Harbor Funds Sample Contracts

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TRANSFER AGENCY AND SERVICE AGREEMENT FEE SCHEDULE
Transfer Agency and Service Agreement • December 3rd, 2001 • Harbor Fund

Fee Schedule for Services as Transfer Agent, Dividend Disbursing Agent and Shareholder Servicing Agent for the following Fund:

March 1, 2006
Investment Advisory Agreement • February 22nd, 2006 • Harbor Fund • Ohio
2 3 DISTRIBUTION AGREEMENT HCA SECURITIES, INC. JUNE 25, 1993
Distribution Agreement • February 27th, 1997 • Harbor Fund • Ohio
CUSTODIAN CONTRACT BETWEEN HARBOR GROWTH FUND AND
Custodian Contract • February 26th, 1998 • Harbor Fund
Investment Advisory Agreement (Harbor International Compounders Fund)
Investment Advisory Agreement • February 29th, 2024 • Harbor Funds • Illinois

Harbor Funds (the “Trust”) has been organized under the laws of Delaware to engage in the business of an investment company. The shares of beneficial interest of the Trust (“Shares”) are divided into multiple series, including Harbor International Compounders Fund (the “Fund”), as established pursuant to a written instrument executed by the Trustees of the Trust. Series may be terminated, and additional series established, from time to time by action of the Trustees. The Trust, on behalf of the Fund, has selected you to act as the investment adviser of the Fund and to provide certain other services, as more fully set forth below, and you are willing to act as such investment adviser and to perform such services under the terms and conditions hereinafter set forth. Accordingly, the Trust agrees with you as follows:

Non-Discretionary Model Portfolio Provider Agreement
Non-Discretionary Model Portfolio Provider Agreement • June 4th, 2021 • Harbor Funds • Illinois

Harbor Capital Advisors, Inc. (the “Adviser”), a Delaware corporation, with its principal offices at 111 South Wacker Drive, Chicago, Illinois 60606, is the investment adviser to Harbor Funds (the “Trust”) on behalf of each series set forth in Schedule A attached hereto, severally and not jointly (each, a “Fund”). The Trust has been organized as a statutory trust under the laws of the State of Delaware to engage in the business of an investment company. The Trust is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The shares of beneficial interest of the Trust (the “Shares”) are divided into multiple series, including the Fund(s), as established pursuant to resolutions adopted by the Board of Trustees of the Trust (the “Board” or the “Trustees”). Pursuant to authority granted the Adviser by the Trust’s Trustees, the Adviser has selected Westfield Capital Management Company L.P. (“you”, “your” or “

Amended and Restated Investment Advisory Agreement For Subadviser Harbor Mid Cap Value Fund
Investment Advisory Agreement • September 12th, 2019 • Harbor Funds • Illinois

Harbor Capital Advisors, Inc. (the “Adviser”), a Delaware corporation, with its principal offices at 111 South Wacker Drive, 34th Floor, Chicago, Illinois 60606, is the investment adviser to Harbor Fund (the “Trust”) on behalf of Harbor Mid Cap Value Fund (the “Fund”). The Trust has been organized under the laws of Delaware to engage in the business of an investment company. The shares of beneficial interest of the Trust (“Shares”) are divided into multiple series including the Fund, as established pursuant to a written instrument executed by the Trustees of the Trust. The Trust is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Pursuant to authority granted the Adviser by the Trust’s Trustees, the Adviser has selected you to act as a sub-investment adviser of the Fund and to provide certain other services, as more fully set forth below. You are willing to act as such a sub-investment adviser and

Investment Advisory Agreement For Subadviser (Harbor Core Plus Fund)
Investment Advisory Agreement • February 23rd, 2022 • Harbor Funds • New York

Harbor Capital Advisors, Inc. (the “Adviser”), a Delaware corporation, with its principal offices at 111 South Wacker Drive, Chicago, Illinois 60606, is the investment adviser to Harbor Funds (the “Trust”) on behalf of Harbor Core Plus Fund (the “Fund”). The Trust has been organized as a statutory trust under the laws of the State of Delaware to engage in the business of an investment company. The Trust is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The shares of beneficial interest of the Trust (the “Shares”) are divided into multiple series, including the Fund, as established pursuant to resolutions adopted by the Board of Trustees of the Trust (the “Board” or the “Trustees”). Pursuant to authority granted the Adviser by the Trust’s Trustees, the Adviser has selected Income Research & Management (“you”, “your” or “yourself”) to act as a sub-investment adviser of the Fund and to provide cert

