POS EX

As filed with the Securities and Exchange Commission on October 8, 2008

Securities Act File No. 333-152161

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. ¨

Post-Effective Amendment No. 1

NATIXIS FUNDS TRUST II

(Exact Name of Registrant as Specified in Charter)

399 Boylston Street, Boston MA 02116

(Address of Principal Executive Offices)

(617) 449-2810

(Registrant’s Telephone Number, Including Area Code)

Coleen Downs Dinneen, Esq.

Natixis Distributors, L.P.

399 Boylston Street

Boston, MA 02116

(Name and Address of Agent for Service)

Copy to:

John M. Loder, Esq.

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02109

It is proposed that this filing will become effective immediately upon filing pursuant to paragraph (d) of Rule 462 under the Securities Act of 1933, as amended solely for the purpose of adding the enclosed exhibits to such Registration Statement.

Pursuant to the provisions of Rule 24f-2 under the Investment Company Act of 1940, Registrant declares that an indefinite number of its shares are being registered under the Securities Act of 1933 by this registration statement.

There have been no changes to the information statement/prospectus or statement of additional information as filed with the Registrant’s Registration Statement on Form N-14 (File No. 333-152161), as filed with the Commission on July 7, 2008 (Accession No. 0001193125-08-147314) and as supplemented July 8, 2008 (Accession No. 0001193125-08-172077).

Registration Nos. 333-152161

NATIXIS FUNDS TRUST II

PART C

OTHER INFORMATION

Item 15. Indemnification.

Under Article 5 of the Registrant’s By-laws, any past or present Trustee or officer of the Registrant (hereinafter referred to as a “Covered Person”) shall be indemnified to the fullest extent permitted by law against all liability and all expenses reasonably incurred by him or her in connection with any claim, action, suit or proceeding to which he or she may be a party or otherwise involved by reason of his or her being or having been a Covered Person. That provision does not authorize indemnification when it is determined that such Covered Person would otherwise be liable to the Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties. This description is modified in its entirety by the provision of Article 5 of the Registrant’s By-laws incorporated by reference to exhibit (b)(1) to post-effective amendment (“PEA”) No. 128 to the Registration Statement filed on January 30, 2006.

The Distribution Agreements, the Custodian Agreement, the Transfer Agency and Service Agreement and the Administrative Services Agreement (the “Agreements”) contained herein or in various post-effective amendments and incorporated herein by reference, provide for indemnification. The general effect of these provisions is to indemnify entities contracting with the Registrant against liability and expenses in certain circumstances. This description is modified in its entirety by the provisions of the Agreements as contained in this Registration Statement and incorporated herein by reference.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to Trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Trustee, officer or controlling person of the Registrant in connection with the successful defense of any claim, action, suit or proceeding) is asserted against the Registrant by such Trustee, officer or controlling person in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The Registrant and its Trustees, officers and employees are insured, under a policy of insurance maintained by the Registrant in conjunction with Natixis Global Asset Management, L.P. and its affiliates, within the limits and subject to the limitations of the policy, against certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities that might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been such Trustees or officers. The policy expressly excludes coverage for any Trustee or officer for any claim arising out of any fraudulent act or omission, any dishonest act or omission or any criminal act or omission of the Trustee or officer.

Item 16. Exhibits

(1)		Articles of Incorporation.
	(a)	The Registrant’s Fourth Amended and Restated Agreement and Declaration of Trust dated June 2, 2005 (the “Agreement and Declaration”) is incorporated by reference to exhibit (a)(1) to PEA No. 128 to the initial registration statement (“Registration Statement”) filed on January 30, 2006.

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	(b)		Amendment No. 1 dated June 1, 2007 to the Agreement and Declaration is incorporated by reference to exhibit (a)(2) to PEA No. 132 to the Registration Statement filed on January 28, 2008.
	(c)		Memorandum and Articles of Association of ASG Global Alternatives Cayman Fund Ltd. (the “Commodity Subsidiary”) dated August 11, 2008 is incorporated by reference to exhibit (a)(3) to PEA No. 138 to the Registration Statement filed on September 29, 2008.
(2)			By-Laws.
			The Registrant’s Amended and Restated By-Laws dated June 2, 2005 (the “By-Laws”) are incorporated by reference to exhibit (b)(1) to PEA No. 128 to the Registration Statement filed on January 30, 2006.
(3)			Voting Trust Agreements.
			None.
(4)			Agreement and Plan of Reorganization is filed herewith.
(5)			Instruments Defining Rights of Security Holders.
			Rights of shareholders as described in Article III, Section 6 of the Registrant’s Agreement and Declaration is incorporated by reference to exhibit (c) to PEA No. 128 to the Registration Statement filed on January 30, 2006.
(6)			Investment Advisory Contracts.
	(a)	(i)	Advisory Agreement dated October 30, 2000 between the Registrant, on behalf of Harris Associates Large Cap Value Fund, and Natixis Asset Management Advisors, L.P. (formerly IXIS Asset Management Advisors, L.P.) (“Natixis Advisors”) is incorporated by reference to exhibit (d)(1)(i) to PEA No. 114 to the Registration Statement filed on February 27, 2001.
		(ii)	Advisory Agreement between the Registrant, on behalf of Delafield Select Fund, and Reich & Tang Asset Management, LLC (“Reich & Tang”) is filed herewith.
		(iii)	Advisory Agreement between the Registrant, on behalf of ASG Global Alternatives Fund, and AlphaSimplex Group, LLC (“AlphaSimplex”) is incorporated by reference to exhibit (d)(1)(iii) to PEA No. 138 to the Registration Statement filed on September 29, 2008.
		(iv)	Advisory Agreement between the Registrant, on behalf of Vaughan Nelson Value Opportunity Fund, and Natixis Advisors to be filed by Amendment.
		(v)	Form of Advisory Agreement between the Commodity Subsidiary and AlphaSimplex to be filed by amendment.
	(b)	(i)	Sub-advisory Agreement dated October 29, 2002 among Registrant, on behalf of Harris Associates Large Cap Value Fund, Natixis Advisors, and Harris Associates L.P. (“Harris Associates”) is incorporated by reference to exhibit (d)(2)(i) to PEA No. 119 to the Registration Statement filed on April 29, 2003.

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		(ii)	Amendment No.1 dated July 1, 2005 to Sub-advisory Agreement dated October 29, 2002 among Registrant, on behalf of Harris Large Cap Value Fund, Natixis Advisors, and Harris Associates is incorporated by reference to exhibit (d)(2)(ii) to PEA No. 128 to the Registration Statement filed on January 30, 2006.
		(iii)	Sub-Advisory Agreement among Registrant, on behalf of ASG Global Alternatives Fund, AlphaSimplex and Reich & Tang is incorporated by reference to exhibit (d)(2)(iii) to PEA No. 138 to the Registration Statement filed on September 29, 2008.
		(iv)	Sub-Advisory Agreement among Registrant on behalf of Vaughan Nelson Value Opportunity Fund, Natixis Advisors and Vaughan Nelson Investment Management, L.P. (“Vaughan Nelson”) to be filed by Amendment.
		(v)	Form of Advisory Agreement between the Commodity Subsidiary and AlphaSimplex to be filed by amendment.
(7)			Underwriting Contracts.
	(a)		Distribution Agreement dated March 3, 2003 between Registrant, on behalf of Harris Associates Large Cap Value Fund, and Natixis Distributors, L.P. (formerly IXIS Asset Management Distributors, L.P.) (“Natixis Distributors”) is incorporated by reference to exhibit (e)(1) to PEA No. 119 to the Registration Statement filed on April 29, 2003.
	(b)		Distribution Agreement between Registrant, on behalf of Delafield Select Fund, and Natixis Distributors is filed herewith.
	(c)		Form of Dealer Agreement used by Natixis Distributors is incorporated by reference to exhibit (e)(3) to PEA No. 134 to the Registration Statement filed on April 29, 2008.
	(d)		Distribution Agreement between Registrant, on behalf of ASG Global Alternatives Fund, and Natixis Distributors is incorporated by reference to exhibit (e)(4) to PEA No. 138 to the Registration Statement filed on September 29, 2008.
	(e)		Distribution Agreement between Registrant on behalf of Vaughan Nelson Value Opportunity Fund, and Natixis Distributors to be filed by Amendment.
(8)			Bonus or Profit Sharing Contracts.
			Not applicable.
(9)			Custodian Agreements.
	(a)		Custodian Contract dated September 1, 2005 among Registrant, on behalf of its respective series, Natixis Funds Trust I (formerly IXIS Advisor Funds Trust I), Natixis Funds Trust III (formerly IXIS Advisor Funds Trust III), Natixis Funds Trust IV (formerly IXIS Advisor Funds Trust IV), Natixis Cash Management Trust (formerly IXIS Advisor Cash Management Trust), Loomis Sayles Funds I, Loomis Sayles Funds II and State Street Bank and Trust Company (“State Street”) is incorporated by reference to exhibit (g)(1) to PEA No. 128 to the Registration Statement filed on January 30, 2006.

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	(b)		Amendment No. 1 dated September 15, 2006 to Master Custody Agreement dated September 1, 2005 among the Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II and State Street is incorporated by reference to exhibit (g)(2) to PEA No. 130 filed on January 26, 2007.
	(c)		Form of Custody Services Agreement between the Commodity Subsidiary and State Street to be filed by amendment.
(10)			Rule 12b-1 Plan.
	(a)	(i)	Rule 12b-1 Plan for Class A shares of Harris Associates Large Cap Value Fund is incorporated by reference to exhibit (m)(1)(a) to PEA No. 115 to the Registration Statement filed on April 30, 2001.
		(ii)	Rule 12b-1 Plan for Class B shares of Harris Associates Large Cap Value Fund is incorporated by reference to exhibit (m)(1)(b) to PEA No. 119 to the Registration Statement filed on April 29, 2003.
		(iii)	Rule 12b-1 Plan for Class C shares of Harris Associates Large Cap Value Fund is incorporated by reference to exhibit (m)(1)(c) to PEA No. 115 to the Registration Statement filed on April 30, 2001.
	(b)	(i)	Amended and Restated Rule 12b-1 Plan dated July 1, 2004 for Class A shares of Loomis Sayles Massachusetts Tax Free Income Fund is incorporated by reference to exhibit (m)(2)(a) to PEA No. 124 to the Registration Statement filed on December 2, 2004.
		(ii)	Rule 12b-1 Plan for Class B shares of Loomis Sayles Massachusetts Tax Free Income Fund is incorporated by reference to exhibit (3)(b) to PEA No. 119 to the Registration Statement filed on April 29, 2003.
	(c)	(i)	Rule 12b-1 Plan relating to Class A shares of Delafield Select Fund is filed herewith.
		(ii)	Rule 12b-1 Plan relating to Class C shares of Delafield Select Fund is filed herewith.
	(d)	(i)	Rule 12b-1 Plan for Class A shares of ASG Global Alternatives Fund is incorporated by reference to exhibit (m)(3)(a) to PEA No. 138 to the Registration Statement filed on September 29, 2008.
		(ii)	Rule 12b-1 Plan for Class C shares of ASG Global Alternatives Fund is incorporated by reference to exhibit (m)(3)(b) to PEA No. 138 to the Registration Statement filed on September 29, 2008.
	(e)	(i)	Rule 12b-1 Plan for Class A shares of Vaughan Nelson Value Opportunity Fund to be filed by Amendment.
		(ii)	Rule 12b-1 Plan for Class C shares of Vaughan Nelson Value Opportunity Fund to be filed by Amendment.
	(f)		Rule 18f-3.
			Plan. Plan pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended, effective September 2007, is incorporated by reference to exhibit (n) to PEA No. 132 to the Registration Statement filed on January 28, 2008.

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(11)			Opinion and Consent of Ropes & Gray LLP as to the legality of the securities being registered is incorporated by reference to exhibit (11) to the Registration Statement on Form N-14 filed on July 7, 2008.
(12)			Opinion and Consent of Ropes & Gray LLP relating to Tax Matters and Consequences to Shareholders is filed herewith.
(13)			Other Material Contracts.
	(a)	(i)	Transfer Agency and Services Agreement dated October 1, 2005 among the Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II and Boston Financial Data Services, Inc. (“Boston Financial”) is incorporated by reference to exhibit (h)(1)(i) to PEA No. 128 to the Registration Statement filed on January 30, 2006.
		(ii)	Revised Appendix A dated July 17, 2006 to the Transfer Agency and Services Agreement dated October 1, 2005 among the Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II, and Boston Financial is incorporated by reference to exhibit (h)(1)(ii) to PEA No. 130 filed on January 26, 2007.
	(b)	(i)	Administrative Services Agreement dated January 3, 2005 between the Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II and Natixis Advisors is incorporated by reference to PEA No. 125 to the Registration Statement filed on January 28, 2005.
		(ii)	First Amendment dated November 1, 2005 to the Administrative Services Agreement between the Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II and Natixis Advisors is incorporated by reference to exhibit (h)(2)(ii) to PEA No. 128 to the Registration Statement filed on January 30, 2006.
		(iii)	Second Amendment dated January 1, 2006 to Administrative Services Agreement between the Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II and Natixis Advisors is incorporated by reference to exhibit (h)(2)(iii) to PEA No. 128 to the Registration Statement filed on January 30, 2006.
		(iv)	Third Amendment dated July 1, 2007 to Administrative Services Agreement between the Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II and Natixis Advisors is incorporated by reference to exhibit (h)(2)(iv) to PEA No. 132 to the Registration Statement filed on January 28, 2008.
		(v)	Fourth Amendment dated September 17, 2007 to the Administrative Services Agreement between the Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II and Natixis Advisors is incorporated by reference to exhibit (h)(2)(v) to PEA No. 132 to the Registration Statement filed on January 28, 2008.

