June 26, 2017
VIA ELECTRONIC TRANSMISSION
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Preliminary Proxy Materials for Harbor Funds (the “Trust”)
File Nos.33-5852 and811-4676
Ladies and Gentlemen:
Attached hereto for electronic filing on behalf of the Trust pursuant to Rule14a-6 of Regulation 14A under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Rule 101(a) of RegulationS-T are preliminary proxy materials consisting of the cover sheet required by Rule14a-6(m), a notice of meeting, a proxy statement and a form of proxy to be provided or made available to shareholders of Harbor Capital Appreciation Fund, Harbor Strategic Growth Fund, Harbor Mid Cap Growth Fund, Harbor Small Cap Growth Fund, Harbor Small Cap Growth Opportunities Fund, Harbor Large Cap Value Fund, Harbor Mid Cap Value Fund, Harbor Small Cap Value Fund, Harbor International Fund, Harbor Diversified International All Cap Fund, Harbor International Growth Fund, Harbor International Small Cap Fund, Harbor Global Leaders Fund, Harbor Emerging Markets Equity Fund, Harbor Commodity Real Return Strategy Fund, Harbor Convertible Securities Fund, Harbor High-Yield Bond Fund, Harbor Bond Fund, Harbor Real Return Fund, Harbor Money Market Fund, Harbor Target Retirement Income Fund, Harbor Target Retirement 2015 Fund, Harbor Target Retirement 2020 Fund, Harbor Target Retirement 2025 Fund, Harbor Target Retirement 2030 Fund, Harbor Target Retirement 2035 Fund, Harbor Target Retirement 2040 Fund, Harbor Target Retirement 2045 Fund, Harbor Target Retirement 2050 Fund and Harbor Target Retirement 2055 Fund (each a “Fund” and, collectively, the “Funds”), each a series of the Trust, in connection with the special meeting of shareholders of the Funds to be held on September 22, 2017. The Trust intends to hold joint shareholder meetings because the shareholders of each Fund are being asked to consider and vote on the same proposals.
The special meeting of shareholders to which the enclosed proxy materials relate is being held to consider the following matters: (i) to elect six nominees to the Board of Trustees of Harbor Funds, and (ii) to amend the Funds’ fundamental investment restrictions with respect to borrowing and lending to enable each Fund to borrow from and lend to other Funds in the Harbor Funds family.
Pursuant to Rule14a-6(d) under the 1934 Act, please be advised that the Trust intends to release the definitive proxy materials on or about July 10, 2017 to the shareholders of record of the Funds as of the record date.
If you have any questions or comments concerning the foregoing or the attached, please contact the undersigned at (312)443-4425.
Sincerely,
P.O. Box 804660 | Chicago, Illinois 60680-4108
800-422-1050 | www.harborfunds.com
Distributed by Harbor Funds Distributors, Inc.
U.S. Securities and Exchange Commission
June 26, 2017
Page 2 of 2
/s/ Erik D. Ojala
Erik D. Ojala
Vice President, Chief Compliance Officer
and Secretary
cc: Christopher | P. Harvey, Esq. |
Dechert LLP
David G. Van Hooser
Charles F. McCain
Harbor Funds