Common use of Avoidance of Inconsistent Position Clause in Contracts

Avoidance of Inconsistent Position. (a) In connection with purchases and sales of portfolio securities for the account of the Fund, the Subadviser will not act as a principal or agent or receive any commission except as permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser 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 the Subadviser. In the selection of such brokers or dealers and the placing of such orders, the Subadviser is directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described herein. It is understood that it is desirable for the Fund that the Subadviser have access to supplemental investment and market research and security and economic analyses provided by 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, the Subadviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934, 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 the Subadviser in connection with its services (and the services of the Subadviser's affiliates) to other clients. (b) On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Subadviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such clients.

Avoidance of Inconsistent Position. (a) In connection with ---------------------------------- purchases and or sales of portfolio securities for the account of the Fund, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser 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 (including Xxxxxxx, Sachs & Co.) selected by the Subadviseryou. In the selection of such brokers or dealers (including Xxxxxxx, Xxxxx & Co.) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by 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, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the TrustCompany's Trustees Board of Directors 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 the Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients 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. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you or any of your affiliates acts as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales ---------------------------------- of portfolio securities for the account of the FundFunds, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser You or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the each Fund's account with brokers or dealers (including Xxxxxxx, Xxxxx & Co.) selected by the Subadviseryou. In the selection of such brokers or dealers (including Xxxxxxx, Sachs & Co.) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund Funds the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund Funds that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the a Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund Funds with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the TrustRegistrant'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 the Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients concerning the Shares of the Funds, you will act solely as investment counsel for such clients and not in any way on behalf of any Fund. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the a Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you or any of your affiliates acts as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers. In addition, you are authorized to take into account the sale of shares of the Registrant in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with you), provided that you believe that the quality of the transaction and the commission is comparable to what they would be with other qualified firms.

Avoidance of Inconsistent Position. (a) In connection with purchases and sales of portfolio securities for the account of the Fund, the Subadviser will not act as a principal or agent or receive any commission except as permitted by the Investment Company Act of 1940, as amended (the "“1940 Act"”). The Subadviser shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the Fund's ’s account with brokers or dealers selected by the Subadviser. In the selection of such brokers or dealers and the placing of such orders, the Subadviser is directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described herein. It is understood that it is desirable for the Fund that the Subadviser have access to supplemental investment and market research and security and economic analyses provided by 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, the Subadviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934, subject to review by the Trust's ’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 the Subadviser in connection with its services (and the services of the Subadviser's ’s affiliates) to other clients. (b) On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Subadviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such clients.