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	(vi)	Fifth Amendment dated February 1, 2008 to the Administrative Services Agreement between the Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II and Natixis Advisors is incorporated by reference to exhibit (h)(2)(vi) to PEA No. 132 to the Registration Statement filed on January 28, 2008.
	(vii)	Sixth Amendment dated February 19, 2008 to the Administrative Services Agreement between the Registrant on behalf of its series, Natixis Funds Trust I, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II, Hansberger International Series and Natixis Advisors is incorporated by reference to exhibit (h)(2)(vii) to PEA No. 134 to the Registration Statement filed on April 29, 2008.
	(viii)	Seventh Amendment dated July 1, 2008 to the Administrative Agreement between the Registrant on behalf of its series, Natixis Funds Trust I, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II, Hansberger International Series, Gateway Trust and Natixis Advisors is incorporated by reference to exhibit (h)(2)(viii) to PEA No. 138 to the Registration Statement filed on September 29, 2008.
	(ix)	Eighth Amendment dated September 29, 2008 to the Administrative Agreement between the Registrant on behalf of its series, Natixis Funds Trust I, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II, Hansberger International Series, Gateway Trust and Natixis Advisors is incorporated by reference to exhibit (h)(2)(ix) to PEA No. 138 to the Registration Statement filed on September 29, 2008.
	(x)	Form of Administrative Services Agreement between the Commodity Subsidiary and Natixis Advisors to be filed by amendment.
	(xi)	Form of Sub-Administrative Services Agreement among the Commodity Subsidiary, State Street and Natixis Advisors to be filed by amendment.
(c)		Securities Lending Authorization Agreement dated September 1, 2005 among the Registrant, on behalf of its respective series, Natixis Funds Trust I, Natixis Funds Trust III, Natixis Funds Trust IV, Natixis Cash Management Trust, Loomis Sayles Funds I, Loomis Sayles Funds II, and State Street is incorporated by reference to exhibit (h)(3)(i) to PEA No. 128 to the Registration Statement filed on January 30, 2006.
(d)		Natixis Advisors Fee Waiver/Expense Reimbursement Undertakings dated April 30, 2007 between Natixis Advisors and the Registrant, on behalf of Harris Associates Large Cap Value Fund is incorporated by reference to exhibit (h)(4) to PEA No. 131 to the Registration Statement filed on April 27, 2007.
(e)		Natixis Advisors Fee Waiver/Expense Reimbursement Undertakings dated October 30, 2008 between Natixis Advisors and the Registrant, on behalf of Vaughan Nelson Value Opportunity Fund is incorporated by reference to exhibit (h)(5) to PEA No. 137 to the Registration Statement filed on August 15, 2008.
(f)		Reliance Agreement for Exchange Privileges dated September 30, 2003 by and among Natixis Funds Trust IV, Natixis Funds Trust I, Registrant, Natixis Funds Trust III, Natixis Cash Management Trust, Loomis Sayles Funds I and Loomis Sayles Funds II is incorporated by reference to exhibit (h)(6) to PEA No. 120 to the Registration Statement filed on November 28, 2003.

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	(g)		Advisory Administration Agreement dated September 1, 2003 between Registrant, with respect to Loomis Sayles Massachusetts Tax Free Income Fund, and Natixis Advisors is incorporated by reference to exhibit (h)(7) to PEA No. 120 to the Registration Statement filed on November 28, 2003.
	(h)		Administrative Services Fee Waiver dated October 1, 2007 between Natixis Advisors and the Registrant, on behalf of Loomis Sayles Massachusetts Tax Free Income Fund and Harris Associates Large Cap Value Fund is incorporated by reference to exhibit (h)(8) to PEA No. 132 to the Registration Statement filed on January 28, 2008.
	(i)		AlphaSimplex Fee Waiver/Expense Reimbursement Undertaking dated September 29, 2008 between the Registrant, on behalf of ASG Global Alternatives Fund, and AlphaSimplex is incorporated by reference to exhibit (h)(6) to PEA No. 138 to the Registration Statement filed on September 29, 2008.
	(j)		Reich & Tang Fee Waiver/Expense Reimbursement Undertakings dated September 28, 2008 between Reich & Tang Asset Management, LLC and the Registrant, on behalf of Delafield Select Fund is filed herewith.
(14)			Other Opinions, Appraisals or Rulings.
			Consent of Sanville & Company is incorporated by reference to exhibit (14) to the Registration Statement on Form N-14 filed on July 7, 2008.
(15)			Omitted Financial Statements.
			None.
		(l)	Initial Capital Agreements.
			Not applicable.
(16)			Powers of Attorney.
		(1)	Powers of Attorney for Graham T. Allison, Jr., Daniel M. Cain, John T. Hailer, Edward Benjamin, Robert Blanding and Sandra O. Moose dated October 18, 2004 designating John M. Loder, Coleen Downs Dinneen, Russell Kane and Michael Kardok as attorneys to sign for each Trustee is incorporated by reference to exhibit (q)(1) to PEA No. 124 to the Registration Statement filed on December 2, 2004.
		(2)	Powers of Attorney for Charles D. Baker and Cynthia L. Walker are incorporated by reference to exhibit (q)(2) to PEA No. 128 to the Registration Statement filed on January 30, 2006.
		(3)	Power of Attorney for Jonathan P. Mason is incorporated by reference to exhibit (q)(3) to PEA No. 131 to the Registration Statement filed on April 27, 2007.
		(4)	Power of Attorney for Kenneth A. Drucker is incorporated by reference to exhibit (q)(4) to PEA No. 136 to the Registration Statement filed on July 17, 2008.
(17)			Additional Exhibits.
			None.

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Item 17. Undertakings.

(1) Registrant hereby agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) Registrant hereby agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

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NATIXIS FUNDS TRUST II

SIGNATURES

As required by the Securities Act of 1933, this registration statement has been signed on behalf of the registrant, in the City of Boston, and the Commonwealth of Massachusetts on the 8th day of October, 2008.

NATIXIS FUNDS TRUST II
By:	/s/ David L. Giunta
	David L. Giunta
	Chief Executive Officer

As required by the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ David L. Giunta David L. Giunta	President and Chief Executive Officer	October 8, 2008
/s/ Michael C. Kardok Michael C. Kardok	Treasurer	October 8, 2008
/s/ Graham T. Allison, Jr.* Graham T. Allison, Jr.	Trustee	October 8, 2008
/s/ Charles D. Baker * Charles D. Baker	Trustee	October 8, 2008
/s/ Edward A. Benjamin * Edward A. Benjamin	Trustee	October 8, 2008
/s/ Robert J. Blanding * Robert J. Blanding	Trustee	October 8, 2008
/s/ Daniel M. Cain * Daniel M. Cain	Trustee	October 8, 2008
/s/ Kenneth A. Drucker * Kenneth A. Drucker	Trustee	October 8, 2008
/s/ John T. Hailer * John T. Hailer	Trustee	October 8, 2008
/s/ Jonathan P. Mason* Jonathan P. Mason	Trustee	October 8, 2008
/s/ Sandra O. Moose* Sandra O. Moose	Trustee, Chairperson of the Board	October 8, 2008
/s/ Cynthia L. Walker* Cynthia L. Walker	Trustee	October 8, 2008

*By:	/s/ Coleen Downs Dinneen
	Coleen Downs Dinneen
	Attorney-In-Fact**/***/****/*****
	October 8, 2008

**	Powers of Attorney for Graham T. Allison, Jr., Edward A. Benjamin, Robert J. Blanding, Daniel M. Cain, John T. Hailer and Sandra O. Moose are incorporated by reference to exhibit (q) to PEA No. 124 to the Registration Statement filed on December 2, 2004.
***	Powers of Attorney for Charles D. Baker and Cynthia L. Walker are incorporated by reference to exhibit (q)(2) to PEA No. 128 to the Registration Statement filed on January 30, 2006.
****	Power of Attorney for Jonathan P. Mason is incorporated by reference to exhibit (q)(3) to PEA No. 131 to the Registration Statement filed on April 27, 2007.
*****	Power of Attorney for Kenneth A. Drucker is incorporated by reference to exhibit (q)(4) to PEA No. 136 to the Registration Statement filed on July 17, 2008.

NATIXIS FUNDS TRUST II

EXHIBIT INDEX

Exhibits for Item 16 of Form N-14

Exhibit	Description
(4)	Agreement and Plan of Reorganization.
(6)(a)(ii)	Advisory Agreement between the Registrant, on behalf of Delafield Select Fund, and Reich & Tang Asset Management, LLC.
(7)(b)	Distribution Agreement between Registrant, on behalf of Delafield Select Fund, and Natixis Distributors.
(10)(c)(i)	Rule 12b-1 Plan relating to Class A shares of Delafield Select Fund.
(10)(c)(ii)	Rule 12b-1 Plan relating to Class C shares of Delafield Select Fund.
(12)	Opinion and Consent of Ropes & Gray LLP relating to Tax Matters and Consequences to Shareholders.
(13)(j)	Reich & Tang Fee Waiver/Expense Reimbursement Undertakings dated September 28, 2008 between Reich & Tang Asset Management, LLC and the Registrant, on behalf of Delafield Select Fund.

EX-99.(4)

Exhibit 99.4

AGREEMENT AND PLAN OF REORGANIZATION

This Agreement and Plan of Reorganization (the “Agreement”) is made as of September 24, 2008 by and between Reich & Tang Concentrated Portfolio L.P. (the “Acquired Fund”), a Delaware limited partnership, and Delafield Select Fund (the “Acquiring Fund”), a series of Natixis Funds Trust II, a Massachusetts business trust (the “Trust”).

PLAN OF REORGANIZATION

(a) The Acquired Fund shall sell, assign, convey, transfer and deliver to the Acquiring Fund on the Exchange Date (as defined in Section 6) all of its properties and assets. In consideration therefor, the Acquiring Fund shall, on the Exchange Date, assume all of the known and unknown liabilities of the Acquired Fund existing at the Valuation Time (as defined in Section 3(c)) and deliver to the Acquired Fund a number of full and fractional Class Y shares of beneficial interest of the Acquiring Fund (the “Merger Shares”) having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred to the Acquiring Fund on such date less the value of the liabilities of the Acquired Fund assumed by the Acquiring Fund on that date. It is intended that the transfer of assets by the Acquired Fund to the Acquiring Fund in exchange for the Merger Shares constitute a transaction described in Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”).

(b) Upon consummation of the transactions described in paragraph (a) of this Plan of Reorganization, the Acquired Fund shall distribute the Merger Shares in complete liquidation to its partners of record as of the Exchange Date, each partner being entitled to receive that proportion of the Merger Shares that such partner is entitled to receive upon liquidation under the terms of the Acquired Fund’s limited partnership agreement (the “Limited Partnership Agreement”). Certificates representing the Merger Shares will not be issued. All issued and outstanding partnership interests in the Acquired Fund will simultaneously be cancelled on the books of the Acquired Fund.

(c) As soon as practicable following the liquidation of the Acquired Fund as aforesaid, the Acquired Fund shall be dissolved pursuant to the provisions of the Limited Partnership Agreement, and applicable law, and its legal existence terminated. Any reporting responsibility of the Acquired Fund is and shall remain the responsibility of the Acquired Fund up to and including the Exchange Date and, if applicable, such later date on which the Acquired Fund is dissolved. The transactions referred to in the first sentence of this paragraph (c), together with the transactions referred to in paragraphs (a) and (b) above, are sometimes referred to herein as the “Reorganization.”

