SecProbe.io

January 10, 2020

VIA E-MAIL

John DelPrete Natixis Distribution, L.P. 888 Boylston Street  Boston, Massachusetts 02199

Re: Natixis ETF Trust II
 File Nos. 333-235466; 811-23500  Dear Mr. DelPrete:
On December 12, 2019, Natixis ETF Trust II (the “Trust”) filed a registration statement
on Form N-1A under the Securities Act of 1933 (the “Securities Act”) and the Investment
Company Act of 1940 (the “1940 Act”) to offer shares of “Natixis ___  ETF ” (the “Fund”) .  We
have reviewed the registration statement and provi de our comments below.  Where a comment is
made in one location, it applies to all similar disclosure appearing elsewhere in the registration statement.
General

1. We note that portions of the filing, including the Fund’s  financial statements and
Subadviser information, are incomplete.  We may have additional comments on such
portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any amendments.
2. The staff is aware that Natixis Advisors, L.P., et al., filed an application and subsequent
amendments seeking exemptive relief f rom certain provisions of the 1940 Act (the
“Application ”).  The Commission issued an order granting certain exemptive relief on
December 10, 2019 (the “Order”).  Please tailor the disclosure throughout the registration
statement to conform to the specific exemptive relief granted by the Order, including the
relevant representations and conditions contained in the Application.

Cover Page
3. The Application states the Fund will include a Legend describing how the Fund will
operate differently from a traditional ETF.  Revise the cover page to make the Legend
more prominent.  For example, consider inde nting the Legend in a manner that offsets it

John DelPrete
January 10, 2020 Page 2

from the rest of the text and using a larger font size.  Consider other methods to better highlight the Legend.
 4. Revise the Legend to include specific cross- references to related principal risks of the
Fund by name, such as “Proxy Portfolio Structure Risk,”  “Predatory Trading Practices
Risk,” “Premium/Discount Risk,” and “Trading Issues Risk.”

Prospectus

Fee Table

5. In Footnote 1 to the Fee Table, please provide more specific terms of recoupment.
Specifically, please revise the recoupment language to reflect that the Adviser may be able to recover the waived fees and/or expens es if repayment does not exceed both (1) the
expense ratio in place at the time such am ounts were waived and (2) its current net
expense ratio.  Moreover, revise to clearly state that the recoupment period must be limited to one year from the time expenses were waived or incurred.
 Prospectus Summary – Principal Investment Strategies (pages 1-2)

6. In the first sentence, please clarify that the Fund will primarily invest in common stocks
of “exchange -traded ” U.S. companies.
 7. In the second sentence, please define “larger capitalization companies” with greater
specificity.  Please provide a capitalization ra nge or reference point, such as an index, for
what the Fund considers “large r capitalization” in the Item 9 strategy.

8. The Order is conditioned on the Fund’s investme nts being limited to securities listed or
traded on a national securities exchange regi stered with the Securities and Exchange
Commission or common stock listed on a forei gn exchange that trade contemporaneously
with the Fund’s shares.  If the Fund will invest principally in common stocks that trade
on a foreign exchange comtemporaneously with Fund shares, revise the principal
investment strategies to discuss this condition.
 9. In the last paragraph, please state that the Fund is actively-managed and does not intend
to track an index.

10. In the last paragraph, please specifically state that the Fund will not disclose the daily
holdings of the Actual Portfolio.
11. Consider revising the language of the last pa ragraph to more closely align with the plain
English description of the difference between this Fund and a traditional ETF found in
the “Proxy Portfolio Methodology” section on  page 8.

John DelPrete
January 10, 2020 Page 3

12. Consider revising the “ETF Structure” title  of the last paragraph to “Non -Transparent
ETF with Proxy Portfolio Structure” to specfic ially reference what is unique about this
Fund ’s structure.

13. In the last sentence of the last paragraph, please delete the language “[…] and may
disadvantage the Fund.”
 Prospectus Summary – Principal Investment Risks (pages 2-3)

14. Please consider whether a Large Capitaliza tion Company Risk is appropriate for this
Fund.

15. Please consider reorganizing the princip al risks related to the Fund’s P roxy Portfolio
structure so that these risks appear together under one main risk grouped together with related sub-risks. For example, please consider including “Proxy Portfolio Structure
Risk” as a main risk with the following risks as related sub-risks: “Premium/Discount
Risk” ; “Trading Issues Risk”; “Authorized Participant Concentration Risk”; and
“Predatory Trading Practices Risk.”
 16. Consider reorganizing the Fund’s principal risks so that the Fund’ s “Proxy Portfolio
Structure Risk ” appears first.

