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CORRESP
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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

 June 18, 2024

VIA ELECTRONIC TRANSMISSION

U.S. Securities and Exchange Commission

100 F Street, NE

 Washington, DC
20549

Re:
 Harbor ETF Trust (the “Registrant”)

Post-Effective Amendment No. 47

File Nos. 333-255884; 811-23661

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. Rebecca Marquigny of the Division of Investment Management with respect to
Post-Effective Amendment (“PEA”) No. 47 to the Registrant’s registration statement on Form N-1A.

PEA No. 47 was filed for the purpose of registering shares of Harbor AlphaEdge Small Cap Earners ETF (the “Fund”), a new series
of the Registrant. Note that the Fund was previously named “Harbor Small Cap Earners ETF” but has been renamed “Harbor AlphaEdge Small Cap Earners ETF.”

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. 47.

COMMENT 1:

(Cover Page – Ticker Symbol)

The ticker symbol, EBIT, does not have any record in EDGAR as being associated with the Class ID. Please supplementally confirm that the
EDGAR record will reflect what is on the cover page.

 

  

Response:

The Registrant confirms that EDGAR will be updated accordingly.

 

  

COMMENT 2:

(Principal Investment Strategy)

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Please provide the white paper itself and a sample list of the top ten holdings, including company name, percentage of the Index, and a brief
explanation of the objective criteria supporting its inclusion in the Index.

   

   

Response:

The Registrant has filed the white paper as an exhibit to this letter. The Registrant has attached the sample list of the top ten holdings in
Appendix A to this letter. The Registrant describes the criteria for inclusion in the Index and rationale for the Index Provider’s profitability definition in the responses to Comments 8 and 9 below. The Registrant notes that all of the
holdings listed are included in the Index Universe and meet the Index Provider’s profitability definition.

   

   

COMMENT 3:

(Investment Objective)

Please replace the word “correspond” with the word “track,” or supplementally explain why that would not be correct and why
the substitution would be inappropriate.

   

   

Response:

The Registrant respectfully declines to replace “correspond” with “track” as the Registrant believes “correspond”
is more consistent with the Fund’s investment objective and principal investment strategy and is consistent with how other index funds, including other Harbor index funds, set forth their investment objectives.

   

   

COMMENT 4:

(Fee and Expense Example Tables)

Please provide the completed fee and expense example tables. Supplementally explain how the Fund calculated the expense examples and determined
the estimates to be reasonable.

   

   

Response:

The Registrant has attached the completed “Annual Fund Operating Expenses” and “Expense Example” tables in Appendix B to
this letter.

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 Page 3

Instruction 6(a) to Item 3 of Form N-1A provides that a new fund should “[b]ase the percentages
expressed in ‘Annual Fund Operating Expenses’ on payments that will be made, but include in expenses, amounts that will be incurred without reduction for expense reimbursement or fee waiver arrangements, estimating amounts of ‘Other
Expenses.’” Given that the Fund will have a unitary fee structure pursuant to which the Advisor bears the operating expenses of the Fund, with limited exceptions, the Registrant believes its estimate of 0.00% for Other Expenses is
reasonable.

   

   

 COMMENT
5:

 (Principal Investment
Strategy)

 Please clarify that “an indexing
investment approach” means the Fund is passively managed. Describe the kind of performance that the Fund tracks more specifically.

   

   

Response:

The Registrant has incorporated this comment by revising the disclosure as follows:

 “The Fund employs an indexing
(or ‘passive’) investment approach designed to track the performance of the Index, which is constructed by Harbor Capital Advisors, Inc. (“Harbor Capital,” the
“Advisor” or the “Index Provider”) in accordance with a proprietary, rules-based methodology. The Fund invests at least 80% of its total assets in securities that are included in the Index. The Index is designed to
deliver exposure to equity securities of small cap U.S. companies that are profitable, or “small cap earners,” based on a profitability weighting schema produced by Harbor Capital Advisors, Inc. (“Harbor Capital”, the “Advisor” or the “Index Provider”)the Index
Provider’s methodology.”

   

   

COMMENT 6:

(Principal Investment Strategy)

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 Page 4

Please insert the word “directly” between “assets” and “in securities,” or supplementally explain why that would
not be correct and why the substitution would be inappropriate. If your response above is that the addition of the word “directly” is inappropriate, please clearly identify what type of instruments are used to obtain indirect exposure to
the Index.

