LSGR / Natixis ETF Trust II - Natixis Loomis Sayles Focused Growth ETF - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

1

August 9, 2024 U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, NE Washington, DC 20549-0504 Attention: Ms. Christina Fettig VIA EDGAR Re: Registrants: Natixis Funds Trust I (9/30/23 and 12/31/23), Natixis Funds Trust II (11/30/23 and 12/31/23), Natixis ETF Trust (12/31/23), Natixis ETF Trust II (12/31/23), Gateway Trust (12/31/23), Loomis Sayles Funds I (09/

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 12, 2024, pursuant to the provisions of Rule 12d2-2 (a).

April 19, 2024

April 19, 2024 U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, NE Washington, DC 20549-0504 Attention: Allison White, Esq. VIA EDGAR Re: Registrant: Natixis ETF Trust II File No.: 811-23500 Filing Type: Form N-1A Dear Ms. White: This letter responds to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received b

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 07, 2023, pursuant to the provisions of Rule 12d2-2 (a).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Natixis ETF Trust II (Exact name of registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Natixis ETF Trust II (Exact name of registrant as specified in its charter) Massachusetts See Below (State of incorporation or organization) (I.R.S. Employer Identification No.) 888 Boylston Street

PORTFOLIO OF INVESTMENTS – as of September 30, 2021 (Unaudited)

HTML PORTFOLIO OF INVESTMENTS – as of September 30, 2021 (Unaudited) Natixis U.S. Equity Opportunities ETF Shares Description Value (†) Common Stocks – 98.0% of Net Assets Aerospace & Defense – 1.8% 813 Boeing Co. (The)(a) $ 178,811 Air Freight & Logistics – 0.8% 697 Expeditors International of Washington, Inc. 83,034 Automobiles – 1.8% 3,459 General Motors Co.(a) 182,324 Banks – 6.4% 6,450 Bank o

PORTFOLIO OF INVESTMENTS – as of September 30, 2021 (Unaudited)

HTML PORTFOLIO OF INVESTMENTS – as of September 30, 2021 (Unaudited) Natixis Vaughan Nelson Select ETF Shares Description Value (†) Common Stocks – 98.

PORTFOLIO OF INVESTMENTS – as of September 30, 2021 (Unaudited)

HTML PORTFOLIO OF INVESTMENTS – as of September 30, 2021 (Unaudited) Natixis Vaughan Nelson Mid Cap ETF Shares Description Value (†) Common Stocks – 98.

1

August 20, 2021 U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, NE Washington, DC 20549-0504 Attention: Christina Fettig VIA EDGAR Re: Registrants: Natixis Funds Trust I (9/30/20 and 12/31/20), Natixis Funds Trust II (11/30/20 and 12/31/20), Natixis ETF Trust (12/31/20), Natixis ETF Trust II (12/31/20), Gateway Trust (12/31/20), Loomis Sayles Funds I (09/30/

Shares

HTML PORTFOLIO OF INVESTMENTS – as of March 31, 2021 (Unaudited) Natixis U.S. Equity Opportunities ETF Shares Description Value (†) Common Stocks – 97.1% of Net Assets Aerospace & Defense – 2.3% 1,171 Boeing Co. (The)(a) $ 298,277 Air Freight & Logistics – 1.5% 1,782 Expeditors International of Washington, Inc. 191,904 Automobiles – 2.1% 4,832 General Motors Co.(a) 277,647 Banks – 6.9% 9,828 Bank

Shares

HTML PORTFOLIO OF INVESTMENTS – as of March 31, 2021 (Unaudited) Natixis Vaughan Nelson Select ETF Shares Description Value (†) Common Stocks – 99.

Shares

HTML PORTFOLIO OF INVESTMENTS – as of March 31, 2021 (Unaudited) Natixis Vaughan Nelson Mid Cap ETF Shares Description Value (†) Common Stocks – 99.

Description

HTML PORTFOLIO OF INVESTMENTS – as of September 30, 2020 (Unaudited) Natixis U.S. Equity Opportunities ETF Shares Description Value (†) Common Stocks – 95.9% of Net Assets Aerospace & Defense – 1.4% 873 Boeing Co. (The) $ 144,272 Air Freight & Logistics – 1.7% 1,872 Expeditors International of Washington, Inc. 169,453 Automobiles – 1.4% 4,832 General Motors Co. 142,979 Banks – 5.4% 9,828 Bank of A

Description

HTML PORTFOLIO OF INVESTMENTS – as of September 30, 2020 (Unaudited) Natixis Vaughan Nelson MidCap ETF Shares Description Value (†) Common Stocks – 98.

Description

HTML PORTFOLIO OF INVESTMENTS – as of September 30, 2020 (Unaudited) Natixis Vaughan Nelson Select ETF Shares Description Value (†) Common Stocks – 98.

