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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

 December 13, 2023

 VIA
ELECTRONIC TRANSMISSION

 Securities and Exchange Commission

100 F Street, NE

 Washington, DC 20549

Re:
 Harbor Funds II (the “Registrant”)

Initial Registration Statement on Form N-1A

File Nos. 333-274946; 811-23907

 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 A. Browning of the Division of Investment Management with respect to the Registrant’s initial registration statement on Form N-1A, which was filed on October 11, 2023
(the “Registration Statement”).

 The Registration Statement was filed for the purpose of registering shares of the following
initial series of the Registrant: (i) Embark Commodity Strategy Fund and (ii) Embark Small Cap Equity Fund (collectively, the “Funds”).

Set forth below are the Staff’s written comments together with the Registrant’s responses. Terms used but not defined herein have
the same meaning as in the Registration Statement.

COMMENT 1:

 (Prospectus – Cover Page)

Given the disclosure concerning regulation by the Commodity Futures Trading Commission (the “CFTC”), please expand the legend required by Rule 481
under the Securities Act of 1933 (the “Securities Act”) to reference the CFTC.

 December 13, 2023

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Response:

 The Registrant has revised the disclosure as follows:

The Securities and Exchange Commission (SEC)
hasand the Commodities Futures Trading Commission have not approved any Fund’s shares as an investment or
determined whether this Prospectus is accurate or complete. Anyone who tells you otherwise is committing a crime.

COMMENT 2:

 (Prospectus – Each Fund – Principal Investment Strategy)

 A fund is required to specify how it intends to achieve its investment objectives by
identifying the fund’s principal investment strategies (including the type or types of securities in which the Fund invests or will invest principally). See Items 4 and 9 of Form N-1A. Accordingly, please delete terms and phrases that suggest
the Fund’s description of its investment strategies and risks, including the investments the Fund will use, is incomplete. For example, in the Embark Commodity Strategy Fund’s Item 4 strategy summary, the penultimate paragraph’s
first sentence states, “[a]dditional commodity-linked instruments in which the Fund may also invest include, but are not limited to . . . .” (Emphasis added). Please delete the phrase “but are not limited to” and confirm that
Prospectus explains each investment in which the Fund invests principally, along with all attendant principal risks. Further examples of terms or phrases that should not be used include “such as” and “other.”

Response:

 The Registrant has revised the disclosure to delete the following statement:

 Additional commodity-linked instruments in which the Fund
may also invest include, but are not limited to, options on futures, commodity options, commodity forwards, and/or commodity-linked notes that provide exposure to the investment returns of the commodities markets.

 Please also see disclosure updates in response to Comments 27, 28B, 29A, 29B, 32, 36A,
36C, 38A, 44A, 45, 49A, 51, 58A, 62, 65, 67A, 68 and 71B.

 The Registrant confirms
that the Prospectus explains each investment in which the Fund invests principally, along with all attendant principal risks.

 December 13, 2023

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COMMENT 3:

 (Prospectus – Each Fund)

In certain instances, the Fund describes its principal investment strategies and/or risks in generalized terms and/or merely lists various investments without
explaining them and/or how the Fund will use them to achieve its investment objective. Please revise the text to provide the level of specificity Form N-1A requires a fund to provide about its principal strategies and risks. See Id. For example,
revise the derivatives risk disclosure in the Embark Commodity Strategy Fund’s Item 4 risk section to summarize the risks of the actual derivative instruments in which the Fund invests principally. See Letter from Barry D. Miller,
Associate Director, Division of Investment Management, U.S. Securities and Exchange Commission, to Karrie McMillan, General Counsel, Investment Company Institute (July 30, 2010), available at
https://www.sec.gov/divisions/investment/guidance/ici073010.pdf.

Response:

Please see disclosure updates in response to Comments 2, 27, 28B, 29A, 29B, 32, 36A, 36C, 38A, 44A, 45, 49A, 51, 58A, 62, 65, 67A, 68 and 71B.

COMMENT 4:

 (Prospectus – Each Fund – Additional Information About the Funds’ Investments)

 As this registration statement includes a total of two funds, please clarify the text
referring to “certain of the Funds” (e.g., in the fifth paragraph on page 8).

Response:

 The Registrant has addressed this comment by removing the phrase “certain of” to clarify that the language in this section of
the Registration Statement refers to both Funds.

 See also the response to Comment
24.

