MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • December 19th, 2023 • Harbor Funds II • Massachusetts
This Agreement is made as of November 29, 2023 (this “Agreement”), between each management investment company identified on Appendix A and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund”), including, if applicable, each series of the Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
Investment Advisory Agreement (Embark Commodity Strategy Fund)Harbor Funds II • December 19th, 2023 • Illinois
Harbor Funds II (the “Trust”) has been organized under the laws of Delaware to engage in the business of an investment company. The shares of beneficial interest of the Trust (“Shares”) are divided into multiple series, including Embark Commodity Strategy Fund (the “Fund”), as established pursuant to a written instrument executed by the Trustees of the Trust. Series may be terminated, and additional series established, from time to time by action of the Trustees. The Trust, on behalf of the Fund, has selected you to act as the investment adviser of the Fund and to provide certain other services, as more fully set forth below, and you are willing to act as such investment adviser and to perform such services under the terms and conditions hereinafter set forth. Accordingly, the Trust agrees with you as follows:
Non-Discretionary Model Portfolio Provider AgreementHarbor Funds II • December 19th, 2023 • Illinois
Harbor Capital Advisors, Inc. (the “Adviser”), a Delaware corporation, with its principal offices at 111 South Wacker Drive, Chicago, Illinois 60606, is the investment adviser to Harbor Funds II (the “Trust”) on behalf of Embark Small Cap Equity Fund (the “Fund”). The Trust has been organized as a statutory trust under the laws of the State of Delaware to engage in the business of an investment company. The Trust is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The shares of beneficial interest of the Trust (the “Shares”) are divided into multiple series, including the Fund, as established pursuant to resolutions adopted by the Board of Trustees of the Trust (the “Board” or the “Trustees”). Pursuant to authority granted the Adviser by the Trust’s Trustees, the Adviser has selected Copeland Capital Management, LLC (“you”, “your” or “yourself”) to act as a non-discretionary sub-investment adviser
Investment Advisory Agreement For Subadviser (Embark Commodity Strategy Fund)Harbor Funds II • December 19th, 2023 • Illinois
Harbor Capital Advisors, Inc. (the “Adviser”), a Delaware corporation, with its principal offices at 111 South Wacker Drive, 34th Floor, Chicago, Illinois 60606, is the investment adviser to Harbor Funds II (the “Trust”) on behalf of Embark Commodity Strategy Fund (the “Fund”). The Trust has been organized as a statutory trust under the laws of the State of Delaware to engage in the business of an investment company. The Trust is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The shares of beneficial interest of the Trust (the “Shares”) are divided into multiple series, including the Fund, as established pursuant to resolutions adopted by the Board of Trustees of the Trust (the “Board” or the “Trustees”). Pursuant to authority granted the Adviser by the Trust’s Trustees, the Adviser has selected Quantix Commodities LP (“you”, “your” or “yourself”) to act as a sub-investment adviser of the Fund a
Investment Advisory Agreement For Subadviser (Embark Cayman Fund VI Ltd)Harbor Funds II • December 19th, 2023 • Illinois
Harbor Capital Advisors, Inc. (the “Adviser”), a Delaware corporation, with its principal offices at 111 South Wacker Drive, 34th Floor, Chicago, Illinois 60606, is the investment adviser to Embark Cayman Fund VI Ltd (the “CFC”). The Fund has been incorporated under the laws of the Cayman Islands to enable the Embark Commodity Strategy Fund (the “Harbor Fund”) to gain exposure to certain types of commodity-linked derivative instruments. The Harbor Fund is a series of Harbor Funds II, a U.S. registered investment company, and the Fund is a wholly owned subsidiary of the Harbor Fund. Summerhaven Investment Management, LLC (“you”, “your” or “yours”) serves as sub-investment adviser to the Harbor Fund. The Adviser has selected you to act as a sub-investment adviser of the Fund and to provide certain other services, as more fully set forth herein (the “Agreement”). You are willing to act as such a sub-investment adviser and to perform such services under the Agreement. Accordingly, the Advi
AGREEMENT AND DECLARATION OF TRUST of HARBOR FUNDS II a Delaware Statutory Trust Principal Place of Business:Agreement and Declaration • December 19th, 2023 • Harbor Funds II • Delaware
This AGREEMENT AND DECLARATION OF TRUST was made on September 21, 2022 and amended and restated on November 13, 2023, by the Trustees, to establish a statutory trust for the purpose of conducting, operating and carrying on the business of a management investment company for the investment and reinvestment of funds contributed to the Trust by investors. The Trustees declare that all money and property contributed to the Trust shall be held and managed in trust pursuant to this Agreement and Declaration of Trust. The name of the Trust created by this Agreement and Declaration of Trust is Harbor Funds II.