Investment Advisory Agreement (HARBOR COMMODITY REAL RETURN STRATEGY FUND)
Investment Advisory Agreement • February 28th, 2013 • Harbor Funds • Illinois

Harbor Funds (the “Trust”) has been organized under the laws of Delaware to engage in the business of an investment company. The shares of beneficial interest of the Trust (“Shares”) are divided into multiple series, including Harbor Commodity Real Return Strategy Fund (the “Fund”), as established pursuant to a written instrument executed by the Trustees of the Trust. Series may be terminated, and additional series established, from time to time by action of the Trustees. The Trust on behalf of the Fund has selected you to act as the investment adviser of the Fund and to provide certain other services, as more fully set forth below, and you are willing to act as such investment adviser and to perform such services under the terms and conditions hereinafter set forth. Accordingly, the Trust agrees with you as follows:

Investment Advisory Agreement For Subadviser Harbor Real Return Fund
Investment Advisory Agreement • August 15th, 2013 • Harbor Funds • Illinois

Harbor Capital Advisors, Inc. (the “Adviser”), a Delaware corporation, with its principal offices at 111 South Wacker Drive, 34th Floor, Chicago, Illinois 60606, is the investment adviser to Harbor Fund (the “Trust”) on behalf of the Harbor Real Return Fund (the “Fund”). The Trust has been organized under the laws of Delaware to engage in the business of an investment company. The shares of beneficial interest of the Trust (“Shares”) are divided into multiple series including the Fund, as established pursuant to a written instrument executed by the Trustees of the Trust. The Trust is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Pursuant to authority granted the Adviser by the Trust’s Trustees, the Adviser has selected Pacific Investment Management Company LLC (“PIMCO” or “you”) to act as a sub-investment adviser of the Fund and to provide certain other services, as more fully set forth below.

AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT (HARBOR REAL RETURN FUND)
Investment Advisory Agreement • February 28th, 2007 • Harbor Funds
Amended and Restated Investment Advisory Agreement For Subadviser Harbor Small Cap Growth Fund
Investment Advisory Agreement • February 23rd, 2022 • Harbor Funds • Illinois

Harbor Capital Advisors, Inc. (the “Adviser”), a Delaware corporation, with its principal offices at 111 South Wacker Drive, 34th Floor, Chicago, Illinois 60606, is the investment adviser to Harbor Funds (the “Trust”) on behalf of Harbor Small Cap Growth Fund (the “Fund”). The Trust has been organized under the laws of Delaware to engage in the business of an investment company. The shares of beneficial interest of the Trust (“Shares”) are divided into multiple series including the Fund, as established pursuant to a written instrument executed by the Trustees of the Trust. The Trust is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Pursuant to authority granted the Adviser by the Trust’s Trustees, the Adviser has selected you to act as a sub-investment adviser of the Fund and to provide certain other services, as more fully set forth below. You are willing to act as such a sub-investment adviser

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Amended and Restated Investment Advisory Agreement For Subadviser Harbor Convertible Securities Fund
Investment Advisory Agreement • September 12th, 2019 • Harbor Funds • Illinois

Harbor Capital Advisors, Inc. (the “Adviser”), a Delaware corporation, with its principal offices at 111 South Wacker Drive, 34th Floor, Chicago, Illinois 60606, is the investment adviser to Harbor Funds (the “Trust”) on behalf of Harbor Convertible Securities Fund (the “Fund”). The Trust has been organized under the laws of Delaware to engage in the business of an investment company. The shares of beneficial interest of the Trust (“Shares”) are divided into multiple series including the Fund, as established pursuant to a written instrument executed by the Trustees of the Trust. The Trust is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Pursuant to authority granted the Adviser by the Trust’s Trustees, the Adviser has selected you to act as a sub-investment adviser of the Fund and to provide certain other services, as more fully set forth below. You are willing to act as such a sub-investment a

Investment Advisory Agreement For Subadviser (Harbor Emerging Markets Equity Fund)
Investment Advisory Agreement • December 16th, 2020 • Harbor Funds • Illinois

