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CORRESP
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CORRESP

 One Bush Street

 Suite 1600

San Francisco, CA 94104-4446

 +1 415 262 4500 Main

+1 415 262 4555 Fax

 www.dechert.com

 MICHELLE WONG

Associate

michelle.wong@dechert.com

 +1 415 262 4544 Direct

+1 415 262 4555 Fax

 February 19, 2020

 VIA
ELECTRONIC TRANSMISSION

 Securities and Exchange Commission

100 F Street, NE

 Washington, DC 20549

Re:
 Harbor Funds (the “Registrant”)

Post-Effective Amendment No. 159

File Nos. 33-5852 and 811-4676

Ladies and Gentlemen:

 This correspondence is
being filed for the purpose of responding to comments of the staff of the Securities and Exchange Commission (the “Staff”) provided by Ms. Kimberly Browning of the Division of Investment Management with respect to Post-Effective
Amendment (“PEA”) No. 159 to the Registrant’s registration statement on Form N-1A.

PEA No. 159 was filed in connection with the annual update of Harbor International Small Cap Fund, a series of the Registrant, to
incorporate the change in sub-adviser and related investment strategy changes reflected in a previous supplement and to make certain other changes.

Set forth below are the Staff’s verbal comments together with the Registrant’s responses. Terms used but not defined herein have the
same meaning as in PEA No. 159.

COMMENT 1:

(Prospectus and SAI)

The Staff reminds the Registrant that it and its management are responsible for the accuracy and adequacy of the Registrant’s disclosures, notwithstanding any review, comments, action or absence of action by the
Staff.

Response:

The Registrant acknowledges this statement.

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COMMENT 2:

(Prospectus – Fund Summary – Front Cover Page)

For future filings as applicable, please check the appropriate box so that the filing will become effective pursuant to paragraph (a)(1) rather than (a)(2).

Response:

The Registrant will do so, as applicable, in the future.

COMMENT 3:

(Prospectus – Fund Summary – Fees and Expense of the Fund)

Please complete the “Annual Fund Operating Expenses” table for the Fund.

Response:

The “Annual Fund Operating Expense” table for the Fund has been completed and included in the “Fees and Expenses of the Fund” section of the Fund’s prospectus. The completed table is set forth below in the
Attachment.

COMMENT 4:

(Prospectus – Fund Summary – Fees and Expense of the Fund)

In accordance with Form N-1A’s requirement that any expense reimbursement arrangements reflected in the fee table must be in effect for at least one year, please consider whether it is
appropriate that the filing becomes effective on March 1, 2020, but the fee waivers are through February 28, 2021.

Response:

The Registrant notes that the period from March 1, 2020 through February 28, 2021 reflects a full year period and the Registrant therefore believes that disclosure of the arrangement is consistent with Instruction 3(e) to
Item 3 of Form N-1A.

COMMENT 5:

(Prospectus – Fund Summary – Portfolio Turnover)

The Staff notes that the Fund discloses its portfolio turnover rate in the most recent fiscal year was 178%. Please explain supplementally why the Fund experienced higher portfolio turnover as compared to recent years and why the
risks related to high portfolio turnover is not required to be disclosed in response to Items 4 and 9 of Form N-1A.

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Response:

As discussed in the supplement dated May 23, 2019 to the Fund’s registration statement, Cedar Street Asset Management LLC (“Cedar Street”) was appointed as the Fund’s subadviser, replacing Baring
International Investment Limited as subadviser to the Fund. In connection with the same, the Fund experienced a higher than usual portfolio turnover rate as a result of the transition from Baring International Investment Limited’s portfolio of
investments to Cedar Street’s portfolio of investments. The Registrant confirms that the Fund does not expect to engage in frequent trading to achieve its principal investment strategy. Accordingly, the Registrant believes the current
disclosure is appropriate.

COMMENT 6:

(Prospectus – Fund Summary – Principal Investment Strategy)

Please confirm whether or not the Fund invests in convertible securities as part of the Fund’s Principal Investment Strategy, and if so, whether the Fund intends to invest in contingent convertible securities
(“CoCos”). If the Fund intends to invest in CoCos as part of the Fund’s Principal Investment Strategy, please consider the appropriate disclosure.

Response:

The Fund does not expect to invest in CoCos as part of its Principal Investment Strategy.

COMMENT 7:

(Prospectus – Additional Information about the Fund’s Other Investments)

Please confirm that disclosure regarding derivative instruments is consistent with the SEC’s position in its letter from Barry D. Miller to Karrie McMillan of the Investment Company Institute dated July 30, 2010 (the
“McMillan Letter”). Please also add disclosure to explain whether derivatives will be included in the 80% asset test and how they are valued (i.e., at market value and not notional value).

