0001193125-13-080658 Sample Contracts

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

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

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Investment Advisory Agreement For Subadviser (Harbor Large Cap Value Fund)
Harbor Funds • February 28th, 2013 • Illinois

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

Re: Distribution Agreement (the “Agreement”)
Harbor Funds • February 28th, 2013

Attached is an amendment to the Agreement dated April 8, 2002 between Harbor Funds (the “Fund”) and you. Pursuant to §15 of the Agreement, the Fund proposes that the Agreement be amended to replace Exhibit A to the Agreement which lists all of the series of the Trust which are included in and are covered by the Agreement.

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