- NATIXIS ETF TRUST II

Natixis ETF Trust II UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Twenty-Seventh Amendment dated June 30, 2015 to the Administrative Services Agreement is filed herewith.

EX-99.(H)(2)(XXVIII) 45 d84374dex99h2xxviii.htm TWENTY-SEVENTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT Exhibit (h)(2)(xxviii) TWENTY-SEVENTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of June 30, 2015, by and between NGAM Advisors, L.P. (“NGAM Advisors”), Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, Loomis Sayles Funds I, Loomis Sayles Fu

Nineteenth Amendment dated June 29, 2012 to the Administrative Services Agreement is filed herewith.

Exhibit (h)(2)(xx) NINETEENTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of June 29, 2012, by and between NGAM Advisors, L.

First Amendment dated November 1, 2005 to the Administrative Services Agreement is filed herewith.

Exhibit (h)(2)(ii) FIRST AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of November 1, 2005, by and between IXIS Asset Management Advisors, L.

Administrative Services Agreement dated January 3, 2005 between IXIS Asset Management Advisors, L.P. and CDC Nvest Funds Trust I, CDC Nvest Funds Trust II, CDC Nvest Funds Trust III, CDC Nvest Cash Management Trust, CDC Nvest Companies Trust I, Loomis Sayles Funds I and Loomis Sayles Funds II is filed herewith.

EX-99.(H)(2)(I) 18 d84374dex99h2i.htm ADMINISTRATIVE SERVICES AGREEMENT Exhibit (h)(2)(i) ADMINISTRATIVE SERVICES AGREEMENT AGREEMENT made as of the 3rd day of January, 2005, by and between IXIS Asset Management Advisors, L.P., a Delaware limited partnership (“IXIS Advisors”), and CDC Nvest Funds Trust I, CDC Nvest Funds Trust II, CDC Nvest Funds Trust III, CDC Nvest Cash Management Trust, CDC Nve

Amendment to Master Custody Agreement dated August 25, 2020 by and among the Registrant, on behalf of its respective series, Gateway Trust, Loomis Sayles Funds I, Loomis Sayles Funds II, Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, and State Street Bank and Trust Company is filed herewith.

Exhibit (g)(4) Natixis Investment Managers 888 Boylston Street, Suite 800 Boston, MA 02199-8197 August 25, 2020 State Street Bank and Trust Company 1 Iron Street CCB5E Boston, MA 02210 Attention: Doug Minasian Re: Natixis ETF Trust II (the “Fund”) Ladies and Gentlemen: Please be advised that the undersigned Fund has been incorporated and registered as a management investment company under the Investment Company Act of 1940, as amended.

Advisory Agreement dated September 17, 2020 between the Registrant, on behalf of Natixis Vaughan Nelson Mid Cap ETF, and Natixis Advisors is filed herewith.

Advisory Agreement - VN Mid Cap ETF Exhibit (d)(1)(ii) NATIXIS VAUGHAN NELSON MID CAP ETF Advisory Agreement AGREEMENT made the 17th day of September, 2020, by and between NATIXIS ETF TRUST II, a Massachusetts business trust (the “Fund”), with respect to its Natixis Vaughan Nelson Mid Cap ETF series (the “Series”), and Natixis Advisors, L.

Code of Ethics dated October 1, 2007 as amended March 2020 for Natixis Advisors and Natixis Distribution is filed herewith

Exhibit (o)(2) Code of Ethics Natixis Advisors, L.P. Natixis Distribution, L.P. As Amended March 2020 1 Introduction This is the Code of Ethics (“Code”) of Natixis Advisors, L.P. (“Natixis Advisors”) and Natixis Distribution, L.P. (“Natixis Distribution”) (the “Firms”). Statement of General Principles It is the policy of the Firms that no Supervised Person shall engage in any act, practice, or cou

Opinion and Consent of Counsel for the Natixis U.S. Equity Opportunities ETF, Natixis Vaughan Mid Cap ETF and Natixis Vaughan Nelson Select ETF is filed herewith.

Legal Opinion ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.

Twenty-Fifth Amendment dated September 30, 2014 to the Administrative Services Agreement is filed herewith.

Exhibit (h)(2)(xxvi) TWENTY-FIFTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of September 30, 2014, by and between NGAM Advisors, L.

Eighteenth Amendment dated March 28, 2012 to the Administrative Services Agreement is filed herewith.

Exhibit (h)(2)(xviv) EIGHTEENTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of March 28, 2012, by and between NGAM Advisors, L.

Sixteenth Amendment dated July 1, 2011 to the Administrative Services Agreement is filed herewith.

Exhibit (h)(2)(xvii) SIXTEENTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of July 1, 2011, by and between Natixis Asset Management Advisors, L.

Fifth Amendment dated February 1, 2008 to the Administrative Services Agreement is filed herewith.