AGREEMENT

The Trust, on behalf of the Acquiring Fund, and the Acquired Fund agree as follows:

1. Representations, Warranties and Agreements of the Acquiring Fund. The Trust, and not the individual Trustees and officers thereof, on behalf of the Acquiring Fund, represents and warrants to the best of its knowledge and agrees with the Acquired Fund that:

a. The Acquiring Fund is a series of shares of the Trust, a Massachusetts business trust duly established and validly existing under the laws of the Commonwealth of Massachusetts, and has power to own all of its properties and assets and to carry out its obligations under this Agreement. The Trust is qualified as a foreign association in every jurisdiction where required, except to the extent that failure to so qualify would not have a material adverse effect on the Trust or the Acquiring Fund. Each of the Trust and the Acquiring Fund has all necessary federal, state and local authorizations to carry on its business as now being conducted and to carry out this Agreement.

b. The Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company, and such registration has not been revoked or rescinded and is in full force and effect.

c. The Acquiring Fund has no assets and liabilities, except for nominal shares issued and redeemed prior to the consummation of the transactions contemplated hereby.

d. The Trust is not in violation in any material respect of any provisions of its Fourth Amended and Restated Agreement and Declaration of Trust, as amended to date (the “Declaration of Trust”), or its Amended and Restated By-Laws (“By-Laws”) or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Trust is a party or by which the Acquiring Fund is bound, and the execution, delivery and performance of this Agreement will not result in any such violation.

e. The prospectuses and statement of additional information of the Acquiring Fund, each dated June 25, 2008 and each as from time to time amended or supplemented (collectively, the “Acquiring Fund Prospectus”), previously furnished to the Acquired Fund, (i) conform in all material respects to the applicable requirements of the Securities Act of 1933, as amended (the “1933 Act”), and (ii) did not as of such date and do not contain, with respect to the Trust or the Acquiring Fund, any untrue statements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

f. There are no material legal, administrative or other proceedings pending or threatened against the Trust or the Acquiring Fund, which assert liability on the part of the Trust or the Acquiring Fund. Neither the Trust nor the Acquiring Fund knows of any facts which might form the basis for the institution of such proceedings, nor is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated.

g. The Acquiring Fund has no known liabilities of a material nature, contingent or otherwise.

h. The Acquiring Fund has not commenced operations and has not yet filed its first federal income tax return. As of the Exchange Date, the Acquiring Fund will be classified as a corporation for federal income tax purposes. At the completion of its first taxable year, the Acquiring Fund will file its federal income tax return as a “regulated investment company” and until such time will take all steps necessary to ensure that it qualifies for taxation as a “regulated investment company” under Sections 851 and 852 of the Code.

i. No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), the 1940 Act and state securities or “Blue Sky” laws (which term as used herein shall include the laws of the District of Columbia and of Puerto Rico).

j. There are no material contracts outstanding to which the Acquiring Fund is a party, other than as are or will be disclosed in the Registration Statement or the Acquired Fund Information Statement (each as defined in Section 1(p) herein) or the Acquiring Fund Prospectus.

k. All of the issued and outstanding shares of beneficial interest of the Acquiring Fund have been offered for sale and sold in conformity with all applicable federal and state securities laws (including any applicable exemptions therefrom), or the Acquiring Fund has taken any action necessary to remedy any prior failure to have offered for sale and sold such shares in conformity with such laws.

l. The Merger Shares will be registered under the 1933 Act with the Securities and Exchange Commission upon effectiveness of the Registration Statement (as defined in Section 1(p) herein) and the issuance, offering and sale of the Merger Shares pursuant to this Agreement will be in compliance with all applicable federal and state securities or “Blue Sky” laws.

m. The Merger Shares to be issued to the Acquired Fund have been duly authorized and, when issued and delivered pursuant to this Agreement, will be legally and validly issued Class Y shares of beneficial interest in the Acquiring Fund and will be fully paid and, except as set forth in the Registration Statement, nonassessable by the Acquiring Fund, and no shareholder of the Acquiring Fund will have any preemptive right of subscription or purchase in respect thereof.

n. All shares of the Acquiring Fund that are issued and outstanding have been, are, and at the Exchange Date will be, duly and validly issued and outstanding, fully paid and, except as set forth in the Registration Statement, nonassessable by the

Acquiring Fund. The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquiring Fund shares, nor is there outstanding any security convertible into any of the Acquiring Fund shares.

o. The Acquiring Fund has not yet commenced investment operations.

p. The registration statement on Form N-14 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) by the Trust on behalf of the Acquiring Fund, which registers the Merger Shares issuable hereunder and is also the information statement of the Acquired Fund relating to the solicitation of the Acquired Fund’s limited partners referred to in Section 7 herein (together with the documents incorporated therein by reference, the “Acquired Fund Information Statement”), on the effective date of the Registration Statement and on the date hereof (i) did comply and does comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder and (ii) did not and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at the time of the effectiveness of the consent of the limited partners of the Acquired Fund referred to in Section 7, on the date hereof and on the Exchange Date, the prospectus which is contained in the Registration Statement, as amended or supplemented by any amendments or supplements filed with the Commission by the Trust, and the Acquired Fund Information Statement did not, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that none of the representations and warranties in this subparagraph (p) shall apply to statements in or omissions from the Registration Statement or the Acquired Fund Information Statement made in reliance upon and in conformity with information furnished by the Acquired Fund for use in the Registration Statement or the Acquired Fund Information Statement.

q. The Trust satisfies the fund governance standards defined in Rule 0-1(a)(7) under the 1940 Act.

2. Representations, Warranties and Agreements of the Acquired Fund. The Acquired Fund represents and warrants to the best of its knowledge and agrees with the Trust, on behalf of the Acquiring Fund that:

a. The Acquired Fund is a Delaware limited partnership duly formed and validly existing under the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101 et seq.) (the “Act”) and has power to own all of its properties and assets and to carry out this Agreement. The Acquired Fund is qualified as a foreign association in every jurisdiction where required, except to the extent that failure to so qualify would not have a material adverse effect on the Acquired Fund or the Acquired Fund. The Acquired Fund has all necessary federal, state and local authorizations to own all of its properties and assets and to carry on its business as now being conducted and to carry out this Agreement.

b. A statement of assets, liabilities and partners’ capital, statement of operations, statement of changes in partners’ capital, schedule of investments and statement of cash flows of the Acquired Fund as of and for the period ended December 31, 2007 have been furnished to the Acquiring Fund prior to the Exchange Date. The Acquired Fund’s statement of assets, liabilities and partners’ capital fairly presents the financial position of the Acquired Fund as of such date and said statements of operations and changes in partners’ capital fairly reflect the results of its operations and changes in net assets for the periods covered thereby in conformity with U.S. generally accepted accounting principles.

c. Since December 31, 2007 there has not been any material adverse change in the Acquired Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business), or any incurrence by the Acquired Fund of indebtedness, except as disclosed in writing to the Acquiring Fund. For the purposes of this subsection (c) and of Section 9(a) of this Agreement, distributions of net investment income and net realized capital gains, changes in portfolio securities, changes in the market value of portfolio securities or net redemptions shall be deemed to be in the ordinary course of business.

d. The Acquired Fund is not in violation in any material respect of any provision of its Limited Partnership Agreement or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Acquired Fund is a party or by which the Acquired Fund is bound, and the execution, delivery and performance of this Agreement will not result in any such violation.

e. The confidential private offering memorandum of the Acquired Fund dated April 15, 2005, as from time to time supplemented (including through letters sent to the limited partners) (the “Confidential Memorandum”), previously furnished to the Acquiring Fund, did not contain as of such date and does not contain, with respect to the Acquired Fund, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

f. The Acquired Fund’s investment operations from July 31, 1998 to the date hereof have been in compliance in all material respects with the investment policies and investment restrictions set forth in the Confidential Memorandum.

g. At the Exchange Date, the Acquired Fund will have good and marketable title to its assets to be transferred to the Acquiring Fund pursuant to this Agreement and will have full right, power and authority to sell, assign, transfer and deliver the Investments (as defined below) and all other assets and known and unknown liabilities of the Acquired Fund to be transferred to the Acquiring Fund pursuant to this Agreement. At the Exchange Date, subject only to the delivery of the Investments and any such other assets and liabilities and payment therefor as contemplated by this Agreement, the Acquiring Fund will acquire good and marketable title thereto and will acquire the Investments and any such other assets and liabilities subject to no encumbrances, liens or security interests whatsoever and without any restrictions upon the transfer thereof, except as previously disclosed in writing to the Acquiring Fund.

h. There are no material legal, administrative or other proceedings pending or threatened against the Acquired Fund, which assert liability on the part of the Acquired Fund. The Acquired Fund knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated.

i. There are no material contracts outstanding to which the Acquired Fund is a party, other than as are or will be disclosed in the Acquired Fund Information Statement, or have been disclosed or made available to Natixis Asset Management Advisors, L.P.

j. The Acquired Fund has no known liabilities of a material nature, contingent or otherwise, other than those that are shown on the Acquired Fund’s statement of assets and liabilities as of December 31, 2007 referred to above and those incurred in the ordinary course of its business since such date. Prior to the Exchange Date, the Acquired Fund will quantify and reflect on its balance sheet all of its material known liabilities and will advise the Acquiring Fund of all material liabilities, contingent or otherwise, incurred by it subsequent to December, 2007 whether or not incurred in the ordinary course of business.

k. The Acquired Fund is classified as a partnership for federal and state income tax purposes. As of the Exchange Date, the Acquired Fund will have filed all required federal and other tax returns and reports which, to the knowledge of the general partner of the Acquired Fund (the “General Partner”), are required to have been filed by the Acquired Fund by such date and will have paid all federal and other taxes shown to be due on said returns or otherwise required to be paid by it. All tax liabilities of the Acquired Fund have been adequately provided for on its books, and no tax deficiency or liability of the Acquired Fund has been asserted, and no question with respect thereto has been raised or is under audit by the Internal Revenue Service or by any state, local or other tax authority for taxes in excess of those already paid.

l. The Acquired Fund, has and, at the Exchange Date, will have, full right, power and authority to sell, assign, transfer and deliver the Investments (as defined below) and any other assets and liabilities of the Acquired Fund to be transferred to the Acquiring Fund pursuant to this Agreement. At the Exchange Date, subject only to the delivery of the Investments and any such other assets and liabilities as contemplated by this Agreement, the Acquiring Fund will acquire the Investments and any such other assets and liabilities subject to no encumbrances, liens or security interests whatsoever and without any restrictions upon the transfer thereof. As used in this Agreement, the term “Investments” shall mean the Acquired Fund’s investments shown on the schedule of its investments as of December 31, 2007 referred to in Section 2(b) hereof, as modified by such changes in the portfolio as the Acquired Fund shall make in the ordinary course of business since such date, and changes resulting from stock dividends, stock split-ups, mergers and similar corporate actions through the Exchange Date.

m. No registration under the 1933 Act of any of the Investments would be required if they were, as of the time of such transfer, the subject of a public distribution by either of the Acquiring Fund or the Acquired Fund, except as previously disclosed to the Acquiring Fund by the Acquired Fund.

n. No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, 1934 Act, the 1940 Act or state securities or “Blue Sky” laws.

o. [Intentionally omitted.]

p. All of the issued and outstanding limited partnership interests of the Acquired Fund have been offered for sale and sold in compliance with Regulation D under the 1933 Act and in conformity with all other applicable federal and state securities laws (including any applicable exemptions therefrom).

q. The limited partners of the Acquired Fund are duly admitted to the Acquired Fund as limited partners of the Acquired Fund. The Acquired Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquired Fund partnership interests, nor is there outstanding any security convertible into any of the Acquired Fund partnership interests.

r. The Acquired Fund Information Statement, on the date of its filing (i) complied in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at the time of the effectiveness of the consent of the limited partners of the Acquired Fund referred to in Section 7 and on the Exchange Date, the Acquired Fund Information Statement did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that none of the representations and warranties in this subsection shall apply to statements in or omissions from the Acquired Fund Information Statement made in reliance upon and in conformity with information furnished by the Acquiring Fund for use in the Acquired Fund Information Statement.

s. The Acquired Fund has no material contracts or other commitments (other than this Agreement, such other contracts as may be entered into in the ordinary course of its business and such other contracts as have been previously disclosed or made available to Natixis Asset Management Advisors, L.P.) which if terminated may result in material liability to the Acquired Fund (or to the Acquiring Fund as a result of the transactions contemplated by this Agreement) or under which (whether or not terminated) any material payments for periods subsequent to the Exchange Date will be due from the Acquired Fund (or from the Acquiring Fund as a result of the transactions contemplated by this Agreement).

t. The information provided by the Acquired Fund for use in the Registration Statement and Information Statement was accurate and complete in all material respects when supplied and complied with federal securities and other laws and regulations applicable thereto in all material respects, and has remained accurate and complete and in such compliance through the date hereof.

u. Reich & Tang Asset Management, LLC does not have any right under any current fee waiver, expense reimbursement or similar arrangement with the Acquired Fund to recoup any waived or reimbursed fees or expenses or other amounts from the Acquired Fund.

v. The Acquired Fund is not an investment company within the meaning of Section 3(a) of the 1940 Act pursuant to the exception from the definition of “investment company” set forth in Section 3(c)(1) of the 1940 Act.

