As filed with the Securities and Exchange Commission on February 20,1996
Securities Act File No. 33-17957
Investment Company Act File No. 811-5366
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 25
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 26
HT INSIGHT FUNDS, INC. d/b/a HARRIS INSIGHT FUNDS
(Exact Name of Registrant as Specified in Charter)
One Exchange Place, Boston, MA 02109
(Address of Principal Executive Offices including Zip Code)
Registrant's Telephone Number, including Area Code: (800) 982-8782
Name and Address of Agent for Service: Copies to:
Lisa Anne Rosen, Esq. Cameron S. Avery, Esq.
Harris Insight Funds Bell, Boyd & Lloyd
One Exchange Place, 4th Floor Three First National Plaza
Boston, MA 02109 Chicago, IL 60602
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b), or
X on February 20, 1996 pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a),
75 days after filing pursuant to paragraph (a); or
on pursuant to paragraph (a) of Rule 485
Registrant has previously filed a declaration of indefinite registration
of its shares of capital stock pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended. Registrant's Rule 24f-2 Notice for the
fiscal year ended December 31, 1995 will be filed on or before February 29,
1996.
HARRIS INSIGHT FUNDS
The purpose of this filing is to file certain required exhibits and to
bring financial statements and other information up to date under Section
10(a)(3) of the Securities Act of 1933, as amended.
Part A (the Prospectuses of HT Insight Funds, Inc.) and Part B (Statements of
Additional Information) of Form N-1A are incorporated by reference to
Registrant's filing of Post-Effective Amendment No. 24 filed with the
Securities and Exchange Commission on February 9, 1996 (Accession
No.00000927405-96-000048); and the Prospectus and Statement of Additional
Information for the Harris Insight Hemisphere Free Trade Fund are incorporated
by reference to Registrant's Rule 497(c) filing with the Securities and
Exchange Commission on February 9, 1996 (Accession No. 00000927405-96-000034).
/R>
HARRIS INSIGHT FUNDS
Registration Statement on Form N-1A
CROSS REFERENCE SHEET
Pursuant to Rule 495 (a)
under the Securities Act of 1933
N-1A Item No.
Part A Location
Item 1. Cover Page Cover Page
Item 2. Synopsis Expense Table; Financial Highlights
Item 3. Condensed Financial Information Financial Highlights; Calculation of
Yield and Total Return
Item 4. General Description of Registrant Cover Page; Investment
Objectives and Policies; Investment Strategies; Organization and Capital Stock
Item 5. Management of the Fund Management
Item 6. Capital Stock and Other Securities Cover Page; Dividends and
Distributions; Federal Income Taxes; Account Services; Organization and
Capital Stock
Item 7. Purchase of Securities Being Offered Management; Determination of
Net Asset Value; Purchase of Shares; Exchange Privilege
Item 8. Redemption or Repurchase Redemption of Shares; Exchange Privilege
Item 9. Pending Legal Proceedings Not Applicable
N-1A Item No.
Part B 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 Securities Management;
Organization and Capital Stock (Prospectus)
Item 16. Investment Advisory and Other Services Management (Prospectus);
Management; Service Plans; Custodian; Independent Accountants
Item 17. Brokerage Allocation and Other Practices Portfolio Transactions
Item 18. Capital Stock Capital Stock
Item 19. Purchase, Redemption and Pricing of Securities Determination of
Net Asset Value; Financial Statements Securities Being Offered
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. Audited Financial Statements for the Fiscal Year Ended December
31, 1995
Part C
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements:
Audited Financial Statements as of December 31, 1995 are
incorporated by reference from the Registrant's Annual Report dated December
31, 1995 and include the following:
Statement of Net Assets
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
Report of Independent Accountants
No Financial Statements are included in Part A or Part B for the
Harris Insight Intermediate Municipal Income Fund, Harris Insight Prime
Reserve Fund or Harris Insight Hemisphere Free Trade Fund
(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. 33-17957, and the term "Post-Effective Amendment" refers to a post-
effective amendment to the Registration Statement.
Exhibit
Number Description
(1)(a) Articles of Incorporation incorporated by reference to
Exhibit No. 1(c)
to the Registration Statement filed on October 15, 1987.
(1)(b) Articles Supplementary to the Articles of Incorporation dated
September 21, 1990 incorporated by reference to Exhibit No.1(b) to Post-
Effective Amendment No. 5 filed on September 5, 1990.
(1)(c) Articles Supplementary to the Articles of Incorporation dated
November 4, 1992 incorporated by reference to Exhibit No. 1(c) to Post-
Effective Amendment No. 13 filed on April 19, 1993.
(1)(d) Articles Supplementary to the Articles of Incorporation dated
August 6, 1993 incorporated by reference to Exhibit No. 1(d) to Post-Effective
Amendment No. 14 filed on August 20, 1993.
(1)(e) Articles Supplementary to the Articles of Incorporation dated May
27, 1994 incorporated by reference to Exhibit 1(e) to Post-Effective Amendment
No. 16 filed on June 1, 1994.
(1)(f) Articles Supplementary to the Articles of Incorporation dated July
19, 1994 incorporated by reference to Exhibit 1(f) to Post-Effective Amendment
No. 18 filed on July 29, 1994.
(1)(g) Articles Supplementary to the Articles of Incorporation dated
January 9, 1995 incorporated by reference to Exhibit 1(g) to Post-Effective
Amendment No. 20 filed on January 23, 1995.
(1)(h) Form of Articles Supplementary to the Articles of Incorporation
dated February __, 1996.*
(2)(a) By-Laws incorporated by reference to Exhibit No. 2(a) to the
Registration Statement filed on October 15, 1987.
(2)(b) Addendum to By-Laws dated July 21, 1988 incorporated by reference
to Exhibit No. 2(b) to Post-Effective Amendment No. 12 filed on November 30,
1992.
*To be filed by amendment.
Exhibit
Number Description
(2)(c) Addendum to By-Laws dated July 21, 1989 incorporated by reference
to Exhibit No. 2(c) to Post-Effective Amendment No. 12 filed on November 30,
1992.
(3) Not Applicable.
(4) Forms of Stock Certificate incorporated by reference to Exhibit No. 4 to
Pre-Effective Amendment No. 2 to the Registration Statement filed on
January 29, 1988.
(5)(a) Advisory Contract on behalf of HT Insight Government Fund (now
named "Harris Insight Government Money Market Fund") dated January 13, 1988
between Registrant and Harris Trust & Savings Bank incorporated by reference
to Exhibit 5(a)(i) to the Registration Statement filed on October 15, 1987.
