Common use of Compensation of the Adviser Clause in Contracts

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.75% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.75.75% per annum of the average daily net assets of the Fundassets, as defined below, of the Fund. The “"average daily net assets” " of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s 's portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s 's portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.750.85% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.750.60% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to at the sum annual rate of 0.750.80% per annum of based on the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 3 and 4 and 5 hereof, the Trust Corporation on behalf of the Fund will pay you on the last day of each month a gross fee which is equal to the sum difference between (a) 1/12 of 0.750.40% per annum of the value of the average daily net assets of the Fund up to but not exceeding $1.5 billion for such month and 1/12 of 0.35% of the value of the average daily net assets of the Fund in excess of $1.5 billion for such month and (b) the sum, not in excess of the amount determined under (a), of the amount waived by you from time to time plus the amount by which the Fund, 's expenses exceed the lowest applicable expense limitation (as defined below. more fully described herein). (a) The “"value of the average daily net assets” " of the Fund are is defined as the average of the values placed on the net assets of the Fund as of 4:00 P.M. 12:00 noon (New York time), on each day on which the net asset value of the Fund’s portfolio Fund is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio the Fund as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant Xxxxxxx, Xxxxxxx & Xxxxx, Inc. 5 May 1, 1989 to the applicable provisions of the Declaration of Trust of the TrustArticles. If If, pursuant to such provisions, the determination of the net asset value of the Fund is suspended for any particular business day, then for the purposes of this Paragraph 6paragraph 5, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets of the Fund as of the close of the New York Stock Exchange, 12:00 noon or as of such other time as the value of the net assets of the Fund’s portfolio Fund may lawfully be determined, on that day. If the determination of the net asset value of the Shares net assets of the Fund has been suspended pursuant to the Articles for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such monthparagraph 5. (b) You agree that in determining your gross compensation for any month fiscal year it shall include, and thus be reduced by, by the amount, if any, by which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf expenses of the Fund for such fiscal year exceed the lowest applicable expense limitation established pursuant to the statutes or regulations of any jurisdiction in which the Shares of the Fund may be qualified for offer and sale. You shall refund to the Fund the amount of any reduction of your compensation pursuant to this paragraph 5 as promptly as practicable after the end of such fiscal year, provided that you will not be required to pay the Fund an amount greater than the fee paid to you in respect of such year pursuant to this Agreement. As used in this paragraph 5, "expenses" shall mean those expenses included in the applicable expense limitation having the broadest specifications thereof, and "expense limitation" means a limit on the maximum annual expenses which may be incurred by an investment company determined (i) by multiplying a fixed percentage by the average, or by multiplying more than one such percentage by different specified amounts of the average, of the values of an investment company's net assets for a fiscal year or (ii) by multiplying a fixed percentage Xxxxxxx, Xxxxxxx & Xxxxx, Inc. 6 May 1, 1989 by an investment company's net investment income for a fiscal year. The words "lowest applicable expense limitation" shall be construed to result in the largest reduction of your compensation for any fee fiscal year of the Fund; provided, however, that nothing in this Agreement shall require you to any such subadviserreduce your fees if not required by an applicable statute or regulation referred to above in this paragraph 5.

Compensation of the Adviser. (a) For all the services and facilities to be rendered furnished and payments made as provided in Paragraphs 3, 4 and 5 hereofexpenses assumed hereunder, the Trust on behalf of Adviser shall receive from each Portfolio an advisory fee at the Fund will pay you on annual rate listed along with that Portfolio's name in Schedule A attached hereto. This advisory fee shall be payable monthly as soon as practicable after the last day of each month a fee equal to the sum of 0.75% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as based on the average of the daily values placed on the net assets of each respective Portfolio as determined at the close of 4:00 P.M. (New York time), business on each day on which throughout the net asset value month. The assets of each Portfolio will be valued separately as of the Fund’s portfolio is determined consistent with close of regular trading on the provisions of Rule 22c-1 under New York Stock Exchange (currently 4:00 p.m., Eastern time) on each business day throughout the Investment Company Act month or, if the Fund lawfully determines the value of the net assets of its portfolio any Portfolio as of some other time on each business day, as of such timetime with respect to that Portfolio. The first payment of such fee shall be made as promptly as possible at the end of the month next succeeding the effective date of this Agreement. In the event that the Adviser's right to such fee commences on a date other than the last day of the month, the fee for such month shall be based on the average daily assets of the Portfolio in that period from the date of commencement to the last day of the month. If the Fund determines the value of the net assets of any Portfolio more than once on any business day, the Fund last such determination on that day shall be deemed to be the sole determination on that day. The value of net assets shall be determined pursuant to the applicable provisions of the Declaration Fund's Articles of Trust of Incorporation, its By-Laws and the Trust1940 Act. If If, pursuant to such provisions, the determination of the net asset value of any Portfolio of the Fund is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined that Portfolio on that day shall be deemed to be the value of the its net assets as of determined on the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that preceding business day. If the determination of the net asset value of the Shares of the Fund any Portfolio has been suspended for a period including such more than one month, your the Adviser's compensation payable at the end of such that month shall be computed on the basis of the value of the net assets of the Fund Portfolio as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 3 and 4 and 5 hereof, the Trust Corporation on behalf of the Fund will pay you on the last day of each month a gross fee which is equal to the sum difference between (a) 1/12 of 0.75% per annum 0.25 percent of the value of the average daily net assets of the Fund and (b) the sum, not in excess of the amount determined under (a), of the amount waived by you from time to time plus the amount by which the Fund, 's expenses exceed the lowest applicable expense limitation (as defined below. more fully described herein). (a) The “"value of the average daily net assets” " of the Fund are is defined as the average of the values placed on the net assets of the Fund as of 4:00 P.M. 12:00 noon (New York time), on each day on which the net asset value of the Fund’s portfolio Fund is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio the Fund as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the TrustArticles. If If, pursuant to such provisions, the determination of the net asset value of the Fund is suspended for any particular business day, then for the purposes of this Paragraph 6paragraph 5, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets of the Fund as of the close of the New York Stock Exchange, 12:00 noon or as of such other time as the value of the net assets of the Fund’s portfolio Fund may lawfully be determined, on that day. If the determination of the net asset value of the Shares net assets of the Fund has been suspended pursuant to the Articles for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such monthparagraph 5. (b) You agree that in determining your gross compensation for any month fiscal year it shall include, and thus be reduced by, by the amount, if any, by which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf expenses of the Fund for such fiscal year exceed the lowest applicable expense limitation established pursuant to the statutes or regulations of any jurisdiction in which the Shares of the Fund may be qualified for offer and sale. You shall refund to the Fund the amount of any reduction of your compensation pursuant to this paragraph 5 as promptly as practicable after the end of such fiscal year, provided that you will not be required to pay the Fund an amount greater than the fee paid to you in respect of such year pursuant to this Agreement. As used in this paragraph 5, "expenses" shall mean those expenses included in the applicable expense limitation having the broadest specifications thereof, and "expense limitation" means a limit on the maximum annual expenses which may be incurred by an investment company determined (i) by multiplying a fixed percentage by the average, or by multiplying more than one such percentage by different specified amounts of the average, of the values of an investment company's net assets for a fiscal year or (ii) by multiplying a fixed percentage by an investment company's net investment income for a fiscal year. The words "lowest applicable expense limitation" shall be construed to result in the largest reduction of your compensation for any fee fiscal year of the Fund; provided, however, that nothing in this Agreement shall limit your fees if not required by an applicable statute or regulation referred to any such subadviserabove in this section 5.