3. Reorganization.

a. Subject to the requisite approval of the limited partners of the Acquired Fund and to the other terms and conditions contained herein, the Acquired Fund agrees to sell, assign, convey, transfer and deliver to the Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Exchange Date all of the Investments and all of the cash and other properties and assets of the Acquired Fund, whether accrued or contingent, in exchange for that number of shares of beneficial interest of the Acquiring Fund provided for in Section 4 and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund, whether accrued or contingent, existing at the Valuation Time. The Acquired Fund will, as soon as practicable after the Exchange Date, distribute all of the Merger Shares received by it to the partners of the Acquired Fund in complete liquidation of the Acquired Fund.

b. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest, cash or such dividends, rights and other payments received for the account of the Acquired Fund on or after the Exchange Date with respect to the Investments and other properties and assets of the Acquired Fund, whether accrued or contingent, received on or after the Exchange Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund at the Exchange Date and shall not be separately valued unless the securities in respect of which such distribution is made shall have gone “ex” such distribution prior to the Valuation Time, in which case any such distribution which remains unpaid at the Exchange Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund.

c. The Valuation Time shall be 4:00 p.m. Eastern time on the Exchange Date or such other time as may be mutually agreed upon in writing by the parties hereto (the “Valuation Time”).

d. In the event that immediately prior to the Valuation Time (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on said Exchange or elsewhere shall be disrupted so

that accurate appraisal of the net asset value of the Acquired Fund or the Acquiring Fund is impracticable, the Exchange Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored or such other date as may be agreed upon by the Trust and the Acquired Fund; provided that if trading shall not be fully resumed and reporting restored within seven business days after the Exchange Date, this Agreement may be terminated by the Acquiring Fund or the Acquired Fund upon the giving of written notice to the other party.

4. Exchange Date; Valuation Time. On the Exchange Date, the Acquiring Fund will deliver to the Acquired Fund a number of full and fractional Merger Shares having an aggregate net asset value equal to the value of the assets of the Acquired Fund on such date less the value of the liabilities of the Acquired Fund assumed by the Acquiring Fund on that date, determined as hereinafter provided in this Section 4.

a. The net asset value of the Merger Shares to be delivered to the Acquired Fund, the value of the assets of the Acquired Fund, and the value of the liabilities of the Acquired Fund to be assumed by the Acquiring Fund, shall in each case be determined as of the Valuation Time.

b. The net asset value of the Merger Shares shall be computed in the manner set forth in the Acquiring Fund Prospectus. The value of the assets and liabilities of the Acquired Fund shall be determined by the Acquiring Fund, in cooperation with the Acquired Fund, pursuant to procedures which the Acquiring Fund would use in determining the fair market value of the Acquiring Fund’s assets and liabilities. Each of the Acquired Fund and the Trust, on behalf of the Acquiring Fund, hereby agrees to cooperate with the other party in valuing the securities held by the Acquired Fund.

c. No adjustment shall be made in the net asset value of either the Acquired Fund or the Acquiring Fund to take into account differences in realized and unrealized gains and losses.

d. The Acquiring Fund shall issue the Merger Shares to the Acquired Fund. The Acquired Fund shall promptly distribute the Merger Shares to the partners of the Acquired Fund by establishing open accounts for each Acquired Fund partner on the transfer records of the Acquiring Fund. The Acquiring Fund and the Acquired Fund agree to cooperate in the establishment of such open accounts. Certificates representing Merger Shares will not be issued to Acquired Fund partners. Certificates representing partnership interests of the Acquired Fund, if any, shall automatically be cancelled and each holder of a certificate representing shares of the Acquired Fund shall cease to have any rights with respect thereto, except the right to receive Merger Shares as provided herein.

e. On the Exchange Date, the Acquiring Fund shall assume all liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, in connection with the acquisition of assets and subsequent liquidation and dissolution of the Acquired Fund or otherwise.

5. Expenses, Fees, etc.

a. Except as otherwise provided in this Section 5, Natixis Asset Management Advisors, L.P., by countersigning this Agreement, agrees that it will bear any and all costs and expenses of the transaction incurred by the Acquiring Fund and the Acquired Fund including the costs and expenses of the dissolution of the Acquired Fund, including without limitation the costs and expenses of any state or federal filings to terminate the existence of Acquired Fund; provided, however, that the Acquiring Fund and the Acquired Fund will each pay any brokerage commissions, dealer mark-ups and similar expenses (“Portfolio Expenses”) that it may incur in connection with the purchases or sale of portfolio securities; and provided further that, Natixis Asset Management Advisors, L.P. or its affiliates will pay or reimburse the Acquiring Fund for all governmental fees required in connection with the registration or qualification of the Merger Shares issued in connection with the reorganization described in this Agreement.

b. In the event the transactions contemplated by this Agreement are not consummated, then Natixis Asset Management Advisors, L.P. agrees that it shall bear all of the costs and expenses (other than Portfolio Expenses) incurred by both the Acquiring Fund and the Acquired Fund in connection with such transactions.

c. Notwithstanding any other provisions of this Agreement, if for any reason the transactions contemplated by this Agreement are not consummated, neither the Acquiring Fund nor the Acquired Fund shall be liable to the other for any damages resulting therefrom, including, without limitation, consequential damages, except as specifically set forth above.

d. Notwithstanding any of the foregoing, costs and expenses of the Acquiring Fund will in any event be paid by the Acquiring Fund if and to the extent that the payment by another party of such costs and expenses would result in the disqualification of the Acquiring Fund as a “regulated investment company” within the meaning of Subchapter M of the Code.

6. Exchange Date. Delivery of the assets of the Acquired Fund to be transferred, assumption of the liabilities of the Acquired Fund to be assumed, and delivery of the Merger Shares to be issued shall be made at the offices of Natixis Asset Management Advisors, L.P., 399 Boylston Street, Boston, MA 02116, as of the close of business on September 26, 2008, or at such other time and date agreed to by the Acquiring Fund and the Acquired Fund, the date and time upon which such delivery is to take place being referred to herein as the “Exchange Date.”

7. Consent of Limited Partners; Dissolution.

a. The Acquired Fund shall solicit the consent of the Acquired Fund’s limited partners to the Acquired Fund’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

b. The Acquired Fund agrees that the liquidation and dissolution of the Acquired Fund will be effected in the manner provided in the Limited Partnership Agreement in accordance with applicable law and that, after the Exchange Date, the Acquired Fund shall not conduct any business except in connection with its liquidation and dissolution.

c. The Acquiring Fund shall have filed the Registration Statement with the Commission. Each of the Acquired Fund and the Acquiring Fund shall cooperate with the other, and each will furnish to the other the information relating to itself required by the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement.

8. Conditions to the Acquiring Fund’s Obligations. The obligations of the Acquiring Fund hereunder shall be subject to the following conditions:

a. That the Acquired Fund shall have furnished to the Acquiring Fund a statement of the Acquired Fund’s assets and liabilities, with values determined as provided in Section 4 of this Agreement, together with a list of Investments with their respective tax costs, all as of the Valuation Time, certified on the Acquired Fund’s behalf by the General Partner or its affiliates, and a certificate of the General Partner, dated the Exchange Date, that there has been no material adverse change in the financial position of the Acquired Fund since December 31, 2007, other than changes in the Investments and other assets and properties since that date or changes in the market value of the Investments and other assets of the Acquired Fund, or changes due to dividends paid, and a certificate of the General Partner representing and warranting that there are no known liabilities, contingent or otherwise, of the Acquired Fund required to be reflected on a balance sheet (including notes thereto) in accordance with generally accepted accounting principles as of December 31, 2007 or in the Acquired Fund’s statement of assets and liabilities as of the Valuation Time that are not so reflected.

b. That the Acquired Fund shall have furnished to the Acquiring Fund a statement, dated the Exchange Date, signed by principal executive employees (e.g., directors, managers) of the General Partner certifying that as of the Exchange Date all representations and warranties of the Acquired Fund made in this Agreement are true and correct in all material respects as if made at and as of such date and the Acquired Fund has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date.

c. That there shall not be any material litigation pending with respect to the matters contemplated by this Agreement.

d. That the Acquiring Fund shall have received an opinion of Seward & Kissel LLP, counsel to the Acquired Fund, dated the Exchange Date (which opinion would be based upon certain factual representations provided by the Acquired Fund and subject to certain qualifications), to the effect that (i) the Acquired Fund is a limited partnership duly formed and validly existing and in good standing under the Act; (ii) this Agreement has been duly authorized, executed and delivered by the Acquired Fund and, assuming that the Registration Statement, and the Acquired Fund Information Statement comply with the 1933 Act, the 1934 Act and the 1940 Act, as applicable, and assuming due authorization, execution and delivery of this Agreement by the Trust on behalf of the

Acquiring Fund, is a valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting creditors’ rights generally and other equitable principles; (iii) the Acquired Fund has power to sell, assign, convey, transfer and deliver the assets contemplated hereby; (iv) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, to the knowledge of such counsel, violate the Limited Partnership Agreement of the Acquired Fund, or, to the knowledge of such counsel without having made any investigation, any provision of any material agreement known to such counsel to which the Acquired Fund is a party or by which it is bound or, to the knowledge of such counsel without having made any investigation, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the Acquired Fund is party or by which either of them is bound; (v) to the knowledge of such counsel without having made any investigation, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated hereby, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and such as may be required under state securities or “Blue Sky” laws; (vi) the Limited Partnership is not an “investment company” within the meaning of Section 3(a) of the 1940 Act; and (vii) to the knowledge of such counsel, without having made any investigation, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquired Fund or any of its properties or assets that challenges or seeks to prohibit, restrain or enjoin the transactions contemplated by this Agreement. Such opinion may state that such counsel does not express any opinion or belief as to the financial statements or other financial data, or as to the information relating to the Acquiring Fund, contained in the Acquired Fund Information Statement or the Registration Statement, and that such opinion is solely for the benefit of the Acquiring Fund, its Trustees and its officers. In connection with the foregoing, it is understood that counsel may rely upon the representations contained in this Agreement as well as certificates of the General Partner. Such opinion may also state that such counsel is relying upon positions with respect to enforcement action set forth by the staff of the Securities and Exchange Commission in “no-action” letters and therefore is not free from doubt.

e. That the Acquiring Fund shall have received an opinion of Ropes & Gray LLP, counsel to the Acquiring Fund, dated the Exchange Date (which opinion would be based upon certain factual representations provided by the Acquiring Fund and the Acquired Fund and subject to certain limitations and qualifications), substantially to the effect that, on the basis of the existing provisions of the Code, current administrative rules and court decisions, for federal income tax purposes: (i) pursuant to Section 351 of the Code, the Acquired Fund will recognize no gain or loss on the transfer of all of its assets to the Acquiring Fund solely in exchange for the Merger Shares and the assumption by the Acquiring Fund of the Acquired Fund’s liabilities pursuant to the Reorganization; (ii) the Acquired Fund’s basis in the shares of the Acquiring Fund received in connection with the Acquired Fund’s transfer of its assets to the Acquiring Fund will equal the Acquired Fund’s basis in the assets exchanged therefor, reduced by

the amount of the liabilities assumed by the Acquiring Fund in the transaction or to which such assets are subject; (iii) the Acquired Fund’s holding period for the shares of the Acquiring Fund received in connection with the Acquired Fund’s transfer of its assets to the Acquiring Fund will be based on and include the period during which the Acquired Fund held such assets, provided that such assets were held as a capital asset at the time of such transfer; (iv) the Acquiring Fund will recognize no gain or loss on its acquisition of all the assets of the Acquired Fund solely in exchange for the Acquiring Fund’s shares and its assumption of the Acquired Fund’s liabilities; (v) the Acquiring Fund’s basis in the assets transferred by the Acquired Fund will equal the Acquired Fund’s basis in such assets immediately before the Reorganization, except to the extent that such basis is required to be adjusted pursuant to Section 362(e) of the Code; (vi) the Acquiring Fund’s holding period for the assets transferred by the Acquired Fund will include the Acquired Fund’s holding period for the assets immediately before the transfer; (vii) the Acquired Fund will recognize no gain or loss on the distribution of its assets to its partners pursuant to the liquidation of the Acquired Fund; (viii) an Acquired Fund limited partner will recognize no gain or loss on the distribution of shares of the Acquiring Fund by the Acquired Fund to such limited partner pursuant to the liquidation of the Acquired Fund, except that gain will be recognized by a limited partner to the extent that any money distributed or deemed distributed pursuant to Code Section 752 to the limited partner in the Reorganization exceeds the adjusted basis of such limited partner’s interest in the Acquired Fund immediately before the Reorganization; (ix) the aggregate basis in the Acquiring Fund shares received by a limited partner of the Acquired Fund pursuant to the liquidation of the Acquired Fund will equal the adjusted basis of such limited partner’s interest in the Acquired Fund immediately prior to the Reorganization, reduced by any money distributed or deemed distributed to such limited partner in the Reorganization; and (x) the holding period for shares of the Acquiring Fund received by a limited partner of the Acquired Fund pursuant to the liquidation of the Acquired Fund will be based on and include the period during which the Acquired Fund is treated as having held those shares under (iii) above. For the avoidance of doubt, the opinion will not address the tax consequences to the Acquired Fund, its limited partners or the Acquiring Fund of the payment by Natixis Asset Management Advisors, L.P. of costs and expenses incurred in connection with the Reorganization as provided in Section 5 of this Agreement.