17. Please revise the “Proxy Portfolio Structure Risk” to address the following issues, as well
as any other discrepancies:

a. Please more specifically state that the Fund will not disclose the daily holdings of the
Actual Portfolio.
b. Please consider including risk disclosure explaining that the Proxy Portfolio
methodology is novel and not yet proven as an effective arbitrage mechanism.
c. Please note where appropriate that the Fund will incur expenses to operate the Proxy
Portfolio.
d. Please explain that the effectivenss of the Proxy Portfolio as an arbitrage mechanism
is contingent upon, among other things, the Fund’s Factor Model analysis creating a
Proxy P ortfolio that “performs in a m anner substantially identical to the performance
of [the Fund’s] Actual Portfolio.”

e. Revise the last sentence of this risk to note that if the Proxy Portfolio methodology
does not result in effective arbitrage the Fund may exhibit wider premiums/discounts, bid-ask spreads and tracking error, per th e Application on page 17.  Additionally,
please discuss here, or where appropriate, that at certain thresholds for such

John DelPrete
January 10, 2020 Page 4

premiums/discounts, spreads and tracking error, the Fund’s board will discuss and determine what, if anything, should be done to address such issues.
f. Please add a “Tracking Error” sub risk that discusses the Fund’s Proxy Overlap and
the Fund’ s potential for Tracking Error, as descri bed on page 11 of the Application.
Please also disclose that the Fund does not require a minimum Proxy Overlap with its Actual Portfolio.

18. With regard to the “Focused Investment Risk,”  please supplementally clarify whether the
Fund intends to focus in any particular industries at launch.  If the Fund can identify any such industries, please disclose those industries and include related principal risks, as
appropriate.  Please also consider moving this  risk to a later location in the principal risks
section.
19. The “Premium/Discount Risk” should be revised to more closely track the language of
the Application on page 12.  Specifically, r evise the fourth sentence to state that “[…]
publication of the Proxy Portfolio is not the same level of transparency as the publication
of the full portfolio by a fully transparent active ETF, and could cause the Fund’ s shares
to have wider spreads and larger premiums/discounts than fully transparent active ETFs using the same investment strategies .”

20. In the third sentence of the “Premium/Discount Risk,” please replace “Authorized
Participants and other market participants” with “investors” consistent with page 16 of
the Application.

21. In the “Authorized Participant Concentration”  risk, or in a separate risk factor, disclose
that the Fund is offering a novel and unique structure, which may affect the number of entities willing to act as Authorized Participants, and that this risk may be exacerbated during times of market stress.  Please also di scuss the potential consequences to the Fund
and its investors if this risk is realized.
22. In the “Predatory Trading Practices Risk,” please revise the first sentence to more  closely
track the langage of the Application on page 17.  Specifically, please revise the phrase “the Fund seeks to protect its portfolio holdings information” to language more aligned with the Application which states “the Fund seeks to benefit from k eeping its portfolio
information secret […].”

23. In the “Trading Issues Risk ,” revise and expand the risk factor in the following ways to
discuss specifically how trading halts affect  the Fund given its non-transparent structure:

a. Add disclosure to state that if 10% or more of the Fund’s Actual Portfolio does not
have readily available market quotations , the Fund will promptly request the
exchange halt trading in the Fund ’s shares , as discussed in footnote 36 of the

John DelPrete
January 10, 2020 Page 5

Application.  Also state that trading halts may have a greater impact on this Fund compared to other ETFs due to its lack of transparency.

b. As stated on page 18 of the Application, please disclose that “[i]f the trading of a
security held in a Fund’s Actual Portfolio is halted or otherwise does not have readily available market quotations and the Adviser believes that the lack of any such readily
available market quotations may affect the reliability of the Proxy Portfolio as an
arbitrage vehicle or otherwise determines it is in the best interest of the Fund, the Adviser promptly will disclose on the Fund ’s website the identity and weighting of
such security for so long as such security’s trading is halted or othe rwise does not
have readily available market quotations  and remains in the Actual Portfolio. ”

c. In the last sentence, please add the phrase “especially during periods of market
disruption or volatility” consistent with the language of the Application on pag es 16
to 17.
 Prospectus – More About Goals and Strategies (page 5)

24. The Fund’ s Item 9 disclosure of its principal strategies is identical to the disclosure
included in response to Item 4.  However, the di sclosure in response to Item 4 is intended
to be a summary of the more fulsome disclosure required by Item 9.  See Form N-1A
Item 4 and Item 9; see also  IM Guidance Update 2014-08.  Please revise to more fully
disclose the Fund’ s principal investment strategies in response to Item 9(b), including
how the investment adviser chooses which securities to buy and sell.

