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FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Harbor Fund
2. Name of each series or class of funds for which this notice is filed:
Harbor International Growth Fund Harbor Value Fund
Harbor Growth Fund Harbor Bond Fund
Harbor Capital Appreciation Fund Harbor Short Duration Fund
Harbor International Fund II Harbor Money Market Fund
Harbor International Fund
3. Investment Company Act File Number: 811-4676
Securities Act File Number: 33-5852
4. Last day of fiscal year for which this notice is filed:
October 31, 1996
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
None
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal
year:
234,599,962 Shares and Aggregate Sale Price: $2,503,828,537
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
234,599,962 Shares and Aggregate Sale Price: $2,503,828,537
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
9,747,393 Shares and Aggregate Sale Price: $120,655,287
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $ 2,503,828,537
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11,if applicable):
+120,655,287
(iii)Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 1,461,961,775
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): + -0-
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (I), plus line
(ii), less line (iii), plus line (iv)] (if applicable):
=1,162,521,049
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see Instruction
C.6): x .00030303
(vii)Fee due [line (I) or line (v) multiplied by line (vi)]:
$ 360,519
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v)
only if the form is being filed within 60 days after the close of
the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a). [X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: December 23, 1996
SIGNATURES
This report has been signed below by the following person on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* CONSTANCE L. SOUDERS, TREASURER
Date December 23, 1996
* Please print the name and title of the signing officer below the
signature.
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HARBOR FUND
Certificate of Chief Financial Officer
I, Constance L. Souders, hereby certify that I am the duly elected acting
Chief Financial Officer of Harbor Fund (the "Fund"); that, during the
fiscal year of the Fund ended October 31, 1996, the Fund issued and sold
234,599,962 shares of beneficial interest in reliance upon the registration
under the Securities Act of 1933, as amended, of an indefinite number of
shares of beneficial interest pursuant to a declaration made pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as amended; and that,
in connection with the issuance and sale of said 234,599,962 shares of its
beneficial interest, the Fund or its agent received the consideration
therefor required by the provisions of the Fund's Agreement and Declaration
of Trust dated June 8, 1993, as amended, at the Board of Trustees Meeting
of July 29, 1994, and the Fund's current Prospectus.
/S/ Constance L. Souders December 23, 1996
Constance L. Souders
Chief Financial Officer
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December 20, 1996
Harbor Fund
One SeaGate
Toledo, Ohio 43666
Re: Harbor Fund
Ladies and Gentlemen:
We have acted as special Delaware counsel to Harbor
Fund, a Delaware business trust (the "Trust"), in connection with
certain matters relating to the issuance of Shares in the Trust.
Capitalized terms used herein and not otherwise herein defined
are used as defined in the Agreement and Declaration of Trust of
the Trust dated June 8, 1993 (the "Governing Instrument").
We understand that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, the Trust registered
an indefinite number of Shares under the Securities Act of 1933,
as amended. We further understand that the Trust is about to
file with the Securities and Exchange Commission a notice
pursuant to Rule 24f-2 under the 1940 Act (the "Notice") making
definite the registration of 234,599,962 Shares sold in reliance
upon Rule 24f-2 during the period from November 1, 1995 through
October 31, 1996.
In rendering this opinion, we have examined copies of
the following documents, each in the form provided to us: the
Certificate of Trust of the Trust filed in the Office of the
Secretary of State of the State of Delaware (the "Recording
Office") on June 8, 1993 (the "Certificate"); as amended by a
Certificate of Amendment thereto filed in the Recording Office on
September 9, 1994; the Governing Instrument; the By-laws of the
Trust; the Notice; certain resolutions of the Trustees of the
Trust; the Trust's Notification of Registration Filed Pursuant to
Section 8(a) of the Investment Company Act of 1940 on Form N-8A
as filed with the Securities and Exchange Commission on June 24,
1993; Post-Effective Amendment No. 15 to the Trust's Registration
Statement on Form N-1A as filed with the Commission on June 18,
1993; a Certificate of Chief Financial Officer of the Trust dated
December 20, 1996; and a certification of good standing of the
Trust obtained as of a recent date from the Recording Office. In
such examinations, we have assumed the genuineness of all signa
tures, the conformity to original documents of all documents
submitted to us as copies or drafts of documents to be executed,
and the legal capacity of natural persons to complete the
execution of documents. We have further assumed for the purpose
of this opinion: (i) the due authorization, execution and
delivery by, or on behalf of, each of the parties thereto of the
above-referenced instruments, certificates and other documents,
and of all documents contemplated by the Governing Instrument,
the By-laws and applicable resolutions of the Trustees to be
executed by investors desiring to become Shareholders; (ii) the
payment of consideration for Shares, and the application of such
consideration, as provided in the Governing Instrument, and
compliance with the other terms, conditions and restrictions set
forth in the Governing Instrument, the By-laws and all applicable
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resolutions of the Trustees in connection with the issuance of
Shares (including, without limitation, the taking of all
appropriate action by the Trustees to designate Series of Shares
and the rights and preferences attributable thereto as
contemplated by the Governing Instrument); (iii) that appropriate
notation of the names and addresses of, the number of Shares held
by, and the consideration paid by, Shareholders will be
maintained in the appropriate registers and other books and
records of the Trust in connection with the issuance, redemption
or transfer of Shares; (iv) that no event has occurred subsequent
to the filing of the Certificate that would cause a termination
or reorganization of the Trust under Section 4 or Section 5 of
Article X of the Governing Instrument; (v) that the activities of
the Trust have been and will be conducted in accordance with the
terms of the Governing Instrument, the By-laws and the Delaware
Act; and (vi) that each of the documents examined by us is in
full force and effect and has not been modified, supplemented or
otherwise amended. No opinion is expressed herein with respect
to the requirements of, or compliance with, federal or state
securities or blue sky laws. Further, we express no opinion on
the sufficiency or accuracy of any registration or offering
documentation relating to the Trust or the Shares. As to any
facts material to our opinion, other than those assumed, we have
relied without independent investigation on the above-referenced
documents and on the accuracy, as of the date hereof, of the
matters therein contained.
Based on and subject to the foregoing, and limited in
all respects to matters of Delaware law, it is our opinion that:
1. The Trust is a duly organized and validly existing
business trust in good standing under the laws of the State of
Delaware.
2. The Shares subject to the Notice constitute
legally issued, fully paid and non-assessable Shares of benefi
cial interest in the Trust.
3. Under the Delaware Act and the terms of the
Governing Instrument, each Shareholder of the Trust, in such
capacity, will be entitled to the same limitation of personal
liability as that extended to stockholders of private corpora
tions for profit organized under the General Corporation Law of
the State of Delaware; provided, however, that we express no
opinion with respect to the liability of any Shareholder who is,
was or may become a named Trustee of the Trust. Neither the
existence nor exercise of the voting rights granted to
Shareholders under the Governing Instrument will, of itself,
cause a Shareholder to be deemed a trustee of the Trust under the
Delaware Act.
We hereby consent to the filing of a copy of this
opinion with the Securities and Exchange Commission together with
the Notice. In giving this consent, we do not thereby admit that
we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the
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rules and regulations of the Securities and Exchange Commission
thereunder. Except as provided in this paragraph, the opinion
set forth above is expressed solely for the benefit of the
addressee hereof and may not be relied upon by, or filed with,
any other person or entity for any purpose without our prior
written consent.
Sincerely,
MORRIS, NICHOLS, ARSHT & TUNNELL
