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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 10, 2024

 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 supplemental 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, and pre-effectively amended on December 18, 2023 (the
“Registration Statement”). The Registrant previously responded to comments provided by the Staff in correspondence submitted December 13, 2023 (the “Initial Response Letter”) and January 9, 2024.

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:

The Staff reminds the Registrant that it and its management are responsible for the accuracy and adequacy of the Registrant’s disclosures, notwithstanding any review, comments, action or absence of action by the
Staff.

Response:

The Registrant acknowledges this statement.

 January 10, 2024

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COMMENT 2:

Please add any missing information in the next pre-effective amendment to the Registrant’s registration statement.

Response:

The Registrant confirms that it will add any missing information in the next pre-effective amendment to the Registrant’s registration statement.

COMMENT 3:

Regarding your response to Comment 8 in the Initial Response Letter, please supplementally explain what is meant by “the time of filing.”

Response:

As used in its response to Comment 8 in the Initial Response Letter “the time of filing” refers to the time of the filing of the Registrant’s next pre-effective amendment to
Form N-1A. The Registrant continues to expect that acquired fund fees and expenses will not exceed 0.01% of either Fund’s net assets.

COMMENT 4:

Regarding your response to Comment 12 in the Initial Response Letter, the Staff still objects to the use of the term “additional” to describe the Funds’ risks, as Form N-1A has
specific terms used to describe risks. Please include the revised disclosure in your response.

Response:

 The Registrant respectfully notes that the use of the term “additional” is not meant to characterize certain risks in a manner not
prescribed by Form N-1A. The disclosure in the “Principal Investments” section that refers to “additional risk factors” is stating that discussion of
non-principal risks may be found in the Funds’ SAI. Notwithstanding the foregoing, the Registrant has removed the following sentence from the disclosure:

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

COMMENT 5:

 (SAI – Each Fund – The Adviser and Subadviser)

In relation to Comment 13B in the Initial Response Letter, the Staff considers all sub-advisory fees paid to be fees
paid by the Fund and therefore required to be disclosed pursuant to Item 19(a)(3) of Form N-1A. Please include sub-advisory fee rates in the SAI. Please note see the
Securities and Exchange Commission statement in Proposed Rule: Exemption from Shareholder Approval for Certain Subadvisory Contracts, IC-26230 (Oct. 23, 2003), at note 22 (the “2003
Release”).

 January 10, 2024

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Response:

The Registrant has responded to this comment in the correspondence submitted January 9, 2024.

COMMENT 6:

To the extent the Staff requested disclosure concerning acceptance of redemption orders in the Initial Response Letter, the Staff reissues those comments. The existing disclosure at times suggests there are multiple definitions of
“proper form.” Please clarify in plain English what a shareholder must do to receive the proceeds of their redemption request.

Response:

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

 “The Distributor and Shareholder Services have contracted with certain
intermediaries to accept and forward purchase orders to the Funds on your behalf. These contracts may permit a financial intermediary to forward the purchase order and transmit the funds for the purchase order to Harbor Funds II by
the next business day. Your purchase order must be received in proper form by these intermediaries before the close of regular trading on the NYSE to receive that day’s share price.
“Proper form” means that specific trade details and customer identifying information must be received by the intermediary at the time an order is
submitted. Shares of the Embark Funds are available only through Wells Fargo Clearing Services, LLC and Wells Fargo Bank, N.A., and through retirement plans sponsored by Harbor Capital Advisors, Inc.
“Proper form” generally means that specific trade details and customer identifying information must be received by the intermediary at the time an order is submitted, but you should contact your intermediary
for more information about the requirements it imposes for orders to be in proper form.”

COMMENT 7:

Regarding your response to Comment 16 in the Initial Response Letter, the Staff continues to object to the revised disclosure. The revised disclosure implies that there is an additional step beyond acceptance of a redemption order
for a shareholder to redeem their shares of the Funds.