25. In this section’s Princial Investment Strategies, include a brief discussion of the Fund’s
Proxy Portfolio methodology.  Moreover, when describing the  Fund’s Proxy Portfolio
methodology, please disclose that the Fund does not require a minimum Proxy Overlap with its Actual Portfolio.
Prospectus – Differences Between Investing in an ETF and a Mutual Fund (page 8)

26. Please revise the language regarding the Fund’s “Exchange Listings” to more closely
track the language of the Application on page 13.  Specifically, please revise the language to state that “[s]hares will be listed on an Exchange and traded in the secondary market in
the same manner as other equi ty securities and ETFs.”

27. In the third sentence of the paragraph captioned “Exchange Listings,” please revise to
state “[c]ertain information, including an updated Proxy Portfolio […].”

28. In the last senten ce of the paragraph captioned “In -Kind Redemptions – Potential
Benefits and Limitations,” please address the result of differences between the Proxy
Portfolio and the Actual Portfolio on potential gains realized by the Fund.

John DelPrete
January 10, 2020 Page 6

Prospectus – Differences Between a Traditional ETF and a Non-Transparent ETF (pages 8-9)

29. Please consider moving this section so that  it is located above the Differences Between
Investing in an ETF and a Mutual Fund section.  A discussion of the methodology is more essential to understand the unique a nd novel structure of this product.

30. The “Proxy Portfolio” section should be revised to more closely track the language of the
Application on page 10.  Please address the following issues, as well as any other discrepancies:  a. Please include a full des cription of the “Model Universe.”

b. Please disclose that the Proxy Portfiolio will be rebalanced daily.

c. The last sentence of the section states that “the Proxy Portfolio and the Fund’s Actual
Portfolio may not include indentical securities.”  Please revise this sentence to clarify
that, while the Proxy Portfolio and the Actual Portfolio will likely hold some or many of the same securities, their overall holdings will not be identical.

31. In the section captioned “Proxy Portfolio Disclosures,” please make the following
revisions:  a. In the first paragraph, please revise the third sentence to more closely track the
definition of Proxy Overlap from footnote 8 of the Application or remove this
reference since the definition is also included in the bulleted definitions that follow.

b. In the last sentence of the first paragraph, please revise to track the language of new
Rule 6c-11(c)(v) (i.e., the median bid-ask spread over the most recent thirty calendar days).  Additionally, please note in this paragraph the other premium/discount information the Fund is required to disclo se on its website per Rule 6c-11 and
Condition A(2) of the Application (e.g., table and line graph).
 Prospectus – More Information A bout the Fund’s Strategies (page 9)

32. In the paragraph titled “Temporary Defensive Measures,” please r evise to more closely
track the definition of cash equivalents included at footnote 17 of the Application.

Prospectus – Shareholder Information (page 12)

33. In the second paragraph of the section captioned “Buying and Selling Shares,” please
revise the second to last sentence to note the potential for wider spreads given the non-transparent structure of the Fund, especially during periods of market stress or volatility.

John DelPrete
January 10, 2020 Page 7

Prospectus – Share Prices (page 13)

34. In the section titled “ Share Prices ,” discuss the possibility that the Fund will trade with a
larger premium/discount because of its non-tra nsparent structure, and that this risk may
increase during times of market stresss or volatility.
Prospectus – Net Asset Value (page 14)

35. Please remove the last paragraph of this section as is it not relevant to this Fund given its
Permissible Investments with respect to foreign securities.

Prospectus – Creations and Redemptions (pages 14-15)

36. Discuss in this section the Proxy Portfolio metholodogy and how it will impact the
Fund’s cr eation and redemptions process.  In particular, please include the following
language from page 13 of the Application, which states, “[t]he names and quan tities of
the instruments that will constitute the Deposit Instruments and the Redemption Instruments for a Fund (collectively, the “Creation Basket”) will be the same as the Fund’s Proxy Portfolio, except to the extent purchases and redemptions are made entirely
or in part on a cash basis […].”

Statement of Additional Information

37. Generally, revise the Statement of Additional Information to reflect that the Fund may
only invest in Permissible Investments, a nd describe those instruments accordingly.
Remove reference to any securities that are not Permissilbe Investments.
 Investment Restrictions (page 3)
 38. Revise the Fund’s fundamental and non -fundamental policies, as appropriate, to ensure
the disclosure represents the Fund’s  specific investment limitations.   For example, the
Fund may not borrow for investment purposes or engage in short sales.
 Exchange Listing and Trading (page 6)
 39. Please ens