Avoidance of Inconsistent Position. (a) In connection with purchases and or ---------------------------------- sales of portfolio securities for the account of the Fund, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser 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 (including Xxxxxxx, Sachs & Co.) selected by the Subadviseryou. In the selection of such brokers or dealers (including Xxxxxxx, Xxxxx & Co.) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by 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, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the TrustRegistrant'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 the Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients 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. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you act as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales of portfolio securities for the account of the FundFunds, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser You or your agent (or one or more sub-advisers or their agents) shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the each Fund's ’s account with brokers or dealers (including Gxxxxxx, Sachs & Co.) selected by the Subadviseryou (or them). In the selection of such brokers or dealers (including Gxxxxxx, Sxxxx & Co.) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund Funds the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund Funds that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the a Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund Funds with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the Trust's Registrant’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 the Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients concerning the Shares of the Funds, you will act solely as investment counsel for such clients and not in any way on behalf of any Fund. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the a Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you or any of your affiliates acts as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales ---------------------------------- of portfolio securities for the account of the Fund, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser 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 (including Xxxxxxx, Sachs & Co.) selected by the Subadviseryou. In the selection of such brokers or dealers (including Xxxxxxx, Xxxxx & Co.) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by 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, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the Trust's Board of 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 the Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients 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. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you act as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales ---------------------------------- of portfolio securities for the account of the Fund, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser 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 (including Xxxxxxx, Sachs & Co.) selected by the Subadviseryou. In the selection of such brokers or dealers (including Xxxxxxx, Xxxxx & Co.) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by 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, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the Trust's Board of 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 the Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients concerning the Units of the Fund, you will act solely as investment counsel for such clients and not in any way on behalf of the Fund. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you act as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales of portfolio securities for the account of the a Fund, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser You or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the Fund's ’s account with brokers or dealers (including Xxxxxxx, Sachs & Co. or an affiliate thereof) selected by the Subadviseryou. In the selection of such brokers or dealers (including Xxxxxxx, Xxxxx & Co. or an affiliate thereof) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by 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, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the Trust's Registrant’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 the Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients concerning the Shares of a Fund, you will act solely as investment counsel for such clients and not in any way on behalf of any Fund. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you or any of your affiliates acts as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales of portfolio securities for the account of the Fund, the Subadviser neither you nor any of your partners, directors, officers or employees nor any subadviser engaged by you pursuant to paragraph 3 hereof will not act as a principal or agent or receive any commission except as permitted by the Investment Company Act of 1940, as amended (the "1940 Act")commission. The Subadviser 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 the Subadviseryou. In the selection of such brokers or dealers and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by 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 INVESTMENT ADVISORY AGREEMENT HARBOR SMALL TO MID CAP VALUE FUND MAY 1, 2007 and efficient execution. Therefore, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934certain 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 the Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On occasions when . If any occasion should arise in which you give any advice to clients of yours concerning the Subadviser deems the purchase or sale of a security to be in the best interest Shares of the Fund Fund, you will act solely as well as other clients, the Subadviser, to the extent permitted by applicable laws investment counsel for such clients and regulations, may aggregate the securities to be sold or purchased not in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation any way on behalf of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations 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 such clientsothers.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales ---------------------------------- of portfolio securities for the account of the FundFunds, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser You or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the each Fund's account with brokers or dealers (including Xxxxxxx, Xxxxx & Co.) selected by the Subadviseryou. In the selection of such brokers or dealers (including Xxxxxxx, Sachs & Co.) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund Funds the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund Funds that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the a Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund Funds with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the TrustRegistrant's Trustees Board of [Trustees/Directors] 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 the Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients concerning the Shares of the Funds, you will act solely as investment counsel for such clients and not in any way on behalf of any Fund. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the a Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you or any of your affiliates acts as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers. In addition, you are authorized to take into account the sale of shares of the Registrant in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with you), provided that you believe that the quality of the transaction and the commission is comparable to what they would be with other qualified firms.

Avoidance of Inconsistent Position. (a) In connection with purchases and or ---------------------------------- sales of portfolio securities for the account of the Fund, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser 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 (including Xxxxxxx, Xxxxx & Co.) selected by the Subadviseryou. In the selection of such brokers or dealers (including Xxxxxxx, Sachs & Co.) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by 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, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the Trust's Board of 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 the Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients concerning the Units of the Fund, you will act solely as investment counsel for such clients and not in any way on behalf of the Fund. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you act as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers. You will advise the Trust's Custodian and the Adviser on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the description and amount or number of units of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Adviser may reasonably request, you will furnish to the Trust's officers and to each of its Trustees reports on portfolio transactions and reports on issues of securities held in the portfolio, all in such detail as the Trust or the Adviser may reasonably request.