(5)(b) Advisory Contract on behalf of HT Insight Cash Management Fund
(now named "Harris Insight Money Market Fund") dated January 13, 1988 between
Registrant and Harris Trust & Savings Bank incorporated by reference to
Exhibit 5(a)(ii) to the Registration Statement filed on October 15, 1987.
(5)(c) Advisory Contract on behalf of HT Insight Tax-Free Money Market
Fund (now named "Harris Insight Tax-Exempt Money Market Fund") dated January
13, 1988 between Registrant and Harris Trust & Savings Bank incorporated by
reference to Exhibit 5(a)(iii) to the Registration Statement filed on October
15, 1987.
(5)(d) Advisory Contract on behalf of HT Insight Convertible Fund (now
named "Harris Insight Convertible Fund") dated January 13, 1988 between
Registrant and Harris Trust & Savings Bank incorporated by reference to
Exhibit 5(a)(iv) to the Registration Statement filed on October 15, 1987.
(5)(e) Advisory Contract on behalf of HT Insight Equity Fund (now named
"Harris Insight Equity Fund") dated January 13, 1988 between Registrant and
Harris Trust & Savings Bank incorporated by reference to Exhibit 5(a)(v) to
the Registration Statement filed on October 15, 1987.
Exhibit
Number Description
(5)(f) Advisory Contract on behalf of HT Insight Government Fund dated
May 1, 1990 between Registrant and Harris Trust & Savings Bank incorporated by
reference to Exhibit 5(f) to Post-Effective Amendment No. 7 filed on April 1,
1991.
(5)(g) Advisory Contract on behalf of HT Insight Cash Management Fund
dated May 1, 1990 between Registrant and Harris Trust & Savings Bank
incorporated by reference to Exhibit 5(g) to Post-Effective Amendment No. 7
filed on April 1, 1991.
(5)(h) Advisory Contract on behalf of HT Insight Convertible Fund dated
May 1, 1990 between Registrant and Harris Trust & Savings Bank incorporated by
reference to Exhibit 5(h) to Post-Effective Amendment No. 7 filed on April 1,
1991.
(5)(i) Advisory Contract on behalf of HT Insight Equity Fund dated May 1,
1990 between Registrant and Harris Trust & Savings Bank incorporated by
reference to Exhibit 5(i) to Post-Effective Amendment No. 7 filed on April 1,
1991.
(5)(j) Advisory Contract on behalf of HT Insight Managed Fixed Income
Fund (now named "Harris Insight Short/Intermediate Bond Fund") dated April 1,
1991 between Registrant and Harris Trust & Savings Bank incorporated by
reference to Exhibit 5(j) to Post-Effective Amendment No. 8 filed on October
1, 1991.
(5)(k) Advisory Contract on behalf of Harris Insight Intermediate
Municipal Income Fund between Registrant and Harris Trust & Savings Bank.*
(5)(l) Advisory Contract on behalf of Harris Insight Government Assets
Fund between Registrant and Harris Trust & Savings Bank incorporated by
reference to Exhibit 5(l) to Post-Effective Amendment No. 15 filed on May 2,
1994.
(5)(m) Advisory Contract on behalf of Harris Insight Cash Management Fund
between Registrant and Harris Trust & Savings Bank incorporated by reference
to Exhibit 5(m) to Post-Effective Amendment No. 15 filed on May 2, 1994.
*To be filed by amendment.
Exhibit
Number Description
(5)(n) Advisory Contract on behalf of Harris Insight Tax-Free Money
Market Fund between Registrant and Harris Trust & Savings Bank incorporated by
reference to Exhibit 5(n) to Post-Effective Amendment No. 15 filed on May 2,
1994.
(5)(o) Advisory Contract on behalf of Harris Insight Prime Reserve Fund
between Registrant and Harris Trust & Savings Bank.*
(5)(p) Advisory Contract on behalf of Harris Insight NAFTA Advantage Fund
(now named "Harris Insight Hemisphere Free Trade Fund") between Registrant and
Harris Trust & Savings Bank.*
(5)(q) Portfolio Management Contract on behalf of HT Insight Government
Fund dated May 1, 1990 between Harris Trust & Savings Bank and Harris
Investment Management, Inc. incorporated by reference to Exhibit 5(k) to Post-
Effective Amendment No. 7 filed on April 1, 1991.
(5)(r) Portfolio Management Contract on behalf of HT Insight Cash
Management Fund dated May 1, 1990 between Harris Trust & Savings Bank and
Harris Investment Management, Inc. incorporated by reference to Exhibit 5(l)
to Post-Effective Amendment No. 7 filed on April 1, 1991.
(5)(s) Portfolio Management Contract on behalf of HT Insight Convertible
Fund dated May 1, 1990 between Harris Trust & Savings Bank and Harris
Investment Management, Inc. incorporated by reference to Exhibit 5(m) to Post-
Effective Amendment No. 7 filed on April 1, 1991.
(5)(t) Portfolio Management Contract on behalf of HT Insight Equity Fund
dated May 1, 1990 between Harris Trust & Savings Bank and Harris Investment
Management, Inc. incorporated by reference to Exhibit 5(n) to Post-Effective
Amendment No. 7 filed on April 1, 1991.
(5)(u) Portfolio Management Contract on behalf of HT Insight Managed
Fixed Income Fund dated April 1, 1991 between Harris Trust & Savings Bank and
Harris Investment Management, Inc. incorporated by reference to Exhibit 5(o)
to Post-Effective Amendment No. 8 filed on October 1, 1991.
*To be filed by amendment.
Exhibit
Number Description
(5)(v) Portfolio Management Contract on behalf of Harris Insight
Intermediate Municipal Income Fund between Harris Trust & Savings Bank and
Harris Investment Management, Inc.*
(5)(w) Portfolio Management Contract on behalf of Harris Insight
Government Assets Fund between Harris Trust & Savings Bank and Harris
Investment Management, Inc. incorporated by reference to Exhibit 5(u) to Post-
Effective Amendment No. 15 filed on May 2, 1994.
(5)(x) Portfolio Management Contract on behalf of Harris Insight Cash
Management Fund between Harris Trust & Savings Bank and Harris Investment
Management, Inc. incorporated by reference to Exhibit 5(v) to Post-Effective
Amendment No. 15 filed on May 2, 1994.