Exhibit (h)(2)(vi) FIFTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of February 1, 2008, by and between Natixis Asset Management Advisors, L.

Second Amendment dated January 1, 2006 to the Administrative Services Agreement is filed herewith.

Exhibit (h)(2)(iii) SECOND AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of January 1, 2006, by and between IXIS Asset Management Advisors, L.

Code of Ethics dated September 14, 2007 as amended June 4, 2020 for The Registrant is filed herewith

Exhibit (o)(1) Natixis Funds Trust I Natixis Funds Trust II Natixis Funds Trust IV Loomis Sayles Funds I Loomis Sayles Funds II Gateway Trust Natixis ETF Trust Natixis ETF Trust II As amended June 4, 2020 CODE OF ETHICS In order to ensure that all acts, practices and courses of business engaged in by personnel of the above-named trusts (the “Trusts”), their advisers, subadvisers and underwriters reflect high standards of conduct and comply with the requirements of Section 17(j) of the Investment Company Act of 1940, as amended (the “1940 Act”) and Rule 17j-1 thereunder, the Boards of Trustees of each Trust has determined that the Trust shall adopt this Code of Ethics.

Investment Representation regarding initial shares dated August 26, 2020 is filed herewith.

Investment Representation regarding initial shares Exhibit (l)(1) August 26, 2020 Russell Kane, Esq.

Thirty-First Amendment dated November 30, 2016 to the Administrative Services Agreement is filed herewith.

Thirty-First Amendment dated November 30, 2016 to the Administrative Services Ag Exhibit (h)(2)(xxxii) THIRTY-FIRST AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of November 30, 2016, by and between NGAM Advisors, L.

Twenty-Fourth Amendment dated July 10, 2014 to the Administrative Services Agreement is filed herewith.

Exhibit (h)(2)(xxv) TWENTY-FOURTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of July 10, 2014, by and between NGAM Advisors, L.

Twenty-Second Amendment dated February 10, 2014 to the Administrative Services Agreement is filed herewith.

Exhibit (h)(2)(xxiii) TWENTY-SECOND AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of February 10, 2014, by and between NGAM Advisors, L.

Third Amendment dated July 1, 2007 to the Administrative Services Agreement is filed herewith.

Third Amendment to Administrative Services Agreement Exhibit (h)(2)(iv) THIRD AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of July 1, 2007, by and between IXIS Asset Management Advisors, L.

Sub-Advisory Agreement dated September 17, 2020 among the Registrant, on behalf of Natixis U.S. Equity opportunities ETF, Natixis Advisors and Loomis, Sayles & Company, L.P. (“Loomis Sayles”) is filed herewith.

Subadvisory Agreement - Natixis US Equity Opps Loomis Exhibit (d)(2)(ii) NATIXIS U.

Code of Ethics dated May 20, 2008 as amended February 29, 2020 of Vaughan Nelson is filed herewith.

Exhibit (o)(3) Exhibit C - VNIM Code of Ethics Vaughan Nelson Investment Management, L.

Twentieth Amendment dated November 16, 2012 to the Administrative Services Agreement is filed herewith.

EX-99.(H)(2)(XXI) 38 d84374dex99h2xxi.htm TWENTIETH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT Exhibit (h)(2)(xxi) TWENTIETH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of November 16, 2012, by and between NGAM Advisors, L.P. (“NGAM Advisors”), Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, Loomis Sayles Funds I, Loomis Sayles Funds II, Gateway

Twelfth Amendment dated February 25, 2010 to the Administrative Services Agreement is filed herewith.

Twelfth Amendment to Administrative Services Agreement Exhibit (h)(2)(xiii) TWELFTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of February 25, 2010, by and between Natixis Asset Management Advisors, L.

Amended Schedule A dated December 26, 2017 to the Transfer Agency and Service Agreement dated October 14, 2016 by and between State Street and Natixis ETF Trust, on behalf of its series is filed herewith.

Exhibit (h)(1)(ii) December 26, 2017 State Street Bank and Trust Company Transfer Agency Attention: Compliance One Heritage Drive Building 1 Heritage Drive Mail Stop OHD0100 North Quincy, MA 02171 Re: Natixis ETF Trust (the “Trust”) Ladies and Gentlemen: Please be advised that the undersigned Trust has established a new series of shares to be known as Natixis Loomis Sayles Short Duration Income ETF (the “Portfolio”), which is expected to become effective on December 26, 2017.

Master Custodian Agreement dated September 1, 2005 among Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, Loomis Sayles Funds I, Loomis Sayles Funds II and State Street Bank and Trust Company (“State Street”) is filed herewith.

Master Custodian Agreement Exhibit (g)(1) MASTER CUSTODIAN AGREEMENT This Agreement is made as of September 1, 2005 by and among each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 18.

