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Exhibit 99.a(4)
HARBOR FUND
Establishment and Designation of Series
of Shares of Beneficial Interest
$.01 Par Value
November 1, 2000
The undersigned, being a majority of the Trustees of Harbor Fund, a
Delaware business trust (the "Trust"), acting pursuant to ARTICLE N. 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 eleven 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 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 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 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 he 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 he 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
charge 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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Howard P. Colhoun
as Trustee and not individually
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John P. Gould
as Trustee and not individually
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Roger F. Smith
as Trustee and not individually
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