(5)(y) Portfolio Management Contract on behalf of Harris Insight Prime
Reserve Fund between Harris Trust & Savings Bank and Harris Investment
Management, Inc.*
(5)(z) Portfolio Management Contract on behalf of Harris Insight
Hemisphere Free Trade fund between Harris Trust & Savings Bank and Harris
Investment Management, Inc.*
(5)(aa) Investment Sub-Advisory and Portfolio Management Services
Agreement on behalf of Harris Insight NAFTA Advantage Fund between Harris
Investment Management, Inc. and Bancomer Asesora de Fondos, S.A. de C.V.*
(5)(bb) Investment Sub-Advisory and Portfolio Management Services
Agreement on behalf of Harris Insight NAFTA Advantage Fund between Harris
Investment Management, Inc. and Bank of Montreal Investment Counsel Limited.*
(6)(a) Distribution Agreement between Registrant and Lazard, Freres & Co.
incorporated by reference to Exhibit 6(a) to the Registration Statement filed
on October 15, 1987.
(6)(b) Dealer Agreement incorporated by reference to Exhibit 6(b) of Pre-
Effective Amendment No. 1 to the Registration Statement filed on December 17,
1987.
*To be filed by amendment.
Exhibit
Number Description
(6)(c) Dealer Contract incorporated by reference to Exhibit 6(b) of Pre-
Effective Amendment No. 2 to the Registration Statement filed on January 29,
1988.
(6)(d) Underwriting Agreement, dated February 1, 1990, between Registrant
and Scudder Fund Distributors, Inc. incorporated by reference to Exhibit 6(a)
to Post-Effective Amendment No. 3 filed on March 1, 1989.
(6)(e) Form of Dealer Contract incorporated by reference to Exhibit 6(b)
to Post-Effective Amendment No. 3 filed on March 1, 1989.
(6)(f) Distribution Agreement between Registrant and TBC Funds
Distributor, Inc. dated December 1, 1989 incorporated by reference to Exhibit
6(f) to Post-Effective Amendment No. 4 filed on March 2, 1990.
(6)(g) Supplement to Distribution Agreement between Registrant and TBC
Funds Distributor, Inc. relating to HT Insight Income Fund dated July 24, 1990
incorporated by reference to Exhibit 6(g) to Post-Effective Amendment No. 6
filed on November 2, 1990.
(6)(h) Notice to Distributor relating to Harris Insight Intermediate
Municipal Income Fund dated November 5, 1992 incorporated by reference to
Exhibit 6(h) to Post-Effective Amendment No. 13 filed on April 19, 1993.
(6)(i) Notice to Distributor relating to the addition of Class B Shares
and Class C Shares (now named "Institutional Shares") of the Harris Insight
Government Assets, Cash Management and Tax-Free Money Market Funds
incorporated by reference to Exhibit 6(i) to Post-Effective Amendment No. 15
filed on May 2, 1994.
(6)(j) Amended Distribution Agreement between Registrant and Funds
Distributor, Inc. dated October 28, 1993 incorporated by reference to Exhibit
6(j) to Post-Effective Amendment No. 15 filed on May 2, 1994.
(6)(k) Distribution Agreement between Registrant and Funds Distributor,
Inc. dated April 13, 1994 incorporated by reference to Exhibit 6(k) to Post-
Effective Amendment No. 16 filed on June 1, 1994.
Exhibit
Number Description
(6)(l) Notice to Distributor relating to Harris Insight Prime Reserve
Fund dated July 19, 1994.*
(6)(m) Notice to Distributor relating to Harris Insight NAFTA Advantage
Fund dated July 19, 1994.*
(6)(n) Notice to Distributor relating to the addition of Class B Shares
of the Harris Insight Equity Fund and Managed Fixed Income Fund.
(7) Not Applicable.
(8)(a) Custodian Contract between Registrant and State Street Bank and
Trust Company incorporated by reference to Exhibit 8(a) to the Registration
Statement filed on October 15, 1987.
(8)(b) Custodian Agreement between Registrant and Provident National Bank
dated December 1, 1989 incorporated by reference to Exhibit 8(b) to Post-
Effective Amendment No. 4 filed on March 2, 1990.
(8)(c) Supplement to Custodian Agreement between Registrant and Provident
National Bank relating to HT Insight Income Fund dated July 24, 1990
incorporated by reference to Exhibit 8(c) to Post-Effective Amendment No. 6
filed on November 2, 1990.
(8)(d) Notice to the Custodian relating to Harris Insight Intermediate
Municipal Income Fund dated November 23, 1992 incorporated by reference to
Exhibit 8(d) to Post-Effective Amendment No. 13 filed on April 19, 1993.
(8)(e) Notice to Custodian relating to Harris Insight Prime Reserve Fund
dated July 19, 1994.*
(8)(f) Notice to Custodian relating to Harris Insight NAFTA Advantage
Fund dated July 19, 1994.*
(9)(a) Transfer Agency Agreement between Registrant and State Street Bank
and Trust Company incorporated by reference to Exhibit 9(a) to the
Registration Statement filed on October 15, 1987.
_____________________
*To be filed by amendment.
Exhibit
Number Description
(9)(b) Transfer Agency Agreement between Registrant and Provident
Financial Processing Corporation dated December 1, 1989 incorporated by
reference to Exhibit 9(b) to Post-Effective Amendment No. 4 filed on March 2,
1990.
(9)(c) Supplement to Transfer Agency Agreement between Registrant and
Provident Financial Processing Corporation relating to HT Insight Income Fund
dated July 24, 1990 incorporated by reference to Exhibit 9(c) to Post-
Effective Amendment No. 6 filed on November 2, 1990.
(9)(d) Notice to Provident Financial Processing Corporation as Transfer
Agent relating to Harris Insight Intermediate Municipal Income Fund dated
November 9, 1992 incorporated by reference to Exhibit 9(d) to Post-Effective
Amendment No. 13 filed on April 19, 1993.
(9)(e) Notice to PFPC Inc. as Transfer Agent relating to the addition of
Class B and Class C Shares of the Harris Insight Government Assets, Cash
Management and Tax-Free Money Market Funds incorporated by reference to
Exhibit 9(e) to Post-Effective Amendment No. 15 filed on May 2, 1994.
(9)(f) Form of Notice to PFPC Inc. as Transfer Agent relating to Harris
Insight Prime Reserve Fund dated July 19, 1994 incorporated by reference to
Exhibit 9(f) to Post-Effective Amendment No. 16 filed on June 1, 1994.
