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CORRESP

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Street

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 www.dechert.com

                     

 EDWIN BATISTA

 edwin.batista@dechert.com

+1 617 728 7165 Direct

 April 1, 2025

 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. 72

 
 File Nos. 333-255884; 811-23661

Ladies and Gentlemen:

 This
correspondence is being filed for the purpose of responding to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) provided by Ms. Kimberly Browning of the Division of Investment
Management with respect to Post-Effective Amendment (“PEA”) No. 72 to the Registrant’s registration statement on Form N-1A under the Securities Act of 1933, as amended (the “1933 Act”). PEA No. 72 was filed for the
purpose of registering shares of Harbor Emerging Markets Select Equity ETF (now Harbor Emerging Markets Select ETF), Harbor Emerging Markets Equity ETF, Harbor International Equity ETF, Harbor Mid Cap Core ETF, Harbor Mid Cap Value ETF, Harbor SMID
Cap Core ETF, Harbor SMID Cap Value ETF, and Harbor Transformative Technologies ETF (each, a “Fund” and, collectively, the “Funds”) as new 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 PEA No. 72.

COMMENT 1:

To the extent the filing contains blank or bracketed information, please confirm the Registrant will file a complete registration statement in its next amendment.

Response:

The Registrant confirms that it will file a complete registration statement in its next amendment.

COMMENT 2:

Please provide responses as soon as possible but at least within five business days prior to the date of effectiveness.

Response:

The Registrant acknowledges this comment.

 April 1, 2025

Page 2

COMMENT 3:

Comments are global and apply to identical or similar pieces of disclosure in the filing.

Response:

The Registrant acknowledges this comment and has responded accordingly.

COMMENT 4:

If you determine to decline a comment, please explain your position including your well-reasoned legal arguments in support of your views.

Response:

The Registrant acknowledges this comment and has responded accordingly.

COMMENT 5:

Please do not rephrase comments to state they are for consideration unless the Staff explicitly says the comments are for consideration.

Response:

The Registrant acknowledges this comment and confirms that it has not so rephrased the Staff’s comments.

Harbor Emerging Markets Select Equity ETF

COMMENT 6:

The term “equity” is included in the Fund’s name. Please specify the types of equity securities that will be included in the Fund’s Rule 35d-1 80% basket. If the Fund’s 80% basket will consist of common
stock of emerging market issuers, please state that in plain English.

Response:

 The Registrant has removed the term “equity” from the Fund’s name and therefore has also removed equity securities from the
80% policy, as they are no longer required to be included in that policy. The Fund’s revised name is Harbor Emerging Markets Select ETF. The Registrant has revised the disclosure as follows:

 “Under normal circumstances, the Fund invests at least 80% of its net assets,
plus borrowings for investment purposes, in equity securities of companies economically tied tolocated in emerging market countries, which the Fund defines as those countries included in the
MSCI Emerging Markets Index (the “Index”). The investment strategy utilized by C WorldWide Asset Management Fondsmaeglerselskab A/S, the Fund’s subadvisor (the “Subadvisor”), identifies equity securities
of companies of all market capitalizations for potential investmentfocuses on identifying companies with market capitalizations of at least $500 million at the time of acquisition.”

COMMENT 7:

With respect to the statement that the Fund’s Subadvisor “focuses on identifying companies with market capitalizations of at least $500 million at the time of acquisition,” please revise to delete vague and ambiguous
terms such as “focuses on” and state the specific capitalizations of issuers in which the Fund will invest principally and add correlating risk disclosure.

Response:

The Registrant has incorporated this comment and revised the disclosure as set forth in response to Comment 6.

 April 1, 2025

Page 3

COMMENT 8:

The Staff notes that the Fund lacks disclosure regarding investments in small and micro cap stocks. The Staff notes that it considers stocks of issuers with market capitalizations below $1 billion to be micro cap stocks. Please add
disclosure regarding the Fund’s ability to invest in micro cap and/or small cap stocks.