Advisory Agreement dated September 17, 2020 between the Registrant, on behalf of Natixis U.S. Equity Opportunities ETF, and Natixis Advisors, L.P. (“Natixis Advisors”) is filed herewith.

EX-99.(D)(1)(I) 2 d84374dex99d1i.htm ADVISORY AGREEMENT - NATIXIS US EQUITY OPPS ETF Exhibit (d)(1)(i) NATIXIS U.S. EQUITY OPPORTUNITIES ETF Advisory Agreement AGREEMENT made the 17th day of September, 2020, by and between NATIXIS ETF TRUST II, a Massachusetts business trust (the “Fund”), with respect to its Natixis U.S. Equity Opportunities ETF series (the “Series”), and Natixis Advisors, L.P., a

NATIXIS ETF TRUST II 888 Boylston Street Boston, Massachusetts 02199 ALPS DISTRIBUTORS, INC. 1290 Broadway, Suite 1000 Denver, Colorado 80203

NATIXIS ETF TRUST II 888 Boylston Street Boston, Massachusetts 02199 ALPS DISTRIBUTORS, INC.

Thirty-Second Amendment dated February 28, 2017 to the Administrative Services Agreement is filed herewith.

Thirty-Second Amendment dated February 28, 2017 to the Administrative Services A Exhibit (h)(2)(xxxiii) THIRTY-SECOND AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of February 28, 2017, by and between NGAM Advisors, L.

Twenty-Sixth Amendment dated December 1, 2014 to the Administrative Services Agreement is filed herewith.

Exhibit (h)(2)(xxvii) TWENTY-SIXTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of December 1, 2014, by and between NGAM Advisors, L.

Fourteenth Amendment dated September 21, 2010 to the Administrative Services Agreement is filed herewith.

Exhibit (h)(2)(xv) FOURTEENTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of September 21, 2010, by and between Natixis Asset Management Advisors, L.

Ninth Amendment dated October 31, 2008 to the Administrative Services Agreement is filed herewith.

Exhibit (h)(2)(x) NINTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of October 31, 2008, by and between Natixis Asset Management Advisors, L.

Eighth Amendment dated September 29, 2008 to the Administrative Services Agreement is filed herewith.

Exhibit (h)(2)(ix) EIGHTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of September 29, 2008, by and between Natixis Asset Management Advisors, L.

Distribution and Service Plan relating to the Natixis Vaughan Nelson Mid Cap ETF is filed herewith.

Distribution and Service Plan - VN Mid Cap ETF Exhibit (m)(2) NATIXIS VAUGHAN NELSON MID CAP ETF Distribution and Service Plan This Plan (the “Plan”) constitutes the Distribution and Service Plan relating to the Natixis Vaughan Nelson Mid Cap ETF (the “Series”), a series of Natixis ETF Trust II, a Massachusetts business trust (the “Trust”).

Consent of Independent Registered Public Accounting Firm is filed herewith.

EX-99.(J)(1) 62 d84374dex99j1.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNT FIRM Exhibit (j)(1) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form N-1A of Natixis ETF Trust II of our report dated September 1, 2020, relating to the financial statements of Natixis U.S. Equity Opportunities ETF, Natixis Vaughan Nelson Se

Twenty-Third Amendment dated July 1, 2014 to the Administrative Services Agreement is filed herewith.

Twenty-Third Amendment to Administrative Services Agreement Exhibit (h)(2)(xxiv) TWENTY-THIRD AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of July 1, 2014, by and between NGAM Advisors, L.

Fifteenth Amendment dated December 14, 2010 to the Administrative Services Agreement is filed herewith.

EX-99.(H)(2)(XVI) 33 d84374dex99h2xvi.htm FIFTEENTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT Exhibit (h)(2)(xvi) FIFTEENTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of December 14, 2010, by and between Natixis Asset Management Advisors, L.P. (“Natixis Advisors”), Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, Natixis Cash Management Trust,

Eleventh Amendment dated July 27, 2009 to the Administrative Services Agreement is filed herewith.

Eleventh Amendment to Administrative Services Agreement Exhibit (h)(2)(xii) ELEVENTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of July 27, 2009, by and between Natixis Asset Management Advisors, L.

Tenth Amendment dated January 9, 2009 to the Administrative Services Agreement is filed herewith.

Exhibit (h)(2)(xi) TENTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of January 9, 2009, by and between Natixis Asset Management Advisors, L.

Code of Ethics dated May 1, 2010, as amended April 1, 2016, of ALPS is filed herewith.

Exhibit (o)(6) ALPS Code of Ethics Dated: May 1, 2010 Amended Last: April 1, 2016* * April 1, 2016 amendments are deemed non-material amendments to the Code.

Services Agreement dated October 25, 2016, by and between ALPS and Natixis Distribution, L.P. (“Natixis Distribution”) is filed herewith.