Avoidance of Inconsistent Position. (a) In connection with purchases and ---------------------------------- or sales of portfolio securities for the account of the Fund, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser 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 (including Xxxxxxx, Sachs & Co.) selected by the Subadviseryou. In the selection of such brokers or dealers (including Xxxxxxx, Xxxxx & Co.) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by 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, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the Trust's Board of 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 the Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients 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. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you act as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales of portfolio securities for the account of the FundFunds, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser You or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the each Fund's account with brokers or dealers (including Xxxxxxx, Sachs & Co.) selected by the Subadviseryou. In the selection of such brokers or dealers (including Xxxxxxx, Xxxxx & Co.) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund Funds the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund Funds that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the a Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund Funds with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the TrustRegistrant'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 the Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients concerning the Shares of the Funds, you will act solely as investment counsel for such clients and not in any way on behalf of any Fund. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the a Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you or any of your affiliates acts as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers. In addition, you are authorized to take into account the sale of shares of the Registrant in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with you), provided that you believe that the quality of the transaction and the commission is comparable to what they would be with other qualified firms.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales of portfolio securities for the account of the FundFunds, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser You or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the each Fund's account with brokers or dealers (including Xxxxxxx, Xxxxx & Co.) selected by the Subadviseryou. In the selection of such brokers or dealers (including Xxxxxxx, Sachs & Co.) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund Funds the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund Funds that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the a Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund Funds with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the TrustRegistrant'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 the Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients concerning the Shares of the Funds, you will act solely as investment counsel for such clients and not in any way on behalf of any Fund. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the a Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you or any of your affiliates acts as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers. In addition, you are authorized to take into account the sale of Shares of the Registrant in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with you), provided that you believe that the quality of the transaction and the commission is comparable to what they would be with other qualified firms.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales ---------------------------------- of portfolio securities for the account of the Fund, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser 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 (including Xxxxxxx, Xxxxx & Co.) selected by the Subadviseryou. In the selection of such brokers or dealers (including Xxxxxxx, Xxxxx & Co.) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by 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, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the TrustCompany's Board of 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 the Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients 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. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you or any of your affiliates acts as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales of portfolio securities for the account of the Fund, the Subadviser neither you nor any of your partners, directors, officers or employees nor any subadviser engaged by you pursuant to paragraph 3 hereof will not act as a principal or agent or receive any commission except as permitted by the Investment Company Act of 1940, as amended (the "1940 Act")commission. The Subadviser 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 the Subadviseryou. In the selection of such brokers or dealers and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by INVESTMENT ADVISORY AGREEMENT HARBOR SMALL COMPANY GROWTH FUND FEBRUARY 1, 2006 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, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934certain 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 the Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On occasions when . If any occasion should arise in which you give any advice to clients of yours concerning the Subadviser deems the purchase or sale of a security to be in the best interest Shares of the Fund Fund, you will act solely as well as other clients, the Subadviser, to the extent permitted by applicable laws investment counsel for such clients and regulations, may aggregate the securities to be sold or purchased not in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation any way on behalf of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations 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 such clientsothers.

Avoidance of Inconsistent Position. (a) In connection with purchases and sales of portfolio securities for the account of the Fund, the Subadviser will not act as a principal or agent or receive any commission except as permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser 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 the Subadviser. In the selection of such brokers or dealers and the placing of such orders, the Subadviser is directed at all times to seek for the Fund fund the most favorable execution and net price available except as otherwise described herein. It is understood that it is desirable for the Fund that the Subadviser have access to supplemental investment and market research and security and economic analyses provided by 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, the Subadviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934, 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 the Subadviser in connection with its services (and the services of the Subadviser's affiliates) to other clients. (b) On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Subadviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such clients.

Avoidance of Inconsistent Position. (a) In connection with ---------------------------------- purchases and or sales of portfolio securities for the account of the Fund, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser 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 (including Xxxxxxx, Xxxxx & Co.) selected by the Subadviseryou. In the selection of such brokers or dealers (including Xxxxxxx, Sachs & Co.) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by 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, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the TrustCompany's Trustees Board of Directors 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 the Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients 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. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you act as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers. You will advise the Company's Custodian and the Adviser on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the description and amount or number of Shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Directors of the Company or the Adviser may reasonably request, you will furnish to the Company's officers and to each of its Directors reports on portfolio transactions and reports on issues of securities held in the portfolio, all in such detail as the Company or the Adviser may reasonably request.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales of portfolio securities for the account of the Fund, the Subadviser neither you nor any of your partners, directors, officers or employees nor any subadviser engaged by you pursuant to paragraph 3 hereof will not act as a principal or agent or receive any commission except as permitted by the Investment Company Act of 1940, as amended (the "1940 Act")commission. The Subadviser 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 the Subadviseryou. In the selection of such brokers or dealers and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by 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 INVESTMENT ADVISORY AGREEMENT HARBOR REAL RETURN (INFLATION PROTECTED) FUND DECEMBER 1, 2005 and efficient execution. Therefore, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934certain 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 the Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On occasions when . If any occasion should arise in which you give any advice to clients of yours concerning the Subadviser deems the purchase or sale of a security to be in the best interest Shares of the Fund Fund, you will act solely as well as other clients, the Subadviser, to the extent permitted by applicable laws investment counsel for such clients and regulations, may aggregate the securities to be sold or purchased not in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation any way on behalf of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations 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 such clientsothers.

