Common use of Compensation of the Subadviser Clause in Contracts

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quarter. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued in the manner specified in the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodian. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree to a lower effective fee rate to be paid by any other U.S. domiciled advisory clients (who becomes a client after the date of this Agreement) where that client has (i) the same or lower account size as the Fund, and (ii) a similar account type (i.e. pooled investment vehicle) and (iii) a substantially similar investment strategy (which would be any strategy that is benchmarked to the MSCI Emerging Markets Index (net) (or successor to such index)), then the Adviser will be notified within thirty (30) business days after such lower fee becomes applicable to the client, and you will offer the same fee to the Fund. For the avoidance of doubt, this provision shall not apply in respect of (1) any account or fee arrangement that was in place on or before the date of this Agreement, or (2) any client that would otherwise be caught by this provision, where such client pays you a performance related fee.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrearsApril, July, October and January, based on a percentage of the average daily of the actual net assets (as defined below) asset values of the portion of the Fund that you managed during at the close of the last business day of each month within the quarter. “Average Determination of net asset value of the Fund is computed daily net assets” means by the Fund's custodian, State Street Bank and Trust Company. Your fee will be based on the average of the net asset values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued manage, computed in the manner specified in the Fund’s 's Prospectus and Statement of Additional Information for the computation of the net assets of the Fund by State Street Bank and Trust Company, on the Fund’s custodianlast business day of each month within the quarter. If the determination of the net asset value of net assets is suspended for any particular the last business dayday of the month, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian State Street Bank and Trust Company determines the value of the net assets of the Fund’s 's 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 4. Should you agree You will offer to a lower effective the Adviser any more favorable asset based fee rate agreements that are provided to be paid by other investment clients, except that for any other U.S. domiciled advisory clients (who becomes a client after such agreements in effect upon the date signing of this Agreement) where that client has (i) the same or lower account size . Such offer shall be made as the Fundsoon as practicable after a more favorable asset based fee agreement is provided for any other investment clients. Should more favorable asset based fee agreements be offered to others, and (ii) a similar account type (i.e. pooled investment vehicle) and (iii) a substantially similar investment strategy (which would be any strategy that is benchmarked to the MSCI Emerging Markets Index (net) (or successor to such index)), then the Adviser will be notified within thirty (30) business days after such lower new asset based fee becomes applicable agreements are established. Your services to the clientFund pursuant to this Agreement are deemed to be exclusive, and you will offer the same fee except for your subadviser relationship with Touchstone Emerging Growth Fund. You agree not to sponsor, render WESTFIELD CAPITAL MANAGEMENT HARBOR SMALL CAP GROWTH FUND NOVEMBER 1, 2000 investment advice, manage or provide other services to an open-end, publicly offered, no-load mutual fund that would be in direct competition with the Fund. For The provisions set forth in the avoidance of doubt, this provision shall not apply in respect of (1) any account or fee arrangement that was in place on or before the date preceding sentence will survive termination of this Agreement, Agreement except in the event this Agreement is assigned by or (2) any client that would otherwise be caught terminated by this provision, where such client pays you a performance related feethe Adviser or the Trust on behalf of the Fund.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrearsApril, July, October and January, based on a percentage of the average daily of the actual net assets (as defined below) of the portion of the Fund that you managed during at the close of the last business day of each month within the quarter. “Average Determination of the net asset value of the Fund is computed daily net assets” means by the Fund's custodian, and is consistent with the provisions of Rule 22c-1 under the Investment Company Act. Your fee will be based on the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued manage, computed in the manner specified in the Fund’s 's Prospectus and Statement of Additional Information for the computation of the net assets of the Fund by the Fund’s 's custodian, on the last business day of each month within the quarter. If determination of the value of net assets is suspended for any particular the last business dayday of the month, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s 's custodian determines the value of the net assets of the Fund’s 's 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 4. Should you agree You will offer to the Adviser any more favorable asset based fee agreements that are provided to other investment clients, except that for any such agreements in effect as of May 2, 1997. Such offer shall be made as soon as practicable after a lower effective more favorable asset based fee rate to be paid by agreement is provided for any other U.S. domiciled advisory clients (who becomes a client after the date of this Agreement) where that client has (i) the same or lower account size as the Fundinvestment clients. Should more favorable asset based fee agreements be offered to others, and (ii) a similar account type (i.e. pooled investment vehicle) and (iii) a substantially similar investment strategy (which would be any strategy that is benchmarked to the MSCI Emerging Markets Index (net) (or successor to such index)), then the Adviser will be notified within thirty (30) business days after such lower new asset based fee becomes applicable agreements are established. Your services to the clientFund pursuant to this Agreement are deemed to be exclusive for a period of seven (7) years from May 2, 1997 and it is understood that you may not render investment advice, management and other services to any other registered investment company. The provisions set forth in the preceding sentence will offer survive termination of this Agreement except in the same fee to event this Agreement is assigned by or otherwise terminated by the Adviser or the Trust on behalf of the Fund. For the avoidance of doubt, this provision shall not apply in respect of (1) any account or fee arrangement that was in place on or before the date of this Agreement, or (2) any client that would otherwise be caught by this provision, where such client pays you a performance related fee.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrearsApril, July, October and January, based on a percentage of the average daily of the actual net assets (as defined below) asset values of the portion of the Fund that you managed during at the close of the last business day of each month within the quarter. “Average Determination of net asset value of the Fund is computed daily net assets” means by the Fund's custodian, State Street Bank and Trust Company. Your fee will be based on the average of the net asset values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued manage, computed in the manner specified in the Fund’s 's Prospectus and Statement of Additional Information for the computation of the net assets of the Fund by State Street Bank and Trust Company, on the Fund’s custodianlast business day of each month within the quarter. If the determination of the net asset value of net assets is suspended for any particular the last business dayday of the month, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian State Street Bank and Trust Company determines the value of the net assets of the Fund’s 's 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 4. Should you agree You will offer to a lower effective the Adviser any more favorable asset based fee rate agreements that are provided to be paid by other investment clients, except that for any other U.S. domiciled advisory clients (who becomes a client after such agreements in effect upon the date signing of this Agreement) where that client has (i) the same or lower account size . Such offer shall be made as the Fundsoon as practicable after a more favorable asset based fee agreement is provided for any other investment clients. Should more favorable asset based fee agreements be offered to others, and (ii) a similar account type (i.e. pooled investment vehicle) and (iii) a substantially similar investment strategy (which would be any strategy that is benchmarked to the MSCI Emerging Markets Index (net) (or successor to such index)), then the Adviser will be notified within thirty (30) business days after such lower new asset based fee becomes applicable agreements are established. Your services to the client, and you will offer the same fee Fund pursuant to the Fund. For the avoidance this Agreement are deemed to be exclusive for a period of doubt, this provision shall not apply in respect of seven (17) any account or fee arrangement that was in place on or before years from the date of this AgreementAgreement and it is understood that you may not render investment advice, management and other services to any other registered investment company. The provisions set forth in the preceding sentence will survive termination of this Agreement except in the event this Agreement is assigned by or (2) any client that would otherwise be caught terminated by this provision, where such client pays you a performance related feethe Adviser or the Trust on behalf of the Fund.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quarter. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued by the Fund’s custodian in the manner specified in the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodianInformation, as amended or supplemented. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree to a lower effective fee rate than the fee rate set forth in Schedule A to be paid by any other advisory client invested in your Global ex-U.S. domiciled advisory clients strategy (who becomes a client after the date of this Agreementor any successor to such strategy) where that client has (i) the same or lower a similar account size as the portion of the Fund, ’s assets for which you serve as sub-investment adviser and (ii) a similar account type (i.e. i.e., pooled investment vehicle) and (iii) a substantially similar investment strategy (which would be any strategy that is benchmarked to the MSCI Emerging Markets Index (net) (or successor to such index)), then the Adviser will be notified within thirty (30) business days after such lower fee becomes applicable to the client, and you will offer the same fee to the Fund. For the avoidance of doubt, this provision shall not apply in respect of (1) any account or fee arrangement that was in place on or before the date of this Agreement, (2) any Comgest branded pooled funds that are not registered as U.S. open-end mutual funds, or (23) any client that would otherwise be caught by this provision, where such client pays you a performance related fee.. COMGEST ASSET MANAGEMENT INTERNATIONAL LIMITED HARBOR FOCUSED INTERNATIONAL FUND JUNE 1, 2019

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quarter. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued by the Fund’s custodian in the manner specified in the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodianInformation, as amended or supplemented. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree If subsequent to a lower effective fee rate to be paid by any other U.S. domiciled advisory clients (who becomes a client after the date of this Agreement) where that client has (i) the same or lower account size as the Fund, and (ii) a you offer any other similarly sized advisory clients of similar account type (i.e. i.e., pooled investment vehicle) and (iii) invested in a substantially similar investment strategy as the Fund (which would be any strategy that is benchmarked “Comparable Account”) an effective fee more favorable than the effective fee charged to the MSCI Emerging Markets Index Fund, (net1) (or successor to such index)), then the Adviser will be notified as soon as practicable, but in any event within thirty (30) business days after any such lower fee becomes applicable to Comparable Account is charged the clientmore favorable effective fee, and (2) you will offer the same fee to reduce the Fund’s effective fee accordingly. For the avoidance of doubt, this provision shall not apply in respect for purposes of (determining whether a Comparable Account is of similar size, you may aggregate the assets under management of clients that are affiliated or part of the same relationship, including without limitation, clients under common control. INCOME RESEARCH & MANAGEMENT HARBOR DISCIPLINED BOND ETF MAY 1) any account or fee arrangement that was in place on or before the date of this Agreement, or (2) any client that would otherwise be caught by this provision, where such client pays you a performance related fee.2024