Exhibit (h)(4) SERVICES AGREEMENT This Services Agreement (this ?Agreement?) is entered into as of October 25, 2016 (the ?Effective Date?) by and between ALPS Distributors, Inc.

Twenty-First Amendment dated September 26, 2013 to the Administrative Services Agreement is filed herewith.

Exhibit (h)(2)(xxii) TWENTY-FIRST AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of September 26, 2013, by and between NGAM Advisors, L.

Distribution Agreement dated April 16, 2018 between Natixis ETF Trust and ALPS Distributors, Inc. (“ALPS”) is filed herewith.

EX-99.(E)(1) 9 d84374dex99e1.htm DISTRIBUTION AGREEMENT ALPS Exhibit (e)(1) DISTRIBUTION AGREEMENT THIS AGREEMENT (the “Agreement”) is made as of April 16, 2018, between Natixis ETF Trust, a Massachusetts business trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”). WHEREAS, the Trust is an open-end management investment company registered under the Investment Company

Advisory Agreement dated September 17, 2020 between the Registrant, on behalf of Natixis Vaughan Nelson Select ETF, and Natixis Advisors is filed herewith.

Exhibit (d)(1)(iii) NATIXIS VAUGHAN NELSON SELECT ETF Advisory Agreement AGREEMENT made the 17th day of September, 2020, by and between NATIXIS ETF TRUST II, a Massachusetts business trust (the “Fund”), with respect to its Natixis Vaughan Nelson Select ETF series (the “Series”), and Natixis Advisors, L.

Thirty-Fourth Amendment dated July 1, 2018 to the Administrative Services Agreement is filed herewith.

Exhibit (h)(2)(xxxv) THIRTY-FOURTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of July 1, 2018, by and between Natixis Advisors, L.

Powers of Attorney for Kevin P. Charleston, Kenneth A. Drucker, Edmond J. English, David L. Giunta, Richard A. Goglia, Wendell J. Knox, Martin T. Meehan, Maureen B. Mitchell, James P. Palermo, Erik R. Sirri, Peter J. Smail, Kirk A. Sykes and Cynthia L. Walker dated August 13, 2020, effective September 3, 2020, designating John M. Loder, Russell Kane, Kirk Johnson and Michael Kardok as attorneys to sign for each Trustee is filed herewith.

Power of Attorney Exhibit (P)(1) NATIXIS ETF TRUST II POWER OF ATTORNEY Effective September 3, 2020, we, the undersigned, hereby constitute John M.

Distribution and Service Plan relating to the Natixis Vaughan Nelson Select ETF is filed herewith.

Distribution and Service Plan - VN Select ETF Exhibit (m)(3) NATIXIS VAUGHAN NELSON SELECT ETF Distribution and Service Plan This Plan (the “Plan”) constitutes the Distribution and Service Plan relating to the Natixis Vaughan Nelson Select ETF (the “Series”), a series of Natixis ETF Trust II, a Massachusetts business trust (the “Trust”).

Thirty-Sixth Amendment dated July 1, 2019 to the Administrative Services Agreement is filed herewith.

EX-99.(H)(2)(XXXVII) 54 d84374dex99h2xxxvii.htm THIRTY-SIXTH AMENDMENT DATED JULY 1, 2019 TO THE ADMINISTRATIVE SERVICES AGREEME Exhibit (h)(2)(xxxvii) THIRTY-SIXTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of July 1, 2019, by and between Natixis Advisors, L.P. (“Natixis Advisors”), Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, Loomis Sayles Fun

Thirtieth Amendment dated October 14, 2016 to the Administrative Services Agreement is filed herewith.

Exhibit (h)(2)(xxxi) THIRTIETH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of October 14, 2016, by and between NGAM Advisors, L.

Twenty-Eighth Amendment dated November 30, 2015 to the Administrative Services Agreement is filed herewith.

Twenty-Eighth Amendment to Administrative Services Agreement Exhibit (h)(2)(xxix) TWENTY-EIGHTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of November 30, 2015, by and between NGAM Advisors, L.

Sixth Amendment dated February 19, 2008 to the Administrative Services Agreement is filed herewith.

Sixth Amendment to Administrative Services Agreement Exhibit (h)(2)(vii) SIXTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of February 19, 2008, by and between Natixis Asset Management Advisors, L.

Fourth Amendment dated September 17, 2007 to the Administrative Services Agreement is filed herewith.

Exhibit (h)(2)(v) FOURTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of September 17, 2007, by and between Natixis Asset Management Advisors, L.

Amendment to Master Custody Agreement dated October 14, 2016 by and among between Gateway Trust, Loomis Sayles Funds I, Loomis Sayles Funds II, Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, Natixis ETF Trust and State Street Bank and Trust Company is filed herewith.

