SecProbe.io

CORRESP
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filename1.htm

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 by telephone on April 4, 2024, regarding the post-effective amendment to the Natixis ETF Trust II (the “Registrant”)
registration statement on Form N-1A for the Natixis Vaughan Nelson Mid Cap ETF and Natixis Vaughan Nelson Select ETF (the “Funds”),
which was filed with the Commission on February 23, 2024 (the “Registration Statement”). For your convenience, we
have summarized each comment below, followed by the Registrant’s response. Any term that is used, but not defined, in this letter
retains the same meaning as used by the Registrant in the Registration Statement.

Please
note that the Registration Statement is scheduled to become effective automatically on April 29, 2024.

 1. Comment.	With
                                            respect to the Funds, we note that you are converting the Funds from a non-transparent to
                                            transparent ETF structure. Please discuss in correspondence the legal and business reasons
                                            behind the switch from non-transparent to transparent ETF structure and confirm that you
                                            do not anticipate any material changes to either Fund’s strategy as a result of the
                                            change.

Response.
	Natixis Advisors, LLC (“Natixis Advisors”) launched its first semi-transparent ETFs in 2020. At that time, the Funds’
portfolio management teams were concerned about disclosing their full holdings on a daily basis. The portfolio management teams’
primary concern was that predatory traders might front-run their trades. With that in mind, Natixis Advisors launched the Funds as semi-transparent.
Now, over three years later, the Funds’ investment teams are comfortable with daily disclosure of the Funds’ holdings. For
example, they believe that they can either complete their full trade on any of their stocks in one day (for all accounts that are managed
using these two investment strategies), or that even if they trade over a few days, they will not experience impactful front running
of their trades.

The
Registrant does not anticipate any material changes to either ETF’s strategy as a result of the change from semi-transparent to
transparent. However, the Registrant notes that, in connection with the change in each Fund’s structure, the Funds no longer operate
in reliance on an exemptive order from the Commission (the “Order”), which permitted the Funds to operate without publicly
disclosing their portfolio holdings daily, but limited the types of investments the Funds were permitted to hold to those listed in the
Funds’

application
for the Order. Accordingly, the Registrant has removed references to the terms, requirements and limitations of the Order and related
disclosure in each Fund’s Summary Prospectus, Prospectus and SAI, including in each Fund’s investment strategies.

 2. Comment.	Please
                                            provide within the correspondence copies of the fees and expense tables and examples, with
                                            values prior to the effective date.

Response.
	The Registrant has included completed fund fees and expense tables, and examples for each Fund below:

Natixis
Vaughan Nelson Mid Cap ETF

Fund
Fees & Expenses

The
following table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees,
such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table. If such expenses were
reflected, the expenses set forth below would be higher.

Annual
Fund Operating Expenses

    (expenses that you pay each year as a percentage of the value of your investment)

    Management
    fees
    0.75%

    Distribution
    and/or service (12b-1) fees
    0.00%

    Other
    expenses
    2.55%

    Total
    annual fund operating expenses
    3.30%

    Fee
    waiver and/or expense reimbursement1
    2.45%

    Total
    annual fund operating expenses after fee waiver and/or expense reimbursement
    0.85%

    1
    Natixis
    Advisors, LLC (“Natixis Advisors” or the “Adviser”) has given a binding contractual undertaking to the Fund
    to limit the amount of the Fund’s total annual fund operating expenses to 0.85% of the Fund’s average daily net assets,
    exclusive of brokerage expenses, interest expense, taxes, acquired fund fees and expenses, and organizational and extraordinary expenses,
    such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2027 and may be terminated before
    then only with the consent of the Fund’s Board of Trustees. The Adviser will be permitted to recover management fees waived
    and/or expenses reimbursed to the extent that expenses in later periods fall below both (1) the expense limitation ratio in place
    at the time such amounts were waived/reimbursed and (2) the Fund’s current applicable expense limitation ratio. The Fund will
    not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which
    the fees or expenses were waived/reimbursed.

Example

This
example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes
that you invest $10,000 in the Fund for the time periods indicated (whether or not shares are redeemed), and 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 is based on the Total
Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement assuming that such waiver and/or reimbursement will only
be in place through the date noted above and on the Total Annual Fund Operating Expenses for the remaining periods. The example does
not take into account brokerage commissions and other fees to financial intermediaries that you may pay on your purchases and sales of
shares of the Fund. It also does not include the transaction fees on purchases and redemptions of creation units (“Creation Units”),
because those fees will not be imposed on retail investors. Although your actual costs may be higher or lower, based on these assumptions,
your costs would be:

    If
    shares are redeemed:
    1
    year
    3
    years
    5
    years
    10
    years

    $
    87
    $
    271
    $
    1,030
    $
    3,041

Natixis
Vaughan Nelson Select ETF

Fund
Fees & Expenses

The
following table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees,
such as brokerage commissions and other fees to financial intermediaries, which are not reflected in this table. If such expenses were
reflected, the expenses set forth below would be higher.

