1
EXHIBIT 9
FIRST RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 25th day of June, 1993, by and between HARBOR
FUND, a Delaware business trust, having its principal office and place of
business at One XxxXxxx, Xxxxxx, Xxxx 00000 (the "Fund"), and HARBOR TRANSFER,
INC., a Delaware corporation having its principal office and place of business
at One XxxXxxx, Xxxxxx, Xxxx 00000 (the "Agency").
WHEREAS, the Fund desires to appoint the Agency as its transfer agent,
dividend disbursing agent and shareholder service agent in connection with
certain other activities, and the Agency desires to accept such appointment;
WHEREAS, the Fund is authorized to issue shares in separate series, with
shares of each such series representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Fund intends to offer shares of seven series, (such series,
together with all other series subsequently established by the Fund and made
subject to this Agreement in accordance with Article 8, shall each be referred
to as the "Fund" unless the context requires otherwise);
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
ARTICLE 1 TERMS OF APPOINTMENT; Duties of the Agency
1.01 Subject to the terms and conditions set forth in this Agreement, the Fund
hereby, employs and appoints the Agency to act as, and the Agency agrees
to act as, transfer agent for the Fund's authorized and issued shares of
beneficial interest ("Shares"), dividend disbursing agent and agent in
connection with any accumulation, open-
2
account or similar plans provided to the shareholders of the Fund
("Shareholders") and set out in the Prospectus (which term when used in
this Agreement includes the Statement of Additional Information) of the
Fund as now in effect or as hereafter amended or supplemented from time to
time without written objection by the Agency or as mutually agreed upon
from time to time.
1.02 The Agency agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by
agreement between the Fund and the Agency, the Agency shall:
(i) receive for acceptance, orders for the purchase of Shares,
and promptly deliver payment and appropriate documentation
therefore to the Custodian of the Fund authorized pursuant to
the Declaration of Trust of the Fund (the "Custodian");
(ii) pursuant to orders for the purchase of Shares, record the
purchase of the appropriate number of Shares in the
Shareholder's account and if requested by the Shareholders
and if the Trustees of the Fund have authorized the issuance
of share certificates, issue a certificate for the
appropriate number of shares;
(iii) pursuant to instructions provided by Shareholders,
reinvest income dividends and capital gain distributions;
(iv) receive for acceptance, redemption and repurchase
requests and directions, and deliver the appropriate
documentation therefor to the Custodian;
(v) at the appropriate time as and when it receives monies paid
to it by the Custodian with respect to any
2
3
redemption and repurchase, pay over or cause to be paid over
in the appropriate manner such monies as instructed by the
redeeming shareholders;
(vi) effect transfers of Shares by the registered owners thereof
upon receipt of appropriate instructions;
(vii) prepare and transmit payments for dividends and distributions
declared by the Fund;
(viii) maintain records of account for and advise the Fund and its
Shareholders as to the foregoing;
(ix) record the issuance of Shares of the Fund and maintain
pursuant to SEC Rule 17 Ad- 10(e) under the Securities
Exchange Act of 1934 a record of the total number of Shares
of the Fund which are authorized, based upon data provided to
it by the Fund, and issued and outstanding. The Agency shall
also provide the Fund on a regular basis with the total
number of Shares which are authorized and issued and
outstanding and shall have no obligations, when recording the
issuance of Shares, to monitor the issuance of such Shares or
to take cognizance of any laws relating to the issue or sale
of such Shares, which functions shall be the sole
responsibility of the Fund;
(x) provide an appropriate response to Shareholders with respect
to all correspondence and rejected trades;
3
4
(xi) report abandoned property to the various states as authorized
by the Fund in accordance with policies and principles agreed
upon by the Fund and Agency;
(xii) respond to all telephone inquiries from Shareholders or their
authorized representatives regarding the status of
Shareholder accounts;
(xiii) respond to correspondence from Shareholders or their
authorized representatives regarding the status of
Shareholder accounts or information related to
Shareholder accounts;
(xiv) perform all Shareholder account maintenance updates; and
(xv) maintain such records as shall enable the Fund to fulfill
the requirements of Form N-SAR or any successor report which
must be filed with the Securities and Exchange Commission.