   

   

Response:

The Registrant respectfully notes that the addition of “directly” is unnecessary as the disclosure states that “[t]he Fund
invests at least 80% of its total assets in securities that are included in the Index” and does not indicate that indirect exposure will count toward the 80% test. The Registrant notes that it is not its standard practice to include
“direct” whenever it sets forth an investment restriction. Accordingly, the Registrant respectfully declines to make the proposed change, but supplementally confirms that only direct investments in securities included in the Index will
count toward the 80% test.

   

   

COMMENT 7:

(Principal Investment Strategy)

Please clarify how the Fund defines “U.S. companies.”

   

   

Response:

The Registrant defines “U.S. companies” according to the criteria used to determine what is a “U.S. company” for purposes
of inclusion in the Russell 2000® Index.

The Registrant has added the following disclosure:

“The Index Provider determines whether an issuer is a U.S. issuer by reference to the Russell 2000® Index methodology. For purposes of that methodology, an issuer is deemed to be a U.S. issuer if it is incorporated in, has a stated headquarters in, and trades in the U.S.; if any of these do not
match, the methodology provides for consideration of certain additional factors.”

 June 18, 2024

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 COMMENT
8:

 (Principal Investment
Strategy)

 Please explain in plain English what is
meant by “small cap earners” and the basic schema referenced in the first paragraph of the Principal Investment Strategy. Investors should be able to easily understand what the Index does, why it does it, and the investment exposure it
provides.

 

  

Response:

 Please see the
Registrant’s response to Comment 5 above. In addition, the Registrant has revised the second paragraph and beginning of the third paragraph as follows:

 “Constituents of the Russell 2000® Index, which intends to track the performance of 2,000 U.S. small-cap equities, including American depositary receipts and real estate investment
trusts (“REITs”), based on free float market capitalization at the time of Index reconstitution are eligible for inclusion in the Index (the “Index Universe”). All companies in the Index Universe that are
“profitable” at the time of the Index reconstitution based on the Index Provider’s methodology are included in the Index. The Index Provider uses operating margin (defined as operating profit divided by sales) to determine
profitability. Specifically, the Index Provider considers a company to be profitable where it meets Included in the Index is each company in the Index Universe meeting both of the following
profitability criteria at the time of Index reconstitution: (1) median trailing 12-month operating margin (defined as operating profit divided by sales) over
the prior 12 quarters greater than or equal to 1%; and (2) aggregate operating margin over the prior 12 quarters greater than or equal to 1%. Each Index constituent is weighted by profitability relative to other Index constituents over the trailing
three-year period based on Harbor Capital’s profitability weighting schema. As of JanuaryMay 31, 2024, the largest market capitalization in the Index Universe was $45.4 billion and the median market capitalization in the Index Universe was $919 million market capitalization range of the
Index Universe was approximately $[ ] million to $[ ] billion, with a median market capitalization of $[ ] million. The market capitalization range of the Index Universe is expected to
change frequently.

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The Index has been created by Harbor Capital and is calculated, published and distributed by Solactive AG
(“Solactive”). The Index is reconstituted and rebalanced twice annually to Harbor Capital’s relative profitability weighting schemain accordance with the
methodology. The Fund will be reconstituted and rebalanced following the same schedule as the Index. The Fund may concentrate its investments in a particular sector, industry or group of
industries from time to time to approximately the same extent that the Index concentrates in a sector, industry or group of industries, or as is otherwise necessary to track the performance of the Index. As of the date of this Prospectus, the Index
is not concentrated in any sector, industry or group of industries. The components of the Index, including the number of components and the degree to which these components represent certain sectors, industries, or groups of
industries may change over time.”

 

  

COMMENT 9:

 (Principal Investment
Strategy)

 Please clearly
explain what the operating margin is and is not, in terms of a company’s earnings. Explain why the Fund believes calling the constituents “earners” is appropriate and tell the Staff what percentage of the portfolio reports net income
based on GAAP. Consider the need for revised risk disclosure based on this response.

 

  

Response:

 Please see
the response to Comment 8 above. The Index Provider utilizes operating margin (operating profit divided by sales) to measure profitability. Operating margin does not include interest, taxes or certain extraordinary or
one-time items, but does include interest income for banks and funds from operations for REITs. The Index Provider believes that operating income is an appropriate reflection of companies’ core earnings
and therefore is an appropriate profitability measure.

