-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IehULYp1gNcv4VPalvjXKyRyifQaFAs7mv91qjke4T7RBngwRWy5jbilS5UOm49B xLis1ADD6qwqFByBlTsK2Q== 0000903893-97-000406.txt : 19970303 0000903893-97-000406.hdr.sgml : 19970303 ACCESSION NUMBER: 0000903893-97-000406 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 44 FILED AS OF DATE: 19970228 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARRIS INSIGHT FUNDS TRUST CENTRAL INDEX KEY: 0001003859 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-64915 FILM NUMBER: 97547886 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-07447 FILM NUMBER: 97547887 BUSINESS ADDRESS: STREET 1: ONE EXCHANGE PLACE, 53 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6172483570 MAIL ADDRESS: STREET 1: ONE EXCHANGE PLACE, 53 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 485APOS 1 FORM N-1A As filed electronically with the Securities and Exchange Commission on February 28, 1997 Securities Act File No. 33-64915 Investment Company Act File No. 811-7447 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- Form N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 3 --- REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 6 --- HARRIS INSIGHT FUNDS TRUST -------------------------- (Exact Name of Registrant as Specified in Charter) 60 State Street, Suite 1300, Boston, MA 02109 --------------------------------------------- (Address of Principal Executive Offices including Zip Code) --------------- Registrant's Telephone Number, including Area Code: (617) 557-0700 Name and Address of Agent for Service: Copies to: John E. Pelletier, Esq. Cameron S. Avery, Esq. Harris Insight Funds Trust Bell, Boyd & Lloyd 60 State Street Three First National Plaza Suite 1300 70 West Madison Street Boston, MA 02109 Chicago, IL 60602-4207 --------------- It is proposed that this filing will become effective: ___ immediately upon filing pursuant to paragraph (b) ___ on _______________ pursuant to paragraph (b) ___ 60 days after filing pursuant to paragraph (a) ___ 75 days after filing pursuant to paragraph (a) X on May 1, 1997 pursuant to paragraph (a) of Rule 485 --- If appropriate, check the following box: ____ this post-effective amendment designates a new effective date for a previously filed post-effective amendment. The Registrant has filed a declaration registering an indefinite amount of securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended. The Registrant filed the notice required by Rule 24f-2 for its most recent fiscal year on February 25, 1997. CROSS REFERENCE SHEET Pursuant to Rule 495(b) under the Securities Act of 1933 (Prospectuses offering Class A and Institutional Shares of Harris Insight Funds Trust) Part A ------
N-1A Item No. Location - ------------- -------- Item 1. Cover Page Cover Page Item 2. Synopsis Expense Information; Financial Highlights Item 3. Condensed Financial Information General Information - How Performance is Reported Item 4. General Description of Registrant Cover Page; Investment Objectives and Policies; Additional Investment Information; Fund Summary; General Information - More Information About the Trust and the Company Item 5. Management of the Fund Management Item 5A. Management: Discussion of Fund Performance Not Applicable Item 6. Capital Stock and Other Securities Cover Page; How Distributions Are Made; Tax Information; Shareholder Services and Policies; General Information - More Information About the Trust and the Company Item 7. Purchase of Securities Being Offered Management; General Information - How Share Value is Determined; How to Buy Shares; How to Sell Shares; Shareholder Services and Policies Item 8. Redemption or Repurchase How to Buy Shares; How to Sell Shares; Shareholder Services and Policies Item 9. Pending Legal Proceedings Not Applicable
(SAI offering Class A and Institutional Shares of Harris Insight Funds Trust) Part B ------
N-1A Item No. Location - ------------- -------- Item 10. Cover Page Cover Page Item 11. Table of Contents Table of Contents Item 12. General Information and History Not Applicable Item 13. Investment Objectives and Policies Investment Strategies; Investment Restrictions; Portfolio Transactions Item 14. Management of the Fund Management Item 15. Control Persons and Principal Holders of Management Securities Item 16. Investment Advisory and Other Services Management; Service Plans; Custodian; Independent Accountants Item 17. Brokerage Allocation and Other Practices Portfolio Transactions Item 18. Capital Stock and Other Securities Capital Stock and Beneficial Interest Item 19. Purchase, Redemption and Pricing of Determination of Net Asset Value 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. Financial Statements Not Applicable
PART A ------ The Prospectuses offering Class A and Institutional Shares of Harris Insight Equity Income Fund, Growth Fund, Small-Cap Opportunity Fund, Index Fund, International Fund, Balanced Fund, Convertible Securities Fund, Bond Fund, Intermediate Government Bond Fund, Intermediate Tax-Exempt Bond Fund, Tax-Exempt Bond Fund and Small-Cap Value Fund as contained in Part A of the 485(a) filing of HT Insight Funds, Inc. (File No. 33-17957) filed on February 27, 1997, (accession number 0000903893-97-000392) are incorporated herein by reference. PART B ------ The Statement of Additional Information offering Class A and Institutional Shares of Harris Insight Equity Income Fund, Growth Fund, Small-Cap Opportunity Fund, Index Fund, International Fund, Balanced Fund, Convertible Securities Fund, Bond Fund, Intermediate Government Bond Fund, Intermediate Tax-Exempt Bond Fund, Tax-Exempt Bond Fund and Small-Cap Value Fund as contained in Part B of the 485(a) filing of HT Insight Funds, Inc.(File No. 33-17957) filed on February 27, 1997, (accession number 0000903893-97-000392) are incorporated herein by reference. PART C OTHER INFORMATION Item 24. Financial Statements and Exhibits. - -------- ---------------------------------- (a) Included in Part A of this Registration Statement: Not applicable to this filing Included in Part B of this Registration Statement: Not applicable to this filing. Financial statements are to be filed by subsequent post-effective amendment prior to the effective date of this Post-Effective Amendment No. 3. (b) Exhibits -------- Note: As used herein the term "Registration Statement" refers to the Registration Statement of Registrant under the Securities Act of 1933 on Form N-1A, No. 33-64915. All references to a Post-Effective Amendment ("PEA") or Pre-Effective Amendment ("PreEA") are to Post-Effective Amendments and Pre-Effective Amendments to the Registration Statement. (1) (a) Declaration of Trust dated December 6, 1995 (incorporated by reference to Exhibit No. 1 to the Registration Statement filed on December 12, 1995). (b) Amendment to Declaration of Trust dated November 4, 1996 (filed herewith). (2) (a) By-Laws (incorporated by reference to Exhibit No. 2 to the Registration Statement filed on December 12, 1995). (b) Amendment to By-Laws dated October 31, 1995 (filed herewith). (c) Amendment to By-Laws dated January 23, 1996 (filed herewith). (d) Amendment to By-Laws dated November 4, 1996 (filed herewith). (3) Not applicable. (4) Not applicable. (5) (a)(i) Advisory Contract dated February 23, 1996 between Registrant and Harris Trust and Savings Bank ("Harris Trust") (filed herewith). (a)(ii) Form of Notice to the Adviser dated January 21, 1997 on behalf of Harris Insight Small-Cap Value Fund (filed herewith). (b)(i) Portfolio Management Contract dated February 23, 1996 between Harris Trust and Harris Investment Management, Inc. ("HIM") (filed herewith). (b)(ii) Form of Notice to the Portfolio Management Agent dated January 21, 1997 on behalf of Harris Insight Small-Cap Value Fund (filed herewith). (6) (a) Distribution Agreement dated February 23, 1996 between the Registrant and Funds Distributor, Inc. ("FDI") (filed herewith). (b) Notice to the Distributor dated January 21, 1997 on behalf of Harris Insight Small-Cap Value Fund (filed herewith). (7) Not applicable. (8) (a) Custodian Agreement dated February 23, 1996 between Registrant and PNC Bank, N.A. (filed herewith). (b) Notice to the Custodian dated January 21, 1997 on behalf of Harris Insight Small-Cap Value Fund (filed herewith). (9) (a)(i) Transfer Agency Services Agreement dated July 1, 1996 between Registrant and Harris Trust (filed herewith). (a)(ii) Form of Notice to the Transfer Agent dated January 21, 1997 on behalf of Harris Insight Small-Cap Value Fund (filed herewith). (b)(i) Sub-Transfer Agency Services Agreement dated July 1, 1996 between Harris Trust and PFPC Inc. (filed herewith). (b)(ii) Notice to the Sub-Transfer Agent dated January 21, 1997 on behalf of Harris Insight Small-Cap Value Fund (filed herewith). (c)(i) Administration Agreement dated July 1, 1996 between Registrant and Harris Trust (filed herewith). (c)(ii) Form of Notice to the Administrator dated January 21, 1997 on behalf of Harris Insight Small-Cap Value Fund (filed herewith). (d)(i) Sub-Administration and Accounting Services Agreement dated July 1, 1996 between Harris Trust and PFPC Inc. (filed herewith). (d)(ii) Notice to the Sub-Administrator and Accounting Services Agent dated January 21, 1997 on behalf of Harris Insight Small-Cap Value Fund (filed herewith). (e)(i) Sub-Administration Agreement dated July 1, 1996 between Harris Trust and FDI (filed herewith). (e)(ii) Notice to the Sub-Administrator dated January 21, 1997 on behalf of Harris Insight Small-Cap Value Fund (filed herewith). (10) Not applicable. (11) Not applicable. (12) Not applicable. (13) Form of Purchase Agreement relating to Initial Capital (filed herewith). (14) Not applicable. (15) (a) Service Plan relating to Class A Shares (filed herewith). (b) Form of Selling Agreement relating to Class A Shares (filed herewith). (16) Certain schedules for computation of performance quotations with respect to Class A Shares and Institutional Shares (to be filed by amendment). (17) Financial Data Schedules (filed herewith). (18) Multi-Class Plan (filed herewith). Other Powers of Attorney for C. Gary Gerst, Edgar R. Fielder, John W. Exhibits: McCarter, Jr. and Ernest M. Roth dated November 4, 1996 (filed herewith). Item 25. Persons Controlled by or under Common Control with Registrant. - -------- -------------------------------------------------------------- Not applicable. Item 26. Number of Holders of Securities. - -------- -------------------------------- As of February 11, 1997, the number of record holders of each class of securities of the Registrant was as follows:
Title of Series Number of Record Holders - --------------- ------------------------ Class A Shares Institutional Shares -------------- -------------------- Bond Fund 11 7 Intermediate Tax-Exempt Bond Fund 3 6 Tax-Exempt Bond Fund 5 6 Equity Income Fund 22 6 Growth Fund 61 7 Small-Cap Opportunity Fund 67 11 Index Fund 48 6 International Fund 54 6 Convertible Securities Fund 0 0 Balanced Fund 0 0 Intermediate Government Bond Fund 0 0 Small-Cap Value Fund 0 0
Item 27. Indemnification. - -------- ---------------- Under Section 4.3 of the Registrant's Declaration of Trust, any past or present Trustee or officer of the Registrant (including persons who serve at the Registrant's request as directors, officers or trustees of another organization in which the Registrant has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a "Covered Person") shall be indemnified to the fullest extent permitted by law against all liability and all expenses reasonably incurred by him or her in connection with any claim, action, suit or proceeding to which he or she may be a party or otherwise involved by reason of his or her being or having been a Covered Person. That provision does not authorize indemnification when it is determined, in the manner specified in the Declaration of Trust, that such Covered Person has not acted in good faith in the reasonable belief that his or her actions were in or not opposed to the best interests of the Registrant. Moreover, that provision does not authorize indemnification when it is determined, in the manner specified in the Declaration of Trust, that such covered person would otherwise be liable to the Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties. Expenses may be paid by the Registrant in advance of the final disposition of any claim, action, suit or proceeding upon receipt of an undertaking by such Covered Person to repay such expenses to the Registrant in the event that it is ultimately determined that indemnification of such expenses is not authorized under the Declaration of Trust and the Covered Person either provides security for such undertaking or insures the Registrant against losses from such advances or the disinterested Trustees or independent legal counsel determines, in the manner specified in the Declaration of Trust, that there is reason to believe the Covered Person will be found to be entitled to indemnification. This description is modified in its entirety by the provision of Section 4.3 of the Registrant's Declaration of Trust contained in the Registration Statement filed on December 12, 1995 as Exhibit No. 1 and incorporated herein by reference. The Distribution Agreement, the Custodian Agreement, the Transfer Agency Services Agreement and the Administration Agreement (the "Agreements") (Exhibit 6(a), Exhibit 8(a), Exhibit 9(a)(i) and Exhibit 9(c)(i), respectively, to this Registration Statement) provide for indemnification. The general effect of these provisions is to indemnify entities contracting with the Trust against liability and expenses in certain circumstances. This description is modified in its entirety by the provisions of the Agreements as contained in this Registration Statement and incorporated herein by reference. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to Trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Trustee, officer or controlling person of the Registrant in connection with the successful defense of any claim, action, suit or proceeding) is asserted against the Registrant by such Trustee, officer or controlling person in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. Registrant and its Trustees, officers and employees are insured, under a policy of insurance maintained by the Registrant, within the limits and subject to the limitations of the policy, against certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities that might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been such Trustees or officers. The policy expressly excludes coverage for any Trustee or officer for any claim arising out of any fraudulent act or omission, any dishonest act or omission or any criminal act or omission of the Trustee or officer. Item 28. Business and Other Connections of Investment Adviser. - -------- ----------------------------------------------------- (a) Harris Trust and Savings Bank ("Harris Bank"), an indirect, wholly-owned subsidiary of the Bank of Montreal, serves as investment adviser to the Harris Insight Equity Income Fund, Growth Fund, Small-Cap Opportunity Fund, Index Fund, International Fund, Balanced Fund, Convertible Securities Fund, Bond Fund, Intermediate Government Bond Fund, Intermediate Tax-Exempt Bond Fund, Tax-Exempt Bond Fund and Small-Cap Value Fund. Harris Bank's business is that of an Illinois state-chartered bank with respect to which it conducts a variety of commercial banking and trust activities. To the knowledge of the Registrant, none of the directors or executive officers of Harris Bank except those set forth below, is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature. Set forth below are the names and principal businesses of the directors and executive officers of Harris Bank who are or during the past two fiscal years have been engaged in any other business, profession, vocation or employment of a substantial nature for their own account or in the capacity of director, officer, employee, partner or trustee. All directors of Harris Bank also serve as directors of Harris Bankcorp, Inc., the immediate parent of Harris Bank.
Position(s) with Harris Trust and Principal Business(es) During Name Savings Bank the Last Two Fiscal Years - ------------------------------------ ----------------------------------- ----------------------------------- Alan G. McNally Chairman and Chief Executive Chairman of the Board and Chief Officer Executive Officer of Harris Trust and Savings Bank and Harris Bankcorp, Inc. Formerly, Vice Chairman of Personal and Commercial Financial Services of Bank of Montreal. 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. 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 Retired 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. Position(s) with Harris Trust and Principal Business(es) During Name Savings Bank the Last Two Fiscal Years - ------------------------------------ ----------------------------------- ----------------------------------- Edward W. Lyman, Jr. Director Vice Chairman and Senior Executive Vice President - Corporate and Institutional Financial Services, Harris Trust and Savings Bank. Formerly, Department Executive, Corporate Banking, Harris Trust and Savings Bank. Charles H. Shaw Director Chairman of the Shaw Company. Richard E. Terry Director Chairman and Chief Executive Officer of Peoples Energy Corporation James O. Webb Director President, James O. Webb and Associates Inc. William J. Weisz Director Chairman of the Board of Motorola, Inc Maribeth S. Rahe Director Vice Chairman and Senior Executive Vice President - Personal and Commercial Services, Harris Trust and Savings Bank. Formerly, Department Executive, Personal Financial Services, Harris Trust and Savings Bank.
(b) Harris Investment Management, Inc. ("HIM"), an indirect subsidiary of the Bank of Montreal, serves as the Portfolio Management Agent of the Harris Insight Equity Income Fund, Growth Fund, Small-Cap Opportunity Fund, Index Fund, International Fund, Balanced Fund, Convertible Securities Fund, Bond Fund, Intermediate Government Bond Fund, Intermediate Tax-Exempt Bond Fund, Tax-Exempt Bond Fund and Small-Cap Value Fund pursuant to Portfolio Management Agreements with Harris Bank. HIM's business is that of a Delaware corporation registered as an investment adviser under the Investment Advisers Act of 1940. To the knowledge of the Registrant, none of the directors or executive officers of HIM, except those set forth below, is or has been at anytime during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature with respect to publicly traded companies for their own account or in the capacity of director, officer, employees, partner or trustee.
Principal Business(es) During the Name Position(s) with HIM Last Two Fiscal Years - ------------------------------------ ----------------------------------- ----------------------------------- Brian J. Steck Director and Chairman of the Board Chairman of the Board of Harris Investment Management, Inc. Vice-Chairman of Investment Banking of Bank of Montreal, President of the Bank of Montreal Investment Management Limited. Principal Business(es) During the Name Position(s) with HIM Last Two Fiscal Years - ------------------------------------ ----------------------------------- ----------------------------------- Donald G.M. Coxe Director, President and Chief President and Chief Investment Investment Officer Officer of Harris Investment Management, Inc. Formerly, Chief Strategist of Nesbitt Thomson, Inc. Terry A. Jackson Director Executive Vice President, Bank of Montreal Asset Management Services, President of the Trust Company of the Bank of Montreal and President of the Bank of Montreal Investment Management. Vice President of Nesbitt Thompson, Inc. Formerly, Executive Vice President - Retail and Institutional Sales, Bank of Montreal William O. Leszinske President, Chief Investment Manager of Equities, Harris Officer Investment Management, Inc. Edward W. Lyman, Jr. Director Senior Executive Vice President- Corporate and Institutional Financial Services, Harris Trust and Savings Bank. Formerly, Department Executive of Corporate Banking, Harris Trust and Savings Bank. Maribeth S. Rahe Director Senior Executive Vice President -Personal and Commercial Services, Harris Trust and Savings Bank. Prior to January, 1994, Personal Financial Services Department Executive of Harris Trust and Savings Bank. Wayne Thomas Director Senior Vice President - Personal Investment Management, Harris Trust and Savings Bank. Nancy B. Wolcott Director Executive Vice President - Corporate and Institutional Trust, Harris Trust and Savings Bank. Formerly, Senior Vice President, Harris Trust and Savings Bank. Principal Business(es) During the Name Position(s) with HIM Last Two Fiscal Years - ------------------------------------ ----------------------------------- ----------------------------------- Carla Eyre Chief Financial and Chief Senior Partner, Harris Investment Operating Officer Management, Inc. Blanche Hurt Secretary Director of Harris Trust and Savings Bank Trust and Investment Compliance Office. Formerly, Corporate Fiduciary Officer of Harris Trust and Savings Bank.
Item 29. Principal Underwriter. - -------- ---------------------- (a) In addition to the Harris Insight Funds Trust, Funds Distributor, Inc. currently acts as distributor for BJB Investment Funds, Burridge Funds, Foreign Fund, Inc., Fremont Mutual Funds, Inc., HT Insight Funds, Inc. d/b/a Harris Insight Funds, The JPM Advisor Funds, The JPM Institutional Funds, The JPM Pierpont Funds, The JPM Series Trust, LKCM Fund, Monetta Fund, Inc., Monetta Trust, The Munder Framlington Funds Trust, The Munder Funds Trust, The Munder Funds, Inc., The PanAgora Institutional Funds, RCM Capital Funds, Inc., RCM Equity Funds, Inc., St. Clair Money Market Fund, The Skyline Funds and Waterhouse Investors Cash Management Fund, Inc. Funds Distributor, Inc. is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the National Association of Securities Dealers. Funds Distributor, Inc. is an indirect wholly-owned subsidiary of Boston Institutional Group, Inc., a holding company all of whose outstanding shares are owned by key employees. (b) The information required by this Item 29(b) with respect to each director, officer, or partner of Funds Distributor, Inc. is incorporated by reference to Schedule A of Form BD filed by Funds Distributor, Inc. 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: Harris Insight Funds Trust, 60 State Street, Suite 1300, Boston, Massachusetts 02109; PNC Bank, N.A., Broad and Chestnut Streets, Philadelphia, Pennsylvania 19107; PFPC Inc., 103 Bellevue Parkway, Wilmington, Delaware 19809; or Harris Trust and Savings Bank, 111 West Monroe Street, Chicago, Illinois 60603. Item 31. Management Services. - -------- -------------------- Other than as set forth under the captions "Management" in the Prospectuses constituting Part A of this Registration Statement and "Management" in the Statement of Additional Information constituting Part B of this Registration Statement, the Registrant is not a party to any management-related service contracts. Item 32. Undertakings. - -------- ------------- (a) Not applicable. (b) Registrant undertakes to file a Post-Effective Amendment relating to each of the Harris Insight Balanced Fund, the Harris Insight Convertible Securities Fund, the Harris Insight Intermediate Government Bond Fund and the Harris Insight Small-Cap Value Fund Fund, using reasonably current financial statements which need not be certified, within four to six months from the date each Fund commences investment operations. (c) Registrant will furnish each person to whom a Prospectus is delivered with a copy of the Registrant's latest annual report to shareholders, upon request and without charge. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 3 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 25th day of February, 1997. Harris Insight Funds Trust By: /s/ Richard W. Ingram ---------------------- Richard W. Ingram, President Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
Signature Title Date - ------------------------- --------------------------- ---- /s/ Richard W. Ingram President, Treasurer and February 25, 1997 - ------------------------- Chief Financial Officer Richard W. Ingram C. Gary Gerst* Chairman of the February 25, 1997 Board of Trustees; Trustee Edgar R. Fiedler* Trustee February 25, 1997 John W. McCarter, Jr.* Trustee February 25, 1997 Ernest M. Roth* Trustee February 25, 1997
* By: /s/ Christopher J. Kelley ----------------------------- Christopher J. Kelley Attorney-in-Fact pursuant to powers of attorney dated November 4, 1996 (filed herewith). EXHIBIT INDEX
------------- Exhibit - ------- Number Description - ------ ----------- 1(b) Amendment to the Declaration of Trust dated November 4, 1996 2(b) Amendment to the By-Laws dated October 31, 1995 2(c) Amendment to the By-Laws dated January 23, 1996 2(d) Amendment to the By-Laws dated November 4, 1996 5(a)(i) Advisory Contract dated February 23, 1996 5(a)(ii) Form of Notice to the Adviser dated January 21, 1997 5(b)(i) Portfolio Management Contract dated February 23, 1996 5(b)(ii) Form of Notice to the Portfolio Management Agent dated January 21, 1997 6(a) Distribution Agreement dated February 23, 1996 6(b) Notice to the Distributor dated January 21, 1997 8(a) Custodian Agreement dated February 23, 1996 8(b) Notice to the Custodian dated January 21, 1997 9(a)(i) Transfer Agency Services Agreement dated July 1, 1996 9(a)(ii) Form of Notice to the Transfer Agent dated January 21, 1997 9(b)(i) Sub-Transfer Agency Services Agreement dated July 1, 1996 9(b)(ii) Notice to the Sub-Transfer Agent dated January 21, 1997 9(c)(i) Administration Agreement dated July 1, 1996 9(c)(ii) Form of Notice to the Administrator dated January 21, 1997 9(d)(i) Sub-Administration and Accounting Services Agreement dated July 1, 1996 9(d)(ii) Notice to the Sub-Administrator and Accounting Services Agent dated January 21, 1997 9(e)(i) Sub-Administration Agreement dated July 1, 1996 9(e)(ii) Notice to the Sub-Administrator dated January 21, 1997 13 Form of Purchase Agreement 15(a) Service Plan Relating to Class A Shares 15(b) Form of Selling Agreement 17 Financial Data Schedules 18 Multi-Class Plan
Other Exhibits Power of Attorney for C. Gary Gerst Power of Attorney for Edgar R. Fiedler Power of Attorney for John W. McCarter, Jr. Power of Attorney for Ernest M. Roth EX-99.1.B 2 AMENDMENT TO DECLARATION OF TRUST EXHIBIT 1(B) HARRIS INSIGHT FUNDS TRUST AMENDMENT DATED NOVEMBER 4, 1996 TO THE DECLARATION OF TRUST Article V, Section 5.11 of the Declaration of Trust is amended to read: Section 5.11. Series and Class Designation. The Trustees, in their discretion, may authorize the division of Shares into two or more Series or Classes thereof, and the different Series and Class shall be established and designated, and the variations in the relative rights and preferences as between the different Series and Classes shall be fixed and determined, by the Trustees; provided that all Shares shall be identical except that there may be variations so fixed and determined between different Series or Classes as to investment objective, policies and restrictions, purchase price, payment obligations, distribution expenses, right of redemption, special and relative rights as to dividends and on liquidation, conversion rights, exchange rights an conditions under which the several Series or Classes shall have separate voting rights, all of which are subject to the limitations set forth below. All references to Shares in this Declaration shall be deemed to be Shares of any or all Series or Classes as the context may require. Without limiting the authority of the Trustees to establish and designate any further Series or Classes of Shares, the Trustees hereby establish and designate twelve Series, each with two Classes of Shares, Class A Shares and Institutional Shares: 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, Harris Insight Tax-Exempt Bond Fund and Harris Insight Small-Cap Value Fund. The Shares of such Series and any Shares of any further Series or Classes of Shares that may from time to time be established and designated by the Trustees shall (unless the Trustees otherwise determine with respect to some further Series or Class at the time of establishing and designating the same) be subject to the following provisions: (a) The number of authorized Shares and the number of Shares of each Series or Class thereof that may be issued shall be unlimited. The Trustees may classify or 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 and designated from time to time. The Trustees may hold as treasury shares (of the same or some other Series or Class), reissue for such consideration and on such terms as they may determine, or cancel any Shares of any Series or Class reacquired by the Trust at their discretion from time to time. (b) All consideration received by the Trust for the issue or sale of Shares of a particular Series or Class thereof, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits and proceeds thereof, including any proceeds derived form the sale, exchange or liquidation of such assets and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that Series for all purposes, subject only to the rights of creditors of such Series and except as may otherwise be required by applicable tax laws, and shall be so recorded upon the books of account of the Trust. In the event that there are any assets, income, earnings, profits, and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular Series, the Trustees shall allocate them among any one or more of the Series established and designated from time to time in such a manner and on such basis as they, in their sole discretion, deem fair and equitable. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series and Classes for all purposes. No holder of Shares of any Series shall have any claim on or right to any assets allocated or belonging to any other Series. (c) The assets belonging to each particular Series shall be charged with the liabilities of the Trust in respect of that Series or the appropriate Class or Classes therof and all expenses, costs, charges, and reserves attributable to that Series or Class or Classes therof, and any general liabilities, expenses costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Series or Class shall be allocated and charged by the Trustees to and among any one or more of the Series or Classes established and designated from time to time in such manner and on such basis as the Trustees in their sole discretion deem fair and equitable. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the Shareholders of all Series and Classes for all purposes. The Trustees shall have full discretion, to the extent not inconsistent with the 1940 Act, to determine which items are capital; and each such determination and allocations shall be conclusive and binding upon the Shareholders. The assets of a particular Series of the Trust shall, under no circumstances, be charged with liabilities attributable to any other Series or Class or Classes thereof of the Trust. All persons extending credit to, or contracting with or having any claim against a particular Series or Class thereof of the Trust shall look only to the assets of that particular Series for payment of such credit, contract or claim. (d) The power of the Trustees to pay dividends and make distributions shall be governed by Section 7.2 of this Declaration with respect to any Series or Class which represents the interests in the assets of the Trust immediately prior to the establishment of two or more Series or Classes. With respect to any other Series or Class, dividends and distributions on Shares of a particular Series or Class may be paid with such frequency as the Trustees may determine, which may be daily or otherwise, pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the holders of Shares of that Series or Class, from such of the income and capital gains, accrued or realized, from the assets belonging to that Series, as the Trustees may determine after providing for actual and accrued liabilities belonging to that Series or Class. All dividends and distributions on Shares of a particular Series or Class shall be distributed pro rata to the Shareholders of that Series or Class in proportion to the number of Shares of that Series or Class held by such Shareholders at the time of record established for the payment of such dividends or distribution. (e) Each Share of a Series of the Trust shall represent a beneficial interest in the net assets of such Series. Each holder of Shares of a Series or Class thereof shall be entitled to receive his pro rata share of distributions of income and capital gains made with respect to such Series or Class thereof. Upon redemption of his Shares or indemnification for liabilities incurred by reason of his being or having been a Shareholder of a Series or Class thereof, such Shareholder shall be paid solely out of the funds and property of such Series of the Trust. Upon liquidation or termination of a Series or Class thereof of the Trust, Shareholders of such Series or Class thereof shall be entitled to receive a pro rata share of the net assets of such Series. A Shareholder of a particular Series of the Trust shall not be entitled to participate in a derivative or class action on behalf of any other Series or the Shareholders of any other Series of the Trust. (f) Subject to compliance with the requirements of the 1940 Act, the Trustees shall have the authority to provide that the holders of Shares of any Series or Class shall have the right to convert or exchange said Shares into Shares of one or more Series or Classes of Shares in accordance with such requirements and procedures as may be established by the Trustees. The establishment and designation of any additional Series or Classes of Shares shall be effective upon the execution by a majority of the then Trustees of an instrument setting forth such establishment and designation and the relative rights and preferences of such Series or Classes, or as otherwise provided in such instrument. At any time that there are no Shares outstanding of any particular Series or Class previously established and designated, the Trustees may by an instrument executed by a majority of their number abolish the Series or Class and the establishment and designation thereof. Each instrument referred to in this section shall have the status of an amendment to this Declaration. /s/ Richard W. Ingram -------------------------- Richard W. Ingram President Date: November 4, 1996 EX-99.2.B 3 AMENDMENT TO BY-LAWS EXHIBIT 2(B) Amendment dated October 31, 1995 Article VI, Sections 4 and 5 be amended to read: Section 4. Powers and Duties of the Chairman. The Trustees may, but need not, appoint from among their number a Chairman. When present he shall preside at the meetings of the Shareholders and of the Trustees. He may call meetings of the Trustees and of any Committee thereof whenever he deems it necessary. He shall have the power to employ attorneys and counsel for the Trust or any Series thereof and to employ such subordinate officers, agents, clerks and employees as he may find necessary to transact the business of the Trust or any Series thereof. He shall also have the power to grant, issue, execute or sign such powers of attorney, proxies or other documents as may be deemed advisable or necessary in furtherance of the interests of the Trust or any Series thereof. Section 5. Powers and Duties of the President. In the absence of the Chairman, the President may call meetings of the Trustees and of any Committee thereof when he deems it necessary and shall preside at all meetings of the Shareholders. The President shall be the Chief Executive Officer of the Trust and shall exercise general supervision and direction over the affairs of the Trust. Subject to the control of the Trustees and to the control of any Committees of the Trustees, within their resprective spheres, as provided by the Trustees, the President shall have such powers and duties, as from time to time may be conferred upon or assigned to him by the Trustees. EX-99.2.C 4 AMENDMENT TO BY-LAWS EXHIBIT 2(C) Amendment dated January 23, 1996 Article IV, Section 3, of the Trust's By-Laws be amended to read: Section 3. Retirement of Trustees. Any Trustee shall retire as Trustee of the end of the calendar year in which the Trustee attains the age of 72 years. EX-99.2.D 5 AMENDMENT TO BY-LAWS EXHIBIT 2(D) Amendment dated November 4, 1996 Article II, Section 1, of the Trust's By-Laws be amended to read: Section 1. Principal Office. Until changed by the Trustees, the principal office of the Trust shall be 60 State Street, Suite 1300, Boston, MA 02109. EX-99.5.A.I 6 INVESTMENT ADVISORY CONTRACT EXHIBIT 5(A)(I) INVESTMENT ADVISORY CONTRACT Harris Insight Funds (the "Trust"), a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end diversified management investment company, and Harris Trust and Savings Bank, an Illinois bank (the "Adviser"), agree as follows: 1. APPOINTMENT OF ADVISER. The Trust appoints the Adviser to furnish investment advisory and other services to the Trust for its Equity Income Fund, Growth Fund, Index Fund, Small-Cap Opportunity Fund, International Fund, Balanced Fund, Convertible Securities Fund, Bond Fund, Intermediate Government Bond Fund, Tax-Exempt Bond Fund and Intermediate Tax-Exempt Bond Fund (the "Funds"), and the Adviser accepts that appointment, for the period and on the terms set forth below. In the event that the Trust establishes one or more portfolios other than the Funds named above with respect to which it desires to retain the Adviser to act as investment adviser hereunder, it shall notify the Adviser in writing. If the Adviser is willing to render such services under this Agreement, it shall notify the Trust in writing whereupon such portfolio shall become a Fund hereunder and shall be subject to the provisions of this Agreement to the same extent as the Funds named above except to the extent that said provisions (including those relating to the compensation payable by the Fund to the Adviser) are modified with respect to such Fund in writing by the Trust and the Adviser at the time. 2. SERVICES OF ADVISER. (a) INVESTMENT MANAGEMENT. Subject to the overall supervision and control of the Board of Trustees of the Trust (the "Board of Trustees"), the Adviser shall have supervisory responsibility for the general management and investment of the Funds' assets, giving due consideration to the investment policies and restrictions, portfolio transaction policies and the other statements concerning the Funds in the Trust's Declaration of Trust, by-laws and registration statements under the 1940 Act and the Securities Act of 1933, as amended (the "1933 Act"), to the provisions of the 1933 Act and the 1940 Act and rules and regulations thereunder, to the provisions of the Internal Revenue Code applicable to the Funds as regulated investment companies and to other applicable law (the "Investment Policies and Restrictions"). It is understood that the Adviser intends to enter into a portfolio management contract (a "Subadvisory Contract") with Harris Investment Management, Inc. (the "Subadviser"). The Subadviser or any successor to a Subadviser shall have the responsibilities and duties set forth in Section 3 below and in its respective Subadvisory Contract. As long as the Subadvisory Contract is in effect, the services provided by the Adviser will be limited to the supervision and oversight of the Subadviser's performance under the Subadvisory Contract. (b) MONITORING SUBADVISER. The Adviser shall monitor and evaluate the investment performance of the Subadviser; and shall monitor the investment activities of the Subadviser to ensure compliance with the Investment Policies and Restrictions. (c) REPORTS AND INFORMATION. The Adviser shall furnish to the Board of Trustees periodic reports on the investment strategy and performance of the Funds and such additional reports and information as the Board of Trustees or the officers of the Trust may reasonably request. (d) CUSTOMERS OF FINANCIAL INSTITUTIONS. It is understood that the Adviser may, but shall not be obligated to, provide, either directly or through agents, administrative and other services with respect to shareholders who are customers of the Adviser or its affiliates, including establishing shareholder accounts, assisting the Trust's transfer agent with respect to recording purchase and redemption transactions, advising shareholders about the status of their accounts, current yield and dividends declared and such related services as the shareholders or the Funds may request. It is further understood that the Adviser may, but shall not be obligated to, make payments from its own resources to other financial institutions that provide similar services to shareholders of the Funds that are customers of such institutions. Notwithstanding the foregoing, the Adviser shall not provide any distribution services to the Trust that the Adviser is legally precluded from providing under the Glass-Steagall Act or other applicable law. (e) UNDERTAKINGS OF ADVISER. The Adviser further agrees that it will: (i) Comply with the 1940 Act and with all applicable rules and regulations of the Securities and Exchange Commission, the provisions of the Internal Revenue Code relating to regulated investment companies, applicable banking laws and regulations, and policy decisions and procedures adopted by the Board of Trustees from time to time; (ii) Select broker-dealers in accordance with guidelines established by the Board of Trustees from time to time and in accordance with applicable law (consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable, the Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Adviser with research advice and other services); (iii) Maintain books and records with respect to the securities transactions of the Funds; and (iv) Treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust or to prior, present or potential shareholders, and will not use such records or information for any purpose other than in the performance of its responsibilities and duties hereunder, except (A) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld, (B) when so requested by the Trust, (C) as required by tax authorities or (D) pursuant to a judicial request, requirement or order, provided that the Adviser takes reasonable steps to provide the Trust with prior notice in order to allow the Trust to contest such request, requirement or order. (f) BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser agrees that all records that it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any of such records upon the Trust's request. The Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. (g) INDEPENDENT CONTRACTOR. The Adviser shall for all purposes herein be deemed to be an independent contractor and not an agent of the Trust and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way. 3. SERVICES OF SUBADVISER. Subject to the overall supervision and control of the Board of Trustees and the Adviser and pursuant to the terms of its Subadvisory Contract, the Subadviser shall manage the investment and reinvestment of the Funds' assets giving due consideration to the Investment Policies and Restrictions. The Adviser shall not be responsible or liable for the investment merits of any decision by a Subadviser to purchase, hold or sell a security for the portfolio of a Fund. 4. EXPENSES BORNE BY TRUST. Except as otherwise provided in this Agreement or any other contract to which the Trust is a party, the Trust shall pay all expenses incidental to its organization, operations and business including, without limitation: all charges of depositories, custodians, sub-custodians and other agencies for the safekeeping and servicing of its cash, securities and other property, and of its transfer, shareholder recordkeeping, dividend disbursing and redemption agents, if any; all charges for equipment or services used for obtaining price quotations; all charges for accounting services provided to the Trust by the custodian, the Adviser or any other provider of accounting services; all expenses of portfolio pricing, net asset value computation and reporting portfolio information to the Adviser or Subadviser; all charges for services of administration; all charges of independent auditors and legal counsel; all compensation of the Trustees other than those affiliated with any entity providing advisory or administrative services to the Trust, and all expenses incurred in connection with their services to the Trust; all expenses of preparing, printing and distributing notices, proxy solicitation material and reports to shareholders of the Funds; all expenses of meetings of shareholders; all expenses of preparation and printing of annual or more frequent revisions of the Funds' prospectus(es) and of supplying each then existing shareholder or beneficial owner of shares of the Funds with a copy of such revised prospectus(es); all expenses related to preparing and transmitting certificates representing shares of the Funds, if any; all expenses of bond and insurance coverage required by law or deemed advisable by the Board of Trustees; all costs of borrowing money; all taxes and corporate fees payable to Federal, state or other governmental agencies, domestic or foreign; all stamp or other transfer taxes; all expenses of registering and maintaining the registration of the Trust under the 1940 Act and of shares of the Funds under the 1933 Act, of qualifying and maintaining qualification of the Trust and of shares of the Funds for sale under securities laws of various states or other jurisdictions and of registration and qualification of the Trust under all other laws applicable to the Trust or its business activities; all payments pursuant to a plan adopted on behalf of the Funds pursuant to Rule 12b-1 under the 1940 Act; all fees, dues and other expenses incurred by the Trust in connection with membership of the Trust in any trade association or other investment company organization; and extraordinary expenses. In addition the Funds shall pay all broker's commissions and other charges relating to the purchase and sale of portfolio securities or other assets of the Funds. 5. ALLOCATION OF EXPENSES BORNE BY TRUST. Any expenses borne by the Trust that are attributable solely to the organization, operation or business of the Funds shall be paid solely out of assets of the Funds. Any expense borne by the Trust that is not solely attributable to the Funds, nor solely to any other portfolio of the Trust, shall be apportioned in such manner as the Trust or an administrator for the Trust determines is fair and appropriate, or as otherwise specified by the Board of Trustees. 6. EXPENSES BORNE BY ADVISER. The Adviser at its own expense shall furnish personnel, office space and office facilities and equipment required to render its services pursuant to this Agreement and shall be responsible for payment of the fees of the Subadviser pursuant to the Subadvisory Contract (but the Adviser shall not be responsible for any expenses such Subadviser may incur in connection with their performance of services for the Trust). 7. COMPENSATION OF ADVISER. For the services to be rendered and the expenses to be assumed and to be paid by the Adviser under this Agreement, the Trust shall pay to the Adviser a fee, computed and accrued daily and payable on the first business day of each month, at the following annual rates considered separately on a portfolio-by-portfolio basis: 1.05% of the average daily net assets of the International Fund; 1.00% of the average daily net assets of the Small-Cap Opportunity Fund; 0.90% of the average daily net assets of the Growth Fund; 0.70% of the average daily net assets of the Equity Income Fund and the Convertible Securities Fund; 0.60% of the average daily net assets of the Tax-Exempt Bond Fund, the Intermediate Tax-Exempt Bond Fund and the Balanced Fund; 0.65% of the average daily net assets of the Bond Fund and the Intermediate Government Bond Fund; and 0.15% of the average daily net assets of the Index Fund. Such fees as are attributable to each Fund shall be a separate charge to such Fund and shall be the several (and not joint or joint and several) obligation of each such Fund. 8. EXPENSE LIMITATION. If for any fiscal year of the Funds the total expenses allocated to a Fund pursuant to paragraph 5 (including fees paid to the Adviser and any other service provider but excluding taxes, interest, commissions and other normal charges incident to the purchase and sale of portfolio securities, extraordinary charges such as litigation costs, and payments pursuant to a Fund's Rule 12b-1 Plan) exceed the most restrictive applicable limits prescribed by any state in which shares of the Fund are then being offered for sale to the public, the Adviser agrees to reimburse the Trust in an amount equal to such excess, provided that the Adviser shall not be required to reimburse a Fund for any year in an amount greater than the amount of fees received by it with respect to management of the Fund for that year. Any such reimbursement by the Adviser, or refund by a Fund of an excess reimbursement, shall be paid monthly on an estimated basis. 9. NON-EXCLUSIVITY. The services of the Adviser to the Trust under this Agreement are not to be deemed exclusive and the Adviser shall be free to render similar services to others so long as its services under this Agreement are not impaired by such other activities. 10. STANDARD OF CARE. Neither the Adviser, nor any Subadviser, nor any of their respective directors, officers, agents or employees shall be liable or responsible to the Trust or its shareholders for any error of judgment, or any loss arising out of any investment, or for any other act or omission in the performance by the Adviser or a Subadviser of its duties under this Agreement or a Subadvisory Contract, respectively, except for liability resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser or Subadviser, respectively, or from reckless disregard by the Adviser or the Subadviser of its obligations and duties under this Agreement or the Subadvisory Contract, respectively. 11. AMENDMENT. This Agreement may not be amended with respect to a particular Fund without the affirmative votes (a) of a majority of the Directors of the Trustees, including a majority of those Trustees who are not "interested persons" of the Trust or the Adviser and (b) of a "majority of the outstanding shares" of such Fund. The terms "interested person" and "vote of a majority of the outstanding shares" shall be construed in accordance with their respective definitions in Sections 2(a)(19) and 2(a)(42) of the 1940 Act and, with respect to the latter term, in accordance with Rule 18f-2 under the 1940 Act. 12. TERMINATION. This Agreement may be terminated as to any Fund, at any time, without payment of any penalty, by the Board of Trustees, or by a vote of a majority of the outstanding shares of the Fund, upon at least 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time upon at least 60 days' written notice to the Trust. This Agreement shall terminate automatically in the event of its "assignment" (as defined in Section 2(a)(4) of the 1940 Act). Unless terminated as hereinbefore provided, this Agreement shall continue in effect with respect to a particular Fund for a period of two years from the date hereof and thereafter from year to year only so long as such continuance is specifically approved at least annually (a) by a majority of those Trustees who are not interested persons of the Trust or of the Adviser, voting in person at a meeting called for the purpose of voting on such approval, and (b) by either the Board of Trustees or by a vote of a majority of the outstanding shares of such Fund. 13. NON-LIABILITY OF TRUSTEES AND SHAREHOLDERS. The names "Harris Insight Funds Trust" and "Trustees of Harris Insight Funds Trust" refer respectively to the Trust created and the Trustees as trustees but not individually or personally, acting from time to time under a Declaration of Trust dated December 6, 1995 which is hereby referred to and a copy of which is on file at the office of the Secretary of State of the Commonwealth of Massachusetts and at the principal office of the Trust. The obligations of "Harris Insight Funds Trust" entered into in the name or on behalf thereof by any of the Trustees, officers, representatives or agents are not made individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, officers, representatives or agents of the Trust personally, but bind only the Trust Property, and all persons dealing with any class of shares of the Trust must look solely to the Trust Property belonging to such class for the enforcement of any claims against the Trust. 14. NOTICE. Any notice, demand, change of address or other communication to be given in connection with this Agreement shall be given in writing and shall be given by personal delivery, by registered or certified mail or by transmittal by facsimile or other electronic medium addressed to the recipient as follows: To the Adviser: Harris Trust and Savings Bank 111 W. Monroe Street Suite 6W Chicago, IL 60603 Telephone: 312-461-4088 Fax: 312-293-4291 To the Trust: Harris Insight Funds Trust Telephone: Fax: All notices shall be conclusively deemed to have been given on the day of actual delivery thereof and, if given by registered or certified mail, on the fifth business day following the deposit thereof in the mail and, if given by facsimile or other electronic medium, on the day of transmittal thereof. 15. GOVERNING LAW. This Agreement shall be construed and interpreted in accordance with the laws of the State of Illinois and the laws of the United States of America applicable to contracts executed and to be performed therein. 16. REFERENCES AND HEADINGS. In this Agreement and in any such amendment, references to this Agreement and all expressions such as "herein," "hereof," and "under this Agreement" shall be deemed to refer to this Agreement or this Agreement as amended or affected by any such amendments. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction or effect of this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. Dated: February 23, 1996 HARRIS INSIGHT FUNDS TRUST By /s/ Patricia L. Bickimer ---------------------------- Name: Patricia L. Bickimer Title: President ATTEST: ................................ Patricia L. Bickimer, Secretary HARRIS TRUST AND SAVINGS BANK By /s/ Peter P. Capaccio ---------------------------- Name: Peter P. Capaccio Title: Senior Vice President ATTEST: ................................ ______________________, Secretary EX-99.5(A)(II) 7 FORM OF NOTICE TO THE ADVISER EXHIBIT 5(a)(ii) HARRIS INSIGHT FUNDS TRUST 60 STATE STREET, SUITE 1300 BOSTON, MA 02109 January 21, 1997 Harris Trust and Savings Bank 111 West Monroe Street Chicago, Illinois 60603 To Whom It May Concern: Reference is made to the Investment Advisory Agreement between Harris Insight Funds Trust (the "Trust") and Harris Trust and Savings Bank dated February 23, 1996 (the "Agreement"). Pursuant to Section 1 entitled "Appointment of Adviser," this writing is to provide notice of the addition of a new series, Harris Insight Small-Cap Value Fund ("Small-Cap Value Fund") under the Trust. Small-Cap Value Fund is to be considered a Fund under the Agreement and shall be subject to the provisions of the Agreement to the same extent as the Funds named thereunder. The Trust shall pay, on behalf of Small-Cap Value Fund, the Adviser a fee, computed and accrued daily and payable on the first business day of each month at an annual rate of 0.80% of the average daily net assets of Small-Cap Value Fund. Such fee as is attributable to Small-Cap Value Fund shall be a separate charge to Small-Cap Value Fund and shall be the several (and not joint or joint and several) obligation of Small-Cap Value Fund. The Trust requests that you act as Investment Adviser with respect to Small-Cap Value Fund while continuing to act as Investment Adviser with respect to the Funds named in the Agreement. If the foregoing is in accordance with your understanding, please so indicate by signing and returning to us the enclosed copy hereof. Sincerely, Harris Insight Funds Trust ---------------------- Richard W. Ingram President Accepted: Harris Trust and Savings Bank ----------------------------- By: EX-99.5.B.I 8 PORTFOLIO MANAGEMENT CONTRACT EXHIBIT 5(B)(I) PORTFOLIO MANAGEMENT CONTRACT Harris Trust and Savings Bank (the "Adviser"), an Illinois bank and Harris Investment Management, Inc., (the "Subadviser") a Delaware corporation registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), agree as follows: 1. APPOINTMENT OF SUBADVISER. The Adviser appoints the Subadviser to furnish investment advisory and other services to the Harris Insight Funds Trust (the "Trust") for its Equity Income Fund, Growth Fund, Index Fund, Small-Cap Opportunity Fund, International Fund, Balanced Fund, Convertible Securities Fund, Bond Fund, Intermediate Government Bond Fund, Tax-Exempt Bond Fund and Intermediate Tax-Exempt Bond Fund (the "Funds") and the Subadviser accepts that appointment for the period and on the terms set forth below. 2. SERVICES OF SUBADVISER. (a) INVESTMENT MANAGEMENT. Subject to the overall control of the Board of Trustees of the Trust (the "Board of Trustees") and the Adviser, the Subadviser shall have supervisory responsibility for the general management and investment of the assets of the Funds giving due consideration to the investment policies and restrictions, portfolio transaction policies and the other statements concerning the Funds in the Trust's Declaration of Trust, by-laws and registration statements under the Investment Company Act of 1940, as amended (the "1940 Act"), and the Securities Act of 1933, as amended (the "1933 Act"), to the provisions of the 1933 Act and the 1940 Act and rules and regulations thereunder, to the provisions of the Internal Revenue Code applicable to the Funds as regulated investment companies and to other applicable law (the "Investment Policies and Restrictions"). (b) MONITORING SUBADVISER. The Adviser shall monitor and evaluate the investment performance of the Subadviser; and shall monitor the investment activities of the Subadviser to ensure compliance with the Investment Policies and Restrictions. (c) REPORTS AND INFORMATION. The Subadviser shall furnish to the Adviser periodic reports on the investment strategy and performance of the Funds and such additional reports and information as the Adviser or the Board of Trustees or the officers of the Trust may reasonably request. (d) UNDERTAKINGS OF SUBADVISER. The Subadviser further agrees that it will: (i) At all times be duly registered as an investment adviser under the Investment Advisers Act of 1940 and be duly registered and qualified under other securities legislation in each jurisdiction where such registration or qualification is required, whether as portfolio manager, investment counsel or such other category as may be required; (ii) Comply with the 1940 Act and with all applicable rules and regulations of the Securities and Exchange Commission, the provisions of the Internal Revenue Code relating to regulated investment companies, applicable banking laws and regulations, and policy decisions and procedures adopted by the Board of Trustees from time to time; (iii) Select broker-dealers in accordance with guidelines established by the Board of Trustees from time to time and in accordance with applicable law (consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable, the Subadviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Subadviser with research advice and other services); (iv) Maintain books and records with respect to the securities transactions of the Funds; (v) Treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust or to prior, present or potential shareholders, and will not use such records or information for any purpose other than in the performance of its responsibilities and duties hereunder, except (A) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld, (B) when so requested by the Trust, (C) as required by tax authorities or (D) pursuant to a judicial request, requirement or order, provided that the Subadviser takes reasonable steps to provide the Trust with prior notice in order to allow the Trust to contest such request, requirement or order. (e) BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Subadviser agrees that all records that it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any of such records upon the Trust's request. The Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. (f) INDEPENDENT CONTRACTOR. The Subadviser shall for all purposes herein be deemed to be an independent contractor and not an agent of the Trust and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way. 3. UNDERTAKINGS OF ADVISER. The Adviser will: (a) Furnish to the Subadviser promptly a copy of each amendment to the registration statement of the Trust under the 1940 Act and the 1933 Act and of each prospectus and statement of additional information relating to the Fund and any supplement thereto; (b) Inform the principal custodian of the Funds (the "Custodian") (currently PNC Bank, N.A.) of the appointment of the Subadviser as investment subadviser and portfolio manager of the Funds; (c) Instruct the Custodian to cooperate with the Subadviser in the provision of custodial services to the Funds; and (d) Provide the Subadviser with all information that the Subadviser may reasonably require insofar as it relates to the custodial arrangements in connection with this Agreement. 4. EXPENSES BORNE BY SUBADVISER. The Subadviser at its own expense shall furnish personnel, office space and office facilities and equipment required to render its services pursuant to this Agreement. 5. COMPENSATION OF SUBADVISER. For the services to be rendered and the expenses to be assumed and to be paid by the Adviser under this Agreement, the Adviser shall pay to the Subadviser a fee, computed and accrued daily and payable on the first business day of each month, at the following annual rates considered separately on a portfolio-by-portfolio basis: 1.05% of the average daily net assets of the International Fund; 1.00% of the average daily net assets of the Small-Cap Opportunity Fund; 0.90% of the average daily net assets of the Growth Fund; 0.70% of the average daily net assets of the Equity Income Fund and the Convertible Securities Fund; 0.60% of the average daily net assets of the Tax-Exempt Bond Fund, the Intermediate Tax-Exempt Bond Fund and the Balanced Fund; 0.65% of the average daily net assets of the Bond Fund and the Intermediate Government Bond Fund; and 0.15% of the average daily net assets of the Index Fund. 6. NON-EXCLUSIVITY. The services of the Subadviser to the Trust under this Agreement are not to be deemed exclusive and the Subadviser shall be free to render similar services to others so long as its services under this Agreement are not impaired by such other activities. 7. STANDARD OF CARE. Neither the Subadviser, nor any of its directors, officers, agents or employees shall be liable or responsible to the Trust or its shareholders for any error of judgment, or any loss arising out of any investment, or for any other act or omission in the performance by the Subadviser of its duties under this Agreement, except for liability resulting from willful misfeasance, bad faith or gross negligence on its part or from reckless disregard of its obligations and duties under this Agreement. 8. INSPECTION. The Adviser (or any authorized agent of the Adviser as advised in writing to the Subadviser) shall have a right to audit, inspect and photocopy documents (and remove such photocopies) relating to investment subadvisory and portfolio management services performed under this Agreement, during normal business hours of the Subadviser. 9. AUTHORIZED PERSONS. (a) The Subadviser is authorized to accept instructions and directions with respect to this Agreement signed by any one of ______________ of the Adviser. The Adviser will notify the Subadviser of any changes in its officers empowered to act under this Agreement. (b) The Adviser is authorized to accept instructions and directions with respect to this Agreement signed by any Senior Partner or Partner of the Subadviser. The Subadviser will notify the Adviser of any changes in its officers empowered to act under this Agreement. (c) The Subadviser will advise the Custodian of the names of persons from whom the Custodian is authorized to accept instructions regarding investment transactions. 10. USE OF SUBADVISER'S NAME AND MARKS. The Subadviser grants to the Adviser and the Trust the right to use, in marketing, promotional and advertising materials of the Adviser or the Trust, any registered trademarks, logos or other marks that the Subadviser uses in advertising and publicizing itself and its services as a portfolio manager or investment counsel. Any such material shall be subject to the approval by the Subadviser as to form and content prior to its use by the Adviser or the Trust. The Subadviser consents to the disclosure, in documents relating to the Funds, of its name as the investment sub-adviser and portfolio manager of the assets of the Funds. 11. AMENDMENT. This Agreement may not be amended with respect to a particular Fund without the affirmative votes (a) of a majority of the Directors of the Trustees, including a majority of those Trustees who are not "interested persons" of the Trust, the Adviser or the Subadviser and (b) of a "majority of the outstanding shares" of such Fund. The terms "interested person" and "vote of a majority of the outstanding shares" shall be construed in accordance with their respective definitions in Sections 2(a)(19) and 2(a)(42) of the 1940 Act and, with respect to the latter term, in accordance with Rule 18f-2 under the 1940 Act. 12. TERMINATION. This Agreement may be terminated as to any Fund, at any time, without payment of any penalty, by the Board of Trustees, or by a vote of a majority of the outstanding shares of the Fund, upon at least 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time upon at least 60 days' written notice to the Trust. This Agreement shall terminate automatically in the event of its "assignment" (as defined in Section 2(a)(4) of the 1940 Act). Unless terminated as hereinbefore provided, this Agreement shall continue in effect with respect to a particular Fund for a period of two years from the date hereof and thereafter from year to year only so long as such continuance is specifically approved at least annually (a) by a majority of those Trustees who are not interested persons of the Trust, the Adviser or the Subadviser, voting in person at a meeting called for the purpose of voting on such approval, and (b) by either the Board of Trustees or by a vote of a majority of the outstanding shares of such Fund. 13. NOTICE. Any notice, demand, change of address or other communication to be given in connection with this Agreement shall be given in writing and shall be given by personal delivery, by registered or certified mail or by transmittal by facsimile or other electronic medium addressed to the recipient as follows: To the Subadviser: Harris Investment Management, Inc. 190 S. LaSalle 4th Floor Chicago, IL 60603 Telephone: 312-461-7699 Fax: 312-461-6268 To the Adviser: Harris Trust and Savings Bank 111 W. Monroe 6W Chicago, IL 60603 Telephone: 312-461-4088 Fax: 312-293-4291 To the Trust: Harris Insight Funds Trust Telephone: Fax: All notices shall be conclusively deemed to have been given on the day of actual delivery thereof and, if given by registered or certified mail, on the fifth business day following the deposit thereof in the mail and, if given by facsimile or other electronic medium, on the day of transmittal thereof. 14. THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Trust, which shall have all rights against the Subadviser as would pertain to it if this Agreement were directly between the Trust and the Subadviser. 15. GOVERNING LAW. This Agreement shall be construed and interpreted in accordance with the laws of the State of Illinois and the laws of the United States of America applicable to contracts executed and to be performed therein. 16. REFERENCES AND HEADINGS. In this Agreement and in any such amendment, references to this Agreement and all expressions such as "herein," "hereof," and "under this Agreement" shall be deemed to refer to this Agreement or this Agreement as amended or affected by any such amendments. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction or effect of this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. Dated: February 23, 1996 HARRIS TRUST AND SAVINGS BANK By /s/ Peter P. Capaccio ----------------------------- Name: Peter P. Capaccio ---------------------- Title: Senior Vice President ---------------------- ATTEST: ................................. ______________________, Secretary HARRIS INVESTMENT MANAGEMENT, INC. By /s/ W.O. Leszinske ----------------------------- Name: W.O. Leszinske ---------------------- Title: ATTEST: ................................. ______________________, Secretary EX-99.5(B)(II) 9 FORM OF NOTICE TO THE PORTFOLIO MANAGEMENT AGENT EXHIBIT 5(b)(ii) HARRIS INSIGHT FUNDS TRUST 60 STATE STREET, SUITE 1300 BOSTON, MA 02109 January 21, 1997 Harris Investment Management, Inc. 190 South LaSalle Street Chicago, Illinois 60603 To Whom It May Concern: Reference is made to the Portfolio Management Agreement on behalf of Harris Insight Funds Trust (the "Trust") between Harris Trust and Savings Bank and Harris Investment Management, Inc. dated February 23, 1996 (the "Agreement"). Pursuant to Section 1 entitled "Appointment of Subadviser," this writing is to provide notice of the addition of a new series, Harris Insight Small-Cap Value Fund ("Small-Cap Value Fund") under the Trust. Small-Cap Value Fund is to be considered a Fund under the Agreement and shall be subject to the terms set forth thereunder unless otherwise provided herein. For services to be rendered and all expenses to be assumed and to be paid by the Adviser, the Adviser shall pay to the Portfolio Management Agent a fee, computed and accrued daily and payable on the first business day of each month, at the annual rate considered separately on a portfolio basis of 0.80% of the average daily net assets of Small-Cap Value Fund. The Trust requests that you act as Portfolio Management Agent with respect to Small-Cap Value Fund while continuing to act as Portfolio Management Agent with respect to the Funds named in the Agreement. If the foregoing is in accordance with your understanding, please so indicate by signing and returning to us the enclosed copy hereof. Sincerely, Harris Insight Funds Trust -------------------------- Richard W. Ingram President Accepted: Harris Investment Management, Inc. ------------------------- By: EX-99.6.A 10 DISTRIBUTION AGREEMENT EXHIBIT 6(A) DISTRIBUTION AGREEMENT This Distribution Agreement is made as of this 23rd day of February, 1996 by and between Harris Insight Funds Trust, a Massachusetts Business Trust (the "Trust"), and FUNDS DISTRIBUTOR, INC., a Massachusetts corporation ("Funds Distributor"). WHEREAS, the Trust is an open-end management investment Trust and is so registered under the Investment Company Act of 1940, as amended (the " 1940 Act"); and WHEREAS, the Trust desires to retain Funds Distributor as Distributor for the Trust's separate portfolios - 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 Fund, Harris Insight Bond Fund, Harris Insight Intermediate Government Bond Fund, Harris Insight Tax-Exempt Intermediate Bond Fund and Harris Insight Tax-Exempt Bond Fund (individually, a "Fund" and collectively, the "Funds") to provide for the sale and distribution of shares of the Funds (the "Shares"), and Funds Distributor is willing to render such services; NOW THEREFORE, in consideration of the premises and mutual covenants set forth herein and intending to be legally bound hereby, the parties hereto agree as follows: I. DELIVERY OF DOCUMENTS The Trust has delivered to Funds Distributor copies of each of the following documents and will deliver to it all future amendments and supplements thereto, if any: (a) The Trust's most recent Prospectus(es) and Statement(s) of Additional Information and all amendments and supplements thereto (collectively, the "Prospectuses"). II. DISTRIBUTION 1. Appointment of Distributor. The Trust hereby appoints Funds Distributor as Distributor of the Funds' Shares and Funds Distributor hereby accepts such appointment and agrees to render the services and duties set forth in this Section II. In the event that the Trust establishes one or more portfolios other than the Funds with respect to which it desires to retain Funds Distributor to act as distributor hereunder, the Trust shall notify Funds Distributor in writing. If Funds Distributor is willing to render such services, it shall notify the Trust whereupon such portfolio shall become one of the "Funds" hereunder. 2. Services and Duties. (a) The Trust agrees to sell through Funds Distributor, as agent, from time to time during the term of this Agreement, Shares upon the terms and at the current offering price as described in the applicable Prospectus. Funds Distributor will act only in its own behalf as principal in making agreements with selected dealers or others for the sale and redemption of Shares, and shall sell Shares only at the offering price thereof as set forth in the applicable Prospectus. Prior to making any payments from its own resources to financial institutions, securities dealers or other industry professionals for shareholder service, administration or distribution assistance for a Fund, Funds Distributor will enter into written agreements in a form satisfactory to the Trust's Board of Trustees. Funds Distributor shall devote appropriate efforts to effect sales of Shares of each of the Funds, but shall not be obligated to sell any certain number of Shares. (b) In all matters relating to the sale and redemption of Shares, Funds Distributor will act in conformity with the Trust's Declaration of Trust, By-Laws and applicable Prospectuses and with the instructions and directions of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1933 Act, the 1940 Act, the regulations of the National Association of Securities Dealers, Inc. and all other applicable Federal or state laws and regulations. (c) Subject to the expenses that the Equity Income Fund, Growth Fund, Small-Cap Opportunity Fund, Index Fund, International Fund, Balanced Fund, Convertible Fund, Bond Fund, Intermediate Government Bond Fund, Tax-Exempt Intermediate Bond Fund and the Tax-Exempt Bond Fund agree to defray pursuant to the Funds' service plan (the "Service Plans"), Funds Distributor will bear the cost of printing and distributing any Prospectus (including any supplement or amendment thereto), provided, however, that Funds Distributor shall not be obligated to bear the expenses incurred by the Trust in connection with (x) the preparation and printing of any supplement or amendment to a Registration Statement or Prospectus necessary for the continued effective registration of the Shares under the 1933 Act or state securities laws; and (y) the printing and distribution of any Prospectus, supplement or amendment thereto for existing shareholders of the Shares described therein. (d) All Shares of the Equity Income Fund, Growth Fund, Small-Cap Opportunity Fund, Index Fund, International Fund, Balanced Fund, Convertible Securities Fund, Bond Fund, Intermediate Government Bond Fund, Tax-Exempt Intermediate Bond Fund and the Tax-Exempt Bond Fund offered for sale by Funds Distributor shall be offered for sale to the public at a price per share (the "offering price") equal to their net asset value (determined in the manner set forth in the applicable Prospectuses). The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. Concessions paid by Funds Distributor to broker-dealers and other persons shall be set forth in either the selling agreements between Funds Distributor and such broker-dealers and persons or, if such concessions are described in the applicable Prospectuses, shall be as so set forth. No broker-dealer or other person who enters into a selling or distribution and servicing agreement with Funds Distributor shall be authorized to act as agent for the Trust in connection with the offering or sale of Shares to the public or otherwise. (e) If any Shares sold by Funds Distributor under the terms of this Agreement are redeemed or repurchased by the Trust or by Funds Distributor as agent or are tendered for redemption within seven business days after the date of confirmation of the original purchase of said Shares, Funds Distributor shall forfeit the amount above the net asset value received by it with respect to such Shares, provided that the portion, if any, of such amount re-allowed by Funds Distributor to broker-dealers or other persons shall be repayable to the Trust only to the extent recovered by Funds Distributor from the broker-dealer or other persons concerned. Funds Distributor shall include in the form of agreement with such broker-dealers and other persons a corresponding provision for the forfeiture by them of their concession with respect to Shares sold by them or their principals and redeemed or repurchased by the Trust or by Funds Distributor as agent (or tendered for redemption) within seven business days after the date of confirmation of such initial purchases. 3. Compensation under the Trust's Non-Money Market Funds' Service Plans. The Trust shall reimburse the Distributor for all or part of the cost of preparing and printing brochures and other promotional materials and of delivering prospectuses and those materials to prospective Class A shareholders of a non-money market fund of the Trust by paying on an annual basis up to the greater of $100,000 or 0.05 % of such Fund's average daily net assets. Payment will be made as promptly as is possible after the last day of each month this Agreement is in effect, and will be based on the average daily net assets for the prior month of that Fund. Payments by the Trust under this Agreement are authorized pursuant to the non-money market funds' Service Plan for Class A Shares adopted in accordance with Rule 12b-1 under the 1940 Act. The Trust further agrees that it shall provide notice to Funds Distributor at least 30 days prior to the effective date of a rate decrease under the Service Plan. So long as the Class A Service Plan is in effect, the Distributor shall provide to the Trust's Board of Trustees at least quarterly, a written report of the amounts expended by the Distributor pursuant to the Service Plan and the purpose for which such expenditures were made. 4. Sales and Redemptions. (a) The Trust shall pay all costs and expenses in connection with the registration of the Shares under the 1933 Act, and all expenses in connection with maintaining facilities for the issue and transfer of the Shares and for supplying information, prices and other data to be furnished by the Trust hereunder, and all expenses in connection with preparing, printing and distributing the Prospectuses except as set forth in subsection 2(c) of Section II hereof. (b) The Trust shall execute all documents, furnish all information and otherwise take all actions which may be reasonably necessary in the discretion of the Trust's officers in connection with the qualification of the Shares for sale in such states as Funds Distributor may designate to the Trust and the Trust may approve, and the Trust shall pay all filing fees which may be incurred in connection with such qualification. Funds Distributor shall pay all other expenses incurred by Funds Distributor in connection with the sale of the Shares, except as otherwise specifically provided in this Agreement. (c) The Trust shall have the right to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted by the 1940 Act or the rules of the SEC ("Rules"). (d) The Trust reserves the right to reject any order for Shares, but will not do so arbitrarily or without reasonable cause. III. CONFIDENTIALITY Funds Distributor will treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust, to the Trust's prior or current shareholders and to those persons or entities who respond to Funds Distributor's inquiries concerning investment in the Trust, and, except as provided below, will not use such records and information for any purpose other than the performance of its responsibilities and duties hereunder. Any other use by Funds Distributor of the information and records referred to above may be made only after prior notification to and approval in writing by the Trust. Such approval shall not be unreasonably withheld and may not be withheld where: (i) Funds Distributor may be exposed to civil or criminal contempt proceedings for failure to divulge such information; (ii) Funds Distributor is requested to divulge such information by duly constituted authorities; or (iii) Funds Distributor is so requested by the Trust. IV. INDEMNIFICATION 1. Trust Representation. The Trust represents and warrants to Funds Distributor that at all times the Registration Statement and Prospectuses will in all material respects conform to the applicable requirements of the 1933 Act and the Rules thereunder and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty in this subsection shall apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Trust by or on behalf of and with respect to Funds Distributor expressly for use in the Registration Statement or Prospectuses. 2. Funds Distributor Representation. Funds Distributor represents and warrants to the Trust that it is duly organized as a Massachusetts corporation and is and at all times will remain registered as a broker/dealer under the Securities Exchange Act of 1934 and a member in good standing with the National Association of Securities Dealers and is otherwise duly authorized and licensed to carry out its services as contemplated herein. 3. Trust Indemnification. The Trust, on behalf of each Fund, will indemnify, defend and hold harmless Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by the Trust, or arise out of, or are based upon, information furnished on behalf of a Fund, filed in any state in order to qualify the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Funds Distributor, its several officers and directors, and any person who controls Funds Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that the Trust shall not be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Trust in reliance upon and in conformity with written information furnished to the Trust by or on behalf of and with respect to Funds Distributor specifically for inclusion therein. The Trust shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement ("disabling conduct") or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a majority of a quorum of directors of the Trust who are neither "interested persons" of the Trust (as defined in the 1940 Act) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Trust shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Trust shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party directors of the Trust (or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder. 4. Funds Distributor Indemnification. Funds Distributor will indemnify, defend and hold harmless the Trust, the Trust's several officers and trustees and any person who controls the Trust within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any breach of its representations, warranties and agreements herein, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other documents executed by or on behalf of the Trust or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon and in conformity with information furnished in writing to the Trust by or on behalf of and with respect to Funds Distributor specifically for inclusion therein, and will reimburse the Trust, the Trust's several officers and directors, and any person who controls the Trust within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim, as such expenses are incurred. 5. General Indemnity Provision. No indemnifying party shall be liable under its indemnity agreement contained in subsection 3 or 4 hereof with respect to any claim made against such indemnifying party unless the indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the indemnified party (or after the indemnified party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve it from any liability which it may otherwise have to the indemnified party. The indemnifying party will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, and if the indemnifying party elects to assume the defense, such defense shall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party. In the event the indemnifying party elects to assume the defense of any such suit and retain such counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by the indemnified party, provided that the indemnified party shall have the right to employ one separate counsel to represent it in such suit if in the reasonable judgment of the indemnified party it is advisable because of an actual or potential conflict of interest between it and the indemnifying party in the conduct of the defense of such action, in which event the fees and expenses of such separate counsel will be borne by the indemnifying party. 6. Limitation of Liability. The names "Harris Insight Fund Trust" and Trustees of "Harris Insight Fund Trust" refer respectively to the Trust created and the Trustees as trustees but not individually or personally, acting from time to time under a Declaration of Trust dated December 6, 1995 which is hereby referred to and a copy of which is on file at the office of the Secretary of State of the Commonwealth of Massachusetts and at the principal office of the Trust. The obligations of "Harris Insight Fund Trust Funds" entered into in the name or on behalf thereof by any of the Trustees, officers representatives or agents are not made individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, officers, representatives or agents of the Trust personally, but bind only the Trust property, and all persons dealing with any class of shares of the Trust must look solely to the Trust Property belonging to such class for the enforcement of any claims against the Trust. V. DURATION AND TERMINATION This Agreement shall become effective as of the date first above written, and, unless sooner terminated as provided herein, shall continue until February 23, 1997. Thereafter, if not terminated, this Agreement shall continue automatically for successive terms of one year, provided that such continuance is specifically approved at least annually by a vote of the majority of those members of the Board of Trustees of the Trust who are not parties to this Agreement or "interested persons" of the Trust and have no direct or indirect financial interest in the operation of each Fund's Service Plan or in this Agreement, or in any agreement relating to the Plan, by vote cast in person at a meeting called for the purpose of voting on such approval; provided, however, that this Agreement may be terminated by the Trust at any time, without the payment of any penalty, by vote of a majority of the entire Board of Trustees of the Trust or by a vote of a "majority of the outstanding voting securities" of the Trust on 60 days' written notice to Funds Distributor, or by Funds Distributor at any time, without the payment of any penalty, on 60 days' written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its "assigmuent. " (As used in this Agreement, the terms "majority of the outstanding voting securities," "interested person" and "assignment" shall have the same meanings as such terms have in the 1940 Act.) VI. AMENDMENT OF THIS AGREEMENT No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by the party against which an enforcement of the change, waiver, discharge or termination is sought. VII. NOTICES Notices of any kind to be given to the Trust hereunder by Funds Distributor shall be in writing and shall be duly given if mailed or delivered to the Trust at One Exchange Place, Boston, Massachusetts 02109; Attention: Patricia L. Bickimer, or at such other address or to such individual as shall be so specified by the Trust to Funds Distributor. Notices of any kind to be given to Funds Distributor hereunder by the Trust shall be in writing and shall be duly given if mailed or delivered to Funds Distributor at One Exchange Place, Boston, Massachusetts 02109, Attention: General Counsel or at such other address or to such individual as shall be so specified by Funds Distributor to the Trust. VIII. MISCELLANEOUS The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. Subject to the provisions of Section V hereof, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and shall be governed by Massachusetts law; provided, however, that nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or regulation of the SEC thereunder. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written. HARRIS INSIGHT FUNDS TRUST By: /s/ Patricia L. Bickimer -------------------------- Attest: FUNDS DISTRIBUTOR, INC. By: /s/ Marie E. Connolly -------------------------- Attest: EX-99.6.B 11 NOTICE TO DISTRIBUTOR EXHIBIT 6(B) HARRIS INSIGHT FUNDS TRUST 60 STATE STREET, SUITE 1300 BOSTON, MA 02109 January 21, 1997 Funds Distributor, Inc. 60 State Street, Suite 1300 Boston, MA 02109 To Whom It May Concern: Reference is made to the Distribution Agreement between Harris Insight Funds Trust and Funds Distributor, Inc. ("FDI") dated February 23, 1996 (the "Distribution Agreement") and the Sub-Administration Agreement on behalf of the Trust between Harris Trust and Savings Bank and FDI dated July 1, 1996 (the "Sub-Administration Agreement," and collectively the "Agreements"). This writing is to provide notice of the addition of a new series, Harris Insight Small-Cap Value Fund ("Small-Cap Value Fund") under the Trust. Small-Cap Value Fund is to be considered a Fund under the Distribution Agreement and on Schedule A to the Sub-Administration Agreement and shall be subject to the terms set forth under the Agreements unless otherwise provided herein. FDI shall be compensated for services rendered under the Distribution Agreement as contained therein and for services rendered under the Sub-Administration Agreement as is consistent with the Fee Letter Agreement dated July 1, 1996. The Trust requests that you act as Distributor and Sub-Administration Agent with respect to Small-Cap Value Fund while continuing to act as Distributor and Sub-Administration Agent with respect to the Funds named in the Distribution Agreement and in Exhibit A to the Sub-Administration Agreement. If the foregoing is in accordance with your understanding, please so indicate by signing and returning to us the enclosed copy hereof. Sincerely, Harris Insight Funds Trust /s/ Richard W. Ingram -------------------------- Richard W. Ingram President Accepted: Funds Distributor, Inc. /s/ John E. Pelletier ------------------------ By: John E. Pelletier EX-99.8.A 12 CUSTODIAN SERVICES AGREEMENT EXHIBIT 8(A) CUSTODIAN SERVICES AGREEMENT THIS AGREEMENT is made as of February 23, 1996 by and between PNC BANK, NATIONAL ASSOCIATION, a national banking association ("PNC Bank"), and Harris Insight Funds Trust, a Massachusetts business trust (the "Fund"). WITNESSETH: WHEREAS, the Fund is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the " 1940 Act"); and WHEREAS, the Fund wishes to retain PNC Bank to provide custodian services, and PNC Bank wishes to furnish custodian services, either directly or through an affiliate or affiliates, as more fully described herein. NOW, THEREFORE, In consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows: 1. DEFINITIONS. AS USED IN THIS AGREEMENT: (a) "1933 Act" means the Securities Act of 1933, as amended. (b) "1934 Act" means the Securities Exchange Act of 1934, as amended. (c) "Authorized Person" means any officer of the Fund and any other person duly authorized by the Fund's Board of Trustees to give Oral and Written Instructions on behalf of the Fund and listed on the Authorized Persons Appendix attached hereto and made a part hereof or any amendment thereto as may be received by PNC Bank. An Authorized Person's scope of authority may be limited by the Fund by setting forth such limitation in the Authorized Persons Appendix. (d) "Book-Entry System" means Federal Reserve Treasury book-entry system for United States and federal agency securities, its successor or successors, and its nominee or nominees and any book-entry system maintained by an exchange registered with the SEC under the 1934 Act. (e) "CEA" means the Commodities Exchange Act, as amended. (f) "Oral Instructions" mean oral instructions received by PNC Bank from an Authorized Person or from a person reasonably believed by PNC Bank to be an Authorized Person. (g) "PNC Bank" means PNC Bank, National Association or a subsidiary or affiliate of PNC Bank, National Association. (h) "SEC" means the Securities and Exchange Commission. (i) "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act and the CEA. (j) "Shares" mean the shares of beneficial interest of any series or class of the Fund. (k) "Property" means: (i) any and all securities and other investment items which the Fund may from time to time deposit, or cause to be deposited, with PNC Bank or which PNC Bank may from time to time hold for the Fund; (ii) all income in respect of any of such securities or other investment items; (iii) all proceeds of the sale of any of such securities or investment items; and (iv) all proceeds of the sale of securities issued by the Fund, which are received by PNC Bank from time to time, from or on behalf of the Fund. (k) "Written Instructions" mean written instructions signed by two Authorized Persons and received by PNC Bank. The instructions may be delivered by hand, mail, tested telegram, cable, telex or facsimile sending device. 2. APPOINTMENT. The Fund hereby appoints PNC Bank to provide custodian services to the Fund, on behalf of each of its investment portfolios (each, a "Portfolio"), and PNC Bank accepts such appointment and agrees to furnish such services. 3. DELIVERY OF DOCUMENTS. The Fund has provided or, where applicable, will provide PNC Bank with the following: (a) certified or authenticated copies of the resolutions of the Fund's Board of Trustees, approving the appointment of PNC Bank or its affiliates to provide services; (b) a copy of the Fund's most recent effective registration statement; (c) a copy of each Portfolio's advisory agreements; (d) a copy of the distribution agreement with respect to each class of Shares: (e) a copy of each Portfolio's administration agreement if PNC Bank is not providing the Portfolio with such services; (f) copies of any shareholder servicing agreements made in respect of the Fund or a Portfolio; and (g) certified or authenticated copies of any and all amendments or supplements to the foregoing. 4. COMPLIANCE WITH LAWS. PNC Bank undertakes to comply with all applicable requirements of the Securities Laws and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by PNC Bank hereunder. Except as specifically set forth herein, PNC Bank assumes no responsibility for such compliance by the Fund or any Portfolio. 5. INSTRUCTIONS. (a) Unless otherwise provided in this Agreement, PNC Bank shall act only upon Oral and Written Instructions. (b) PNC Bank shall be entitled to rely upon any Oral and Written Instructions it receives from an Authorized Person (or from a person reasonably believed by PNC Bank to be an Authorized Person) pursuant to this Agreement. PNC Bank may assume that any Oral or Written Instructions received hereunder are not in any way inconsistent with the provisions of organizational documents of the Fund or of any vote, resolution or proceeding of the Fund's Board of Trustees or of the Fund's shareholders, unless and until PFPC receives Written Instructions to the contrary. (c) The Fund agrees to forward to PNC Bank Written Instructions confirming Oral Instructions (except where such Oral Instructions are given by PNC Bank or its affiliates) so that PNC Bank receives the Written Instructions by the close of business on the same day that such Oral Instructions are received. The fact that such confirming Written Instructions are not received by PNC Bank shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions. Where Oral or Written Instructions reasonably appear to have been received from an Authorized Person, PNC Bank shall incur no liability to the Fund in acting upon such Oral or Written Instructions provided that PNC Bank's actions comply with the other provisions of this Agreement. 6. RIGHT TO RECEIVE ADVICE. (a) Advice of the Fund. If PNC Bank is in doubt as to any action it should or should not take, PNC Bank may request directions or advice, including Oral or Written Instructions, from the Fund. (b) Advice of Counsel. If PNC Bank shall be in doubt as to any question of law pertaining to any action it should or should not take, PNC Bank may request advice at its own cost from such counsel of its own choosing (who may be counsel for the Fund, the Fund's investment adviser or PNC Bank, at the option of PNC Bank). (c) Conflicting Advice. In the event of a conflict between directions, advice or Oral or Written Instructions PNC Bank receives from the Fund, and the advice it receives from counsel, PNC Bank shall be entitled to rely upon and follow the advice of counsel. In the event PNC Bank so relies on the advice of counsel, PNC Bank remains liable for any action or omission on the part of PNC Bank which constitutes willful misfeasance, bad faith, gross negligence or reckless disregard by PNC Bank of any duties, obligations or responsibilities set forth in this Agreement. (d) Protection of PNC Bank. PNC Bank shall be protected in any action it takes or does not take in reliance upon directions, advice or Oral or Written Instructions it receives from the Fund or from counsel and which PNC Bank believes, in good faith, to be consistent with those directions, advice or Oral or Written Instructions. Nothing in this section shall be construed so as to impose an obligation upon PNC Bank (i) to seek such directions, advice or Oral or Written Instructions, or (ii) to act in accordance with such directions, advice or Oral or Written Instructions unless, under the terms of other provisions of this Agreement, the same is a condition of PNC Bank's properly taking or not taking such action. Nothing in this subsection shall excuse PNC Bank when an action or omission on the part of PNC Bank constitutes willful misfeasance, bad faith, gross negligence or reckless disregard by PNC Bank of any duties, obligations or responsibilities set forth in this Agreement. 7. RECORDS; VISITS. The books and records pertaining to the Fund and any Portfolio, which are in the possession or under the control of PNC Bank, shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund and Authorized Persons shall have access to such books and records at all times during PNC Bank's normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by PNC Bank to the Fund or to an authorized representative of the Fund, at the Fund's expense. 8. CONFIDENTIALITY. PNC Bank agrees to keep confidential all records of the Fund and information relating to the Fund and its shareholders, unless the release of such records or information is otherwise consented to, in writing, by the Fund. The Fund agrees that such consent shall not be unreasonably withheld and may not be withheld where PNC Bank may be exposed to civil or criminal contempt proceedings or when required to divulge such information or records to duly constituted authorities. 9. COOPERATION WITH ACCOUNTANTS. PNC Bank shall cooperate with the Fund's independent public accountants and shall take all reasonable action in the performance of its obligations under this Agreement to ensure that the necessary information is made available to such accountants for the expression of their opinion, as required by the Fund. 10. DISASTER RECOVERY. PNC Bank shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, PNC Bank shall, at no additional expense to the Fund, take reasonable steps to minimize service interruptions. PNC Bank shall have no liability with respect to the loss of data or service interruptions caused by equipment failure provided such loss or interruption is not covered by PNC Bank's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties or obligations under this Agreement. 11. COMPENSATION. As compensation for custody services rendered by PNC Bank during the term of this Agreement, the Fund, on behalf of each of the Portfolios, will pay to PNC Bank a fee or fees as may be agreed to in writing from time to time by the Fund and PNC Bank. 12. INDEMNIFICATION. The Fund, on behalf of each Portfolio, agrees to indemnify and hold harmless PNC Bank and its affiliates from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the Securities Laws and any state and foreign securities and blue sky laws, and amendments thereto, and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or omission to act which PNC Bank takes (i) at the request or on the direction of or in reliance on the advice of the Fund or (ii) upon Oral or Written Instructions. Neither PNC Bank, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) arising out of PNC Bank's or its affiliates' own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. 13. RESPONSIBILITY OF PNC BANK. (a) PNC Bank shall be under no duty to take any action on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PNC Bank in writing. PNC Bank shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PNC Bank shall be liable for any damages arising out of PNC Bank's failure to perform its duties under this agreement to the extent such damages arise out of PNC Bank's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PNC Bank shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PNC Bank reasonably believes to be genuine; or (B) subject to section 10, delays or errors or loss of data occurring by reason of circumstances beyond PNC Bank's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PNC Bank nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PNC Bank's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PNC Bank or its affiliates. 