Advisory Agreement Approvals—Continued
at the Meeting and at prior meetings, the Harbor funds’ operations and the Adviser’s ability, consistent with the “manager-of-managers” structure of many Harbor funds, to (i) identify and recommend to the Trustees a subadviser for the funds, (ii) monitor and oversee the performance and investment capabilities of the Subadvisers, and (iii) recommend the replacement of a subadviser where appropriate.
At the Meeting, the Trustees, including the Independent Trustees voting separately, determined, in the exercise of their business judgment, that the terms of the Investment Advisory Agreements and the Subadvisory Agreements with respect to the Funds were fair and reasonable and approved the Investment Advisory Agreements and each of the Subadvisory Agreements for an initial two-year term as being in the best interests of the Funds and their future shareholders.
In their deliberations, the Independent Trustees had the opportunity to meet privately without representatives of Harbor Capital or the Subadvisers present and were represented throughout the process by legal counsel to the Independent Trustees and the Trust.
In considering the approval of the Fund’s proposed Investment Advisory Agreement, Subadvisory Agreements, and, in the case of Embark Small Cap Equity Fund, Sub-subadvisory Agreement, the Board, including the Independent Trustees, evaluated a number of factors it considered relevant to its determination. The Board did not identify any single factor as all-important or controlling, and individual Trustees did not necessarily attribute the same weight or importance to each factor.
Among the factors considered by the Trustees in approving the new Investment Advisory Agreements and Subadvisory Agreements were the following:
•The nature, extent, and quality of the services expected to be provided by Harbor Capital and each Subadviser, including the background, education, expertise and experience of the investment professionals of Harbor Capital and each Subadviser to provide services to each Fund;
•The favorable history, reputation, qualifications and background of Harbor Capital and each Subadviser, as well as the qualifications of their personnel;
•The fees proposed to be charged by Harbor Capital and each Subadviser for investment advisory and subadvisory services, respectively, including the portion of the fees to be retained by Harbor Capital, after payment of each Subadviser’s fees, for investment advisory and related services to be provided by Harbor Capital (including investment, business, legal, compliance, financial and administrative services);
•The proposed fees and expense ratios of each Fund relative to the expense ratios of similar investment companies;
•The investment performance of each Subadviser in managing other accounts in a style similar to the style to be utilized in, with respect to the Embark Commodity Strategy Fund, managing its sleeve of the Fund’s portfolio, or, with respect to the Embark Small Cap Equity Fund, supplying its model portfolio to Harbor Capital, together with simulated performance for each Fund reflecting a combination of the applicable strategies;
•Information received at meetings throughout the year related to services rendered by Harbor Capital;
•Any “fall out” benefits that might inure to Harbor Capital, each Subadviser and their respective affiliates as a result of their relationship with the Funds;
•Information received at regular meetings throughout the year related to Harbor Capital’s profitability;
•The expected profitability of Harbor Capital with respect to the Funds; and
•The extent to which economies of scale might be realized as each Fund grows, and the extent to which each Fund’s proposed advisory fee level reflects any economies of scale for the benefit of fund investors.
Nature, Extent, and Quality of Services
In evaluating the nature, extent, and quality of the services to be provided by Harbor Capital, the reasonableness of the overall compensation provided under the proposed Investment Advisory Agreement and other considerations, the Trustees considered Harbor Capital’s ability, consistent with the manager-of-managers structure of many Harbor funds, to identify and recommend to the Trustees quality subadvisers for the Funds, to monitor and oversee the performance and investment capabilities of each