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CORRESP

 One International Place, 40th Floor
100 Oliver Street
Boston, MA 02110-2605

+1 617 728 7100 Main

 +1 617 426 6567
Fax

 www.dechert.com

 STEPHANIE CAPISTRON

stephanie.capistron@dechert.com

 +1 617
728 7127 Direct

 +1 617 275 8364 Fax

 January 24, 2023

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission

100 F Street, NE

 Washington, DC
20549

 Re:

 Harbor ETF Trust (the “Registrant”)

File No. 333-268985

Ladies and Gentlemen:

This correspondence is being filed for the purpose of responding to comments provided by David Manion on January 3, 2023
and by Raymond Be on January 19, 2023 with respect to the review of the combined information statement/prospectus filed with the Securities and Exchange Commission (“SEC”) on December 23, 2022 on Form N-14 (the “Information Statement/Prospectus”), which is related to the proposed reorganization of Harbor High-Yield Bond Fund (the “Acquired Fund”), a series of Harbor Funds (the “Acquired
Fund Trust”), into Harbor Scientific Alpha High-Yield ETF (the “Acquiring Fund”), a series of the Registrant.

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 the Information Statement/Prospectus.

 Accounting Comments Provided by David Manion on
January 3, 2023

 COMMENT 1

 (Information Statement/Prospectus – Synopsis and Questions Related to the Reorganization)

 Please disclose the dollar amount estimate of the costs of the Reorganization.

 Response:

 The Registrant has revised the disclosure under “What are the costs associated with
the Reorganization?” to include the following:

 “The
estimated Reorganization Costs of the Reorganization are $213,000.”

 January 24, 2023

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 2

 COMMENT 2

 (Information Statement/Prospectus – Information About the Transaction)

Please revise the disclosure to include additional detail regarding the repositioning of the Acquired Fund’s portfolio
that is expected to take place in advance of the Reorganization. Specifically, please include the estimated percentage of the Acquired Fund’s portfolio that will be repositioned prior to the Reorganization and because of the Reorganization. If
this percentage exceeds 10%, please include additional narrative disclosure concerning the reasons for and nature of the repositioning.

 Response:

 It is expected that 91% of the Acquired Fund’s portfolio will be repositioned prior to the
Reorganization. The Registrant has added the following disclosure in response to this comment under in a new Q&A entitled “How much of the Acquired Fund’s portfolio will be repositioned in connection with the
Reorganization?”:

 “The Adviser estimates that 91% of the Acquired
Fund’s portfolio will be repositioned prior to the Reorganization. The Adviser notes that the Acquired Fund and Acquiring Fund are managed by different subadvisers and therefore, while both principally invest in high-yield bonds, the Funds have
different investment profiles. For example, the Acquired Fund’s investment universe, unlike that of the Acquiring Fund, includes non-high-yield bonds such as bank loans and convertible securities, and the
portfolio reflects an overweight to bonds of shorter maturities. The Acquired Fund also invests in high-yield bonds of issuers with and without public equity outstanding whereas the Acquiring Fund generally only invests in high-yield bonds of
issuers with public equity outstanding. The Acquiring Fund is managed with an emphasis on adding value relative to the benchmark with security selection and minimizing the contributions to relative performance from decisions to own out of benchmark
securities and to over- or underweight bonds in certain sectors, duration ranges, or quality tiers. Accordingly, it is expected that the Acquired Fund’s investment in high-yield bonds of issuers without public equity outstanding and non-high-yield bond investments including bank loans and convertible securities will be sold prior to the Reorganization. Further, it is expected that the Acquired Fund’s portfolio will be repositioned so that
its duration is in line with the benchmark.

 For additional information regarding the subadvisers’ investment
strategies, see “How do the Funds compare?” below.”

 COMMENT 3

 (Information Statement/Prospectus – Synopsis and Questions Related to the Reorganization)

 Please include additional disclosure regarding the tax consequences of the Reorganization,
specifically with respect to the Acquired Fund’s portfolio’s capital gains and losses, and whether the Acquired Fund has any capital carryforward losses that could help offset any such capital gains.

 Response:

 The Registrant has incorporated this comment and revised the disclosure under the section titled
“Will the Reorganization have tax consequences?” as follows:

 January 24, 2023

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 3

 “The Acquired Fund will declare a final dividend to
distribute any undistributed net taxable gains (including any gains with respect to the realignment of its portfolio) prior to the Closing Date, which distribution may be taxable to shareholders of the Acquired Fund. The distribution is currently
estimated to be minimal as the Acquired Fund has realized and unrealized losses in its portfolio in an amount sufficient to offset some or all of the portfolio’s realized gain and unrealized net gains. Additionally, as of
October 31, 2022, the Acquired Fund had a capital loss carryforward of $90,247,412, which is available to offset any gains.”