Harbor Capital Advisors, Inc. (the “Adviser”), a Delaware corporation, with its principal offices at 111 South Wacker Drive, Chicago, Illinois 60606, is the investment adviser to Harbor Funds (the “Trust”) on behalf of Harbor Emerging Markets Equity Fund (the “Fund”). The Trust has been organized under the laws of Delaware to engage in the business of an investment company. The shares of beneficial interest of the Trust (“Shares”) are divided into multiple series including the Fund, as established pursuant to a written instrument executed by the Trustees of the Trust. The Trust is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Pursuant to authority granted the Adviser by the Trust’s Trustees, the Adviser has selected you to act as a sub-investment adviser of the Fund and to provide certain other services, as more fully set forth below. You are willing to act as such a sub-investment adviser and

Investment Advisory Agreement For Subadviser (Harbor Emerging Markets Equity Fund)
Investment Advisory Agreement • February 25th, 2020 • Harbor Funds • Illinois

Harbor Capital Advisors, Inc. (the “Adviser”), a Delaware corporation, with its principal offices at 111 South Wacker Drive, Chicago, Illinois 60606, is the investment adviser to Harbor Funds (the “Trust”) on behalf of Harbor Emerging Markets Equity Fund (the “Fund”). The Trust has been organized under the laws of Delaware to engage in the business of an investment company. The shares of beneficial interest of the Trust (“Shares”) are divided into multiple series including the Fund, as established pursuant to a written instrument executed by the Trustees of the Trust. The Trust is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Pursuant to authority granted the Adviser by the Trust’s Trustees, the Adviser has selected you to act as a sub-investment adviser of the Fund and to provide certain other services, as more fully set forth below. You are willing to act as such a sub-investment adviser and

AGREEMENT AND DECLARATION OF TRUST of HARBOR FUNDS a Delaware Statutory Trust Principal Place of Business:
Agreement and Declaration of Trust • October 30th, 2017 • Harbor Funds • Delaware

This AGREEMENT AND DECLARATION OF TRUST was made on June 8, 1993, and amended and restated on October 1, 2006 and June 25, 2013, and revised as of December 16, 2016, by the Trustees, to establish a statutory trust for the purpose of conducting, operating and carrying on the business of a management investment company for the investment and reinvestment of funds contributed to the Trust by investors. The Trustees declare that all money and property contributed to the Trust shall be held and managed in trust pursuant to this Agreement and Declaration of Trust. The name of the Trust created by this Agreement and Declaration of Trust is Harbor Funds.

Investment Advisory Agreement For Subadviser (Harbor Strategic Growth Fund)
Investment Advisory Agreement • December 16th, 2016 • Harbor Funds • Illinois

Harbor Capital Advisors, Inc. (the “Adviser”), a Delaware corporation, with its principal offices at 111 South Wacker Drive, Chicago, Illinois 60606, is the investment adviser to Harbor Funds (the “Trust”) on behalf of Harbor Strategic Growth Fund (the “Fund”). The Trust has been organized under the laws of Delaware to engage in the business of an investment company. The shares of beneficial interest of the Trust (“Shares”) are divided into multiple series including the Fund, as established pursuant to a written instrument executed by the Trustees of the Trust. The Trust is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Pursuant to authority granted the Adviser by the Trust’s Trustees, the Adviser has selected you to act as a sub-investment adviser of the Fund and to provide certain other services, as more fully set forth below. You are willing to act as such a sub-investment adviser and to perf

AGREEMENT AND DECLARATION OF TRUST of HARBOR FUNDS a Delaware Statutory Trust Principal Place of Business:
Trust Agreement • May 11th, 2017 • Harbor Funds • Delaware

This AGREEMENT AND DECLARATION OF TRUST was made on June 8, 1993, amended and restated on October 1, 2006, and revised as of December 16, 2016, by the Trustees, to establish a statutory trust for the purpose of conducting, operating and carrying on the business of a management investment company for the investment and reinvestment of funds contributed to the Trust by investors. The Trustees declare that all money and property contributed to the Trust shall be held and managed in trust pursuant to this Agreement and Declaration of Trust. The name of the Trust created by this Agreement and Declaration of Trust is Harbor Funds.

