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EXHIBIT 99(d)(7)
June ___, 2001
Harbor Capital Advisors, Inc.
Xxx XxxXxxx
Xxxxxx, Xxxx 00000
INVESTMENT ADVISORY AGREEMENT
(HARBOR INTERNATIONAL FUND II)
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 International Fund II (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 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 (the "By-Laws").
(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.
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
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INVESTMENT ADVISORY AGREEMENT
HARBOR INTERNATIONAL FUND II
JUNE ___, 2001
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 Advisers 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 in
accordance with the requirements of the Investment Company Act of
1940, as amended, and as such requirements may be modified by rule,
regulation or order of the Securities and Exchange Commission.
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 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
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INVESTMENT ADVISORY AGREEMENT
HARBOR INTERNATIONAL FUND II
JUNE ___, 2001
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 the foregoing
expenses that 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
.75% 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 of the 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 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
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INVESTMENT ADVISORY AGREEMENT
HARBOR INTERNATIONAL FUND II
JUNE ___, 2001
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 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 by the Trust,
to be acting in such 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 June ___, 2003 and from year to year thereafter,
but only so long as such continuance is specifically approved at least
annually in the manner prescribed in 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
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INVESTMENT ADVISORY AGREEMENT
HARBOR INTERNATIONAL FUND II
JUNE ___, 2001
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.
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.
HARBOR FUND ON BEHALF OF
HARBOR INTERNATIONAL FUND II
By:
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Xxxxx X. Xxxxxxxx, President
The foregoing Agreement is hereby accepted as of the date thereof.
HARBOR CAPITAL ADVISORS, INC.
By:
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Xxxxxxxxx X. Xxxxxxx, Senior Vice President
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