Harbor’s History, Organization & Ownership Harbor Capital is an investment adviser registered with the U.S. Securities and Exchange Commission. Harbor Capital was founded in 1983 and began offering publicly available investment funds in 1986. Harbor Capital is a wholly owned subsidiary of ORIX Corporation (ORIX), a global financial services company based in Tokyo, Japan. ORIX provides a range of financial services to corporate and retail customers around the world, including financing, leasing, real estate and investment banking services. The stock of ORIX trades publicly on both the New York (through American Depositary Receipts) and Tokyo Stock Exchanges. Investment Advisory Services Harbor Capital provides discretionary investment advisory services to our clients. Our investment solutions include:
• the Harbor Funds and Harbor Funds II complexes of mutual funds, each an investment company registered under the Investment Company Act of 1940. Harbor Funds and Harbor Funds II are comprised of individual funds (“Funds”), each with different investment objectives and strategies. Harbor Capital provides investment advisory services with respect to each Fund, subject to the oversight of the Board of Trustees of Harbor Funds and Harbor Funds II.
• the Harbor ETF Trust complex of exchange-traded funds, an investment company registered under the Investment Company Act of 1940. Harbor ETF Trust is comprised of individual exchange-traded funds (“ETFs”), each with different investment objectives and strategies. Harbor Capital provides investment advisory services with respect to each ETF, subject to the oversight of the Board of Trustees of Harbor ETF Trust.
• the Harbor Cayman Inflation Focus Ltd, Harbor Cayman Energy Transition Ltd, 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 “Cayman Subsidiary”), which are wholly- owned subsidiaries of Harbor Commodity All-Weather Strategy ETF, Harbor Energy Transition Strategy ETF and Embark Commodity Strategy Fund, series of Harbor ETF Trust and Harbor Funds II, respectively. The sole purpose of each Cayman Subsidiary is to provide the respective ETF and mutual fund exposure to the commodity markets within the limitations of Subchapter M of the Internal Revenue Code. Each Cayman Subsidiary is a company organized under the laws of the Cayman Islands and is overseen by its own board of directors. Each respective ETF and mutual fund is the sole shareholder of the respective Cayman Subsidiary, and it is not currently expected that shares of a Cayman Subsidiary will be sold or offered to other investors.
• the Harbor Collective Investment Trust, a collective investment trust exempt from registration under the Investment Company Act of 1940 pursuant to section 3(c)(11). Harbor Collective Investment Trust is comprised of individual collective investment trusts (“CITs”), each with different investment objectives and strategies. Harbor Trust Company, Inc. (“Harbor Trust Company”), a wholly owned subsidiary of Harbor Capital, serves as trustee to Harbor Collective Investment Trust and the CITs. Harbor Capital provides investment advisory services with respect to the CITs, subject to the oversight of Harbor Trust Company. The CITs are only available for investment by certain qualified plans and other eligible investors.
• the Harbor Capital Group Trust for Defined Benefit Plans, a collective investment vehicle exempt from registration under the Investment Company Act of 1940 pursuant to Sections 3(c)(1) and 3(c)(7). The Group Trust is comprised of defined benefit retirement plan assets of a small number of corporate defined benefit plans. The Group Trust is only available to defined benefit plans. Harbor provides investment advisory services with respect to the Group Trust,
• a range of model portfolios (“Model Portfolios”) comprised of mutual funds and/or ETFs. Harbor Capital provides the Model Portfolios for use by third-party financial advisers and other intermediaries for use as investment strategies for managing their underlying client accounts. Harbor Capital does not manage Model Portfolio assets on behalf of individual financial advisers or retail clients. Harbor Capital does not tailor the Model Portfolios to meet the needs of individual clients.
• providing index construction and maintenance services. Our index providing services are overseen by Harbor’s Index Committee. The indexes developed by Harbor Capital are designed to be tracked by Harbor Capital sponsored products, such as ETFs. Harbor Capital employs a third-party index calculation agent with respect to such indexes.
• We provide investment advisory services directly or by employing a “manager-of-managers” approach through which we enter into subadvisory agreements with investment advisers) (each, a “Subadviser”) that either provide discretionary investment management services directly or provide portfolios of investment recommendations to us that we select and execute. We monitor, evaluate and oversee each Subadviser’s performance. When necessary, we replace or terminate or, in the case of Harbor Funds, Harbor Funds II and Harbor ETF Trust, we recommend to the Board of Trustees the replacement or termination of a Subadviser. With respect to Harbor Funds, Harbor Funds II and Harbor ETF Trust, the Board of Trustees must approve each investment advisory and subadvisory agreement. We establish investment policies, strategies, and guidelines for each client and update those policies, strategies, and

guidelines as necessary. In the case of fully discretionary subadvised arrangements, each Subadviser is responsible for making the day-to-day investment decisions for the assets that we have allocated to them, including the securities to be purchased or sold and the timing and manner in which to effect those securities transactions. In the case of Subadviser provided models implemented by Harbor Capital, we may implement the strategies as provided or may deviate from them but in either case are responsible for the timing and manner in which to effect securities transactions. All investment decisions must conform to the stated investment policies, strategies and guidelines. Assets Under Management The amount of regulatory assets under management as of December 31, 2023 was $50,549,495,026. All assets under management are managed on a discretionary basis. 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. 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, uses its assets to pay each Subadviser for advisory services. The advisory fee is in addition to Harbor Funds’ other operating expenses that are borne by each Fund. The 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, uses its assets to pay 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 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 ETF, including the cost of transfer agency, custody, fund administration, legal, audit and other services. Harbor Capital is responsible for compensating Subadvisers, 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 Commodity All-Weather Strategy ETF, Harbor Energy Transition Strategy 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, uses its assets to pay each Subadviser for advisory services provided with respect to such 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 annual operating expenses of each CIT are described in the respective CIT’s offering documents. Group Trust The corporate defined benefits plans comprising the Group Trust pay servicing 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 does not currently impose a fee for the Model Portfolios. 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, in its capacity of serving as the investment advisor to Harbor sponsored products that track the index, such as ETFs, earns an advisory fee for such services. Fees to Our Subsidiaries Harbor Services Group, Inc. serves as the transfer agent for each Fund and each CIT. Harbor Funds Distributors, Inc. serves as the distributor for the Funds and the CITs. Harbor Trust Company serves as the trustee to the CITs. Harbor Services Group and Harbor Funds Distributors receive transfer agency fees and distribution fees, respectively, from the Funds. Harbor Services Group 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.