AGREEMENT AND DECLARATION OF TRUST of HARBOR FUNDS II a Delaware Statutory Trust Principal Place of Business:Agreement and Declaration of Trust • January 19th, 2024 • Harbor Funds II • Delaware
This AGREEMENT AND DECLARATION OF TRUST was made on September 21, 2022, by the Trustees, to establish a statutory trust for the purpose of conducting, operating and carrying on the business of a management investment company for the investment and reinvestment of funds contributed to the Trust by investors. The Trustees declare that all money and property contributed to the Trust shall be held and managed in trust pursuant to this Agreement and Declaration of Trust. The name of the Trust created by this Agreement and Declaration of Trust is Harbor Funds II.
SUB-SUB-ADVISORY AGREEMENT FOR EMBARK CAYMAN FUND V LTDExecution Version • December 19th, 2023 • Harbor Funds II • Delaware
THIS AGREEMENT is made as of this 17th day of January, 2024, among SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC. (“SIMNA”), a corporation organized under the laws of the State of Delaware with its principal place of business at 7 Bryant Park, 19th Floor, New York 10018, and SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA LIMITED (“SIMNA Limited”), a UK corporation with its principal place of business at 1 London Wall Place, London, UK EC2Y 5AU.
Investment Advisory Agreement For Subadviser (Embark Cayman Fund III Ltd)Harbor Funds II • December 19th, 2023 • Illinois
Harbor Capital Advisors, Inc. (the “Adviser”), a Delaware corporation, with its principal offices at 111 South Wacker Drive, 34th Floor, Chicago, Illinois 60606, is the investment adviser to Embark Cayman Fund III Ltd (the “CFC”). The Fund has been incorporated under the laws of the Cayman Islands to enable the Embark Commodity Strategy Fund (the “Harbor Fund”) to gain exposure to certain types of commodity-linked derivative instruments. The Harbor Fund is a series of Harbor Funds II, a U.S. registered investment company, and the Fund is a wholly owned subsidiary of the Harbor Fund. Neuberger Berman Investment Advisers LLC (“you”, “your” or “yours”) serves as sub-investment adviser to the Harbor Fund. The Adviser has selected you to act as a sub-investment adviser of the Fund and to provide certain other services, as more fully set forth herein (the “Agreement”). You are willing to act as such a sub-investment adviser and to perform such services under the Agreement. Accordingly, the A
Investment Advisory Agreement For Subadviser (Embark Commodity Strategy Fund)Harbor Funds II • December 19th, 2023 • Illinois
Harbor Capital Advisors, Inc. (the “Adviser”), a Delaware corporation, with its principal offices at 111 South Wacker Drive, 34th Floor, Chicago, Illinois 60606, is the investment adviser to Harbor Funds II (the “Trust”) on behalf of Embark Commodity Strategy Fund (the “Fund”). The Trust has been organized as a statutory trust under the laws of the State of Delaware to engage in the business of an investment company. The Trust is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The shares of beneficial interest of the Trust (the “Shares”) are divided into multiple series, including the Fund, as established pursuant to resolutions adopted by the Board of Trustees of the Trust (the “Board” or the “Trustees”). Pursuant to authority granted the Adviser by the Trust’s Trustees, the Adviser has selected Schroder Investment Management North America Inc. (“you”, “your” or “yourself”) to act as a sub-inves
Investment Advisory Agreement For Subadviser (Embark Cayman Fund I Ltd)Harbor Funds II • December 19th, 2023 • Illinois