 January 10, 2024

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Response:

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

 “Shares may be purchased through an account with a financial intermediary that has
an agreement with the Distributor to sell Fund shares. Your financial intermediary must receive your order in proper form to purchase shares before the close of regular trading on the New York Stock Exchange (“NYSE”),
usually 4:00 p.m. Eastern time, to receive that day’s share price. Orders received after the close of the NYSE will receive the next business day’s share price. Purchase orders will only be accepted
by Harbor Funds II if in proper form. See “Investing Through a Financial Intermediary” for additional information.”

The Registrant has further revised the disclosure as follows:

“All orders to exchange shares received in proper form by your financial intermediary before the close of regular trading on the NYSE, usually 4:00
p.m. Eastern time, will receive that day’s share price. Orders received in proper form after the close of the NYSE will receive the next day’s share price. All exchanges are subject to acceptance by
Harbor Funds II. The exchange privilege is not intended as a means for short-term or excessive trading. Harbor Funds II at all times reserves the right to reject the purchase portion of any exchange transaction for any
reason without prior notice if Harbor Funds II determines that a shareholder has engaged in excessive short-term trading that Harbor Funds II believes may be harmful to a Fund. As noted above, for more information about Harbor Funds
II’s policy on excessive trading see ‘Excessive Trading/Market Timing.’”

COMMENT 8:

The existing disclosure states that Harbor Funds II reserves the right to cease offering a Fund’s shares at any time to all or certain groups of investors. Please clarify why the Fund would cease offering shares at any time to
all or certain groups of investors. You may explain supplementally what this means and provide examples. Revisions to the disclosure may not be necessary.

Response:

The Registrant has included this disclosure because the Funds are under no obligation to offer their shares. The Funds may determine to cease offering Fund shares completely for any number of reasons, including a lack of securities
in which to invest or the termination of the Funds. The Funds may determine to cease offering Fund shares to a certain group of investors by, for example, no longer offering shares through a particular
intermediary.

 January 10, 2024

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COMMENT 9:

Regarding your response to Comment 22 in the Initial Response Letter, please further revise what it means “to act on instructions reasonably believed to be genuine.” The revised disclosure remains broad and does not
articulate criteria.

Response:

The Registrant has removed this disclosure.

COMMENT 10:

Regarding your response to Comment 26 in the Initial Response Letter, please confirm whether the Commodity Fund will derive its returns principally from swaps. The implication that swaps will not be principally used is not
sufficient; it needs to be stated directly. If the Fund will derive its returns principally from swaps, we reissue the comment to add the footnote. In other disclosure throughout, please clarify whether the Fund will invest in derivatives as opposed
to that it may invest in derivatives.

Response:

The Registrant does not anticipate that the Fund will derive returns principally from swaps and, therefore, does not believe these implied costs will be significant. Therefore, the Registrant respectfully declines to include
the footnote.

COMMENT 11:

Regarding your response to Comment 28A in the Initial Response Letter, the Staff reissues the comment to define “short-term” as used in the Item 4 disclosure. Please revise to have the disclosure indicate how the Fund
defines “short-term”.

Response:

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

 “As collateral for the Fund’s derivatives holdings or to
generate interest income and capital appreciation on the cash balances arising from its use of derivatives, the Fund will invest in investment-grade, short-term debt
instruments and money market funds. With respect to debt instruments, the Fund invests in U.S. Treasury bills with maturities
of less than 12 months as well as corporate bonds, commercial paper, and other U.S. Treasury securities (including U.S. Treasury inflation-protected securities (TIPS)), typically in maturities
of less than 12 months, and repurchase agreements on any such instruments. While there are no restrictions as to the maturity or duration of debt
instruments in which the Fund invests, the Fund typically invests in debt instruments with maturities of less than 12 months.”