Avoidance of Inconsistent Position. (a) In connection with purchases and sales of portfolio securities for the account of the Fund, neither the Subadviser Manager nor any of its Directors, officers or employees will not act as a principal or agent or receive any commission except as permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser Manager 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 the SubadviserManager. In the selection of such brokers or dealers and the placing of such orders, the Subadviser Manager is directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described herein. It is understood that it is desirable for the Fund that the Subadviser Manager have access to supplemental investment and market research and security and economic analyses provided by 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, the Subadviser Manager is authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 19341934 and applicable regulatory guidance, 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 the Subadviser Manager in connection with its the Manager's services (and the services of the Subadviser's or its affiliates' services) to other clients. (b) On occasions when the Subadviser Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the SubadviserManager, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such clients.

Avoidance of Inconsistent Position. (a) In connection with purchases and or ---------------------------------- sales of portfolio securities for the account of the Fund, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser 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 (including Xxxxxxx, Sachs & Co.) selected by the Subadviseryou. In the selection of such brokers or dealers (including Xxxxxxx, Xxxxx & Co.) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by 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, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the Trust's Board of 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 the Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients 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. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you act as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales of portfolio securities for the account of the FundFunds, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser You or your agent (or one or more sub-advisers or their agents) shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the each Fund's account with brokers or dealers (including Xxxxxxx, Sachs & Co.) selected by the Subadviseryou (or them). In the selection of such brokers or dealers (including Xxxxxxx, Xxxxx & Co.) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund Funds the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund Funds that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the a Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund Funds with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the TrustRegistrant'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 the Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients concerning the Shares of the Funds, you will act solely as investment counsel for such clients and not in any way on behalf of any Fund. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the a Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you or any of your affiliates acts as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales of portfolio securities for the account of the Fund, the Subadviser neither you nor any of your partners, directors, officers or employees nor any subadviser engaged by you pursuant to paragraph 3 hereof will not act as a principal or agent or receive any commission except as permitted by the Investment Company Act of 1940, as amended (the "1940 Act")commission. The Subadviser 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 the Subadviseryou. In the selection of such brokers or dealers and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund that the Subadviser you have access to INVESTMENT ADVISORY AGREEMENT HARBOR HIGH-YIELD BOND FUND DECEMBER 1,2002 supplemental investment and market research and security and economic analyses provided by 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, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934certain 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 the Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On occasions when . If any occasion should arise in which you give any advice to clients of yours concerning the Subadviser deems the purchase or sale of a security to be in the best interest Shares of the Fund Fund, you will act solely as well as other clients, the Subadviser, to the extent permitted by applicable laws investment counsel for such clients and regulations, may aggregate the securities to be sold or purchased not in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation any way on behalf of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations 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 such clientsothers.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales of portfolio securities for the account of the FundFunds, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser You or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the each Fund's account with brokers or dealers (including Xxxxxxx, Sachs & Co.) selected by the Subadviseryou. In the selection of such brokers or dealers (including Xxxxxxx, Xxxxx & Co.) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund Funds the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund Funds that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the a Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund Funds with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the TrustRegistrant'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 the Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients concerning the Shares of the Funds, you will act solely as investment counsel for such clients and not in any way on behalf of any Fund. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the a Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you or any of your affiliates acts as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers. In addition, you are authorized to take into account the sale of Shares of the Registrant in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with you), provided that you believe that the quality of the transaction and the commission is comparable to what they would be with other qualified firms.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales of portfolio securities for the account of the Fund, the Subadviser neither you nor any of your partners, directors, officers or employees nor any subadviser engaged by you pursuant to paragraph 3 hereof will not act as a principal or agent or receive any commission except as permitted by the Investment Company Act of 1940, as amended (the "1940 Act")commission. The Subadviser 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 the Subadviseryou. In the selection of such brokers or dealers and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by 4 INVESTMENT ADVISORY AGREEMENT HARBOR SHORT DURATION FUND 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, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934certain 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 the Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On occasions when . If any occasion should arise in which you give any advice to clients of yours concerning the Subadviser deems the purchase or sale of a security to be in the best interest Shares of the Fund Fund, you will act solely as well as other clients, the Subadviser, to the extent permitted by applicable laws investment counsel for such clients and regulations, may aggregate the securities to be sold or purchased not in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation any way on behalf of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations 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 such clientsothers.