Harbor Capital Advisors, Inc. (the “Adviser”), a Delaware corporation, with its principal offices at 111 South Wacker Drive, 34th Floor, Chicago, Illinois 60606, is the investment adviser to Embark Cayman Fund I Ltd (the “CFC”). The Fund has been incorporated under the laws of the Cayman Islands to enable the Embark Commodity Strategy Fund (the “Harbor Fund”) to gain exposure to certain types of commodity-linked derivative instruments. The Harbor Fund is a series of Harbor Funds II, a U.S. registered investment company, and the Fund is a wholly owned subsidiary of the Harbor Fund. AQR Capital Management, LLC (“you”, “your” or “yourself”) serves as sub-investment adviser to the Harbor Fund. The Adviser has selected you to act as a sub-investment adviser of the Fund and to provide certain other services, as more fully set forth herein (the “Agreement”). You are willing to act as such a sub-investment adviser and to perform such services under the Agreement. Accordingly, the Adviser and t
AGREEMENT AND DECLARATION OF TRUST of HARBOR FUNDS II a Delaware Statutory Trust Principal Place of Business:Agreement and Declaration of Trust • October 11th, 2023 • Harbor Funds II • Delaware
This AGREEMENT AND DECLARATION OF TRUST was made on September 21, 2022, by the Trustees, to establish a statutory trust for the purpose of conducting, operating and carrying on the business of a management investment company for the investment and reinvestment of funds contributed to the Trust by investors. The Trustees declare that all money and property contributed to the Trust shall be held and managed in trust pursuant to this Agreement and Declaration of Trust. The name of the Trust created by this Agreement and Declaration of Trust is Harbor Funds II.
Distribution AgreementDistribution Agreement • December 19th, 2023 • Harbor Funds II • Illinois
Harbor Funds II (hereinafter called the “Trust”) is a business trust organized under the laws of Delaware and is engaged in the business of an investment company. The authorized capital of the Trust consists of an unlimited number of shares of beneficial interest, par value $.01, divided into one or more classes (the “Shares”), of each series of the Trust listed on Exhibit A to this Agreement. Shares may be divided into additional series of the Trust (“Series”) that may be established from time to time by action of the Trustees. The Trust has selected you to act as principal underwriter (as such term is defined in Section 2(a)(29) of the Investment Company Act of 1940, as amended (the “1940 Act”) of the Shares and you are willing to act as the principal underwriter and to perform the duties and functions of underwriter in the manner and on the terms and conditions hereinafter set forth. Accordingly, the Trust hereby agrees with you as follows:
Investment Advisory Agreement For Subadviser (Embark Cayman Fund V Ltd)Harbor Funds II • December 19th, 2023 • Illinois
Harbor Capital Advisors, Inc. (the “Adviser”), a Delaware corporation, with its principal offices at 111 South Wacker Drive, 34th Floor, Chicago, Illinois 60606, is the investment adviser to Embark Cayman Fund V Ltd (the “CFC”). The Fund has been incorporated under the laws of the Cayman Islands to enable the Embark Commodity Strategy Fund (the “Harbor Fund”) to gain exposure to certain types of commodity-linked derivative instruments. The Harbor Fund is a series of Harbor Funds II, a U.S. registered investment company, and the Fund is a wholly owned subsidiary of the Harbor Fund. Schroder Investment Management North America Inc. (“you”, “your” or “yours”) serves as sub-investment adviser to the Harbor Fund. The Adviser has selected you to act as a sub-investment adviser of the Fund and to provide certain other services, as more fully set forth herein (the “Agreement”). You are willing to act as such a sub-investment adviser and to perform such services under the Agreement. Accordingly
TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • December 19th, 2023 • Harbor Funds II • Illinois
AGREEMENT made as of the November 13, 2023, by and between HARBOR FUNDS II, a Delaware business trust, having its principal office and place of business at 111 South Wacker Drive, 34th Floor, Chicago, IL 60606 (the “Fund”), and HARBOR SERVICES GROUP, INC., a Delaware corporation having its principal office and place of business at 111 South Wacker Drive, 34th Floor, Chicago, IL 60606 (the “Agency”).