(b) In addition to and not in lieu of the services set forth in the above
paragraph (a), the Agency shall:
(i) perform all of the customary services of a transfer agent, dividend
disbursing agent and, as relevant, agent in connection with
accumulation, open-account or similar plans, (including without
limitation any periodic investment plan or periodic withdrawal
program); including but not limited to: maintaining all Shareholder
accounts, preparing Shareholder meeting lists,
4
5
withholding all applicable taxes (including but not limited to all
withholding taxes imposed under the U.S. Internal Revenue Code and
Treasury regulations promulgated thereunder, and applicable state and
local laws to the extent consistent with good industry practice),
preparing and filing U.S. Treasury Department Forms 1099, Form 941
when applicable and other appropriate forms required with respect to
dividends, distributions and taxes withheld on Shareholder accounts
by federal authorities for all registered Shareholders, preparing and
mailing confirmation forms and statements of account to Shareholders
for all purchases, redemption and repurchases of Shares and other
confirmable transactions in Shareholder accounts, preparing and
mailing activity statements for Shareholders, and providing
Shareholder account information; and
(ii) provide daily and monthly a written report and access to information
which will enable the Fund to monitor the total number of Shares sold
and the aggregate public offering price thereof in each State by the
Fund, added by sales in each State of the registered Shareholder or
dealer branch office as defined by the Fund. If directed by the
Fund, each confirmation of the purchase which establishes a new
account will be
5
6
accompanied by a prospectus and any amendments or supplements
thereto.
(c) The Fund shall:
(1) identify to the Agency in writing those transactions and assets to
be treated as exempt from the blue sky reporting for each State; and
(2) verify the establishment of transactions for each State on the
system prior to activation and thereafter monitor the daily activity
for each State. The responsibility of the Agency for the Fund's blue
sky State registration status is solely limited to the initial
establishment of transactions subject to blue sky compliance by the
Fund and the reporting of such transactions to the Fund as provided
above.
(d) Additionally, the Agency shall:
(i) utilize a system to identify all share transactions which involve
purchase, redemption and repurchase orders that are processed at a
time other than the time of the computation of net asset value per
share next computed after receipt of such orders, and shall compute
the net effect upon the Fund of such transactions so identified on a
daily and cumulative basis.
(ii) If upon any day the cumulative net effect of such transactions upon
the Fund is negative and exceeds a
6
7
dollar amount equivalent to 1/2 of 1 cent per outstanding share, the
Agency shall promptly make a payment to the Fund in cash in such
amount as is necessary to reduce the negative cumulative net effect
to zero.
(iii) If on the last business day of a month that is the last month in the
Fund's fiscal half-year or fiscal year, a cumulative negative net
effect upon the Fund of 1/2 of 1 cent per outstanding share or less
exists, or a cumulative positive net effect upon the Fund of any
amount exists, the Agency shall bring the cumulative net effect upon
the Fund to zero.
(iv) The Agency shall supply to the Fund from time to time, as mutually
agreed upon, reports summarizing the transactions identified
pursuant to paragraph (i) above, and the daily and cumulative net
effects of such transactions, and shall advise The Fund at the end
of the net cumulative effect at such time. The Agency shall promptly
advise the Fund if at any time the cumulative net effect exceeds a
dollar amount equivalent to 2/5's of 1 cent per outstanding share
and 1/2 of 1 cent per outstanding share.
(v) This provision 1.02(d) of the Agreement may be terminated by the
Agency at any time without cause, effective as of the close business
on the date written notice is received by the Fund. Procedures
applicable to certain of these services may be established from time
to time by agreement between the Fund and the Agency.
Procedures applicable to certain of these services may be established from
time to time by agreement between the Fund and the Agency.
ARTICLE 2 FEES AND EXPENSES
2.01 For performance by the Agency pursuant to this Agreement, the Fund agrees
to pay the Agency an annual maintenance fee for each Shareholder account
as set out in
7
8
the fee schedule attached hereto. Such fees and out-of-pocket expenses
identified under Section 2.02 below may be changed from time to time
subject to mutual written agreement between the Fund and the Agency.