(9)(g) Notice to PFPC Inc. as Transfer Agent relating to Harris Insight
NAFTA Advantage Fund dated July 19, 1994.*
(9)(h) Administration Agreement on behalf of HT Insight Government Fund
incorporated by reference to Exhibit 5(b)(i) to the Registration Statement
filed on October 15, 1987.
(9)(i) Administration Agreement on behalf of HT Insight Cash Management
Fund incorporated by reference to Exhibit 5(b)(ii) to the Registration
Statement filed on October 15, 1987.
_____________________
*To be filed by amendment.
Exhibit
Number Description
(9)(j) Administration Agreement on behalf of HT Insight Tax-Free Money
Market Fund incorporated by reference to Exhibit 5(b)(iii) to the Registration
Statement filed on October 15, 1987.
(9)(k) Administration Agreement on behalf of HT Insight Convertible Fund
incorporated by reference to Exhibit 5(b)(iv) to the Registration Statement
filed on October 15, 1987.
(9)(l) Administration Agreement on behalf of HT Insight Equity Fund
incorporated by reference to Exhibit 5(b)(v) to the Registration Statement
filed on October 15, 1987.
(9)(m) Administration Agreement between Registrant and The Boston Company
Advisors, Inc. dated December 1, 1989 incorporated by reference to Exhibit
9(j) to Post-Effective Amendment No. 4 filed on March 2, 1990.
(9)(n) Supplement to Administration Agreement between Registrant and The
Boston Company Advisors, Inc. relating to HT Insight Income Fund dated July
24, 1990 incorporated by reference to Exhibit 9(k) to Post-Effective Amendment
No. 6 filed on November 2, 1990.
(9)(o) Administration and Accounting Services Agreement between
Registrant and Provident Financial Processing Corporation dated December 1,
1989 incorporated by reference to Exhibit 9(l) to Post-Effective Amendment No.
4 filed on March 2, 1990.
(9)(p) Supplement to Administration and Accounting Services Agreement
between Registrant and Provident Financial Processing Corporation relating to
HT Insight Income Fund dated July 24, 1990 incorporated by reference to
Exhibit 9(m) to Post-Effective Amendment No. 6 filed on November 2, 1990.
(9)(q) Notice to The Boston Company Advisors, Inc. as Administrator
relating to Harris Insight Intermediate Municipal Income Fund dated November
5, 1992 incorporated by reference to Exhibit 9(n) to Post-Effective Amendment
No. 13 filed on April 19, 1993.
Exhibit
Number Description
(9)(r) Notice to Provident Financial Processing Corporation as
Administrator and Accounting Services Agent relating to Harris Insight
Intermediate Municipal Income Fund dated March 29, 1993 incorporated by
reference to Exhibit 9(o) to Post-Effective Amendment No. 13 filed on April
19, 1993.
(9)(s) Notice to The Boston Company Advisors, Inc. relating to the
addition of Class B and Class C Shares of the Harris Insight Government
Assets, Cash Management and Tax-Free Money Market Funds incorporated by
reference to Exhibit 9(q) to Post-Effective Amendment No. 15 filed on May 2,
1994.
(9)(t) Notice to PFPC Inc. relating to the addition of Class B and Class
C Shares of the Harris Insight Government Assets, Cash Management and Tax-Free
Money Market Funds incorporated by reference to Exhibit 9(r) to Post-Effective
Amendment No. 15 filed on May 2, 1994.
(9)(u) Notice to The Shareholder Services Group, Inc. as Administrator,
relating to Harris Insight Prime Reserve Fund dated July 19, 1994.*
(9)(v) Consent of Registrant to the assignment of the Administration
Agreement between The Boston Company Advisors, Inc. and Registrant to The
Shareholder Services Group, Inc. dated April 29, 1994 incorporated by
reference to Exhibit 9(u) to Post-Effective Amendment No. 16 filed on June 1,
1994.
(9)(w) Notice to PFPC Inc. as Administrator and Accounting Services Agent
relating to Harris Insight Prime Reserve Fund dated July 19, 1994.*
(9)(x) Notice to The Shareholder Services Group, Inc. as Administrator,
relating to Harris Insight NAFTA Advantage Fund dated July 19, 1994.*
(9)(y) Notice to PFPC Inc. as Administrator and Accounting Services Agent
relating to Harris Insight NAFTA Advantage Fund dated July 19, 1994.*
*To be filed by amendment.
Exhibit
Number Description
(9)(z) Form of Shareholder Servicing Agreement incorporated by reference
to Exhibit 9(p) to Post-Effective Amendment No. 12 filed on November 30, 1992.
(9)(aa) Form of Servicing Agreement Relating to Class A Shares of the
Harris Insight Government Assets, Cash Management and Tax-Free Money Market
Funds incorporated by reference to Exhibit 9 (t) to Post-Effective Amendment
No. 14 filed on August 20, 1993.
(9)(bb) Form of Servicing Agreement Relating to Class B Shares of the
Harris Insight Government Assets, Cash Management and Tax-Free Money Market
Funds incorporated by reference to Exhibit 9 (u) to Post-Effective Amendment
No. 14 filed on August 20, 1993.
(9)(cc) Form of Servicing Agreement Relating to Class A Shares of the
Harris Insight Prime Reserve Fund incorporated by reference to Exhibit 9(z) to
Post-Effective Amendment No. 16 filed on June 1, 1994.
(9)(dd) Form of Servicing Agreement Relating to Class B Shares of the
Harris Insight Prime Reserve Fund incorporated by reference to Exhibit 9(aa)
to Post-Effective Amendment No. 16 filed on June 1, 1994.
(9)(ee) Form of Servicing Agreement Relating to Class A Shares of the
Harris Insight NAFTA Advantage Fund incorporated by reference to Exhibit 9(ee)
to Post-Effective Amendment No. 18 filed on July 29, 1994.
(9)(ff) Notice to PFPC Inc. as Transfer Agent relating to the addition of
Class B Shares of the Harris Insight Equity Fund and Managed Fixed Income
Fund.*
(9)(gg) Notice to The Shareholder Services Group, Inc. relating to the
addition of Class B Shares of the Harris Insight Equity Fund and Managed Fixed
Income Fund.*
*To be filed by amendment.
Exhibit
Number Description
(9)(hh) Form of Servicing Agreement Relating to Class B Shares of the
Harris Insight Equity Fund and Managed Fixed Income Fund.*
(10)(a) Opinion and Consent of Counsel incorporated by reference to
Exhibit 10(a) to Post-Effective Amendment No. 6 filed on November 2, 1990.