Investment Advisory Agreement (Embark Cayman Fund I Ltd, Embark Cayman Fund II Ltd, Embark Cayman Fund III Ltd, Embark Cayman Fund IV Ltd, Embark Cayman Fund V Ltd and Embark Cayman Fund VI Ltd)Investment Advisory Agreement • December 19th, 2023 • Harbor Funds II • Illinois
Embark Cayman Fund I Ltd, Embark Cayman Fund II Ltd, Embark Cayman Fund III Ltd, Embark Cayman Fund IV Ltd, Embark Cayman Fund V Ltd and Embark Cayman Fund VI Ltd (each, a “Fund” and collectively, the “Funds”) have been organized under the laws of the Cayman Islands to enable the Embark Commodity Strategy Fund to gain exposure to certain types of commodity-linked derivative instruments. Embark Commodity Strategy Fund is a series of Harbor Funds II, a U.S. registered investment company. Each Fund is a wholly owned subsidiary of the Embark Commodity Strategy Fund. You serve as investment adviser to Embark Commodity Strategy Fund. It is each Fund’s desire to engage you to act as investment adviser to each fund so that you are able to implement Embark Commodity Strategy Fund’s investment strategy directly and indirectly through the Embark Commodity Strategy Fund investments in each fund. Accordingly, each fund has selected you to act as the investment adviser of each fund and to provide ce
Non-Discretionary Model Portfolio Provider AgreementHarbor Funds II • December 19th, 2023 • Illinois
Harbor Capital Advisors, Inc. (the “Adviser”), a Delaware corporation, with its principal offices at 111 South Wacker Drive, Chicago, Illinois 60606, is the investment adviser to Harbor Funds II (the “Trust”) on behalf of each series set forth in Schedule A attached hereto, severally and not jointly (each, a “Fund”). The Trust has been organized as a statutory trust under the laws of the State of Delaware to engage in the business of an investment company. The Trust is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The shares of beneficial interest of the Trust (the “Shares”) are divided into multiple series, including the Fund(s), as established pursuant to resolutions adopted by the Board of Trustees of the Trust (the “Board” or the “Trustees”). Pursuant to authority granted the Adviser by the Trust’s Trustees, the Adviser has selected Hotchkis and Wiley Capital Management, LLC (“you”, “your”
Investment Advisory Agreement For Subadviser (Embark Commodity Strategy Fund)Harbor Funds II • December 19th, 2023 • Illinois
Harbor Capital Advisors, Inc. (the “Adviser”), a Delaware corporation, with its principal offices at 111 South Wacker Drive, Chicago, Illinois 60606, is the investment adviser to Harbor Funds II (the “Trust”) on behalf of Embark Commodity Strategy Fund (the “Fund”). The Trust has been organized as a statutory trust under the laws of the State of Delaware to engage in the business of an investment company. The Trust is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The shares of beneficial interest of the Trust (the “Shares”) are divided into multiple series, including the Fund, as established pursuant to resolutions adopted by the Board of Trustees of the Trust (the “Board” or the “Trustees”). Pursuant to authority granted the Adviser by the Trust’s Trustees, the Adviser has selected AQR Capital Management, LLC (“you”, “your” or “yourself”) to act as a sub-investment adviser of the Fund and to p