2.02 Any other expenses incurred by the Agency at the request or with the
consent of the Fund, will be reimbursed by the Fund.
2.03 The Fund may engage accounting firms or other consultants to evaluate the
fees paid by the Fund and the quality of services rendered by the Agency
hereunder, and such firms or other consultants shall be provided access by
the Agency to such information as may be reasonably required in connection
with such engagement. The Agency will give due consideration and regard
to the recommendations to the Fund in connection with such engagement, but
shall not be bound thereby.
ARTICLE 3 REPRESENTATION AND WARRANTIES OF THE AGENCY
The Agency represents and warrants to the Fund that:
3.01 It is a Delaware corporation duly organized and existing and in good
standing under the laws of the State of Delaware.
3.02 It has the legal power and authority to carry on its business in Delaware
and Ohio.
3.03 It is empowered under applicable laws and by its charter and By-Laws to
enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.05 It is duly registered as a transfer agent under Section 17A of the
Securities Exchange Act of 1934, as amended.
3.06 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
8
9
ARTICLE 4 REPRESENTATION AND WARRANTIES OF THE FUND
The Fund represents and warrants to the Agency that:
4.01 It is a business trust duly organized and existing under the laws of the
State of Delaware.
4.02 It is empowered under applicable laws and by its Declaration of Trust and
By-Laws to enter into and perform this Agreement.
4.03 All proceedings of the Trustees or otherwise required by said Declaration
of Trust and By-Laws have been taken to authorize it to enter into and
perform this Agreement.
4.04 It is an open-ended diversified investment company registered under the
Investment Company Act of 1940, as amended.
4.05 A registration statement under the Securities Act of 1933, as amended, is
currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made, with
respect to all Shares of the Fund being offered for sale.
ARTICLE 5 INDEMNIFICATION
5.01 To the extent the Agency acts in good faith and without negligence or
willful misconduct, the Agency will not be responsible for, and the Fund
shall indemnify and hold the Agency harmless from and against, any and all
losses, damages, costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to:
(a) All actions of the Agency or its agents or subcontractors required
to be taken pursuant to this Agreement;
(b) The Fund's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Fund's lack of good faith,
9
10
negligence or willful misconduct or which arise out of the breach of
any representation or warranty of the Fund hereunder;
(c) The reasonable reliance on or use by the Agency or its agents or
subcontractors of information, records and documents which:
(i) are received by the Agency or its agents or subcontractors and
furnished to it by or on behalf of the Fund; and
(ii) have been prepared and/or maintained by the Fund or any other
person or firm (except the Agency) on behalf of the Fund;
(d) The reasonable reliance on, or the carrying out by the Agency or its
agents or subcontractors of any instructions or requests of the Fund
or any person acting on behalf of the Fund; and
(e) The offer or sales of Shares in violation of any requirement under
the federal securities laws or regulations, or the securities laws or
regulations of any state that such Shares be registered in such
state, or in violation of any stop order or other determination or
ruling by any federal agency or any state with respect to the offer
or sale of such Shares in such state, unless such violation is the
result of the Agency's negligent or willful failure to comply with
the provisions of Section 1.02(b) of this Agreement.
5.02 The Agency shall indemnify and hold the Fund harmless from and against
any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to any action or
failure or omission to act by the Agency as a result of the Agency's lack
of good faith, negligence or willful misconduct.
10
11
5.03 At any time the Agency may apply to any officer of the Fund for
instructions, and may consult with legal counsel (which may be counsel to
the Fund) with respect to any matter arising in connections with the
services to be performed by the Agency under this Agreement, and the
Agency and its agents or subcontractors shall not be liable and shall be
indemnified by the Fund for any action taken or omitted by it in reliance
upon such instructions or upon the opinion of such counsel. The Agency,
its agents and subcontractors shall be protected and indemnified in acting
upon any paper or document furnished by or on behalf of the Fund,
reasonably believed to be genuine and to have been signed by the proper
person or persons, or upon any instruction, information, data, records or
documents provided the Agency or its agents or subcontractors by machine
readable input, fax, CRT data entry or other similar means authorized by
the Fund, and shall not be held to have notice of any change of authority
of any person, until receipt of written notice thereof from the Fund. The
Agency, its agents and subcontractors shall also be protected and
indemnified in recognizing share certificates which are reasonably
believed to bear the proper manual or facsimile signatures of the officer
of the Fund, and the proper countersignature of any former transfer agent
or registrar, or of a co-transfer agent or co-registrar.