(10)(b) Opinion and Consent of The Boston Company Advisors, Inc. relating
to shares of HT Insight Managed Fixed Income Fund incorporated by reference to
Exhibit 10(b) to Post-Effective Amendment No. 7 filed on
April 1, 1991.
(10)(c) Opinion and Consent of The Boston Company Advisors, Inc. relating
to shares of Harris Insight Intermediate Municipal Income Fund incorporated by
reference to Exhibit 10(c) to Post-Effective Amendment No. 12 filed on
November 30, 1992.
(10)(d) Opinion and Consent of The Boston Company Advisors, Inc. relating
to the addition of Class B and Class C Shares of the Harris Insight Government
Assets, Cash Management and Tax-Free Money Market Funds incorporated by
reference to Exhibit 10(d) to Post-Effective Amendment No. 14 filed on August
20, 1993.
(10)(e) Opinion and Consent of Counsel of The Shareholder Services Group,
Inc. relating to shares of Harris Insight Prime Reserve Fund incorporated by
reference to Exhibit 10(e) to Post-Effective Amendment No. 16 filed on June 1,
1994.
(10)(f) Opinion and Consent of Counsel of The Shareholder Services Group,
Inc. relating to shares of Harris Insight NAFTA Advantage Fund incorporated by
reference to Exhibit 10(f) to Post-Effective Amendment No. 17 filed on July
29, 1994.
(10)(g) Opinion and Consent of Counsel of The Shareholder Services Group,
Inc. relating to the addition of Institutional Shares of the Harris Insight
Equity Fund and Managed Fixed Income Fund.*
*To be filed by amendment.
Exhibit
Number Description
(11) Consent of Price Waterhouse LLP
filed herein.
(12) Registrant's Annual Report to Shareholders dated December 31, 1995
incorporated by reference to February 15, 1995 filing with the Securities and
Exchange Commission (Accession number 0000927405-96-000055) [/R]
(13)(a) Purchase Agreement investment letter of Lazard Freres & Co.
incorporated by reference to Exhibit 13(a) to Pre-Effective Amendment No. 2 to
the Registration Statement filed on January 29, 1988.
(13)(b) Purchase Agreement between Registrant and The Boston Company
Advisors, Inc. dated October 31, 1990 with respect to the HT Insight Income
Fund incorporated by reference to Exhibit 13(b) to Post-Effective Amendment
No. 7 filed on April 1, 1991.
(13)(c) Purchase Agreement between Registrant and Funds Distributor, Inc.
with respect to the Harris Insight Intermediate Municipal Income Fund.*
(13)(d) Purchase Agreement between Registrant and Funds Distributor, Inc.
with respect to Class B and Class C Shares of the Harris Insight Government
Assets, Cash Management and Tax-Free Money Market Funds, incorporated by
reference to Exhibit 5(l) to Post-Effective Amendment No. 15 filed on May 2,
1994.
(13)(e) Purchase Agreement between Registrant and Funds Distributor, Inc.
with respect to the Harris Insight Prime Reserve Fund.*
(13)(f) Purchase Agreement between Registrant and Funds Distributor, Inc.
with respect to the Harris Insight NAFTA Advantage Fund.*
(13)(g) Purchase Agreement between Registrant and Funds Distributor, Inc.
with respect to Class B Shares of the Harris Insight Equity Fund and Managed
Fixed Income Fund.*
(14) Not Applicable.
*To be filed by amendment.
Exhibit
Number Description
(15)(a) Service Plan on behalf of HT Insight Government Fund incorporated
by reference to Exhibit 15(a)(i) to the Registration Statement filed on
October 15, 1987.
(15)(b) Service Plan on behalf of HT Insight Cash Management Fund
incorporated by reference to Exhibit 15(a)(ii) to the Registration Statement
filed on October 15, 1987.
(15)(c) Service Plan on behalf of HT Insight Tax-Free Money Market Fund
incorporated by reference to Exhibit 15(a)(iii) to the Registration Statement
filed on October 15, 1987.
(15)(d) Service Plan on behalf of HT Insight Convertible Fund incorporated
by reference to Exhibit 15(a)(iv) to the Registration Statement filed on
October 15, 1987.
(15)(e) Service Plan on behalf of HT Insight Equity Fund incorporated by
reference to Exhibit 15(a)(v) to the Registration Statement filed on October
15, 1987.
(15)(f) Form of Service Agreement between Registrant and Service Agent
incorporated by reference to Exhibit 15(b)(i) to Pre-Effective Amendment No. 2
to the Registration Statement filed on January 29, 1988.
(15)(g) Form of Service Agreement between Lazard Freres & Co. and Service
Agent incorporated by reference to Exhibit 15(b)(ii) to Pre-Effective
Amendment No. 2 to the Registration Statement filed on January 29, 1988.
(15)(h) Service Plan on behalf of HT Insight Government Fund adopted as of
November 9, 1989 incorporated by reference to Exhibit 15(h) to Post-Effective
Amendment No. 4 filed on March 2, 1990.
(15)(i) Service Plan on behalf of HT Insight Cash Management Fund adopted
as of November 9, 1989 incorporated by reference to Exhibit 15(i) to Post-
Effective Amendment No. 4 filed on March 2, 1990.
(15)(j) Service Plan on behalf of HT Insight Tax-Free Money Market Fund
adopted as of November 9, 1989 incorporated by reference to Exhibit 15(j) to
Post-Effective Amendment No. 4 filed on March 2, 1990.
Exhibit
Number Description
(15)(k) Service Plan on behalf of HT Insight Convertible Fund adopted as
of November 9, 1989 incorporated by reference to Exhibit 15(k) to Post-
Effective Amendment No. 4 filed on March 2, 1990.
(15)(l) Service Plan on behalf of HT Insight Equity Fund adopted as of
November 9, 1989 incorporated by reference to Exhibit 15(l) to Post-Effective
Amendment No. 4 filed on March 2, 1990.
(15)(m) Service Plan on behalf of HT Insight Income Fund adopted as of
July 20, 1990 incorporated by reference to Exhibit 15(m) to Post-Effective
Amendment No. 7 filed on April 1, 1991.
(15)(n) Service Plan on behalf of HT Insight Government Assets Fund
adopted as of November 9, 1989 and as revised on April 24, 1991 incorporated
by reference to Exhibit 15(n) to Post-Effective Amendment No. 9 filed on April
29, 1992.
(15)(o) Service Plan on behalf of HT Insight Cash Management Fund adopted
as of November 9, 1989 and as revised on April 24, 1991 incorporated by
reference to Exhibit 15(o) to Post-Effective Amendment No. 9 filed on April
29, 1992.