Response:

Consistent with the SEC staff’s guidance in the McMillian Letter, the Registrant reviews its use of derivatives annually during its registration statement update to ensure that, based on actual operations, it is meeting the
disclosure requirements to completely and accurately disclose the principal investment strategies and risks related to derivative instruments for each fund, including whether the disclosure is presented in an understandable manner using plain
English. In determining the appropriate disclosure, the Trust considers the degree of economic exposure that the derivatives create, in addition to the amount invested in the derivatives strategy, as well as the purpose that the derivatives are
intended to serve in

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 the portfolio (i.e., hedging, speculation, or as a substitute for investing in conventional securities) and the extent to which derivatives
are expected to be used by a fund. The Fund does not expect to actively invest in derivative securities, but it is permitted to do so. By including disclosure regarding the Fund’s permitted use of derivatives outside of the Fund’s summary
section, we are indicating to investors that derivatives are permitted investments. At the same time, we are also indicating that they are not expected to be a principal investment strategy of the Fund. Therefore, we believe that the disclosure
related to derivatives for the Fund is tailored specifically to how the Fund expects to be managed and addresses those strategies that the Fund expects to be the most important means of achieving its objectives and that it anticipates will have a
significant effect on its performance.

 As reflected in the Attachment, the
Registrant will add disclosure in response to the second portion of this comment to the Statement of Additional Information.

COMMENT 8:

(Prospectus – Fund Summary – Principal Investment Strategy)

Please revise the Principal Investment Strategy disclosure to reflect the range of the Index as of December 31, 2019.

Response:

As reflected in the Attachment, the Registrant has revised the disclosure accordingly.

COMMENT 9:

(Prospectus – Fund Summary – Principal Investment Strategy)

Please consider rewriting in plain English the statement that “The Subadviser looks to identify companies that...they believe have business models with sources of value not readily understood by the market.”

Response:

The Registrant has revised the disclosure as reflected in the Attachment.

COMMENT 10:

(Prospectus – Fund Summary – Principal Investment Strategy)

The Staff notes that the Fund discloses that “[f]rom time to time, the investment process may result in substantial investments in one or more sectors, geographic regions and/or countries.” Please disclose the specific
sectors, regions or countries, if any, in which the Fund will invest as part of the Fund’s Principal Investment Strategy and include the appropriate risk disclosure.

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Response:

The Registrant confirms that the Fund does not at the present time intend to focus on investments in any particular sector, geographic regions or countries.

COMMENT 11:

(Prospectus – Fund Summary – Principal Risks)

Please order the risks to prioritize the risks that are most likely to adversely affect the Fund’s net asset value, yield and total return. Please note that after listing the most significant risks to the Fund, the remaining
risks may be alphabetized. Please refer to Division of Investment Management Director Dalia Blass’s Keynote Address at the ICI Securities Law Developments Conference on October 25, 2018.

Response:

The Registrant respectfully declines to make the requested change. The Registrant believes that the current risk disclosure adequately and clearly describes the principal risks of investing in the Fund.

COMMENT 12:

(Prospectus – Fund Summary – Principal Risks)

Please add descriptions and related risk disclosures under “Geographic Focus Risk” and “Sector Risk” with respect to any specific geographic region or sectors in which the Fund intends to invest.

Response:

As noted in the Registrant’s response to Comment 10, the Registrant confirms that the Fund does not at the present time intend to focus on investments in any particular sector, geographic regions or countries.

COMMENT 13:

(Prospectus – Fund Summary – Principal Risks)

If Cedar Street is a new investment adviser, please consider adding a new sub-adviser risk to the principal risks.

Response:

The Registrant notes that Cedar Street was founded in 2016, and the Registrant therefore does not consider Cedar Street to be a new investment adviser. In addition, its personnel have significant advisory experience. Accordingly,
the Registrant respectively declines to incorporate this comment.

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COMMENT 14:

(Prospectus – Fund Summary – Principal Risks)

The Staff notes that “Value Style Risk” is included in the Fund’s Principal Risks. Please add the corresponding discussion in the Principal Investment Strategy.

Response:

The Registrant respectfully notes that the Principal Investment Strategy discusses the Subadviser’s investment process, which includes, among other things, “bottom-up research to
identify companies with attractive valuations.” Accordingly, the Registrant believes the current disclosure is appropriate.

