THIRD AMENDMENT TO

SUBLICENSE AGREEMENT

This third amendment (“Amendment”) to the Sublicense Agreement (the “Agreement”) dated as of December 1, 2021, as amended, by and between Harbor Capital Advisors, Inc. (“Harbor”) and Harbor ETF Trust (“Licensee”) is entered into as of July 23, 2026 (the “Effective Date”).

WHEREAS, Harbor and Licensee (“Parties”) desire to amend Exhibit A of the Agreement; and

WHEREAS, Section 7 of the Agreement requires that all amendments to the Agreement be in writing and executed by the Parties.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 

1.

Capitalized terms not otherwise defined herein shall have the meanings set forth in Agreement.

 

2.

Exhibit A of the Agreement is hereby deleted in its entirety and replaced by Exhibit A attached hereto.

 

3.

Except as expressly amended hereby, all of the provisions of the Agreement shall remain unamended and in full force and effect to the same extent as if fully set forth herein.

 

4.

This Amendment shall be governed by, and the provisions of this Amendment shall be construed and interpreted under and in accordance with, the laws of the State of Illinois, without regard to its conflict of law provisions.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the Effective Date.

 

HARBOR CAPITAL ADVISORS, INC.     HARBOR ETF TRUST
By:  

/s/ Diana R. Podgorny

     By:  

/s/ Charles F. McCain

  Diana R. Podgorny          Charles F. McCain
  Executive Vice President,       President
  General Counsel & Secretary      

EXHIBIT A

 

Index and Marks

   

Index Provider

   

Fees

Human Capital Factor Large Cap Index

(formerly, CIBC Human Capital Index)

 

Marks: HUMAN CAPITAL LARGE CAP INDEX

   

Canadian Imperial Bank

of Commerce

    None

Human Capital Factor Small Cap Index

(formerly, CIBC Human Capital Small Cap Index)

 

Marks: HUMAN CAPITAL SMALL CAP INDEX

   

Canadian Imperial Bank

of Commerce

    None

Quantix Commodity Index

(formerly, Quantix Inflation Index)

 

Marks: QUANTIX COMMODITIES, QCI

   

Quantix Commodities

Indices, LLC

    None

NYSE Structured Autocallable Income Index

 

Marks: ICE, NYSE

    ICE Data Indices, LLC    None

NYSE Structured Autocallable High Income Index

 

Marks: ICE, NYSE

    ICE Data Indices, LLC    None

NYSE Structured Autocallable Premium Income Index

 

Marks: ICE, NYSE

    ICE Data Indices, LLC    None