(15)(p) Service Plan on behalf of HT Insight Tax-Free Money Market Fund
adopted as of November 9, 1989 and as revised on April 24, 1991 incorporated
by reference to Exhibit 15(p) to Post-Effective Amendment No. 9 filed on April
29, 1992.
(15)(q) Service Plan on behalf of HT Insight Convertible Fund
adopted as of November 9, 1989 and as revised on April 24, 1991 incorporated
by reference to Exhibit 15(q) to Post-Effective Amendment No. 9 filed on April
29, 1992.
(15)(r) Service Plan on behalf of HT Insight Equity Fund adopted as
of November 9, 1989 and as revised on April 24, 1991 incorporated by reference
to Exhibit 15(r) to Post-Effective Amendment No. 9 filed on April 29, 1992.
(15)(s) Service Plan on behalf of HT Insight Managed Fixed Income
Fund adopted as of July 20, 1990 and as revised on April 24, 1991 incorporated
by reference to Exhibit 15(s) to Post-Effective Amendment No. 9 filed on April
29, 1992.
Exhibit
Number Description
(15)(t) Service Plan on behalf of Harris Insight Intermediate
Municipal Income Fund adopted as of October 20, 1992 incorporated by reference
to Exhibit 15(t) to Post-Effective Amendment No. 13 filed on April 19, 1993.
(15)(u) Amended and Restated Service Plan on behalf of the Harris
Insight Government Assets, Cash Management and Tax-Free Money Market Funds,
incorporated by reference to Exhibit 15(u) to Post-Effective Amendment No. 15
filed on May 2, 1994.
(15)(v) Form of Service Plan on behalf of Harris Insight Prime
Reserve Fund incorporated by reference to Exhibit 15(v) to Post-Effective
Amendment No. 16 filed on June 1, 1994.
(15)(w) Form of Service Plan on behalf of Harris Insight NAFTA
Advantage Fund incorporated by reference to Exhibit 15(w) to Post-Effective
Amendment No. 18 filed on July 29, 1994.
(16)(a) Certain schedules for computation of performance quotations
with respect to HT Insight Equity and HT Insight Convertible Funds
incorporated by reference to Exhibit 16(a) to Post-Effective Amendment No. 3
filed on March 1, 1989.
(16)(b) Certain schedules for computation of performance quotations
with respect to HT Insight Convertible Fund, HT Insight Equity Fund and HT
Insight Managed Fixed Income Fund incorporated by reference to Exhibit 16(b)
to Post-Effective Amendment No. 8 filed on October 1, 1991.
(16)(c) Certain schedules for computation of performance quotations
with respect to Harris Insight Intermediate Municipal Income Fund.*
(16)(d) Certain schedules for computation of performance quotations
with respect to Harris Insight Government Assets Fund - Class A, Cash
Management Fund - Class A and Tax-Free Money Market Fund - Class A
incorporated by reference to Exhibit 16(d) to Post-Effective Amendment No. 15
filed on May 2, 1994.
*To be filed by amendment.
Exhibit
Number Description
(16)(e) Certain schedules for computation of performance quotations
with respect to Harris Insight Government Assets Fund - Class B; Government
Assets Fund - Class C; Cash Management Fund - Class B; Cash Management Fund -
Class C; Tax-Free Money Market Fund - Class B; and Tax-Free Money Market Fund
- - Class C.*
(16)(f) Certain schedules for computation of performance quotations
with respect to Class A, Class B, and Class C Shares of Harris Insight Prime
Reserve Fund.*
(16)(g) Certain schedules for computation of performance quotations
with respect to Class A and Class B Shares of Harris Insight NAFTA Advantage
Fund.*
(16)(h) Certain schedules for computation of performance quotations
with respect to Harris Insight Equity Fund - Class B and Managed Fixed Income
Fund - Class B.*
(17) Financial Data Schedule incorporated by reference to Exhibit
17 to Post-Effective Amendment No. 24 to the Registration Statement filed on
February 9, 1996 (Accession No. 00000927405-96-000048).
(18) Form of Multi-Class Plan incorporated by reference to Exhibit
18 to Post-Effective Amendment No. 24 to the Registration Statement filed on
February 9, 1996 (Acccession No.00000927405-96-000048).
*To be filed by amendment.
Item 25. Persons Controlled by or under Common Control with Registrant.
No person is controlled by or under common control with
Registrant. For additional information, see "Management" and "Organization
and Capital Stock" in the Prospectuses, Part A of this Registration Statement.
Item 26. Number of Holders of Securities.
As of January 31, 1996, the number of record holders of each Fund was as
follows: Government Money Market Fund - Class A, 30; Government Money Market
Fund - Class B, 0; Government Money Market Fund - Institutional Shares, 2;
Money Market Fund - Class A, 69; Money Market Fund - Class B, 0; Money Market
Fund - Institutional Shares, 2; Tax-Exempt Money Market Fund - Class A, 27;
Tax-Exempt Money Market Fund - Class B, 0; Tax-Exempt Money Market Fund -
Institutional Shares, 2; Convertible Fund, 10; Equity Fund - Class A, 49;
Equity Fund - Institutional Shares, 0; Short/Intermediate Fund - Class A, 23;
Short/Intermediate Fund - Institutional Shares, 0; Intermediate Municipal
Income Fund, 0; Prime Reserve Fund - Class A, 0; Prime Reserve Fund - Class B,
0; Prime Reserve Fund - Institutional Shares, 0; Hemisphere Free Trade Fund -
Class A, 0; Hemisphere Free Trade Fund - Institutional Shares, 0.
Item 27. Indemnification.
Section 2-418 of the General Corporation Law of Maryland authorizes
registrant to indemnify its directors and officers under specified
circumstances. Article IV of the by-laws of Registrant (exhibit 2 to this
amendment, which is incorporated herein by reference) provides in effect that
registrant shall provide certain indemnification of its directors and
officers. In accordance with Section 17(h) of the Investment Company Act,
this provision of the bylaws shall not protect any person against any
liability to the Registrant or its shareholders to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, 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
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 director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities 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 Act
and will be governed by the final adjudication of such issue.
Registrant and its directors, officers and employees are insured, under
a policy of insurance maintained by 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 directors or officers.
The policy expressly excludes coverage for any director 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 director or officer.