COMMENT 5A:

 (Part C – Each Fund)

We note that Exhibit 28.d.(23) includes an incomplete description of a “Contractual Expense Limitation [Agreement]” that is “to be filed.”
Please file a final copy of any such agreement in your next pre-effective amendment to the registration statement.

 December 13, 2023

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Response:

The Registrant confirms that it will file a final copy of the expense limitation agreement in its next pre-effective amendment to the Registration Statement.

COMMENT 5B:

 (Part C – Each Fund)

To avoid investor confusion, please harmonize the name of the expense limitation agreement referenced in Exhibit 28.d.(23) with the term used in the fee table
(i.e., “Expense Reimbursement”).

Response:

The Registrant notes that the agreement is appropriately characterized as an expense “limitation” agreement given that it is an agreement to limit expenses to a specified rate for each class of each Fund (i.e., the
numbers specified therein are limits rather than reimbursement amounts). The Registrant believes that it is more appropriate to call the fee table line item “Expense Reimbursement,” as that line item reflects the amount being reimbursed to
achieve the limit specified in the agreement. The Registrant does not believe this will cause investor confusion.

COMMENT 6:

 (Prospectus – Each Fund – Fees and Expenses of the Fund)

 Please confirm that the “Expense Reimbursement” agreement reflected in the
fee table (and described in footnote 2) will be in effect for at least one year from the date of effectiveness of the Fund’s registration statement. If this will not be so, please relocate any discussion of the Expense Reimbursement from the
fee table and the footnotes thereto, and from the expense example, to the disclosure made in response to Item 10 or to Item 12 of Form N-1A.

Response:

The Registrant confirms that the expense limitation agreement reflected in the fee table for each Fund will be in effect for at least one year from the date of effectiveness of each Fund’s registration statement. The
Registrant has revised the disclosure to show the date through which each expense limitation agreement will be in effect.

 December 13, 2023

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COMMENT 7:

 (Prospectus – Each Fund – Fees and Expenses of the Fund)

 If the Expense Reimbursement agreement is reflected in the expense example, please
disclose that fact in the example’s preamble and supplementally confirm that the expense example reflects the Expense Reimbursement only for the term of the agreement.

Response:

 The Registrant confirms that the expense limitation agreement will be reflected in the expense example only for the term of the agreement.
The Registrant has revised the introduction to the expense example as follows:

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same (except that the Example incorporates the expense reimbursement arrangement only for the contractual period). Although your actual costs may be higher or
lower, under these assumptions, your costs would be:

COMMENT 8:

 (Prospectus – Embark Commodity Strategy Fund – Principal Investment Strategy)

 The Fund states it may invest in other investment companies, including ETFs. If the
Fund anticipates that the expenses associated with such investments will exceed 0.01% of the Fund’s net assets, please disclose the estimated amount of such expenses in a separate acquired fund fees and expenses caption in the fee table. If the
estimated expenses will be less than 0.01% of net assets, these expenses should be reflected in “Other Expenses.” If included, also disclose in a footnote that these expenses are based on estimated amounts for the current fiscal year.
See General Instructions 3(f)(i) and (iv) to Item 3.

Response:

The Registrant does not currently expect that acquired fund fees and expenses will exceed 0.01% of a Fund’s net assets. Therefore, any expenses associated with investment in other investment companies will be reflected in
“Other Expenses.” If at the time of filing acquired fund fees and expenses are expected to exceed 0.01% of a Fund’s net assets, the Registrant will include the separate line item and
footnote.

 December 13, 2023

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COMMENT 9:

 (Prospectus – Each Fund – Performance)

Please identify supplementally the broad-based securities market index that the Fund will utilize. See Item 4(b)(2) of Form N-1A.

Response:

The Registrant confirms that, prior to the compliance date for the Form N-1A tailored shareholder report amendments, Embark Commodity Strategy Fund will utilize the Bloomberg Commodity Index Total Return as its broad-based
securities market index and Embark Small Cap Equity Fund will utilize the Russell 2000 Index as its broad-based securities market index. Following the compliance date, Embark Commodity Strategy Fund will continue to utilize the Bloomberg Commodity
Index Total Return, while Embark Small Cap Equity Fund will utilize the S&P 500 Index.

COMMENT 10:

 (Prospectus – Each Fund – Buying and Selling Fund Shares)

 Please enhance the disclosure in the second sentence to explain briefly why
“[i]nvestors who wish to purchase, exchange or redeem shares should contact their financial intermediaries.”