Annual
Fund Operating Expenses

    (expenses
    that you pay each year as a percentage of the value of your investment)

    Management
    fees
    0.70%

    Distribution
    and/or service (12b-1) fees
    0.00%

    Other
    expenses
    0.74%

    Total
    annual fund operating expenses
    1.44%

    Fee
    waiver and/or expense reimbursement1
    0.64%

    Total
    annual fund operating expenses after fee waiver and/or expense reimbursement
    0.80%

    1
    Natixis
    Advisors, LLC (“Natixis Advisors” or the “Adviser”) has given a binding contractual undertaking to the Fund
    to limit the amount of the Fund’s total annual fund operating expenses to 0.80% of the Fund’s average daily net assets,
    exclusive of brokerage expenses, interest expense, taxes, acquired fund fees and expenses, and organizational and extraordinary expenses,
    such as litigation and indemnification expenses. This undertaking is in effect through April 30, 2027 and may be terminated before
    then only with the consent of the Fund’s Board of Trustees. The Adviser will be permitted to recover management fees waived
    and/or expenses reimbursed to the extent that expenses in later periods fall below both (1) the expense limitation ratio in place
    at the time such amounts were waived/reimbursed and (2) the Fund’s current applicable expense limitation ratio. The Fund will
    not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in which
    the fees or expenses were waived/reimbursed.

Example

This
example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes
that you invest $10,000 in the Fund for the time periods indicated (whether or not shares are redeemed), and 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 is based on the Total
Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement assuming that such waiver and/or reimbursement will only
be in place through the date noted above and on the Total Annual Fund Operating Expenses for the remaining periods. The example does
not take into account brokerage commissions and other fees to financial intermediaries that you may pay on your purchases and sales of
shares of the Fund. It also does not include the transaction fees on purchases and redemptions of creation units (“Creation Units”),
because those fees will not be imposed on retail investors. Although your actual costs may be higher or lower, based on these assumptions,
your costs would be:

    If
    shares are redeemed:
    1
    year
    3
    years
    5
    years
    10
    years

    $
    82
    $
    255
    $
    593
    $
    1,548

 3. Comment.	Please
                                            add disclosure corresponding to Currency Risk, Foreign Securities Risk and Investments in
                                            Other Investment Companies Risk in the “Principal Investment Strategies” section
                                            within the Natixis Vaughan Nelson Mid Cap ETF summary prospectus.

Response.	In
response to this comment, the Registrant has removed Currency Risk and Foreign Securities Risk and amended the “Principal Investment
Strategies” section within the Natixis Vaughan Nelson Mid Cap ETF summary prospectus to include the following:

“The
Fund may also:

 • Invest
                                            in other investment companies, to the extent permitted by the Investment Company Act of 1940.

 4. Comment.	Please
                                            add disclosure corresponding to Currency Risk and Foreign Securities Risk in the “Principal
                                            Investment Strategies” section within the Natixis Vaughan Nelson Select ETF summary
                                            prospectus.

Response.	In
response to this comment, the Registrant has removed Currency Risk and Foreign Securities Risk from the Natixis Vaughan Nelson Select
ETF summary prospectus.

 5. Comment.	On
                                            page 12 of the prospectus, it is unclear why you state that the Natixis Vaughan Nelson Select
                                            ETF “also may” invest in exchange-traded REITs given that investing in exchange-traded
                                            REITs is already included within Item 4 and Item 9. Please advise or revise.

Response.	The
Registrant has revised accordingly.

 6. Comment.	On
                                            page 25 of the prospectus, there are references to Harris Associates and Loomis Sayles. Please
                                            advise or revise.

Response.	The
Registrant has revised accordingly. References to Harris Associates and Loomis Sayles on page 25 of the prospectus have been removed.

 7. Comment.	On
                                            page 54 of the SAI, the first sentence under the section “Acceptance of Creation Orders”
                                            states “Each Fund and the Distributor reserve the absolute right to reject or revoke
                                            acceptance of a creation order transmitted to it in respect to the Fund…”. Please
                                            remove the word “absolute” as well as Roman numerals (iii) and (v) listed below
                                            for consistency with the rules and guidelines.

(iii)
acceptance of a Fund Deposit would have certain adverse tax consequences to a Fund;

(v)
acceptance of a Fund Deposit would otherwise, in the discretion of a Fund, or the Adviser or Subadviser, have an adverse effect on a
Fund or the rights of beneficial owners of such Fund.

Response.
	In response to this comment, the Registrant has modified the disclosure to remove “absolute” from the first sentence
under the section “Acceptance of Creation Orders” and to remove Roman numerals (iii) and (v) within the same paragraph.

If
you have any questions or require any clarification concerning the foregoing, please call me at 617-449-2818.

    Very truly yours,

    /s/
    John DelPrete

    John DelPrete

    Assistant Secretary

    Natixis ETF Trust II

    cc:
    Susan McWhan Tobin, Esq.

    Natalie Wagner, Esq.

    Michael G. Doherty, Esq.

    Jessica Reece, Esq.