5.04 In the event either party is unable to perform its obligations under the
terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other
causes reasonably beyond its control, such party shall not be liable for
damages to the other for any damages resulting from such failure to
perform or otherwise from such causes.
5.05 Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any act
or failure to act
11
12
hereunder, but each shall be liable for general damages resulting from
breach of this Agreement. For the purposes of this Agreement, the term
"general damages" shall include but shall not be limited to:
(a) All costs of correcting errors made by the Agency or its agents
or subcontractors in Fund shareholder accounts, including the expense
of computer time, computer programming and personnel;
(b) Amounts which the Fund is liable to pay to a person (or his
representative) who has purchased or redeemed, or caused to be
repurchased, Shares at a price which is higher, in the case of a
redemption or repurchase, than correct net asset value per Share,
but only to the extent that the price at which Shares were purchased,
redeemed or repurchased was incorrect as a result of either
(i) one or more errors caused by the Agency or its agents or
subcontractors in processing Shareholder accounts of
the Fund or
(ii) the posting by the Agency of the purchase, redemption of
repurchase of Shares subsequent to the time such purchase,
redemption or repurchase should have been posted pursuant to
laws and regulations applicable to open-end investment
companies, if the delay is caused by the Agency, its agents or
subcontractors;
(c) The value of dividends and distributions which were not credited
on Shares because of the failure of the Agency or its agents or
subcontractors to timely post the purchase of such Shares;
12
13
(d) The value of dividends and distributions which were incorrectly
credited on Shares because of the failure of the Agency or its agents
or subcontractors to timely post the redemption or repurchase of such
Shares;
(e) The value of dividends and distributions, some portion of which was
incorrectly credited, or was not credited, on Shares because of the
application by the Agency or its agents or subcontractors of an
incorrect dividend or distribution factor or otherwise;
(f) Penalties and interest which the Fund is required to pay because of
failure of the Agency or its agents or subcontractors to comply with
the information reporting and withholding (including backup
withholding) requirements of the Internal Revenue Code of 1986, as
amended, and applicable Treasury regulations thereunder, applicable
to Fund Shareholder accounts; and
(g) Interest in accordance with the laws of the State of Ohio on any
damages from the date of the breach of this Agreement.
5.06 In order that the indemnification provisions contained in this Article 5
shall apply, upon the assertion of a claim for which either party may be
required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the
other party advised with respect to all developments concerning such
claim. The party who may be required to indemnify shall have the option
at its expense to participate with the party seeking indemnification in
the defense of such claim. The party seeking indemnification shall in no
case confess any claim or make any compromise in any case in which the
13
14
other party may be required to indemnify it excepts with the other party's
prior written consent, which shall not be unreasonably withheld.
ARTICLE 6 COVENANTS OF THE FUND AND THE AGENCY
6.01 The Fund shall promptly furnish to the Agency the following:
(a) A certified copy of the resolution of the Trustees of the Fund
authorizing the appointment of the Agency and the execution and
delivery of this Agreement.
(b) A copy of the Declaration of Trust and By-Laws of the Fund and all
amendments thereto.
6.02 The Agency hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of share
certificates, check forms and facsimile signature imprinting devices, if
any; and for the preparation or use, and for keeping account of, such
certificates, forms and devices.
6.03 The Agency shall keep records relating to the services
performed hereunder, in the form and manner as it may deem
advisable. To the extent required by Section 31 of the
Investment Company Act of 1940, as amended, and the Rules
thereunder, the Agency agrees that all such records prepared
or maintained by the Agency relating to the services to be
performed by the Agency hereunder and those records that the
Fund and the Agency agree from time to time to be records of
the Fund are the property of the Fund and will be preserved,
maintained and made available in accordance with such Section
and Rules, and will be surrendered to the Fund promptly on
and in accordance with its request.
