Harbor Capital Advisors Inc

FEES & COMPENSATION

Compensation Terms

Information is provided below regarding the fees paid to Harbor Capital in exchange for the advisory services it
provides to each listed product. Fees for investment advisory services may differ based on factors such as the scope
of services provided, the type of account or product, and the terms approved by the applicable governing body or
client agreement.

Harbor Funds

Harbor Funds pays Harbor Capital an advisory fee at an annual rate based on the average net assets of each Fund.
Advisory fees accrue daily and are paid monthly in arrears. Harbor Capital, in turn, pays each Subadviser for advisory
services. The advisory fee is in addition to Harbor Funds’ other operating expenses that are borne by each Fund. The
total annual operating expenses of each Fund are described in the respective Fund’s prospectus.

Harbor Funds II

Harbor Funds II pays Harbor Capital an advisory fee at an annual rate based on the average net assets of each Fund.
Advisory fees accrue daily and are paid monthly in arrears. Harbor Capital, in turn, pays each Subadviser for advisory
services. The advisory fee is in addition to Harbor Funds II’s other operating expenses that are borne by each Fund.
The total annual operating expenses of each Fund are described in the respective Fund’s prospectus.

Harbor ETF Trust

Harbor ETF Trust pays Harbor Capital a unitary advisory fee at an annual rate based on the average net assets of
each ETF. Advisory fees accrue daily and are paid monthly in arrears. Out of the unitary advisory fee, Harbor Capital
pays substantially all operating expenses of the ETFs, including the cost of transfer agency, custody, fund
administration, legal, audit and other services. Harbor Capital pays each Subadviser, if any, for advisory services. The
total annual operating expenses of each ETF is described in the respective ETF’s prospectus.

Cayman Subsidiaries

In order to avoid any double charging of advisory fees, Harbor Capital has contractually agreed to waive the advisory
fee received from the Harbor Alpha Layering ETF, Harbor Commodity All-Weather Strategy ETF, Harbor Multi-Asset
Explorer ETF and Embark Commodity Strategy Fund in an amount equal to the advisory fee received from each
respective Cayman Subsidiary.

Harbor Collective Investment Trusts

Each CIT pays Harbor Capital an advisory fee at an annual rate based on the average net assets of such CIT. Advisory
fees accrue daily and are paid monthly in arrears. Harbor Capital, in turn, pays each Subadviser, if any, for advisory
services provided with respect to a CIT. The advisory fee is in addition to the CITs’ other operating expenses (including

trustee and other expenses) that are borne by each CIT. The total annual operating expenses of each CIT are
described in the respective CIT’s offering document.

Harbor Health Care UCITS ETF

HANetf Management Limited pays Harbor Capital an advisory fee, which accrues daily and is paid monthly in arrears.
Out of the advisory fee, Harbor Capital pays substantially all operating expenses of the ETF. Harbor Capital pays
Subadvisers, if any, for advisory services. The total expense ratio of the ETF is described in the ETF’s prospectus and
supplement.

Group Trust

The corporate defined benefits plans comprising the Group Trust pay advisory fees to Harbor Capital quarterly in
arrears that are based on a percentage of the average value of the assets of their respective plans as of month end.
Each Subadviser is paid for its advisory services directly from the assets of the Group Trust.

Model Portfolios

Harbor Capital does not charge a separate fee for Model Portfolios consisting of Funds and ETFs. Harbor Capital
earns a management fee from Funds and ETFs, certain of which are included in such Model Portfolios, as described
in each respective Fund’s or ETF’s prospectus. For Model Portfolios with a stock-selection component, Harbor Capital
receives either a flat fee or an asset-based fee, as specified in the applicable client agreement.

Management, Administrative & Support Services

Harbor Capital is also responsible for providing various management, financial, administrative, compliance, legal and
regulatory, and tax services to its clients. These services are described in the agreements between Harbor Capital
and each client. We do not charge a separate fee for any of these services.

Index Provider Services

Harbor Capital does not currently impose a separate licensing fee for the use of its custom indexes; however, Harbor
Capital, as the investment advisor to Harbor sponsored products, certain of which track a custom index, earns an
advisory fee for such services.

Fees to Our Subsidiaries

Harbor Services Group, Inc. serves as the transfer agent for the Funds and the CITs. Harbor Funds Distributors, Inc.
serves as the distributor for the Funds and the CITs. Harbor Trust Company, Inc. serves as the trustee to the CITs.
Harbor Services Group, Inc. and Harbor Funds Distributors, Inc. receive transfer agency fees and distribution fees,
respectively, from the Funds. Harbor Services Group, Inc. and Harbor Trust Company receive transfer agency fees
and trustee fees, respectively, from the CITs. See below at “Other Financial Industry Activities and Affiliations.”

Other Expenses
Our clients also pay transaction costs or commissions when securities are bought and sold. See “Brokerage Practices”
below.