14. DESCRIPTION OF SERVICES. (a) Delivery of the Property. The Fund will deliver or arrange for delivery to PNC Bank, all the Property owned by the Portfolios, including cash received as a result of the distribution of Shares, during the period that is set forth in this Agreement. PNC Bank will not be responsible for such property until actual receipt. (b) Receipt and Disbursement of Money. PNC Bank, acting upon Written Instructions, shall open and maintain separate accounts in the Fund's name using all cash received from or for the account of the Fund, subject to the terms of this Agreement. In addition, upon Written Instructions, PNC Bank shall open separate custodial accounts for each separate series or Portfolio of the Fund (collectively, the "Accounts") and shall hold in the Accounts all cash received from or for the Accounts of the Fund specifically designated to each separate series or Portfolio. PNC Bank shall make cash payments from or for the Accounts of a Portfolio only for: (i) purchases of securities in the name of a Portfolio or PNC Bank or PNC Bank's nominee as provided in sub-section (j) and for which PNC Bank has received a copy of the broker's or dealer's confirmation or payee's invoice, as appropriate; (ii) purchase or redemption of Shares of the Fund delivered to PNC Bank; (iii) payment of, subject to Written Instructions interest, taxes, administration, accounting, distribution, advisory, management fees or similar expenses which are to be borne by a Portfolio; (iv) payment to, subject to receipt of Written Instructions, the Fund's transfer agent, as agent for the shareholders, an amount equal to the amount of dividends and distributions stated in the Written Instructions to be distributed in cash by the transfer agent to shareholders, or, in lieu of paying the Fund's transfer agent, PNC Bank may arrange for the direct payment of cash dividends and distributions to shareholders in accordance with procedures mutually agreed upon from time to time by and among the Fund, PNC Bank and the Fund's transfer agent. (v) payments, upon receipt Written Instructions, in connection with the conversion, exchange or surrender of securities owned or subscribed to by the Fund and held by or delivered to PNC Bank; (vi) payments of the amounts of dividends received with respect to securities sold short; (vii)payments made to a sub-custodian pursuant to provisions in sub-section (c) of this Section: and (viii)payments, upon Written Instructions, made for other proper Fund purposes. PNC Bank is hereby authorized to endorse and collect all checks, drafts or other orders for the payment of money received as custodian for the Accounts. (c) Receipt of Securities; Subcustodians. (i) PNC Bank shall hold all securities received by it for the Accounts in a separate account that physically segregates such securities from those of any other persons, firms or corporations, except for securities held in a Book-Entry System. All such securities shall be held or disposed of only upon Written Instructions of the Fund pursuant to the terms of this Agreement. PNC Bank shall have no power or authority to assign, hypothecate, pledge or otherwise dispose of any such securities or investment, except upon the express terms of this Agreement and upon Written Instructions, accompanied by a certified resolution of the Fund's Board of Trustees, authorizing the transaction. In no case may any member of the Fund's Board of Trustees, or any officer, employee or agent of the Fund withdraw any securities. At PNC Bank's own expense and for its own convenience, PNC Bank may enter into subcustodian agreements with other United States banks or trust companies to perform duties described in this sub-section (c). Such bank or trust company shall have an aggregate capital, surplus and undivided profits, according to its last published report, of at least one million dollars ($1,000,000), if it is a subsidiary or affiliate of PNC Bank, or at least twenty million dollars ($20,000,000) if such bank or trust company is not a subsidiary or affiliate of PNC Bank. In addition, such bank or trust company must be qualified to act as custodian and agree to comply with the relevant provisions of the 1940 Act and other applicable rules and regulations. Any such arrangement will not be entered into without prior written notice to the Fund. PNC Bank shall remain responsible for the performance of all of its duties as described in this Agreement and shall hold the Fund and each Portfolio harmless from its own acts or omissions, under the standards of care provided for herein, or the acts and omissions of any sub-custodian chosen by PNC Bank under the terms of this sub-section (c). (d) Transactions Requiring Instructions. Upon receipt of Oral or Written Instructions and not otherwise, PNC Bank, directly or through the use of the Book-Entry System, shall: (i) deliver any securities held for a Portfolio against the receipt of payment for the sale of such securities; (ii) execute and deliver to such persons as may be designated in such Oral or Written Instructions, proxies, consents, authorizations, and any other instruments whereby the authority of a Portfolio as owner of any securities may be exercised; (iii) deliver any securities to the issuer thereof, or its agent, when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to PNC Bank; (iv) deliver any securities held for a Portfolio against receipt of other securities or cash issued or paid in connection with the liquidation, reorganization, refinancing, tender offer, merger, consolidation or recapitalization of any corporation, or the exercise of any conversion privilege; (v) deliver any securities held for a Portfolio to any protective committee, reorganization committee or other person in connection with the reorganization, refinancing, merger, consolidation, recapitalization or sale of assets of any corporation, and receive and hold under the terms of this Agreement such certificates of deposit, interim receipts or other instruments or documents as may be issued to it to evidence such delivery; (vi) make such transfer or exchanges of the assets of the Portfolios and take such other steps as shall be stated in said Oral or Written Instructions to be for the purpose of effectuating a duly authorized plan of liquidation, reorganization, merger, consolidation or recapitalization of the Fund; (vii) release securities belonging to a Portfolio to any bank or trust company for the purpose of a pledge or hypothecation to secure any loan incurred by the Fund on behalf of that Portfolio; provided, however, that securities shall be released only upon payment to PNC Bank of the monies borrowed, except that in cases where additional collateral is required to secure a borrowing already made subject to proper prior authorization, further securities may be released for that purpose; and repay such loan upon redelivery to it of the securities pledged or hypothecated therefor and upon surrender of the note or notes evidencing the loan; (viii) release and deliver securities owned by a Portfolio in connection with any repurchase agreement entered into on behalf of the Fund, but only on receipt of payment therefor; and pay out moneys of the Fund in connection with such repurchase agreements, but only upon the delivery of the securities; (ix) release and deliver or exchange securities owned by the Fund in connection with any conversion of such securities, pursuant to their terms, into other securities; (x) release and deliver securities owned by the fund for the purpose of redeeming in kind shares of the Fund upon delivery thereof to PNC Bank; and (xi) release and deliver or exchange securities owned by the Fund for other corporate purposes. PNC Bank must also receive a certified resolution describing the nature of the corporate purpose and the name and address of the person(s) to whom delivery shall be made when such action is pursuant to sub-paragraph d. (e) Use of Book-Entry System. The Fund shall deliver to PNC Bank certified resolutions of the Fund's Board of Trustees approving, authorizing and instructing PNC Bank on a continuous basis, to deposit in the Book-Entry System all securities belonging to the Portfolios eligible for deposit therein and to utilize the Book-Entry System to the extent possible in connection with settlements of purchases and sales of securities by the Portfolios, and deliveries and returns of securities loaned, subject to repurchase agreements or used as collateral in connection with borrowings. PNC Bank shall continue to perform such duties until it receives Written or Oral Instructions authorizing contrary actions. PNC Bank shall administer the Book-Entry System as follows: (i) With respect to securities of each Portfolio which are maintained in the Book-Entry System, the records of PNC Bank shall identify by Book-Entry or otherwise those securities belonging to each Portfolio. PNC Bank shall furnish to the Fund a detailed statement of the Property held for each Portfolio under this Agreement at least monthly and from time to time and upon written request. (ii) Securities and any cash of each Portfolio deposited in the Book-Entry System will at all times be segregated from any assets and cash controlled by PNC Bank in other than a fiduciary or custodian capacity but may be commingled with other assets held in such capacities. PNC Bank and its sub-custodian, if any, will pay out money only upon receipt of securities and will deliver securities only upon the receipt of money. (iii)All books and records maintained by PNC Bank which relate to the Fund's participation in the Book-Entry System will at all times during PNC Bank's regular business hours be open to the inspection of Authorized Persons, and PNC Bank will furnish to the Fund all information in respect of the services rendered as it may require. PNC Bank will also provide the Fund with such reports on its own system of internal control as the Fund may reasonably request from time to time. (f) Registration of Securities. All Securities held for a Portfolio which are issued or issuable only in bearer form, except such securities held in the Book-Entry System, shall be held by PNC Bank in bearer form; all other securities held for a Portfolio may be registered in the name of the Fund on behalf of that Portfolio, PNC Bank, the Book-Entry System, a sub-custodian, or any duly appointed nominees of the Fund, PNC Bank, Book-Entry System or sub-custodian. The Fund reserves the right to instruct PNC Bank as to the method of registration and safekeeping of the securities of the Fund. The Fund agrees to furnish to PNC Bank appropriate instruments to enable PNC Bank to hold or deliver in proper form for transfer, or to register in the name of its nominee or in the name of the Book-Entry System, any securities which it may hold for the Accounts and which may from time to time be registered in the name of the Fund on behalf of a Portfolio. (g) Voting and Other Action. Neither PNC Bank nor its nominee shall vote any of the securities held pursuant to this Agreement by or for the account of a Portfolio, except in accordance with Written Instructions. PNC Bank, directly or through the use of the Book-Entry System, shall execute in blank and promptly deliver all notices, proxies and proxy soliciting materials to the registered holder of such securities. If the registered holder is not the Fund on behalf of a Portfolio, then Written or Oral Instructions must designate the person who owns such securities. (h) Transactions Not Requiring Instructions. In the absence of contrary Written Instructions, PNC Bank is authorized to take the following actions: (i) Collection of Income and Other Payments. (A) collect and receive for the account of each Portfolio, all income, dividends, distributions, coupons, option premiums, other payments and similar items, included or to be included in the Property, and, in addition, promptly advise each Portfolio of such receipt and credit such income, as collected, to each Portfolio's custodian account; (B) endorse and deposit for collection, in the name of the Fund, checks, drafts, or other orders for the payment of money; (C) receive and hold for the account of each Portfolio all securities received as a distribution on the Portfolio's securities as a result of a stock dividend, share split-up or reorganization, recapitalization, readjustment or other rearrangement or distribution of rights or similar securities issued with respect to any securities belonging to a Portfolio and held by PNC Bank hereunder; (D) present for payment and collect the amount payable upon all securities which may mature or be called, redeemed, or retired, or otherwise become payable on the date such securities become payable; and (E) take any action which may be necessary and proper in connection with the collection and receipt of such income and other payments and the endorsement for collection of checks, drafts, and other negotiable instruments. (ii) Miscellaneous Transactions. (A) deliver or cause to be delivered Property against payment or other consideration or written receipt therefor in the following cases: (1) for examination by a broker or dealer selling for the account of a Portfolio in accordance with street delivery custom; (2) for the exchange of interim receipts or temporary securities for definitive securities; and (3) for transfer of securities into the name of the Fund on behalf of a Portfolio or PNC Bank or nominee of either, or for exchange of securities for a different number of bonds, certificates, or other evidence, representing the same aggregate face amount or number of units bearing the same interest rate, maturity date and call provisions, if any; provided that, in any such case, the new securities are to be delivered to PNC Bank. (B) Unless and until PNC Bank receives Oral or Written Instructions to the contrary, PNC Bank shall: (1) pay all income items held by it which call for payment upon presentation and hold the cash received by it upon such payment for the account of each Portfolio; (2) collect interest and cash dividends received, with notice to the Fund, to the account of each Portfolio; (3) hold for the account of each Portfolio all stock dividends, rights and similar securities issued with respect to any securities held by PNC Bank; and (4) execute as agent on behalf of the Fund all necessary ownership certificates required by the Internal Revenue Code or the Income Tax Regulations of the United States Treasury Department or under the laws of any state now or hereafter in effect, inserting the Fund's name, on behalf of a Portfolio, on such certificate as the owner of the securities covered thereby, to the extent it may lawfully do so. (i) Segregated Accounts. (i) PNC Bank shall upon receipt of Written or Oral Instructions establish and maintain a segregated accounts on its records for and on behalf of each Portfolio. Such accounts may be used to transfer cash and securities, including securities in the Book-Entry System: (A) for the purposes of compliance by the Fund with the procedures required by a securities or option exchange, providing such procedures comply with the 1940 Act and any releases of the SEC relating to the maintenance of segregated accounts by registered investment companies; and (B) Upon receipt of Written Instructions, for other proper corporate purposes. (ii) PNC Bank shall arrange for the establishment of IRA custodian accounts for such shareholders holding Shares through IRA accounts, in accordance with the Fund's prospectuses, the Internal Revenue Code of 1986, as amended (including regulations promulgated thereunder), and with such other procedures as are mutually agreed upon from time to time by and among the Fund, PNC Bank and the Fund's transfer agent. (j) Purchases of Securities. PNC Bank shall settle purchased securities upon receipt of Oral or Written instructions from the Fund or its investment advisers that specify: (i) the name of the issuer and the title of the securities, including CUSIP number if applicable; (ii) the number of shares or the principal amount purchased and accrued interest, if any; (iii)the date of purchase and settlement; (iv) the purchase price per unit; (v) the total amount payable upon such purchase; (vi) the Portfolio involved; and (vii)the name of the person from whom or the broker through whom the purchase was made. PNC Bank shall upon receipt of securities purchased by or for a Portfolio pay out of the moneys held for the account of the Portfolio the total amount payable to the person from whom or the broker through whom the purchase was made, provided that the same conforms to the total amount payable as set forth in such Oral or Written Instructions. (k) Sales of Securities. PNC Bank shall settle sold securities upon receipt of Oral or Written Instructions from the Fund that specify: (i) the name of the issuer and the title of the security, including CUSIP number if applicable; (ii) the number of shares or principal amount sold, and accrued interest, if any, (iii)the date of trade and settlement; (iv) the sale price per unit; (v) the total amount payable to the Fund upon such sale; (vi) the name of the broker through whom or the person to whom the sale was made; and (vii)the location to which the security must be delivered and delivery deadline, if any; and (viii) the Portfolio involved. PNC Bank shall deliver the securities upon receipt of the total amount payable to the Portfolio upon such sale, provided that the total amount payable is the same as was set forth in the Oral or Written Instructions. Subject to the foregoing, PNC Bank may accept payment in such form as shall be satisfactory to it, and may deliver securities and arrange for payment in accordance with the customs prevailing among dealers in securities. (1) Reports. Proxy Materials. (i) PNC Bank shall furnish to the Fund the following reports: (A) such periodic and special reports as the Fund may reasonably request; (B) a monthly statement summarizing all transactions and entries for the account of each Portfolio, listing each Portfolio securities belonging to each Portfolio with the adjusted average cost of each issue and the market value at the end of such month and stating the cash account of each Portfolio including disbursements; (C) the reports required to be furnished to the Fund pursuant to Rule 17f-4; and (D) such other information as may be agreed upon from time to time between the Fund and PNC Bank. (ii) PNC Bank shall transmit promptly to the Fund any proxy statement, proxy material, notice of a call or conversion or similar communication received by it as custodian of the Property. PNC Bank shall be under no other obligation to inform the Fund as to such actions or events. (m) Collections. All collections of monies or other property in respect, or which are to become part, of the Property (but not the safekeeping thereof upon receipt by PNC Bank) shall be at the sole risk of the Fund. If payment is not received by PNC Bank within a reasonable time after proper demands have been made, PNC Bank shall notify the Fund in writing, including copies of all demand letters, any written responses, memoranda of all oral responses and shall await instructions from the Fund. PNC Bank shall not be obliged to take legal action for collection unless and until reasonably indemnified to its satisfaction. PNC Bank shall also notify the Fund as soon as reasonably practicable whenever income due on securities is not collected in due course and shall provide the Fund with periodic status reports of such income collected after a reasonable time. 15. DURATION AND TERMINATION. This Agreement shall continue until terminated by the Fund or by PNC Bank on sixty (60) days' prior written notice to the other party. In the event this Agreement is terminated (pending appointment of a successor to PNC Bank or vote of the shareholders of the Fund to dissolve or to function without a custodian of its cash, securities or other property), PNC Bank shall not deliver cash, securities or other property of the Portfolios to the Fund. It may deliver them to a bank or trust company of PNC Bank's choice, having an aggregate capital, surplus and undivided profits, as shown by its last published report, of not less than twenty million dollars ($20,000,000), as a custodian for the Fund to be held under terms similar to those of this Agreement. PNC Bank shall not be required to make any such delivery or payment until full payment shall have been made to PNC Bank of all of its fees, compensation, costs and expenses. PNC Bank shall have a security interest in and shall have a right of setoff against the Property as security for the payment of such fees, compensation, costs and expenses. 16. NOTICES. All notices and other communications, including Written Instructions, shall be in writing or by confirming telegram, cable, telex or facsimile sending device. Notice shall be addressed (a) if to PNC Bank at Airport Business Center, International Court 2, 200 Stevens Drive, Lester, Pennsylvania 19113, marked for the attention of the Custodian Services Department (or its successor) (b) if to the Fund, at , Attn.: _______ or (c) if toneither of the foregoing, at such other address as shall have been given by like notice to the sender of any such notice or other communication by the other party. If notice is sent by confirming telegram, cable, telex or facsimile sending device, it shall be deemed to have been given immediately. If notice is sent by first-class mail, it shall be deemed to have been given five days after it has been mailed. If notice is sent by messenger, it shall be deemed to have been given on the day it is delivered. 17. AMENDMENTS. This Agreement, or any term hereof, may be changed or waived only by a written amendment, signed by the party against whom enforcement of such change or waiver is sought. 18. DELEGATION; ASSIGNMENT. PNC Bank may assign its rights and delegate its duties hereunder to any wholly-owned direct or indirect subsidiary of PNC Bank, National Association or PNC Bank Corp., provided that (i) PNC Bank gives the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee) agrees with PNC Bank and the Fund to comply with all relevant provisions of the 1940 Act; and (iii) PNC Bank and such delegate (or assignee) promptly provide such information as the Fund may request, and respond to such questions as the Fund may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). 19. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 20. FURTHER ACTIONS. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. 21. MISCELLANEOUS. (a) Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof, provided that the parties may embody in one or more separate documents their agreement, if any, with respect to delegated duties and Oral Instructions. (b) Captions. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. (c) Governing Law. This Agreement shall be deemed to be a contract made in Pennsylvania and governed by Pennsylvania law, without regard to principles of conflicts of law. (d) Partial Invalidity. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (e) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. (f) Facsimile Signatures. The facsimile signature of any party to this Agreement shall constitute the valid and binding execution hereof by such party. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. PNC BANK, NATIONAL ASSOCIATION By:/s/ Sam Sparhawk, IV ------------------------- Title: Vice President --------------------- Harris Insight Funds Trust By: /s/ Patricia L. Bickimer ------------------------ Title: President --------------------- AUTHORIZED PERSONS APPENDIX NAME (TYPE) SIGNATURE - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ - ------------------------------------ ------------------------------------ EX-99.8.B 13 NOTICE TO CUSTODIAN EXHIBIT 8(B) HARRIS INSIGHT FUNDS TRUST 60 STATE STREET, SUITE 1300 BOSTON, MA 02109 January 21, 1997 PNC Bank, N.A. Broad & Chestnut Streets Philadelphia, Pennsylvania 19103 To Whom It May Concern: Reference is made to the Custodian Services Agreement between Harris Insight Funds Trust and PNC Bank, N.A. ("PNC") dated February 23, 1996 (the "Agreement"). This writing is to provide notice of the addition of a new series, Harris Insight Small-Cap Value Fund ("Small-Cap Value Fund") under the Trust. Small-Cap Value Fund is to be considered a Fund pursuant to the Agreement and shall be subject to the terms set forth thereunder. PNC shall be compensated for services rendered under the Agreement as is consistent with the Fee Letter Agreement dated July 1, 1996. Harris Insight Funds Trust requests that you act as Custodian with respect to Small-Cap Value Fund while continuing to act as Custodian on behalf of the other Funds of the Trust. If the foregoing is in accordance with your understanding, please so indicate by signing and returning to us the enclosed copy hereof. Sincerely, Harris Insight Funds Trust /s/ Richard W. Ingram -------------------------- Richard W. Ingram President Accepted: PNC Bank, N.A. /s/ Thomas J. Ryan ----------------------- By: Thomas J. Ryan EX-99.9.A.I 14 TRANSFER AGENCY SERVICES AGREEMENT EXHIBIT 9(a)(i) TRANSFER AGENCY SERVICES AGREEMENT THIS AGREEMENT is made as of July 1, 1996 by and between HARRIS TRUST AND SAVINGS BANK, an Illinois corporation ("Harris"), and THE HARRIS INSIGHT FUNDS TRUST, a Massachusetts business trust (the "Trust"). W I T N E S S E T H: WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, the Trust wishes to retain Harris to serve as transfer agent, registrar, dividend disbursing agent and shareholder servicing agent to its investment portfolios listed on Exhibit A attached hereto and made a part hereof, as such Exhibit A may be amended from time to time (each a "Portfolio"), and Harris wishes to furnish such services. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows: 1. DEFINITIONS. AS USED IN THIS AGREEMENT: (a) "1933 Act" means the Securities Act of 1933, as amended. (b) "1934 Act" means the Securities Exchange Act of 1934, as amended. (c) "Authorized Person" means any officer of the Trust and any other person duly authorized by the Trust's Board of Trustees to give Oral Instructions and Written Instructions on behalf of the Trust and listed on the Authorized Persons Appendix attached hereto and made a part hereof or any amendment thereto as may be received by Harris. An Authorized Person's scope of authority may be limited by the Trust by setting forth such limitation in the Authorized Persons Appendix. (d) "CEA" means the Commodities Exchange Act, as amended. (e) "Oral Instructions" mean oral instructions received by Harris from an Authorized Person or from a person reasonably believed by Harris to be an Authorized Person. (f) "SEC" means the Securities and Exchange Commission. (g) "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act and the CEA. (h) "Shares" mean the shares of beneficial interest of any series or class of the Trust. (i) "Written Instructions" mean written instructions signed by an Authorized Person and received by Harris. The instructions may be delivered by hand, mail, tested telegram, cable, telex or facsimile sending device. 2. APPOINTMENT. The Trust hereby appoints Harris to serve as transfer agent, registrar, dividend disbursing agent and shareholder servicing agent to the Trust in accordance with the terms set forth in this Agreement. Harris accepts such appointment and agrees to furnish such services. 3. DELIVERY OF DOCUMENTS. The Trust has provided or, where applicable, will provide Harris with the following: (a) Certified or authenticated copies of the resolutions of the Trust's Board of Trustees, approving the appointment of Harris or its affiliates to provide services to the Trust and approving this Agreement; (b) A copy of the Trust's most recent effective registration statement; (c) A copy of the advisory agreement with respect to each investment Portfolio of the Trust (each, a Portfolio); (d) A copy of the distribution agreement with respect to each class of Shares of the Trust; (e) A copy of each Portfolio's administration agreements if Harris is not providing the Portfolio with such services; (f) Copies of any shareholder servicing agreements made in respect of the Trust or a Portfolio; and (g) Copies (certified or authenticated where applicable) of any and all amendments or supplements to the foregoing. 4. COMPLIANCE WITH RULES AND REGULATIONS. Harris undertakes to comply with all applicable requirements of the Securities Laws and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by Harris hereunder. Except as specifically set forth herein, Harris assumes no responsibility for such compliance by the Trust or any of its investment portfolios. 5. INSTRUCTIONS. (a) Unless otherwise provided in this Agreement, Harris shall act only upon Oral Instructions and Written Instructions. (b) Harris shall be entitled to rely upon any Oral Instructions and Written Instructions it receives from an Authorized Person (or from a person reasonably believed by Harris to be an Authorized Person) pursuant to this Agreement. Harris may assume that any Oral Instruction or Written Instruction received hereunder is not in any way inconsistent with the provisions of organizational documents or this Agreement or of any vote, resolution or proceeding of the Trust's Board of Trustees or of the Trust's shareholders, unless and until Harris receives Written Instructions to the contrary. (c) The Trust agrees to forward to Harris Written Instructions confirming Oral Instructions so that Harris receives the Written Instructions by the close of business on the same day that such Oral Instructions are received. The fact that such confirming Written Instructions are not received by Harris shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions. Where Oral Instructions or Written Instructions reasonably appear to have been received from an Authorized Person, Harris shall incur no liability to the Trust in acting upon such Oral Instructions or Written Instructions provided that Harris's actions comply with the other provisions of this Agreement. 6. RIGHT TO RECEIVE ADVICE. (a) Advice of the Trust. If Harris is in doubt as to any action it should or should not take, Harris may request directions or advice, including Oral Instructions or Written Instructions, from the Trust. (b) Advice of Counsel. If Harris shall be in doubt as to any question of law pertaining to any action it should or should not take, Harris may request advice at its own cost from such counsel of its own choosing (who may be counsel for the Trust, the Trust's investment adviser or Harris, at the option of Harris). (c) Conflicting Advice. In the event of a conflict between directions, advice or Oral Instructions or Written Instructions Harris receives from the Trust, and the advice it receives from counsel, Harris may rely upon and follow the advice of counsel. In the event Harris so relies on the advice of counsel, Harris remains liable for any action or omission on the part of Harris which constitutes willful misfeasance, bad faith, negligence or reckless disregard by Harris of any duties, obligations or responsibilities set forth in this Agreement. (d) Protection of Harris. Harris shall be protected in any action it takes or does not take in reliance upon directions, advice or Oral Instructions or Written Instructions it receives from the Trust or from counsel and which Harris believes, in good faith, to be consistent with those directions, advice or Oral Instructions or Written Instructions. Nothing in this section shall be construed so as to impose an obligation upon Harris (i) to seek such directions, advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such directions, advice or Oral Instructions or Written Instructions unless, under the terms of another provision of this Agreement, the same is a condition of Harris's properly taking or not taking such action. Nothing in this subsection shall excuse Harris when an action or omission on the part of Harris constitutes willful misfeasance, bad faith, negligence or reckless disregard by Harris of any duties, obligations or responsibilities set forth in this Agreement. 7. RECORDS; VISITS. The books and records pertaining to the Trust, which are in the possession or under the control of Harris, shall be the property of the Trust. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Trust and Authorized Persons shall have access to such books and records at all times during Harris's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided by Harris to the Trust or to an Authorized Person, at the Trust's expense. 8. CONFIDENTIALITY. Harris agrees to keep confidential all records of the Trust and information relating to the Trust and its shareholders, unless the release of such records or information is otherwise consented to, in writing, by the Trust. The Trust agrees that such consent shall not be unreasonably withheld and may not be withheld where Harris may be exposed to civil or criminal contempt proceedings or when required to divulge such information or records to duly constituted authorities. 9. COOPERATION WITH ACCOUNTANTS. Harris shall cooperate with the Trust's independent public accountants and shall take all reasonable actions in the performance of its obligations under this Agreement to ensure that the necessary information is made available to such accountants for the expression of their opinion, as required by the Trust. 10. DISASTER RECOVERY. Harris shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment. In the event of equipment failures, Harris shall, at no additional expense to the Trust, exercise its best efforts in good faith to minimize service interruptions. Harris shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by Harris's own willful misfeasance, bad faith, negligence or reckless disregard of its duties or obligations under this Agreement. 11. COMPENSATION. As compensation for services rendered by Harris during the term of this Agreement, the Trust will pay to Harris a fee or fees as may be agreed to from time to time in writing by the Trust and Harris. 12. INDEMNIFICATION. The Trust agrees to indemnify and hold harmless Harris from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the Securities Laws and any state and foreign securities and blue sky laws, and amendments thereto), and expenses, including reasonable attorneys' fees and disbursements, arising directly or indirectly from any action or omission to act which Harris takes (i) at the request or on the direction of or in reliance on the advice of the Trust or (ii) upon Oral Instructions or Written Instructions. Harris shall not, however, be indemnified against any liability (or any expenses incident to such liability) arising out of Harris's or its affiliates' own willful misfeasance, bad faith, negligence or reckless disregard of its duties and obligations under this Agreement. 13. RESPONSIBILITY OF HARRIS. (a) Harris shall be under no duty to take any action on behalf of the Trust except as specifically set forth herein or as may be specifically agreed to by Harris in writing. Harris shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. Harris shall be liable for any damages arising out of Harris's failure to perform its duties under this Agreement to the extent such damages arise out of Harris's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) Harris, shall not be liable for losses beyond its control, provided that Harris has acted in accordance with the standard of care set forth above; and (ii) Harris shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which Harris reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond Harris's control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, Harris shall not be liable to the Trust for any consequential, special or indirect losses or damages which the Trust may incur or suffer by or as a consequence of Harris's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by Harris or its affiliates. 