AGREEMENT AND PLAN OF REORGANIZATIONReorganization Agreement • December 19th, 2016 • Harbor Funds • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) dated as of December 19, 2016, by and between: (i) Manager Directed Portfolios, a statutory trust organized under the laws of Delaware (“Target Fund Trust”), on behalf of its series, Mar Vista Strategic Growth Fund (the “Target Fund”); and (ii) Harbor Funds, a statutory trust organized under the laws of Delaware (“Acquiring Fund Trust”), on behalf of its series, Harbor Strategic Growth Fund (the “Acquiring Fund”) (collectively, the “Parties” and each a “Party”). Mar Vista Investment Partners, LLC, a Delaware limited liability company (“Target Fund Adviser”), joins this Agreement solely for purposes of paragraphs 3.2, 9.2, 10.1, 10.5, 10.13 and 10.14 and Article VII; and Harbor Capital Advisors, Inc., a Delaware corporation (“Harbor Capital Advisors”), joins this Agreement solely for purposes of paragraphs 9.2, 10.1, 10.5, 10.13 and 10.14 and Article VII. Capitalized terms not otherwise defined herein shall have the meaning se