Amendment to Master Custody Agreement dated October 14, 2016 Exhibit (g)(3) Execution Version AMENDMENT TO MASTER CUSTODIAN AGREEMENT This Amendment to Master Custodian Agreement (the “Amendment”) is made as of October, 14, 2016, by and among each management investment company identified on Appendix A hereto (each, a “Fund” and collectively, the “Funds”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

Amendment No. 1 dated July 23, 2020 to the Distribution Agreement dated April 16, 2018 between the Registrant, Natixis ETF Trust and ALPS is filed herewith.

EX-99.(E)(1)(I) 10 d84374dex99e1i.htm AMENDMENT 1 - DISTRIBUTION AGREEMENT ALPS Exhibit (e)(1)(i) AMENDMENT 1 This amendment (the “Amendment”) between the parties signing below (“Parties”) amends the Existing Agreement as of July 23, 2020 (“Effective Date”): Term Means “Existing Agreement” The Distribution Agreement between ALPS and the Trust dated April 16, 2018 “ALPS” ALPS Distributors, Inc. “Tr

Sub-Advisory Agreement dated September 17, 2020 among the Registrant, on behalf of Natixis Vaughan Nelson Select ETF, Natixis Advisors and Vaughan Nelson is filed herewith.

Subadvisory Agreement - VN Select Vaughan Nelson Exhibit (d)(2)(iv) NATIXIS VAUGHAN NELSON SELECT ETF Sub-Advisory Agreement (Vaughan Nelson Investment Management, L.

Code of Ethics dated January 14, 2000 as amended April 18, 2018 of Loomis Sayles is filed herewith.

Code of Ethics of Loomis Exhibit (o)(5) LOOMIS, SAYLES & CO., L.P. Code of Ethics Policy on Personal Trading and Related Activities by Loomis Sayles Personnel EFFECTIVE: January 14, 2000 AS AMENDED: April 18, 2018 - 1 - Table of Contents 1. INTRODUCTION 3 2. STATEMENT OF GENERAL PRINCIPLES 3 3. A FEW KEY TERMS 4 3.1. Covered Security 4 3.2. Beneficial Ownership 5 3.3. Investment Control 6 3.4. Mai

Form of Participant Agreement by and among ALPS and [the Participant’s Name] is filed herewith.

Exhibit (h)(5) NATIXIS ETF TRUST NATIXIS ETF TRUST II PARTICIPANT AGREEMENT This Participant Agreement (the “Agreement”) is entered into by and among ALPS Distributors, Inc.

Second Amendment dated July 23, 2020 to the Services Agreement dated October 25, 2016, by and between ALPS and Natixis Distribution, L.P. is filed herewith.

Services Agreement - Second Amendment Exhibit (h)(4)(ii) AMENDMENT 2 This amendment (the “Amendment”) between the parties signing below (“Parties”) amends the Existing Agreement as of July 23, 2020 (“Effective Date”): Term Means “Existing Agreement” The Services Agreement between the Distributor and the Broker/Dealer dated October 25, 2016, as amended “Distributor” ALPS Distributors, Inc.

Natixis Advisors Fee Waiver/Expense Reimbursement Undertaking dated September 16, 2020 between Natixis Advisors and the Registrant, on behalf of Natixis U.S. Equity Opportunities ETF, Natixis Vaughan Nelson Mid Cap ETF and Natixis Vaughan Nelson Select ETF is filed herewith

Natixis Advisors, L.P. Fee Waiver/Expense Reimbursement Undertaking dated Septem Exhibit (h)(3) September 16, 2020 Natixis ETF Trust II (the “Trust”) 888 Boylston Street, Suite 800 Boston, MA 02199-8197 Re: Fee Waiver/Expense Reimbursement Ladies and Gentlemen: Natixis Advisors, L.P. (“Natixis Advisors”) notifies you that it will waive its management fee and, to the extent necessary, reimburse cer

Thirty-Seventh Amendment dated September 11, 2020 to the Administrative Services Agreement by and between the Registrant, on behalf of its series, Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, Loomis Sayles Funds I, Loomis Sayles Funds II, Gateway Trust, Natixis ETF Trust and Natixis Advisors is filed herewith.

Exhibit (h)(2)(xxxviii) THIRTY-SEVENTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of September 3, 2020, by and between Natixis Advisors, L.

- NATIXIS ETF TRUST II

Natixis ETF Trust II Registration Nos. 333-235466 811-23500 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☒ Pre-Effective Amendment No. 2 ☒ Post-Effective Amendment No. ☐ and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ☒ Amendment No. 2 ☒ (Check appropriate box or boxes.) NATIXIS ETF TR

Code of Ethics dated September 30, 2005 as amended September 30, 2019 for Harris Associates is filed herewith.