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quarter. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued in the manner specified in the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodian. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree You will offer to the Adviser any more favorable asset based effective fee rates that are provided to your other registered investment company clients (multiple relationships or single client) for investment strategies substantially similar to that utilized by the Fund, excluding clients with fees that are structured to include a performance-based fee. In the case of registered investment company clients (multiple relationships or single client) in an investment strategy substantially similar to that utilized by the Fund with fees that are structured to include a performance-based fee, when the total fee (comprised of the asset-based fee and the performance-based fee) is earned on the basis of investment performance that is in excess of the client’s benchmark by 6% on a cumulative basis over three years, if the effective fee rate for such client in any calendar quarter is lower than the effective fee rate to Adviser, then you will offer the same effective fee rate to Adviser for that quarter. This calculation will exclude only the first three years of any performance fee arrangement XXXXXXXX ASSOCIATES LLC HARBOR CAPITAL APPRECIATION FUND JULY 1, 2013 beginning on the inception date of the arrangement and ending on the third anniversary of the inception date to the extent that such performance fee is based on trailing three year returns. For such arrangements, beginning after the third anniversary of the inception date of such arrangement, which would be paid by the first full quarter after the first full three years of actual performance have been achieved, and for each successive quarter thereafter, there shall be no exclusion for such clients from this provision comparing the effective fee rate for such clients to the Fund’s effective fee rate. As of January 1, 2012, you will also offer to the Adviser any more favorable asset based fee schedule that is provided to your other U.S. domiciled advisory registered investment company clients (who becomes a client after multiple relationships or single client) for investment strategies substantially similar to that utilized by the date of this Agreement) where that client has Fund, excluding (i) the same or lower account size as the Fundclients with fees that are structured to include a performance-based fee, and (ii) registered investment company clients sponsored by your affiliates (defined as entities controlling you, controlled by you or under common control with you) that serve as funding vehicles for variable annuity products for which you serve as adviser or subadviser; provided the fee arrangements for such clients do not permit the aggregation of assets for different mandates for the same client for purposes of computing the effective fee rates for those clients. Determinations as to whether this paragraph shall apply to particular client arrangements shall be made in good faith. Such offer shall be made as soon as practicable after a similar account type (i.e. pooled investment vehicle) and (iii) a substantially similar investment strategy (which would more favorable asset based effective fee rate or, beginning January 1, 2012, more favorable asset based fee schedule is provided for any of the above-specified clients. Should such more favorable fee arrangements be any strategy that is benchmarked offered to the MSCI Emerging Markets Index (net) (or successor to such index))above-specified clients, then the Adviser will be notified within thirty (30) business days after such lower new fee becomes applicable to the client, and you will offer the same fee to the Fund. For the avoidance of doubt, this provision shall not apply in respect of (1) any account or fee arrangement that was in place on or before the date of this Agreement, or (2) any client that would otherwise be caught by this provision, where such client pays you a performance related feearrangements are established.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quarter. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued in the manner specified in the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodian. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree ARISTOTLE CAPITAL MANAGEMENT, LLC HARBOR LARGE CAP VALUE FUND MARCH 1, 2013 You will offer to a lower effective the Adviser any more favorable asset based fee rate agreements that are provided to be paid by any your other U.S. domiciled advisory clients (who becomes a client after the date of this Agreement) where that client has (i) the same or lower account size as the Fund, and (ii) a similar account type (i.e. i.e., pooled investment vehiclevehicles) and (iii) a substantially similar investment strategy (strategy, except for any such agreements in effect as of May 25, 2012 which would be any strategy that is benchmarked the date you began serving as subadviser to the MSCI Emerging Markets Index (net) (or successor Fund. Such offer shall be made as soon as practicable after a more favorable asset based fee agreement is provided for any other advisory client of similar account type and investment strategy. Should more favorable asset based fee agreements be offered to such index))other advisory clients of similar account type and investment strategy, then the Adviser will be notified within thirty (30) business days after such lower new asset based fee becomes applicable agreements are established. You may not serve as investment adviser or subadviser to another publicly offered U.S, open-end mutual fund that would be in direct competition with the clientFund for the life of this Agreement, and you will offer including any continuation thereof, but in no event for a period less than 6 months from the same fee to the Fund. For the avoidance of doubt, this provision shall not apply in respect of (1) any account or fee arrangement that was in place on or before the effective date of this Agreement. Direct competition would include U.S. mutual funds focusing primarily on the U.S. large capitalization value equity asset class as well as mutual funds with broader mandates structured as fund-of-funds type vehicles that are seeking exposure to an investment strategy substantially similar to that utilized by the Fund and that may otherwise utilize the Fund as one of the underlying funds to provide that investment exposure excluding any fund-of-funds type vehicles for which you serve as adviser or subadviser as of the effective date of this Agreement. However, this restriction on serving as investment adviser or subadviser shall not apply to any publicly offered, open-end mutual fund which (i) is marketed or held out to the public as employing a multi-manager investment approach, (ii) in fact does employ multiple managers to achieve its investment objectives, and (iii) is not structured as a fund-of-funds type vehicle that is seeking exposure to an investment strategy substantially similar to that utilized by the Fund and that may otherwise utilize the Fund to provide that investment exposure. Should the Fund become a multi-manager fund, this restriction on your serving as adviser or subadviser to another U.S. open-end mutual fund that would be in direct competition with the Fund would expire. The provisions set forth in this section will survive termination of this Agreement except in the event this Agreement is assigned by or otherwise terminated by the Adviser or the Trust on behalf of the Fund. If, after June 1, 2016, the Fund has (1) achieved an average rank of 35% or better within a reasonably constituted peer group of similar open-end mutual funds, as determined by calculating the average of the peer rankings based on rolling twelve month performance measured quarterly since June 1, 2012, (2) any client the Fund has outperformed its benchmark index by 150 basis points an on annualized one-year and three-year basis measured on June 1, 2016, and (3) the Fund has not achieved an asset size of at least $380 million by June 1, 2016, then the foregoing restriction regarding your serving as investment adviser or subadviser to another publicly offered, open-end mutual fund that would otherwise be caught in direct competition with the Fund shall expire notwithstanding anything in this Agreement to the contrary. The $380 million threshold referenced in the prior sentence shall be reduced for purposes of determining whether that restriction would expire to the extent that the Fund has experienced a negative absolute return over the four year period beginning on June 1, 2012, in which case the $380 million threshold would be reduced proportionately by this provision, where an amount that reflects such client pays you a performance related feenegative absolute return.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quarter. “"Average daily net assets” " means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s 's portfolio is determined. The net assets of the Fund are valued in the manner specified in the Fund’s 's Prospectus and Statement of Additional Information by the Fund’s 's custodian. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s 's custodian determines the value of the net assets of the Fund’s 's 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 4. Should you agree You will offer to a lower effective the Adviser any more favorable asset based fee rate agreements that are provided to be paid by any your other U.S. domiciled advisory collective investment fund clients (who becomes a client after i.e., registered investment companies and other unregistered pooled investment vehicles) for investment strategies substantially similar to that utilized by the Fund, except for any such agreements in effect as of the date of this Agreement) where that client has (i) . Notwithstanding the same foregoing, this provision shall not apply to investment fund clients which are marketed or lower account size as the Fund, and (ii) a similar account type (i.e. pooled investment vehicle) and (iii) a substantially similar investment strategy (which would be any strategy that is benchmarked held out to the MSCI Emerging Markets Index (net) (or successor public as employing a multi-manager investment approach and which in fact do employ multiple managers to achieve their investment objectives. Such offer shall be made as soon as practicable after a more favorable asset based fee agreement is provided for such index))other advisory clients. Should more favorable asset based fee agreements be offered to others, then the Adviser will be notified within thirty (30) business days after such lower new asset based fee becomes applicable agreements are established. EVERCORE ASSET MANAGEMENT, LLC HARBOR SMALL TO MID CAP VALUE FUND MAY 1, 2007 AVOIDANCE OF INCONSISTENT POSITION AND BROKERAGE. In connection with purchases or sales of portfolio securities for the account of the portion of the Fund allocated to you, neither you nor any of your directors, officers, employees or affiliates will act as a principal or agent or receive any compensation in connection with the purchase or sale of investment securities by the Fund, other than the compensation provided for in this Agreement, except as permitted by the Investment Company Act and approved by the Board of Trustees. You or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the portion of the Fund's account allocated to you with brokers or dealers selected by you. In the selection of such brokers or dealers and the placing of such orders, you are directed at all times to seek for the Fund the most favorable execution and net price available. It is also understood that it is desirable for the Fund that you have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to the clientFund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, you are authorized to place orders for the purchase and sale of securities for the Fund with such certain brokers, subject to review by the Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to you in connection with your services to other clients. If any occasion should arise in which you give any advice to clients of yours concerning the Shares of the Fund, you will offer the same fee to act solely as investment counsel for such clients and not in any way on behalf of the Fund. For You will advise the avoidance Trust's custodian and the Adviser on a prompt basis of doubteach purchase and sale of a portfolio security specifying the name of the issuer, this provision the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer and such other information as may be reasonably required. From time to time as the Board of Trustees or the Adviser may reasonably request, you will furnish to the Trust's officers and to each of its Trustees reports on portfolio transactions and reports on issues of securities held in the portfolio, all in such detail as the Trust or the Adviser may reasonably request. On occasions when you deem the purchase or sale of a security to be in the best interest of the Fund as well as other of your clients, you, to the extent permitted by applicable laws and regulations, may, but shall not apply be under no obligation to, aggregate the securities to be sold or purchased in respect order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of (1) any account the securities so purchased or fee arrangement that was sold, as well as the expenses incurred in place on or before the date of this Agreementtransaction, or (2) any client that would otherwise shall be caught made by this provision, where you in the manner you consider to be the most equitable and consistent with your fiduciary obligations to the Fund and to such client pays you a performance related feeother clients.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quarter. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued in the manner specified in the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodian. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree ARISTOTLE CAPITAL MANAGEMENT, LLC HARBOR LARGE CAP VALUE FUND DECEMBER 17, 2012 You will offer to a lower effective the Adviser any more favorable asset based fee rate agreements that are provided to be paid by any your other U.S. domiciled advisory clients of similar account type (who becomes a client after i.e., pooled investment vehicles) and investment strategy, except for any such agreements in effect as of the date of this Agreement) where that . Such offer shall be made as soon as practicable after a more favorable asset based fee agreement is provided for any other advisory client has (i) the same or lower account size as the Fund, and (ii) a of similar account type (i.e. pooled and investment vehicle) strategy. Should more favorable asset based fee agreements be offered to other advisory clients of similar account type and (iii) a substantially similar investment strategy (which would be any strategy that is benchmarked to the MSCI Emerging Markets Index (net) (or successor to such index))strategy, then the Adviser will be notified within thirty (30) business days after such lower new asset based fee becomes applicable agreements are established. You may not serve as investment adviser or subadviser to another publicly offered U.S, open-end mutual fund that would be in direct competition with the Fund for the life of this Agreement, including any continuation thereof, but in no event for a period less than 6 months from the effective date of this Agreement. Direct competition would include U.S. mutual funds focusing primarily on the U.S. large capitalization value equity asset class as well as mutual funds with broader mandates structured as fund-of-funds type vehicles that are seeking exposure to an investment strategy substantially similar to that utilized by the Fund and that may otherwise utilize the Fund as one of the underlying funds to provide that investment exposure. However, this restriction on serving as investment adviser or subadviser shall not apply to any publicly offered, open-end mutual fund which (i) is marketed or held out to the clientpublic as employing a multi-manager investment approach, (ii) in fact does employ multiple managers to achieve its investment objectives, and you (iii) is not structured as a fund-of-funds type vehicle that is seeking exposure to an investment strategy substantially similar to that utilized by the Fund and that may otherwise utilize the Fund to provide that investment exposure. Should the Fund become a multi-manager fund, this restriction on your serving as adviser or subadviser to another U.S. open-end mutual fund that would be in direct competition with the Fund would expire. The provisions set forth in this section will offer survive termination of this Agreement except in the same fee to event this Agreement is assigned by or otherwise terminated by the Adviser or the Trust on behalf of the Fund. For If, after four years from the avoidance of doubt, this provision shall not apply in respect of (1) any account or fee arrangement that was in place on or before the effective date of this Agreement, the Fund has (1) achieved an average rank of 35% or better within a reasonably constituted peer group of similar open-end mutual funds, as determined by calculating the average of the peer rankings based on rolling twelve month performance measured quarterly since the effective date of this Agreement, (2) any client the Fund has outperformed its benchmark index by 150 basis points an on annualized one-year and three-year basis measured on the date four years from the effective date of this Agreement, and (3) the Fund has not achieved an asset size, as measured by the average net assets for the month ending four years after the effective date of this Agreement, which is at least 200% greater than the average net assets of the Fund as measured for the month of December 2012, then the foregoing restriction regarding your serving as investment adviser or subadviser to another publicly offered, open-end mutual fund that would otherwise be caught in direct competition with the Fund shall expire notwithstanding anything in this Agreement to the contrary. The threshold 200% increase referenced in the prior sentence shall be reduced for purposes of determining whether that restriction would expire to the extent that the Fund has experienced a negative absolute return over the four year period beginning on the effective date of this Agreement, in which case the threshold 200% increase would be reduced proportionately by this provisionan amount that reflects such negative absolute return. ARISTOTLE CAPITAL MANAGEMENT, where such client pays you a performance related fee.LLC HARBOR LARGE CAP VALUE FUND DECEMBER 17, 2012