f. That the assets of the Acquired Fund to be acquired by the Acquiring Fund will include no assets which the Acquiring Fund, by reason of limitations in the Trust’s Declaration of Trust or By-Laws or of investment restrictions disclosed in the Acquiring Fund Prospectus or the Registration Statement as in effect on the Exchange Date, may not properly acquire.

g. That all actions taken by the Acquired Fund in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be satisfactory in form and substance to the Acquiring Fund and Ropes & Gray LLP.

h. That the Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the General Partner, as to the tax basis to the Acquired Fund of the Investments delivered to the Acquiring Fund pursuant to this Agreement, together with any such other evidence as to such tax basis as the Acquiring Fund may reasonably request.

i. That the Acquired Fund’s custodian (the “Acquired Fund’s Broker”), which maintains custody of the Acquired Fund’s funds, shall have delivered to the Acquiring Fund a certificate identifying all of the assets of the Acquired Fund held or maintained by the Acquired Fund’s Broker as of the Valuation Time.

j. That the General Partner shall have provided to the Acquiring Fund (i) the originals or true copies of all of the records of the Acquired Fund in the possession of the General Partner as of the Exchange Date, (ii) a certificate setting forth the value of the partnership interests of the Acquired Fund outstanding as of the Valuation Time, and (iii) the name and address of each holder of record of partnership interests of the Acquired Fund and the value of partnership interests held of record by each such limited partner.

k. That all of the issued and outstanding limited partnership interests of the Acquired Fund shall have been offered for sale and sold in compliance with Regulation D under the 1933 Act and sold in conformity with all applicable state securities or “Blue Sky” laws (including any applicable exemptions therefrom) and, to the extent that any examination of the records of the Acquired Fund or by the Acquiring Fund or its agents shall have revealed otherwise, the Acquired Fund shall have taken all actions that in the opinion of the Acquiring Fund or Ropes & Gray LLP are necessary to remedy any prior failure on the part of the Acquired Fund to have offered for sale and sold such shares in conformity with such laws.

l. That this Agreement shall have been adopted and the transactions contemplated hereby shall have been approved by the requisite consent of the holders of the outstanding partnership interests of the Acquired Fund entitled to vote.

m. That the Registration Statement shall have become effective under the 1933 Act, and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of the Trust or the Acquiring Fund, threatened by the Commission.

9. Conditions to the Acquired Fund’s Obligations. The obligations of the Acquired Fund hereunder shall be subject to the following conditions:

a. That the Acquiring Fund shall have furnished to the Acquired Fund a statement of the Acquiring Fund’s net assets, together with a list of portfolio holdings with values determined as provided in Section 4, all as of the Valuation Time, certified on the Acquiring Fund’s behalf by the President (or any Vice President) and Treasurer (or any Assistant Treasurer) of the Trust, and a certificate of both such officers, dated the Exchange Date, to the effect that as of the Valuation Time and as of the Exchange Date there has been no material adverse change in the financial position of the Acquiring Fund since the date hereof.

b. That the Trust, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund a document dated as of the Exchange Date, pursuant to which the Acquiring Fund will, in connection with the transactions contemplated by this Agreement, assume all of the known and unknown liabilities of the Acquired Fund existing as of the Valuation Time.

c. That the Acquiring Fund shall have furnished to the Acquired Fund a statement, dated the Exchange Date, signed by the President (or any Vice President) and Treasurer (or any Assistant Treasurer) of the Trust certifying that as of the Exchange Date all representations and warranties of the Acquiring Fund made in this Agreement are true and correct in all material respects as if made at and as of such date, and that each of the Trust and the Acquiring Fund has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to such date.

d. That there shall not be any material litigation pending or threatened with respect to the matters contemplated by this Agreement.

e. That the Acquired Fund shall have received an opinion of Ropes & Gray LLP, counsel to the Acquiring Fund, dated the Exchange Date (which opinion would be based upon certain factual representations provided by the Acquiring Fund and subject to certain qualifications), to the effect that (i) the Trust is an unincorporated voluntary association with transferable shares duly formed and validly existing under the laws of the Commonwealth of Massachusetts (commonly known as a Massachusetts business trust), and the Acquiring Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust and By-Laws of the Trust; (ii) this Agreement has been duly authorized, executed and delivered by the Trust on behalf of the Acquiring Fund and, assuming that the Acquiring Fund Prospectus, the Registration Statement and the Acquired Fund Information Statement comply with the 1933 Act, the 1934 Act and the 1940 Act and assuming due authorization, execution and delivery of this Agreement by the Acquired Fund, is a valid and binding obligation of the Trust, enforceable against the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting creditors’ rights generally and other equitable principles; (iii) the Merger Shares to be delivered to the Acquired Fund as provided for by this Agreement are duly authorized and upon such delivery will be validly issued and will be fully paid and, except as set forth in the Registration Statement, nonassessable by the Trust and the Acquiring Fund and no shareholder of the Acquiring Fund has any preemptive right to subscription or purchase in respect thereof; (iv) the Registration Statement and all post-effective amendments filed with the Commission on or before the Closing Date, if any, has become effective under the 1933 Act, and based upon oral inquiries to the Commission staff on such date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for any such purpose is pending or threatened by the Commission; (v) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, to the knowledge of such counsel, violate the Declaration of Trust or By-Laws of the Trust, or, to the knowledge of such counsel without having made any investigation, any provision of any material agreement known to such counsel to which the Trust or the Acquiring Fund is a party or by which it is bound or, to the knowledge of such counsel without having made any investigation, result in the acceleration of any

obligation or the imposition of any penalty under any agreement, judgment or decree to which the Trust or the Acquiring Fund is party or by which either of them is bound, it being understood that with respect to investment restrictions as contained in the Declaration of Trust, By-Laws or then-current prospectuses or statement of additional information of the Trust, such counsel may rely upon a certificate of an officer of the Trust; (vi) to the knowledge of such counsel without having made any investigation, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Trust on behalf of the Acquiring Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and such as may be required under state securities or “Blue Sky” laws; (vii) the Trust is registered with the Commission as an investment company under the 1940 Act and, to the knowledge of such counsel, the Commission has not issued to the Acquiring Fund notice of any hearing or other proceeding to consider suspension or revocation of such registration; and (viii) to the knowledge of such counsel, without having made any investigation, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Trust or the Acquiring Fund or any of their properties or assets that challenges or seeks to prohibit, restrain or enjoin the transactions contemplated by this Agreement. Such opinion may also state that such counsel does not express any opinion or belief as to the financial statements or other financial data, or as to the information relating to the Acquired Fund, contained in the Acquired Fund Information Statement or the Registration Statement, and that such opinion is solely for the benefit of the Acquired Fund, its limited partners and the General Partner. In connection with the foregoing, it is understood that counsel may rely upon the representations contained in this Agreement as well as certificates of an officer of the Trust, including certificates with respect to investment restrictions contained in the Trust’s Declaration of Trust or By-Laws or then-current prospectus or statement of additional information. Such opinion may also state that such counsel is relying upon positions with respect to enforcement action set forth by the staff of the Securities and Exchange Commission in “no-action” letters and therefore is not free from doubt.

f. That the Acquired Fund shall have received an opinion of Ropes & Gray LLP, dated the Exchange Date (which opinion would be based upon certain factual representations provided by the Acquiring Fund and the Acquired Fund and subject to certain limitations and qualifications), substantially to the effect that, on the basis of the existing provisions of the Code, current administrative rules and court decisions, for federal income tax purposes: (i) pursuant to Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”), the Acquired Fund will recognize no gain or loss on the transfer of all of its assets to the Acquiring Fund solely in exchange for the Merger Shares and the assumption by the Acquiring Fund of the Acquired Fund’s liabilities pursuant to the Reorganization; (ii) the Acquired Fund’s basis in the shares of the Acquiring Fund received in connection with the Acquired Fund’s transfer of its assets to the Acquiring Fund will equal the Acquired Fund’s basis in the assets exchanged therefor, reduced by the amount of the liabilities assumed by the Acquiring Fund in the transaction or to which such assets are subject; (iii) the Acquired Fund’s holding period for the shares of the Acquiring Fund received in connection with the Acquired Fund’s transfer of its assets to the Acquiring Fund will be based on and include the period during which the

Acquired Fund held such assets, provided that such assets were held as a capital asset at the time of such transfer; (iv) the Acquiring Fund will recognize no gain or loss on its acquisition of all the assets of the Acquired Fund solely in exchange for the Acquiring Fund’s shares and its assumption of the Acquired Fund’s liabilities; (v) the Acquiring Fund’s basis in the assets transferred by the Acquired Fund will equal the Acquired Fund’s basis in such assets immediately before the Reorganization, except to the extent that such basis is required to be adjusted pursuant to Section 362(e) of the Code; (vi) the Acquiring Fund’s holding period for the assets transferred by the Acquired Fund will include the Acquired Fund’s holding period for the assets immediately before the transfer; (vii) the Acquired Fund will recognize no gain or loss on the distribution of its assets to its partners pursuant to the liquidation of the Acquired Fund; (viii) an Acquired Fund limited partner will recognize no gain or loss on the distribution of shares of the Acquiring Fund by the Acquired Fund to such partner pursuant to the liquidation of the Acquired Fund, except that gain will be recognized by a limited partner to the extent that any money distributed or deemed distributed pursuant to Code Section 752 to the limited partner in the Reorganization exceeds the adjusted basis of such limited partner’s interest in the Acquired Fund immediately before the Reorganization; (ix) the aggregate basis in the Acquiring Fund shares received by a limited partner of the Acquired Fund pursuant to the liquidation of the Acquired Fund will equal the adjusted basis of such limited partner’s interest in the Acquired Fund immediately prior to the Reorganization, reduced by any money distributed or deemed distributed to such limited partner in the Reorganization; and (x) the holding period for shares of the Acquiring Fund received by a limited partner of the Acquired Fund pursuant to the liquidation of the Acquired Fund will be based on and include the period during which the Acquired Fund is treated as having held those shares under (iii) above. For the avoidance of doubt, the opinion will not address the tax consequences to the Acquired Fund, its limited partners or the Acquiring Fund of the payment by Natixis Asset Management Advisors, L.P. of costs and expenses incurred in connection with the Reorganization as provided in Section 5 of this Agreement.

g. That all actions taken by the Trust on behalf of the Acquiring Fund in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be satisfactory in form and substance to the Acquired Fund and Seward & Kissel LLP.

h. That this Agreement shall have been adopted and the transactions contemplated hereby shall have been approved by the requisite consent of the holders of the outstanding partnership interests of the Acquired Fund entitled to vote.

i. That the Registration Statement on Form N-1A of the Trust, with respect to the Acquiring Fund, shall have become effective under the 1933 Act, and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of the Trust or the Acquiring Fund, threatened by the Commission.

10. [Intentionally Omitted.]

11. Indemnification.

a. The Acquired Fund shall indemnify and hold harmless, out of the assets of the Acquired Fund but no other assets, the Trust and the Trustees and officers of the Trust (for purposes of this Section 11(a), the “Trust Indemnified Parties”) against any and all expenses, losses, claims, damages and liabilities at any time imposed upon or reasonably incurred by any one or more of the Trust Indemnified Parties in connection with, arising out of or resulting from any claim, action, suit or proceeding in which any one or more of the Trust Indemnified Parties may be involved or with which any one or more of the Trust Indemnified Parties may be threatened by reason of any breach of any representation or warranty of the Acquired Fund contained in this Agreement or untrue statement or alleged untrue statement of a material fact contained in the Confidential Memorandum, or, to the extent based on or derived from the Confidential Memorandum or other documents or information provided by the Acquired Fund, contained in the Registration Statement or the Acquired Fund Information Statement or any amendment or supplement to any of the foregoing, or arising out of or based upon the omission or alleged omission to state in any of the foregoing a material fact relating to the Acquired Fund required to be stated therein or necessary to make the statements relating to the Trust or the Acquired Fund therein not misleading, including, without limitation, any amounts paid by any one or more of the Trust Indemnified Parties in a reasonable compromise or settlement of any such claim, action, suit or proceeding, or threatened claim, action, suit or proceeding made with the consent of the Trust or the Acquired Fund. The Trust Indemnified Parties will notify the Acquired Fund in writing within ten days after the receipt by any one or more of the Trust Indemnified Parties of any notice of legal process or any suit brought against or claim made against such Trust Indemnified Party as to any matters covered by this Section 11(a). The Acquired Fund shall be entitled to participate at its own expense in the defense of any claim, action, suit or proceeding covered by this Section 11(a), or, if it so elects, to assume at its expense by counsel satisfactory to the Trust Indemnified Parties the defense of any such claim, action, suit or proceeding, and if the Acquired Fund elects to assume such defense, the Trust Indemnified Parties shall be entitled to participate in the defense of any such claim, action, suit or proceeding at their expense. The Acquired Fund’s obligation under this Section 11(a) to indemnify and hold harmless the Trust Indemnified Parties shall constitute a guarantee of payment so that the Acquired Fund will pay in the first instance any expenses, losses, claims, damages and liabilities required to be paid by it under this Section 11(a) without the necessity of the Trust Indemnified Parties’ first paying the same.