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.750.85% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.75.75% per annum of the average daily net assets of the Fundassets, as defined below, of the Fund. The “"average daily net assets” " of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s 's portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s 's portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.750.95% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.75% per annum of the average daily net assets of the Fund, as defined below. The “"average daily net assets” " of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s 's portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s 's portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to at the sum annual rate of 0.750.50% per annum of based on the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all the services and facilities to be rendered furnished and payments made as provided in Paragraphs 3, 4 and 5 hereofexpenses assumed hereunder, the Trust on behalf of Adviser shall receive from the Fund will pay you on an advisory fee at the annual rate listed along with the Fund's name in Schedule A attached hereto. This advisory fee shall be payable monthly as soon as practicable after the last day of each month a fee equal to based on the sum of 0.75% per annum average of the average daily values of the net assets of the Fund, Fund as defined belowdetermined at the close of business on each day throughout the month. The “average daily net assets” assets of the Fund are defined will be valued separately as the average of the values placed close of regular trading on the net assets as of 4:00 P.M. (New York Stock Exchange (currently 4:00 p.m., Eastern time), ) on each business day on which throughout the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act month or, if the Fund Company lawfully determines the value of the net assets of its portfolio the Fund as of some other time on each business day, as of such timetime with respect to the Fund. The first payment of such fee shall be made as promptly as possible at the end of the month next succeeding the effective date of this Agreement. In the event that the Adviser's right to such fee commences on a date other than the last day of the month, the fee for such month shall be based on the average daily assets of the Fund in that period from the date of commencement to the last day of the month. If the Company determines the value of the net assets of the Fund more than once on any business day, the last such determination on that day shall be deemed to be the sole determination on that day. The value of net assets shall be determined pursuant to the applicable provisions of the Declaration Company's Articles of Trust of Incorporation, its By-Laws and the Trust1940 Act. If If, pursuant to such provisions, the determination of the net asset value of the Fund is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined on such day shall be deemed to be the value of the its net assets as of determined on the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that preceding business day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such more than one month, your the Adviser's compensation payable at the end of such that month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to at the sum annual rate of 0.750.35% per annum of based on the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 paragraphs 2 and 5 3 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee at an annual rate equal to the sum of 0.75.075% per annum of the average daily net assets of the Fundassets, as defined below, of the Fund. The “"average daily net assets” " of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. p.m. (New York time), on each day on which the net asset value of the Fund’s 's portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company 1940 Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s 's portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such monthparagraph 4. (b) You agree that your compensation for If, in any month shall include, and thus be reduced byfiscal year, the amountsum of the Fund's expenses (including the fee payable pursuant to this paragraph 4, but excluding taxes, interest, brokerage commissions relating to the purchase or sale of portfolio securities, distribution expenses and extraordinary expenses such as for litigation) exceeds the expense limitations, if any, which applicable to the Fund imposed by state securities administrators, as such limitations may be modified from time to time, you shall repay or pay to any subadviser engaged pursuant the Fund a portion of your fee for such fiscal year equal to Paragraph 4 hereof. You agree the amount of such excess to the extent required by such expense limitations, provided that the Trust on behalf amount of such reimbursement shall not exceed the amount of your fee during such fiscal year. (c) In addition to the foregoing, you may from time to time agree not to impose all or a portion of your fee otherwise payable hereunder (in advance of the time such fee or portion thereof would otherwise accrue) and/or undertake to pay or reimburse the Fund shall for all or a portion of its expenses not be otherwise required to pay be borne or reimbursed by you. Any such fee reduction or undertaking may be discontinued or modified by you at any fee to any such subadvisertime.

Compensation of the Adviser. (a) For all the services and facilities to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereoffurnished hereunder, the Trust on behalf of Adviser shall receive an advisory fee equivalent to the Fund will pay you on annual rate listed along with each Portfolio's name in Schedule B attached hereto. This advisory fee shall be payable monthly as soon as practicable after the last day of each month a fee equal to the sum of 0.75% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as based on the average of the daily values placed on the net assets of the Fund as determined at the close of 4:00 P.M. (New York time), business on each day throughout the month, with each Portfolio to contribute pro-rata to the payment to the Adviser on which the basis of its net asset value assets. The assets of each Portfolio will be valued separately as of the Fund’s portfolio is determined consistent with close of regular trading on the provisions of Rule 22c-1 under New York Stock Exchange (currently 4:00 p.m., Eastern time) on each business day throughout the Investment Company Act month or, if the Fund lawfully determines the value of the net assets of its portfolio any Portfolio as of some other time on each business day, as of such timetime with respect to that Portfolio. The If the Fund determines the value of the net assets of any Portfolio more than once on any business day, the Fund last such determination on that day shall be deemed to be the sole determination on that day. The value of net assets shall be determined pursuant to the applicable provisions of the Fund's Declaration of Trust of Trust, its By-Laws and the Trust1940 Act. If If, pursuant to such provisions, the determination of the net asset value of any Portfolio of the Fund is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined that Portfolio on that day shall be deemed to be the value of the its net assets as of determined on the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that preceding business day. If the determination of the net asset value of the Shares of the Fund any Portfolio has been suspended for a period including such more than one month, your the Adviser's compensation payable at the end of such that month shall be computed on the basis of the value of the net assets of the Fund Portfolio as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.750.48% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (aA) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.75.75% per annum of the average daily net assets of the Fundassets, as defined below, of the Fund. The “"average daily net assets” " of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s 's portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s 's portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (bB) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all the services and facilities to be rendered furnished and payments made as provided in Paragraphs 3, 4 and 5 hereofexpenses assumed hereunder, the Trust on behalf of Adviser shall receive from each Fund an advisory fee at the Fund will pay you on annual rate listed along with the Fund's name in Schedule A attached hereto. This advisory fee shall be payable monthly as soon as practicable after the last day of each month a fee equal to the sum of 0.75% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as based on the average of the daily values placed on of the net assets of each Fund as determined at the close of 4:00 P.M. (New York time), business on each day on which throughout the net asset value month. The assets of each Fund will be valued separately as of the Fund’s portfolio is determined consistent with close of regular trading on the provisions of Rule 22c-1 under New York Stock Exchange (currently 4:00 p.m., Eastern time) on each business day throughout the Investment Company Act month or, if the Fund Trust lawfully determines the value of the net assets of its portfolio any Fund as of some other time on each business day, as of such timetime with respect to that Fund. The first payment of such fee shall be made as promptly as possible at the end of the month next succeeding the effective date of this Agreement. In the event that the Adviser's right to such fee commences on a date other than the last day of the month, the fee for such month shall be based on the average daily assets of the Fund in that period from the date of commencement to the last day of the month. If the Trust determines the value of the net assets of any Fund more than once on any business day, the Fund last such determination on that day shall be deemed to be the sole determination on that day. The value of net assets shall be determined pursuant to the applicable provisions of the Trust's Amended and Restated Declaration of Trust of Trust, its By-Laws and the Trust1940 Act. If If, pursuant to such provisions, the determination of the net asset value of any Fund is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the such Fund as last determined on such day shall be deemed to be the value of the its net assets as of determined on the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that preceding business day. If the determination of the net asset value of the Shares of the any Fund has been suspended for a period including such more than one month, your the Adviser's compensation payable at the end of such that month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to at the sum annual rate of 0.750.70% per annum of based on the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (aA) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.75.70% per annum of the average daily net assets, as defined below and .65% per annum of the average daily net assets over $100 million, of the Fund, as defined below. The “"average daily net assets” " of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s 's portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s 's portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (bB) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to at the sum annual rate of 0.750.60% per annum of based on the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.750.34% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 3 and 4 and 5 hereof, the Trust Fund on behalf of the Fund Portfolio will pay you on the last day of each month a fee equal to the sum 1/12 of 0.750.475% per annum of the average daily net assets of the Fund, as defined belowPortfolio for such month. The “"average daily net assets” " of the Fund Portfolio are defined as the average of the values placed on the net assets of the Portfolio as of 4:00 P.M. (the close of the New York time), Stock Exchange on each day on which the net asset value of the Fund’s portfolio Portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company 1940 Act or, if the Fund lawfully determines the value of the net assets of its portfolio the Portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the TrustFund. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6paragraph 5, the value of the net assets of the Fund Portfolio as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio Portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares shares of the Portfolio has been suspended pursuant to the Declaration of Trust of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Portfolio of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio the Portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6paragraph 5. If this Agreement is terminated as You may waive all or a portion of any date not your fees provided for hereunder. In the last day of a month, such fee shall be based on the average daily net assets event that others than you agree to assume expenses of the Fund in that period from the beginning by way of such month to such date reimbursement or otherwise, you may as a matter of terminationadministrative convenience, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund but shall not be required obligated to, advance to pay any fee the Fund an amount representing all or a portion of the expenses so assumed. If you do advance such an amount to any the Fund and you are not repaid after a reasonable time by the party whose obligation it is to assume such subadviserexpense of the Fund, you shall be entitled to have the amount of such advance returned to you upon request.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.75.75% per annum of the average daily net assets of the Fundassets, as defined below, of the Fund. The “"average daily net assets” " of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s 's portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such INVESTMENT ADVISORY AGREEMENT HARBOR INTERNATIONAL FUND II JUNE 1,1996 provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s 's portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (aA) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.75.70% per annum of the average daily net assets of the Fundassets, as defined below, of the Fund. The “"average daily net assets” " of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s 's portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s 's portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (bB) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.750.85% per annum of the average daily net assets of the Fund, as defined below. The “"average daily net assets” " of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s 's portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s 's portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.750.85% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), ) on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of INVESTMENT ADVISORY AGREEMENT HARBOR UNCONSTRAINED BOND FUND APRIL 1, 2010 1940, as amended, or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 paragraph 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all of the services to be rendered and payments to be made as provided in Paragraphs 3this Agreement, 4 and 5 hereofas of the last business day of each month, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to at the sum annual rate of 0.750.90% per annum of the average daily net assets value of the Fund, as defined below. The “average its daily net assets” of the Fund are defined as the . The average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the daily net assets of the Fund shall be determined pursuant to the applicable provisions of the Trust’s Declaration of Trust or a resolution of the TrustBoard, if required. If If, pursuant to such provisions, the determination of net asset value of the Fund is suspended for any particular business day, then for the purposes of this Paragraph 6paragraph, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchangebusiness day, or as of such other time as the value of the Fund’s net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If You agree that the Fund determines Board of Trustees may suspend the value payment of the net assets advisory fee set forth above if you fail to follow directions of the Board as communicated to you in writing on behalf of the Board by its portfolio more than once on any dayagents or the Trust’s administrator, and that such suspension may continue until such time as you reasonably comply with such directions. During the term of this Agreement, the last such determination thereof on that day advisory fee earned by you shall be deemed held in an interest-bearing escrow account with the Fund’s custodian, Huntington National Bank, located at 00 Xxxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxx 00000, and shall be paid out to be you as follows: (a) if a majority of the sole determination thereof Fund’s outstanding voting securities (as defined in the Act) approve a new investment advisory agreement with you on or before the date that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not pursuant to Section 7 below, the last day of a month, such fee amount in the escrow account (including interest earned) shall be based on the average daily net assets of the Fund in that period from the beginning of such month paid to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month.you; or (b) You agree that your compensation for any month if a majority of the Fund’s outstanding voting securities (as defined in the Act) do not approve a new investment advisory agreement with you, you shall includebe paid, and thus be reduced byout of the escrow account, the amount, if any, which lesser of: i. any costs incurred by you pay to in performing this Agreement (including any subadviser engaged pursuant to Paragraph 4 hereofinterest earned on that amount while in escrow); or ii. You agree that the Trust on behalf of total amount in the Fund shall not be required to pay any fee to any such subadviserescrow account (including interest earned).

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.75.60% per annum of the average daily net assets of the Fundassets, as defined below, of the Fund. The “"average daily net assets” " of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s 's portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s 's portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.75.85% per annum of the average daily net assets of the Fundassets, as defined below, of the Fund. The “"average daily net assets” " of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s 's portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s 's portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.750.50% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.. INVESTMENT ADVISORY AGREEMENT HARBOR INTERNATIONAL COMPOUNDERS FUND MARCH 1, 2024

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.75% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including including” such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to at the sum annual rate of 0.750.29% per annum of based on the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 3 and 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.751/12 of 0.60 of 1% per annum of the average daily net assets as defined below of the FundPortfolio of the Fund for such month; provided that, as defined belowfor any calendar month during which the average of such values exceeds $500 million, the fee payable for that month based on the portion of the average of such values in excess of $500 million shall be 1/12 of 0.50 of 1% of such portion. The “"average daily net assets” " of the Fund Portfolio are defined as the average of the values placed on the net assets of such Portfolio as of 4:00 P.M. p.m. (New York time), on each day on which the net asset value of the Fund’s portfolio Portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio a Portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund Portfolio shall be determined pursuant to the applicable provisions of the Declaration of Trust of the TrustFund. If If, pursuant to such provisions. the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6paragraph 5, the value of the net assets of the Portfolio of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio 's Portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares shares of the Fund's Portfolio has been suspended pursuant to the Declaration of Trust of the Fund has been suspended for a period period, including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Portfolio of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio the Portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6paragraph 5. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month fiscal year shall include, and thus be reduced by, by the amount, if any, by which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf expenses of the Fund for such fiscal year exceed the lowest applicable expense limitation established pursuant to the statutes or regulations of any jurisdiction in which the shares of the Fund may be qualified for offer and sale. You shall refund to the Fund the amount of any reduction of your compensation pursuant to this paragraph 5 as promptly as practicable after the end of such fiscal year, provided that you will not be required to pay the Fund an amount greater than the fee paid to you in respect of such year pursuant to this Agreement. As used in this paragraph 5, "expenses" shall mean those expenses included in the applicable expense limitation having the broadest specifications thereof, and "expense limitation" means a limit on the maximum annual expenses which may be incurred by an investment company determined (i) by multiplying a fixed percentage by the average, or by multiplying more than one such percentage by different specified amounts of the average, of the values of an investment company's net assets for a fiscal year or (ii) by multiplying a fixed percentage by an investment company's net investment income for a fiscal year. The words "lowest applicable expense limitation" shall be construed to result in the largest reduction of your compensation for any fee to any such subadviserfiscal year of the Fund.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.750.58% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.75.75% per annum of the average daily net assets of the Fundassets, as defined below, of the Fund. The “"average daily net assets” " of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s 's portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the INVESTMENT ADVISORY AGREEMENT HARBOR GROWTH FUND JUNE 25, 1993 value of the net assets of the Fund’s 's portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 paragraphs 2 and 5 3 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.7545/1200 of 1% per annum on the first $2 billion, 44/1200 of 1% on the next $1 billion and 43/1200 of 1% on the balance of average daily net assets (as defined below) of the Series of the Trust known as "AARP GNMA and U.S. Treasury Fund" and 49/1200 of 1% of the value of the average daily net assets of the Series of the Trust known as "AARP General Bond Fund, as defined below. ." The “"average daily net assets” " of the Fund Trust or any Series are defined as the average of the values placed on the net assets as of 4:00 P.M. (the close of the New York time)Stock Exchange, on each day on which the net asset value of the Fund’s portfolio of the Trust or a series thereof is determined consistent with the provisions of Rule 22c-1 22c-l under the Investment Company Act of 1940 or, if the Fund Trust lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund Trust or any Series shall be determined pursuant to the applicable provisions of the Declaration of Trust and By-Laws of the Trust. If If, pursuant to such provisions, the determination of net asset value for any Series is suspended for any particular business day, then for the purposes of this Paragraph 6paragraph 4, the value of the net assets of that Series of the Fund Trust as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio of that Series may lawfully be determined, on that day. If the determination of the net asset value of the Shares of any Series of the Fund Trust has been suspended pursuant to the Declaration of Trust or By-Laws of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund Trust as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month fiscal year shall include, and thus be reduced by, by the amount, if any, by which you pay to any subadviser engaged the expenses of the Trust for such fiscal year exceed the lowest applicable expense limitation established pursuant to Paragraph 4 hereofthe statutes or regulations of any jurisdiction in which the Shares of the Trust may be qualified for offer and sale. You agree that shall refund to the Trust on behalf or Series, as applicable, the amount of the Fund shall not be required any reduction of your compensation pursuant to pay any fee to any such subadviser.this paragraph 4 as promptly as