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quarter. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued in the manner specified in the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodian. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree to a lower effective fee rate to be paid by any other U.S. domiciled advisory clients (who becomes a client after the date of this Agreement) where that client has (i) the same or lower account size as the Fund, and (ii) a similar account type (i.e. pooled investment vehiclevehicles) and (iii) a substantially similar investment strategy (which would be any strategy that is benchmarked to the MSCI Emerging Markets All Country World Index (net“ACWI”) ex-United States index (or successor to such index)), then the Adviser will be notified within thirty (30) business days after such lower fee becomes applicable to the client, and you will offer the same fee to the Fund. For the avoidance of doubt, this provision shall not apply in respect of (1) any account or fee arrangement that was in place on or before the date of this Agreement, (2) any Marathon branded pooled funds that are not registered as U.S. open-end mutual funds, or (23) any client that would otherwise be caught by this provision, where such client pays you a performance related fee. You may not serve as investment adviser or subadviser to another publicly offered, U.S. open-end mutual fund that would be in direct competition with the Fund for the life of this Agreement. Direct competition would include publicly offered mutual funds for which you serve as the sole (or primary) investment adviser or subadviser, and for which you employ a substantially similar investment strategy to that utilized by the Fund (which would be any strategy that is benchmarked to the MSCI ACWI ex-United States index (or successor to MARATHON ASSET MANAGEMENT LLP HARBOR DIVERSIFIED INTERNATIONAL ALL CAP FUND NOVEMBER 1, 2015 such index)). This restriction on serving as investment adviser or subadviser to another publicly offered, open-end mutual fund that would be in direct competition with the Fund shall not apply to any publicly offered, open-end mutual fund which (i) is marketed or held out to the public as employing a multi-manager investment approach, and (ii) in fact does employ multiple managers to achieve its investment objectives. The provisions set forth in this paragraph will survive termination of this Agreement for a period of 12 months except in the event this Agreement is assigned by or otherwise terminated by the Adviser or the Trust on behalf of the Fund or in the event that all parties collectively agree to terminate this Agreement in which case these provisions will expire on the date of termination.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quarter. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued in the manner specified in the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodian. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree to a lower effective more favorable asset-based fee rate to agreement be paid by any contracted with other U.S. domiciled advisory clients (who becomes a client after the date of this Agreement) where that client has (i) the same or lower account size as the Fund, and (ii) a similar account type (i.e. pooled investment vehiclevehicles) and (iii) a substantially similar investment strategy strategy, except for any such agreements in effect as of the date of this Agreement, (which would be any strategy that is benchmarked to the MSCI Emerging Markets Index (net1) (or successor to such index)), then the Adviser will be notified within thirty (30) business days after such lower new asset based fee becomes applicable to the clientagreements are established, and (2) you will offer the same fee agreement to the Fund. For BARING INTERNATIONAL INVESTMENT LIMITED HARBOR INTERNATIONAL SMALL CAP FUND FEBRUARY 1, 2016 You may not serve as investment adviser or subadviser to another publicly offered, U.S. open-end mutual fund registered under the avoidance of doubt, this provision shall not apply Investment Company Act that would be in respect of (1) any account or fee arrangement that was in place on or before direct competition with the date Fund for the life of this Agreement, including any continuation thereof. Direct competition would include U.S. publicly offered open end mutual funds registered under the Investment Company Act for which you serve as the sole or primary investment adviser or subadviser and for which you employ a substantially similar investment strategy to that utilized by the Fund. Substantially similar would include your International Small Cap Equity strategy and any successor to such strategy. Direct competition would also include serving as investment adviser or subadviser to U.S. publicly offered open end mutual funds registered under the Investment Company Act structured as fund-of-funds type vehicles with broader mandates (2the “fund-of-funds restriction”) that (i) historically have invested at least a portion of their assets in, among other types of instruments, proprietary and third-party advised publicly offered mutual funds to gain exposure to specific investment strategies, (ii) may seek exposure to an investment strategy substantially similar to that utilized by the Fund, and (iii) may utilize the Fund as one of the underlying funds to provide that investment exposure in place of engaging you directly to serve as investment adviser or subadviser to that fund. In light of the continuing evolution of products offered by third parties that may be subject to this fund-of-funds restriction, the parties agree to discuss in good faith any client and all such future products that may be covered by this fund-of-funds restriction. This restriction on serving as investment adviser or subadviser to another U.S. publicly offered, open-end mutual fund registered under the Investment Company Act that would be in direct competition with the Fund shall not apply to any U.S. publicly offered, open-end mutual fund registered under the Investment Company Act which (i) is marketed or held out to the public as employing a multi-manager investment approach, (ii) in fact does employ multiple managers to achieve its investment objectives, and (iii) is not structured as a fund-of-funds type vehicle that is seeking exposure to an investment strategy substantially similar to that utilized by the Fund and that may otherwise be caught utilize the Fund to provide that investment exposure. The provisions set forth in this paragraph will survive termination of this Agreement for a period of 12 months except in the event this Agreement is assigned by or otherwise terminated by the Adviser or the Trust on behalf of the Fund or in the event that both parties mutually agree to terminate this provision, where such client pays you a performance related feeAgreement in which case these provisions will expire on the date of termination.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly monthly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quartermonth. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued in the manner specified in the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodian. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree You will offer to the Adviser any more favorable asset based fee agreements that are provided to other investment clients. Such offer shall be made as soon as it is practicable after a lower effective more favorable asset based fee rate to be paid by agreement is provided for any other U.S. domiciled advisory investment clients. NORTHERN CROSS, LLC HARBOR INTERNATIONAL FUND JULY 1, 2013 You may render investment advice, management and other services only to clients (who becomes a client after the date of this Agreement) where that client has (i) the same or lower account size as are not publicly offered, open-end mutual funds that would be in direct competition with the Fund, and (ii) a similar account type (i.e. pooled investment vehicle) then only if and (iii) a substantially similar investment strategy (which would be any strategy that for so long as the services rendered under this Agreement are not impaired. The provisions set forth in the preceding sentence will survive termination of this Agreement for one year except in the event this Agreement is benchmarked to the MSCI Emerging Markets Index (net) (assigned by or successor to such index)), then otherwise terminated by the Adviser will be notified within thirty (30) business days after such lower fee becomes applicable to or the client, and you will offer the same fee to Trust on behalf of the Fund. For the avoidance of doubt, this provision shall not apply in respect of (1) any account or fee arrangement that was in place on or before the date of this Agreement, or (2) any client that would otherwise be caught by this provision, where such client pays you a performance related fee.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quarter. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued in the manner specified in the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodian. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree You will offer to a lower effective the Adviser any more favorable asset based fee rate schedule that is provided to be paid by any your other U.S. domiciled advisory clients (who becomes a client after the date of this Agreement) where that client has (i) the same or lower account size as the Fund, and (ii) a similar account type (i.e. i.e., pooled investment vehiclevehicles) and (iii) a substantially similar investment strategy (which would be any i.e., your ACWI ex-U.S. All Cap strategy that is benchmarked to the MSCI Emerging Markets Index (net) (or successor to such index)strategy), then except for any such agreements in effect as of the Adviser will date of this Agreement and excluding any fee schedules that include a performance fee component. Such offer shall be notified made within thirty (30) business days after a more favorable asset based fee schedule is established for any other of your advisory clients of similar account type and investment strategy. You may not serve as investment adviser or subadviser to another publicly offered U.S, open-end mutual fund that would be in direct competition with the Fund for the life of this Agreement, including any continuation thereof. Direct competition would include publicly offered U.S. mutual funds for which you serve as the sole or primary investment adviser or subadviser and for which you employ a substantially similar investment strategy to that utilized by the Fund (i.e., your ACWI ex-U.S. All Cap strategy or successor to such lower fee becomes applicable strategy). Direct competition would also include serving as investment adviser or subadviser to publicly offered U.S. mutual funds structured as fund-of-funds type vehicles with broader mandates that (i) historically have invested at least a portion of their assets in, among other types of instruments, proprietary and third-party advised publicly offered U.S. mutual funds to gain exposure to specific investment strategies, (ii) may seek exposure to an investment strategy substantially similar to that utilized by the Fund, and (iii) may utilize the Fund as one of the underlying funds to provide that investment exposure in place of engaging you directly to serve as investment adviser or subadviser to that fund. However, this restriction on serving as investment adviser or subadviser shall not apply to any publicly offered, open-end mutual fund which (i) is marketed or held out to the clientpublic as employing a multi-manager investment XXXXXXX XXXXXXX OVERSEAS LIMITED HARBOR INTERNATIONAL GROWTH FUND MARCH 1, 2020 approach, (ii) in fact does employ multiple managers to achieve its investment objectives, and you will offer (iii) is not structured as a fund-of-funds type vehicle that is seeking exposure to an investment strategy substantially similar to that utilized by the same fee Fund and that may otherwise utilize the Fund to provide that investment exposure. Should the FundFund become a multi-manager fund, this restriction on your serving as adviser or subadviser to another publicly offered U.S. open-end mutual fund that would be in direct competition with the Fund would expire. For the avoidance of doubt, doubt this provision section shall not apply prevent you from continuing to act as adviser to the Xxxxxxx Xxxxxxx International Choice Fund in respect its current form (i.e. a privately placed pooled fund). If you terminate this Agreement in accordance with paragraph 7 the provisions set forth in this section will survive termination of this Agreement and continue for a period of 18 months following termination of this Agreement such that you may not serve as investment adviser or subadviser to another publicly offered U.S, open-end mutual fund that would be in direct competition with the Fund (or would have been in direct competition with the Fund in the event the Fund discontinues operations or materially changes its investment approach following termination of this Agreement) for a period of 18 months following termination of this Agreement. However, in the event this Agreement is assigned by or otherwise terminated by the Adviser or the Trust on behalf of the Fund any exclusivity obligations you owe the Adviser or the Trust will end on the date of termination. If, after six years from July 1, 2013, the Fund has (1) any account achieved an average rank of 40% or fee arrangement better within a reasonably constituted peer group of similar open-end mutual funds as constructed by an independent mutual fund rating service, as determined by calculating the average of the peer rankings based on rolling twelve month performance measured on a calendar quarter basis beginning on September 30, 2014 (such that was in place the first twelve month performance ranking would be determined on or before September 30, 2014 which represents the date first calendar quarter ending after July 1, 2013 that includes a full twelve months of this Agreementyour serving as subadviser to the Fund), or (2) any client the Fund has outperformed (net of fees) its benchmark index by an average of 150 basis points or better on a rolling annualized three-year basis measured each calendar quarter end beginning September 30, 2016 (such that the first three year performance period would be determined on September 30, 2016), and (3) the Fund has not achieved at least $400 million in net new cash flows, then the foregoing restriction regarding your serving as investment adviser or subadviser to another publicly offered, open-end mutual fund that would otherwise be caught in direct competition with the Fund shall expire six years after July 1,2013 notwithstanding anything in this Agreement to the contrary. You will reserve capacity specifically for the Fund to accommodate $2 billion in net cash flows for a period of six years from July 1, 2013. To the extent it appears the Fund will be able to utilize that capacity prior to the end of such six year period, you and the Adviser agree to evaluate whether additional capacity may be allocated to the Fund at that time, which evaluation shall include your input from an investment and market perspective. If, after June 30, 2017, which is the first calendar quarter ending after four years from the effective date of the Original Agreement (as defined in Section 7), the Fund has (1) achieved an average rank of 40% or better within a reasonably constituted peer group of similar open-end mutual funds as constructed by an independent mutual fund rating service, as determined by calculating the average of the peer rankings based on rolling twelve month performance measured on a calendar quarter basis beginning on September 30, 2014 (such that the first XXXXXXX XXXXXXX OVERSEAS LIMITED HARBOR INTERNATIONAL GROWTH FUND MARCH 1, 2020 twelve month performance ranking would be determined on September 30, 2014), (2) the Fund has outperformed (net of fees) its benchmark index by an average of 150 basis points or better on an annualized three-year basis measured on June 30, 2017, and (3) the Fund has not achieved at least $200 million in net new cash flows, then the capacity specifically reserved for the Fund shall be reduced by subtracting from such $2 billion an amount which equals 25% of such capacity that has been unused as of that date notwithstanding anything in this provision, where such client pays Agreement to the contrary. Any reduction or elimination of capacity specifically reserved for the Fund shall not preclude you a performance related fee.from making additional capacity available for the Fund in the future