6.04 The Agency and the Fund agree that all books, records,
information and data pertaining to the business of the other
party which are exchanged or received
14
15
pursuant to the negotiation or the carrying out of this Agreement shall
remain confidential, and shall not be voluntarily disclosed to any other
person, except as may be required by law.
6.05 In case of any requests or demands for the inspection of the Shareholder
records of the Fund, the Agency will endeavor to notify the Fund and to
secure instructions from an authorized officer of the Fund as to such
request or inspection. The Agency reserves the right, however, to exhibit
the Shareholder records to any person whenever it is reasonably advised by
the counsel (which may be counsel to the Fund) that it may be held liable
for the failure to exhibit the Shareholder records to such person.
6.06 The Agency agrees to maintain disaster recovery capabilities
or a compatible configuration and to backup the Fund's master and input
files and to store such files in a secure off- premises location so that
in the event of a power failure or other interruption from whatever cause
at its principal place of business, the Fund's records are maintained
intact, and transactions can be processed at another location.
6.07 The Agency acknowledges that the Fund, as a registered investment company
under the Act, is subject to the provisions of the Act and the rules and
regulation thereunder, and that the offer and sale of the Fund's Shares
are subject to the provisions of federal and state laws and regulations
applicable to the offer and sale of securities. The Fund acknowledges that
the Agency is not responsible for the Fund's compliance with such laws and
regulations. If the Fund advises the Agency that a procedure of the
Agency related to the discharge of its obligations hereunder has or may
have effect of causing the Fund to violate any of such laws or
regulations,
15
16
the Agency shall use its best efforts to develop a mutually agreeable
alternative procedure which does not have such effect.
ARTICLE 7 TERMINATION OF AGREEMENT
7.01 This Agreement may be terminated by either party upon one hundred twenty
(120) days written notice to the other.
7.02 Should the Fund exercise its right to terminate this Agreement, all
out-of-pocket expenses associated with the movement of records and
materials will be borne by the Fund. Additionally, the Agency reserves the
right to charge for any other reasonable expenses associated with such
termination and/or a charge equivalent to the average of the most recent
three (3) months' fees.
ARTICLE 8 ADDITIONAL SERIES
8.01 In the event that the Fund establishes one or more series or Shares in
addition to the seven series with respect to which it desires to have the
Agency render services as transfer agent under the terms hereof, the
Agency and the Fund shall mutually agree in writing to have the Agency
provide services to such additional series hereunder, and the term "Fund"
hereunder, unless the context otherwise requires, shall be deemed to refer
to each such series of Shares. All recordkeeping and reporting shall be
done separately for each series. Unless the Fund and the Agency agree to
an amended fee schedule, the fee schedule attached hereto shall apply to
each series separately.
ARTICLE 9 ASSIGNMENT
9.01 Except as provided in Section 9.03 below, neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without
the written consent of the other party.
16
17
9.02 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
9.03 The Agency may, without further consent on the part of the
Fund, subcontract for the performance hereof with
(i) Boston Financial Data Services, Inc., a Massachusetts corporation
("BFDS") which is duly registered as a transfer agent pursuant to
Section 17A(c)(1) of the Securities Exchange Act of 1934 ("Section
17A(c)(1)"), or
(ii) any BFDS subsidiary or affiliate or any other entity the Agency
recommends; provided, however, that the Agency shall be as fully
responsible to the Fund for the acts and omissions of any
subcontractor as it is for its own acts and omissions.
ARTICLE 10 AMENDMENT
10.01 This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution
of the Trustees of the Fund and the Directors of the Agency.
ARTICLE 11 OHIO LAW TO APPLY; LIABILITY FOR FUND OBLIGATIONS
11.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of
Ohio. The name "Harbor Fund" is the designation of the Trustees for
the time being under a Declaration of Trust dated June 8, 1993, as
amended, and all person dealing with the Fund must look solely to the
Fund's property for the enforcement of any claims against the Fund as
neither the Trustees, officers, agents nor Shareholders assume any
personal liability for obligations entered into on behalf of the
Fund.