Compensation of the Adviser. (a) For all of the services to be rendered and payments to be made as provided in Paragraphs 3this Agreement, 4 and 5 hereofas of the last business day of each month, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to at the sum annual rate of 0.751.00% per annum of the average daily net assets value of the Fund, as defined below. The “average its daily net assets” of the Fund are defined as the . The average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the daily net assets of the Fund shall be determined pursuant to the applicable provisions of the Trust’s Declaration of Trust or a resolution of the TrustBoard, if required. If If, pursuant to such provisions, the determination of net asset value of the Fund is suspended for any particular business day, then for the purposes of this Paragraph 6paragraph, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchangebusiness day, or as of such other time as the value of the Fund’s net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If You agree that the Fund determines Board of Trustees may suspend the value payment of the net assets advisory fee set forth above if you fail to follow directions of the Board as communicated to you in writing on behalf of the Board by its portfolio more than once on any dayagents or the Trust’s administrator, and that such suspension may continue until such time as you reasonably comply with such directions. During the term of this Agreement, the last such determination thereof on that day advisory fee earned by you shall be deemed held in an interest-bearing escrow account with the Fund’s custodian, Huntington National Bank, located at 00 Xxxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxx 00000, and shall be paid out to be you as follows: (a) if a majority of the sole determination thereof Fund’s outstanding voting securities (as defined in the Act) approve a new investment advisory agreement with you on or before the date that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not pursuant to Section 7 below, the last day of a month, such fee amount in the escrow account (including interest earned) shall be based on the average daily net assets of the Fund in that period from the beginning of such month paid to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month.you; or (b) You agree that your compensation for any month if a majority of the Fund’s outstanding voting securities (as defined in the Act) do not approve a new investment advisory agreement with you, you shall includebe paid, and thus be reduced byout of the escrow account, the amount, if any, which lesser of: i. any costs incurred by you pay to in performing this Agreement (including any subadviser engaged pursuant to Paragraph 4 hereofinterest earned on that amount while in escrow); or ii. You agree that the Trust on behalf of total amount in the Fund shall not be required to pay any fee to any such subadviserescrow account (including interest earned).

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.750.66% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.750.81% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser. (c) It is expected that the Fund may implement its investment strategy by investing a portion of its assets in a pooled investment vehicle that is intended to be treated as a Controlled Foreign Corporation (“CFC”) under the Internal Revenue Code. You agree that you shall reduce the advisory fee payable to you with respect to the Fund each month by the amount of any advisory fee payable to you during that same period with respect to your serving as adviser to the CFC. As a result, to the extent the Fund invests a portion of its assets in the CFC, the effective advisory fee rate payable to you hereunder with respect to the Fund shall be lower than the rate set forth in (a) above.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.750.60% on the first $4 billion and 0.55% on assets over $4 billion per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (aA) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.75.40% per annum of the average daily net assets of the Fundassets, as defined below, of the Fund. The “"average daily net assets” " of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s 's portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s 's portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (bB) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all of the services to be rendered and payments made as provided in Paragraphs 3this Agreement, 4 and 5 hereofas of the last business day of each month, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum at an annual rate of 0.750.95% per annum of the average value of the daily net assets of the Fund, as defined below. The “average daily net assets” of compensation earned under the Fund are defined as Agreement will be held in an interest-bearing escrow account with the average of Trust’s custodian or another bank deemed acceptable by the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value Trustees. If a majority of the Fund’s portfolio is determined consistent outstanding voting securities approve a contract with the provisions Adviser by the end of Rule 22c-1 under the Investment Company Act term of this Agreement, the amount in the escrow account (including interest earned) will be paid to the Adviser; and if a majority of the Fund’s outstanding voting securities do not approve a contract with the Adviser by the end of the term of this Agreement, the Adviser will be paid, out of the escrow account, the lesser of: (i) any costs incurred in performing the Agreement (plus interest earned on that amount while in escrow); or, if (ii) the Fund lawfully determines total amount in the escrow account (plus interest earned). The average value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the daily net assets of the Fund shall be determined pursuant to the applicable provisions of the Agreement and Declaration of Trust or a resolution of the TrustBoard of Trustees, if required. If If, pursuant to such provisions, the determination of net asset value of the Fund is suspended for any particular business day, then for the purposes of this Paragraph 6paragraph, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchangebusiness day, or as of such other time as the value of the Fund’s net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all the services and facilities to be rendered furnished and payments made as provided in Paragraphs 3, 4 and 5 hereofexpenses assumed hereunder, the Trust on behalf of Adviser shall receive from each Portfolio an advisory fee at the Fund will pay you on annual rate listed along with that Portfolio's name in Schedule A attached hereto. This advisory fee shall be payable monthly as soon as practicable after the last day of each month a fee equal to the sum of 0.75% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as based on the average of the daily values placed on the net assets of each respective Portfolio as determined at the close of 4:00 P.M. (New York time), business on each day on which throughout the net asset value month. The assets of each Portfolio will be valued separately as of the Fund’s portfolio is determined consistent with close of regular trading on the provisions of Rule 22c-1 under New York Stock Exchange (currently 4:00 p.m., Eastern time) on each business day throughout the Investment Company Act month or, if the Fund lawfully determines the value of the net assets of its portfolio any Portfolio as of some other time on each business day, as of such timetime with respect to that Portfolio. The first payment of such fee shall be made as promptly as possible at the end of the month next succeeding the effective date of this Agreement. In the event that the Adviser's right to such fee commences on a date other than the last day of the month, the fee for such month shall be provided based on the average daily assets of the Portfolio in that period from the date of commencement to the last day of the month. If the Fund determines the value of the net assets of any Portfolio more than once on any business day, the Fund last such determination on that day shall be deemed to be the sole determination on that day. The value of net assets shall be determined pursuant to the applicable provisions of the Declaration Fund's Articles of Trust of Incorporation, its By-Laws and the Trust1940 Act. If If, pursuant to such provisions, the determination of the net asset value of any Portfolio of the Fund is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined that Portfolio on that day shall be deemed to be the value of the its net assets as of determined on the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that preceding business day. If the determination of the net asset value of the Shares of the Fund any Portfolio has been suspended for a period including such more than one month, your the Adviser's compensation payable at the end of such that month shall be computed on the basis of the value of the net assets of the Fund Portfolio as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.750.50% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 3 and 4 and 5 hereof, the Trust Corporation on behalf of the Fund will pay you on the last day of each month a gross fee which is equal to the sum difference between (a) 1/12 of 0.750.65% per annum of the value of the average daily net assets of the Fund for such month and (b) the sum, not in excess of the amount determined under (a), of the amount waived by you from time to time plus the amount by which the Fund, 's expenses exceed the lowest applicable expense limitation (as defined below. more fully described herein). (a) The “"value of the average daily net assets” " of the Fund are is defined as the average of the values placed on the net assets of the Fund as of the close of regular trading on the NYSE, which is currently 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio Fund is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio the Fund as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the TrustArticles. If If, pursuant to such provisions, the determination of the net asset value of the Fund is suspended for any particular business day, then for the purposes of this Paragraph 6paragraph 5, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets of the Fund as of the close of the New York Stock Exchange, 4:00 P.M. or as of such other time as the value of the net assets of the Fund’s portfolio Fund may lawfully be determined, on that day. If the determination of the net asset value of the Shares net assets of the Fund has been suspended pursuant to the Articles for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such monthparagraph 5. (b) You agree that in determining your gross compensation for any month fiscal year it shall include, and thus be reduced by, by the amount, if any, by which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf expenses of the Fund for such fiscal year exceed the lowest applicable expense limitation established pursuant to the statutes or regulations of any jurisdiction in which the Shares of the Fund may be qualified for offer and sale. You shall refund to the Fund the amount of any reduction of your compensation pursuant to this paragraph 5 as promptly as practicable after the end of such fiscal year, provided that you will not be required to pay the Fund an amount greater than the fee paid to you in respect of such year pursuant to this Agreement. As used in this paragraph 5, "expenses" shall mean those expenses included in the applicable expense limitation having the broadest specifications thereof, and "expense limitation" means a limit on the maximum annual expenses which may be incurred by an investment company determined (i) by multiplying a fixed percentage by the average, or by multiplying more than one such percentage by different specified amounts of the average, of the values of an investment company's net assets for a fiscal year or (ii) by multiplying a fixed percentage by an investment company's net investment income for a fiscal year. The words "lowest applicable expense limitation" shall be construed to result in the largest reduction of your compensation for any fee fiscal year of the Fund; provided, however, that nothing in this Agreement shall require you to any such subadviserreduce your fees if not required by an applicable statute or regulation referred to above in this paragraph 5.