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EXHIBIT 99.a(5)
HARBOR FUND
Establishment and Designation of Series
of Shares of Beneficial Interest
$.01 Par Value
February 1, 2001
The undersigned, being a majority of the Trustees of Harbor Fund, a
Delaware business trust (the "Trust"), acting pursuant to ARTICLE IV, Section 1
of the Trust's Agreement and Declaration of Trust dated June 8, 1993 as amended
from time to time (the "Declaration of Trust"), hereby divide the shares of
beneficial interest of the Trust into twelve separate series (each individually
a "Fund" or collectively the "Funds"), each Fund hereby created having the
following relative rights and preferences.
1. The Funds shall be designated as follows:
Harbor Mid Cap Growth Fund
Harbor Growth Fund
Harbor Small Cap Growth Fund
Harbor Global Equity Fund
Harbor International Growth Fund
Harbor Capital Appreciation Fund
Harbor International Fund II
Harbor International Fund
Harbor Value Fund
Harbor Bond Fund
Harbor Short Duration Fund
Harbor Money Market Fund
2. Each Fund shall be authorized to hold cash and invest in securities and
instruments and use investment techniques as described in the Trust's
registration statement under the Securities Act of 1933, as amended
from time to time. Each share of beneficial interest, $.01 par value,
of each Fund shall be redeemable as provided in the Declaration of
Trust, shall be entitled to one vote (or fraction thereof in respect of
a fractional share) on matters on which shares of that Fund shall be
entitled to vote and shall represent a pro rata beneficial interest in
the assets allocated to that Fund. The proceeds of sales of shares of a
Fund, together with any income and gain thereon, less any diminution or
expenses thereof, shall irrevocably belong to that Fund, unless
otherwise required by law. Each share of a Fund shall be entitled to
receive its pro rata share of net assets of that Fund upon liquidation
of that Fund. Upon redemption of shareholder's shares, or
indemnification for liabilities incurred by reason of a shareholder
being or having been a shareholder of a Fund, such shareholder shall be
paid solely out of the property of such Fund.
3. Shareholders of each Fund shall vote separately as a series on any
matter except, consistent with the Investment Company Acts of 1940, as
amended (the "Act"), and the rules and the Trust's registration
statement thereunder, (i) the election of Trustees, (ii) any amendment
of the Declaration of Trust, unless the amendment affects fewer than
all series, in which case shareholders of the affected series shall
vote separately, and (iii) ratification of the selection of auditors.
In each case of such separate voting, the Trustees shall determine
whether, for the matter to be effectively acted upon within the meaning
of Rule 18f-2 under the Act or any successor rule as to a Fund, the
applicable percentage (as specified in the Declaration of Trust, or the
Act and the rules thereunder) of the shares of that Fund alone must be
voted in favor of the matter, or whether the favorable vote of such
applicable percentage of the shares of each Fund entitled to vote on
the matter is required.
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4. The shares of the Trust outstanding on the date set forth in the
resolution of the Trustees establishing and designating the series of
the Trust shall remain classified as shares of the Funds designated as
Harbor Mid Cap Growth Fund, Harbor Growth Fund, Harbor Small Cap Growth
Fund, Harbor International Growth Fund, Harbor Capital Appreciation
Fund, Harbor International Fund II, Harbor International Fund, Harbor
Value Fund, Harbor Bond Fund, Harbor Short Duration Fund, and Harbor
Money Market Fund.
5. The assets and liabilities of the Trust existing on the date hereof
shall, except as provided below, remain allocated among the Funds
designated as Harbor Mid Cap Growth Fund, Harbor Growth Fund, Harbor
Small Cap Growth Fund, Harbor International Growth Fund, Harbor Capital
Appreciation Fund, Harbor International Fund II, Harbor International
Fund, Harbor Value Fund, Harbor Bond Fund, Harbor Short Duration Fund,
and Harbor Money Market Fund and hereafter, the assets and liabilities
of the Trust shall be allocated among the Funds designated in Paragraph
1 above, as set forth in ARTICLE IV, Section 4 of the Declaration of
Trust, except as provided below:
(a) Costs incurred by the Trust on behalf of a Fund in connection
with the organization, registration and public offering of
shares of such Fund shall be paid for by such Fund beginning
with the month that such Fund commences or commended (as the
case may be) operations.
(b) The liabilities, expenses, costs, charges or reserves of the
Trust which are not readily identifiable as belonging to any
particular Fund shall be allocated among the Funds on the
basis of their relative average daily net assets except where
allocation of direct expenses can otherwise fairly be made.
(c) The Trustees may from time to time in particular cases make
specific allocations of assets or liabilities among the Funds.
6. The Trustees (including any successor Trustees) shall have the right at
any time and from time to time to reallocate assets and expenses or to
change the designation of any Fund now or hereafter created, or to
otherwise change the relative rights and preferences of any such Fund,
provided that such change shall not adversely affect the right of
shareholders of a Fund.
Executed as of the date first noted above.
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David G. Van Hooser
as Trustee and not individually
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Howard P. Colhoun
as Trustee and not individually
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John P. Gould
as Trustee and not individually
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Rodger F. Smith
as Trustee and not individually
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