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EXHIBIT 5(c)
June 25, 1993
Harbor Capital Advisors, Inc.
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INVESTMENT ADVISORY AGREEMENT
(HARBOR CAPITAL APPRECIATION FUND)
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Dear Sirs:
Harbor Fund (the "Trust") has been organized under the laws of Delaware to
engage in the business of an investment company. The shares of beneficial
interest of the Trust ("Shares") are divided into multiple series, including
Harbor Capital Appreciation Fund (the "Fund"), as established pursuant to a
written instrument executed by the Trustees of the Trust. Series may be
terminated, and additional series established, from time to time by action of
the Trustees. The Trust on behalf of the Fund has selected you to act as the
investment adviser of the Fund and to provide certain other services, as more
fully set forth below, and you are willing to act as such investment adviser and
to perform such services under the terms and conditions hereinafter set forth.
Accordingly, the Trust agrees with you as follows:
1. DELIVERY OF FUND DOCUMENTS: The Trust has furnished you with copies
properly certified or authenticated of each of the following:
(a) Declaration of Trust of the Trust, filed with the Delaware Secretary
of the State, dated June 8, 1993, as amended from time to time (the
"Declaration of Trust").
(b) By-Laws of the Trust as in effect on the date hereof.
(c) Resolutions of the Trustees selecting you as investment adviser and
approving the form of this Agreement.
The Trust will furnish you from time to time with copies, properly certified or
authenticated, of all amendments of or supplements to the foregoing, including
future resolutions of the Trustees approving the continuance of the items listed
in (c) above.
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INVESTMENT ADVISORY AGREEMENT
HARBOR CAPITAL APPRECIATION FUND
JUNE 25, 1993
2. NAME OF FUND: The Trust may use the name "Harbor Fund" or any name derived
from the name "Harbor Capital Advisors" in connection with the Fund only
for so long as this Agreement or any extension, renewal or amendment hereof
remains in effect, including any similar agreement with any organization
which shall have succeeded to your business as investment adviser. At such
time as such an agreement shall no longer be in effect, the Trust (to the
extent that it lawfully can) will cause the Fund to cease to use such a
name or any other name indicating that it is advised by or otherwise
connected with you or any organization which shall have so succeeded to
your business.
3. SUBADVISERS: You may engage one or more investment advisers which are
either registered as such or specifically exempt from registration under
the Investment Company Act of 1940, as amended, to act as subadvisers to
provide with respect to the Fund certain services set forth in Paragraphs 4
and 7 hereof, all as shall be set forth in a written contract to which the
Trust, on behalf of the Fund, and you shall be parties, which contract
shall be subject to approval by the vote of a majority of the Trustees who
are not interested persons of you, the subadviser, or of the Trust, cast in
person at a meeting called for the purpose of voting on such approval and
by the vote of a majority of the outstanding voting securities of the Fund
and otherwise consistent with the terms of the Investment Company Act of
1940, as amended.
4. ADVISORY SERVICES: You will regularly provide the Fund with investment
research, advice and supervision and will furnish continuously an
investment program for the Fund consistent with the investment objectives
and policies of the Fund. You will determine what securities shall be
purchased for the Fund, what securities shall be held or sold by the Fund,
and what portion of the Fund's assets shall be held uninvested, subject
always to the provisions of the Trust's Declaration of Trust and By-Laws
and of the Investment Company Act of 1940, as amended, and to the
investment objectives, policies and restrictions of the Fund, as each of
the same shall be from time to time in effect, and subject, further to such
policies and instructions as the Board of Trustees may from time to time
establish. You shall advise and assist the officers of the Trust in taking
such steps as are necessary or appropriate to carry out the decisions of
the Board of Trustees and the appropriate committees of the Board of
Trustees regarding the conduct of the business of the Trust insofar as it
relates to the Fund.
