the
class shall apply, (b) except as required by (a) above, to the extent that
a matter affects more than one class and the interests of two or more
classes in the matter are not materially different, then the shares of such
classes whose interests in the matter are not materially different shall
vote together as a single class, but to the extent that a matter affects
more than one class and the interests of a class in the matter are
materially different from that of each other class, then the shares of such
class shall vote as a separate class; and (c) except as required by (a)
above or as otherwise required by the 1940 Act, as to any matter which does
not affect the interests of a particular class, only the holders of shares
of the one or more affected classes shall be entitled to vote.
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8. The designation of Class B Shares of any series hereby shall not impair the
power of the Trustees from time to time to designate additional classes of
shares of any series of the Trust.
9. Subject to the applicable provisions of the 1940 Act, the Trustees may from
time to time modify the preferences, voting powers, rights and privileges
of the Class B Shares, or redesignate the Class B Shares, of any series
without any action or consent of the Shareholders.
IN WITNESS WHEREOF, the undersigned, being all the Trustees of the
Trust, have executed this instrument as of this 5th day of December, 2000.
/s/ Edgar R. Fiedler
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Edgar R. Fiedler
/s/ C. Gary Gerst
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C. Gary Gerst
/s/ Valerie Jarret
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Valerie Jarret
/s/ John W. McCarter, Jr.
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John W. McCarter, Jr.
/s/ Paula Wolff
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Paula Wolff