b. The Acquiring Fund shall indemnify and hold harmless, out of the assets of the Acquiring Fund but no other assets, the Acquired Fund and the General Partner (for purposes of this Section 11(b), the “Acquired Fund Indemnified Parties”) against any and all expenses, losses, claims, damages and liabilities at any time imposed upon or reasonably incurred by any one or more of the Acquired Fund Indemnified Parties in connection with, arising out of, or resulting from any claim, action, suit or proceeding in which any one or more of the Acquired Fund Indemnified Parties may be involved or with which any one or more of the Acquired Fund Indemnified Parties may be threatened by reason of any breach of any representation or warranty of the Acquiring Fund contained in this Agreement or untrue statement or alleged untrue statement of a material fact (except to the extent based on or derived from the Confidential Memorandum or

other documents or information provided by the Acquired Fund) contained in the Registration Statement, the Acquiring Fund Prospectus or the Acquired Fund Information Statement or any amendment or supplement to any thereof, or arising out of, or based upon, the omission or alleged omission to state in any of the foregoing a material fact required to be stated therein or necessary to make the statements therein not misleading, including, without limitation, any amounts paid by any one or more of the Acquired Fund Indemnified Parties in a reasonable compromise or settlement of any such claim, action, suit or proceeding, or threatened claim, action, suit or proceeding made with the consent of the Trust or the Acquiring Fund. The Acquired Fund Indemnified Parties will notify the Trust and the Acquiring Fund in writing within ten days after the receipt by any one or more of the Acquired Fund Indemnified Parties of any notice of legal process or any suit brought against or claim made against such Acquired Fund Indemnified Party as to any matters covered by this Section 11(b). The Acquiring Fund shall be entitled to participate at its own expense in the defense of any claim, action, suit or proceeding covered by this Section 11(b), or, if it so elects, to assume at its expense by counsel satisfactory to the Acquired Fund Indemnified Parties the defense of any such claim, action, suit or proceeding, and, if the Acquiring Fund elects to assume such defense, the Acquired Fund Indemnified Parties shall be entitled to participate in the defense of any such claim, action, suit or proceeding at their own expense. The Acquiring Fund’s obligation under this Section 11(b) to indemnify and hold harmless the Acquired Fund Indemnified Parties shall constitute a guarantee of payment so that the Acquiring Fund will pay in the first instance any expenses, losses, claims, damages and liabilities required to be paid by it under this Section 11(b) without the necessity of the Acquired Fund Indemnified Parties’ first paying the same.

12. No Broker, etc. Each of the Acquired Fund and the Acquiring Fund represents that there is no person who has dealt with it who, by reason of such dealings, is entitled to any broker’s or finder’s or other similar fee or commission payable by either the Acquired Fund or the Trust arising out of the transactions contemplated by this Agreement.

13. Termination. The Acquired Fund and the Acquiring Fund may, by mutual consent of the General Partner of the Acquired Fund and a majority of the Trustees of Trust terminate this Agreement, and the Acquired Fund or the Acquiring Fund, after consultation with counsel and by consent of the General Partner of the Acquired Fund or Trustees of the Trust (or an officer authorized by such Trustees) may waive any condition to its respective obligations hereunder. If the transactions contemplated by this Agreement have not been substantially completed by December 31, 2008, this Agreement shall automatically terminate on that date unless a later date is agreed to by the Acquired Fund and the Acquiring Fund.

14. Covenants, etc. Deemed Material. All covenants, agreements, representations and warranties made under this Agreement and any certificates delivered pursuant to this Agreement shall be deemed to have been material and relied upon by each of the parties, notwithstanding any investigation made by them or on their behalf.

15. Rule 145. Pursuant to Rule 145 under the 1933 Act, the Acquiring Fund will, in connection with the issuance of any Merger Shares to any person who at the time of the transaction contemplated hereby is deemed to be an affiliate of a party to the transaction pursuant to Rule 145(c), cause to be affixed upon the certificates issued to such person (if any) such legends as may be reasonably believed by counsel to the Acquiring Fund to be required by law and, further, the Acquiring Fund will issue stop transfer instructions to the Acquiring Fund’s transfer agent with respect to such shares. The Acquired Fund will provide the Acquiring Fund on the Exchange Date with the name of any Acquired Fund limited partner who is, to the knowledge of the Acquired Fund, an “affiliate” of the Acquired Fund on such date.

16. Sole Agreement; Amendments; Governing Law. This Agreement supersedes all previous correspondence and oral communications between the parties regarding the subject matter hereof, constitutes the only understanding with respect to such subject matter, may not be changed except by a letter of agreement signed by each party hereto (except that amendments to provisions other than those in Section 5 hereof shall not require the signature of Natixis Asset Management Advisors, L.P.), and shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts.

17. Waiver. At any time on or prior to the Exchange Date, the Acquired Fund or the Acquiring Fund, after consultation with counsel and by consent of the General Partner of the Acquired Fund and the Trustees of the Acquiring Fund (or an officer authorized by such Trustees), may waive any condition to its respective obligations hereunder.

18. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by either party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person other than the parties hereto and their respective successors and assigns any rights or remedies under or by reason of this Agreement.

19. Notices. Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by courier or certified mail addressed to the Acquired Fund at 600 Fifth Avenue, 8th Floor, New York, New York 10020 and to the Trust at 399 Boylston Street, 6th Floor, Boston, Massachusetts 02116.

20. Recourse. All persons dealing with the Acquiring Fund or the Acquired Fund (each, a “Fund”) must look solely to the property of such Fund for the enforcement of any claims against such Fund, as neither the Trustees, directors, officers, agents, shareholders of the Acquiring Fund nor the General Partner or any limited partner of the Acquired Fund, or other series of the Trust assume any liability for obligations entered into on behalf of the Acquiring Fund and the Acquired Fund.

21. Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

22. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

23. Plan of Reorganization. The parties hereby agree that the Plan of Reorganization for the transactions contemplated hereby is as set forth on the first page of this agreement.

24. Declaration of Trust. A copy of the Declaration of Trust of is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust on behalf of the Acquiring Fund as Trustees and not individually, and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders of the Trust individually but are binding only upon the assets and property of the Acquiring Fund.

*            *            *            *

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as a sealed instrument as of the day and year first above written.

REICH & TANG CONCENTRATED PORTFOLIO L.P.
By: Reich & Tang Asset Management LLC, General Partner
By:	/s/ Richard De Sanctis
Name:	Richard De Sanctis
Title:	Executive Vice President and Chief Operating Officer

NATIXIS FUNDS TRUST II,
on behalf of its Delafield Select Fund
By:	/s/ David Giunta
Name:	David Giunta
Title:	President

Agreed and accepted as to Sections 5 only
NATIXIS ASSET MANAGEMENT ADVISORS, L.P.
By:	/s/ Michael Kardok
Name:	Michael Kardok
Title:	Senior Vice President

EX-99.(6)(A)(II)

Exhibit (6)(a)(ii)

DELAFIELD SELECT FUND

Advisory Agreement

AGREEMENT made the 29^th day of September, 2008, by and between NATIXIS FUNDS TRUST II, a Massachusetts business trust (the “Fund”), with respect to its Delafield Select Fund series (the “Series”), and Reich & Tang Asset Management, LLC, a Delaware limited liability company (the “Manager”).

WITNESSETH:

WHEREAS, the Fund and the Manager wish to enter into an agreement setting forth the terms upon which the Manager (or certain other parties acting pursuant to delegation from the Manager) will perform certain services for the Series;

NOW, THEREFORE, in consideration of the premises and covenants hereinafter contained, the parties agree as follows:

1. (a) The Fund hereby employs the Manager to furnish the Series with Portfolio Management Services (as defined in Section 2 hereof), subject to the authority of the Manager to delegate any or all of its responsibilities hereunder to other parties as provided in Section 1(b) hereof. The Manager hereby accepts such employment and agrees, at its own expense, to furnish such services (either directly or pursuant to delegation to other parties as permitted by Section 1(b) hereof) and to assume the obligations herein set forth, for the compensation herein provided; provided, however, that the Manager shall have no obligation to pay the fees of any Sub-Adviser (as defined in Section 1(b) hereof), to the extent that the Fund has agreed, in writing to pay such fees. The Manager shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.

(b) The Manager may delegate any or all of its responsibilities hereunder with respect to the provision of Portfolio Management Services (and assumption of related expenses) to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the Investment Company Act of 1940 and the rules thereunder (the “1940 Act”) applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the trustees of the Fund and the shareholders of the Series), subject, however, to such exemptions as may be granted by the Securities and Exchange Commission. Any Sub-Adviser may (but need not) be affiliated with the Manager. If different Sub-Advisers are engaged to provide Portfolio Management Services with respect to different segments of the portfolio of the Series, the Manager shall determine, in the manner described in the prospectus of the Series from time to time in effect, what portion of the assets belonging to the Series shall be managed by each Sub-Adviser.

2. As used in this Agreement, “Portfolio Management Services” means management of the investment and reinvestment of the assets belonging to the Series, consisting specifically of the following:

(a) obtaining and evaluating such economic, statistical and financial data and information and undertaking such additional investment research as shall be necessary or advisable for the management of the investment and reinvestment of the assets belonging to the Series in accordance with the Series’ investment objectives and policies;

(b) taking such steps as are necessary to implement the investment policies of the Series by purchasing and selling of securities, including the placing of orders for such purchase and sale;

(c) regularly reporting to the Board of Trustees of the Fund with respect to the implementation of the investment policies of the Series;

(d) voting all proxies and exercising all other rights of the Series as a security holder of companies in which the Series from time to time invests; and

(e) oversight of all matters relating to compliance by the Series with applicable laws and with the Series’ investment policies, restrictions and guidelines, if the Manager has designated to one or more Sub-Advisers any or all of its responsibilities hereunder with respect to the provision of Portfolio Management Services.

The Manager shall manage the Series in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Fund’s prospectus and statement of additional information relating to the Series, (2) any additional policies or guidelines established by the Fund’s trustees that have been furnished in writing to the Manager, and (3) the provisions of the Internal Revenue Code (the “Code”) applicable to “regulated investment companies” (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the “Policies”), and with all applicable provisions of law, including, without limitation, all applicable provisions of the 1940 Act and the rules and regulations thereunder. Subject to the foregoing, the Manager is authorized in its discretion to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Series may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Manager shall determine.

3. In all purchases and sales and other transactions, the Manager is authorized to exercise full discretion and act for the Series in the same manner and with the same force and effect as the Fund itself might or could do with respect to all things necessary or incidental to the furtherance of the provision of Portfolio Management Services. In furtherance of Portfolio Management Services, and subject to best execution, applicable law and procedures adopted by

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the Board of Trustees of the Fund, the Manager may pay commissions to brokers that are higher than commissions that might be charged by another qualified broker to obtain brokerage and/or research services considered by the Manager to be useful or desirable in providing Portfolio Management Services to the Series and/or to other advisory accounts of the Manager.

4. This Agreement shall not require the Manager to bear, or to reimburse the Fund for:

(a) any of the costs of printing and mailing the items referred to in sub-section (n) of this section 4;

(b) any of the costs of preparing, printing and distributing sales literature;

(c) compensation of trustees of the Fund who are not directors, officers or employees of the Manager, any Sub-Adviser or any administrator or of any affiliated person (other than a registered investment company) of the Manager, any Sub-Adviser or any administrator;

(d) registration, filing and other fees in connection with requirements of regulatory authorities;

(e) the charges and expenses of any entity appointed by the Fund for custodial, paying agent, shareholder servicing and plan agent services;

(f) charges and expenses of independent accountants retained by the Fund;

(g) charges and expenses of any transfer agents and registrars appointed by the Fund;

(h) brokers’ commissions and issue and transfer taxes chargeable to the Fund in connection with securities transactions to which the Fund is a party;

(i) taxes and fees payable by the Fund to federal, state or other governmental agencies;

(j) any cost of certificates representing shares of the Fund;

(k) recurring and nonrecurring legal fees and expenses in connection with the affairs of the Fund, including, but not limited to, registering and qualifying its shares with Federal and State regulatory authorities;

(l) expenses of meetings of shareholders and trustees of the Fund;

(m) interest, including interest on borrowings by the Fund;

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(n) the costs of services, including services of counsel, required in connection with the preparation of the Fund’s registration statements and prospectuses, including amendments and revisions thereto, annual, semiannual and other periodic reports of the Fund, and notices and proxy solicitation material furnished to shareholders of the Fund or regulatory authorities;

(o) the Fund’s expenses of bookkeeping, accounting, auditing and financial reporting, including related clerical expenses; and

(p) the costs and expenses associated with voting proxy statements related to securities held in the Fund’s portfolio.