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrearsApril, July, October and January, based on a percentage of the average daily net assets (as defined below) of the portion actual net asset values of the Fund that you managed during at the close of the last business day of each month within the quarter. “Average daily net assets” means the average Determination of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund is computed daily by the Fund’s portfolio 's custodian, State Street Bank and Trust Company, and is determinedconsistent with the provisions of Rule 22c-1 under the Investment Company Act. The net assets Your fee will be based on the average of the Fund are valued net asset values of the fund, computed in the manner specified in the Fund’s 's Prospectus and Statement of Additional Information for the computation of the net assets of the Fund by State Street Bank and Trust Company, on the Fund’s custodianlast business day of each month within the quarter. If the determination of the net asset value of net assets is suspended for any particular the last business dayday of the month, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian State Street Bank and Trust Company determines the value of the net assets of the Fund’s 's 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 4. Should you agree You will offer to a lower effective the Adviser any more favorable asset based fee rate (not incentive) agreements that are provided to be paid by other investment clients using your Mid-Cap Growth Equity style of management, except that for any other U.S. domiciled advisory clients (who becomes a client after such agreements in effect upon the date signing of this Agreement. Such offer shall be made as soon as practicable after a more favorable asset based fee (not incentive) where that client has agreement is provided for any other investment clients. Should more favorable asset based fee (inot incentive) agreements be offered to others using the same Mid-Cap Growth Equity style of management, either alone or lower account size as in conjunction with other styles of management, for whatever reasons, the Fund, and (ii) a similar account type (i.e. pooled investment vehicle) and (iii) a substantially similar investment strategy (which would be any strategy that is benchmarked to the MSCI Emerging Markets Index (net) (or successor to such index)), then the Adviser Advisor will be notified within thirty (30) business days after such lower new asset based fee becomes applicable to the client, and you will offer the same fee to the Fund(not incentive) agreements are established. For the avoidance of doubt, this provision shall not apply in respect of (1) any account or fee arrangement that was in place on or before the date of this Agreement, or (2) any client that would otherwise be caught by this provision, where such client pays you a performance related fee5.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quarter. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued in the manner specified in the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodian. If determination of the value ARISTOTLE CAPITAL MANAGEMENT, LLC HARBOR LARGE CAP VALUE FUND JULY 1, 2013 of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree You will offer to a lower effective the Adviser any more favorable asset based fee rate agreements that are provided to be paid by any your other U.S. domiciled advisory clients (who becomes a client after the date of this Agreement) where that client has (i) the same or lower account size as the Fund, and (ii) a similar account type (i.e. i.e., pooled investment vehiclevehicles) and (iii) a substantially similar investment strategy (strategy, except for any such agreements in effect as of May 25, 2012 which would be any strategy that is benchmarked the date you began serving as subadviser to the MSCI Emerging Markets Index (net) (or successor Fund. Such offer shall be made as soon as practicable after a more favorable asset based fee agreement is provided for any other advisory client of similar account type and investment strategy. Should more favorable asset based fee agreements be offered to such index))other advisory clients of similar account type and investment strategy, then the Adviser will be notified within thirty (30) business days after such lower new asset based fee becomes applicable agreements are established. You may not serve as investment adviser or subadviser to another publicly offered U.S, open-end mutual fund that would be in direct competition with the clientFund for the life of this Agreement, and you will offer including any continuation thereof, but in no event for a period less than 6 months from the same fee to the Fund. For the avoidance of doubt, this provision shall not apply in respect of (1) any account or fee arrangement that was in place on or before the effective date of this Agreement. Direct competition would include U.S. mutual funds focusing primarily on the U.S. large capitalization value equity asset class as well as mutual funds with broader mandates structured as fund-of-funds type vehicles that are seeking exposure to an investment strategy substantially similar to that utilized by the Fund and that may otherwise utilize the Fund as one of the underlying funds to provide that investment exposure excluding any fund-of-funds type vehicles for which you serve as adviser or subadviser as of the effective date of this Agreement. However, this restriction on serving as investment adviser or subadviser shall not apply to any publicly offered, open-end mutual fund which (i) is marketed or held out to the public as employing a multi-manager investment approach, (ii) in fact does employ multiple managers to achieve its investment objectives, and (iii) is not structured as a fund-of-funds type vehicle that is seeking exposure to an investment strategy substantially similar to that utilized by the Fund and that may otherwise utilize the Fund to provide that investment exposure. Should the Fund become a multi-manager fund, this restriction on your serving as adviser or subadviser to another U.S. open-end mutual fund that would be in direct competition with the Fund would expire. The provisions set forth in this section will survive termination of this Agreement except in the event this Agreement is assigned by or otherwise terminated by the Adviser or the Trust on behalf of the Fund. If, after June 1, 2016, the Fund has (1) achieved an average rank of 35% or better within a reasonably constituted peer group of similar open-end mutual funds, as determined by calculating the average of the peer rankings based on rolling twelve month performance measured quarterly since June 1, 2012, (2) any client the Fund has outperformed its benchmark index by 150 basis points an on annualized one-year and three-year basis measured on June 1, 2016, and (3) the Fund has not achieved an asset size of at least $380 million by June 1, 2016, then the foregoing restriction regarding your serving as investment adviser or subadviser to another publicly offered, open-end mutual fund that would otherwise be caught in direct ARISTOTLE CAPITAL MANAGEMENT, LLC HARBOR LARGE CAP VALUE FUND JULY 1, 2013 competition with the Fund shall expire notwithstanding anything in this Agreement to the contrary. The $380 million threshold referenced in the prior sentence shall be reduced for purposes of determining whether that restriction would expire to the extent that the Fund has experienced a negative absolute return over the four year period beginning on June 1, 2012, in which case the $380 million threshold would be reduced proportionately by this provision, where an amount that reflects such client pays you a performance related feenegative absolute return.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quarter. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued in the manner specified in the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodian. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree to a lower effective more favorable asset-based fee rate to agreement be paid by contracted with any other U.S. domiciled advisory clients of similar account type (who becomes a client after i.e., pooled investment vehicles) and substantially similar investment strategy, [except for any such agreements in effect as of the date of this Agreement], (1) where that client has (i) the same or lower account size as the Fund, and (ii) a similar account type (i.e. pooled investment vehicle) and (iii) a substantially similar investment strategy (which would be any strategy that is benchmarked to the MSCI Emerging Markets Index (net) (or successor to such index)), then the Adviser will be notified within thirty (30) business days after any such lower new asset-based fee becomes applicable to the clientagreement is established, and (2) you will offer the same fee agreement to the Fund. For MAR VISTA INVESTMENT PARTNERS, LLC HARBOR STRATEGIC GROWTH FUND MARCH 1, 2017 You may not serve as investment adviser or subadviser to another publicly offered, U.S. open-end mutual fund that would be in direct competition with the avoidance of doubt, this provision shall not apply in respect of (1) any account or fee arrangement that was in place on or before Fund for the date life of this Agreement, including any continuation thereof. Direct competition would include publicly offered mutual funds for which you serve as the sole or primary investment adviser or subadviser and for which you employ a substantially similar investment strategy to that utilized by the Fund, but would not include your service as investment adviser to your proprietary Mar Vista U.S. open-end mutual fund family. Substantially similar would include your “strategic growth” equity strategy and any successor to such strategy. The parties further agree that “substantially similar” would also include, for a three-year period beginning February 1, 2017, your “focus” equity strategy and any successor to such strategy. Following the expiration of this three-year period, your service as the sole or primary investment adviser or subadviser to a publicly offered mutual fund employing your “focus” equity strategy or any successor to such strategy would require the mutual agreement of the Adviser and you. Direct competition would also include serving as investment adviser or subadviser to publicly offered mutual funds structured as fund-of-funds type vehicles with broader mandates that (2i) historically have invested at least a portion of their assets in, among other types of instruments, proprietary and third-party advised publicly offered mutual funds to gain exposure to specific investment strategies, (ii) may seek exposure to an investment strategy substantially similar to that utilized by the Fund, and (iii) may utilize the Fund as one of the underlying funds to provide that investment exposure in place of engaging you directly to serve as investment adviser or subadviser to that fund (the “fund-of-funds restriction”). In light of the continuing evolution of products offered by third parties that may be subject to this fund-of-funds restriction, the parties agree to discuss in good faith any client and all such future products that may be covered by this fund-of-funds restriction. This restriction on serving as investment adviser or subadviser to another publicly offered, open-end mutual funds that would be in direct competition with the Fund shall not apply to any publicly offered, open-end mutual fund which (i) is marketed or held out to the public as employing a multi-manager investment approach, (ii) in fact does employ multiple managers to achieve its investment objectives, and (iii) is not structured as a fund-of-funds type vehicle that is seeking exposure to an investment strategy substantially similar to that utilized by the Fund and that may otherwise be caught utilize the Fund to provide that investment exposure. The provisions set forth in this paragraph 4 will survive termination of this Agreement for a period of 12 months except in the event this Agreement is assigned by or otherwise terminated by the Adviser or the Trust on behalf of the Fund or in the event that both parties mutually agree to terminate this provision, where such client pays you a performance related feeAgreement in which case these provisions will expire on the date of termination.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quarter. “"Average daily net assets” " means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s 's portfolio is determined. The net assets of the Fund are valued in the manner specified in the Fund’s 's Prospectus and Statement of Additional Information by the Fund’s 's custodian. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s 's custodian determines the value of the net assets of the Fund’s 's 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 4. Should you agree You will offer to a lower effective the Adviser any more favorable asset based fee rate agreements that are provided to be paid by any your other U.S. domiciled advisory collective investment fund clients (who becomes a client after i.e., registered investment companies and other unregistered pooled investment vehicles) for investment strategies substantially similar to that utilized by the Fund, except for any such agreements in effect as of the date of this Agreement) where that client has (i) . Notwithstanding the same foregoing, this provision shall not apply to investment fund clients which are marketed or lower account size as the Fund, and (ii) a similar account type (i.e. pooled investment vehicle) and (iii) a substantially similar investment strategy (which would be any strategy that is benchmarked held out to the MSCI Emerging Markets Index (net) (or successor public as employing a multi-manager investment approach and which in fact do employ multiple managers to achieve their investment objectives. Such offer shall be made as soon as practicable after a more favorable asset based fee agreement is provided for such index))other advisory clients. Should more favorable asset based fee agreements be offered to others, then the Adviser will be notified within thirty (30) business days after such lower new asset based fee becomes applicable agreements are established. EVERCORE ASSET MANAGEMENT, LLC HARBOR SMID VALUE FUND MAY 1, 2007 AVOIDANCE OF INCONSISTENX XXSITION AND BROKERAGE. In connection with purchases or sales of portfolio securities for the account of the portion of the Fund allocated to you, neither you nor any of your directors, officers, employees or affiliates will act as a principal or agent or receive any compensation in connection with the purchase or sale of investment securities by the Fund, other than the compensation provided for in this Agreement, except as permitted by the Investment Company Act and approved by the Board of Trustees. You or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the portion of the Fund's account allocated to you with brokers or dealers selected by you. In the selection of such brokers or dealers and the placing of such orders, you are directed at all times to seek for the Fund the most favorable execution and net price available. It is also understood that it is desirable for the Fund that you have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to the clientFund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, you are authorized to place orders for the purchase and sale of securities for the Fund with such certain brokers, subject to review by the Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to you in connection with your services to other clients. If any occasion should arise in which you give any advice to clients of yours concerning the Shares of the Fund, you will offer the same fee to act solely as investment counsel for such clients and not in any way on behalf of the Fund. For You will advise the avoidance Trust's custodian and the Adviser on a prompt basis of doubteach purchase and sale of a portfolio security specifying the name of the issuer, this provision the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer and such other information as may be reasonably required. From time to time as the Board of Trustees or the Adviser may reasonably request, you will furnish to the Trust's officers and to each of its Trustees reports on portfolio transactions and reports on issues of securities held in the portfolio, all in such detail as the Trust or the Adviser may reasonably request. On occasions when you deem the purchase or sale of a security to be in the best interest of the Fund as well as other of your clients, you, to the extent permitted by applicable laws and regulations, may, but shall not apply be under no obligation to, aggregate the securities to be sold or purchased in respect order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of (1) any account the securities so purchased or fee arrangement that was sold, as well as the expenses incurred in place on or before the date of this Agreementtransaction, or (2) any client that would otherwise shall be caught made by this provision, where you in the manner you consider to be the most equitable and consistent with your fiduciary obligations to the Fund and to such client pays you a performance related feeother clients.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrearsApril, July, October and January, based on a percentage of the average daily of the actual net assets (as defined below) of the portion of the Fund that you managed during at the close of the last business day of each month within the quarter. “Average Determination of the net asset value of the Fund is computed daily net assets” means by the Fund's custodian, and is consistent with the provisions of Rule 22c-1 under the Investment Company Act. Your fee will be based on the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued manage, computed in the manner specified in the Fund’s 's Prospectus and Statement of Additional Information for the computation of the net assets of the Fund by the Fund’s 's custodian, on the last business day of each month within the quarter. If determination of the value of the net assets is suspended for any particular the last business dayday of the month, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s 's custodian determines the value of the net assets of the Fund’s 's 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 4. Should you agree to In the event the Subadviser adopts a new, lower effective fee rate to be paid by schedule for any other U.S. domiciled advisory clients client where: (who becomes a client after the date of this Agreement) where that client has (i1) the same assets under management for such client are in a portfolio that is substantially similar in investment style and investment services as those of the Fund; and (2) total assets under management for such client are less than or lower account size as equal to the market value of the assets under management of the Fund, and (ii) a similar account type (i.e. pooled investment vehicle) and (iii) a substantially similar investment strategy (which would be any strategy that is benchmarked such new fee schedule shall become applicable to the MSCI Emerging Markets Index (net) (or successor to Fund for the remaining term of the Agreement as of the effective date of such index)), then the Adviser will be notified within new fee schedule upon thirty (30) business days after such lower fee becomes applicable to written notice thereof by the client, and you will offer the same fee Subadviser to the Fund. For Your services to the avoidance of doubtFund pursuant to this Agreement are not to be deemed to be exclusive and it is understood that you may render investment advice, this provision shall not apply in respect of (1) any account or fee arrangement that was in place on or before the date of this Agreement, or (2) any client that would otherwise be caught by this provision, where such client pays you a performance related feemanagement and other services to others.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quarter. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued in the manner specified in the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodian. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree to a lower effective fee rate to be paid by any other U.S. domiciled advisory clients (who becomes a client after the date of this Agreement) where that client has (i) the same or lower account size as the Fund, and (ii) a similar account type (i.e. pooled investment vehiclevehicles) and (iii) a substantially similar investment strategy (which would be any strategy that is benchmarked to the MSCI Emerging Markets EAFE Index (net) (or successor to such index)), then the Adviser will be notified within thirty (30) business days after such lower fee becomes applicable to the client, and you will offer the same fee to the Fund. For the avoidance of doubt, this provision shall not apply in respect of (1) any account or fee arrangement that was in place on or before the date of this Agreement, (2) any Marathon branded pooled funds that are not registered as U.S. open-end mutual funds, or (23) any client that would otherwise be caught by this provision, where such client pays you a performance related fee.. You may not serve as investment adviser or subadviser to another publicly offered, U.S. open-end mutual fund that would be in direct competition with the Fund for the life of this Agreement. Direct competition would include publicly offered mutual funds for which you serve as the sole (or primary) investment adviser or subadviser, and for which you employ a substantially similar investment strategy to that utilized by the Fund (which would be any strategy that is benchmarked to the MSCI EAFE Index (or successor to such index)). This restriction on serving as investment adviser or subadviser to another publicly offered, open-end mutual fund that would be in direct competition with the Fund shall not apply to any publicly offered, open-end mutual fund which (i) is marketed or held out to the public as employing a multi-manager investment approach, and (ii) in fact does employ multiple managers to achieve its investment objectives. The provisions set forth in this paragraph will survive termination of this Agreement for a period of 12 months except in the event this Agreement is assigned by or otherwise terminated by the Adviser or the Trust on behalf of the Fund or in the event that all parties collectively agree to terminate this Agreement in which case these provisions will expire on the date of termination. MARATHON ASSET MANAGEMENT LLP HARBOR INTERNATIONAL FUND AUGUST 22, 2018

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quarter. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued in the manner specified in the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodian. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree You will offer to a lower effective the Adviser any more favorable asset based fee rate agreements that are provided to be paid by any your other U.S. domiciled advisory pooled investment fund clients (who becomes a client after i.e., registered investment companies and other unregistered pooled investment vehicles) for investment strategies substantially similar to that utilized by the Fund, except for any such agreements in effect as of the date of this Agreement. Such offer shall be made as soon as practicable after a more favorable asset based fee agreement is provided for such other advisory clients. You may not serve as investment adviser or subadviser to another publicly offered, open-end mutual fund that would be in direct competition with the Fund (i.e., that is in the large cap value asset class and that uses the Xxxxxxx 1000 Value Index as its benchmark index (or any successor index thereto)) where for the life of this Agreement, including any continuation thereof, but in no event for a period less than 6 months from the effective date of this Agreement; provided, however, that client has (i) the same or lower account size you may continue to serve as the Fundinvestment adviser to any open-end mutual fund for which you served as adviser on May 1, 2007, and (ii) a similar account type (i.e. pooled investment vehicle) and (iii) a substantially similar investment strategy (which would be any strategy that is benchmarked to the MSCI Emerging Markets Index (net) (or successor to such index)), then the Adviser will be notified within thirty (30) business days after such lower fee becomes applicable to the client, and you will offer the same fee to the Fund. For the avoidance of doubt, this provision shall not apply to any publicly offered, open-end mutual fund which is marketed or held out to the public (a) as employing a multi-manager investment approach and which in respect fact does employ multiple managers to achieve its investment objectives or (b) that is used principally as the funding vehicle for variable XXXXX & STEERS CAPITAL MANAGEMENT, INC. HARBOR LARGE CAP VALUE FUND JUNE 19, 2007 annuity contracts. The provisions set forth in the preceding sentence will survive termination of this Agreement except in the event this Agreement is assigned by or otherwise terminated by the Adviser or the Trust on behalf of the Fund. Notwithstanding the foregoing, upon the occurrence of any of the following events, the provisions set forth in the first sentence of this paragraph shall immediately terminate with no continuing effect. An event shall be considered to be (1i) any account material violation of the federal securities laws by the Adviser, Trust or fee arrangement Fund (including acts, omissions or any felony alleged of or committed by its officers and directors) that was has a material adverse impact on the Fund; and (ii) a significant reduction in place on the resources or before capabilities of the date Adviser’s mutual fund sales team that promotes sales of this Agreement, or (2) any client the Fund provided that would otherwise be caught such reduction is not remedied by this provision, where such client pays you the Adviser within a performance related feecommercially reasonable period of time.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quarter. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued by the Fund’s custodian in the manner specified in the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodianInformation, as amended or supplemented. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree to a lower effective fee rate than the fee rate set forth in Schedule A to be paid by any other U.S. domiciled advisory clients client invested in your EAFE Small Cap strategy (who becomes a client after the date of this Agreementor any successor to such strategy) where that client has (i) the same or lower a similar account size as the portion of the Fund, and (ii) a similar account type (i.e. pooled ’s assets for which you serve as sub-investment vehicle) and (iii) a substantially similar investment strategy (which would be any strategy that is benchmarked to the MSCI Emerging Markets Index (net) (or successor to such index))adviser, then the Adviser will be notified within thirty (30) business days after such lower fee becomes applicable to the client, and you will offer the same fee to the Fund. For the avoidance of doubt, this provision shall not apply in respect of (1) any account or fee arrangement that was in place on or before the date of this Agreement, or (2) any of your branded pooled funds that are not registered as U.S. open-end mutual funds, (3) any emerging manager investment program, which the parties agree to discuss in good faith on a going forward basis as to what constitutes an emerging manager investment program, or (4) any client that would otherwise be caught by this provision, where such client pays you a performance related fee, but subject to the following terms: if you are meeting the performance-based metrics for such client and the total effective fee rate (comprised of the asset-based fee and the performance-based fee) for such client in any calendar quarter is lower than the effective fee rate set forth in Schedule A, then you will offer the same lower effective fee rate to the Adviser for that quarter.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quarter. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued by the Fund’s custodian in the manner specified in the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodianInformation, as amended or supplemented. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree If subsequent to a lower effective fee rate to be paid by any other U.S. domiciled advisory clients (who becomes a client after the date of this Agreement) where that client has (i) the same or lower account size as the Fund, and (ii) a you offer any other similarly sized advisory clients of similar account type (i.e. i.e., pooled investment vehicle) and (iii) invested in a substantially similar investment strategy as the Fund (which would be any strategy that is benchmarked “Comparable Account”) an effective fee more favorable than the effective fee charged to the MSCI Emerging Markets Index Fund, (net1) (or successor to such index)), then the Adviser will be notified as soon as practicable, but in any event within thirty (30) business days after any such lower fee becomes applicable to Comparable Account is charged the clientmore favorable effective fee, and (2) you will offer the same fee to reduce the Fund’s effective fee accordingly. For the avoidance of doubt, this provision shall not apply in respect for purposes of (1) any account determining whether a Comparable Account is of similar size, you may aggregate the assets under management of clients that are affiliated or fee arrangement that was in place on or before part of the date of this Agreementsame relationship, or (2) any client that would otherwise be caught by this provisionincluding without limitation, where such client pays you a performance related feeclients under common control.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quarter. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued by the Fund’s custodian in the manner specified in the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodianInformation, as amended or supplemented. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree If subsequent to a lower effective fee rate to be paid by any other U.S. domiciled advisory clients (who becomes a client after the date of this Agreement) where that client has (i) the same or lower account size as the Fund, and (ii) a you offer any other similarly sized advisory clients of similar account type (i.e. i.e., pooled investment vehicle) and (iii) invested in a substantially similar investment strategy as the Fund (which would be any strategy that is benchmarked “Comparable Account”) an effective fee more favorable than the effective fee charged to the MSCI Emerging Markets Index Fund, (net1) (or successor to such index)), then the Adviser will be notified as soon as practicable, but in any event within thirty (30) business days after any such lower fee becomes applicable to Comparable Account is charged the clientmore favorable effective fee, and (2) you will offer the same fee to reduce the Fund’s effective fee accordingly. For the avoidance of doubt, this provision shall not apply in respect for purposes of (determining whether a Comparable Account is of similar size, you may aggregate the assets under management of clients that are affiliated or part of the same relationship, including without limitation, clients under common control. INCOME RESEARCH & MANAGEMENT HARBOR CORE BOND FUND DECEMBER 1) any account or fee arrangement that was in place on or before the date of this Agreement, or (2) any client that would otherwise be caught by this provision, where such client pays you a performance related fee.2021