Pursuant to Section IV of the Distribution Agreement dated April
13, 1994 (exhibit 6(k) to this amendment which is incorporated herein by
reference), Funds Distributor, Inc., as principal underwriter of the
Registrant, and the Registrant have agreed to indemnify each other and their
respective directors and officers under certain circumstances.
Item 28. Business and Other Connections of Investment Adviser.
(a) Harris Trust & Savings Bank ("Harris Trust"), an indirect, wholly-
owned subsidiary of Bank of Montreal, serves as investment adviser to the
Harris Insight Government Money Market, Money Market, Tax-Exempt Money Market,
Prime Reserve, Convertible, Equity, Short/Intermediate Bond, Hemisphere Free
Trade Fund and Intermediate Municipal Income Funds. Harris Trust'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 Registrant, none of the directors or executive
officers of Harris Trust 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 Trust 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 or director, officer,
employee, partner or trustee. All directors of Harris Trust also serve as
directors of Harris Bankcorp, Inc., the immediate parent of Harris Trust.
Position(s) with Principal Business(es) During
Name Harris Trust the Last Two Fiscal Years
Alan G. McNally Director and Chairman of the Board and Chief
Vice Chairman Executive Officer of Harris Trust &
of the Board Savings Bank and Harris Bankcorp, Inc. Formerly,
Vice Chairman of Personal and Commercial Financial Services of the Bank of
Montreal.
James O. Webb Director President, James O. Webb & Associates, Inc.
Matthew W. Barrett Director Chairman of the Board and Chief Executive
Officer of the Bank of Montreal.
F. Anthony Comper Director President and Chief Operating Officer of the
Bank of Montreal.
Position(s) with Principal Business(es) During
Name Harris Trust the Last Two Fiscal Years
Susan T. Congalton Director Managing Director of Lupine Partners.
Formerly General Counsel and Chief Financial Officer, Finance and Law of
Carson Pierre Scott Company.
Roxanne J. Decyk Director Vice President -- Corporate Planning, Amoco
Chemical Company. Formerly, Senior Vice President of Commercial and
Industrial Sales, Amoco Chemical Corporation.
Wilbur H. Gantz Director President and Chief Executive Officer,
PathoGenesis Corporation.
James J. Glasser Director Chairman, President and Chief Executive Officer
of GATX Corporation.
Daryl F. Grisham Director President and Chief Executive Officer of Parker
House Sausage Company.
Dr. Leo M. Henikoff Director President and Chief Executive Officer of
Rush-Presbyterian - St. Luke's Medical Center.
Dr. Stanley O. Ikenberry Director President of the University of
Illinois.
Charles H. Shaw Director Chairman of the Shaw Company.
Richard E. Terry Director Chairman and Chief Executive Officer of Peoples
Energy Corporation.
William J. Weisz Director Chairman of the Board of Motorola, Inc.
Edward W. Lyman, Jr. Vice Chairman and Senior Executive Vice
President --
Director Corporate and Institutional Financial
Services, Harris Trust & Savings Bank. Formerly, Department
Executive, Corporate Banking, Harris Trust & Savings Bank.
Position(s) with Principal Business(es) During
Name Harris Trust the Last Two Fiscal Years
Maribeth S. Rahe Vice Chairman and Personal & Commercial Services, Harris
Senior Executive Vice Trust & Savings Bank. Formerly,
President Department Executive, Personal Financial Services,
Harris Trust & Savings Bank.
(b) Harris Investment Management, Inc. ("HIM"), an indirect
subsidiary of Bank of Montreal, serves as the Portfolio Management Agent of
the Government Money Market, Money Market, Prime Reserve, Convertible
Securities, Equity, Short/Intermediate Bond and Intermediate Municipal Income
Funds pursuant to Portfolio Management Agreements with Harris Trust. HIM also
serves as investment adviser to the Hemisphere Free Trade Fund. 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.
Position(s) Principal Business(es) During
Name with HIM the Last Two Fiscal Years
Brian J. Steck Director and Chairman of the Board of
Chairman of the Harris Investment Management,
Board Inc. Vice-Chairman of
Investment Banking of Bank of Montreal, President of the
Bank of Montreal Investment Management Limited.
Donald G.M. Coxe Director, President and Chief Investment Officer of
Chairman and Chief Harris Investment Management, Inc.
Strategist Formerly, Chief Strategist of Nesbitt Thomson Inc.
William O. President, Chief Manager of Equities, Harris Investment
Leszinske Investment Officer Management
Position(s) Principal Business(es) During
Name with HIM the Last Two Fiscal Years
Edward W. Lyman, Jr. Director Senior Executive Vice President --
Corporate & Institutional Financial Services, Harris Trust & Savings Bank.
Formerly, Department Executive of Corporate Banking, Harris Trust & Savings
Bank.
Maribeth S. Rahe Director Senior Executive Vice President --Personal &
Commercial Services, Harris Trust & Savings Bank. Prior to January, 1994
Personal Financial Services Department Executive of Harris Trust & Savings
Bank.
Nancy B. Wolcott Director Executive Vice President -- Corporate &
Institutional Trust, Harris Trust & Savings Bank. Formerly, Senior Vice
President, Harris Trust & Savings Bank.
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.
Wayne Thomas Director Senior Vice President -- Personal Investment
Management, Harris Trust & Savings Bank.
Carla Eyre Chief Financial Senior Partner, and Chief
Officer Operating Officer, Harris Investment Management.
Position(s) Principal Business(es) During
Name with HIM the Last Two Fiscal Years
Blanche Hurt Secretary Director of Harris Trust & Savings Bank Trust
and Investment Compliance Office. Formerly, Corporate Fiduciary Officer of
Harris Trust & Savings Bank.
(c) Bancomer Asesora de Fondos, S.A. de C.V. ("Bancomer") is a
wholly owned subsidiary of Casa de Bolsa Bancomer, S.A. de C.V., a Mexican
broker-dealer registered with the Comision Nacional de Valores, the securities
regulatory body of Mexico. Bancomer's business is that of an investment
adviser to banks or thrift institutions, investment companies, pension and
profit sharing plans, trusts, estates, charitable institutions, corporations
or individuals with respect to investments in Latin America. Bancomer serves
as an investment sub-adviser of the Hemisphere Free Trade Fund pursuant to an
Investment Sub-Advisory and Portfolio Management Services Agreement with HIM.
To the knowledge of the Registrant, none of the directors or
executive officers of Bancomer, 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.
Position(s) Principal Business(es) During
Name with Bancomer the Last Two Fiscal Years
Emilio Illanes Director and Director of Mutual Funds Division,
President Grupo Financiero Bancomer.