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.75.70% per annum of the average daily net assets of the Fundassets, as defined below, of the Fund. The “"average daily net assets” " of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s 's portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the INVESTMENT ADVISORY AGREEMENT HARBOR BOND FUND JUNE 25, 1993 value of the net assets of the Fund’s 's portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to at the sum annual rate of 0.750.80% per annum of based on the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust Organizational Documents of the TrustFund. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Organizational Documents of the Fund for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 3 and 4 and 5 hereof, the Trust Corporation on behalf of the Fund will pay you on the last day of each month a gross fee which is equal to the sum difference between (a) 1/12 of 0.750.40% per annum of the value of the average daily net assets of the Fund up to but not exceeding $1.5 billion for such month and 1/12 of 0.35% of the value of the average daily net assets of the Fund in excess of $1.5 billion for such month and (b) the sum, not in excess of the amount determined under (a), of the amount waived by you from time to time plus the amount by which the Fund, 's expenses exceed the lowest applicable expense limitation (as defined below. more fully described herein). (a) The “"value of the average daily net assets” " of the Fund are is defined as the average of the values placed on the net assets of the Fund as of 4:00 P.M. 12:00 noon (New York time), on each day on which the net asset value of the Fund’s portfolio Fund is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio the Fund as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the TrustArticles. If If, pursuant to such provisions, the determination of the net asset value of the Fund is suspended for any particular business day, then for the purposes of this Paragraph 6paragraph 5, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets of the Fund as of the close of the New York Stock Exchange, 12:00 noon or as of such other time as the value of the net assets of the Fund’s portfolio Fund may lawfully be determined, on that day. If the determination of the net asset value of the Shares net assets of the Fund has been suspended pursuant to the Articles for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such monthparagraph 5. (b) You agree that in determining your gross compensation for any month fiscal year it shall include, and thus be reduced by, by the amount, if any, by which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf expenses of the Fund for such fiscal year exceed the lowest applicable expense limitation established pursuant to the statutes or regulations of any jurisdiction in which the Shares of the Fund may be qualified for offer and sale. You shall refund to the Fund the amount of any reduction of your compensation pursuant to this paragraph 5 as promptly as practicable after the end of such fiscal year, provided that you will not be required to pay the Fund an amount greater than the fee paid to you in respect of such year pursuant to this Agreement. As used in this paragraph 5, "expenses" shall mean those expenses included in the applicable expense limitation having the broadest specifications thereof, and "expense limitation" means a limit on the maximum annual expenses which may be incurred by an investment company determined (i) by multiplying a fixed percentage by the average, or by multiplying more than one such percentage by different specified amounts of the average, of the values of an investment company's net assets for a fiscal Xxxxxxx, Xxxxxxx & Xxxxx, Inc. -6- year or (ii) by multiplying a fixed percentage by an investment company's net investment income for a fiscal year. The words "lowest applicable expense limitation" shall be construed to result in the largest reduction of your compensation for any fee fiscal year of the Fund; provided, however, that nothing in this Agreement shall require you to any such subadviserreduce your fees if not required by an applicable statute or regulation referred to above in this paragraph 5.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the each Fund will pay you on the last day of each month a fee equal to the sum of 0.75% per annum of as set forth in Schedule A hereto, based on the average daily net assets of the Fund, as defined below. The “average daily net assets” of the each Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the each Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the each Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the a Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the a Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the each Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the each Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 3 and 4 and 5 hereof, the Trust Fund on behalf of the Fund Portfolio will pay you on the last day of each month a fee equal to the sum of 0.751/12 of .475% per annum of the average daily net assets of the FundPortfolio for such month; provided that, as defined belowfor any calendar month during which the average of such values exceeds $500,000,000, the fee payable for that month based on the portion of the average of such values in excess of $500,000,000 shall be 1/12 of .450% of such portion. The “"average daily net assets” " of the Fund Portfolio are defined as the average of the values placed on the net assets of the Portfolio as of 4:00 P.M. (the close of the New York time), Stock Exchange on each day on which the net asset value of the Fund’s portfolio Portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio the Portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the TrustFund. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6paragraph 5, the value of the net assets of the Fund Portfolio as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio Portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares shares of the Portfolio has been suspended pursuant to the Declaration of Trust of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Portfolio of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio the Portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6paragraph 5. If this Agreement is terminated as You may waive all or a portion of any date not your fees provided for hereunder. In the last day of a month, such fee shall be based on the average daily net assets event that others than you agree to assume expenses of the Fund in that period from the beginning by way of such month to such date reimbursement or otherwise, you may as a matter of terminationadministrative convenience, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund but shall not be required obligated to, advance to pay any fee the Fund an amount representing all or a portion of the expenses so assumed. If you do advance such an amount to any the Fund and you are not repaid after a reasonable time by the party whose obligation it is to assume such subadviserexpense of the Fund, you shall be entitled to have the amount of such advance returned to you upon request.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to at the sum annual rate of 0.750.55% per annum of based on the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to at the sum annual rate of 0.750.68% per annum of based on the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all the services and facilities to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereoffurnished hereunder, the Trust on behalf of Adviser shall receive an advisory fee equivalent to the Fund will pay you on annual rate listed along with each Portfolio's name in Schedule B attached hereto. This advisory fee shall be payable monthly as soon as practicable after the last day of each month a fee equal to the sum of 0.75% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as based on the average of the daily values placed on the net assets of the Fund as determined at the close of 4:00 P.M. (New York time), business on each day throughout the month, with each Portfolio to contribute pro-rata to the payment to the Adviser on which the basis of its net asset value assets. The assets of each Portfolio will be valued separately as of the Fund’s portfolio is determined consistent with close of regular trading on the provisions of Rule 22c-1 under New York Stock Exchange (currently 4:00 p.m., Eastern time) on each business day throughout the Investment Company Act month or, if the Fund lawfully determines the value of the net assets of its portfolio any Portfolio as of some other time on each business day, as of such timetime with respect to that Portfolio. The If the Fund determines the value of the net assets of any Portfolio more than once on any business day, the Fund last such determination on that day shall be deemed to be the sole determination on that day. The value of net assets shall be determined pursuant to the applicable provisions of the Fund's Declaration of Trust of Trust, its Bylaws and the TrustInvestment Company Act. If If, pursuant to such provisions, the determination of the net asset value of any Portfolio of the Fund is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined that Portfolio on that day shall be deemed to be the value of the its net assets as of determined on the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that preceding business day. If the determination of the net asset value of the Shares of the Fund any Portfolio has been suspended for a period including such more than one month, your the Adviser's compensation payable at the end of such that month shall be computed on the basis of the value of the net assets of the Fund Portfolio as last determined (whether during or prior to such month). If This advisory fee shall also serve as compensation for the Fund determines additional services also listed on Schedule B provided by the value Adviser under separate agreements with the Fund, with respect to each Portfolio, provided that any related reasonable out-of-pocket expenses incurred in the provision of the net assets of its portfolio more than once on any day, the last such determination thereof on that day services under those agreements shall be deemed to be borne by the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such monthFund. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.75% on the first $12 billion and 0.65% on assets over $12 billion per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all of the services to be rendered and payments made as provided in Paragraphs 3this Agreement, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on as of the last day of each month month, a fee equal to the sum annual rate of: 50/100 of 0.751% per annum of the average value of the daily net assets of the Fund, as defined belowFund up to $100,000,000; 45/100 of 1% of such assets from $100,000,000 to $200,000,000; 40/100 of 1% of such assets from $200,000,000 to and including $300,000,000; and 37.5/100 of 1% of such assets in excess of $300,000,000. The “average daily net assets” of Adviser will, until at least _________________, 1999, waive its fee and reimburse expenses to the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value extent necessary to limit total operating expenses to .82% of the Fund’s portfolio is determined consistent with 's average net assets. The total fees payable during each of the provisions first and second halves of Rule 22c-1 under each fiscal year of the Investment Company Act or, if Trust shall not exceed the Fund lawfully determines semiannual total of the daily fee accruals requested by you during the applicable six month period. The average value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the TrustTrust or a resolution of the Board, if required. If If, pursuant to such provisions, the determination of net asset value of the Fund is suspended for any particular business day, then for the purposes of this Paragraph 6paragraph, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchangebusiness day, or as of such other time as the value of the Fund's net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund Fund's shares has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value Your compensation with respect to each additional series of the net assets Trust effectively registered for sale in a public offering after the date of its portfolio more than once on any day, the last such determination thereof on that day this Agreement shall be deemed to be determined by the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of Board, including a month, such fee shall be based on the average daily net assets majority of the Fund Trustees who are not "interested persons" (as defined in that period from the beginning Investment Company Act of such month to such date 1940) of terminationyou or of the Trust, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears approved pursuant to the number provisions of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf Section 15 of the Fund shall not be required to pay any fee to any such subadviserInvestment Company Act of 1940.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.750.20% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (aA) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.75.60% per annum of the average daily net assets of the Fundassets, as defined below, of the Fund. The “"average daily net assets” " of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s 's portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s 's portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (bB) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.75.75% per annum of the average daily net assets of the Fundassets, as defined below, of the Fund. The “average daily net assets” assets of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s 's portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s 's portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to at the sum annual rate of 0.75% per annum of based on the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 3 and 4 and 5 hereof, the Trust Fund on behalf of the Fund Portfolio will pay you on the last day of each month a fee equal to the sum 1/12 of 0.75.875% per annum of the average daily net assets of the Fund, as defined belowPortfolio for such month. The “"average daily net assets” " of the Fund Portfolio are defined as the average of the values placed on the net assets of the Portfolio as of 4:00 P.M. (the close of the New York time), Stock Exchange on each day on which the net asset value of the Fund’s portfolio Portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio the Portfolio as of some other time on of each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the TrustFund. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6paragraph 5, the value of the net assets of the Fund Portfolio as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio Portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares shares of the Portfolio has been suspended pursuant to the Declaration of Trust of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Portfolio of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio the Portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6paragraph 5. If this Agreement is terminated as You may waive all or a portion of any date not your fees provided for hereunder. To the last day extent that you agree to waive all or a portion of your fees or to reimburse a monthportion of the Fund's expenses, such fee you shall be based on contractually bound by the average daily net assets publicly announced waivers or reimbursements. In the event that others than you agree to assume expenses of the Fund in that period from the beginning by way of such month to such date reimbursement or otherwise, you may as a matter of terminationadministrative convenience, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund but shall not be required obligated to, advance to pay any fee the Fund an amount representing all or a portion of the expenses so assumed. If you do advance such an amount to any the Fund and you are not repaid after a reasonable time by the party whose obligation it is to assume such subadviserexpense of the Fund, you shall be entitled to have the amount of such advance returned to you upon request.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.75.75% per annum of the average daily net assets of the Fundassets, as defined below, of the Fund. The “"average daily net assets” " of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s 's portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such provisions, the determination of net asset as set value is suspended for any particular INVESTMENT ADVISORY AGREEMENT HARBOR INTERNATIONAL FUND II JUNE 1, 1996 business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s 's portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all of the services to be rendered and payments made as provided in Paragraphs 3this Agreement, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on as of the last day of each month month, a fee equal to the sum annual rate of: 50/100 of 0.751% per annum of the average value of the daily net assets of the Fund, as defined belowFund up to $500,000,000; 45/100 of 1% of such assets from $500,000,000 to $1,000,000,000; and 40/100 of 1% of such assets in excess of $1,000,000,000. The “average daily net assets” total fees payable during each of the Fund are defined as the average first and second halves of each fiscal year of the values placed on Trust shall not exceed the semiannual total of the daily fee accruals requested by you during the applicable six month period. The average value of net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the TrustTrust or a resolution of the Board, if required. If If, pursuant to such provisions, the determination of net asset value of the Fund is suspended for any particular business day, then for the purposes of this Paragraph 6paragraph, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchangebusiness day, or as of such other time as the value of the Fund's net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund Fund's shares has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for during any month fiscal year shall include, and thus be reduced by, the by an amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf expenses of the Fund for such fiscal year exceed the lowest applicable expenses limitation applicable to the Fund imposed by state securities administrators in states where the Fund's shares are qualified for sale, as such limitations may be lowered or raised from time to time. The payment of your compensation at the end of any month will be reduced or postponed or, if necessary, a refund will be made to the Fund at the end of such month, so that at no time will there be any accrued but unpaid liability in excess of the above expense limitation. You shall refund to the Fund at the close of each year, the amount of any additional reduction of your compensation pursuant to this paragraph, provided, however, that you will not be required to pay the Fund an amount greater than the fee paid to you by the Fund in respect of such year pursuant to this Agreement. As used in this paragraph "expenses" shall mean those expenses included in the applicable expense limitation and "expense limitation" means a limit on the maximum annual expenses which may be incurred by an investment company or a series of an investment company determined by multiplying a fixed percentage by the average or multiplying more than one such percentage by different specified amounts of the average of the values of the daily net assets of the investment company or the series for a fiscal year. The words "lowest expense limitation" shall be construed to result in the largest reduction of your compensation for any fee fiscal year of the Trust. Your compensation with respect to any such subadvisereach additional series of the Trust effectively registered for sale in a public offering after the date of this Agreement shall be determined by the Board, including a majority of the Trustees who are not "interested persons" (as defined in the Investment Company Act of 1940) of you or of the Trust, and approved pursuant to the provisions of Section 15 of the Investment Company Act of 1940.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs paragraphs 3, 4 and 5 hereof, the Trust Fund on behalf of the Fund Portfolio will pay you on the last day of each month a fee equal to the sum 1/12 of 0.750.975% per annum of the average daily net assets of the Fund, as defined belowPortfolio for such month. The “"average daily net assets” " of the Fund Portfolio are defined as the average of the values placed on the net assets of the Portfolio as of 4:00 P.M. (the close of the New York time), Stock Exchange on each day on which the net asset value of the Fund’s portfolio Portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company 1940 Act or, if the Fund lawfully determines the value of the net assets of its portfolio the Portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the TrustFund. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund Portfolio as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio Portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares shares of the Portfolio has been suspended pursuant to the Declaration of Trust of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Portfolio of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio the Portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as You may waive all or a portion of any date not your fees provided for hereunder. In the last day of a month, such fee shall be based on the average daily net assets event that others than you agree to assume expenses of the Fund in that period from the beginning by way of such month to such date reimbursement or otherwise, you may as a matter of terminationadministrative convenience, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund but shall not be required obligated to, advance to pay any fee the Fund an amount representing all or a portion of the expenses so assumed. If you do advance such an amount to any the Fund and you are not repaid after a reasonable time by the party whose obligation it is to assume such subadviserexpense of the Fund, you shall be entitled to have the amount of such advance returned to you upon request.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to at the sum annual rate of 0.750.57% per annum of based on the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 3 and 4 and 5 hereof, the Trust Fund on behalf of the Fund Portfolio will pay you on the last day of each month a fee equal to the sum of 0.751/12 of .875% per annum of the average daily net assets of the FundPortfolio for such month; provided that, as defined belowfor any calendar month during which the average of such values exceeds $500,000,000, the fee payable for that month based on the portion of the average of such values in excess of $500,000,000 shall be 1/12 of .775% of such portion. The “"average daily net assets” " of the Fund Portfolio are defined as the average of the values placed on the net assets of the Portfolio as of 4:00 P.M. (the close of the New York time), Stock Exchange on each day on which the net asset value of the Fund’s portfolio Portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio the Portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the TrustFund. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6paragraph 5, the value of the net assets of the Fund Portfolio as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio Portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares shares of the Portfolio has been suspended pursuant to the Declaration of Trust of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Portfolio of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio the Portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6paragraph 5. If this Agreement is terminated as You may waive all or a portion of any date not your fees provided for hereunder. In the last day of a month, such fee shall be based on the average daily net assets event that others than you agree to assume expenses of the Fund in that period from the beginning by way of such month to such date reimbursement or otherwise, you may as a matter of terminationadministrative convenience, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund but shall not be required obligated to, advance to pay any fee the Fund an amount representing all or a portion of the expenses so assumed. If you do advance such an amount to any the Fund and you are not repaid after a reasonable time by the party whose obligation it is to assume such subadviserexpense of the Fund, you shall be entitled to have the amount of such advance returned to you upon request.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.750.50% per annum of the average daily net assets of the Fund, as defined below. The “"average daily net assets” " of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s 's portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s 's portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.750.65% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.75% 0.25%% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to at the sum annual rate of 0.750.25% per annum of based on the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.750.65% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (aA) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.75% per annum of the average daily net assets of the Fund, as defined below. The “"average daily net assets” " of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s 's portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s 's portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (bB) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the each Fund will pay you on the last day of each month a fee equal to the sum of 0.75% per annum of as set forth on Schedule A hereto, based on the average daily net assets of the each Fund, as defined below. The “average daily net assets” of the a Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the a Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the a Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the a Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the a Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the a Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the a Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the a Fund as last determined (whether during or prior to such month). If the a Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the a Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the a Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to at the sum annual rate of 0.750.50% per annum of based on the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully INVESTMENT ADVISORY AGREEMENT HARBOR CORPORATE CULTURE LEADERS ETF FEBRUARY 23, 2022 determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all the services to be rendered and payments made as provided in Paragraphs 3, 4 the charges and 5 hereofexpenses to be assumed by the Adviser hereunder, the Trust Company shall pay to the Adviser an advisory fee which will be computed on behalf a daily basis and paid as of the Fund will pay you on the last day of each month a month, using for each daily calculation the most recently determined net asset value of each Fund of the Company, as determined by valuations made in accordance with the Company's procedure for calculating each Fund's net asset value, as described in the Company's prospectus and/or statement of additional information. On an annual basis, the advisory fee equal applicable to each of the sum of 0.75Funds shall be as follows: (a) INVESCO Treasurer's Money Market Reserve Fund: 0.25% per annum of the average daily net assets asset value of such Fund; and (b) INVESCO Treasurer's Tax-Exempt Reserve Fund: 0.25% of the average net asset value of such Fund, as defined below. The “average daily net assets” During any period when the determination of the Fund are defined as Funds' net asset value is suspended by the average Directors of the values placed on the net assets as of 4:00 P.M. (New York time)Company, on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value a share of the net assets of its portfolio Funds as of some other time on each the last business dayday prior to such suspension shall, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes purpose of this Paragraph 64, the value of the net assets of the Fund as last determined shall be deemed to be the net asset value of the net assets as of at the close of each succeeding business day until it is again determined. However, no such fee shall be paid to the New York Stock Exchange, or as of such other time as the value of the net Adviser with respect to any assets of the Fund’s portfolio Company or any Fund thereof which may lawfully be determined, on that dayinvested in any other investment company for which the Adviser serves as investment adviser. If the determination of the net asset value of the Shares of the Fund has been suspended The fee provided for a period including such month, your compensation payable at the end of such month hereunder shall be computed on prorated in any month in which this Agreement is not in effect for the basis entire month. Interest, taxes and extraordinary items such as litigation costs are not deemed expenses for purposes of this paragraph and shall be borne by the value Company or such Fund in any event. Expenditures, including costs incurred in connection with the purchase or sale of the net assets of the Fund portfolio securities, which are capitalized in accordance with generally accepted accounting principles applicable to investment companies, are accounted for as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day capital items and shall not be deemed to be the sole determination thereof on that day expenses for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such monthparagraph. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (aA) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.75.30% per annum of the average daily net assets of the Fundassets, as defined below, of the Fund. The “"average daily net assets” " of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s 's portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s 's portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (bB) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all the services and facilities to be rendered furnished and payments made as provided in Paragraphs 3, 4 and 5 hereofexpenses assumed hereunder, the Trust on behalf of Adviser shall receive from each Fund an advisory fee at the Fund will pay you on annual rate listed along with the Fund's name in Schedule A attached hereto. This advisory fee shall be payable monthly as soon as practicable after the last day of each month a fee equal to the sum of 0.75% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as based on the average of the daily values placed on the net assets of each respective Fund as determined at the close of 4:00 P.M. (New York time), business on each day on which throughout the net asset value month. The assets of each Fund will be valued separately as of the Fund’s portfolio is determined consistent with close of regular trading on the provisions of Rule 22c-1 under New York Stock Exchange (currently 4:00 p.m., Eastern time) on each business day throughout the Investment Company Act month or, if the Fund Regions Funds lawfully determines the value of the net assets of its portfolio any Fund as of some other time on each business day, as of such timetime with respect to that Fund. The first payment of such fee shall be made as promptly as possible at the end of the month next succeeding the effective date of this Agreement. In the event that the Adviser's right to such fee commences on a date other than the last day of the month, the fee for such month shall be based on the average daily assets of the Fund in that period from the date of commencement to the last day of the month. If Regions Funds determines the value of the net assets of any Fund more than once on any business day, the Fund last such determination on that day shall be deemed to be the sole determination on that day. The value of net assets shall be determined pursuant to the applicable provisions of the Regions Funds' Declaration of Trust of Trust, its By-Laws and the Trust1940 Act. If If, pursuant to such provisions, the determination of the net asset value of any Fund is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the that Fund as last determined on that day shall be deemed to be the value of the its net assets as of determined on the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that preceding business day. If the determination of the net asset value of the Shares of the any Fund has been suspended for a period including such more than one month, your the Adviser's compensation payable at the end of such that month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.750.81% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to at the sum annual rate of 0.751.20% per annum of based on the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.750.23% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (aA) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee based on a percentage of the average daily net assets, as defined below, of the Fund. That percentage shall be equal on an annual basis to the sum of 0.75% per annum of the average daily net assets of the Fund, as defined belowFund up to $12 billion and 0.65% of the average daily net assets of the Fund over $12 billion. The “"average daily net assets” " of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s 's portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s 's portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (bB) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.750.81% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust Organizational Documents of the TrustFund. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Organizational Documents of the Fund for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund each fund will pay you on the last day of each month a fee equal to at the sum annual rate of 0.750.66% per annum of based on the average daily net assets of the Fundeach fund, as defined below. The “average daily net assets” of the Fund each fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fundeach fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund each fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund each fund shall be determined pursuant to the applicable provisions of the Declaration Organizational Documents of Trust of the Trusteach fund. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund each fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fundeach fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund each fund has been suspended pursuant to the Organizational Documents of each fund for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund each fund as last determined (whether during or prior to such month). If the Fund each fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund each fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund each fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all of the services to be rendered and payments to be made as provided in Paragraphs 3this Agreement, 4 and 5 hereofas of the last business day of each month, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to at the sum annual rate of 0.750.85% per annum of the average daily net assets value of the Fund, as defined below. The “average its daily net assets” of , subject to the Fund are defined as following conditions: the average of compensation earned under this Agreement will be held in an interest-bearing escrow account with the values placed on the net assets as of 4:00 P.M. Fund’s custodian and (New York time), on each day on which the net asset value a) If a majority of the Fund’s portfolio is determined consistent with outstanding voting securities approve a new definitive investment advisory agreement by the provisions end of Rule 22c-1 under the Investment Company Act 150-day period, then you will be paid the entire amount in the escrow account (including interest earned); or (b) If a majority of the Fund’s outstanding voting securities do not approve a new definitive investment advisory agreement by the end of the 150-day period, if then you will be paid, out of the Fund lawfully determines escrow account, the lesser of: 1) any reasonable costs incurred in performing the interim contract (plus interest earned on that amount while in escrow); or 2) the total amount in the escrow account (plus interest earned). The average value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the daily net assets of the Fund shall be determined pursuant to the applicable provisions of the Trust's Declaration of Trust or a resolution of the TrustBoard, if required. If If, pursuant to such provisions, the determination of net asset value of the Fund is suspended for any particular business day, then for the purposes of this Paragraph 6paragraph, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchangebusiness day, or as of such other time as the value of the Fund's net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust Board of Trustees may suspend the payment of the advisory fee set forth above if you fail to follow directions of the Board as communicated to you in writing on behalf of the Fund shall not be required to pay any fee to any Board by its agents or the Trust's administrator, and that such subadvisersuspension may continue until such time as you reasonably comply with such directions.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.750.70% per annum of the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 3 and 4 and 5 hereof, the Trust Fund on behalf of the Fund Portfolio will pay you on the last day of each month a fee equal to the sum of 0.751/12 of .850% per annum of the average daily net assets of the FundPortfolio for such month; provided that, as defined belowfor any calendar month during which the average of such values exceeds $500,000,000, the fee payable for that month based on the portion of the average of such values in excess of $500,000,000 shall be 1/12 of .750% of such portion. The “"average daily net assets” " of the Fund Portfolio are defined as the average of the values placed on the net assets of the Portfolio as of 4:00 P.M. (the close of the New York time), Stock Exchange on each day on which the net asset value of the Fund’s portfolio Portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio the Portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the TrustFund. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6paragraph 5, the value of the net assets of the Fund Portfolio as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio Portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares shares of the Portfolio has been suspended pursuant to the Declaration of Trust of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Portfolio of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio the Portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6paragraph 5. If this Agreement is terminated as You may waive all or a portion of any date not your fees provided for hereunder. In the last day of a month, such fee shall be based on the average daily net assets event that others than you agree to assume expenses of the Fund in that period from the beginning by way of such month to such date reimbursement or otherwise, you may as a matter of terminationadministrative convenience, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund but shall not be required obligated to, advance to pay any fee the Fund an amount representing all or a portion of the expenses so assumed. If you do advance such an amount to any the Fund and you are not repaid after a reasonable time by the party whose obligation it is to assume such subadviserexpense of the Fund, you shall be entitled to have the amount of such advance returned to you upon request.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.75.60% per annum of the average daily net assets of the Fundassets, as defined below, of the Fund. The “"average daily net assets” " of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s 's portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust of the Trust. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the INVESTMENT ADVISORY AGREEMENT HARBOR CAPITAL APPRECIATION FUND JUNE 25, 1993 value of the net assets of the Fund’s 's portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Declaration of Trust of the Trust for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 3 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to at the sum annual rate of 0.750.68% per annum of based on the average daily net assets of the Fund, as defined below. The “average daily net assets” of the Fund are defined as the average of the values placed on the net assets as of 4:00 P.M. (New York time), on each day on which the net asset value of the Fund’s portfolio is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of the net assets of its portfolio as of some other time on each business day, as of such time. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Declaration of Trust Organizational Documents of the TrustFund. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the Shares of the Fund has been suspended pursuant to the Organizational Documents of the Fund for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6. If this Agreement is terminated as of any date not the last day of a month, such fee shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund shall not be required to pay any fee to any such subadviser.

Compensation of the Adviser. (a) For all services to be rendered and payments made as provided in Paragraphs 3, paragraphs 3 and 4 and 5 hereof, the Trust on behalf of the Fund will pay you on the last day of each month a fee equal to the sum of 0.75.425% per annum of the average daily net assets for such month of each of the Fund, as defined belowZero Coupon Portfolios. The “"average daily net assets” " of the Fund Zero Coupon Portfolios are defined as the average of the values placed on the net assets of such Portfolios as of 4:00 P.M. p.m. (New York time), on each day on which the net asset value of the Fund’s portfolio 's Portfolios is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act of 1940 or, if the Fund lawfully determines the value of the net assets of its portfolio such Portfolios as of some other time on each business day, as of such time. The value of the net assets of the Fund Zero Coupon Portfolios shall be determined pursuant to the applicable provisions of the Declaration of Trust of the TrustFund. If If, pursuant to such provisions, the determination of net asset value is suspended for any particular business day, then for the purposes of this Paragraph 6paragraph 5, the value of the net assets of the Zero Coupon Portfolios of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of the Fund’s portfolio 's Zero Coupon Portfolios may lawfully be determined, on that day. If the determination of the net asset value of the Shares shares of the Zero Coupon Portfolios has been suspended pursuant to the Declaration of Trust of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Zero Coupon Portfolios of the Fund as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio Zero Coupon Portfolios more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Paragraph 6paragraph 5. If this Agreement is terminated as You may waive all or a portion of any date not your fees provided for hereunder. In the last day of a month, such fee shall be based on the average daily net assets event that others than you agree to assume expenses of the Fund in that period from the beginning by way of such month to such date reimbursement or otherwise, you may as a matter of terminationadministrative convenience, and shall be the proportion of such average daily net assets as the number of calendar days in such period bears to the number of calendar days in such month. (b) You agree that your compensation for any month shall include, and thus be reduced by, the amount, if any, which you pay to any subadviser engaged pursuant to Paragraph 4 hereof. You agree that the Trust on behalf of the Fund but shall not be required obligated to, advance to pay any fee the Fund an amount representing all or a portion of the expenses so assumed. If you do advance such an amount to any the Fund and you are not repaid after a reasonable time by the party whose obligation it is to assume such subadviserexpense of the Fund, you shall be entitled to have the amount of such advance returned to you upon request.