 January 10, 2024

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COMMENT 12:

Regarding your response to Comment 28B in the Initial Response Letter, please explain what is meant by the “top four long-term rating categories.” Please also add risk disclosure indicating that lower grade investment
grade securities have speculative characteristics. Please also provide one example of the National Securities Rating Organizations that will be used for ratings. Please also clarify what it means by “other rating” as used in the disclosure
under the “Credit Quality” sub-heading. Please revise “the Fund’s minimum acceptable credit rating” to state “below investment grade.”

Response:

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

 “CREDIT QUALITY

 Embark Commodity Strategy Fund invests in investment-grade fixed income securities.

 Securities are investment-grade if:

 •  They are rated in one of the
top four long-term rating categories (which are ratings assigned to securities based on an assessment of the issuer’s risk of default) of a nationally
recognized statistical rating organization (i.e., Moody’s Investor Service, Inc., Standard & Poor’s Rating Services or Fitch, Inc). For example,
the Fund will consider a security to be investment grade if it is rated AAA, AA, A or BBB by Standard & Poor’s Rating Services.

•  They have received a comparable short-term or other
rating.

•  They are unrated securities that the Subadvisor believes to be of comparable quality to rated
investment-grade securities.

 If a security receives different ratings, the Fund
will treat the security as being rated in the highest rating category. The Fund may choose not to sell securities that are downgraded below the Fund’s minimum acceptable credit rating investment grade after their purchase. Credit ratings may not be an accurate assessment of liquidity or credit
risk. Securities with lower investment grade ratings have speculative characteristics.”

 January 10, 2024

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COMMENT 13:

Regarding your response to Comment 32 in the Initial Response Letter, please revise Investment in Other Investment Companies risk disclosure to reflect that the only other investment companies in which the Fund invests as a
principal investment strategy are money market funds.

Response:

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

 “Investment in Other Investment Companies
Money Market Funds Risk: Investments in other investment companies (including money
market funds) are subject to market and selection risk. In addition, if the Fund acquires shares of money market
funds investment companies, shareholders bear both their proportionate share of expenses in the Fund and, indirectly, the expenses of the investment
companies money market funds.”

COMMENT 14:

Regarding your response to Comment 58A in the Initial Response Letter, the revised disclosure states that, for purposes of the Small Cap Fund’s 80% test, the term “equity securities” includes all types of equity
securities. Other disclosure, however, indicates that only certain types of equity securities will be used for principal investment. How is the revised text accurate? Each type of principal investment should be listed in Item 9. This language
suggests a larger scope of investments than what is included in Item 9.

Response:

The Registrant respectfully submits that the securities a fund may count for purposes of its 80% policy do not necessarily represent only the securities in which the fund invests principally. The Registrant notes that the referenced
disclosure is immediately followed by the phrase “although the Fund invests primarily in common stocks of U.S. issuers.” Accordingly, the Registrant included Item 9 disclosure regarding common stock, as well as other securities in which
the Fund may principally invest. The Registrant respectfully believes, however, that additional equity securities in which the Fund invests as part of a non-principal investment strategy may be considered for
purposes of satisfying the Fund’s 80% policy.

 January 10, 2024

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COMMENT 15:

Regarding your response to Comment 65 in the Initial Response Letter, clarify if the Small Cap Equity Fund will invest in publicly traded REITs and/or non-listed REITs and add attendant risk
disclosure.

Response:

The Registrant has incorporated this comment and revised the disclosure as presented in response to Comment 23.

COMMENT 16:

Regarding your response to Comment 67B, please include the added disclosure regarding the inclusion of derivatives that have similar economic characteristics in the Small Cap Equity Fund’s 80% policy in Item 4.

Response:

 The Registrant has incorporated this comment and revised the disclosure by adding the following disclosure at the end of the first paragraph
of the Item 4 strategy:

 “The market value of derivatives that have economic
characteristics similar to equity securities of small cap companies will be counted for the purpose of investing at least 80% of the Fund’s net asse