5. ALLOCATION OF CHARGES AND EXPENSES: You will pay the compensation and
expenses of all officers and executive employees of the Trust and will make
available, without expense to the Trust, the services of such of your
partners and employees as may duly be elected officers or Trustees of the
Trust, subject to their individual consent to serve and to any limitations
imposed by law. You will pay the Trust's office rent and will provide
investment advisory, research and statistical facilities and all clerical
services relating to research, statistical and investment work. You will
not be required to pay any expenses of the Trust other than those
specifically allocated to you in this paragraph 5. In particular, but
without limiting the generality of the foregoing, you will not be required
to
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INVESTMENT ADVISORY AGREEMENT
HARBOR CAPITAL APPRECIATION FUND
JUNE 25, 1993
pay: organization expenses of the Trust; clerical salaries; fees and
expenses incurred by the Trust in connection with membership in investment
company organizations; brokers' commissions; payment for portfolio pricing
services to a pricing agent, if any; legal, auditing or accounting
expenses; taxes or governmental fees; the fees and expenses of the transfer
agent of the Trust; the cost of preparing share certificates or any other
expenses, including clerical expenses of issue, redemption or repurchase of
shares of beneficial interest of the Trust; the expenses of and fees for
registering or qualifying securities for sale and of maintaining the
registration of the Trust and registering the Trust as a broker or a
dealer; the fees and expenses of Trustees of the Trust who are not
affiliated with you; the cost of preparing and distributing reports and
notices to shareholders; the fees or disbursements of custodians of the
Trust's assets, including expenses incurred in the performance of any
obligations enumerated by the Declaration of Trust or By-Laws of the Trust
insofar as they govern agreements with any such custodian; or litigation
and indemnification expenses and other extraordinary expenses not incurred
in the ordinary course of the Trust's business. You shall not be required
to pay expenses of activities which are primarily intended to result in
sales of Shares of the Trust if and to the extent that (i) such expenses
are required to be borne by a principal underwriter which acts as the
distributor of the Trust's Shares pursuant to an underwriting agreement
which provides that the underwriter shall assume some or all of such
expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan
in conformity with Rule 12b-1 under the Investment Company Act of 1940, as
amended, providing that the Trust (or some other party) shall assume some
or all of such expenses. You shall be required to pay such of the
foregoing expenses as are not required to be paid by the principal
underwriter pursuant to the underwriting agreement or are not permitted to
be paid by the Trust (or some other party) pursuant to such a plan.
6. COMPENSATION OF THE ADVISER:
(a) For all services to be rendered and payments made as provided in
paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay
you on the last day of each month a fee equal to the sum of .60% per
annum of the average daily net assets, as defined below, of the Fund.
The "average daily net assets" of the Fund are defined as the average
of the values placed on the net assets as of 4:00 P.M. (New York
time), on each day on which the net asset value of the Fund's
portfolio is determined consistent with the provisions of Rule 22c-1
under the Investment Company Act of 1940 or, if the Fund lawfully
determines the value of the net assets of its portfolio as of some
other time on each business day, as of such time. The value net assets
of the Fund shall be determined pursuant to the applicable provisions
of the Declaration of Trust of the Trust. If, pursuant to such
provisions, the determination of net asset value is suspended for any
particular business day, then for the purposes of this paragraph 6,
the value of the net assets of the Fund as last determined shall be
deemed to be the value of the net assets as of the close of the New
York Stock Exchange, or as of such other time as the
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INVESTMENT ADVISORY AGREEMENT
HARBOR CAPITAL APPRECIATION FUND
JUNE 25, 1993
value of the net assets of the Fund's portfolio may lawfully be
determined, on that day. If the determination of the net asset value
of the Shares of the Fund has been suspended pursuant to the
Declaration of Trust of the Trust for a period including such month,
your compensation payable at the end of such month shall be computed
on the basis of the value of the net assets of the Fund as last
determined (whether during or prior to such month). If the Fund
determines the value of the net assets of its portfolio more than once
on any day, the last such determination thereof on that day shall be
deemed to be the sole determination thereof on that day for the
purposes of this paragraph 6.
(b) You agree that your compensation for any month shall include, and thus
be reduced by, the amount, if any, which you pay to any subadviser
engaged pursuant to Paragraph 3 hereof. You agree that the Trust on
behalf of the Fund shall not be required to pay any fee to any such
subadviser.