5. All activities undertaken by the Manager or any Sub-Adviser pursuant to this Agreement shall at all times be subject to the supervision and control of the Board of Trustees of the Fund, any duly constituted committee thereof or any officer of the Fund acting pursuant to like authority.

6. The services to be provided by the Manager and any Sub-Adviser hereunder are not to be deemed exclusive and the Manager and any Sub-Adviser shall be free to render similar services to others, so long as its services hereunder are not impaired thereby.

7. As full compensation for all services rendered, facilities furnished and expenses borne by the Manager hereunder, the Fund shall pay the Manager compensation in an amount equal to (x) the annual rate of 0.80% (or such lesser amount as the Manager may from time to time agree to receive) minus (y) any fees payable by the Fund, with respect to the period in question, to any one or more Sub-Advisers pursuant to any agreements in effect with respect to such period. Such compensation shall be payable monthly in arrears or at such other intervals, not less frequently than quarterly, as the Board of Trustees of the Fund may from time to time determine and specify in writing to the Manager. The Manager hereby acknowledges that the Fund’s obligation to pay such compensation is binding only on the assets and property belonging to the Series.

8. It is understood that any of the shareholders, trustees, officers, employees and agents of the Fund may be a shareholder, director, officer, employee or agent of, or be otherwise interested in, the Manager, any affiliated person of the Manager, any organization in which the Manager may have an interest or any organization which may have an interest in the Manager; that the Manager, any such affiliated person or any such organization may have an interest in the Fund; and that the existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder except as otherwise provided in the Agreement and Declaration of Trust of the Fund, the limited liability company agreement of the Manager or specific provisions of applicable law.

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9. This Agreement shall become effective as of the date of its execution, and

(a) unless otherwise terminated, this Agreement shall continue in effect for two years from the date of execution, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Series, and (ii) by vote of a majority of the trustees of the Fund who are not interested persons of the Fund or the Manager, cast in person at a meeting called for the purpose of voting on, such approval;

(b) this Agreement may at any time be terminated on sixty days’ written notice to the Manager either by vote of the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Series;

(c) this Agreement shall automatically terminate in the event of its assignment; and

(d) this Agreement may be terminated by the Manager on ninety days’ written notice to the Fund.

Termination of this Agreement pursuant to this Section 9 shall be without the payment of any penalty.

10. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Fund shall have been approved by vote of a majority of the outstanding voting securities of the Series and by vote of a majority of the trustees of the Fund who are not interested persons of the Fund or the Manager, cast in person at a meeting called for the purpose of voting on such approval.

11. For the purpose of this Agreement, the terms “vote of a majority of the outstanding voting securities,” “interested person,” “affiliated person” and “assignment” shall have their respective meanings defined in the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under the 1940 Act. References in this Agreement to any assets, property or liabilities “belonging to” the Series shall have the meaning defined in the Fund’s Agreement and Declaration of Trust as amended from time to time.

12. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties hereunder, the Manager shall not be subject to any liability to the Fund, to any shareholder of the Fund or to any other person, firm or organization, for any act or omission in the course of, or connected with, rendering services hereunder.

13. In accordance with Regulation S-P, if non-public personal information regarding either party’s customers or consumers is disclosed to the other party in connection with this Agreement, the party receiving such information will not disclose or use that information other than as necessary to carry out the purposes of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

NATIXIS FUNDS TRUST II
on behalf of its Delafield Select Fund series
By:	/s/ David L. Giunta
Name:	David L. Giunta
Title:	President

REICH & TANG ASSET MANAGEMENT, LLC
By:	/s/ Richard De Sanctis
Name:	Richard De Sanctis
Title:	Executive Vice President and Chief Operating Officer

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NOTICE

A copy of the Agreement and Declaration of Trust establishing Natixis Funds Trust II (the “Fund”) is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed with respect to the Fund’s Delafield Select Fund series (the “Series”) on behalf of the Fund by officers of the Fund as officers and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the trustees, officers or shareholders individually but are binding only upon the assets and property belonging to the Series.

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EX-99.(7)(B)

Exhibit (7)(b)

DELAFIELD SELECT FUND

Distribution Agreement

AGREEMENT made this September 29, 2008 by and between NATIXIS FUNDS TRUST II, a Massachusetts business trust (the “Trust”), and NATIXIS DISTRIBUTORS, L.P., a Delaware limited partnership (the “Distributor”).

WITNESSETH:

NOW, THEREFORE, in consideration of the premises and covenants hereinafter contained, the Trust and the Distributor agree as follows:

1. Distributor. The Trust hereby appoints the Distributor as general distributor of shares of beneficial interest (“Series shares”) of the Trust’s Delafield Select Fund series (the “Series”) during the term of this Agreement. The Trust reserves the right, however, to refuse at any time or times to sell any Series shares hereunder for any reason deemed adequate by the Board of Trustees of the Trust.

2. Sale and Payment. Under this agreement, the following provisions shall apply with respect to the sale of and payment for Series shares:

(a) The Distributor shall have the right, as principal, to purchase Series shares from the Trust at their net asset value and to sell such shares to the public against orders therefor at the applicable public offering price, as defined in Section 3 hereof. The Distributor shall also have the right, as principal, to sell shares to dealers against orders therefor at the public offering price less a concession determined by the Distributor.

(b) Prior to the time of delivery of any shares by the Trust to, or on the order of, the Distributor, the Distributor shall pay or cause to be paid to the Trust or to its order an amount in Boston or New York clearing house funds equal to the applicable net asset value of such shares. The Distributor shall retain so much of any sales charge or underwriting discount as is not allowed by it as a concession to dealers.

3. Public Offering Price. The public offering price shall be the net asset value of Series shares, plus any applicable sales charge, all as set forth in the current prospectus and statement of additional information (together the “prospectus”) of the Trust relating to the Series shares. In no event shall the public offering price exceed 1000/935 of such net asset value, and in no event shall any applicable sales charge or underwriting discount exceed 6.5% of the public offering price. The net asset value of Series shares shall be determined in accordance with the provisions of the agreement and declaration of trust and by-laws of the Trust, each as amended to date, and the current prospectus of the Trust relating to the Series shares.

4. Trust Issuance of Series Shares. The delivery of Series shares shall be made promptly by a credit to a shareholder’s open account for the Series or by delivery of a share certificate. The Trust reserves the right to (a) issue Series shares at any time directly to the shareholders of the Series as a stock dividend or stock split, (b) issue to such shareholders shares of the Series, or rights to subscribe to shares of the Series, as all or part of any dividend that may be distributed to shareholders of the Series or as all or part of any optional or alternative dividend that may be distributed to shareholders of the Series, and (c) to sell Series shares in accordance with the current applicable prospectus of the Trust relating to the Series shares.

5. Redemption or Repurchase. The Distributor shall act as agent for the Trust in connection with the redemption or repurchase of Series shares by the Trust to the extent and upon the terms and conditions set forth in the current applicable prospectus of the Trust relating to the Series shares, and the Trust agrees to reimburse the Distributor, from time to time upon demand, for any reasonable expenses incurred in connection with such redemptions or repurchases.

6. Undertaking Regarding Sales. The Distributor shall use reasonable efforts to sell Series shares but does not agree hereby to sell any specific number of Series shares and shall be free to act as distributor of the shares of other investment companies. Series shares will be sold by the Distributor only against orders therefor. The Distributor shall not purchase Series shares from anyone except in accordance with Sections 2 and 5 and shall not take “long” or “short” positions in Series shares contrary to the agreement and declaration of trust or by-laws of the Trust, each as amended to date.

7. Compliance. The Distributor shall conform to the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”) and the sale of securities laws of any jurisdiction in which it sells, directly or indirectly, any Series shares. The Distributor agrees to make timely filings with the Securities and Exchange Commission (the “SEC”), FINRA and such other regulatory authorities as may be required, of any sales literature relating to the Series and intended for distribution to prospective investors. The Distributor also agrees to furnish to the Trust sufficient copies of any agreements or plans it intends to use in connection with any sales of Series shares in adequate time for the Trust to file and clear them with the proper authorities before they are put in use (which the Trust agrees to use its best efforts to do as expeditiously as reasonably possible), and not to use them until so filed and cleared.

8. Registration and Qualification of Series Shares. The Trust agrees to execute such papers and to do such acts and things as shall from time to time be reasonably requested by the Distributor for the purpose of qualifying and maintaining qualification of the Series shares for sale under the so-called “Blue Sky” Laws of any state or for maintaining the registration of the Trust and of the Series shares under the federal Securities Act of 1933, as amended and the federal Investment Company Act of 1940, as amended (the “1940 Act”), to the end that there will be available for sale from time to time such number of Series shares as the Distributor may reasonably be expected to sell. The Trust shall advise the Distributor promptly of (a) any action of the SEC or any authorities of any state or territory, of which it may be advised, affecting registration or qualification of the Trust or the Series shares, or rights to offer Series shares for sale, and (b) the happening of any event which makes untrue any statement or which requires the making of any change in the Trust’s registration statement or its prospectus relating to the Series shares in order to make the statements therein not misleading.

9. Distributor Independent Contractor. The Distributor shall be an independent contractor and neither the Distributor nor any of its officers or employees as such is or shall be an employee of the Trust. The Distributor is responsible for its own conduct and the employment, control and conduct of its agents and employees and for injury to such agents or employees or to others through its agents or employees. The Distributor assumes full responsibility for its agents and employees under applicable statutes and agrees to pay all employer taxes thereunder.

10. Expenses Paid by Distributor. While the Distributor continues to act as agent of the Trust to obtain subscriptions for and to sell Series shares, the Distributor shall pay the following:

(a) all expenses of printing (exclusive of typesetting) and distributing any prospectus for use in offering Series shares for sale, and all other copies of any such prospectus used by the Distributor, and

(b) all other expenses of advertising and of preparing, printing and distributing all other literature or material for use in connection with offering Series shares for sale.

11. Interests in and of Distributor. It is understood that any of the shareholders, trustees, officers, employees and agents of the Trust may be a shareholder, director, officer, employee or agent of, or be otherwise interested in, the Distributor, any affiliated person of the Distributor, any organization in which the Distributor may have an interest or any organization which may have an interest in the Distributor; that the Distributor, any such affiliated person or any such organization may have an interest in the Trust; and that the existence of any such dual interest shall not affect the validity hereof or of any transaction hereunder except as otherwise provided in the agreement and declaration of trust or by-laws of the Trust, in the limited partnership agreement of the Distributor or by specific provision of applicable law.

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12. Effective Date and Termination. This Agreement shall become effective as of the date of its execution, and

(a) Unless otherwise terminated, this Agreement shall continue in effect with respect to the shares of the Series so long as such continuation is specifically approved at least annually (i) by the Board of Trustees of the Trust or by the vote of a majority of the votes which may be cast by shareholders of the Series and (ii) by a vote of a majority of the Board of Trustees of the Trust who are not interested persons of the Distributor or the Trust, cast in person at a meeting called for the purpose of voting on such approval.

(b) This Agreement may at any time be terminated on sixty days’ notice to the Distributor either by vote of a majority of the Trust’s Board of Trustees then in office or by the vote of a majority of the votes which may be cast by shareholders of the Series.

(c) This Agreement shall automatically terminate in the event of its assignment.

(d) This Agreement may be terminated by the Distributor on ninety days’ written notice to the Trust.

Termination of this Agreement pursuant to this section shall be without payment of any penalty.

13. Definitions. For purposes of this Agreement, the following definitions shall apply:

(a) The “vote of a majority of the votes which may be cast by shareholders of the Series” means (1) 67% or more of the votes of the Series present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Series entitled to vote at such meeting are present; or (2) the vote of the holders of more than 50% of the outstanding shares of the Series entitled to vote at such meeting, whichever is less.

(b) The terms “affiliated person,” “interested person” and “assignment” shall have their respective meanings as defined in the 1940 Act subject, however, to such exemptions as may be granted by the SEC under the 1940 Act.

14. Amendment. This Agreement may be amended at any time by mutual consent of the parties, provided that such consent on the part of the Series shall be approved (i) by the Board of Trustees of the Trust or by vote of a majority of the votes which may be cast by shareholders of the Series and (ii) by a vote of a majority of the Board of Trustees of the Trust who are not interested persons of the Distributor or the Trust cast in person at a meeting called for the purpose of voting on such approval.

15. Applicable Law and Liabilities. This Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts. All sales hereunder are to be made, and title to the Series shares shall pass, in Boston, Massachusetts.

16. Limited Recourse. The Distributor hereby acknowledges that the Trust’s obligations hereunder with respect to the shares of the Series are binding only on the assets and property belonging to the Series.

17. Privacy. In accordance with Regulation S-P, if non-public personal information regarding either party’s customers or consumers is disclosed to the other party in connection with this Agreement, the party receiving such information will not disclose or use that information other than as necessary to carry out the purposes of this Agreement.