 COMMENT 4

 (Information Statement/Prospectus – Synopsis and Questions Related to the Reorganization)

 Please include performance figures for the Acquired Fund and Acquiring Fund that are stated as of
December 31, 2022.

 Response:

 The Registrant confirms that the definitive filing will include updated performance information as of
December 31, 2022 for both Funds. Please see the Attachment for the disclosure to be included.

 COMMENT 5

 (Information Statement/Prospectus – Information About the Transaction)

Please update the dollar amounts in the capitalization table to reflect any known pro forma adjustments, or if there
are no known pro forma adjustments, please state this in the disclosure.

 Response:

 The Registrant is not aware of any pro forma adjustments. Accordingly, the Registrant has
incorporated this comment by adding the following disclosure as a footnote to the capitalization table:

“The dollar amounts listed are presented without any pro forma adjustments.”

 COMMENT 6

 (Information Statement/Prospectus – Information About the Transaction)

Please include a footnote to the capitalization table stating that the outstanding shares of the combined fund on a pro
forma basis have been adjusted to reflect the capitalization of the Acquiring Fund. The footnote should explain why the sum of the outstanding shares of the Acquired Fund and Acquiring Fund does not equal the outstanding shares of the Pro
Forma Combined Fund.

 Response:

 The Registrant has incorporated this comment and added the following disclosure in a footnote to the
capitalization table:

 “The total shares outstanding for the Pro Forma
Combined Fund have been adjusted to reflect the Acquiring Fund’s capitalization. Therefore, the total shares outstanding for the Pro Forma Combined Fund do not equal the sum of the outstanding shares of the Acquired Fund and the
Acquiring Fund prior to the Reorganization, as the Acquired Fund and Acquiring Fund have different NAV

 January 24, 2023

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 4

per share amounts and the Combined Fund will have the NAV per share of the Acquiring Fund.”

 COMMENT 7

 (Statement of Additional Information – Supplemental Financial Information)

 Please include the estimated percentage of the Acquired Fund’s portfolio that will be
repositioned prior to the Reorganization because of the Reorganization.

 Response:

 The Registrant has incorporated this comment and added the following disclosure:

“The Adviser estimates that 91% of the portfolio of the Acquired Fund will be repositioned prior to the
Reorganization.”

 COMMENT 8

 (Statement of Additional Information – Supplemental Financial Information)

 Please confirm that there are no material differences in the valuation and taxation policies of
the Acquired Fund as compared to those of the Acquiring Fund, including any that would result from the Reorganization. After confirmation, please update to state that there will be no material differences in these policies of the Acquired Fund as
compared to those of the Acquiring Fund.

 Response:

 The Registrant confirms that there are no material differences in the valuation and taxation policies of the
of the Acquired Fund as compared to those of the Acquiring Fund. The Registrant has revised the disclosure to read:

“There are no material differences in accounting, valuation, and taxation policies of the Acquired Fund as
compared to those of the Acquiring Fund.”

 Legal Comments Provided by Raymond Be on January 19, 2023

 COMMENT 9

 (Shareholder Letter)

Please supplementally provide the analysis supporting the conclusion that the Reorganization does not require shareholder
approval. In connection therewith, please specifically address Rule 17a-8 under the Investment Company Act of 1940, as amended (the “1940 Act”).

 January 24, 2023

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 5

 Response:

 Section 17(a) of the 1940 Act prohibits an affiliated person of a registered investment company,
or any affiliated person of such person, acting as principal, from selling to or purchasing from such registered company, or any company controlled by such registered company, any security or other property.1 Rule 17a-8 under the 1940 Act exempts a reorganization from the prohibitions of Section 17(a) if the board of each participating fund makes certain
specific findings with respect to such fund.2 Specifically, Rule 17a-8 provides that in a merger or consolidation involving registered investment companies
that may be first or second tier affiliated persons of each other, the transaction is exempt from Section 17(a) provided that the board members of each participating affiliated investment company, including a majority of the board members who
are not “interested persons” of any investment company participating in the reorganization, as defined in Section 2(a)(19) of the 1940 Act, determine:

 •

 that participation in the reorganization is in the best interests of that investment company; and

 •

 that the interests of existing shareholders of that investment company will not be diluted as a result of the
reorganization.3

The Board’s considerations are discussed under “Background and Reasons for the Reorganization” in the
Information Statement/Prospectus, which describe the factors that the Board weighed. The Board, including all of the Independent Trustees, has concluded that the Reorganization is in the best interests of the Acquired Fund and the Acquiring Fund and
that the interests of existing shareholders of each Fund would not be diluted as a result of the Reorganization.