17
18
ARTICLE 12 MERGER OF AGREEMENT
12.01 This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the
subject hereof whether oral or written.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf under their seals by and
through their duly authorized officers, as of the day and year first above
written.
HARBOR FUND
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Xxxxxx X. Xxxxxx, President
ATTEST:
/s/ Xxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxx X. Xxxxxxx, Secretary
HARBOR TRANSFER, INC.
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Xxxxx X. Xxxxxxx, Vice President
ATTEST:
/s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxxx, Secretary
18
19
HARBOR TRANSFER, INC.
Fee Schedule for Services as Plan, Transfer and Dividend Disbursing Agent for
the following Fund:
Harbor International Fund II
_______________________________________________________________________________
Fees are based on an annual per shareholder account charge for account
maintenance. Fees are billable on a monthly basis at a rate of 1/12 of the
annual fee. A charge is made for an account beginning in the month that an
account opens and continues monthly until the account is closed.
The annual maintenance fee is $45 per account, per year, per Fund.
There shall be a minimum fee payment in the amount of $1,000 per month, per
Fund.
All mass mailings to shareholders shall be the responsibility of the Fund,
except that Harbor Transfer, Inc. shall provide the Fund with the appropriate
mailing labels.
HARBOR INTERNATIONAL FUND II HARBOR TRANSFER, INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
-------------------- --------------------------
Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxxxx
Title: President Title: Vice President
----------------- -----------------------
Date: June 1, 1996 Date: April 26, 1996
----------------- -----------------------
19
20
HARBOR TRANSFER, INC.
Fee Schedule for Services as Plan, Transfer and Dividend Disbursing Agent for
the following Fund:
Harbor International Growth Fund
-------------------------------------------
Fees are based on an annual per shareholder account charge for account
maintenance. Fees are billable on a monthly basis at a rate of 1/12 of the
annual fee. A charge is made for an account beginning in the month that an
account opens and continues monthly until the account is closed.
The annual maintenance fee is $45 per account, per year, per Fund.
There shall be a minimum fee payment in the amount of $1,000 per month, per
Fund.
All mass mailings to shareholders shall be the responsibility of the Fund,
except that Harbor Transfer, Inc. shall provide the Fund with the appropriate
mailing labels.
HARBOR INTERNATIONAL GROWTH FUND HARBOR TRANSFER, INC.
By: /s/ Xxxxxx. X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
------------------------- --------------------------
Xxxxxx. X. Xxxxxx Xxxxxx X. Xxxxxxxx
Title: President Title: Secretary & Treasurer
---------------------- ----------------------
Date: November 1, 1993 Date: November 1, 1993
----------------------- -----------------------
20
21
HARBOR TRANSFER, INC.
Fee Schedule for Services as Plan, Transfer and Dividend Disbursing Agent for
the following Funds:
Harbor International Fund
Harbor Growth Fund
Harbor Capital Appreciation Fund
Harbor Value Fund
Harbor Bond Fund
Harbor Short Duration Fund
Harbor Money Market Fund
--------------------------------------------
Fees are based on an annual per shareholder account charge for account
maintenance. Fees are billable on a monthly basis at a rate of 1/12 of the
annual fee. A charge is made for an account beginning in the month that an
account opens and continues monthly until the account is closed.
The annual maintenance fee is $45 per account, per year, per Fund.
There shall be a minimum fee payment in the amount of $1,000 per month, per
Fund.
All mass mailings to shareholders shall be the responsibility of the Fund,
except that Harbor Transfer, Inc. shall provide the Fund with the appropriate
mailing labels.
HARBOR INTERNATIONAL FUND HARBOR TRANSFER, INC.
HARBOR GROWTH FUND
HARBOR CAPITAL APPRECIATION FUND
HARBOR VALUE FUND
HARBOR BOND FUND
HARBOR SHORT DURATION FUND
HARBOR MONEY MARKET FUND
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------- --------------------------
X. X. Xxxxxx Xxxxx X. Xxxxx
Title: President Title: Senior Vice President
---------------------- -----------------------
Date: January 1, 1992 Date: Janury 1, 1992
----------------------- ------------------------
21
