Loomis Sayles Funds Ii

Filed: 25 Jun 15, 8:00pm

June 26, 2015

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, DC 20549-0504

Attention: Stephanie Hui, Esq.




Registrant:         Loomis Sayles Funds II


File No.:              811-06241


Filing Type:        Form N-1A

Dear Ms. Hui:

This letter responds to an additional comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by telephone on June 25, 2015, regarding the post-effective amendment to the Loomis Sayles Funds II (the “Registrant”) registration statement on Form N-1A for the Loomis Sayles Small/Mid Cap Growth Fund (the “Fund”), which was filed with the Commission on April 13, 2015 (the “Registration Statement”). For your convenience, we have summarized the additional 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 June 30, 2015.


Comment. Please confirm that the Adviser will be permitted to recover management fees waived and/or expenses reimbursed only to the extent the expenses in later periods fall below the stated expense cap.

Response.In response to the comment the Registrant has revised the disclosure as follows:

Loomis, Sayles & Company, L.P. (“Loomis Sayles” 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 for Institutional Class shares, exclusive of brokerage expenses, interest expense, taxes, acquired fund fees and expenses, organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through January 31, 2017 and may be terminated before then only with the consent of the Fund’s Board of Trustees. The Adviser will be permitted to recover, on a class-by-class basis,management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below0.85% of the Fund’s average daily net assetsthe applicable expense limitation for Institutional Class Shares. 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.

In connection with the above-referenced filing, we acknowledge that:



The Registrant is responsible for the adequacy and accuracy of the disclosure in the above-referenced filing;


Staff comments or changes to disclosure in response to Staff comments in the filing reviewed by the Staff do not foreclose the Commission from taking any action with respect to the above-referenced filing; and


The Registrant may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, we understand that the Division of Enforcement of the Commission has access to all information provided to the Staff in its review of the above-referenced filings or in response to the Division of Investment Management’s comments on the filings.

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

Very truly yours,

/s/ John M. DelPrete

John M. DelPrete

Assistant Secretary

Loomis Sayles Funds II



Russell L. Kane, Esq.


Michael G. Doherty, Esq.


John M. Loder, Esq.