 Under
Rule 17a-8(a)(3), shareholder approval is not required if the Reorganization meets the following conditions:

 •

 Condition 1: Fundamental Investment Policies. No fundamental policy of the Acquired Fund (i.e.,
a policy that, under Section 13 of the 1940 Act, can be changed only with a vote of a majority of its outstanding voting securities) materially differs from a fundamental policy of the Acquiring Fund.

 •

 Condition 2: Advisory Contracts. The advisory contract between the Acquired Fund and any investment
adviser thereof does not materially differ from the advisory contract between the Acquiring Fund and any investment adviser thereof, except for the identity of the investment companies as a party to the contract.

 •

 Condition 3: Continuity of Independent Board Members. The independent board members overseeing the
Acquired Fund who were elected by shareholders will comprise a majority of the independent board members overseeing the Acquiring Fund.

 1

 Under Section 2(a)(3) of the 1940 Act, an “affiliated person” includes any person directly or
indirectly controlling, controlled by, or under common control with, such other person. In the case of an investment company, its investment adviser and any subadviser also are deemed to be affiliated persons of the investment company, but the
investment company is not an affiliated person of its investment adviser or subadviser absent another source of affiliation, such as control.

 2

 See, e.g., Rule 17a-8 under the 1940 Act;
Investment Company Mergers, Release No. IC-25666 (July 18, 2002) (adopting amendments to Rule 17a-8).

 3

 See Investment Company Mergers, Release No. IC-25259
(Nov. 8, 2001) at 5. The SEC noted that “most mergers are effected on the basis of each merging portfolio’s net asset value, as determined for the purpose of daily pricing under our rules. The transparency of share value at which mergers
occur reduces considerably the opportunity for affiliated persons to take advantage of the fund by mispricing the transaction.” Id.

 January 24, 2023

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 •

 Condition 4: Rule 12b-1 Fees. Any distribution fees authorized
to be paid by the Acquiring Fund pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act are no greater than the distribution fees authorized to be paid by the Acquired Fund pursuant to
such a Rule 12b-1 plan.

 The Acquired Fund and the Acquiring
Fund have materially the same fundamental investment policies and the independent board members overseeing the Acquired Fund who were elected by shareholders comprise a majority of the independent board members overseeing the Acquiring Fund. In
addition, while the Acquiring Fund has a Rule 12b-1 plan that permits the payment of 12b-1 fees at an annual rate up to 0.25% of the Fund’s assets, such fees are
not currently being charged and the Rule 12b-1 plan is being terminated in connection with the Reorganization. Accordingly, conditions 1, 3 and 4 above are satisfied.

With respect to Condition 2, Harbor Capital serves as the investment adviser to both the Acquired Fund and the Acquiring Fund
pursuant to separate investment advisory agreements. The management fee rate and structure of the management fee paid to Harbor Capital under the Acquired Fund’s and Acquiring Fund’s advisory agreements differ. The contractual management
fee rate paid by the Acquiring Fund to Harbor Capital is structured as a “unitary fee” under which Harbor Capital pays all of the operating expenses of the Acquiring Fund, except for (i) the fee payment under the advisory agreement;
(ii) payments under the Acquiring Fund’s 12b-1 plan (as noted below, the Board is being asked to terminate the Acquiring Fund’s 12b-1 plan); (iii) the
costs of borrowing, including interest and dividend expenses; (iv) taxes and governmental fees; (v) acquired fund fees and expenses; (vi) brokers’ commissions and any other transaction-related expenses and fees arising out of
transactions effected on behalf of the Acquiring Fund; (vii) costs of holding shareholder meetings; (viii) any gains or losses attributable to investments under a deferred compensation plan for Trustees who are not “interested
persons” of the Trust; and (ix) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Acquiring Fund’s business. Under the terms of the Acquired Fund’s advisory
agreement, Harbor Capital generally does not pay the expenses of the Acquired Fund.

 Other than with respect to the
identity of the funds, management fee structure and management fee rate, there are no material differences between the advisory agreements of the Acquired Fund and Acquiring Fund. Because the fee rate payable by the Acquiring Fund is lower than that
of the Acquired Fund and because the Acquiring Fund’s management fee is structured as a unitary fee whereby Harbor