-----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, EF5Cy3sZXkqqEUkm8c4fFX0JcQbvYweY4lqAp1JvLCaJRRE/NHA/Sg8yVkkEcUID /AJfA8aLVeESkw6I6TFS0w== 0000940400-00-000330.txt : 20000502 0000940400-00-000330.hdr.sgml : 20000502 ACCESSION NUMBER: 0000940400-00-000330 CONFORMED SUBMISSION TYPE: 40-8F-M PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HT INSIGHT FUNDS INC CENTRAL INDEX KEY: 0000823871 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 40-8F-M SEC ACT: SEC FILE NUMBER: 811-05366 FILM NUMBER: 615823 BUSINESS ADDRESS: STREET 1: FOUR FALLS CORPORATE CENTER STREET 2: 6TH FLOOR CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428-2961 BUSINESS PHONE: 6102606533 MAIL ADDRESS: STREET 1: FOUR FALLS CORPORATE CENTER STREET 2: 6TH FLOOR CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428-2961 40-8F-M 1 FORM TYPE: 40-8F-M UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-8F APPLICATION FOR DEREGISTRATION OF CERTAIN REGISTERED INVESTMENT COMPANIES I. GENERAL IDENTIFYING INFORMATION 1. Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above): [X] MERGER [ ] LIQUIDATION [ ] ABANDONMENT OF REGISTRATION (Note: Abandonments of Registration answer only questions 1 through 15, 24 and 25 of this form and complete verification at the end of the form.) [ ] Election of status as a BUSINESS DEVELOPMENT COMPANY (Note: Business Development Companies answer only questions 1 through 10 of this form and complete verification at the end of the form.) 2. Name of fund: HT Insight Funds, Inc. d/b/a Harris Insight Funds (with five series, namely Harris Insight Equity Fund, Harris Insight Short/Intermediate Bond Fund, Harris Insight Money Market Fund, Harris Insight Government Money Market Fund and Harris Insight Tax-Exempt Money Market Fund) 3. Securities and Exchange Commission File No.: 811-05366 4. Is this an initial Form N-8F or an amendment to a previously filed Form N-8F? [X] Initial Application [ ] Amendment 5. Address of Principal Executive Office (include No. & Street, City, State, Zip Code): 3200 Horizon Drive King of Prussia, Pennsylvania 19406 6. Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form: Cameron S. Avery, Esq. Bell, Boyd and Lloyd Three First National Plaza 70 W. Madison Street, #3300 Chicago, Illinois 60602-4207 (312) 807- 4302 7. Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]: HT Insight Funds, Inc. d/b/a Harris Insight Funds 3200 Horizon Drive King of Prussia, Pennsylvania 19406 (610) 239-4590 PFPC Trust Company 8800 Tinicum Boulevard Philadelphia, Pennsylvania 19153 (215) 585-5060 PFPC Inc. 103 Bellevue Parkway Wilmington, Delaware 19809 (302) 791-1079 Harris Trust and Savings Bank 111 West Monroe Street Chicago, Illinois 60603 (312) 461-6744 NOTE: ONCE DEREGISTERED, A FUND IS STILL REQUIRED TO MAINTAIN AND PRESERVE THE RECORDS DESCRIBED IN RULES 31A-1 AND 31A-2 FOR THE PERIODS SPECIFIED IN THOSE RULES. 8. Classification of fund (check only one): [X] Management company; [ ] Unit investment trust; or [ ] Face-amount certificate company. 9. Subclassification if the fund is a management company (check only one): [X] Open-end [ ] Closed-end 10. State law under which the fund was organized or formed (e.g., Delaware, Massachusetts): Maryland 11. Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the fund's contracts with those advisers have been terminated: Adviser: Harris Trust and Savings Bank 111 W. Monroe Street Chicago, Illinois 60603 Sub-Adviser: Harris Investment Management, Inc. 190 S. LaSalle St. Chicago, Illinois 60690 12. Provide the name and address of each principal underwriter of the fund during the last five years, even if the fund's contracts with those underwriters have been terminated: Provident Distributors, Inc. 3200 Horizon Drive King of Prussia, Pennsylvania 19406 Funds Distributor, Inc. 60 State Street, Suite 1300 Boston, MA 02109 13. If the fund is a unit investment trust ("UIT") provide: (a) Depositor's name(s) and address(es): (b) Trustee's name(s) and address(es): 14. Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., An insurance company separate account)? [ ] Yes [X] No If Yes, for each UIT state: Name(s): File No.: 811-______ Business Address: 15. (a) Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration? [X] Yes [ ] No If Yes, state the date on which the board vote took place: July 29, 1999 If No, explain: (b) Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration? [X] Yes [ ] No If Yes, state the date on which the shareholder vote took place: November 29, 1999 If No, explain: II. DISTRIBUTION TO SHAREHOLDERS 16. Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation? [X] Yes [ ] No (a) If Yes, list the date(s) on which the fund made those distributions: April 28, 2000 (b) Were the distributions made on the basis of net assets? [X] Yes [ ] No (c) Were the distributions made pro rata based on share ownership? [X] Yes [ ] No (d) If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and explain how it was calculated: (e) Liquidations only: Were any distributions to shareholders made in kind? [ ] Yes [ ] No If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders: 17. Closed-end funds only: Has the fund issued senior securities? [ ] Yes [ ] No If Yes, describe the method of calculating payments to senior security holders and distributions to other shareholders: 18. Has the fund distributed all of its assets to the fund's shareholders? [X] Yes [ ] No If No, (a) How many shareholders does the fund have as of the date this form is filed? (b) Describe the relationship of each remaining shareholder to the fund: 19. Are there any shareholders who have not yet received distributions in complete liquidation of their interests? [ ] Yes [X] No If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders: III. ASSETS AND LIABILITIES 20. Does the fund have any assets as of the date this form is filed? (See question 18 above) [ ] Yes [X] No If Yes, (a) Describe the type and amount of each asset retained by the fund as of the date this form is filed: (b) Why has the fund retained the remaining assets? (c) Will the remaining assets be invested in securities? [ ] Yes [ ] No 21. Does the fund have any outstanding debts (other than face- amount certificates if the fund is a face-amount certificate company) or any other liabilities? [ ] Yes [X] No If Yes, (a) Describe the type and amount of each debt or other liability: (b) How does the fund intend to pay these outstanding debts or other liabilities? IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION 22. (a) List the expenses incurred in connection with the Merger or Liquidation: (i) Legal expenses: $15,000 (ii) Accounting expenses: NA (iii) Other expenses (list and identify separately): Printing: $ 41,000 Proxy solicitation: $ 25,600 State registration of the five series as part of Harris Insight Funds Trust: $147,000 (iv) Total expenses (sum of lines (i)-(iii) above): $228,600 (b) How were those expenses allocated? Harris Trust and Savings Bank paid the expenses related to printing, while all other expenses were paid by the five series of HT Insight Funds, Inc. on a pro rata basis according to average net assets. (c) Who paid those expenses? See response to Item 22(b). (d) How did the fund pay for unamortized expenses (if any)? NA 23. Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation? [X] Yes [ ] No If Yes, cite the release numbers of the Commission's notice and order or, if no notice or order has been issued, the file number and date the application was filed: Notice, release no. IC-24270 Order, release no. IC-24313 V. CONCLUSION OF FUND BUSINESS 24. Is the fund a party to any litigation or administrative proceeding? [ ] Yes [X] No If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation: 25. Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs? [ ] Yes [X] No If Yes, describe the nature and extent of those activities: VI. MERGERS ONLY 26. (a) State the name of the fund surviving the Merger: Harris Insight Funds Trust (b) State the Investment Company Act file number of the fund surviving the Merger: 811-07447 (c) If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and date the agreement was filed: File No. 811-05366, Preliminary Proxy Statement, Schedule 14A (PRE 14A), filed October 1, 1999. (d) If the merger or reorganization agreement has not been filed with the Commission, provide a copy of the agreement as an exhibit to this form. VERIFICATION The undersigned states that (i) he has executed this Form N-8F application for an order under section 8(f) of the Investment Company Act of 1940 on behalf of HT Insight Funds, Inc., (ii) he is the President of HT Insight Funds, Inc., and (iii) all actions by shareholders, directors, and any other body necessary to authorize the undersigned to execute and file this Form N-8F application have been taken. The undersigned also states that the facts set forth in this Form N-8F application are true to the best of his knowledge, information and belief. /s/ Philip H. Rinnander Philip H. Rinnander President, HT Insight Funds, Inc. [PAGE BREAK] May 1, 2000 VIA EDGAR Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, DC 20549 Re: HT Insight Funds, Inc. d/b/a Harris Insight Funds File Nos. 33-17957; 811-05366 Dear Sir/Madam: We are filing via EDGAR, on behalf of HT Insight Funds, Inc. (the "Registrant"), an application on Form N-8F to terminate the Registrant's registration with the Commission. Any questions with respect to this deregistration should be directed to Cameron S. Avery, Esq. at (312) 807-4302. Very truly yours, /s/ David C. Lebisky David C. Lebisky Assistant Secretary Enclosure cc: Houghton Hallock, Division of Investment Management Cameron S. Avery, Esq. G. Nicholas Bullat, Esq. Peter P. Capaccio Thomas J. 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