0001193125-22-171637 Sample Contracts

Investment Advisory Agreement Harbor Energy Transition Strategy ETF
Harbor ETF Trust • June 10th, 2022 • Illinois

Harbor ETF Trust (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 Energy Transition Strategy ETF (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 Energy Transition Strategy ETF)
Harbor ETF Trust • June 10th, 2022 • 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 ETF Trust (the “Trust”) on behalf of Harbor Energy Transition Strategy ETF (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 th

Investment Advisory Agreement For Subadviser (Harbor Cayman Energy Transition Ltd)
Harbor ETF Trust • June 10th, 2022 • 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 Cayman Energy Transition Ltd (the “Fund”). The Fund has been incorporated under the laws of the Cayman Islands to enable the Harbor Energy Transition ETF (the “Harbor ETF”) to gain exposure to certain types of commodity-linked derivative instruments. The Harbor ETF is a series of Harbor ETF Trust, a U.S. registered investment company, and the Fund is a wholly owned subsidiary of the Harbor ETF. Quantix Commodities LP (“you”, “your” or “yours”) serves as sub-investment adviser to the Harbor ETF. 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 th

Investment Advisory Agreement Harbor Cayman Energy Transition Ltd
Harbor ETF Trust • June 10th, 2022 • Illinois

Harbor Cayman Energy Transition Ltd (the “Fund”) has been organized under the laws of the Cayman Islands to enable the Harbor Energy Transition ETF (the “Harbor ETF”) to gain exposure to certain types of commodity-linked derivative instruments. The Harbor ETF is a series of Harbor ETF Trust, a U.S. registered investment company. The Fund is a wholly owned subsidiary of the Harbor ETF. You serve as investment adviser to the Harbor ETF. It is the Fund’s desire to engage you to act as investment adviser to the Fund so that you are able to implement the Harbor ETF’s investment strategy directly and indirectly through the Harbor ETF’s investments in the Fund. Accordingly, 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 Fund agrees with you as follo

AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • June 10th, 2022 • Harbor ETF Trust • Massachusetts

This amendment (“Amendment”) to the Master Custodian Agreement (the “Agreement”) dated as of September 2, 2021 by and between Harbor ETF Trust (“Trust”) and State Street Bank and Trust Company (“State Street” or the “Custodian”) is entered into as of July 13, 2022 (the “Effective Date”).

AMENDMENT TO TRANFER AGENCY AND SERVICE AGREEMENT
Tranfer Agency and Service Agreement • June 10th, 2022 • Harbor ETF Trust • Massachusetts

This amendment (“Amendment”) to the Transfer Agency and Service Agreement (the “Agreement”) dated as of September 7, 2021 by and between Harbor ETF Trust (“Trust”) and State Street Bank and Trust Company (“State Street” or the “Transfer Agent”) is entered into as of July 13, 2022 (the “Effective Date”).

THIRD AMENDMENT TO ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • June 10th, 2022 • Harbor ETF Trust • Delaware

This third amendment (“Amendment”) to the ETF Distribution Agreement (the “Agreement”) dated as of September 30, 2021 by and between Harbor ETF Trust (“Trust”) and Foreside Fund Services, LLC (“Foreside”) is entered into as of July 13, 2022 (the “Effective Date”).

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