7. AVOIDANCE OF INCONSISTENT POSITION: In connection with purchases or sales
of portfolio securities for the account of the Fund, neither you nor any of
your partners, directors, officers or employees nor any subadviser engaged
by you pursuant to paragraph 3 hereof will act as a principal or agent or
receive any commission. You or your agent shall arrange for the placing of
all orders for the purchase and sale of portfolio securities for the Fund's
account with brokers or dealers selected by you. In the selection of such
brokers or dealers and the placing of such orders, you are directed at all
times to seek for the Fund the most favorable execution and net price
available. It is also understood that it is desirable for the Fund that
you have access to supplemental investment and market research and security
and economic analyses provided by certain brokers who may execute brokerage
transactions at a higher cost to the Fund than may result when allocating
brokerage to other brokers on the basis of seeking the most favorable price
and efficient execution. Therefore, you are authorized to place orders for
the purchase and sale of securities for the Fund with such certain brokers,
subject to review by the Trust's Trustees from time to time with respect to
the extent and continuation of this practice. It is understood that the
services provided by such brokers may be useful to you in connection with
your services to other clients. If any occasion should arise in which you
give any advice to clients of yours concerning the Shares of the Fund, you
will act solely as investment counsel for such clients and not in any way
on behalf of the Fund. Your services to the Fund pursuant to this Agreement
are not to be deemed to be exclusive and it is understood that you may
render investment advice, management and other services to others.
8. LIMITATION OF LIABILITY OF ADVISER: You shall not be liable for any error
of judgment or mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on your
part in the performance of your duties or from reckless disregard by you of
your obligations and duties under this Agreement. Any person, even
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INVESTMENT ADVISORY AGREEMENT
HARBOR CAPITAL APPRECIATION FUND
JUNE 25, 1993
though also employed by you, who may be or become an employee of and
paid by the Trust or the Fund shall be deemed, when acting within the
scope of his employment solely for the Trust and not as your employee
or agent.
9. DURATION AND TERMINATION OF THIS AGREEMENT: This Agreement shall
remain in force until March 17, 1995 and from year to year thereafter,
but only so long as such continuance is specifically approved at least
annually by the vote of a majority of the Trustees who are not
interested persons of you or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval and by a vote of the
Board of Trustees or of a majority of the outstanding voting
securities of the Fund. The aforesaid requirement that continuance of
this Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the Investment Company Act of
1940 and the rules and regulations thereunder. This Agreement may, on
60 days written notice, be terminated at any time without the payment
of any penalty, by the Board of Trustees, by vote of a majority of the
outstanding voting securities of the Fund, or by you. This Agreement
shall automatically terminate in the event of its assignment. In
interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the Investment Company Act of 1940
(particularly the definitions of "interested person," "assignment" and
"majority of the outstanding voting securities"), as from time to time
amended, shall be applied, subject, however, to such exemptions as may
be granted by the Securities and Exchange Commission by any rule,
regulation or order.
10. AMENDMENT OF THIS AGREEMENT: No provisions of this Agreement may be
changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of
the change, waiver, discharge or termination is sought, and no
amendment of this Agreement shall be effective until approved by vote
of the holders of a majority of the outstanding voting securities of
the Fund and by the Board of Trustees, including a majority of the
Trustees who are not interested persons of you or of the Trust, cast
in person at a meeting called for the purpose of voting on such
approval.
11. GOVERNING LAW: This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio.
12. MISCELLANEOUS: It is understood and expressly stipulated that neither
the holders of shares of the Trust or the Fund nor the Trustees shall
be personally liable hereunder. 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. This Agreement may be executed simultaneously
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.
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INVESTMENT ADVISORY AGREEMENT
HARBOR CAPITAL APPRECIATION FUND
JUNE 25, 1993
The name "Harbor Fund" is the designation of the Trustees for the time
being under the Declaration of Trust dated June 8, 1993, as amended
from time to time, and all persons dealing with the Trust or the Fund
must look solely to the property of the Trust or the Fund for the
enforcement of any claims against the Trust as neither the Trustees,
officers, agents or shareholders assume any personal liability for
obligations entered into on behalf of the Trust. No series of the
Trust shall be liable for any claims against any other series of the
Trust. If you are in agreement with the foregoing, please sign the
form of acceptance on the accompanying counterpart of this letter and
return such counterpart to the Trust, whereupon this letter shall
become a binding contract.
Yours very truly,
HARBOR FUND
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President
The foregoing Agreement is hereby accepted as of the date
thereof.
HARBOR CAPITAL ADVISORS, INC.
By /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Senior Vice President
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