Response:

 The Registrant has revised the disclosure as follows:

Shareholders may purchase or sell (redeem) Fund shares on any business day (normally any day the New York Stock Exchange is
open). InvestorsShares are available only through certain intermediary channels and investors who wish to
purchase, exchange or redeem shares should therefore contact their financial intermediary directly. There are no minimum investment amounts applicable
to the Fund.

COMMENT 11:

 (Prospectus – Each Fund – Additional Information about the Funds’ Investments)

 If the Fund will provide shareholders with prior notification regarding a change to the
Fund’s investment objective, please state as much and specify the amount of advance notice the Fund will provide (e.g., 60-days prior to the change).

 December 13, 2023

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Response:

 The Registrant has revised the disclosure as follows:

Embark Commodity Strategy Fund seeks total return. Embark Small Cap Equity Fund seeks long-term growth of capital. Harbor
Funds II’s Board of Trustees (the “Board of Trustees”) may change a Fund’s investment objective without shareholder approval. A Fund will provide
at least 60 days’ advance notice of a change in investment objective.

COMMENT 12:

 (Prospectus – Each Fund – Principal Investments)

 In describing the Fund’s principal investments and principal risks, please conform
the text to the terms required by Form N-1A (e.g., revise “main risks,” to “principal risks” and “additional risks” to “principal risks”). See paragraphs (a) and (b) of Item 4 and paragraphs (b) and (c) of
Item 9 of Form N-1A.

Response:

 The Registrant has revised the disclosure as follows:

The
mainprincipal risks associated with investing in each Fund are summarized in the Fund Summary section
at the front of this Prospectus.

 For additional risk
factors that are not discussed in this Prospectus because they are not considered mainprincipal risk factors,
see Harbor Funds II’s Statement of Additional Information.

An investment in a Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency. Fund shares will go up and down in price, meaning that you could lose money by investing in a Fund. Many factors influence a fund’s performance and a Fund’s investment strategy may not produce the
intended results.

 More detailed descriptions of certain of the main risks and additionalprincipal risks of certain of the
Funds are described below.

 The Registrant believes that the
reference to “additional risk factors” set forth in the Statement of Additional Information is appropriate.

 December 13, 2023

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COMMENT 13A:

 (Prospectus – Each Fund – The Advisor)

Based on the text, it is unclear if the Fund is operating pursuant to the “manager of managers” exemptive relief noted in the fifth paragraph on page
14. Please clarify the text accordingly.

Response:

 The Registrant has revised the disclosure as follows:

The Advisor may manage funds directly or
employemploys a “manager-of-managers” approach in selecting and overseeing investment subadvisers (each, a
“Subadvisor”) for each Fund. The Advisor makes day-to-day investment decisions with respect to each fund that it
directly manages. In the case of subadvised funds, the Advisor evaluates and allocates each Harbor
fund’sFund’s assets to one or more Subadvisors. For Harbor funds that employ one or more
discretionary subadvisors, such as Embark Commodity Strategy Fund, the Subadvisors are responsible for the day-to-day management of the assets of the Harbor funds allocated to
them. For Harbor funds that employ one or more non-discretionary Subadvisors, such as Embark Small Cap Equity Fund, the Advisor will make day-to-day investment decisions with respect to each such fundthe Fund to implement model portfolios provided by the
non-discretionary Subadvisors. Subject to the approval of the Board of Trustees, the Advisor establishes, and may modify whenever deemed appropriate, the investment strategy of each Fund. The Advisor also is responsible for
overseeing each Subadvisor and recommending the selection, termination and replacement of Subadvisors.

COMMENT 13B:

 (Prospectus – Each Fund – The Advisor)

Please specify to the staff the order mentioned in this section. Based on your response, we will issue comments concerning disclosure of the fees paid to the
respective Subadvisors of each Fund.

 December 13, 2023

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Response:

The order mentioned this section is Harbor Fund and Harbor Capital Advisors, Inc., Release No. IC-25370 (January 16, 2002) (notice) and IC-25415 (February 12, 2002) (order).

COMMENT 14:

 (Prospectus – Each Fund – Portfolio Management)

 Please state each portfolio manager’s business experience during the past 5 years.
See Item 10(a)(2) of Form N-1A.

Response:

 The Registrant has revised the portfolio manager biographies as follows:

 Jason Alonzo

 Mr. Alonzo joined Harbor Capital in 2023 as a Portfolio Manager.
Prior to joining Harbor Capital, Mr. Alonzo was a Managing Director, Portfolio Manager at JP Morgan Asset Management (2000-2021) and a Portfolio Manager at Bouchey
Financial