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quarter. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued in the manner specified in the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodian. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree You will offer to a lower effective the Adviser any more favorable asset based fee rate agreements that are provided to be paid by any your other U.S. domiciled advisory clients (who becomes a client after the date of this Agreement) where that client has (i) the same or lower account size as the Fund, and (ii) a similar account type (i.e. i.e., pooled investment vehiclevehicles) and (iii) a substantially similar investment strategy (strategy, except for any such agreements in effect as of May 25, 2012 which would be any strategy that is benchmarked the date you began serving as subadviser to the MSCI Emerging Markets Index (net) (or successor Fund. Such offer shall be made as soon as practicable after a more favorable asset based fee agreement is provided for any other advisory client of similar account type and investment strategy. Should more favorable asset based fee agreements be offered to such index))other advisory clients of similar account type and investment strategy, then the Adviser will be notified within thirty (30) business days after such lower new asset based fee becomes applicable agreements are established. You may not serve as investment adviser or subadviser to another publicly offered U.S, open-end mutual fund that would be in direct competition with the clientFund for the life of this Agreement, and you will offer including any continuation thereof, but in no event for a period less than 6 months from the same fee to the Fund. For the avoidance of doubt, this provision shall not apply in respect of (1) any account or fee arrangement that was in place on or before the effective date of this Agreement. Direct competition would include U.S. mutual funds focusing primarily on the U.S. large capitalization value equity asset class as well as mutual funds with broader mandates structured as fund-of-funds type vehicles that are seeking exposure to an investment strategy substantially similar to that utilized by the Fund and that may otherwise utilize the Fund as one of the underlying funds to provide that investment exposure excluding any fund-of-funds type vehicles for which you serve as adviser or subadviser as of the effective date of this Agreement. However, this restriction on serving as investment adviser or subadviser shall not apply to any publicly offered, open-end mutual fund which (2i) any client is marketed or held out to the public as employing a multi-manager investment approach, (ii) in fact does employ multiple managers to achieve its investment objectives, and (iii) is not structured as a fund-of-funds type vehicle that would is seeking exposure to an investment strategy substantially similar to that utilized by the Fund and that may otherwise be caught by this provisionutilize the Fund to provide that investment ARISTOTLE CAPITAL MANAGEMENT, where such client pays you a performance related fee.LLC HARBOR LARGE CAP VALUE FUND MARCH 1, 2020

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quarter. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued in the manner specified in OAKTREE CAPITAL MANAGEMENT, L.P. HARBOR EMERGING MARKETS EQUITY FUND SEPTEMBER 30, 2019 the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodian. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree You will offer to a lower effective the Adviser any more favorable asset based fee rate agreements that are provided to be paid by any your other U.S. domiciled advisory clients with investment strategies substantially similar to that utilized by the Fund (who becomes a client after i.e., your Emerging Markets Equity Long Only strategy or successor to such strategy) and account sizes that are less than or equal to the Fund, except for (a) any such agreements in effect as of the date of this Agreement) where that client has (i) the same or lower account size as the Fund, Agreement and (iib) arrangements that include a similar account type (i.e. pooled investment vehicle) and (iii) a substantially similar investment strategy (which would performance-based calculation. Should more favorable asset based fee agreements be any strategy that is benchmarked to the MSCI Emerging Markets Index (net) (or successor to such index))reached with others, then the Adviser will be notified within thirty (30) business days after such lower new asset based fee becomes applicable agreements are established and such fee arrangement shall be made available to the client, and you will offer Adviser at such time. You may not serve as investment subadviser to another U.S. open-end mutual fund that would be in direct competition with the same fee to Fund for the Fund. For the avoidance of doubt, this provision shall not apply in respect of (1) any account or fee arrangement that was in place on or before the date life of this Agreement, or (2) including any client that would otherwise be caught by this provision, where such client pays you a performance related fee.continuation thereof. Direct competition means:

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrearsApril, July, October and January, based on a percentage of the average daily of the actual net assets (as defined below) of the portion of the Fund that you managed during at the close of the last business day of each month within the quarter. “Average Determination of the net asset value of the Fund is computed daily net assets” means by the Fund's custodian, and is consistent with the provisions of Rule 22c-1 under the Investment Company Act. Your fee will be based on the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued manage, computed in the manner specified in the Fund’s 's Prospectus and Statement of Additional Information for the computation of the net assets by the Fund’s 's custodian, on the last business day of each month within the quarter. If determination of the value of net assets is suspended for any particular the last business dayday of the month, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s 's custodian determines the value of the net assets of the Fund’s 's 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 4. Should you agree You will offer to the Adviser any more favorable asset based fee agreements that are provided to other investment clients, except that for any such agreements in effect as of November 1, 2000. Such offer shall be made as soon as practicable after a lower effective more favorable asset based fee rate to be paid by agreement is provided for any other U.S. domiciled advisory clients (who becomes a client after the date of this Agreement) where that client has (i) the same or lower account size as the Fundinvestment clients. Should more favorable asset based fee agreements be offered to others, and (ii) a similar account type (i.e. pooled investment vehicle) and (iii) a substantially similar investment strategy (which would be any strategy that is benchmarked to the MSCI Emerging Markets Index (net) (or successor to such index)), then the Adviser will be notified within thirty (30) business days after such lower new asset based fee becomes applicable agreements are established. Your services to the clientFund pursuant to this Agreement are deemed to be exclusive for a period of seven (7) years from November 1, 2000. You may render investment advice, management and you will offer the same fee other services only to clients that are not publicly offered, open-end mutual funds that would be in direct competition with the Fund, so long as the services rendered under this Agreement are not impaired. For The provisions set forth in the avoidance of doubt, this provision shall not apply in respect of (1) any account or fee arrangement that was in place on or before the date preceding sentence will survive termination of this Agreement, Agreement except in the event this Agreement is assigned by or (2) any client that would otherwise be caught terminated by this provision, where such client pays you a performance related feethe Adviser or the Trust on behalf of the Fund.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrearsarrears beginning in [DATE], based on a percentage of the average daily net assets (as defined below) asset value of the PACIFIC INVESTMENT MANAGEMENT COMPANY LLC HARBOR REAL RETURN (INFLATION PROTECTED) FUND DECEMBER 1, 2005 portion of the Fund that you managed during managed. Consistent with the quarter. “Average daily net assets” means provisions of Rule 22c-1 under the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which Investment Company Act, the net asset value of the Fund’s portfolio Fund is determined. The net assets of the Fund are valued computed in the manner specified in the Fund’s 's Prospectus and Statement of Additional Information for the computation of the net assets by the Fund’s 's custodian. If determination of the value of the net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s 's custodian determines the value of the net assets of the Fund’s 's 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 4. Should you agree to In the event the Subadviser adopts a new, lower effective fee rate to be paid by schedule for any other U.S. domiciled advisory clients client where: (who becomes a client after the date of this Agreement) where that client has (i1) the same assets under management for such client are in a portfolio that is substantially similar in investment style and investment services as those of the Fund; and (2) total assets under management for such client are less than or lower account size as equal to the market value of the assets under management of the Fund, and (ii) a similar account type (i.e. pooled investment vehicle) and (iii) a substantially similar investment strategy (which would be any strategy that is benchmarked such new fee schedule shall become applicable to the MSCI Emerging Markets Index (net) (or successor to Fund for the remaining term of the Agreement as of the effective date of such index)), then the Adviser will be notified within new fee schedule upon thirty (30) business days after such lower fee becomes applicable to written notice thereof by the client, and you will offer the same fee Subadviser to the Fund. For Your services to the avoidance of doubtFund pursuant to the Agreement are not to be deemed to be exclusive and it is understood that you may render investment advice, this provision shall not apply in respect of (1) any account or fee arrangement that was in place on or before the date of this Agreement, or (2) any client that would otherwise be caught by this provision, where such client pays you a performance related feemanagement and other services to others.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quarter. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued in the manner specified in the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodian. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian custod.ian determines the value of the net assets of the Fund’s 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 4. Should you agree You will offer to the Adviser any more favorable asset based effective fee rates that are provided to your other r:egistered investment company clients (multiple relationships or single client) for investment strategies substantially similar to that utilized by the Fund, excluding clients with fees that are structured to include a performance-based fee. In the case of registered investment company clients (multiple relationships or single client) in an investment strategy substantially similar to that utilized by the Fund with fees that are structured to include a performance-based fee, when the total fee (comprised of the asset-based fee and the performance-based fee) is earned on the basis of investment performance that is in excess of the client’s benchmark by 6% on a cumulative basis over three years, if the effective fee rate for such client .in any calendar quarter is lower than the effective fee rate to Adviser, then you will offer the same effective fee rate to Adviser for that quarter. This calculation will exclude only the first three years of any performance fee arrangement beginning on the inception date of the arrangement and ending on the third anniversary of the inception date to the extent that such performance fee is based on trailing three year returns. For such arrangements, beginning after the third anniversary of the inception date of such arrangement, which would be paid by the first full quarter after the first full three years of actual performance have been achieved, and for each successive quarter thereafter, there shall be no exclusion for such clients from this provision comparing the effective fee rate for such clients to the Fund’s effective fee rate. As of January 1, 2012, you will also offer to the Adviser any more favorable asset based fee schedule that is provided to your other U.S. domiciled advisory registered investment company clients (who becomes a client after multiple relationships or single client) for investment strategies XXXXXXXX ASSOCIATES LLC HARBOR CAPITAL APPRECIATION FUND MARCH 1, 2011 substantially similar to that utilized by the date of this Agreement) where that client has Fund, excluding (i) the same or lower account size as the Fundclients with fees that are structured to include a performance-based fee, and (ii) registered investment company clients sponsored by your affiliates (defined as entities controlling you, controlled by you or under common control with you) that serve as funding vehicles for variable annuity products for which you serve as adviser or subadviser; provided the fee arrangements for such clients do not permit the aggregation of assets for different mandates for the same client for purposes of computing the effective fee rates for those clients. Determinations as to whether this paragraph shall apply to particular client arrangements shall be made in good faith. Such offer shall be made as soon as practicable after a similar account type (i.e. pooled investment vehicle) and (iii) a substantially similar investment strategy (which would more favorable asset based effective fee rate or, beginning January 1, 2012, more favorable asset based fee schedule is provided for any of the above-specified clients. Should such more favorable fee arrangements be any strategy that is benchmarked offered to the MSCI Emerging Markets Index (net) (or successor to such index))above-specified clients, then the Adviser will be notified within thirty (30) business days after such lower new fee becomes applicable to the client, and you will offer the same fee to the Fund. For the avoidance of doubt, this provision shall not apply in respect of (1) any account or fee arrangement that was in place on or before the date of this Agreement, or (2) any client that would otherwise be caught by this provision, where such client pays you a performance related feearrangements are established.