Exhibit (o)(4) Harris Associates L.P., Harris Associates Securities L.P. and Harris Associates Investment Trust Code of Ethics and Statement on Insider Trading As Amended, Effective as of September 30, 2019 I. DEFINITIONS A. Firm or Harris. The term “Firm” or “Harris” shall include Harris Associates L.P. (“HALP”) and Harris Associates Securities L.P. (“HASLP”). B. Trust. The term “Trust” shall mea

Thirty-Fifth Amendment dated December 28, 2018 to the Administrative Services Agreement is filed herewith.

Exhibit (h)(2)(xxxvi) THIRTY-FIFTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of December 28, 2018, by and between Natixis Advisors, L.

Thirty-Third Amendment dated December 26, 2017 to the Administrative Services Agreement is filed herewith.

Exhibit (h)(2)(xxxiv) THIRTY-THIRD AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of December 26, 2017, by and between Natixis Advisors, L.

Twenty-Ninth Amendment dated March 31, 2016 to the Administrative Services Agreement is filed herewith.

Exhibit (h)(2)(xxx) TWENTY-NINTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of March 31, 2016, by and between NGAM Advisors, L.

Seventeenth Amendment dated September 16, 2011 to the Administrative Services Agreement is filed herewith.

EX-99.(H)(2)(XVIII) 35 d84374dex99h2xviii.htm SEVENTEENTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT Exhibit (h)(2)(xviii) SEVENTEENTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of September 16, 2011, by and between Natixis Asset Management Advisors, L.P. (“Natixis Advisors”), Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, Loomis Sayles Funds

Thirteenth Amendment dated July 1, 2010 to the Administrative Services Agreement is filed herewith.

Exhibit (h)(2)(xiv) THIRTEENTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of July 1, 2010, by and between Natixis Asset Management Advisors, L.

Amendment dated August 27, 2020, effective September 11, 2020, to the Transfer Agency and Services Agreement dated October 14, 2016 by and between the Registrant, on behalf of its respective series, Natixis ETF Trust and State Street is filed herewith.

Transfer Agency and Service Agreement - Amended Schedule A Sept 11, 2020 Exhibit (h)(1)(iii) AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT This Amendment to Transfer Agency and Service Agreement (the “Amendment”) is made as of August 27, 2020 and effective as of September 11, 2020, by and between State Street Bank and Trust Company (“State Street” or the “Transfer Agent”), and each entity, on behalf of itself and its portfolios, listed on Schedule A attached hereto (each, the “Trust” and collectively, the “Trusts”).

Amendment No. 1 dated September 15, 2006 to Master Custodian Agreement dated September 1, 2005 between Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, Loomis Sayles Funds I, Loomis Sayles Funds II, and State Street is filed herewith.

EX-99.(G)(2) 12 d84374dex99g2.htm AMENDMENT NO. 1 DATED SEPTEMBER 15, 2006 TO MASTER CUSTODIAN AGREEMENT Exhibit (g)(2) AMENDMENT NO. 1 TO MASTER CUSTODIAN AGREEMENT THIS AMENDMENT NO. 1 (this “Amendment”) to that certain Master Custodian Agreement dated as of September 1, 2005, as amended, modified and supplemented from time to time (the “Custodian Agreement”), is entered into as of September 15,

Sub-Advisory Agreement dated September 17, 2020 among the Registrant, on behalf of Natixis Vaughan Nelson Mid Cap ETF, Natixis Advisors and Vaughan Nelson Investment Management, L.P. (“Vaughan Nelson”) is filed herewith.

Subadvisory Agreement - VN Mid Cap Vaughan Nelson Exhibit (d)(2)(iii) NATIXIS VAUGHAN NELSON MID CAP ETF Sub-Advisory Agreement (Vaughan Nelson Investment Management, L.

Distribution and Service Plan relating to the Natixis U.S. Equity Opportunities ETF is filed herewith.

Distribution and Service Plan - Natixis US Equity Ops ETF Exhibit (m)(1) NATIXIS U.

First Amendment dated December 28, 2017 to the Services Agreement dated October 25, 2016, by and between ALPS and Natixis Distribution, L.P. is filed herewith.

Services Agreement - First Amendment Exhibit (h)(4)(i) Amendment No. 1 to the Services Agreement This Amendment No. 1 (this “Amendment”) to the Services Agreement is entered into by and between Natixis Distribution, L.P., a Delaware limited partnership (the “Broker/Dealer”), and ALPS Distributors, Inc., a Colorado corporation (the “Distributor”), and is effective as of December 28, 2017. WHEREAS,

Seventh Amendment dated July 1, 2008 to the Administrative Services Agreement is filed herewith.

Exhibit (h)(2)(viii) SEVENTH AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT This Amendment made as of July 1, 2008, by and between Natixis Asset Management Advisors, L.

Transfer Agency and Service Agreement dated October 14, 2016 by and between State Street and Natixis ETF Trust, on behalf of its series is filed herewith.