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The Registrant considers Index constituents to be “earners” for purposes of the Fund because they meet the Index
Provider’s criteria for profitability. The Registrant believes that its revised risk disclosure as set forth in response to Comment 18 appropriately addresses the fact that others might use other definitions of profitability. The Registrant
supplementally notes that, based on a list of anticipated Index constituents as of a recent date, all Index constituents reported GAAP earnings.

 

  

COMMENT 10:

 (Principal Investment
Strategy)

 If ADRs and REITs
are not principally represented in the Russell 2000 Index from which constituents will be drawn, please consider whether it is more appropriate to identify these specific instruments less prominently in the prospectus (e.g., Item 9).

 

  

Response:

 The
Registrant has removed the references to ADRs from the disclosures. The Registrant has retained references to REITs given that REITs are included in the Index Universe.

 

  

COMMENT 11:

 (Principal Investment
Strategy)

 Harbor Capital is
identified as the Fund’s Advisor and the Index Provider. Given that the Index Provider is an affiliate of the Fund, the Staff believes that the Fund cannot rely on the First Australia Fund No Action Letter (July 29, 1999) (“First
Australia”) to concentrate in the manner disclosed. Accordingly, please remove all statements indicating the Fund will concentrate to the same extent as the index it tracks.

 

  

 Response:

 While
the Fund does not intend to rely on First Australia for the purpose of its concentration policy, the Registrant believes that the Fund’s concentration policy is consistent with Section 8(b)(1) of the
Investment

 June 18, 2024

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Company Act of 1940, as amended (the “1940 Act”), and applicable Staff interpretations of such section,
including in First Australia. Section 8(b)(1) requires a fund to recite in its registration statement, among other things, whether it reserves the freedom to concentrate investments in a particular industry or group of industries (a fund
is concentrated if it invests more than 25% of the value of its assets in any one industry1). If such freedom is reserved, Section 8(b)(1) requires the fund to include a statement briefly
indicating, insofar as is practicable, the extent to which the fund intends to concentrate its investments.2 First Australia further explains, in pertinent part, that:

 To satisfy this
standard, we believe that a fund must clearly describe, in as much detail as is practicable, the circumstances under which the fund may concentrate its investments…by setting clear, objective limitations on the manager’s ability to freely
concentrate in an industry. (footnotes omitted).

The Registrant believes that the Fund’s concentration policy is consistent with the guidance referenced
above. Given that the Fund is an index-tracking, passively managed ETF, the Advisor, in its capacity as such, has no discretion to make concentration determinations for the Fund (except to the extent necessary to track the Index). In addition,
even though the Index Provider is also the Advisor, the personnel of the Advisor who are responsible for the day-to-day portfolio management of the Fund have no
discretion over the construction of the Index. The Index is rules-based and has been designed to operate strictly in accordance with its stated methodology. The Fund’s portfolio managers have no authority to change the Index’s methodology.
The Index is

 1 See Investment Company Act Rel. No. 9011 (Oct. 30, 1975).

 2 Id.

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 Page 9

calculated and published by Solactive AG, an independent third party. The Advisor has implemented and maintains an information barrier around
personnel who have access to information concerning changes and adjustments to the Index, which is intended to prevent any inappropriate dissemination of Index information to Advisor personnel that have portfolio management responsibilities for the
Fund.

 We further note that the Fund’s
concentration policy is similar to those of other index-tracking ETFs for which the advisor also serves as the index provider. For the foregoing reasons, we believe that the Fund’s concentration policy complies with Section 8(b)(1) of the
1940 Act.

 

  

 COMMENT 12:

 (Principal Investment
Strategy)

 The Fund’s Index selection
description provides criteria that appear to be rules based and non-discretionary. However, the overall strategy description does not provide the context necessary to support an informed investment decision.
Please revise the second Principal Investment Strategy paragraph to give readers a more functional understanding of what “a profitability weighting schema” is, why the Advisor’s criteria are profitability indicators, and how the
resulting calculation produces a narrower portfolio of “small cap earners” demonstrating a yield consistent with the intended performance of a small cap earners index. Finally, the revised disclosure should explain industr