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) asset value of the portion of the Fund that you managed during the quartermanaged. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the The net asset value of the Fund’s portfolio Fund is determined. The net assets of the Fund are valued computed in the manner specified in the Fund’s 's Prospectus and Statement of Additional Information for the computation of the net assets by the Fund’s 's custodian. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s 's custodian determines the value of the net assets of the Fund’s 's 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 4. Should you agree You will offer to a lower effective the Adviser any more favorable asset based fee rate agreements that are provided to be paid by any your other U.S. domiciled investment fund and institutional (i.e., non-individual, non-wrap) advisory clients (who becomes a client after for investment strategies substantially similar to that utilized by the Fund, except for any such agreements in effect as of the date of this Agreement) where that client has (i) the same or lower account size . Such offer shall be made as the Fundsoon as practicable after a more favorable asset based fee agreement is provided for such other advisory NORTHPOINTE CAPITAL, and (ii) a similar account type (i.e. pooled investment vehicle) and (iii) a substantially similar investment strategy (which would LLC HARBOR SMALL COMPANY GROWTH FUND FEBRUARY 1, 2006 clients. Should more favorable asset based fee agreements be any strategy that is benchmarked offered to the MSCI Emerging Markets Index (net) (or successor to such index))others, then the Adviser will be notified within thirty (30) business days after such lower new asset based fee becomes applicable agreements are established. You may not serve as investment adviser or subadviser to another publicly offered, open-end mutual fund that would be in direct competition with the clientFund for a period of five years from February 1, 2006 (the "Exclusivity Period"), except that you may continue to serve as investment adviser or subadviser to any open-end mutual fund for which you served as adviser or subadviser on January 1, 2006. Notwithstanding the foregoing, the Adviser agrees that this Exclusivity Period shall expire on July 31, 2009 in the event that (a) the Fund's performance for the three year period ending January 31, 2009 (measured only at the end of such period) is in the top third of a reasonably constituted peer group of similar open-end mutual funds and exceeds the performance of its benchmark index for the three year period ending January 31, 2009 (measured only at the end of such period), (b) you have been reasonably supportive of the Fund's marketing efforts, and you (c) the Fund does not have at least $150 million in assets on January 31, 2009. The provisions set forth in the preceding sentence will offer survive termination of this Agreement except in the same fee to event this Agreement is assigned by or otherwise terminated by the Adviser or the Trust on behalf of the Fund. For Both parties agree that they will discuss any possible modifications to the avoidance of doubt, this provision shall not apply forgoing provisions and interpret said provisions in respect of (1) any account or fee arrangement that was in place on or before the date of this Agreement, or (2) any client that would otherwise be caught by this provision, where such client pays you a performance related feegood faith.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quarter. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued in the manner specified in the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodian. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree to a lower effective fee rate to be paid by any other U.S. domiciled advisory clients (who becomes a client after the date of this Agreement) where that client has (i) the same or lower account size as the Fund, and (ii) a similar account type (i.e. pooled investment vehiclevehicles) and (iii) a substantially similar investment strategy (which would be any strategy that is benchmarked to the MSCI Emerging Markets All Country World Index (net“ACWI”) ex-United States index (or successor to such index)), then the Adviser will be notified within thirty (30) business days after such lower fee becomes applicable to the client, and you will offer the same fee to the Fund. For the avoidance of doubt, this provision shall not apply in respect of (1) any account or fee arrangement that was in place on or before the date of this Agreement, (2) any Marathon branded pooled funds that are not registered as U.S. open-end mutual funds, or (23) any client that would otherwise be caught by this provision, where such client pays you a performance related fee.. You may not serve as investment adviser or subadviser to another publicly offered, U.S. open-end mutual fund that would be in direct competition with the Fund for the life of this Agreement. Direct competition would include publicly offered mutual funds for which you serve as the sole (or primary) investment adviser or subadviser, and for which you employ a substantially similar investment strategy to that utilized by the Fund (which would be any strategy that is benchmarked to the MSCI ACWI ex-United States index (or successor to such index)). This restriction on serving as investment adviser or subadviser to another publicly offered, open-end mutual fund that would be in direct competition with the Fund shall not apply to any publicly offered, open-end mutual fund which (i) is marketed or held out to the public as employing a multi-manager investment approach, and (ii) in fact does employ multiple managers to achieve its investment objectives. The provisions set forth in this paragraph will survive termination of this Agreement for a period of 12 months except in the event this Agreement is assigned by or otherwise terminated by the Adviser or the Trust on behalf of the Fund or in the event that all parties collectively agree to terminate this Agreement in which case these provisions will expire on the date of termination. MARATHON ASSET MANAGEMENT LLP HARBOR DIVERSIFIED INTERNATIONAL ALL CAP FUND AUGUST 22, 2018

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly monthly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quartermonth. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued in the manner specified in the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodian. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree You will offer to the Adviser any more favorable asset based fee agreements that are provided to other investment clients. Such offer shall be made as soon as it is practicable after a lower effective more favorable asset based fee rate to be paid by agreement is provided for any other U.S. domiciled advisory investment clients. You may render investment advice, management and other services only to clients (who becomes a client after the date of this Agreement) where that client has (i) the same or lower account size as are not publicly offered, open-end mutual funds that would be in direct competition with the Fund, and (ii) a similar account type (i.e. pooled investment vehicle) NORTHERN CROSS INVESTMENTS LTD HARBOR INTERNATIONAL FUND FEBRUARY 12, 2009 then only if and (iii) a substantially similar investment strategy (which would be any strategy that for so long as the services rendered under this Agreement are not impaired. The provisions set forth in the preceding sentence will survive termination of this Agreement for one year except in the event this Agreement is benchmarked to the MSCI Emerging Markets Index (net) (assigned by or successor to such index)), then otherwise terminated by the Adviser will be notified within thirty (30) business days after such lower fee becomes applicable to or the client, and you will offer the same fee to Trust on behalf of the Fund. For the avoidance of doubt, this provision shall not apply in respect of (1) any account or fee arrangement that was in place on or before the date of this Agreement, or (2) any client that would otherwise be caught by this provision, where such client pays you a performance related fee.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrearsApril, July, October and January, based on a percentage of the average daily of the actual net assets (as defined below) of the portion of the Fund that you managed during at the close of the last business day of each month within the quarter. “Average Determination of the net asset value of the Fund is computed daily net assets” means by the Fund’s custodian, and is consistent with the provisions of Rule 22c-1 under the Investment Company Act. Your fee will be based on the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued manage, computed in the manner specified in the Fund’s Prospectus and Statement of Additional Information for the computation of the net assets of the Fund by the Fund’s custodian, on the last business day of each month within the quarter. If the determination of the value of net assets is suspended for any particular the last business dayday of the month, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree You will offer to the Adviser any more favorable asset based fee agreements that are provided to other small cap value style equity investment clients. Such offer shall be made as soon as it is practicable after a lower effective more favorable asset based fee rate agreement is provided for any other investment clients. Your services to the Fund pursuant to this Agreement are deemed to be paid exclusive for seven (7) years from December 14, 2001. You may render investment advice, management and other services only to clients that are not publicly offered, no-load open-end mutual funds that would be in direct competition with the Fund, so long as the services rendered under this Agreement are not impaired. In the event this Agreement is terminated by any other U.S. domiciled advisory clients (who becomes the Adviser or the Trust on behalf of the Fund, the preceding exclusivity clause shall also terminate. If you voluntarily resign or terminate this Agreement, you hereby acknowledge and agree that you shall not manage another publicly offered, load or no-load open-end mutual fund for a client after period of nine months from the date of this Agreement) where that client has (i) the same or lower account size as the Fund, and (ii) a similar account type (i.e. pooled investment vehicle) and (iii) a substantially similar investment strategy (which would be any strategy that is benchmarked to the MSCI Emerging Markets Index (net) (or successor to such index)), then the Adviser will be notified within thirty (30) business days after such lower fee becomes applicable to the client, and you will offer the same fee to the Fund. For the avoidance of doubt, this provision shall not apply in respect of (1) any account or fee arrangement that was in place on or before the date of this Agreement, or (2) any client that would otherwise be caught by this provision, where such client pays you a performance related feeyour effective resignation.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) asset value of the portion of the Fund that you managed during managed. Consistent with the quarter. “Average daily net assets” means provisions of Rule 22c-1 under the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which Investment Company Act, the net asset value of the Fund’s portfolio Fund is determined. The net assets of the Fund are valued computed in the manner specified in the Fund’s Prospectus and Statement of Additional Information for the computation of the net assets by the Fund’s custodian. If determination of the value of the net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree to In the event the Subadviser adopts a new, lower effective fee rate to be paid by schedule for any other U.S. domiciled advisory clients client where: (who becomes a client after the date of this Agreement) where that client has (i1) the same assets under management for such client are in a portfolio that is substantially similar in investment style and investment services as those of the Fund; and (2) total assets under management for such client are less than or lower account size as equal to the market value of the assets under management of the Fund, and (ii) a similar account type (i.e. pooled investment vehicle) and (iii) a substantially similar investment strategy (which would be any strategy that is benchmarked such new fee schedule shall become applicable to the MSCI Emerging Markets Index (net) (or successor to Fund for the remaining term of the Agreement as of the effective date of such index)), then the Adviser will be notified within new fee schedule upon thirty (30) business days after such lower fee becomes applicable to written notice thereof by the client, and you will offer the same fee Subadviser to the Fund. For Your services to the avoidance of doubtFund pursuant to the Agreement are not to be deemed to be exclusive and it is understood that you may render investment advice, this provision shall not apply in respect of (1) any account or fee arrangement that was in place on or before the date of this Agreement, or (2) any client that would otherwise be caught by this provision, where such client pays you a performance related feemanagement and other services to others.