14. DESCRIPTION OF SERVICES (a) Services Provided on an Ongoing Basis, If Applicable. (i) Furnish state-by-state registration reports to the Trust; (ii) Calculate sales load, if any, or compensation payment, if applicable, and provide such information to the Trust; (iii) Calculate dealer commissions, if any, for the Trust, if applicable; (iv) Calculate 12b-1 payments; (v) Maintain proper shareholder registrations; (vi) Review new applications and correspond with shareholders to complete or correct information; (vii) Direct payment processing of checks or wires; (viii) Prepare and certify stockholder lists in conjunction with proxy solicitations; (ix) Countersign share certificates; (x) Prepare and mail to shareholders confirmation of activity; (xi) Provide toll-free lines for direct shareholder use, plus customer liaison staff for on-line inquiry response; (xii) Mail duplicate confirmations to broker-dealers of their clients' activity, whether executed through the broker-dealer or directly with Harris; (xiii) Provide periodic shareholder lists and statistics to the clients; (xiv) Provide detailed data for underwriter/broker confirmations; (xv) Prepare periodic mailing of year-end tax and statement information; (xvi) Notify on a timely basis the administrator, investment adviser, accounting agent, and custodian of fund activity; and (xvii) Perform other participating broker-dealer shareholder services as may be agreed upon from time to time. (b) Services Provided by Harris Under Oral Instructions or Written Instructions. (i) Accept and post daily Trust purchases and redemptions; (ii) Accept, post and perform shareholder transfers and exchanges; (iii) Pay dividends and other distributions; (iv) Solicit and tabulate proxies; and (v) Issue and cancel certificates (when requested in writing by the shareholder). (c) Purchase of Shares. Harris shall issue and credit an account of an investor, in the manner described in the Trust's prospectus, once it receives: (i) A purchase order; (ii) Proper information to establish a shareholder account; and (iii) Confirmation of receipt or crediting of funds for such order to the Trust's custodian. (d) Redemption of Shares. Harris shall redeem Shares only if that function is properly authorized by the certificate of incorporation or resolution of the Trust's Board of Trustees. Shares shall be redeemed and payment therefor shall be made in accordance with the Trust's prospectus, when the recordholder tenders Shares in proper form and directs the method of redemption. If the recordholder has not directed that redemption proceeds be wired, when the Custodian provides Harris with funds, the redemption check shall be sent to and made payable to the recordholder, unless: (i) the surrendered certificate is drawn to the order of an assignee or holder and transfer authorization is signed by the recordholder; or (ii) Transfer authorizations are signed by the recordholder when Shares are held in book-entry form. When a broker-dealer notifies Harris of a redemption desired by a customer, and the Custodian provides Harris with funds, Harris shall prepare and send the redemption check to the broker-dealer and made payable to the broker-dealer on behalf of its customer. (e) Dividends and Distributions. Upon receipt of a resolution of the Trust's Board of Trustees authorizing the declaration and payment of dividends and distributions, Harris shall issue dividends and distributions declared by the Trust in Shares, or, upon shareholder election, pay such dividends and distributions in cash, if provided for in the Trust's prospectus. Such issuance or payment, as well as payments upon redemption as described above, shall be made after deduction and payment of the required amount of funds to be withheld in accordance with any applicable tax laws or other laws, rules or regulations. Harris shall mail to the Trust's shareholders such tax forms and other information, or permissible substitute notice, relating to dividends and distributions paid by the Trust as are required to be filed and mailed by applicable law, rule or regulation. Harris shall prepare, maintain and file with the IRS and other appropriate taxing authorities reports relating to all dividends above a stipulated amount paid by the Trust to its shareholders as required by tax or other law, rule or regulation. (f) Shareholder Account Services. (i) Harris may arrange, in accordance with the prospectus, for issuance of Shares obtained through: - Any pre-authorized check plan; and - Direct purchases through broker wire orders, checks and applications. (ii) Harris may arrange, in accordance with the prospectus, for a shareholder's: - Exchange of Shares for shares of another fund with which the Trust has exchange privileges; - Automatic redemption from an account where that shareholder participates in a automatic redemption plan; and/or - Redemption of Shares from an account with a checkwriting privilege. (g) Communications to Shareholders. Upon timely Written Instructions, Harris shall mail all communications by the Trust to its shareholders, including: (i) Reports to shareholders; (ii) Confirmations of purchases and sales of Trust shares; (iii) Monthly or quarterly statements; (iv) Dividend and distribution notices; (v) Proxy material; and (vi) Tax form information. In addition, Harris will receive and tabulate the proxy cards for the meetings of the Trust's shareholders. (h) Records. Harris shall maintain records of the accounts for each shareholder showing the following information: (i) Name, address and United States Tax Identification or Social Security number; (ii) Number and class of Shares held and number and class of Shares for which certificates, if any, have been issued, including certificate numbers and denominations; (iii) Historical information regarding the account of each shareholder, including dividends and distributions paid and the date and price for all transactions on a shareholder's account; (iv) Any stop or restraining order placed against a shareholder's account; (v) Any correspondence relating to the current maintenance of a shareholder's account; (vi) Information with respect to withholdings; and (vii) Any information required in order for the transfer agent to perform any calculations contemplated or required by this Agreement. (i) Lost or Stolen Certificates. Harris shall place a stop notice against any certificate reported to be lost or stolen and comply with all applicable federal regulatory requirements for reporting such loss or alleged misappropriation. A new certificate shall be registered and issued only upon: (i) The shareholder's pledge of a lost instrument bond or such other appropriate indemnity bond issued by a surety company approved by Harris; and (ii) Completion of a release and indemnification agreement signed by the shareholder to protect Harris and its affiliates. (j) Shareholder Inspection of Stock Records. Upon a request from any Trust shareholder to inspect stock records, Harris will notify the Trust and the Trust will issue instructions granting or denying each such request. Unless Harris has acted contrary to the Trust's instructions, the Trust agrees to and does hereby, release Harris from any liability for refusal of permission for a particular shareholder to inspect the Trust's stock records. (k) Withdrawal of Shares and Cancellation of Certificates. Upon receipt of Written Instructions, Harris shall cancel outstanding certificates surrendered by the Trust to reduce the total amount of outstanding shares by the number of shares surrendered by the Trust. (k) In providing for any or all of the services in section 14 hereof, and in satisfaction or its obligations to provide such services, Harris may enter into agreements with one or more other persons to provide such services to the Trust, provided that any such agreement shall have been approved by the Board of Trustees of the Trust and provided further that Harris shall be as fully responsible to the Trust for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder. 15. DURATION AND TERMINATION. This Agreement shall continue until terminated by the Trust or by Harris on sixty (60) days' prior written notice to the other party. 16. NOTICES. All notices and other communications, including Written Instructions, shall be in writing or by confirming telegram, cable, telex or facsimile sending device. Notices shall be addressed (a) if to Harris, at 111 West Monroe Street, Chicago, IL 60690; (b) if to the Trust, at One Exchange Place, Tenth Floor, Boston, Massachusetts 02109 or (c) if to neither of the foregoing, at such other address as shall have been given by like notice to the sender of any such notice or other communication by the other party. If notice is sent by confirming telegram, cable, telex or facsimile sending device, it shall be deemed to have been given immediately. If notice is sent by first-class mail, it shall be deemed to have been given three days after it has been mailed. If notice is sent by messenger, it shall be deemed to have been given on the day it is delivered. 17. AMENDMENTS. This Agreement, or any term thereof, may be changed or waived only by a written amendment, signed by the party against whom enforcement of such change or waiver is sought. 18. DELEGATION; ASSIGNMENT. Subject to approval by the Trust's Board of Trustees, Harris may assign its rights and delegate its duties hereunder to any wholly-owned direct or indirect subsidiary of Harris Bankcorp, Inc., provided that (i) Harris gives the Trust sixty (60) days' prior written notice; (ii) the delegate (or assignee) agrees with the Trust and Harris to comply with all relevant provisions of the 1940 Act; (iii) Harris remains responsible for the performance of its duties hereunder by such delegate (or assignee); (iv) the delegate (or assignee) possesses expertise comparable to or greater than that of Harris in providing the services required hereunder; and (v) Harris and such delegate (or assignee) promptly provide such information as the Trust or Harris may request, and respond to such questions as the Trust or Harris may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). 19. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 20. FURTHER ACTIONS. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. 21. MISCELLANEOUS. (a) Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof, provided that the parties may embody in one or more separate documents their agreement, if any, with respect to delegated duties and Oral Instructions. (b) Captions. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. (c) Governing Law. This Agreement shall be deemed to be a contract made in Delaware and governed by Delaware law, without regard to principles of conflicts of law. (d) Partial Invalidity. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (e) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. (f) Facsimile Signatures. The facsimile signature of any party to this Agreement shall constitute the valid and binding execution hereof by such party. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. HARRIS TRUST AND SAVINGS BANK By: /s/ Peter P. Capaccio ------------------------- Title: Senior Vice President ---------------------- THE HARRIS INSIGHT FUNDS TRUST By: /s/ Richard W. Ingram -------------------------- Title: President ----------------------- EXHIBIT A --------- THIS EXHIBIT A, dated as of July 1, 1996, is Exhibit A to that certain Transfer Agency Services Agreement dated as of July 1, 1996 between Harris Trust Savings Bank and The Harris Insight Funds Trust. PORTFOLIOS ---------- 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 Tax-Exempt Bond Fund Harris Insight Tax-Exempt Intermediate Bond AUTHORIZED PERSONS APPENDIX NAME (TYPE) SIGNATURE Peter P. Capaccio /s/ Peter P. Cappacio --------------------- Lynn M. Gannon /s/ Lynn M. Gannon ------------------ Ishwar D. Gupta /s/ Ishwar D. Gutpa ------------------- Donald G. Coxe /s/ Donald G. Coxe ------------------ Thomas M. Corkill /s/ Thomas M. Corkill --------------------- James E. Depies /s/ James E. Depies ------------------- William O. Leszinske /s/ William O. Leszinske ------------------------ Douglas G. Madigan /s/ Douglas G. Madigan ---------------------- Daniel L. Sido /s/ Daniel L. Sido ------------------ Laura D. Alter /s/ Laura D. Alter ------------------ Kathleen Bramlage /s/ Kathleen Bramlage --------------------- Fred Duda /s/ Fred Duda ------------- Randall T. Royther /s/ Randall T. Royther ---------------------- Maureen Svagera /s/ Maureen Svagera ------------------- EX-99.9(A)(II) 15 FORM OF NOTICE TO THE TRANSFER AGENT EXHIBIT 9(a)(ii) HARRIS INSIGHT FUNDS TRUST 60 State Street, Suite 1300 Boston, MA 02109 January 21, 1997 Harris Trust and Savings Bank 111 West Monroe Street Chicago, Illinois 60603 To Whom It May Concern: Reference is made to the notice provisions of the following agreements on behalf of Harris Insight Funds Trust (the "Trust"): the Sub-Administration and Accounting Services Agreement between Harris Trust and Savings Bank ("Harris") and PFPC Inc. ("PFPC") dated July 1, 1996; the Sub-Transfer Agency Services Agreement between Harris and PFPC dated July 1, 1996; the Portfolio Management Agreement between Harris and Harris Investment Management, Inc. dated February 23, 1996; the Sub-Administration Agreement between Harris and Funds Distributor Inc. dated July 1, 1996; the Transfer Agency Agreement between Harris and the Trust dated July 1, 1996; and the Administration Agreement between Harris and the Trust dated July 1, 1996 (each an "Agreement," and collectively, the "Agreements"). This writing is to provide notice of the addition of a new series, Harris Insight Small-Cap Value Fund ("Small-Cap Value Fund") under the Trust. Small-Cap Value Fund is to be considered a Fund under each Agreement or to Exhibit A, if applicable, and shall be subject to the terms set forth under the Agreements unless otherwise provided herein. Harris shall be compensated for services rendered under Agreements as is consistent with the particular agreement, or the Fee Letter Agreement dated July 1, 1996, whichever applicable. The Trust requests that you act in the capacity of Administrator and Transfer Agent with respect to Small-Cap Value Fund while continuing to act as Administrator and Transfer Agent with respect to the Funds named in the Agreements or to Exhibits A to the Agreements, if applicable. If the foregoing is in accordance with your understanding, please so indicate by signing and returning to us the enclosed copy hereof. Sincerely, Harris Insight Funds Trust ----------------------------- Richard W. Ingram President Accepted: Harris Trust and Savings Bank ----------------------------- By: EX-99.9.B.I 16 SUB-TRANSFER AGENCY SERVICES AGREEMENT EXHIBIT 9(b)(i) SUB-TRANSFER AGENCY SERVICES AGREEMENT -------------------------------------- THIS AGREEMENT is made as of July 1, 1996 by and among HARRIS TRUST AND SAVINGS BANK, an Illinois corporation ("Harris") and PFPC INC., a Delaware corporation ("PFPC"). W I T N E S S E T H: WHEREAS, Harris Insight Funds Trust, a Massachusetts business trust (the "Trust"), is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, Harris has entered into a Transfer Agency Services Agreement dated July 1, 1996, with the Trust (the "Transfer Agency Services Agreement"), concerning the provision of services as transfer agent, registrar, dividend disbursing agent and shareholder servicing agent to its investment portfolios; WHEREAS, Harris wishes to retain PFPC to serve as sub-transfer agent, registrar, dividend disbursing agent and shareholder servicing agent to the Trust's investment portfolios listed on Exhibit A attached hereto and made a part hereof, as such Exhibit A may be amended from time to time (each a "Portfolio"), and PFPC wishes to furnish such services. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows: 1. DEFINITIONS. AS USED IN THIS AGREEMENT: (a) "1933 Act" means the Securities Act of 1933, as amended. (b) "1934 Act" means the Securities Exchange Act of 1934, as amended. (c) "Authorized Person" means any officer of the Trust and any other person duly authorized by the Trust's Board of Trustees to give Oral Instructions and Written Instructions on behalf of the Trust and listed on the Authorized Persons Appendix attached hereto and made a part hereof or any amendment thereto as may be received by PFPC. An Authorized Person's scope of authority may be limited by the Trust by setting forth such limitation in the Authorized Persons Appendix. (d) "CEA" means the Commodities Exchange Act, as amended. (e) "Oral Instructions" mean oral instructions received by PFPC from an Authorized Person or from a person reasonably believed by PFPC to be an Authorized Person. (f) "SEC" means the Securities and Exchange Commission. (g) "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act and the CEA. (h) "Shares" mean the shares of beneficial interest of any series or class of the Trust. (i) "Written Instructions" mean written instructions signed by an Authorized Person and received by PFPC. The instructions may be delivered by hand, mail, tested telegram, cable, telex or facsimile sending device. 2. APPOINTMENT. Harris hereby appoints PFPC to serve as sub-transfer agent, registrar, dividend disbursing agent and shareholder servicing agent to the Portfolios in accordance with the terms set forth in this Agreement. PFPC accepts such appointment and agrees to furnish such services. 3. DELIVERY OF DOCUMENTS. The Trust or Harris has provided or, where applicable, will provide PFPC with the following: (a) Certified or authenticated copies of the resolutions of the Board of Trustees, approving the appointment of PFPC or its affiliates to provide services to the Trust and approving this Agreement; (b) A copy of the Trust's most recent effective registration statement; (c) A copy of the advisory agreement with respect to each Portfolio; (d) A copy of the distribution agreement with respect to each class of Shares of the Trust; (e) A copy of each Portfolio's administration agreements if PFPC is not providing the Portfolio with such services; (f) Copies of any shareholder servicing agreements made in respect of a Portfolio; and (g) Copies (certified or authenticated where applicable) of any and all amendments or supplements to the foregoing. 4. COMPLIANCE WITH RULES AND REGULATIONS. PFPC undertakes to comply with all applicable requirements of the Securities Laws and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by PFPC hereunder. Except as specifically set forth herein, PFPC assumes no responsibility for such compliance by the Fund or any of its investment portfolios. 5. INSTRUCTIONS. (a) Unless otherwise provided in this Agreement, PFPC shall act only upon Oral Instructions and Written Instructions. (b) PFPC shall be entitled to rely upon any Oral Instructions and Written Instructions it receives from an Authorized Person (or from a person reasonably believed by PFPC to be an Authorized Person) pursuant to this Agreement. PFPC may assume that any Oral Instruction or Written Instruction received hereunder is not in any way inconsistent with the provisions of organizational documents or this Agreement or of any vote, resolution or proceeding of the Trust's Board of Trustees or of the Trust's shareholders, unless and until PFPC receives Written Instructions to the contrary. (c) The Trust will forward to PFPC Written Instructions confirming Oral Instructions so that PFPC receives the Written Instructions by the close of business on the same day that such Oral Instructions are received. The fact that such confirming Written Instructions are not received by PFPC shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions. Where Oral Instructions or Written Instructions reasonably appear to have been received from an Authorized Person, PFPC shall incur no liability to Harris in acting upon such Oral Instructions or Written Instructions provided that PFPC's actions comply with the other provisions of this Agreement. 6. RIGHT TO RECEIVE ADVICE. (a) Advice of the Fund. If PFPC is in doubt as to any action it should or should not take, PFPC may request directions or advice, including Oral Instructions or Written Instructions, from Harris. (b) Advice of Counsel. If PFPC shall be in doubt as to any question of law pertaining to any action it should or should not take, PFPC may request advice at its own cost from such counsel of its own choosing (who may be counsel for Harris or PFPC, at the option of PFPC). (c) Conflicting Advice. In the event of a conflict between directions, advice or Oral Instructions or Written Instructions PFPC receives from Harris, and the advice it receives from counsel, PFPC may rely upon and follow the advice of counsel. In the event PFPC so relies on the advice of counsel, PFPC remains liable for any action or omission on the part of PFPC which constitutes willful misfeasance, bad faith, negligence or reckless disregard by PFPC of any duties, obligations or responsibilities set forth in this Agreement. (d) Protection of PFPC. PFPC shall be protected in any action it takes or does not take in reliance upon directions, advice or Oral Instructions or Written Instructions it receives from Harris or from counsel and which PFPC believes, in good faith, to be consistent with those directions, advice or Oral Instructions or Written Instructions. Nothing in this section shall be construed so as to impose an obligation upon PFPC (i) to seek such directions, advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such directions, advice or Oral Instructions or Written Instructions unless, under the terms of another provision of this Agreement, the same is a condition of PFPC's properly taking or not taking such action. Nothing in this subsection shall excuse PFPC when an action or omission on the part of PFPC constitutes willful misfeasance, bad faith, negligence or reckless disregard by PFPC of any duties, obligations or responsibilities set forth in this Agreement. 7. RECORDS; VISITS. The books and records pertaining to the Trust, which are in the possession or under the control of PFPC, shall be the property of the Trust. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Trust and Authorized Persons shall have access to such books and records at all times during PFPC's normal business hours. Upon the reasonable request of Harris or the Trust, copies of any such books and records shall be provided by PFPC to Harris or the Trust or to an Authorized Person, at the Trust's expense. 8. CONFIDENTIALITY. PFPC agrees to keep confidential all records of the Trust and information relating to the Trust and its shareholders, unless the release of such records or information is otherwise consented to, in writing, by Harris. Harris agrees that such consent shall not be unreasonably withheld and may not be withheld where PFPC may be exposed to civil or criminal contempt proceedings or when required to divulge such information or records to duly constituted authorities. 9. COOPERATION WITH ACCOUNTANTS. PFPC shall cooperate with the Trust's independent public accountants and shall take all reasonable actions in the performance of its obligations under this Agreement to ensure that the necessary information is made available to such accountants for the expression of their opinion, as required by the Trust. 10. DISASTER RECOVERY. PFPC shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment. In the event of equipment failures, PFPC shall, at no additional expense to Harris, exercise its best efforts in good faith to minimize service interruptions. PFPC shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by PFPC's own willful misfeasance, bad faith, negligence or reckless disregard of its duties or obligations under this Agreement. 11. COMPENSATION. As compensation for services rendered by PFPC during the term of this Agreement, Harris will pay to PFPC a fee or fees as may be agreed to from time to time in writing by Harris and PFPC. 12. INDEMNIFICATION. Harris agrees to indemnify and hold harmless PFPC from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the Securities Laws and any state and foreign securities and blue sky laws, and amendments thereto), and expenses, including reasonable attorneys' fees and disbursements, arising directly or indirectly from any action or omission to act which PFPC takes (i) at the request or on the direction of or in reliance on the advice of Harris or (ii) upon Oral Instructions or Written Instructions. PFPC shall not, however, be indemnified against any liability (or any expenses incident to such liability) arising out of PFPC's or its affiliates' own willful misfeasance, bad faith, negligence or reckless disregard of its duties and obligations under this Agreement. 13. RESPONSIBILITY OF PFPC. (a) PFPC shall be under no duty to take any action on behalf of Harris or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC, shall not be liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC's control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, PFPC shall not be liable to Harris, the Trust or any Portfolio for any consequential, special or indirect losses or damages which Harris may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. 14. DESCRIPTION OF SERVICES. (a) Services Provided on an Ongoing Basis, If Applicable. (i) Calculate 12b-1 payments; (ii) Maintain proper shareholder registrations; (iii) Review new applications and correspond with shareholders to complete or correct information; (iv) Direct payment processing of checks or wires; (v) Prepare and certify stockholder lists in conjunction with proxy solicitations; (vi) Countersign share certificates; (vii) Prepare and mail to shareholders confirmation of activity; (viii) Provide toll-free lines for direct shareholder use, plus customer liaison staff for on-line inquiry response; (ix) Mail duplicate confirmations to broker-dealers of their clients' activity, whether executed through the broker-dealer or directly with PFPC; (x) Provide periodic shareholder lists and statistics to the clients; (xi) Provide detailed data for underwriter/broker confirmations; (xii) Prepare periodic mailing of year-end tax and statement information; (xiii) Notify on a timely basis the administrator, investment adviser, accounting agent, and custodian of fund activity; and (xiv) Perform other participating broker-dealer shareholder services as may be agreed upon from time to time. (b) Services Provided by PFPC Under Oral Instructions or Written Instructions. (i) Accept and post daily Portfolio purchases and redemptions; (ii) Accept, post and perform shareholder transfers and exchanges; (iii) Pay dividends and other distributions; (iv) Solicit and tabulate proxies; and (v) Issue and cancel certificates (when requested in writing by the shareholder). (c) Purchase of Shares. PFPC shall issue and credit an account of an investor, in the manner described in the Fund's prospectus once it receives: (i) A purchase order; (ii) Proper information to establish a shareholder account; and (iii) Confirmation of receipt or crediting of funds for such order to the Trust's custodian. (d) Redemption of Shares. PFPC shall redeem Shares only if that function is properly authorized by the certificate of incorporation or resolution of the Trust's Board of Trustees. Shares shall be redeemed and payment therefor shall be made in accordance with the Trust's prospectus, when the recordholder tenders Shares in proper form and directs the method of redemption. If the recordholder has not directed that redemption proceeds be wired, when the Custodian provides PFPC with funds, the redemption check shall be sent to and made payable to the recordholder, unless: (i) the surrendered certificate is drawn to the order of an assignee or holder and transfer authorization is signed by the recordholder; or (ii) Transfer authorizations are signed by the recordholder when Shares are held in book-entry form. When a broker-dealer notifies PFPC of a redemption desired by a customer, and the Custodian provides PFPC with funds, PFPC shall prepare and send the redemption check to the broker-dealer and made payable to the broker-dealer on behalf of its customer. (e) Dividends and Distributions. Upon receipt of a resolution of the Trust's Board of Trustees authorizing the declaration and payment of dividends and distributions, PFPC shall issue dividends and distributions declared by the Trust in Shares, or, upon shareholder election, pay such dividends and distributions in cash, if provided for in the Trust's prospectus. Such issuance or payment, as well as payments upon redemption as described above, shall be made after deduction and payment of the required amount of funds to be withheld in accordance with any applicable tax laws or other laws, rules or regulations. PFPC shall mail to the Trust's shareholders such tax forms and other information, or permissible substitute notice, relating to dividends and distributions paid by the Trust as are required to be filed and mailed by applicable law, rule or regulation. PFPC shall prepare, maintain and file with the IRS and other appropriate taxing authorities reports relating to all dividends above a stipulated amount paid by the Trust to its shareholders as required by tax or other law, rule or regulation. (f) Shareholder Account Services. (i) PFPC may arrange, in accordance with the prospectus, for issuance of Shares obtained through: - Any pre-authorized check plan; and - Direct purchases through broker wire orders, checks and applications. (ii) PFPC may arrange, in accordance with the prospectus, for a shareholder's: - Exchange of Shares for shares of another fund with which the Trust has exchange privileges; - Automatic redemption from an account where that shareholder participates in a automatic redemption plan; and/or - Redemption of Shares from an account with a checkwriting privilege. (g) Communications to Shareholders. Upon timely Written Instructions, PFPC shall mail all communications by the Trust to its shareholders, including: (i) Reports to shareholders; (ii) Confirmations of purchases and sales of Trust shares; (iii) Monthly or quarterly statements; (iv) Dividend and distribution notices; (v) Proxy material; and (vi) Tax form information. In addition, PFPC will receive and tabulate the proxy cards for the meetings of the Trust's shareholders. (h) Records. PFPC shall maintain records of the accounts for each shareholder showing the following information: (i) Name, address and United States Tax Identification or Social Security number; (ii) Number and class of Shares held and number and class of Shares for which certificates, if any, have been issued, including certificate numbers and denominations; (iii) Historical information regarding the account of each shareholder, including dividends and distributions paid and the date and price for all transactions on a shareholder's account; (iv) Any stop or restraining order placed against a shareholder's account; (v) Any correspondence relating to the current maintenance of a shareholder's account; (vi) Information with respect to withholdings; and (vii) Any information required in order for the transfer agent to perform any calculations contemplated or required by this Agreement. (i) Lost or Stolen Certificates. PFPC shall place a stop notice against any certificate reported to be lost or stolen and comply with all applicable federal regulatory requirements for reporting such loss or alleged misappropriation. A new certificate shall be registered and issued only upon: (i) The shareholder's pledge of a lost instrument bond or such other appropriate indemnity bond issued by a surety company approved by PFPC; and (ii) Completion of a release and indemnification agreement signed by the shareholder to protect PFPC and its affiliates. (j) Shareholder Inspection of Stock Records. Upon a request from any Trust shareholder to inspect stock records, PFPC will notify Harris and Harris will issue instructions granting or denying each such request. Unless PFPC has acted contrary to Harris's instructions, Harris agrees to and does hereby, release PFPC from any liability for refusal of permission for a particular shareholder to inspect the Trust's stock records. (k) Withdrawal of Shares and Cancellation of Certificates. Upon receipt of Written Instructions, PFPC shall cancel outstanding certificates surrendered by the Trust to reduce the total amount of outstanding shares by the number of shares surrendered by the Trust. 15. DURATION AND TERMINATION. This Agreement shall continue until terminated by Harris or by PFPC on sixty (60) days' prior written notice to the other party. 16. NOTICES. All notices and other communications, including Written Instructions, shall be in writing or by confirming telegram, cable, telex or facsimile sending device. Notices shall be addressed (a) if to PFPC, at 400 Bellevue Parkway, Wilmington, Delaware 19809; (b) if to Harris, at Harris Trust and Savings Bank, 111 West Monroe Street, Chicago, Illinois 60690, Attention: Peter P. Capaccio, Senior Vice President, with a copy to the Trust at One Exchange Place, Tenth Floor, Boston, Massachusetts 02109; or (c) if to neither of the foregoing, at such other address as shall have been given by like notice to the sender of any such notice or other communication by the other party. If notice is sent by confirming telegram, cable, telex or facsimile sending device, it shall be deemed to have been given immediately. If notice is sent by first-class mail, it shall be deemed to have been given three days after it has been mailed. If notice is sent by messenger, it shall be deemed to have been given on the day it is delivered. 17. AMENDMENTS. This Agreement, or any term thereof, may be changed or waived only by a written amendment, signed by the party against whom enforcement of such change or waiver is sought. 18. DELEGATION; ASSIGNMENT. PFPC may assign its rights and delegate its duties hereunder to any wholly-owned direct or indirect subsidiary of PNC Bank, National Association or PNC Bank Corp., provided that (i) PFPC gives Harris ninety (90) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and Harris to comply with all relevant provisions of the 1940 Act; (iii) PFPC remains responsible for the performance of its duties hereunder by such delegate (or assignee); (iv) the delegate (or assignee) possesses expertise comparable to or greater than that of PFPC in providing the services required hereunder; and (v) PFPC and such delegate (or assignee) promptly provide such information as Harris or the Trust may request, and respond to such questions as Harris or the Trust may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). 19. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 20. FURTHER ACTIONS. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. 21. MISCELLANEOUS. (a) Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof, provided that the parties may embody in one or more separate documents their agreement, if any, with respect to delegated duties and Oral Instructions. (b) Captions. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. (c) Governing Law. This Agreement shall be deemed to be a contract made in Delaware and governed by Delaware law, without regard to principles of conflicts of law. (d) Partial Invalidity. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (e) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. (f) Facsimile Signatures. The facsimile signature of any party to this Agreement shall constitute the valid and binding execution hereof by such party. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. HARRIS TRUST AND SAVINGS BANK By: /s/ Peter P. Capaccio -------------------------- Title: Senior Vice President ----------------------- PFPC INC. By: /s/ Robert J. Perlsweig --------------------------- Title: Executive Vice President ------------------------ EXHIBIT A --------- THIS EXHIBIT A, dated as of July 1, 1996, is Exhibit A to that certain Sub-Transfer Agency Services Agreement dated as of July 1, 1996 between HARRIS TRUST AND SAVINGS BANK and PFPC INC. PORTFOLIOS ---------- 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 Tax-Exempt Bond Fund Harris Insight Tax-Exempt Intermediate Bond AUTHORIZED PERSONS APPENDIX NAME (TYPE) SIGNATURE Peter P. Capaccio /s/ Peter P. Cappacio --------------------- Lynn M. Gannon /s/ Lynn M. Gannon ------------------ Ishwar D. Gupta /s/ Ishwar D. Gutpa ------------------- Donald G. Coxe /s/ Donald G. Coxe ------------------ Thomas M. Corkill /s/ Thomas M. Corkill --------------------- James E. Depies /s/ James E. Depies ------------------- William O. Leszinske /s/ William O. Leszinske ------------------------ Douglas G. Madigan /s/ Douglas G. Madigan ---------------------- Daniel L. Sido /s/ Daniel L. Sido ------------------ Laura D. Alter /s/ Laura D. Alter ------------------ Kathleen Bramlage /s/ Kathleen Bramlage --------------------- Fred Duda /s/ Fred Duda ------------- Randall T. Royther /s/ Randall T. Royther ---------------------- Maureen Svagera /s/ Maureen Svagera ------------------- EX-99.9.B.II 17 NOTICE TO SUB-TRANSFER AGENT EXHIBIT 9(B)(II) HARRIS INSIGHT FUNDS TRUST 60 STATE STREET, SUITE 1300 BOSTON, MA 02109 January 21, 1997 PFPC Inc. 103 Bellevue Parkway Wilmington, Delaware 19809 To Whom It May Concern: Reference is made to the Sub-Administration and Accounting Services Agreement on behalf of Harris Insight Funds Trust (the "Trust") between Harris Trust and Savings Bank and PFPC Inc. ("PFPC") dated July 1, 1996 and to the Sub-Transfer Agency Services Agreement between Harris Trust and Savings Bank and PFPC dated July 1, 1996 (each an "Agreement," and collectively the "Agreements"). This writing is to provide notice of the addition of a new series, Harris Insight Small-Cap Value Fund ("Small-Cap Value Fund") under the Trust. Small-Cap Value Fund is to be considered a Fund under Exhibit A of each Agreement and shall be subject to the terms set forth under the Agreements unless otherwise provided herein. PFPC shall be compensated for services rendered under the Agreements as is consistent with the Fee Letter Agreement dated July 1, 1996. The Trust requests that you act in the capacity of Sub-Administrator and Accounting Services Agent and Transfer Agent with respect to Small-Cap Value Fund while continuing to act as Sub-Administrator and Accounting Services Agent, and Transfer Agent with respect to the Funds named in Exhibits A to the Agreements. If the foregoing is in accordance with your understanding, please so indicate by signing and returning to us the enclosed copy hereof. Sincerely, Harris Insight Funds Trust /s/ Richard W. Ingram ---------------------- Richard W. Ingram President Accepted: PFPC Inc. /s/ Thomas J. Ryan ---------------------- By: Thomas J. Ryan EX-99.9.C.I 18 ADMINISTRATION AGREEMENT EXHIBIT 9(C)(I) ADMINISTRATION AGREEMENT AGREEMENT made as of the 1st day of July, 1996 by and between Harris Insight Funds Trust, a Massachusetts business trust (the "Trust"), on its own behalf and on behalf of each of the Funds listed on Schedule A, as such Schedule shall be amended from time to time (each, a "Fund," together, the "Funds"), and Harris Trust & Savings Bank, an Illinois Corporation (the "Administrator"). WITNESSETH: WHEREAS, the Trust is registered as an open-end diversified management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, the Trust, on behalf of each individual Fund, and the Administrator are also parties to Advisory Contracts (the "Advisory Contracts") pursuant to which Harris Trust & Savings Bank will serve as investment adviser (the "Investment Adviser") to the Funds; and WHEREAS, the Trust desires to retain the Administrator to render or otherwise provide for administrative services in the manner and on the terms and conditions hereafter set forth; and WHEREAS, the Administrator desires to be so retained on said terms and conditions. NOW, THEREFORE, in consideration of the promises and the mutual covenants hereinafter contained, the Trust and the Administrator agree as follows: 1. Appointment and Acceptance. The Trust hereby appoints Harris Trust & Savings Bank to act as Administrator of the Funds, subject to the supervision and direction of the Board of Trustees of the Trust, as hereinafter set forth. The Administrator hereby accepts such appointment and agrees to furnish or cause to be furnished the services contemplated by this Agreement. 2. Duties of the Administrator. (a) The Administrator shall perform or arrange for the performance of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of the Trust as required by law or otherwise for the proper operation of the Trust; (ii) prepare and, subject to approval by the Trust, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state "blue sky" laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state "blue sky" laws, and oversee the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of each Fund's shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding the Trust; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others, including the custodian, registrar, transfer agent and dividend disbursing agent, shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable; (vi) furnish corporate secretarial services to the Trust, including, without limitation, preparation of materials necessary in connection with meetings of the Trust's Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide the Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide the Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund's expenses; (x) provide routine accounting services to the Funds, and consult with the Trust's officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of the Trust; (xi) prepare such financial information and reports as may be required by any banks from which the Trust borrows funds; (xii) develop and implement procedures to monitor each Fund's compliance with regulatory requirements and with each Fund's investment policies and restrictions as set forth in each Fund's currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of the Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; and (xiv) provide such assistance to the Investment Adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of the Trust. The Trust agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator's performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, the Trust, and not the Administrator, shall be responsible for and bear the cost of any third party pricing services and any third party blue sky services. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons to provide such services to the Trust, provided that any such agreement shall have been approved by the Board of Trustees of the Trust, and provided further that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder. (c) All activities of the Administrator shall be conducted in accordance with the Trust's Declaration of Trust, By-laws and prospectus, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations. 3. Expenses of the Administrator. The Administrator assumes the expenses of and shall pay for maintaining the staff and personnel necessary to perform its obligations under this Agreement, and shall at its own expense provide office space, facilities, equipment and the necessary personnel which it is obligated to provide under section 2 hereof, except that the Trust shall pay the expenses of legal counsel and accountants. In addition, the Administrator shall be responsible for the payment of any persons engaged pursuant to section 2(b) hereof. The Trust shall assume and pay or cause to be paid all other expenses of the Funds. 4. Compensation of the Administrator. For the services provided to the Trust and each Fund by the Administrator pursuant to this Agreement, each Fund shall pay the Administrator for its services, a fee in accordance with the terms set forth in the Fee Letter Agreement dated as of July 1, 1996 relating to services to be provided to the Trust and HT Insight Funds, Inc. d/b/a Harris Insight Funds, a Maryland Corporation (the "Company"), and executed by the Trust, the Company, the Administrator, Funds Distributor, Inc. (the sub-administrator), PFPC, Inc. (the sub-administrator and accounting services agent) and PNC Bank, N.A. (the custodian), as the same may be amended from time to time. 5. Limitation of Liability of the Administrator; Indemnification. The Administrator shall not be liable to the Trust or any Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator, or any persons engaged pursuant to section 2(b) hereof, including officers, agents and employees of the Administrator and its affiliates, in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Trust, a Fund, or shareholders to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or reckless disregard of its obligations and duties hereunder. 6. Activities of the Administrator. The services of the Administrator under this Agreement are not to be deemed exclusive, and the Administrator and any person controlled by or under common control with the Administrator shall be free to render similar services to others and services to the Trust in other capacities. 7. Duration and Termination of this Agreement. (a) This Agreement shall become effective as of the date first above written and shall continue in effect with respect to each Fund for a period of two (2) years from the date hereof, and thereafter from year to year so long as such continuation is specifically approved at least annually by the Board of Trustees of the Trust, including a majority of the Trustees who are not "interested persons" of the Trust within the meaning of the 1940 Act and who have no direct or indirect interest in this Agreement; provided, however, that this Agreement may be terminated at any time without the payment of any penalty, on behalf of any or all of the Funds, by the Trust, by the Board or, with respect to any Fund, by "vote of a majority of the outstanding voting securities" (as defined in the 1940 Act) of that Fund, or by the Administrator on not less than 60 days' written notice to the other party. This Agreement shall automatically terminate in the event of its "assignment" as defined in the 1940 Act. (b) The Administrator hereby agrees that the books and records prepared hereunder with respect to the Trust are the property of the Trust and further agrees that upon the termination of this Agreement or otherwise upon request the Administrator will surrender promptly to the Trust copies of the books and records maintained or required to be maintained hereunder, including in such machine-readable form as agreed upon by the parties, in accordance with industry practice, where applicable. 8. Amendments of this Agreement. This Agreement may be amended by the parties hereto only if such amendment is specifically approved by the Board of Trustees of the Trust and such amendment is set forth in a written instrument executed by each of the parties hereto. 9. Governing Law. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Illinois as at the time in effect and the applicable provisions of the 1940 Act. To the extent that the applicable law of the State of Illinois, or any provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control. 10. Counterparts. This Agreement may be executed by the parties hereto in counterparts and if so executed, the separate instruments shall constitute one agreement. 11. Notices. All notices or other communications hereunder to either party shall be in writing and shall be deemed to be received on the earlier date of the date actually received or on the fourth day after the postmark if such notice is mailed first class postage prepaid. Notice shall be addressed: (a) if to the Administrator, to the attention of: Peter P. Capaccio, Senior Vice President, Harris Trust & Savings Bank, 111 West Monroe Street, Chicago, IL 60603; or (b) if to the Trust, to the attention of: President, Harris Insight Funds Trust, One Exchange Place, Tenth Floor, Boston, MA 02109 or at such other address as either party may designate by written notice to the other. Notice shall also be deemed sufficient if given by telex, telecopier, telegram or similar means of same day delivery (with a confirming copy by mail as provided herein). 12. Separate Funds. This Agreement shall be construed to be made by the Trust as a separate agreement with respect to each Fund, and under no circumstances shall the rights, obligations or remedies with respect to a particular Fund be deemed to constitute a right, obligation or remedy applicable to any other Fund. 13. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior arrangements, agreements or understandings. 14. Limitation of Liability. The names "Harris Insight Funds Trust" and "Trustees of Harris Insight Funds Trust" refer respectively to the Trust created and the Trustees as trustees but not individually or personally, acting from time to time under a Declaration of Trust dated December 6, 1995 which is hereby referred to and a copy of which is on file at the office of the Secretary of State of the Commonwealth of Massachusetts and at the principal office of the Trust. The obligations of "Harris Insight Funds Trust" entered into in the name or on behalf thereof by any of the Trustees, officers, representatives or agents are not made individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, officers, representatives or agents of the Trust personally, but bind only the Trust property, and all persons dealing with any class of shares of the Trust must look solely to the Trust property belonging to such class for the enforcement of any claims against the Trust. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. HARRIS INSIGHT FUNDS TRUST By: /s/ Richard W. Ingram -------------------------- Name: Richard W. Ingram -------------------------- Title:President -------------------------- HARRIS TRUST & SAVINGS BANK By: /s/ Peter P. Capaccio -------------------------- Name: Peter P. Capaccio -------------------------- Title:Senior Vice President -------------------------- Dated: July 1, 1996 SCHEDULE A TO THE AGREEMENT BETWEEN HARRIS INSIGHT FUNDS TRUST AND HARRIS TRUST & SAVINGS BANK NAME OF FUND - ------------ HARRIS INSIGHT FUNDS TRUST 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 Harris Insight Tax-Exempt Bond Fund HARRIS INSIGHT FUNDS TRUST By: /s/ Richard W. Ingram ------------------------- Name: Richard W. Ingram ------------------------- Title: President ------------------------- HARRIS TRUST & SAVINGS BANK By: /s/ Peter P. Capaccio ------------------------- Name: Peter P. Capaccio ------------------------- Title: Senior Vice President ------------------------- EX-99.9(C)(II) 19 FORM OF NOTICE TO THE ADMINISTRATOR EXHIBIT 9(c)(ii) HARRIS INSIGHT FUNDS TRUST 60 STATE STREET, SUITE 1300 BOSTON, MA 02109 January 21, 1997 Harris Trust and Savings Bank 111 West Monroe Street Chicago, Illinois 60603 To Whom It May Concern: Reference is made to the notice provisions of the following agreements on behalf of Harris Insight Funds Trust (the "Trust"): the Sub-Administration and Accounting Services Agreement between Harris Trust and Savings Bank ("Harris") and PFPC Inc. ("PFPC") dated July 1, 1996; the Sub-Transfer Agency Services Agreement between Harris and PFPC dated July 1, 1996; the Portfolio Management Agreement between Harris and Harris Investment Management, Inc. dated February 23, 1996; the Sub-Administration Agreement between Harris and Funds Distributor Inc. dated July 1, 1996; the Transfer Agency Agreement between Harris and the Trust dated July 1, 1996; and the Administration Agreement between Harris and the Trust dated July 1, 1996 (each an "Agreement," and collectively, the "Agreements"). This writing is to provide notice of the addition of a new series, Harris Insight Small-Cap Value Fund ("Small-Cap Value Fund") under the Trust. Small-Cap Value Fund is to be considered a Fund under each Agreement or to Exhibit A, if applicable, and shall be subject to the terms set forth under the Agreements unless otherwise provided herein. Harris shall be compensated for services rendered under Agreements as is consistent with the particular agreement, or the Fee Letter Agreement dated July 1, 1996, whichever applicable. The Trust requests that you act in the capacity of Administrator and Transfer Agent with respect to Small-Cap Value Fund while continuing to act as Administrator and Transfer Agent with respect to the Funds named in the Agreements or to Exhibits A to the Agreements, if applicable. If the foregoing is in accordance with your understanding, please so indicate by signing and returning to us the enclosed copy hereof. Sincerely, Harris Insight Funds Trust -------------------------- Richard W. Ingram President Accepted: Harris Trust and Savings Bank ----------------------------- By: EX-99.9.D.I 20 SUB-ADMINISTRATION AGREEMENT EXHIBIT 9(D)(I) SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT THIS AGREEMENT is made as of July 1, 1996 by and between HARRIS TRUST AND SAVINGS BANK, an Illinois corporation ("Harris"), and PFPC INC., a Delaware corporation ("PFPC"), which is an indirect wholly owned subsidiary of PNC Bank Corp. W I T N E S S E T H : WHEREAS, Harris has entered into an Administration Agreement dated July 1, 1996, with Harris Insight Funds Trust, a Massachusetts business trust (the "Trust") (the "Administration Agreement"), concerning the provision of administrative services to the portfolios listed on Exhibit A attached hereto and made a part hereof, as such Exhibit A may be amended from time to time (each, a "Portfolio" and collectively, the "Portfolios"), subject to Board of Trustee approval; WHEREAS, Harris has also entered into a Sub-Administration Agreement dated July 1, 1996, with Funds Distributor, Inc. ("FDI"), whereby FDI shall perform certain administration services with respect to shares of the Portfolios; WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, Harris wishes to retain PFPC to provide sub-administration and accounting services to the Trust's investment Portfolios and PFPC wishes to furnish such services. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and intending to be legally bound hereby the parties hereto agree as follows: 1. DEFINITIONS. AS USED IN THIS AGREEMENT: (a) "1933 Act" means the Securities Act of 1933, as amended. (b) "1934 Act" means the Securities Exchange Act of 1934, as amended. (c) "Authorized Person" means any officer of the Trust and any other person duly authorized by the Trust's Board of Trustees to give Oral Instructions and Written Instructions on behalf of the Trust and listed on the Authorized Persons Appendix attached hereto and made a part hereof or any amendment thereto as may be received by PFPC. An Authorized Person's scope of authority may be limited by the Trust by setting forth such limitation in the Authorized Persons Appendix. (d) "CEA" means the Commodities Exchange Act, as amended. (e) "Oral Instructions" mean oral instructions received by PFPC from an Authorized Person or from a person reasonably believed by PFPC to be an Authorized Person. (f) "SEC" means the Securities and Exchange Commission. (g) "Securities Law" means the 1933 Act, the 1934 Act, the 1940 Act and the CEA. (h) "Shares" mean the shares of beneficial interest of any series or class of the Trust. (i) "Written Instructions" mean written instructions signed by an Authorized Person and received by PFPC. The instructions may be delivered by hand, mail, tested telegram, cable, telex or facsimile sending device. 2. APPOINTMENT. Harris hereby appoints PFPC to provide sub-administration and accounting services to the each of the Portfolios, in accordance with the terms set forth in this Agreement. PFPC accepts such appointment and agrees to furnish such services. 3. DELIVERY OF DOCUMENTS. The Trust or Harris has provided or, where applicable, will provide PFPC with the following: (a) certified or authenticated copies of the resolutions of the Trust's Board of Trustees, approving the appointment of PFPC or its affiliates to provide services to each Portfolio and approving this Agreement; (b) a copy of the Trust's most recent effective registration statement; (c) a copy of each Portfolio's advisory agreement or agreements; (d) a copy of the distribution agreement with respect to each class of Shares representing an interest in a Portfolio; (e) a copy of any additional administration agreement with respect to a Portfolio; (f) a copy of any shareholder servicing agreement made in respect of the Trust or a Portfolio; and (g) copies (certified or authenticated, where applicable) of any and all amendments or supplements to the foregoing. 4. COMPLIANCE WITH RULES AND REGULATIONS. PFPC undertakes to comply with all applicable requirements of the Securities Laws, and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by PFPC hereunder. Except as specifically set forth herein, PFPC assumes no responsibility for such compliance by the Trust or any Portfolio. 5. INSTRUCTIONS. (a) Unless otherwise provided in this Agreement, PFPC shall act only upon Oral Instructions and Written Instructions. (b) PFPC shall be entitled to rely upon any Oral Instructions and Written Instructions it receives from an Authorized Person (or from a person reasonably believed by PFPC to be an Authorized Person) pursuant to this Agreement. PFPC may assume that any Oral Instruction or Written Instruction received hereunder is not in any way inconsistent with the provisions of organizational documents or this Agreement or of any vote, resolution or proceeding of the Trust's Board of Trustees or of the Trust's shareholders, unless and until PFPC receives Written Instructions to the contrary. (c) Harris will cause the Trust to forward to PFPC Written Instructions confirming Oral Instructions so that PFPC receives the Written Instructions by the close of business on the same day that such Oral Instructions are received. The fact that such confirming Written Instructions are not received by PFPC shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions. Where Oral Instructions or Written Instructions reasonably appear to have been received from an Authorized Person, PFPC shall incur no liability to Harris in acting upon such Oral Instructions or Written Instructions provided that PFPC's actions comply with the other provisions of this Agreement. 6. RIGHT TO RECEIVE ADVICE. (a) Advice of the Trust. If PFPC is in doubt as to any action it should or should not take, PFPC may request directions or advice, including Oral Instructions or Written Instructions, from Harris. (b) Advice of Counsel. If PFPC shall be in doubt as to any question of law pertaining to any action it should or should not take, PFPC may request advice at its own cost from such counsel of its own choosing (who may be counsel for Harris or PFPC, at the option of PFPC). (c) Conflicting Advice. In the event of a conflict between directions, advice or Oral Instructions or Written Instructions PFPC receives from Harris and the advice PFPC receives from counsel, PFPC may rely upon and follow the advice of counsel. In the event PFPC so relies on the advice of counsel, PFPC remains liable for any action or omission on the part of PFPC which constitutes willful misfeasance, bad faith, gross negligence or reckless disregard by PFPC of any duties, obligations or responsibilities set forth in this Agreement. (d) Protection of PFPC. PFPC shall be protected in any action it takes or does not take in reliance upon directions, advice or Oral Instructions or Written Instructions it receives from Harris or from counsel and which PFPC believes, in good faith, to be consistent with those directions, advice and Oral Instructions or Written Instructions. Nothing in this section shall be construed so as to impose an obligation upon PFPC (i) to seek such directions, advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such directions, advice or Oral Instructions or Written Instructions unless, under the terms of another provision of this Agreement, the same is a condition of PFPC's properly taking or not taking such action. Nothing in this subsection shall excuse PFPC when an action or omission on the part of PFPC constitutes willful misfeasance, bad faith, gross negligence or reckless disregard by PFPC of any duties, obligations or responsibilities set forth in this Agreement. 7. RECORDS; VISITS. (a) The books and records pertaining to the Trust and the Portfolios which are in the possession or under the control of PFPC shall be the property of the Trust. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Trust and Authorized Persons shall have access to such books and records at all times during PFPC's normal business hours. Upon the reasonable request of Harris or the Trust, copies of any such books and records shall be provided by PFPC to Harris or the Trust or to an Authorized Person, at the Trust's expense. (b) PFPC shall keep the following records: (i) all books and records with respect to each Portfolio's books of account; (ii) records of each Portfolio's securities transactions; (iii)all other books and records as PFPC is required to maintain pursuant to Rule 3la-1 of the 1940 Act in connection with the services provided hereunder. 8. CONFIDENTIALITY. PFPC agrees to keep confidential all records of the Trust and information relating to the Trust and its shareholders, unless the release of such records or information is otherwise consented to, in writing, by Harris. Harris agrees that such consent shall not be unreasonably withheld and may not be withheld where PFPC may be exposed to civil or criminal contempt proceedings or when required to divulge such information or records to duly constituted authorities. 9. LIAISON WITH ACCOUNTANTS. PFPC shall act as liaison with the Trust's independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules with respect to each Portfolio. PFPC shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion, as required by the Trust. 10. DISASTER RECOVERY. PFPC shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment. In the event of equipment failures, PFPC shall, at no additional expense to Harris, exercise its best efforts in good faith to minimize service interruptions. PFPC shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by PFPC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties or obligations under this Agreement. 11. COMPENSATION. As compensation for services rendered by PFPC during the term of this Agreement, the Harris, on behalf of each Portfolio, will pay to PFPC a fee or fees as may be agreed to in writing by Harris and PFPC. 12. INDEMNIFICATION. Harris agrees to indemnify and hold harmless PFPC from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the Securities Laws and any state or foreign securities and blue sky laws, and amendments thereto), and expenses, including reasonable attorneys' fees and disbursements arising directly or indirectly from any action or omission to act which PFPC takes (i) at the request or on the direction of or in reliance on the advice of Harris or (ii) upon Oral Instructions or Written Instructions. PFPC shall not, however, be indemnified against any liability (or any expenses incident to such liability) arising out of PFPC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. 13. RESPONSIBILITY OF PFPC. (a) PFPC shall be under no duty to take any action on behalf of Harris or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC shall not be liable for losses beyond its control, provided that PFPC has acted in accordance with the standard of care set forth above; and (ii) PFPC shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC's control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, PFPC shall not be liable to Harris, the Trust or to any Portfolio for any consequential, special or indirect losses or damages which the Trust or any Portfolio may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC. 14. DESCRIPTION OF ACCOUNTING SERVICES ON A CONTINUOUS BASIS. PFPC will perform the following accounting services with respect to each Portfolio: (i) Journalize investment, capital share and income and expense activities; (ii) Verify investment buy/sell trade tickets when received from the investment adviser or portfolio management agent for a Portfolio (the "Adviser") and transmit trades to the Trust's custodian (the "Custodian") for proper settlement; (iii) Maintain individual ledgers for investment securities; (iv) Maintain historical tax lots for each security; (v) Reconcile cash and investment balances of the Trust with the Custodian, and provide the Adviser with the beginning cash balance available for investment purposes; (vi) Update the cash availability throughout the day as required by the Adviser; (vii) Post to and prepare the Statement of Assets and Liabilities and the Statement of Operations; (viii) Calculate various contractual expenses (e.g., advisory and custody fees); (ix) Monitor the expense accruals and notify an officer of the Trust of any proposed adjustments; (x) Control all disbursements and authorize such disbursements upon Written Instructions; (xi) Calculate capital gains and losses; (xii) Determine net income; (xiii) Obtain security market quotes from independent pricing services approved by the Adviser, or if such quotes are unavailable, then obtain such prices from the Adviser, and in either case calculate the market value of each Portfolio's Investments; (xiv) Transmit or mail a copy of the daily portfolio valuation to the Adviser; (xv) Compute net asset value; (xvi) As appropriate, compute yields, total return, expense ratios, portfolio turnover rate, and, if required, portfolio average dollar-weighted maturity; and (xvii) Prepare a monthly financial statement, which will include the following items: Schedule of Investments Statement of Assets and Liabilities Statement of Operations Statement of Changes in Net Assets Cash Statement Schedule of Capital Gains and Losses. 15. Description of Sub-Administration Services on a Continuous Basis. PFPC will perform the following sub-administration services with respect to each Portfolio: (i) Prepare quarterly broker security transactions summaries; (ii) Prepare monthly security transaction listings; (iii) Supply various normal and customary Portfolio and Trust statistical data as requested on an ongoing basis; (iv) Prepare for execution and file the Trust's Federal and state tax returns; (v) Prepare and file the Trust's Semi-Annual Reports with the SEC on Form N-SAR; (vi) Prepare and file with the SEC the Trust's annual and semi-annual shareholder reports; (vii) Assist in the preparation of registration statements and other filings relating to the registration of Shares; (viii) Monitor each Portfolio's status as a regulated investment company under Sub-chapter M of the Internal Revenue Code of 1986, as amended; (ix) Coordinate contractual relationships and communications between the Trust and its contractual service providers; and (x) Monitor and maintain the Trust's compliance with the amounts and conditions of each state qualification. 16. DURATION AND TERMINATION. This Agreement shall continue until terminated by either party on sixty (60) days' prior written notice to the other party. 17. NOTICES. All notices and other communications, including Written Instructions, shall be in writing or by confirming telegram, cable, telex or facsimile sending device. If notice is sent by confirming telegram, cable, telex or facsimile sending device, it shall be deemed to have been given immediately. If notice is sent by first-class mail, it shall be deemed to have been given three days after it has been mailed. If notice is sent by messenger, it shall be deemed to have been given on the day it is delivered. Notices shall be addressed (a) if to PFPC, at 400 Bellevue Parkway, Wilmington, Delaware 19809; (b) if to Harris at Harris Trust and Savings Bank, 111 West Monroe Street, Chicago, Illinois 60690, Attention: Peter P. Capaccio, Senior Vice President, with a copy to the Trust, at One Exchange Place, Tenth Floor, Boston, Massachusetts 02109; or (c) if to neither of the foregoing, at such other address as shall have been provided by like notice to the sender of any such notice or other communication by the other party. 18. AMENDMENTS. This Agreement, or any term thereof, may be changed or waived only by written amendment, signed by the party against whom enforcement of such change or waiver is sought. 19. DELEGATION; ASSIGNMENT. PFPC may assign its rights and delegate its duties hereunder to any wholly-owned direct or indirect subsidiary of PNC Bank, National Association or PNC Bank Corp., provided that (i) PFPC gives Harris ninety (90) days' prior written notice; (ii) the delegate (or assignee) agrees with PFPC and Harris to comply with all relevant provisions of the 1940 Act; (iii) PFPC remains responsible for the performance of its duties hereunder by such delegate (or assignee); (iv) the delegate (or assignee) possesses expertise comparable to or greater than that of PFPC in providing the services required hereunder; and (v) PFPC and such delegate (or assignee) promptly provide such information as Harris or the Trust may request, and respond to such questions as Harris or the Trust may ask, relative to the delegation (or assignment), including (without limitation) the capabilities of the delegate (or assignee). 20. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 21. FURTHER ACTIONS. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. 22. MISCELLANEOUS. (a) Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof, provided that the parties may embody in one or more separate documents their agreement, if any, with respect to delegated duties and Oral Instructions. (b) Captions. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. (c) Governing Law. This Agreement shall be deemed to be a contract made in Delaware and governed by Delaware law, without regard to principles of conflicts of law. (d) Partial Invalidity. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (e) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. (f) Facsimile Signatures. The facsimile signature of any party to this Agreement shall constitute the valid and binding execution hereof by such party. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. PFPC INC. By: /s/ Stephen M. Wyman -------------------------- Title: Executive Vice President -------------------------- HARRIS TRUST AND SAVINGS BANK By: /s/ Peter P. Capaccio -------------------------- Title: Senior Vice President -------------------------- EXHIBIT A --------- THIS EXHIBIT A, dated as of July 1, 1996, is Exhibit A to that certain Sub-Administration and Accounting Services Agreement dated as of July 1, 1996 between PFPC INC. and HARRIS TRUST AND SAVINGS BANK. PORTFOLIOS ---------- 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 Tax-Exempt Bond Fund Harris Insight Tax-Exempt Intermediate Bond Fund AUTHORIZED PERSONS APPENDIX NAME (TYPE) SIGNATURE Peter P. Capaccio /s/ Peter P. Cappacio --------------------- Lynn M. Gannon /s/ Lynn M. Gannon ------------------ Ishwar D. Gupta /s/ Ishwar D. Gutpa ------------------- Donald G. Coxe /s/ Donald G. Coxe ------------------ Thomas M. Corkill /s/ Thomas M. Corkill --------------------- James E. Depies /s/ James E. Depies ------------------- William O. Leszinske /s/ William O. Leszinske ------------------------ Douglas G. Madigan /s/ Douglas G. Madigan ---------------------- Daniel L. Sido /s/ Daniel L. Sido ------------------ Laura D. Alter /s/ Laura D. Alter ------------------ Kathleen Bramlage /s/ Kathleen Bramlage --------------------- Fred Duda /s/ Fred Duda ------------- Randall T. Royther /s/ Randall T. Royther ---------------------- Maureen Svagera /s/ Maureen Svagera ------------------- EX-99.9.D.II 21 NOTICE TO SUB-ADMINISTRATOR EXHIBIT 9(D)(II) HARRIS INSIGHT FUNDS TRUST 60 STATE STREET, SUITE 1300 BOSTON, MA 02109 January 21, 1997 PFPC Inc. 103 Bellevue Parkway Wilmington, Delaware 19809 To Whom It May Concern: Reference is made to the Sub-Administration and Accounting Services Agreement on behalf of Harris Insight Funds Trust (the "Trust") between Harris Trust and Savings Bank and PFPC Inc. ("PFPC") dated July 1, 1996 and to the Sub-Transfer Agency Services Agreement between Harris Trust and Savings Bank and PFPC dated July 1, 1996 (each an "Agreement," and collectively the "Agreements"). This writing is to provide notice of the addition of a new series, Harris Insight Small-Cap Value Fund ("Small-Cap Value Fund") under the Trust. Small-Cap Value Fund is to be considered a Fund under Exhibit A of each Agreement and shall be subject to the terms set forth under the Agreements unless otherwise provided herein. PFPC shall be compensated for services rendered under the Agreements as is consistent with the Fee Letter Agreement dated July 1, 1996. The Trust requests that you act in the capacity of Sub-Administrator and Accounting Services Agent and Transfer Agent with respect to Small-Cap Value Fund while continuing to act as Sub-Administrator and Accounting Services Agent, and Transfer Agent with respect to the Funds named in Exhibits A to the Agreements. If the foregoing is in accordance with your understanding, please so indicate by signing and returning to us the enclosed copy hereof. Sincerely, Harris Insight Funds Trust /s/ Richard W. Ingram -------------------------- Richard W. Ingram President Accepted: PFPC Inc. /s/ Thomas J. Ryan ---------------------- By: Thomas J. Ryan EX-99.9.E.I 22 SUB-ADMINISTRATION AGREEMENT EXHIBIT 9(E)(I) SUB-ADMINISTRATION AGREEMENT SUB-ADMINISTRATION AGREEMENT made this 1st day of July, 1996 between Harris Trust & Savings Bank ("Harris"), an Illinois corporation, and Funds Distributor, Inc. ("FDI"), a Massachusetts corporation. WHEREAS, Harris has entered into an Administration Agreement, dated July 1, 1996, with HT Insight Funds, Inc. d/b/a Harris Insight Funds (the "Company"), a Maryland corporation and Harris has entered into an Administration Agreement, dated July 1, 1996, with Harris Insight Funds Trust (the "Trust"), a Massachusetts business trust (collectively, the "Administration Agreements"), concerning the provision of administrative services for those certain investment portfolios of the Company and Trust identified on Schedule A hereto, as such Schedule shall be amended from time to time (each, a "Fund," together, the "Funds"). The Company and the Trust are collectively referred to herein as the "Companies"; WHEREAS, Harris has also entered into a Sub-Administration and Accounting Services Agreement, dated July 1, 1996, with PFPC, Inc. ("PFPC"), whereby PFPC shall perform certain administration and transfer agency services with respect to the Shares of the Funds; WHEREAS, Harris desires to retain FDI to assist it in performing certain administrative services with respect to the Companies, and shares of the common stock or beneficial interest (the "Shares") of the Funds and FDI is willing to perform such services on the terms and conditions set forth in this Agreement; WHEREAS, in furtherance of FDI's duties and responsibilities as set forth herein, one or more employees of Harris (who shall be registered with the National Association of Securities Dealers ("NASD") as representatives of FDI), shall be based in the Harris office in Chicago (such Harris employees shall hereinafter be referred to as a "Registered Representative"); NOW THEREFORE, in consideration of the mutual agreements herein contained, the parties agree as follows: 1. Appointment and Acceptance. Harris hereby appoints FDI to act as Sub-Administrator of the Funds in accordance with the terms set forth in this Agreement. FDI hereby accepts such appointment and agrees to furnish the services contemplated by the Agreement. 2. Services Provided by FDI. FDI will assist Harris by providing to each of the Companies and Funds the services as listed in Exhibit A. 3. Services Provided by Harris. In furtherance of the responsibilities under this Agreement Harris will: (a) Cause the Companies' other service providers to furnish any and all information and assist FDI in taking any other actions that may be reasonably necessary in connection with FDI providing those services listed in Exhibit A; (b) Cause the Companies' blue sky administrator to monitor sales of the Shares to assure compliance with applicable state securities laws; (c) Report or cause the Companies' transfer agent to provide sales-related complaints to FDI and consult with FDI concerning the manner in which such complaints will be addressed; (d) Cause the Companies' transfer agent to give necessary information for the preparation of quarterly reports in a form satisfactory to FDI regarding Rule 12b-1 fees, front-end sales loads, back-end sales loads, if applicable, and other data regarding sales and sales loads as required by the Investment Company Act of 1940, as amended (the "1940 Act"), or as requested by the Board of Directors or Board of Trustees of each Fund (collectively, the "Boards"); (e) Cause the Companies' transfer agent to provide FDI with all necessary historical information so that FDI can calculate the maximum sales charges payable by the Companies pursuant to Article III, Section 26 of the Rules of Fair Practice of the NASD and the actual sales charges paid by each Fund, if applicable; and cause the Companies' transfer agent to provide such information in a form satisfactory to FDI no less often than monthly for every Fund and on a more frequent basis for any Fund, where applicable; (f) Support or cause the Companies' transfer agent to support the servicing of shareholders and, in connection therewith, provide or cause the Companies' transfer agent to provide one or more persons during normal business hours to respond to telephone questions concerning the Companies' shareholders' accounts; (g) Provide FDI with copies of, or access to, any documents that FDI may reasonably request in connection with the services contemplated by this Agreement and notify FDI as soon as possible of any matter materially affecting the services to be provided by FDI under this Agreement; (h) Report to FDI, to the extent that Harris is aware (except that Harris shall not report to FDI any information available in the general public domain), any and all actions or inactions by any Registered Representative or securities dealers, financial institutions and other industry professionals such as investment advisers and estate planning firms that have entered into agreements with FDI for the solicitation of Shares (collectively referred to herein as "Selling Broker-Dealers") relating to the Shares that constitute a (i) failure to comply with the terms of any selling agreements, (ii) violation of any applicable laws of any governmental authorities, including the NASD's Rules of Fair Practice, or (iii) violation of any other agreements or procedures with which such Selling Broker-Dealer is required to comply; and (i) (i) Submit the form of confirmation statement to be used for sale of the Shares to FDI for its approval and provide or cause to be provided to customers of the Selling Broker-Dealers ("Customers") and to the Selling Broker-Dealers such confirmations of all transactions in the Shares as may be required by the Securities Exchange Act of 1934 (the "1934 Act") and the selling agreements, and (ii) use reasonable efforts to monitor the Fund's transfer agent in its preparation and mailing of such confirmations regarding the sales of the Shares and report to FDI any deficiencies of which Harris is aware in the transfer agent's performance of such activities. 4. Compensation; Reimbursement of Expenses. Harris shall pay to FDI, for its services, a fee in accordance with the terms set forth in the Fee Letter Agreement dated as of July 1, 1996 relating to services to be provided to the Companies, and executed by FDI, Harris and PFPC, Inc., as the same may be amended from time to time. 5. Effective Date and Term. This Agreement shall become effective with respect to each Fund as of the date first written above. This Agreement will continue for an initial two-year term and will continue thereafter so long as such continuance is specifically approved at least annually (i) by the Companies' Boards or (ii) by a vote of a majority (as defined in the 1940 Act) of the Shares of the Funds, provided that in either event its continuance also is approved by a majority of the Boards' members who are not "interested persons" (as defined in said Act) of any party to this Agreement and who have no direct or indirect financial interest in this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable with respect to any Fund, without penalty, on not less than sixty days' notice, by that Fund's Board, by vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of such Fund. This Agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). This Agreement may be terminated by either party, on not less than 60 days written notice, or upon any material breach of this Agreement by the other party. If FDI ceases to be the Sub-Administrator of any Fund before the fifth anniversary of the date the Fund began its investment activities, Harris shall reimburse FDI an amount equal to the number resulting from multiplying that Fund's total unamortized organizational expenses by a fraction, the numerator of which is equal to the number of initial shares redeemed by FDI or its affiliate and the denominator of which is equal to the number of initial shares still outstanding as of the date of such redemption, as long as the administrative position of the staff of the Securities and Exchange Commission requires FDI to reimburse that Fund such amount. (Initial shares shall mean the shares purchased by FDI or an affiliate to provide the initial seed capital to a Fund pursuant to Section 14 of the 1940 Act.) 6. Standard of Care and Indemnification. (a) Harris will indemnify and hold harmless FDI, its officers, employees and agents and any persons who control FDI (together "FDI and its employees") and hold each of them harmless from any losses, claims, damages or liabilities, or actions in respect thereof, to which FDI and its employees may become subject, including amounts paid in settlement with the prior written consent of Harris, insofar as such losses, claims, damages or liabilities, or actions in respect thereof, arise out of or result from the failure of Harris to comply with the terms of this Agreement; Harris will reimburse FDI and its employees for reasonable legal or other expenses reasonably incurred by FDI and its employees in connection with investigating or defending against any such loss, claim, damage, liability or action. Harris shall not be liable to FDI for any action taken or omitted by FDI in bad faith, with willful misfeasance or gross negligence, or with reckless disregard by FDI of its obligations and duties hereunder. The indemnities in this Section shall, upon the same terms and conditions, extend to and inure to the benefit of each of the employees of FDI that serve as officers or directors of the Fund and to each of the directors and officers of FDI and any person controlling FDI within the meaning of Section 15 of the Securities Act of 1933 ("1933 Act") or Section 20 of the 1934 Act. (b) FDI will indemnify and hold harmless Harris, its officers, employees and agents and any persons who control Harris (together "Harris and its employees") and hold each of them harmless from any losses, claims, damages or liabilities, or actions in respect thereof, to which Harris and its employees may become subject, including amounts paid in settlement with the prior written consent of FDI, insofar as such losses, claims, damages or liabilities, or actions in respect thereof, arise out of or result from the failure of FDI to comply with the terms of this Agreement; FDI will reimburse Harris for reasonable legal or other expenses reasonably incurred by Harris in connection with investigating or defending against any such loss, claim, damage, liability or action. FDI shall not be liable to Harris for any action taken or omitted by Harris in bad faith, with willful misfeasance or gross negligence, or with reckless disregard by Harris of its obligations and duties hereunder. The indemnities in this Section shall, upon the same terms and conditions, extend to and inure to the benefit of each of the directors and officers of Harris and any person controlling Harris within the meaning of Section 15 for the 1933 Act or Section 20 of the 1934 Act. (c) The obligation to indemnify and provide contribution pursuant to this Section 6 shall survive the termination of this Agreement. 7. Record Retention and Confidentiality. FDI shall keep and maintain on behalf of each Fund all books and records which the Companies and FDI are, or may be, required to keep and maintain in connection with the services to be provided hereunder pursuant to any applicable statutes, rules and regulations, including without limitation Rules 31a-1 and 31a-2 under the 1940 Act. FDI further agrees that all such books and records shall be the property of the Companies and to make such books and records available for inspection by the Companies, by Harris, or by the Securities and Exchange Commission at reasonable times and otherwise to keep confidential all books and records and other information relative to the Companies and its shareholders; except when requested to divulge such information by duly-constituted authorities or court process; provided, however, that upon receiving notice to divulge any such information which is not in the opinion of FDI or its counsel clearly required to be disclosed by the 1940 Act and the rules and regulations thereunder, FDI shall promptly provide notice to the Boards of the Companies and shall cooperate with the Companies' efforts, if any, to contest the request to divulge such information. 8. Rights of Ownership. All computer programs and procedures developed to perform the services to be provided by FDI under this Agreement are the property of FDI. All records and other data except such computer programs and procedures are the exclusive property of the Companies and all such other records and data will be furnished to Harris and/or the Companies in machine-readable form as agreed upon by the parties in accordance with industry practice as soon as practicable after termination of this Agreement for any reason. 9. Return of Records. FDI may at its option at any time, and shall promptly upon the demand of Harris and/or the Companies, turn over to Harris and/or the Companies, in such machine-readable form as agreed upon by the parties in accordance with industry practice, and cease to retain FDI's files, records and documents created and maintained by FDI pursuant to this Agreement so long as FDI shall be able to retain photocopies of such documents to the extent needed by FDI in the performance of its services or for its legal protection. If not so turned over to Harris and/or the Companies, such documents and records will be retained by FDI for six years from the end of the fiscal year of the Fund for which they were created. At the end of such six-year period, such records and documents will be turned over to Harris and/or the Companies unless the Companies authorize in writing the destruction of such records and documents. 10. Representations of Harris. Harris represents and warrants to FDI that this Agreement has been duly authorized by Harris and, when executed and delivered by Harris, will constitute a legal, valid and binding obligation of Harris, enforceable against Harris in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties. 11. Representations of FDI. FDI represents and warrants that this Agreement has been duly authorized by FDI and, when executed and delivered by FDI, will constitute a legal, valid and binding obligation of FDI, enforceable against FDI in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties. 12. Notices. All notices or other communications hereunder to either party shall be in writing and shall be deemed sufficient if mailed to Harris at the following address: Harris Trust & Savings Bank, 111 West Monroe Street, Chicago, IL 60603, Attention: Peter P. Capaccio, Senior Vice President; and to FDI at the following address: 60 State Street, Suite 1300, Boston, MA 02109, Attention: President with a copy to General Counsel or at such other address as such party may designate by written notice to the other, or in either case if sent by telex, telecopier, telegram or similar means of same day delivery (with a confirming copy by mail as provided herein). 13. Headings. Paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. 14. Assignment. This Agreement and the rights and duties hereunder shall not be assignable by either of the parties hereto except by the specific written consent of the other party. 15. Governing Law. This Agreement shall be governed by and provisions shall be construed in accordance with the laws of The Commonwealth of Massachusetts. 16. Counterparts. This Agreement may be executed by the parties hereto in counterparts and if so executed, the separate instruments shall constitute one agreement. 17. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior arrangements, agreements or understandings. 18. Amendments of this Agreement. This Agreement may be amended by the parties hereto only if such amendment is specifically approved by the Boards of the Companies and such amendment is set forth in a written instrument executed by each of the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed all as of the day and year first above written. HARRIS TRUST & SAVINGS BANK By: /s/ Peter P. Capaccio --------------------------- Name: Peter P. Cappacio --------------------------- Title: Senior Vice President --------------------------- FUNDS DISTRIBUTOR, INC. By: /s/ John E. Pelletier --------------------------- Name: John E. Pelletier --------------------------- Title: Senior Vice President and General Counsel --------------------------- Dated: July 1, 1996 SCHEDULE A TO THE AGREEMENT BETWEEN HARRIS TRUST & SAVINGS BANK AND FUNDS DISTRIBUTOR, INC. NAME OF FUND HT INSIGHT FUNDS, INC. Harris Insight Equity Fund Harris Insight Short/Intermediate Bond Fund Harris Insight Government Money Market Fund Harris Insight Money Market Fund Harris Insight Tax-Exempt Money Market Fund Harris Insight Convertible Fund Harris Insight Hemisphere Free Trade Fund HARRIS INSIGHT FUNDS TRUST 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 Harris Insight Tax-Exempt Bond Fund HARRIS TRUST & SAVINGS BANK By: /s/ Peter P. Capaccio -------------------------- Name: Peter P. Capaccio -------------------------- Title: Senior Vice President -------------------------- FUNDS DISTRIBUTOR, INC. By: /s/ John E. Pelletier -------------------------- Name: John E. Pelletier -------------------------- Title: Senior Vice President and General Counsel -------------------------- EXHIBIT A Administrative Services Funds Distributor will provide the following administrative services: Corporate and Secretarial Services o Provide Secretary and the necessary complement of Assistant Secretaries for the Companies. o Maintain general corporate calendar. Track all legal and compliance requirements through annual cycles. o Board materials for quarterly board meetings and board committee meetings: o Prepare agenda and background materials for legal approval o Make presentations o Monitor annual approval requirements o Prepare extensive background material for annual review of advisory fees o Prepare minutes o Follow-up on matters raised at meetings o Maintain Articles of Incorporation and By-Laws of the Company o Maintain Declaration of Trust and By-Laws of the Trust o Prepare organizational board meeting materials for new Funds o Draft contracts, assisting in negotiation and planning, as appropriate. For example negotiate, draft and keep current the following contracts: (i) investment advisory and sub-advisory contracts; (ii) Distribution Agreement; (iii) Bank Selling Agreements; (iv) Broker Dealer Selling Agreements; (v) Transfer Agency Agreement; (vi) Custody Agreement; (vii) Administration Agreement and Sub-Administration Agreement; (viii) 12b-1 Plans and related agreements; (ix) Shareholder Servicing Plans and Related Agreements; (x) IRA Custodian Agreements; (xi) Bi-Party Repurchase Agreements; (xii) Tri-Party Repurchase Agreements; (xiii) Futures Account Agreement and Procedural Safekeeping Agreement; (xiv) loan agreements; and (xv) various other agreements and amendments. o Shareholder Meetings o Draft Proxy Solicitation Materials o Organize, attend and keep minutes o Work with the Transfer Agent on Solicitations and Vote Tabulation o Provide legal presence at meetings SEC and Public Disclosure Assistance o Prepare and file three or fewer amendments per year to the Companies' registration statement, including updating prospectuses and SAIs. o Coordinate/monitor, with assistance from PFPC and any other relevant fund service providers, all EDGAR (Electronic Data Gathering Analysis and Retrieval System) on-line filings including, but not limited, to those related to post-effective amendments, N-SARs, Rule 24f-2, Rule 24e-2 annual and semi-annual shareholders reports. o Review and file annual and semi-annual Shareholder Reports prepared by PFPC. o Review and file semi-annual N-SAR prepared by PFPC, after joint review by FDI and PFPC. o File Rule 24f-2 notices prepared by PFPC. o Negotiate, obtain and file fidelity bond policies, and monitor the Companies' compliance with Rule 17g-1 of the 1940 Act and with the terms of the Companies' policies and agreements. o Negotiate, obtain and monitor directors' and officers' errors and omissions policies. o Prepare and file shareholder meeting materials and assist with all shareholder communications. o Monitor the Companies' compliance with Rule 17d-1(7) under the 1940 Act. Legal Consulting and Planning o Provide general legal advice on matters relating to portfolio management, Fund operations, mutual fund sales, development of advertising materials, changing or improving prospectus disclosure, and any potential changes in each Fund's investment policies, operations, or structure. o Maintain a continuing awareness of significant emerging regulatory and legislative developments which may affect the Companies, update the adviser on those developments, and provide related planning assistance. o Develop or assist in developing guidelines and procedures to improve overall compliance by the Companies and their various agents. o Provide advice with regard to the Companies' litigation matters, routine fund examinations and investigations by regulatory agencies. o Provide advice regarding long term planning for the Companies including the creation of new funds or portfolios, corporate structural changes, mergers, acquisitions, and other asset gathering plans including new distribution methods. o Maintain effective communications with fund counsel, counsel to the "non-interested" board members and to the Companies' local counsel. o Create and implement timing and responsibility system for outside legal counsel when necessary to implement major projects and the legal management of such projects. o Monitor activities and billing practices of outside counsel performing services for the fund or in connection with related fund activities. Compliance o Review of all testing that is done by fund accountant to assist the adviser in complying with fund prospectus guidelines and limitations, 1940 Act requirements, and Internal Revenue Code requirements. o Review of monthly testing and compliance report created by fund accountant and PFPC, including: o Tax compliance testing for gross income, short three, diversification, and single issuer, o 5% diversification testing for tax and 1940 Act compliance based on current market value and acquisition cost testing, if required, o Income available for distribution report, which includes capital gains and interest income, and o Net investment income calculated on per-share basis each month. o Insure on a joint basis with PFPC that prospectus and 1940 Act compliance tests are tailored to each individual Fund's prospectus and that each tests against the type and amount of securities held. o Provide legal/compliance review of all sales literature and advertisements prepared for the Funds. FDI will file such materials and obtain such approvals for their use as may be required by the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or state securities administrators. o Jointly with PFPC create Compliance Manuals and workshops for advisory personnel. o Consultation and advice for resolution of compliance questions along with the investment advisor and its counsel, the fund administrator, the fund counsel and the fund accountant. o Be actively involved with the management of SEC and other regulatory examinations. o Review with the investment adviser and fund administrator summary reports created by the fund accountant of all compliance issues to assure immediate compliance adjustments. o Assist portfolio managers with compliance matters including reviewing the Compliance Manual on a regular basis and attending compliance meetings with the portfolio managers. o Assist in developing guidelines and procedures to improve overall compliance by the fund and its various agents. o Maintain legal liaison with and provide legal advice and counsel to fund regarding its relationships, contractual or otherwise, with the various fund agents, such as the adviser, custodian, transfer agent, and auditor with respect to their activities on behalf of each Fund. o Advice regarding all Companies distribution arrangements for compliance with applicable banking and broker-dealer regulations. o Provide other officers of the Companies as requested (e.g., President and Vice President). o Maintaining the Companies' code of ethics and monitoring compliance. Funds Distributor is willing to provide any extraordinary administration services ("Extraordinary Administrative Services") to the Companies. All of the extraordinary administrative functions set forth below may be accomplished wholly or partially by Funds Distributor, with the assistance of Companies counsel or other counsel as designated by the Administrator, depending upon the circumstances and timing constraints surrounding each request. Extraordinary Administrative Services may, depending upon the circumstances, include the following: o Draft Proxy/Solicitation Documents on Form N-14 (Fund Mergers). o An Annual Post-Effective Amendment that involves major prospectus revisions or the addition of new investment portfolios. o Board Meeting Materials for significant corporate restructuring or other major changes as well as more than four board meetings during a twelve month period. o More than three Post-Effective Amendments in any twelve month period. o Drafting and Filing of Exemptive Orders (e.g., Joint Repurchase Account), Revenue Rulings (e.g., Multi-Class) and other state specific regulatory orders (e.g., Florida Request for Technical Assistance). o Drafting and Filing No-Action Letter requests with the SEC. EX-99.E.II 23 NOTICE TO THE SUB-ADMINISTRATOR EXHIBIT 9(e)(ii) HARRIS INSIGHT FUNDS TRUST 60 STATE STREET, SUITE 1300 BOSTON, MA 02109 January 21, 1997 Funds Distributor, Inc. 60 State Street, Suite 1300 Boston, MA 02109 To Whom It May Concern: Reference is made to the Distribution Agreement between Harris Insight Funds Trust and Funds Distributor, Inc. ("FDI") dated February 23, 1996 (the "Distribution Agreement") and the Sub-Administration Agreement on behalf of the Trust between Harris Trust and Savings Bank and FDI dated July 1, 1996 (the "Sub-Administration Agreement," and collectively the "Agreements"). This writing is to provide notice of the addition of a new series, Harris Insight Small-Cap Value Fund ("Small-Cap Value Fund") under the Trust. Small-Cap Value Fund is to be considered a Fund under the Distribution Agreement and on Schedule A to the Sub-Administration Agreement and shall be subject to the terms set forth under the Agreements unless otherwise provided herein. FDI shall be compensated for services rendered under the Distribution Agreement as contained therein and for services rendered under the Sub-Administration Agreement as is consistent with the Fee Letter Agreement dated July 1, 1996. The Trust requests that you act as Distributor and Sub-Administration Agent with respect to Small-Cap Value Fund while continuing to act as Distributor and Sub-Administration Agent with respect to the Funds named in the Distribution Agreement and in Exhibit A to the Sub-Administration Agreement. If the foregoing is in accordance with your understanding, please so indicate by signing and returning to us the enclosed copy hereof. Sincerely, Harris Insight Funds Trust /s/ Richard W. Ingram ---------------------- Richard W. Ingram President Accepted: Funds Distributor, Inc. /s/ John E. Pelletier --------------------- By: John E. Pelletier EX-99.13 24 FORM OF PURCHASE AGREEMENT EXHIBIT 13 Form of PURCHASE AGREEMENT Harris Insight Funds Trust (the "Trust"), a Massachusetts Business Trust, on behalf 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 Fund, Harris Insight Bond Fund, Harris Insight Intermediate Government Bond Fund and Harris Insight Tax-Exempt Intermediate Bond Fund and Harris Insight Tax-Exempt Bond Fund (together, the "New Portfolios") and Funds Distributor, Inc. ("Funds Distributor"), a Massachusetts Corporation, hereby agree as follows: 1.The Trust hereby offers Funds Distributor and Funds Distributor hereby purchases at least one share of each of the Class A and Class B shares of each of the New Portfolios of the Trust at the then determined net asset value per share (hereafter "Shares"). Funds Distributor hereby acknowledges receipt of a purchase confirmation reflecting the purchase of the Shares of the Class A and Class B Shares, and the Trust hereby acknowledges receipt from Funds Distributor of funds in the amount of $______________ in full payment for the Shares. 2.Funds Distributor represents and warrants to the Trust that the Shares are being acquired for investment purposes and not with a view to the distribution thereof. 3.Funds Distributor agrees that if it or any direct or indirect transferee of the Shares held by it redeems the Shares prior to the fifth anniversary of the date that the Trust begins its investment activities, Funds Distributor will pay to the Trust an amount equal to the number resulting from multiplying the Trust's total unamortized organizational expenses by a fraction, the numerator of which is equal to the number of Shares redeemed by it or such transferee and the denominator of which is equal to the number of shares outstanding as of the date of such redemption, as long as the administrative position of the staff of the Securities and Exchange Commission requires such reimbursement. 4.This Agreement has been executed on behalf of the Trust by the undersigned officer of the Trust. The obligations of this Agreement shall be binding only upon the assets and property of each individual portfolio and not upon the assets and property of any other portfolio of the Trust and shall not be binding upon any Trustee, officer or shareholder of a portfolio and/or the Trust individually. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the ___ day of _______, 199_. Attest _________________________________ By: __________________________ HARRIS INSIGHT FUNDS TRUST (SEAL) Attest: __________________________________ By: __________________________ FUNDS DISTRIBUTOR, INC. (SEAL) EX-99.15.A 25 CLASS A SERVICE PLAN EXHIBIT 15(A) CLASS A SERVICE PLAN WHEREAS, Harris Insight Funds Trust (the "Trust") is an open-end management investment company and is registered under the Investment Company Act of 1940, as amended (the "Act"); WHEREAS, the Trust desires to adopt a Service Plan (the "Plan") pursuant to Rule 12b-1 under the Act on behalf of the investment portfolios set forth on Schedule A hereto (each, a "Fund"), and the Board of Trustees has determined that there is a reasonable likelihood that adoption of this Plan will benefit each Fund and its stockholders; WHEREAS, the Trust employs Harris Trust and Savings Bank (the "Adviser") as its adviser pursuant to an Investment Advisory Contract dated February 23, 1996; and WHEREAS, the Trust employs Harris Investment Management Inc. ("HIM") Sub-Adviser pursuant to a Portfolio Management Contract dated February 23, 1996; and WHEREAS, the Distributor of each Fund's shares (the "Distributor") may wish to make payments pursuant to the Plan form time to time; NOW THEREFORE, the Trust hereby adopts this Plan in accordance with Rule 12b-1 under the Act on the following terms and conditions: Section 1. Pursuant to this Plan, the Trust, the Adviser or HIM may pay financial institutions, securities dealers or other industry professionals, such as investment advisers, accountants, and estate planning firms ("Service Agents"), up to .25% on an annual basis of the average daily net asset value of the Class A Shares of a Fund for shareholder service, administration or distribution assistance. In addition the Distributor may pay up to .05% on an annual basis of the average net asset value of the Class A Shares of a Fund to Service Agents. Payments made by the Adviser, HIM and the Distributor, respectively, shall be made from their own resources, which may include their respective advisory and administrative fees received from a Fund and any other sources available to them. To the extent a Service Agent provides shareholder services and administration, the portion of the fee paid, if any, by the Trust, the Adviser, HIM or the Distributor shall be deemed to include compensation for such services. The fees payable to Service Agents from time to time shall, within such limits, be determined by the Board of Trustees of the Trust. Section 2. In addition to such fee, a Fund may defray all or part of the cost of preparing and printing brochures and other promotional materials and of delivering prospectuses and those materials to prospective Class A shareholders of the Fund by paying on an annual basis up to the greater of $100,000 or 0.5% of the average daily net assets of the Class A Shares of the Fund. Section 3. Prior to making payments described in Sections 1 and 2 of this Plan, the Trust, the Adviser, HIM and the Distributor, as the case may be, will enter into written agreements, in form satisfactory to the Trust's Board of Trustees, with Service Agents pursuant to which such payments may be made for shareholder service, administration and distribution assistance to a Fund. Section 4. This Plan shall be effective with respect to a particular Fund on the date upon which it has been approved by "vote of a majority of the outstanding voting securities" (as defined below) of a Fund and a majority of the Trustees of the Trust, including a majority of the Qualified Trustees (as defined below), pursuant to a vote cast in person at a meeting (or meetings) called for the purpose of voting on the approval of the Plan. Section 5. This Plan (and each related agreement) will continue in effect for one year from its effective date, unless earlier terminated in accordance with its terms, and will remain in effect from year to year thereafter if such continuance is specifically approved at least annually by vote of a majority of both (a) the Trustees of the Trust and (b) the Qualified Trustees, cast in person at a meeting (or meetings) called for the purpose of voting on such approval. Section 6. The Trust, the Adviser, HIM and the Distributor shall provide to the Trust's Board of Trustees and the Trustees shall review, at least quarterly, a written report of the amounts expended by the Trust, the Adviser, HIM and the Distributor under this Plan and each related agreement and the purposes for which such expenditures were made. Section 7. This Plan may be terminated with respect to a particular Fund at any time by vote of a majority of the Qualified Trustees or by vote of a majority of the outstanding voting securities of the Fund. Section 8. All agreements related to this Plan shall be in writing and shall be approved by vote of a majority of both (a) the Trustees of the Trust and (b) the Qualified Trustees, cast in person at a meeting called for the purpose of voting on such approval; provided however, that the identity of a particular Service Agent executing any such agreement may be ratified by such a vote within 90 days of such execution. Any agreement related to this Plan shall provide: A. That such agreement may be terminated with respect to a particular Fund at any time, without payment of any penalty, by vote of a majority of the Qualified Trustees or by vote of a majority of the outstanding voting securities of the Fund, on not more than 60 days' written notice to any other party to the agreement; and B. That such agreement shall terminate automatically in the event of its "assignment" (as defined below). Section 9. This Plan may not be amended with respect to a particular Fund to increase materially the amount that may be expended by the Trust, the Adviser, HIM and the Distributor pursuant to this Plan without the approval by vote of a majority of the outstanding voting securities of the Fund, and no material amendment to this Plan shall be made unless approved by vote of a majority of both (a) the Trustees of the Trust and (b) the Qualified Trustees, cast in person at a meeting (or meetings) called for the purpose of voting on such approval. Section 10. While this Plan is in effect the selection and nomination of each Trustee who is not an "interested person" (as defined below) of the Trust shall be committed to the discretion of the Trustees who are not interested persons. Section 11. The Trustees shall preserve copies of this Plan, each related agreement and each report made pursuant to Section 6 hereof, for a period of not less than six years from the date of this Plan, such agreement or such report, as the case may be, the first two years in an easily accessible place. Section 12. The names "Harris Insight Funds Trust" and "Trustees of Harris Insight Funds Trust" refer respectively to the Trust created and the Trustees as trustees but not individually or personally, acting from time to time under a Declaration of Trust dated December 6, 1995 which is hereby referred to and a copy of which is on file at the office of the Secretary of State of the Commonwealth of Massachusetts and at the principal office of the Trust. The obligations of "Harris Insight Funds Trust" entered into in the name or on behalf thereof by any of the Trustees, officers, representatives or agents are not made individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, officers representatives or agents of the Trust personally, but bind only the Trust Property, and all persons dealing with any class of shares of the Trust must look solely to the Trust Property belonging to such class for the enforcement of any claims against the Trust. Section 13. As used in this Plan, (a) the terms "assignment," "interested person" and "vote of a majority of the outstanding voting securities" shall have the respective meanings specified in the Act and the rules and regulations thereunder, subject to such exemption as may be granted by the Securities and Exchange Commission and (b) the term "Qualified Trustees" shall mean the Trustees of the Trust who are not interested persons of the Trust and have no direct or indirect financial interest in the operation of this Plan or in any agreements related to this Plan. Dated: February 1, 1996 SCHEDULE A ---------- 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 Tax-Exempt Bond Fund Harris Insight Intermediate Tax-Exempt Bond Fund Harris Insight Small-Cap Value Fund EX-99.15.B 26 FORM OF SELLING AGREEMENT EXHIBIT 15(B) Dear Sirs: As the principal underwriter of shares of certain registered investment companies presently or hereafter managed, advised or administered by Harris Trust and Savings Bank or its affiliates, shares of which companies are distributed by us at their respective net asset values plus sales charges as applicable, pursuant to our Distribution Agreements with such companies (the "Funds"), we invite you to participate as a non-exclusive principal in the distribution of shares of any and all of the Funds upon the following terms and conditions: 1. You are to offer and sell such shares only at the public offering prices which shall be currently in effect, in accordance with the terms of the then current prospectuses and statements of additional information of the Funds subject in each case to the delivery prior to or at the time of such sales of the then current prospectus. You agree to act only as principal in such transactions and nothing in this Agreement shall constitute either of us the agent of the other or shall constitute you or the Fund the agent of the other. In all transactions in these shares between you and us, we are acting as agent for the Fund and not as principal. All orders are subject to acceptance by us and become effective only upon confirmation by us. We reserve the right in our sole discretion to reject any order. The minimum dollar purchase of shares of the Funds shall be the applicable minimum amounts described in the then current prospectuses and statements of additional information and no order for less than such amounts will be accepted. 2. On each purchase of shares by you from us, the total sales charges and discount to selected dealer, if any, shall be as stated in each Fund's then current prospectus. Such sales charges and discount to selected dealers are subject to reductions under a variety of circumstances as described in each Fund's then current prospectus and statement of additional information. To obtain these reductions, we must be notified when the sale takes place which would qualify for the reduced charge. There is no sales charge or discount to selected dealers on the reinvestment of any dividends or distributions. 3. All purchases of shares of a Fund made under any cumulative purchase privilege as set forth in a Fund's then current effective prospectus shall be considered an individual transaction for the purpose of determining the concession from the public offering price to which you are entitled as set forth in paragraph 2 hereof. 4. As a member of the selling group, you agree to purchase shares of the Funds only through us or from your customers. Purchases through us shall be made only for your own investment purposes or for the purpose of covering purchase orders already received from your customers, and we agree that we will not place orders for the purchase of shares from a Fund except to cover purchase orders already received by us. Purchases from your customers shall be at a price not less than the net asset value quoted by each such Fund at the time of such purchase. Nothing herein contained shall prevent you from selling any shares of a Fund for the account of a record holder to us or to such Fund at the net asset value quoted by us and charging your customer a fair commission for handling the transaction. 5. You agree that you will not withhold placing customers' orders so as to profit yourself as a result of such withholding. 6. You agree to sell shares of the Funds only (a) to your customers at the public offering prices then in effect or (b) to us as agent for the Funds or to each such Fund itself at the redemption price, as described in each Fund's then current effective prospectus. 7. Settlement shall be made promptly, but in no case later than the time customary for such payments after our acceptance of the order or, if so specified by you, we will make delivery by draft on you, the amount of which draft you agree to pay on presentation to you. If payment is not so received or made, the right is reserved forthwith to cancel the sale or at our option to resell the shares to the applicable Fund, at the then prevailing net asset value in which latter case you agree to be responsible for any loss resulting to such Fund or to us from your failure to make payment as aforesaid. 8. If any shares sold to you under the terms of this Agreement are repurchased by a Fund or by us as agent, or for the account of that Fund or are tendered to that Fund for purchase at liquidating value under the terms of the Articles of Incorporation or Declaration of Trust or other document governing such Fund within seven (7) business days after the date of confirmation to you of your original purchase order therefor, you agree to pay forthwith to us the full amount of the concession allowed to you on the original sale and we agree to pay such amount to the Fund when received by us. We shall notify you of such repurchase within ten (10) days of the effective date of such repurchase. 9. All sales will be subject to receipt of shares by us from the Funds. We reserve the right in our discretion without notice to you to suspend sales or withdraw the offering of shares entirely, or to modify or cancel this Agreement. 10. From time to time during the term of this Agreement we may make payments to you pursuant to one or more of the distribution and/or service plans adopted by certain of the Funds pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "Act") in consideration of your furnishing distribution and/or shareholder services hereunder with respect to each such Fund. We have no obligation to make any such payments and you waive any such payments until we receive monies therefor from the Fund. Any such payments made pursuant to this Section 10 shall be subject to the following terms and conditions: (a) Any such payments shall be in such amounts as we may from time to time advise you in writing but in any event not in excess of the amounts permitted by the plan in effect with respect to each particular Fund and will be based on the dollar amount of Fund shares which are owned of record by your firm as nominee for your customers or which are owned by those customers of your firm whose records, as maintained by the Funds or their agents, designate your firm as the customer's dealer of record. Any such payments shall be in addition to the selling concession, if any, allowed to you pursuant to this Agreement. No such fee will be paid to you with respect to shares purchased by you and redeemed by the funds or by us as agent within seven business days after the dates of confirmation of such purchase. (b) The provisions of this Section 10 relate to the plan adopted by a particular Fund pursuant to Rule 12b-1. In accordance with Rule 12b-1, any person authorized to direct the disposition of monies paid or payable by a Fund pursuant to this Section 10 shall provide the Fund's Board, and the Board shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made. (c) The provisions of this Section 10 applicable to each Fund shall remain in effect for not more than a year and thereafter for successive annual periods only so long as such continuance is specifically approved at least annually in conformity with Rule 12b-1 and the Act. The provisions of this Section 10 shall automatically terminate with respect to a particular Plan, in the event such Plan terminates or is not continued or in the event this Agreement terminates or ceases to remain in effect. In addition, the provisions of this Section 10 may be terminated at any time, without penalty, by either party with respect to any particular Plan or not more than 60 days' nor less than 30 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party. 11. No person is authorized to make any representations concerning the Funds or shares of the Funds except those contained in each Fund's then current effective prospectus or statement of additional information and any such information as may be released by a Fund as information supplemental to such prospectus or statement of additional information. In purchasing shares through us you shall rely solely on the representations contained in each Fund's then current effective prospectus or statement of additional information and supplemental information above-mentioned. 12. Additional copies of each such prospectus or statement of additional information and any printed information issued as supplemental to each such prospectus or statement of additional information will be supplied by us to members of the selling group in reasonable quantities upon request. 13. With respect to Funds offering shares subject to a front-end sales charge, shares subject to a contingent deferred sales charge, and/or class shares not subject to a sales charge, you shall conform to such written compliance standards as we have provided you in the past or may from time to time provide to you in the future. 14. We, our affiliates and the Funds shall not be liable for any loss, expense, damages, costs or other claim arising out of any redemption or exchange pursuant to telephone instructions from any person or our refusal to execute such instructions for any reason. 15. All communications to us shall be sent to us at Funds Distributor Inc., 60 State Street, Suite 1300, Boston, MA 02109. Any notice to you shall be duly given if mailed or telegraphed to you at your address as registered from time to time with the National Association of Securities Dealers, Inc. 16. This Agreement may be terminated upon written notice by either party at any time, and shall automatically terminate upon its attempted assignment by you, whether by operation of law or otherwise, or by us otherwise than by operation of law. 17. By accepting this Agreement, you represent that you are registered as a broker-dealer under the Securities Exchange Act of 1934, are qualified to act as a dealer in the states or other jurisdictions where you transact business, and are a member in good standing of the National Association of Securities Dealers, Inc., and you agree that you will maintain such registrations, qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. You further agree to comply with all applicable Federal laws, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder and with the Constitution, By-Laws and Rules of Fair Practice of the National Association of Securities Dealers, Inc., and that you will not offer or sell shares of the Funds in any state or jurisdiction where they may not lawfully be offered and/or sold. If you are offering and selling shares of the Funds in jurisdictions outside the several states, territories, and possessions of the United States and are not otherwise required to be registered, qualified, or a member of the National Association of Securities Dealers, Inc., as set forth above you, you nevertheless agree to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, to comply with the full disclosure requirements of the Securities Act of 1933 and the regulations promulgated thereunder, to conduct your business in accordance with the spirit of the Rules of Fair Practice of the National Association of Securities Dealers, Inc. You agree to indemnify and hold the Funds, their investment advisor, and us harmless from loss or damage resulting from any failure on your part to comply with applicable laws. 18. You agree to maintain records of all sales of shares made through you and to furnish us with copies of each record on request. 19. This Agreement and all amendments to this Agreement shall take effect with respect to and on the date of any orders placed by you after the date set forth below or, as applicable, after the date of the notice of amendment sent to you by the undersigned. 20. This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts and shall be binding upon both parties hereto when signed and accepted by you in the space provided below. FOR FUNDS DISTRIBUTOR INC.: - ----------------------------------- ----------------- By: Date FOR: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Address of Principal Office - -------------------------------------------------------------------------------- City State Zip Code BY: ITS: ------------------------------ ----------------- ------------ Authorized Signature Title Date ------------------------------ Print Name EX-99.18 27 MULTI-CLASS PLAN EXHIBIT 18 HARRIS INSIGHT FUNDS TRUST MULTI-CLASS PLAN ---------------- Introduction ------------ The purpose of this Plan is to specify the attributes of the two classes of shares offered by Harris Insight Funds Trust (the "Trust"), including the sales charges, 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 Trust's non-money market portfolios, net asset values for the different classes), certain related voting and other rights, exchange privileges, conversion rights, class designation and sales loads assessed due to differing distribution methods. Features of the Classes ----------------------- Shares of each class of a fund of the Trust 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 may have a different sales charge structure; (c) each class of shares shall bear any class expenses; (d) 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 (e) each class may have different exchange and/or conversion features. Allocation of Expenses ---------------------- Pursuant to Rule 18f-3 under the 1940 Act, the Trust shall allocate to each class of shares in a fund of the Trust (i) any fees and expenses incurred by the Trust 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 Trust under a shareholder servicing plan in connection with the provision of shareholder services to the holders of such class of shares. In addition, the President and Chief Financial Officer of the Trust 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 of the Trust: (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; (iv) Securities and Exchange Commission registration fees incurred by such class of shares; (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 Trust's Trustees 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 tot he determination of class expenses allocated to a particular class of shares will be approved by a vote of the Trustees of the Trust, including a majority of the Trustees who are not "interested persons" of the Trust as defined under the 1940 Act. For purposes of this Plan, a "Daily Dividend Portfolio" shall be a portfolio 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 Trust 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 that 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, of the Trust 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. Class A Shares -------------- Class A Shares of a fund are offered at net asset value. Class A Shares of a fund may be exchanged for Class A Shares of another fund of the Trust or of HT Insight Funds, Inc. without the imposition of any sales charge. Class A Shares of funds pay a Rule 12b-1 service fee of up to 0.25% (annualized) of the average daily net assets of a fund's Class A Shares. Distribution and support services provided by brokers, dealers and other institutions may include forwarding sales literature and advertising materials provided by the Trust's distributor; processing purchase, exchange and redemption requests from customers placing orders with the Trust's transfer agent; processing dividend and distribution payments from the funds of the Trust on behalf of customers; providing information periodically to customers showing their positions in Class A Shares; providing sub-accounting with respect to Class A Shares beneficially owned by customers or the information necessary for sub-accounting; responding to inquiries from customers concerning their investment in Class A Shares; arranging for bank wires; and providing such other similar services as may reasonably be requested. Class B Shares -------------- Class B Shares of a fund are offered at net asset value. Class B Shares of a fund may be exchanged for Class B Shares of another fund of the Trust or of HT Insight Funds, Inc. without the imposition of a sales charge. Class B Shares pay no Rule 12b-1 distribution or service fees. Board Review ------------ The Board of Trustees of the Trust shall review this Plan as frequently as they deem necessary. Prior to any material amendment(s) to this Plan, the Trust's Board of Trustees, including a majority of the Trustees who are not interested persons of the Trust shall find this Plan, as proposed to be amended (including any proposed amendments to the method of allocating class and/or fund expenses), is in the best interest of each class of shares of the Trust individually and the Trust as a whole. In considering whether to approve any proposed amendment(s) to the Plan, the Trustees of the Trust shall request and evaluate such information as they consider reasonably necessary to evaluate the proposed amendment(s) to the Plan. Dated: October 31, 1995 EX-27 28 FINANCIAL DATA SCHEDULE
6 EXHIBIT 17 0001003859 HARRIS INSIGHT FUNDS TRUST 011 HARRIS INSIGHT BOND FUND - CLASS A 6-MOS DEC-31-1996 DEC-31-1996 45335822 45531993 538775 21886 0 46092654 2576702 0 243430 2820132 0 42965688 4296314 0 1022 0 109641 0 196171 43272522 0 1513358 0 135721 1377637 250406 196171 1824214 0 1377993 139387 0 4341782 55806 10334 43272482 0 0 0 0 148028 0 226091 31327 9.99 .402 .113 .402 .033 0 10.07 .85 0 0
EX-27 29 FINANCIAL DATA SCHEDULE
6 0001003859 HARRIS INSIGHT FUNDS TRUST 012 HARRIS INSIGHT BOND FUND - INSTITUTIONAL CLASS 6-MOS DEC-31-1996 DEC-31-1996 45335822 45531993 538775 21886 0 46092654 2576702 0 243430 2820132 0 42965688 4296314 0 1022 0 109641 0 196171 43272522 0 1513358 0 135721 1377637 250406 196171 1824214 0 1377993 139387 0 4341782 55806 10334 43272482 0 0 0 0 148028 0 226091 31327 10.00 .425 .103 .425 .033 0 10.07 .60 0 0
EX-27 30 FINANCIAL DATA SCHEDULE
6 0001003859 HARRIS INSIGHT FUNDS TRUST 021 HARRIS INSIGHT INTERMEDIATE TAX-EXEMPT BOND - CLASS A 6-MOS DEC-31-1996 DEC-31-1996 208041570 211489818 3604657 31647 0 215126122 4223080 0 2212580 6435660 0 205115896 19725205 9 0 0 846716 126318 3448248 208690462 0 9408108 0 1473699 7934409 846717 (3615528) 5165598 0 7934409 720399 0 255830844 43600050 8778 208690362 0 0 0 0 1120322 0 1518698 219244154 10.55 .514 (.36) .084 .04 0 10.58 1.04 0 0
EX-27 31 FINANCIAL DATA SCHEDULE
6 0001003859 HARRIS INSIGHT FUNDS TRUST 022 HARRIS INSIGHT INTERMED. TAX-EXEMPT BOND-INSTITUTIONAL CLASS 6-MOS DEC-31-1996 DEC-31-1996 208041570 211489818 3604657 31647 0 215126122 4223080 0 2212580 6435660 0 205115896 19725205 9 0 0 846716 126318 3448248 208690462 0 9408108 0 1473699 7934409 846717 (3615528) 5165598 0 7934409 720399 0 255830844 43600050 8778 208690362 0 0 0 0 1120322 0 1518698 219244154 10.74 .381 (.12) .381 .04 0 10.58 .79 0 0
EX-27 32 FINANCIAL DATA SCHEDULE
6 0001003859 HARRIS INSIGHT FUNDS TRUST 031 HARRIS INSIGHT TAX-EXEMPT BOND FUND - CLASS A 6-MOS DEC-31-1996 DEC-31-1996 158001559 163484804 2978989 31079 0 166494872 0 0 1068819 1068819 0 159754772 16136801 15784456 0 0 188036 0 5483245 165426053 0 7443819 0 1098197 6345622 3668482 (5155162) 4858942 0 6345622 3480446 0 18121853 1987182 2130 165425953 0 0 0 0 829656 0 1133304 162942602 10.33 .105 .136 .105 .216 0 10.25 1.05 0 0
EX-27 33 FINANCIAL DATA SCHEDULE
6 0001003859 HARRIS INSIGHT FUNDS TRUST 032 HARRIS INSIGHT TAX-EXEMPT BOND FUND-INSTITUTIONAL CLASS 6-MOS DEC-31-1996 DEC-31-1996 158001559 163484804 2978989 31079 0 166494872 0 0 1068819 1068819 0 159754772 16136801 15784456 0 0 188036 0 5483245 165426053 0 7443819 0 1098197 6345622 3668482 (5155162) 4858942 0 6345622 3480446 0 18121853 1987182 2130 165425953 0 0 0 0 829656 0 1133304 162942602 10.56 .402 (.094) .402 .216 0 10.25 .80 0 0
EX-27 34 FINANCIAL DATA SCHEDULE
6 0001003859 HARRIS INSIGHT FUNDS TRUST 041 HARRIS INSIGHT EQUITY INCOME FUND - CLASS A 6-MOS DEC-31-1996 DEC-31-1996 24396628 31988826 107883 25615 0 32122324 0 0 64193 64193 0 24056700 31831413 0 1161 0 2728461 408073 7592197 32058131 802675 57921 0 243821 616775 2728461 568752 3913988 0 615614 2320388 0 33911293 3082843 153023 31959081 0 0 0 0 182866 0 253818 30511052 13.02 .179 1.732 .213 .998 0 13.72 1.18 0 0
EX-27 35 FINANCIAL DATA SCHEDULE
6 0001003859 HARRIS INSIGHT FUNDS TRUST 042 HARRIS INSIGHT EQUITY INCOME FUND - INSTITUTIONAL CLASS 6-MOS DEC-31-1996 DEC-31-1996 24396628 31988826 107883 25615 0 32122324 0 0 64193 64193 0 24056700 31831413 0 1161 0 2728461 408073 7592197 32058131 802675 57921 0 243821 616775 2728461 568752 3913988 0 615614 2320388 0 33911293 3082843 153023 31959081 0 0 0 0 182866 0 253818 30511052 13.34 .27 1.387 .269 .998 0 13.73 .93 0 0
EX-27 36 FINANCIAL DATA SCHEDULE
6 0001003859 HARRIS INSIGHT FUNDS TRUST 051 HARRIS INSIGHT EQUITY GROWTH FUND - CLASS A 6-MOS DEC-31-1996 DEC-31-1996 51850874 76841826 166056 23218 0 77031100 0 0 118143 118143 0 49452401 4114567 13 0 (3907) 6832984 2473511 24990952 76912957 828833 66922 0 649606 246149 6832984 4142193 11221326 0 250056 4359473 0 73118462 3025442 208009 76912827 0 0 0 0 529786 0 670558 68886351 16.49 .03 3.273 .038 1.065 0 18.69 1.35 0 0
EX-27 37 FINANCIAL DATA SCHEDULE
6 0001003859 HARRIS INSIGHT FUNDS TRUST 052 HARRIS INSIGHT EQUITY GROWTH FUND-INSTITUTIONAL CLASS 6-MOS DEC-31-1996 DEC-31-1996 51850874 76841826 166056 23218 0 77031100 0 0 118143 118143 0 49452401 4114567 13 0 (3907) 6832984 2473511 24990952 76912957 828833 66922 0 649606 246149 6832984 4142193 11221326 0 250056 4359473 0 73118462 3025442 208009 76912827 0 0 0 0 529786 0 670558 68886351 17.01 .062 2.746 .063 1.065 0 18.69 1.10 0 0
EX-27 38 FINANCIAL DATA SCHEDULE
6 0001003859 HARRIS INSIGHT FUNDS TRUST 061 HARRIS INSIGHT SMALL CAP OPPORTUNITY FUND - CLASS A 6-MOS DEC-31-1996 DEC-31-1996 102793808 150784254 428518 29446 0 151242218 259706 0 234003 493709 0 99952874 9714006 20 0 (2726) 9632120 2807914 47990447 150748509 1302223 581701 5362 1369502 519783 9632120 8437066 18588969 0 522509 6824206 0 147452905 8819045 872195 150748309 0 0 0 0 1137914 0 1393245 133391111 14.25 .032 1.996 .05 .718 0 15.51 1.45 0 0
EX-27 39 FINANCIAL DATA SCHEDULE
6 0001003859 HARRIS INSIGHT FUNDS TRUST 062 HARRIS INSIGHT SMALL CAP OPPOR. FUND-INSTITUTIONAL CLASS 6-MOS DEC-31-1996 DEC-31-1996 102793808 150784254 428518 29446 0 151242218 259706 0 234003 493709 0 99952874 9714006 20 0 (2726) 9632120 2807914 47990447 150748509 1302223 581701 5362 1369502 519783 9632120 8437066 18588969 0 522509 6824206 0 147452905 8819045 872195 150748309 0 0 0 0 1137914 0 1393245 133391111 14.24 .057 1.998 .057 .718 0 15.52 1.20 0 0
EX-27 40 FINANCIAL DATA SCHEDULE
6 0001003859 HARRIS INSIGHT FUNDS TRUST 071 HARRIS INSIGHT INDEX FUND - CLASS A 6-MOS DEC-31-1996 DEC-31-1996 87917275 144597977 228107 22951 0 144849035 622819 0 122116 744935 0 86058832 7798366 0 (422) 0 1389538 0 56656152 144104100 2447027 132054 0 506433 2072648 4064627 12126424 18263699 0 2073070 2675089 0 142985453 12418798 21705 144103900 0 0 0 0 280516 0 547857 132179063 16.35 .188 2.511 .225 .344 0 18.48 .70 0 0
EX-27 41 FINANCIAL DATA SCHEDULE
6 0001003859 HARRIS INSIGHT FUNDS TRUST 072 HARRIS INSIGHT INDEX FUND - INSTITUTIONAL CLASS 6-MOS DEC-31-1996 DEC-31-1996 87917275 144597977 228107 22951 0 144849035 622819 0 122116 744935 0 86058832 7798366 0 (422) 0 1389538 0 56656152 144104100 2447027 132054 0 506433 2072648 4064627 12126424 18263699 0 2073070 2675089 0 142985453 12418798 21705 144103900 0 0 0 0 280516 0 547857 132179063 16.72 .268 2.104 .268 .344 0 18.48 .45 0 0
EX-27 42 FINANCIAL DATA SCHEDULE
6 0001003859 HARRIS INSIGHT FUNDS TRUST 081 HARRIS INSIGHT INTERNATIONAL FUND - CLASS A 6-MOS DEC-31-1996 DEC-31-1996 102595357 109973546 766737 23908 0 110764191 237689 0 181946 419635 0 102916253 7138450 0 17422 0 32691 0 7378190 110344556 2119155 167430 (191849) 1215795 878941 497671 2857490 4234102 0 859557 478510 0 8075835 1086874 149469 110344356 0 0 0 0 934699 0 1215795 105099745 14.69 .091 .86 .113 .068 0 15.46 1.61 0 0
EX-27 43 FINANCIAL DATA SCHEDULE
6 0001003859 HARRIS INSIGHT FUNDS TRUST 082 HARRIS INSIGHT INTERNATIONAL FUND - INSTITUTIONAL CLASS 6-MOS DEC-31-1996 DEC-31-1996 102595357 109973546 766737 23908 0 110764191 237689 0 181946 419635 0 102916253 7138450 0 17422 0 32691 0 7378190 110344556 2119155 167430 (191849) 1215795 878941 497671 2857490 4234102 0 859557 478510 0 8075835 1086874 149469 110344356 0 0 0 0 934699 0 1215795 105099745 15.04 .128 .485 .125 .068 0 15.46 1.36 0 0
EX-99 44 POWER OF ATTORNEY POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Karen Jacoppo-Wood, Christopher J. Kelley, John E. Pelletier, and each of them, with full power to act, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (until revoked in writing) to sign any or all amendments to the Registration Statement on Form N-1A of Harris Insight Funds Trust and of HT Insight Funds, Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any states securities commissions, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing, and ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ C. Gary Gerst - ----------------------------- -------------------------- C. Gary Gerst Edgar R. Fiedler - ----------------------------- -------------------------- John W. McCarter, Jr. Ernest M. Roth Dated: November 4, 1996 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Karen Jacoppo-Wood, Christopher J. Kelley, John E. Pelletier, and each of them, with full power to act, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (until revoked in writing) to sign any or all amendments to the Registration Statement on Form N-1A of Harris Insight Funds Trust and of HT Insight Funds, Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any states securities commissions, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing, and ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Edgar R. Fielder - ----------------------------- -------------------------- C. Gary Gerst Edgar R. Fiedler - ----------------------------- -------------------------- John W. McCarter, Jr. Ernest M. Roth Dated: November 4, 1996 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Karen Jacoppo-Wood, Christopher J. Kelley, John E. Pelletier, and each of them, with full power to act, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (until revoked in writing) to sign any or all amendments to the Registration Statement on Form N-1A of Harris Insight Funds Trust and of HT Insight Funds, Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any states securities commissions, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing, and ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. - ----------------------------- -------------------------- C. Gary Gerst Edgar R. Fiedler /s/ John W. McCarter, Jr. - ----------------------------- -------------------------- John W. McCarter, Jr. Ernest M. Roth Dated: November 4, 1996 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Karen Jacoppo-Wood, Christopher J. Kelley, John E. Pelletier, and each of them, with full power to act, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (until revoked in writing) to sign any or all amendments to the Registration Statement on Form N-1A of Harris Insight Funds Trust and of HT Insight Funds, Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any states securities commissions, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing, and ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. - ----------------------------- -------------------------- C. Gary Gerst Edgar R. Fiedler /s/ Ernest M. Roth - ----------------------------- -------------------------- John W. McCarter, Jr. Ernest M. Roth Dated: November 4, 1996 -----END PRIVACY-ENHANCED MESSAGE-----