Formerly, Director General of
the Mexican Broker Dealers
Association.
Enrique Garduno Director Senior Vice President of
International Funds, Casa de
Bolsa Bancomer, S.A. de C.V.
Formerly, Senior Vice President
of Mutual Funds Division,
Bancomer, S.A.
Position(s) Principal Business(es) During
Name with Bancomer the Last Two Fiscal Years
Ruben Marquez Director Vice President of Development and
Analytical Support for Investment
Strategies, Casa de Bolsa Bancomer
S.A. de C.V. Formerly, Senior
Analyst of Economics Division,
Grupo Financiero Bancomer.
Miguel Angel Noriega Director Director General of Casa de
Bolsa Bancomer, S.A. de C.V.
Formerly, Managing Director of
Investment Banking, Bankers Trust
Company.
Mario Osorio Director and Chief Chief Administrative Officer,
Casa
Administrative de Bolsa Bancomer,
Officer S.A. de C.V. Formerly, Senior Vice
President Casa de Bolsa
Bancomer, S.A. de C. V.
(d) Bank of Montreal Investment Counsel Limited ("BOMIC"), a
subsidiary of Bank of Montreal, serves as an investment sub-adviser of the
Hemisphere Free Trade Fund pursuant to an Investment Sub-Advisory and
Portfolio Management Services Agreement with HIM. BOMIC's business is that of
a Canadian corporation, managing $9.2 billion (Canadian) on behalf of
institutional clients.
To the knowledge of the Registrant, none of the directors or
executive officers of BOMIC, 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.
Position(s) Principal Business(es) During
Name with BOMIC the Last Two Fiscal Years
A. Donald Mutch Director and Chairman Senior Vice President, Asset
Management
of the Board Services of the Bank of Montreal and
President of the Bank of
Montreal Investment Management
Limited
Position(s) Principal Business(es) During
Name with BOMIC the Last Two Fiscal Years
Barbara G. Stymiest Director Senior Vice President and Chief Financial
Officer of Nesbitt Thomson Inc.
Brian J. Steck Director Vice President of Investment Banking of
the Bank of Montreal and President
and Chief Executive Officer of
Nesbitt Thomson Inc.
Philip Heitner Director and President of the Bank of
President Montreal Investment Counsel Limited
Aubrey W. Baillie Director President and Chief Operating Officer of
Nesbitt Thomson Inc.
Terry A. Jackson Director Vice Chairman of Nesbitt Thomson Inc.
Item 29. Principal Underwriter.
(a) In addition to HT Insight Funds Inc., Funds Distributor, Inc.
("Funds Distributor") currently acts as distributor for BEA Investment Funds,
Inc., BJB Investment Funds, Foreign Investment Fund, Inc., Fremont Mutual
Funds, Harris Insight Funds Trust, The Munder Funds Trust, The Munder Funds,
Inc., PanAgora Funds, Sierra Trust Funds, St. Clair Money Market Fund, Skyline
Funds and Waterhouse Investors Cash Managers Fund. Funds Distributor 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 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 information required by this Item 29 (b) with respect to
each director, officer, or partner of Funds Distributor is incorporated by
reference to Schedule A of Form BD filed by Funds Distributor with the
Securities and Exchange Commission pursuant to the Securities Act of 1934
(File No. 8-20518).
(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: HT Insight Funds, Inc.,
d/b/a Harris Insight Funds, One Exchange Place, Boston, Massachusetts 02109;
PNC Bank, N.A., Broad and Chestnut Streets, Philadelphia, Pennsylvania 19107;
PFPC Inc., 103 Bellevue Parkway, Wilmington, Delaware 19809; First Data
Investor Services Group, Inc., One Exchange Place, Boston, Massachusetts
02109; or Harris Trust & Savings Bank, 111 West Monroe Street, Chicago,
Illinois 60690.
Item 31. Management Services.
Other than as set forth under the captions "Management," in the
Prospectuses constituting Part A of this Post-Effective Amendment to the
Registration Statement and "Management" in the Statement of Additional
Information constituting Part B of this Registration Statement, Registrant is
not a party to any management-related service contracts.
Item 32. Undertakings.
(a) Registrant undertakes to call a meeting for the purpose of
voting upon the question or removal of a trustee or trustees when requested in
writing to do so by the holders of at least 10% of a Fund's outstanding shares
of beneficial interest and in connection with such meeting to comply with the
provisions of Section 16(c) of the Investment Company Act of 1940, as amended,
relating to shareholder communications.
(b) Registrant undertakes to file a Post-Effective Amendment
relating to each of the Harris Insight Intermediate Municipal Income Fund, the
Harris Insight Prime Reserve Fund and the Harris Insight Hemisphere Free Trade
Fund (the "Funds"), using reasonably current financial statements which need
not be certified, within four to six months from the date each of the Funds
commences investment operations.
(c) The 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. 25 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
20th day of February, 1996.
HARRIS INSIGHT FUNDS TRUST
By: /s/ Patricia L. Bickimer
Patricia L. Bickimer, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 25 to the Registration Statement
has been signed below by the following persons in the capacities and on the
date indicated:
Signature Title Date
/s/ Patricia L. Bickimer President & Chief February 20,
1996
Patricia L. Bickimer Executive Officer
/s/ C. Gary Gerst Trustee & Chairman February 20,
1996
C. Gary Gerst of the Board
/s/ Edgar R. Fiedler Trustee February 20,
1996
Edgar R. Fiedler
/s/ John W. McCarter,Jr. Trustee February 20,
1996
John W. McCarter, Jr.
/s/ Ernest M. Roth Trustee February 20,
1996
Ernest M. Roth
/s/ Richard H. Rose Treasurer (Principal
February 20, 1996
Richard H. Rose Financial Officer)
EXHIBIT INDEX
Exhibit Number Description
Exhibit 11 Consent of Price Waterhouse LLP
bankgrp\harris\partc\exhib296.doc
29
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectuses and
Statements of Additional Information constituting parts of this Post-Effective
Amendment No. 25 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated January 31, 1996, relating to the financial
statements and financial highlights appearing in December 31, 1995 Annual
Report to Shareholders of the Harris Insight Funds, which is also incorporated
by reference in such Statements of Additional Information. We also consent to
the reference to us under the headings "Independent Accountants", "Expert" and
"Financial Statements" in such Statements of Additional Information and to the
reference to us under the heading "Financial Highlights" in such Prospectuses.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Thirty South Seventeenth Street
Philadelphia, PA 19103
February 20, 1996