PERFORMANCE-BASED FEES & SIDE-BY-SIDE MANAGEMENT

We do not receive performance-based fees from any client. All of the fees that we receive from a client are based
on a percentage of the assets being managed.

TYPES OF CLIENTS

We provide discretionary advisory services to investment companies, a collective investment trust, and other pooled
investment vehicles. We also provide non-discretionary Model Portfolios to registered investment advisers, financial
institutions, and third-party platforms. We do not impose minimum account size requirements. Our clients are more
fully described above under “Advisory Business”.

METHODS OF ANALYSIS, INVESTMENT STRATEGIES & RISK OF LOSS

Investing in securities involves risk of loss that clients should be prepared to bear.

Method of Analysis
Certain Subadvisers may provide day-to-day investment management over the client assets allocated to them by
Harbor Capital and/or serve as model portfolio providers and deliver model portfolios to Harbor Capital to execute.
Harbor also engages with index providers who provide certain indexes that are tracked by Harbor products. We
perform due diligence in selecting and monitoring the performance of Subadvisers and, if warranted, replacing them.
The services provided by Subadvisers with respect to multi-asset strategies are discussed in more detail below in
“Multi-Asset Strategies”.
Selecting and monitoring Subadvisers, model providers and index providers includes the efforts of our Investments
and Legal & Compliance Teams and our Investment Committee, among others. The due diligence and ongoing
oversight program for subadvisers, model providers includes:
    •    Identifying investment advisers that could serve as Subadvisers.
    •    Interacting with the personnel of, and obtaining and evaluating information from, each prospective
         Subadviser concerning its performance history, investment process and personnel, ownership structure and
         business relationships, including potential conflicts of interest, and legal, operational (including information
         technology), trading, and compliance infrastructure and resourcing.
    •    Monitoring portfolio management and compliance with investment policies and restrictions on an ongoing
         basis, through the use of questionnaires and in-person or virtual inspections.
    •    Review of at least the relevant portions (or detailed summaries thereof) of each Subadviser’s compliance
         policies and procedures initially and at least annually to determine that they are consistent with Harbor
         Capital’s expectation of scope and quality, and (i) are reasonably designed to prevent violations of the
         federal securities laws by the applicable Fund(s) and/or ETF(s) and the Subadviser, and (ii) with respect to
         any other investment vehicle, that they are reasonably designed to prevent violations by the Subadviser
         and its supervised persons of the Investment Advisers Act of 1940 and any other applicable laws, rules and
         regulations.
Harbor’s ongoing due diligence program for index providers includes:
    •    Analyzing the index provider’s business structure and personnel;

    •    Understanding the provider’s index construction, maintenance and oversight process; and
    •    Reviewing the index provider’s procedures for testing the validity of the index and its processes for (i)
         modifying the index and (ii) identifying and escalating index errors.

Harbor’s index-related due diligence also includes regular reviews of index calculation agents who are engaged
to calculate and disseminate the indexes leveraged by Harbor using similar factors detailed above.

Multi-Asset Strategies
Our investment process is underpinned by a core systematic approach focused on identifying business cycle regimes.
We believe that the business cycle is driven by prevailing dynamics related to growth, liquidity and inflation
conditions. Moreover, we believe that understanding market psychology is pertinent to understanding how markets
are likely to react to prevailing business cycle dynamics. We therefore look at the combination of growth, liquidity,
inflation and market psychology identifying the business cycle regime and position accordingly.
Our portfolio construction process consists of four steps:
    •    We start with using a systematic process for business cycle regime identification which sets the portfolio
         risk parameters and asset allocation constraints.
    •    We then generate asset-specific expected returns using quantitative predictive models.
    •    We then optimize a portfolio taking into account the targeted risk parameters determined by the prevailing
         business cycle regime and the asset-specific expected returns.
    •    Lastly, the portfolio management team applies qualitative discretion to finalize portfolio positions.

Model Investment Strategies
Each model investment strategy is described in the respective Model Portfolio description, as agreed upon with the
financial adviser or institution receiving the Model Portfolio. The Model Portfolio description outlines the Model
Portfolio’s objectives, asset allocation, risk profile, and any relevant investment guidelines or restrictions. The
financial adviser or institution is responsible for determining the appropriateness of the Model Portfolio for their
clients and implementing it in accordance with their own investment policies and procedures. Harbor Capital
provides Model Portfolios on a non-discretionary basis and does not place trades in, or otherwise exercise
investment authority over, any client account receiving a Model Portfolio. Harbor Capital does not evaluate the
financial circumstances, investment objectives, or suitability of any underlying client. The financial adviser or
institution is solely responsible for determining the appropriateness of the Model Portfolio for its clients and for
implementing, monitoring, and supervising the Model Portfolio in accordance with its own investment policies,
procedures, and fiduciary obligations. Adjustments or modifications to a Model Portfolio may be made at the
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