Response:

 The Registrant has incorporated this comment by removing its risk disclosure regarding investments in specific market capitalizations and
adding the following Item 4 risk disclosure:

 “Market Capitalization
Risk: The Fund may invest in companies of any market capitalization. Securities of smaller companies are usually less stable in price and less liquid than those of larger, more established companies. Smaller companies may
have limited product lines, markets and financial resources. Additionally, small- and mid-cap stocks may fall out of favor relative to large cap stocks, which may cause the Fund to underperform other equity funds that focus on
larger capitalized companies. Likewise, large cap stocks may fall out of favor relative to small- and mid-cap stocks, which may cause the Fund to underperform other equity funds that focus on smaller capitalized
companies.”

COMMENT 9:

With respect to the statement “[t]hese companies are characterized by their ability to generate high relative returns on invested capital over the long term,” please define in plain English what is meant by “high
relative returns” and indicate the source of that definition.

Response:

 The Registrant has incorporated this comment and revised the disclosure as follows:

 “In seeking to identify companies for the Fund’s portfolio,
the Subadvisor conducts qualitative assessments of companies, including, among other criteria, each company’s business model, management, and financial and valuation metrics. The Subadvisor seeks to identify what it believes
to be high-quality companies that are either market leaders or emerging leaders within their industries and countries. The Subadvisor characterizes theseThese companies are characterized
by their ability to generate high relative returns (as compared with those of a benchmark or peer firms) on invested capital over the long term (typically defined by the Subadvisor as five years or more).
The Subadvisor aims to construct a portfolio of companies exposed to diverse structural growth themes (i.e., a variety of potential drivers of growth). The investment process generally results in a portfolio of 40-50
companies and, from time to time, may result in substantial investments in particular countries, geographic regions or sectors. Country, geographic region and sector allocations are the outcome of the Subadvisor’s stock selection
process.

COMMENT 10:

With respect to the reference to “diverse structural growth themes,” if the Fund has selected any particular theme or themes for its principal investment strategy, please describe such themes in the principal investment
strategy disclosure.

 April 1, 2025

Page 4

Response:

The Registrant notes that the Fund is not intended to provide exposure to a particular theme, but rather themes the Subadvisor identifies over time in accordance with its investment process that arise due to current market trends.
As the Subadvisor does not target exposure to a particular theme, for example, exposure to artificial intelligence, but rather exposure to growth drivers generally, the Registrant does not believe additional disclosure is necessary.

COMMENT 11:

Please confirm supplementally that the Advisor does not have recoupment rights with respect to the operating expenses it will bear on behalf of the Fund.

Response:

The Registrant confirms that the Advisor does not have recoupment rights with respect to the operating expenses it will bear on behalf of the Fund.

COMMENT 12:

Please confirm supplementally that the Fund is not targeting investment in any particular countries, geographic regions or sectors as part of its principal investment strategy.

Response:

The Registrant confirms that the Fund is not targeting investment in any particular countries, geographic regions or sectors as part of its principal investment strategy.

COMMENT 13:

Please confirm supplementally that the Fund has not established any allocation policies with respect to investments in any particular countries, geographic regions or sectors.

Response:

The Registrant confirms that the Fund has not established strict allocation polices with respect to investments in any particular countries, geographic regions or sector

COMMENT 14:

The Staff notes that the Item 9 disclosure indicates that each Fund in this prospectus uses an ESG integration strategy, whereas only the principal investment strategy disclosure for Harbor Transformative Technologies ETF describes
the Fund’s investment strategy as one that involves ESG integration. Please reconcile the Item 9 disclosure regarding ESG integration with each Fund’s Item 4 strategy disclosure.

Response:

The Registrant notes that each Fund’s Item 4 strategy disclosure states that the Fund’s Subadvisor will consider certain ESG factors in making investment decisions. While only the principal investment strategy disclosure
for Harbor Transformative Technologies ETF uses the term “integrates” in its ESG disclosure, the same term used in Item 9, the Registrant respectfully notes that the terms “integration” or “integrates” are not meant to
describe a particular investment strategy. The Registrant respectfully believes that the Item 9 disclosure correlates to each Fund’s Item 4 strategy disclosure that describes the Funds’ ESG investment strategies in the following terms:
“the Subadvisor’s assessment of a company’s business practices includes a consideration of [ESG] factors,” “the Subadvisor considers [ESG] factors” or “the Subadvisor integrates research regarding [ESG]
factors.”