Exhibit (h)(1)(i) TRANSFER AGENCY AND SERVICE AGREEMENT THIS AGREEMENT is made as of the 14th day of October, 2016, by and between STATE STREET BANK AND TRUST COMPANY, Massachusetts trust company having its principal office and place of business at One Lincoln Street, Boston, Massachusetts 02111 (“State Street” or the “Transfer Agent”), and NATIXIS ETF TRUST, a Massachusetts business trust having its principal office and place of business at 399 Boylston Street, Boston, Massachusetts 02116 (the “Trust”).

Sub-Advisory Agreement dated September 17, 2020 among the Registrant, on behalf of Natixis U.S. Equity Opportunities ETF, Natixis Advisors and Harris Associates L.P. (“Harris Associates”) is filed herewith.

Subadvisory Agreement - Natixis US Equity Opps Harris Exhibit (d)(2)(i) NATIXIS U.

June 19, 2020

June 19, 2020 U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, NE Washington, DC 20549-0504 Attention: Elena S. Stojic, Esq. VIA EDGAR Re: Registrant: Natixis ETF Trust II File No.: 811-23500 Filing Type: Form N-1A/A Dear Ms. Stojic: This letter responds to comments of the staff (the ?Staff?) of the Securities and Exchange Commission (the ?Commission?) receiv

April 24, 2020

April 24, 2020 U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, NE Washington, DC 20549-0504 Attention: Elena S. Stojic, Esq. VIA EDGAR Re: Registrant: Natixis ETF Trust II File No.: 811-23500 Filing Type: Form N-1A Dear Ms. Stojic: This letter responds to comments of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") receive

NATIXIS ETF TRUST II

NATIXIS ETF TRUST II April 24, 2020 VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Form N-1A/A Filing for Natixis ETF Trust II Dear Sir or Madam: On behalf of Natixis ETF Trust II (the "Registrant"), transmitted for filing is Pre- Effective Amendment No.

Fund Summary

Registration Nos. 333-235466 811-23500 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. 1 [X] Post-Effective Amendment No. [ ] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X] Amendment No. 1 [X] (Check appropriate box or boxes.) NATIXIS ETF TRUST II (Exa

Amendment No. 1 dated September 15, 2017 to the Agreement and Declaration of Trust is incorporated by reference to exhibit (a)(i) to initial registration statement on Form

Amendment No. 1 to the Agreement and Declaration of Trust Exhibit (a)(i) NATIXIS ETF TRUST II Amendment No. 1 to Agreement and Declaration of Trust The undersigned, being at least a majority of the Trustees of Natixis ETF Trust II (the “Trust”), having determined it to be consistent with the fair and equitable treatment of all shareholders of the Trust, hereby amend the Trust’s Agreement and Decla

Agreement and Declaration of Trust dated July 7, 2017 is incorporated by reference to exhibit (a) to initial registration statement on Form

EX-99.(A) 2 d845239dex99a.htm AGREEMENT AND DECLARATION OF TRUST Exhibit (a) NATIXIS ETF TRUST II AGREEMENT AND DECLARATION OF TRUST THIS AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts, effective on July 7, 2017 by the Trustees hereunder and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided: WITNESSETH that WHEREAS, this Trust has been

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-8A NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(A) OF THE INVESTMENT COMPANY ACT OF 1940

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-8A NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(A) OF THE INVESTMENT COMPANY ACT OF 1940 The undersigned investment company hereby notifies the Securities and Exchange Commission that it registers under and pursuant to the provisions of Section 8(a) of the Investment Company Act of 1940 and in connection wit

NATIXIS ETF TRUST II

NATIXIS ETF TRUST II December 12, 2019 VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Form N-1A Filing for Natixis ETF Trust II Dear Sir or Madam: On behalf of Natixis ETF Trust II (the ?Registrant?), transmitted for filing is a registration statement on Form N-1A concerning the registration of the Registrant and the shares of the Natixis ETF, which is the initial series of the Registrant (?Fund?), under the Securities Act of 1933 and the Investment Company Act of 1940 (?1940 Act?).

By-Laws of the Trust dated July 7, 2017 is incorporated by reference to exhibit (b) to initial registration statement on Form N-1A filed on December 12, 2019.

Exhibit (b) BY-LAWS OF NATIXIS ETF TRUST II Adopted on July 7, 2017 ARTICLE l Agreement and Declaration of Trust and Principal Office 1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-1A REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 ☒ Pre-Effective Amendment No. ☐ Post-Effective Amendment No. ☐ REGISTRATION STATEMENT

Registration Nos. 333-[ ] 811-23500 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? Pre-Effective Amendment No. ? Post-Effective Amendment No. ? and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ? Amendment No. ? (Check appropriate box or boxes.) NATIXIS ETF TRUST II (Exact Name of Regist