Harbor Small Cap Growth Fund Harbor Growth Fund One SeaGate Toledo, Ohio 43666 Ladies and Gentlemen: This opinion is being delivered to you in connection with the Agreement and Plan of Reorganization (the "Agreement"), made as of ___________, 2002...
Agreement and Plan of Reorganization • August 1st, 2002 • Harbor Fund

This opinion is being delivered to you in connection with the Agreement and Plan of Reorganization (the "Agreement"), made as of ___________, 2002 between Harbor Growth Fund ("Acquiring Fund") and Harbor Small Cap Growth Fund ("Acquired Fund"), each a series of Harbor Fund, a Delaware business trust. Pursuant to the Agreement, Acquiring Fund acquired all of the assets of Acquired Fund in exchange solely for (i) the assumption by Acquiring Fund of all of the liabilities of Acquired Fund (the "Acquired Fund Liabilities") and (ii) the issuance of shares of beneficial interest of the Institutional Class of the Acquiring Fund (the "Acquiring Fund Shares") to Acquired Fund, followed by the distribution by Acquired Fund, in liquidation of Acquired Fund, of the Acquiring Fund Shares to the shareholders of Acquired Fund and the termination of Acquired Fund (the foregoing together constituting the "Transaction"). All section references, unless otherwise indicated, are to the United States Intern

Re: Distribution Agreement (the “Agreement”)
Distribution Agreement • September 5th, 2019 • Harbor Funds

Attached is an amendment to the Agreement dated July 1, 2013, as amended, between Harbor Funds (the “Trust”) and you. Pursuant to §15 of the Agreement, the Trust proposes that the Agreement be amended to replace Exhibit A to the Agreement which lists all of the series of the Trust which are included in and are covered by the Agreement.

Amended and Restated Investment Advisory Agreement For Subadviser (Harbor Global Leaders Fund)
Investment Advisory Agreement • September 12th, 2019 • Harbor Funds • Illinois

Harbor Capital Advisors, Inc. (the “Adviser”), a Delaware corporation, with its principal offices at 111 South Wacker Drive, Chicago, Illinois 60606, is the investment adviser to Harbor Funds (the “Trust”) on behalf of Harbor Global Leaders Fund (the “Fund”). The Trust has been organized under the laws of Delaware to engage in the business of an investment company. The shares of beneficial interest of the Trust (“Shares”) are divided into multiple series including the Fund, as established pursuant to a written instrument executed by the Trustees of the Trust. The Trust is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Pursuant to authority granted the Adviser by the Trust’s Board of Trustees, the Adviser has selected you to act as a sub-investment adviser of the Fund and to provide certain other services, as more fully set forth below. You are willing to act as such a sub-investment adviser and

Amended and Restated Investment Advisory Agreement For Subadviser Harbor Mid Cap Growth Fund
Investment Advisory Agreement • September 5th, 2019 • Harbor Funds • Illinois

Harbor Capital Advisors, Inc. (the “Adviser”), a Delaware corporation, with its principal offices at 111 South Wacker Drive, 34th Floor, Chicago, Illinois 60606, is the investment adviser to Harbor Fund (the “Trust”) on behalf of Harbor Mid Cap Growth Fund (the “Fund”). The Trust has been organized under the laws of Delaware to engage in the business of an investment company. The shares of beneficial interest of the Trust (“Shares”) are divided into multiple series including the Fund, as established pursuant to a written instrument executed by the Trustees of the Trust. The Trust is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Pursuant to authority granted the Adviser by the Trust’s Trustees, the Adviser has selected you to act as a sub-investment adviser of the Fund and to provide certain other services, as more fully set forth below. You are willing to act as such a sub-investment adviser an

MANAGER DIRECTED PORTFOLIOS FORM OF INVESTMENT ADVISORY AGREEMENT with MAR VISTA INVESTMENT PARTNERS, LLC
Investment Advisory Agreement • April 8th, 2022 • Manager Directed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT made this [ ] day of [ ], 2022, by and between Manager Directed Portfolios, a Delaware statutory trust (the “Trust”) and Mar Vista Investment Partners, LLC, a Delaware limited liability company (the “Adviser”).

March 1, 2024
Investment Advisory Agreement • February 29th, 2024 • Harbor Funds • Illinois
March 1, 2020
Investment Advisory Agreement • February 25th, 2020 • Harbor Funds • Illinois
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