 April 1, 2025

Page 5

COMMENT 15:

The principal investment strategy disclosure for the Fund suggests that ESG factors are considered for each of the Fund’s investments. Please reconcile this with the Item 4 risk disclosure regarding ESG risk that states
“ESG factors may not be considered for every investment decision.”

Response:

 The Registrant has incorporated this comment and revised the disclosure as follows:

 “The Subadvisor’s assessment of a company’s business
practices includes a consideration of environmental, social and/or governance (‘ESG’) factors bearing on a company’s governance. In incorporating ESGgovernance
factors into its investment process, the Subadvisor seeks to identify sustainable growth companies that follow good business practicesinvest in companies with strong management and governance structures. In
the Subadvisor’s view, these are companies with strong corporate governance practices and ethics, laying the foundation for a sustainable business model. The Subadvisor’s assessment is based on its internal research as
well as third-party data. The key ESGgovernance considerations may vary depending on the industry, sector, geographic region or other factors and the business of each issuer. Governance factors may not
be considered for every investment decision and the Fund may invest in a company that rates poorly on governance factors if it rates well on other criteria.”

COMMENT 16:

Please disclose in the Item 4 strategy disclosure that the Fund may invest in companies that score poorly on ESG criteria.

Response:

The Registrant has incorporated this comment and revised the disclosure as set forth in response to Comment 15.

COMMENT 17:

Please harmonize the Item 9 disclosure regarding equity securities that notes the Fund may invest in common stock and depositary receipts with the Item 4 strategy disclosure which states that the Fund may invest in common stock,
depositary receipts and participatory notes. Please further confirm that the Fund’s investments in depositary receipts and participatory notes are part of the Fund’s principal investment strategy and revise use of the term
“primarily” to “principally” as needed.

Response:

 The Registrant has incorporated this comment and revised the disclosure as follows:

 “The Fund invests principallyprimarily in common
stock, butand may also invest in depositary receipts [and participatory notes]. The Fund may invest in foreign currencies and may engage in other foreign currency transactions
for investment or hedging purposesin connection with investments in foreign issuers.

 April 1, 2025

Page 6

COMMENT 18:

With respect to the statement “[t]he Fund may invest in foreign currencies and may engage in other foreign currency transactions for investment or hedging purposes,” please define and specify the “other foreign
currency transactions” in which the Fund invests principally and include attendant Item 4 risk disclosure. Further, please clarify if the use of the phrase “for investment” is meant to indicate that the Fund may engage in
foreign currency transactions for speculative purposes. If so, add attendant Item 4 risk.

Response:

The Registrant believes that the current level of detail regarding the foreign currency transactions in which the Fund may engage is appropriate given the limited extent to which the Subadvisor anticipates engaging in these types of
transactions at this time. To the extent the Subadvisor engages in such transactions to a greater extent in the future, the Registrant will consider additional strategy and/or risk disclosure as appropriate. The Registrant has incorporated the
second part of this comment and revised the disclosure as set forth in response to Comment 17.

COMMENT 19:

With respect to the statement “[t]he Subadvisor maintains a long-term investment horizon,” please define “long-term investment horizon” in plain English and provide the source of that definition.

Response:

 The Registrant has incorporated this comment and revised the disclosure as follows:

 “The Subadvisor maintains a long-term investment horizon (which it generally
defines as five years or more).”

COMMENT 20:

If the Fund has a 20% basket for purposes of the Fund’s principal investment strategy, please summarize the specific investments that would be included in the 20% basket.

Response:

The Registrant confirms that the Fund does not utilize its 20% basket as part of its principal investment strategies.

Harbor Emerging Markets Equity ETF

COMMENT 21:

Please specify in plain English the “other investments” referenced in the Fund’s statement regarding its 80% policy.

Response:

 The Registrant has incorporated this comment and revised the disclosure as follows:

 “The Fund invests primarily in equity securities, principally common stocks,
of emerging markets companies. Under normal circumstances, the Fund invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of companies located in emerging market countries or
other investments that are tied economically to emerging market countries. For purposes of this policy, equity securities are defined as an ownership interest, or the right to acquire an ownership interest, in an issuer. Equity
securities include common stocks (including depositary receipts evidencing ownership of common stock), preferred stocks and other preferred securities, convertible securities, rights and warrants, and other securities, such as hybri