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrearsApril, July, October and January, based on a percentage of the average daily of the actual net assets (as defined below) of the portion of the Fund that you managed during at the close of the last business day of each month within the quarter. “Average Determination of the net asset value of the Fund is computed daily net assets” means by the Fund's custodian, and is consistent with the provisions of Rule 22c-1 under the Investment Company Act. Your fee will be based on the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued manage, computed in the manner specified in the Fund’s 's Prospectus and Statement of Additional Information for the computation of the net assets of the Fund by the Fund’s 's custodian, on the last business day of each month within the quarter. If the determination of the value of net assets is suspended for any particular the last business dayday of the month, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s 's custodian determines the value of the net assets of the Fund’s 's 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 4. Should you agree You will offer to the Adviser any more favorable asset based fee agreements that are provided to other investment clients. Such offer shall be made as soon as it is practicable after a lower effective more favorable asset based fee rate agreement is provided for any other investment clients. Your services to the Fund pursuant to this Agreement are deemed to be paid exclusive for seven (7) years from September ___, 2001. You may render investment advice, management and other services only to clients that are not publicly offered, open-end mutual funds that would be in direct competition with the Fund, so long as the services rendered under this Agreement are not impaired. The provisions set forth in the preceding sentence will survive termination of this agreement except in the event this Agreement is assigned by any other U.S. domiciled advisory clients (who becomes or otherwise terminated by the Adviser or the Trust on behalf of the Fund. If you voluntarily resign your management of the Fund, you would be prohibited from managing another open-end, publicly offered, load or no-load mutual fund for a client after period of nine months from the date of this Agreement) where that client has (i) the same or lower account size as the Fund, and (ii) a similar account type (i.e. pooled investment vehicle) and (iii) a substantially similar investment strategy (which would be any strategy that is benchmarked to the MSCI Emerging Markets Index (net) (or successor to such index)), then the Adviser will be notified within thirty (30) business days after such lower fee becomes applicable to the client, and you will offer the same fee to the Fund. For the avoidance of doubt, this provision shall not apply in respect of (1) any account or fee arrangement that was in place on or before the date of this Agreement, or (2) any client that would otherwise be caught by this provision, where such client pays you a performance related feeresignation.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quarter. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued in the manner specified in the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodian. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree to a lower effective more favorable asset-based fee rate to agreement be paid by any contracted with other U.S. domiciled advisory clients (who becomes a client after the date of this Agreement) where that client has (i) the same or lower account size as the Fund, and (ii) a similar account type (i.e. pooled investment vehiclevehicles) and (iii) a substantially similar investment strategy strategy, except for any such agreements in effect as of the date of this Agreement, (which would be any strategy that is benchmarked to the MSCI Emerging Markets Index (net1) (or successor to such index)), then the Adviser will be notified within thirty (30) business days after such lower new asset based fee becomes applicable to the clientagreements are established, and (2) you will offer the same fee agreement to the Fund. ELK CREEK PARTNERS, LLC HARBOR SMALL CAP GROWTH OPPORTUNITIES FUND FEBRUARY 1, 2014 You may not serve as investment adviser or subadviser to another publicly offered, open-end mutual fund that would be in direct competition with the Fund for the life of this Agreement, including any continuation thereof. Direct competition would include publicly offered mutual funds for which you serve as the sole or primary investment adviser or subadviser and for which you employ a substantially similar investment strategy to that utilized by the Fund (i.e., your small capitalization growth strategy or successor to such strategy). Direct competition would also include serving as investment adviser or subadviser to publicly offered mutual funds structured as fund-of-funds type vehicles with broader mandates (the “fund-of-funds restriction”) that (i) historically have invested at least a portion of their assets in, among other types of instruments, proprietary and third-party advised publicly offered mutual funds to gain exposure to specific investment strategies, (ii) may seek exposure to an investment strategy substantially similar to that utilized by the Fund, and (iii) may utilize the Fund as one of the underlying funds to provide that investment exposure in place of engaging you directly to serve as investment adviser or subadviser to that fund. In light of the continuing evolution of products offered by third parties that may be subject to this fund-of-funds restriction, the parties agree to discuss in good faith any and all such future products that may be covered by this fund-of-funds restriction. For the avoidance of any doubt, this provision fund-of-funds restriction would not include your being engaged by the third party sponsor of the fund-of-funds type vehicle to serve as investment adviser or subadviser in any of the third party sponsor’s other investment programs that are not structured as publicly offered mutual funds. This restriction on serving as investment adviser or subadviser to another publicly offered, open-end mutual fund that would be in direct competition with the Fund shall not apply to any publicly offered, open-end mutual fund which (i) is marketed or held out to the public as employing a multi-manager investment approach, (ii) in respect fact does employ multiple managers to achieve its investment objectives, and (iii) is not structured as a fund-of-funds type vehicle that is seeking exposure to an investment strategy substantially similar to that utilized by the Fund and that may otherwise utilize the Fund to provide that investment exposure. The provisions set forth in this paragraph will survive termination of (1) any account this Agreement for a period of 12 months except in the event this Agreement is assigned by or fee arrangement otherwise terminated by the Adviser or the Trust on behalf of the Fund or in the event that was both parties mutually agree to terminate this Agreement in place which case these provisions will expire on or before the date of this Agreement, or (2) any client that would otherwise be caught by this provision, where such client pays you a performance related feetermination.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quarter. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued in the manner specified in the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodian. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree to a lower effective more favorable asset-based fee rate to agreement be paid by any contracted with other U.S. domiciled advisory clients (who becomes a client after the date of this Agreement) where that client has (i) the same or lower account size as the Fund, and (ii) a similar account type (i.e. pooled investment vehiclevehicles) and (iii) a substantially similar investment strategy strategy, except for any such agreements in effect as of the date of this Agreement, (which would be any strategy that is benchmarked to the MSCI Emerging Markets Index (net1) (or successor to such index)), then the Adviser will be notified within thirty (30) business days after such lower ELK CREEK PARTNERS, LLC HARBOR SMALL CAP GROWTH OPPORTUNITIES FUND FEBRUARY 1, 2014 new asset based fee becomes applicable to the clientagreements are established, and (2) you will offer the same fee agreement to the Fund. You may not serve as investment adviser or subadviser to another publicly offered, open-end mutual fund that would be in direct competition with the Fund for the life of this Agreement, including any continuation thereof. Direct competition would include publicly offered mutual funds for which you serve as the sole or primary investment adviser or subadviser and for which you employ a substantially similar investment strategy to that utilized by the Fund (i.e., your small capitalization growth strategy or successor to such strategy). Direct competition would also include serving as investment adviser or subadviser to publicly offered mutual funds structured as fund-of-funds type vehicles with broader mandates (the “fund-of-funds restriction”) that (i) historically have invested at least a portion of their assets in, among other types of instruments, proprietary and third-party advised publicly offered mutual funds to gain exposure to specific investment strategies, (ii) may seek exposure to an investment strategy substantially similar to that utilized by the Fund, and (iii) may utilize the Fund as one of the underlying funds to provide that investment exposure in place of engaging you directly to serve as investment adviser or subadviser to that fund. In light of the continuing evolution of products offered by third parties that may be subject to this fund-of-funds restriction, the parties agree to discuss in good faith any and all such future products that may be covered by this fund-of-funds restriction. For the avoidance of any doubt, this provision fund-of-funds restriction would not include your being engaged by the third party sponsor of the fund-of-funds type vehicle to serve as investment adviser or subadviser in any of the third party sponsor’s other investment programs that are not structured as publicly offered mutual funds. This restriction on serving as investment adviser or subadviser to another publicly offered, open-end mutual fund that would be in direct competition with the Fund shall not apply to any publicly offered, open-end mutual fund which (i) is marketed or held out to the public as employing a multi-manager investment approach, (ii) in respect fact does employ multiple managers to achieve its investment objectives, and (iii) is not structured as a fund-of-funds type vehicle that is seeking exposure to an investment strategy substantially similar to that utilized by the Fund and that may otherwise utilize the Fund to provide that investment exposure. The provisions set forth in this paragraph will survive termination of (1) any account this Agreement for a period of 12 months except in the event this Agreement is assigned by or fee arrangement otherwise terminated by the Adviser or the Trust on behalf of the Fund or in the event that was both parties mutually agree to terminate this Agreement in place which case these provisions will expire on or before the date of this Agreement, or (2) any client that would otherwise be caught by this provision, where such client pays you a performance related feetermination.

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the portion of the Fund that you managed during the quarter. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued by the Fund’s custodian in the manner specified in the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodianInformation, as amended or supplemented. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree If subsequent to a lower effective fee rate to be paid by any other U.S. domiciled advisory clients (who becomes a client after the date of this Agreement) where that client has (i) the same or lower account size as the Fund, and (ii) a you offer any other similarly sized advisory clients of similar account type (i.e. i.e., pooled investment vehicle) and (iii) invested in a substantially similar investment strategy as the Fund (which would be any strategy that is benchmarked “Comparable Account”) an effective fee more favorable than the effective fee charged to the MSCI Emerging Markets Index Fund, (net1) (or successor to such index)), then the Adviser will be notified as soon as practicable, but in any event within thirty (30) business days after any such lower fee becomes applicable to Comparable Account is charged the clientmore favorable effective fee, and (2) you will offer the same fee to reduce the Fund’s effective fee accordingly. For the avoidance of doubt, this provision shall not apply in respect for purposes of (1) any account determining whether a Comparable Account is of similar size, you may aggregate the assets under management of clients that are affiliated or fee arrangement that was in place on or before part of the date of this Agreementsame relationship, or (including without limitation, clients under common control. INCOME RESEARCH & MANAGEMENT HARBOR CORE PLUS FUND FEBRUARY 2) any client that would otherwise be caught by this provision, where such client pays you a performance related fee.2022

Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) asset value of the portion of the Fund that you managed during the quartermanaged. “Average daily net assets” means the average of the values placed on the net assets of the portion of the Fund that you managed on each day on which the The net asset value of the Fund’s portfolio Fund is determined. The net assets of the Fund are valued computed in the manner specified in the Fund’s Prospectus and Statement of Additional Information for the computation of the net assets by the Fund’s custodian. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s 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 4. Should you agree You will offer to a lower effective the Adviser any more favorable asset based fee rate agreements that are provided to be paid by any your other U.S. domiciled investment fund and institutional (i.e., non-individual, non-wrap) advisory clients (who becomes a client after for investment strategies substantially similar to that utilized by the Fund, except for any such agreements in effect as of the date of this Agreement) where that client has (i) the same or lower account size . Such offer shall be made as the Fundsoon as practicable after a more favorable asset based fee agreement is provided for such other advisory clients. Should more favorable asset based fee agreements be offered to others, and (ii) a similar account type (i.e. pooled investment vehicle) and (iii) a substantially similar investment strategy (which would be any strategy that is benchmarked to the MSCI Emerging Markets Index (net) (or successor to such index)), then the Adviser will be notified within thirty (30) business days after such lower new asset based fee becomes applicable agreements are established. You may not serve as investment adviser or subadviser to another publicly offered, open-end mutual fund that would be in direct competition with the clientFund for a period of five years from February 1, 2006 (the “Exclusivity Period”), except that you may continue to serve as investment adviser or subadviser to any open-end mutual fund for which you served as adviser or subadviser on January 1, 2006. Notwithstanding the foregoing, the Adviser agrees that this Exclusivity Period shall expire on July 31, 2009 in the event that (a) the Fund’s performance for the three year period ending January 31, 2009 (measured only at the end of such period) is in the top third of a reasonably constituted peer group of similar open-end mutual funds and exceeds the performance of its benchmark index for the three year period ending January 31, 2009 (measured only at the end of such period), (b) you have been reasonably supportive of the Fund’s marketing efforts, and you (c) the Fund does not have at least $150 million in assets on January 31, 2009. The provisions set forth in the preceding sentence will offer survive termination of this NORTHPOINTE CAPITAL, LLC HARBOR SMALL COMPANY GROWTH FUND SEPTEMBER 28, 2007 Agreement except in the same fee to event this Agreement is assigned by or otherwise terminated by the Adviser or the Trust on behalf of the Fund. For Both parties agree that they will discuss any possible modifications to the avoidance of doubt, this provision shall not apply forgoing provisions and interpret said provisions in respect of (1) any account or fee arrangement that was in place on or before the date of this Agreement, or (2) any client that would otherwise be caught by this provision, where such client pays you a performance related feegood faith.