COMMENT 15:

(Prospectus – Fund Summary – Performance)

Please complete the information under the Performance section of the Fund Summary.

Response:

The tables for the Fund under the Performance section have been completed and included in the “Fund Summary” section of the Fund’s prospectus. The completed tables are set forth below in the Attachment.

COMMENT 16:

(Prospectus – Fund Summary – Portfolio Management)

Please provide the full date on which the Portfolio Managers started managing the Fund.

Response:

The Registrant notes that Item 5 of Form N-1A requires the Fund to disclose the length of service of the Portfolio Manager. As disclosed in the “Portfolio Management” section, the
Fund discloses that each portfolio manager has co-managed the Fund since 2019. Accordingly, the Registrant believes the current disclosure is
appropriate.

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COMMENT 17:

(Prospectus – Additional Information about the Funds’ Investments – Principal Investments)

Please confirm that a summary of the Fund’s principal investment strategies is included in response to Item 4 of Form N-1A or revise.

Response:

The Registrant believes that the level of detail in the description of the Fund’s principal investment strategy in Items 4 and 9 is appropriate. The disclosure in Item 9 makes clear that the principal investment strategy
and principal risks are disclosed in the Fund Summary sections of the Prospectus and then provides certain additional details regarding the principal investment strategy and principal risks.

COMMENT 18:

(Prospectus – Additional Information about the Funds’ Investments – Principal Investments)

Please revise the third bullet point under the Foreign Securities disclosure (relating to the test for determining whether an issuer is a foreign or emerging markets issuer) that states that the Subadviser may consider an issuer to
be a foreign or emerging market issuer if “a company derives a substantial portion of its total revenue from goods produced, sales made or services performed in one or more foreign or emerging market countries or a substantial portion of its
assets are located in one or more foreign or emerging market countries” to include a 50% test, as highlighted in the Final Rule: Investment Company Names, Rel. No. IC-24828 (Jan. 17, 2001), at note 24
(the “2001 Release”).

Response:

The Registrant respectfully notes that Rule 35d-1(a)(3)(ii) of the Investment Company Act of 1940, as amended (the “1940 Act”), applies to a fund with a name suggesting that the fund
focuses its investments in a particular country or region and requires that the fund adopt a policy to invest at least 80% of its assets in investments that are tied economically to the particular country or geographic region suggested by its name.
“International” funds are not subject to the Rule. See 2001 Release, at note 42. Further, Rule 35d-1(a)(3)(ii) requires that “[t]he Fund disclose in its prospectus the specific criteria
used by the Fund to select [investments in a particular country or geographic region].” Accordingly, based on a plain reading of the Rule, inclusion of a 50% test is not required. The Registrant further notes that note 24 of the 2001 Release
sets forth the proposed rule, which was explicitly not adopted in the 2001 Release. For these reasons, the Registrant respectfully declines to make the proposed change.

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COMMENT 19:

(Prospectus – Additional Information about the Funds’ Investments – Principal Investments)

Please delete the last bullet point under the Foreign Securities disclosure (relating to the test for determining whether an issuer is a foreign or emerging markets issuer), which indicates that an issuer may be considered a foreign
or emerging markets issuer if “the Subadviser otherwise determines an issuer to be a foreign or emerging markets issuer in its discretion based on any other factors relevant to a particular issuer.” The Staff notes that this is an
open-ended statement, rather than a test for making the determination.

Response:

The Registrant respectfully declines to make the proposed change. The Registrant does not believe it is possible to foresee and/or list all factors that might be relevant to the determination of whether a particular issuer is a
foreign or emerging markets issuer. Accordingly, this language provides a Subadviser discretion to consider factors other than those listed where it is appropriate to do so. The Registrant recognizes that any discretion to determine that an issuer
is a foreign or emerging markets issuer is not unfettered and is mindful of Section 35(d) of the 1940 Act, which makes it “unlawful for any registered investment company to adopt as a part of the name or title of such company, or of any
securities of which it is the issuer, any word or words that the Commission finds are materially deceptive or misleading.”

COMMENT 20:

(Prospectus – Additional Information about the Funds’ Investments – Portfolio Turnover)

Please clarify why the change in subadviser resulted in high portfolio turnover for Harbor International Small Cap Fund.

Response:

As reflected in the Attachment, the Registrant has revised the disclosure accordingly.

COMMENT 21:

(Prospectus – The Subadvisers – The Subadvisers and Portfolio Managers)

Please confirm that the disclosure provides each Portfolio Manager’s business experience during the past five years.

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Response:

The Registrant confirm