Tribune Company
Harbor Mid Cap Value Fund has been named as a
defendant and/or as a putative member of a
proposed defendant class in Kirschner v.
FitzSimons (In re Tribune Co.), No. 12-2652
(S.D.N.Y.) (the "FitzSimons action"); Deutsche
Bank v. Ohlson Enterprises, No. 12-0064
(S.D.N.Y.) (the "Deutsche Bank action"); and Niese
v. ABN AMRO Clearing Chicago LLC, No. 12-
0555 (S.D.N.Y.) (the "Niese action"), as a result of
its ownership of shares in the Tribune Company
("Tribune") in 2007, when Tribune effected a
leveraged buyout transaction ("LBO") by which
Tribune converted to a privately-held company. The
plaintiffs in these lawsuits have asserted claims for
fraudulent conveyance against Harbor Mid Cap
Value Fund and other former Tribune shareholders.

All three lawsuits have been consolidated with the
majority of the other Tribune-related lawsuits in the
multidistrict litigation proceeding In re Tribune Co.
Fraudulent Conveyance Litig., No. 11-2296
(S.D.N.Y.) (the "MDL Proceeding").

On September 23, 2013, the District Court granted
the defendants' omnibus motion to dismiss the
Deutsche Bank and Niese actions, on the basis that
the plaintiffs lacked standing. The plaintiffs
appealed. On March 29, 2016, the U.S. Court of
Appeals for the Second Circuit issued its opinion on
the appeal, affirming the district court's dismissal of
those lawsuits. The appeals court held that while the
plaintiffs have standing under the U.S. Bankruptcy
Code, as amended (the "Bankruptcy Code"), their
claims were preempted by Section 546(e) of the
Bankruptcy Code-the statutory safe harbor for
settlement payments. Plaintiffs sought rehearing en
banc, which the Second Circuit denied. On
September 9, 2016, the plaintiffs filed a petition for
writ of certiorari in the U.S. Supreme Court
challenging the Second Circuit's decision, which
the shareholder defendants opposed. On April 3,
2018, Justice Kennedy and Justice Thomas issued a
"Statement" related to the petition for certiorari
suggesting that the Second Circuit and/or District
Court may want to take steps to reexamine the
application of the Section 546(e) safe harbor to the
previously dismissed state law constructive
fraudulent transfer claims based on the Supreme
Court's decision in Merit Management Group LP v.
FTI Consulting, Inc. On April 10, 2018, plaintiffs
filed in the Second Circuit a motion for that court to
recall its mandate, vacate its prior decision, and
remand to the district court for further proceedings
consistent with Merit Management. On April 20,
2018, the shareholder defendants filed a response to
plaintiffs' motion to recall the mandate. On May 15,
2018, the Second Circuit issued an order recalling
the mandate "in anticipation of further panel
review." On December 19, 2019, the court issued an
amended opinion that again affirmed the district
court's ruling on the basis that plaintiffs' claims
were preempted by Section 546(e) of the
Bankruptcy Code. Plaintiffs filed a motion for
rehearing and rehearing en banc on January 2, 2020.
The motion was denied on February 6, 2020.  On
July 6, 2020, plaintiffs filed a new petition for a writ
of certiorari in the U.S. Supreme Court.  In that
petition, plaintiffs stated that "[t]o make it more
likely that there will be a quorum for this petition,"
they have "abandon[ed] the case and let the
judgment below stand" with respect to certain
defendants. That list did not include the Harbor Mid
Cap Value Fund. Defendants filed an opposition to
the certiorari petition on August 26, 2020.

On May 23, 2014, the defendants filed motions to
dismiss the FitzSimons action, including a global
motion to dismiss Count I, which is the claim
brought against former Tribune shareholders for
intentional fraudulent conveyance under U.S.
federal law. On January 6, 2017, the United States
District Court for the Southern District of New
York granted the shareholder defendants' motion to
dismiss and denied plaintiff's request to amend the
complaint. The Court's order was not immediately
appealable. On July 18, 2017, the plaintiff
submitted a letter to the District Court seeking leave
to amend its complaint to add a constructive
fraudulent transfer claim. The Court denied the
plaintiff's request without prejudice to renewal of
the request in the event of an intervening change in
the law. On March 8, 2018, plaintiff renewed his
request for leave to file a motion to amend the
complaint to assert a constructive fraudulent
transfer claim based on the Supreme Court's ruling
in Merit Management. The shareholder defendants
opposed that request. On June 18, 2018, the District
Court ordered that the request would be stayed
pending further action by the Second Circuit in the
still pending appeal, discussed above. On December
18, 2018, plaintiff filed a letter with the District
Court requesting that the stay be dissolved in order
to permit briefing on the motion to amend the
complaint and indicating plaintiff's intention to file
another motion to amend the complaint to reinstate
claims for intentional fraudulent transfer. The
shareholder defendants opposed that request. On
January 14, 2019, the court held a case management
conference, during which the court stated that it
would allow the plaintiff to file a motion to amend
to try to reinstate its intentional fraudulent transfer
claim. On January 23, 2019, the court ordered the
parties still facing pending claims to participate in a
mediation within the following two months. On
April 9, 2019, the plaintiff filed a motion to amend
the complaint to add constructive fraudulent
conveyance claims under federal law against certain
shareholder defendants. The court denied the
motion to amend on April 23, 2019. On June 13,
2019, the court entered judgment pursuant to
Federal Rule of Civil Procedure 54(b). On July 12,
2019, Plaintiff filed a notice of appeal with respect
to the dismissal of his intentional fraudulent
conveyance claim and the District Court's denial of
his motion for leave to amend. Plaintiff filed an
opening brief on January 7, 2020. The shareholder
defendants' brief was filed on April 27, 2020.
Plaintiff's reply brief was filed on May 18, 2020.
The Court held oral argument on August 24, 2020.

None of these lawsuits alleges any wrongdoing on
the part of Harbor Mid Cap Value Fund. Harbor
Mid Cap Value Fund held shares of Tribune and
tendered these shares as part of Tribune's LBO. The
value of the proceeds received by Harbor Mid Cap
Value Fund was approximately $299,000. Harbor
Mid Cap Value Fund's cost basis in the shares of
Tribune was approximately $262,000. At this stage
of the proceedings, Harbor Mid Cap Value Fund is
not able to make a reliable prediction as to the
outcome of these lawsuits or the effect, if any, on
the Fund's net asset value.