0001193125-12-082066 Sample Contracts

Investment Advisory Agreement For Subadviser HARBOR INTERNATIONAL FUND
Harbor Funds • February 27th, 2012 • 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 the Harbor International 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 advise

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Investment Advisory Agreement For Subadviser (Harbor High-Yield Bond Fund)
Harbor Funds • February 27th, 2012 • Illinois

Harbor Capital Advisors, Inc. (the “Adviser”), a Delaware corporation, with its principal offices at 111 South Wacker Drive, 34111 Floor, Chicago, Illinois 60606, is the investment adviser to Harbor Fund (the “Trust”) on behalf of Harbor High-Yield Bond 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

Investment Advisory Agreement For Subadviser (HARBOR MID CAP GROWTH FUND)
Harbor Funds • February 27th, 2012 • Ohio

Harbor Capital Advisors, Inc. (the “Adviser”), a Delaware corporation, with its principal offices at One SeaGate, Toledo, Ohio 43666, 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 and to perform such services

Investment Advisory Agreement For Subadviser (Harbor Capital Appreciation Fund)
Harbor Funds • February 27th, 2012 • 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 Capital Appreciation 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

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT FOR SUBADVISER
Investment Advisory Agreement • February 27th, 2012 • Harbor Funds

This Amendment to the Investment Advisory Agreement for Subadviser (“Amendment”) is made as of April 1, 2004, among Harbor Capital Advisors, Inc., Harbor Fund, on behalf of Harbor Small Cap Value Fund, and EARNEST Partners, LLC to the Investment Advisory Agreement for Subadviser (the “Agreement”). All capitalized terms used in this Amendment and not defined herein shall have the same meaning ascribed to them in the Agreement.

Re: Distribution Agreement (the “Agreement”)
Harbor Funds • February 27th, 2012

Attached is an amendment to the Agreement dated April 8, 2002 between Harbor Funds (the “Fund”) and you. Pursuant to §15 of the Agreement, the Fund 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.

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT FOR SUBADVISER
Investment Advisory Agreement • February 27th, 2012 • Harbor Funds

This Amendment to the Investment Advisory Agreement for Subadviser (“Amendment”) is made as of April 1, 2004, among Harbor Capital Advisors, Inc., Harbor Fund, on behalf of Harbor Bond Fund, and Pacific Investment Management Company to the Investment Advisory Agreement for Subadviser (the “Agreement”). All capitalized terms used in this Amendment and not defined herein shall have the same meaning ascribed to them in the Agreement.

SECOND AMENDMENT TO INVESTMENT ADVISORY AGREEMENT FOR SUBADVISER
Investment Advisory Agreement for Subadviser • February 27th, 2012 • Harbor Funds

This Second Amendment to the Investment Advisory Agreement for Subadviser (the “Agreement”) dated June 7, 2001 and amended April 1, 2004, between Harbor Capital Advisors, Inc. (“Adviser”), Harbor Funds (the “Trust”), on behalf of Harbor Bond Fund (“Fund”), and Pacific Investment Management Company LLC (“Subadviser”), is entered into the 11th day of February, 2009.

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