18. Anti-Money Laundering. Each party to this agreement hereby agrees to abide by and comply with all relevant anti-money laundering laws and regulations, including without limitation the Bank Secrecy Act, as amended, and the USA Patriot Act of 2001. Each party represents that it has established an Anti-Money

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Laundering Program that complies with all material aspects of the USA Patriot Act of 2001 and other applicable anti-money laundering laws and regulations. Each party also hereby agrees to comply with any new or additional anti-money laundering laws or regulations.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

NATIXIS FUNDS TRUST II,
on behalf of its DELAFIELD SELECT FUND series
By:	/s/ David L. Giunta
Name:	David L. Giunta
Title:	President
NATIXIS DISTRIBUTORS, L.P.
By:	Natixis Distribution Corporation, its general partner
By:	/s/ Coleen Downs Dinneen
Name:	Coleen Downs Dinneen
Title:	Executive Vice President

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A copy of the Agreement and Declaration of Trust establishing Natixis Funds Trust II, as amended to date (the “Trust”), as amended to date, is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed with respect to the Trust’s Delafield Select Fund series (the “Series”) on behalf of the Trust by officers of the Trust as officers and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the trustees, officers or shareholders of the Trust individually but are binding only upon the assets and property of the Series.

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EX-99.(10)(C)(I)

Exhibit (10)(c)(i)

DELAFIELD SELECT FUND

Class A 12b-1 Plan

This Plan (the “Plan”) constitutes the Service Plan relating to the Class A shares of Delafield Select Fund (the “Series”), a series of Natixis Funds Trust II, a Massachusetts business trust (the “Trust”).

Section 1. The Trust, on behalf of the Series, will pay to Natixis Distributors, L.P., a Delaware limited partnership which acts as the Principal Distributor of the Series’ shares, or such other entity as shall from time to time act as the Principal Distributor of the Series’ shares (the “Distributor”), a fee (the “Service Fee”) for expenses borne by the Distributor in connection with the provision of personal services provided to investors in Class A shares of the Series or the maintenance of shareholder accounts, at an annual rate not to exceed 0.25% of the Series’ average daily net assets attributable to the Class A shares. Subject to such limit and subject to the provisions of Section 7 hereof, the Service Fee shall be as approved from time to time by (a) the Trustees of the Trust and (b) the Independent Trustees of the Trust. The Service Fee shall be accrued daily and paid monthly or at such other intervals as the Trustees shall determine. All payments of Service Fees are intended to qualify as “service fees” as defined in Rule 2830(b)(9) of the Financial Industry Regulatory Authority (or any successor provision) Conduct Rules as in effect from time to time.

Section 2. The Service Fee may be paid only to reimburse the Distributor for expenses of providing personal services to investors in Class A shares of the Series, including, but not limited to, (i) expenses (including overhead expenses) of the Distributor for providing personal services to investors in Class A shares of the Series or in connection with the maintenance of shareholder accounts and (ii) payments made by the Distributor to any securities dealer or other organization (including, but not limited to, any affiliate of the Distributor) with which the Distributor has entered into a written agreement for this purpose, for providing personal services to investors in Class A shares of the Series or the maintenance of shareholder accounts, which payments to any such organization may be in amounts in excess of the cost incurred by such organization in connection therewith.

Section 3. This Plan shall continue in effect for a period of more than one year only so long as such continuance is specifically approved at least annually by votes of the majority (or whatever other percentage may, from time to time, be required by Section 12(b) of the Investment Company Act of 1940, as amended (the “Act”) or the rules and regulations thereunder) of both (a) the Trustees of the Trust, and (b) the Independent Trustees of the Trust, cast in person at a meeting called for the purpose of voting on this Plan or such agreement.

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Section 4. Any person authorized to direct the disposition of monies paid or payable by the Trust pursuant to this Plan or any related agreement shall provide to the Trustees of the Trust, and the Trustees shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.

Section 5. This Plan may be terminated at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class A shares of the Series.

Section 6. All agreements with any person relating to implementation of this Plan shall be in writing, and any agreement related to this Plan shall provide:

A. That such agreement may be terminated at any time, without payment of any penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding Class A shares of the Series, on not more than 60 days’ written notice to any other party to the agreement; and

B. That such agreement shall terminate automatically in the event of its assignment.

Section 7. This Plan may not be amended to increase materially the amount of expenses permitted pursuant to Section 1 hereof without approval by a vote of at least a majority of the outstanding Class A shares of the Series, and all material amendments of this Plan shall be approved in the manner provided for continuation of this Plan in Section 3.

Section 8. As used in this Plan, (a) the term “Independent Trustees” shall mean those Trustees of the Trust who are not interested persons of the Trust, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it, and (b) the terms “assignment” and “interested person” shall have the respective meanings specified in the Act and the rules and regulations thereunder, and the term “majority of the outstanding Class A shares of the Series” shall mean the lesser of the 67% or the 50% voting requirements specified in clauses (A) and (B), respectively, of the third sentence of Section 2(a)(42) of the Act, all subject to such exemptions as may be granted by the Securities and Exchange Commission.

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EX-99.(10)(C)(II)

Exhibit (10)(c)(ii)

DELAFIELD SELECT FUND

Class C Distribution and Service Plan

This Plan (the “Plan”) constitutes the Distribution and Service Plan relating to the Class C shares of Delafield Select Fund (the “Series”), a series of Natixis Funds Trust II, a Massachusetts business trust (the “Trust”).

Section 1. Service Fee. The Trust, on behalf of the Series, will pay to Natixis Distributors, L.P. (“Natixis Distributors”), a Delaware limited partnership which acts as the Principal Distributor of the Series’ shares, or such other entity as shall from time to time act as the Principal Distributor of the Series’ shares (the “Distributor”), a fee (the “Service Fee”) at an annual rate not to exceed 0.25% of the Series’ average daily net assets attributable to the Class C shares. Subject to such limit and subject to the provisions of Section 7 hereof, the Service Fee shall be as approved from time to time by (a) the Trustees of the Trust and (b) the Independent Trustees of the Trust (as defined in Section 8 below); provided, however, that no Service Fee or other fee that is a “service fee” as defined in Rule 2830(b)(9) of the Financial Industry Regulatory Authority (or any successor provision thereto) Conduct Rules as in effect from time to time (the “FINRA Rule”) shall be paid, with respect to Class C shares of the Series, to Natixis Distributors (or to any affiliate of Natixis Distributors, or to any other person in circumstances where substantially all of the services and functions relating to the distribution of Class C shares of the Series have been delegated to, or are being performed by, Natixis Distributors or an affiliate of Natixis Distributors), under this Plan or otherwise, if the Distribution Fee is terminated or is reduced below the rate set forth in Section 2. The Service Fee shall be accrued daily and paid monthly or at such other intervals as the Trustees shall determine. The Distributor may pay all or any portion of the Service Fee to securities dealers or other organizations (including, but not limited to, any affiliate of the Distributor) as service fees pursuant to agreements with such organizations for providing personal services to investors in Class C shares of the Series and/or the maintenance of shareholder accounts, and may retain all or any portion of the Service Fee as compensation for providing personal services to investors in Class C shares of the Series and/or the maintenance of shareholder accounts. All payments under this Section 1 are intended to qualify as “service fees” as defined in the FINRA Rule.

Section 2. Distribution Fee. In addition to the Service Fee, the Trust, on behalf of the Series, will pay to the Distributor a fee (the “Distribution Fee”) at an annual rate of 0.75% of the Series’ average daily net assets attributable to the Class C shares (unless reduced as contemplated by and permitted pursuant to the next sentence hereof) in consideration of the services rendered in connection with the sale of such shares by the Distributor. The Trust will not terminate the Distribution Fee in respect of Series assets attributable to Class C shares, or pay such fee at an annual rate of less than 0.75% of the Series’ average daily net assets attributable to the Class C shares, unless it has ceased, and not resumed, paying the Service Fee (or any other fee that constitutes a “service fee” as defined in the FINRA Rule) to Natixis Distributors (or to any affiliate of Natixis Distributors, or to any other person in circumstances where substantially all of the services and functions relating to the distribution of Class C shares of the Series have been delegated to, or are being performed by, Natixis Distributors or an affiliate of Natixis Distributors). Subject to such restriction and subject to the provisions of Section 7 hereof, the Distribution Fee shall be as approved from time to time by (a) the Trustees of the Trust and (b) the Independent Trustees of the Trust. The Distribution Fee shall be accrued daily and paid monthly or at such other intervals as the Trustees shall determine.

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The obligation of the Series to pay the Distribution Fee shall terminate upon the termination of this Plan or the relevant distribution agreement between the Distributor and the Trust relating to the Series, in accordance with the terms hereof or thereof, but until any such termination shall not be subject to any dispute, offset, counterclaim or defense whatsoever (it being understood that nothing in this sentence shall be deemed a waiver by the Trust or the Series of its right separately to pursue any claims it may have against the Distributor and enforce such claims against any assets of the Distributor (other than its right to be paid the Distribution Fee and to be paid contingent deferred sales charges)).

The right of Natixis Distributors to receive the Distribution Fee (but not the relevant distribution agreement or Natixis Distributors’ obligations thereunder) may be transferred by Natixis Distributors in order to raise funds which may be useful or necessary to perform its duties as principal underwriter, and any such transfer shall be effective upon written notice from Natixis Distributors to the Trust. In connection with the foregoing, the Series is authorized to pay all or part of the Distribution Fee directly to such transferee as directed by Natixis Distributors.

The Distributor may pay all or any portion of the Distribution Fee to securities dealers or other organizations (including, but not limited to, any affiliate of the Distributor) as commissions, asset-based sales charges or other compensation with respect to the sale of Class C shares of the Series, and may retain all or any portion of the Distribution Fee as compensation for the Distributor’s services as principal underwriter of the Class C shares of the Series. All payments under this Section 2 are intended to qualify as “asset-based sales charges” as defined in the FINRA Rule.

Section 3. This Plan shall continue in effect for a period of more than one year only so long as such continuance is specifically approved at least annually by votes of the majority (or whatever other percentage may, from time to time, be required by Section 12(b) of the Investment Company Act of 1940, as amended (the “Act”) or the rules and regulations thereunder) of both (a) the Trustees of the Trust, and (b) the Independent Trustees of the Trust, cast in person at a meeting called for the purpose of voting on this Plan.

Section 4. Any person authorized to direct the disposition of monies paid or payable by the Trust pursuant to this Plan or any related agreement shall provide to the Trustees of the Trust, and the Trustees shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.

Section 5. This Plan may be terminated at any time by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding Class C shares of the Series.

Section 6. All agreements with any person relating to implementation of this Plan shall be in writing, and any agreement related to this Plan shall provide:

A. That such agreement may be terminated at any time, without payment of any penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding Class C shares of the Series, on not more than 60 days’ written notice to any other party to the agreement; and

B. That such agreement shall terminate automatically in the event of its assignment.

Section 7. This Plan may not be amended to increase materially the amount of expenses permitted pursuant to Sections 1 or 2 hereof without approval by a vote of at least a majority of the outstanding Class C shares of the Series, and all material amendments of this Plan shall be approved in the manner provided for in continuation of this Plan in Section 3.

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Section 8. As used in this Plan, (a) the term “Independent Trustees” shall mean those Trustees of the Trust who are not interested persons of the Trust, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it, and (b) the terms “assignment” and “interested person” shall have the respective meanings specified in the Act and the rules and regulations thereunder, and the term “majority of the outstanding Class C shares of the Series” shall mean the lesser of the 67% or the 50% voting requirements specified in clauses (A) and (B), respectively, of the third sentence of Section 2(a)(42) of the Act, all subject to such exemptions as may be granted by the Securities and Exchange Commission.

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EX-99.(12)

ROPES & GRAY LLP ONE METRO CENTER 700 12TH STREET, NW, SUITE 900 WASHINGTON, DC 20005-3948 WWW.ROPESGRAY.COM

September 26, 2008

Reich & Tang Concentrated Portfolio L.P.

600 Fifth Avenue

8th Floor

New York, NY 10020

Delafield Select Fund

Natixis Funds Trust II

399 Boylston St.

Boston, MA 02116

Ladies and Gentlemen:

We have acted as counsel in connection with the Agreement and Plan of Reorganization (the “Agreement”) dated as of September 24, 2008, by and between Reich & Tang Concentrated Portfolio L.P., a Delaware limited partnership (the “Partnership”), and Natixis Funds Trust II, a Massachusetts business trust (the “Trust”), on behalf of one of its series, Delafield Select Fund (the “Fund”). The Agreement describes a proposed transaction (the “Transaction”) to occur on the date of this letter pursuant to which the Fund will acquire all of the assets of the Partnership in exchange for Class Y shares of beneficial interest of the Fund and the assumption by the Fund of all of the liabilities of the Partnership (the “Exchange”), following which the Fund shares received by the Partnership will be distributed by the Partnership to its partners in complete liquidation of the Partnership. As soon as practicable following the Transaction, the Partnership shall be dissolved and its legal existence terminated. The Transaction, taken together with the dissolution and termination of the Partnership, is referred to herein as the “Reorganization.” This opinion as to certain U.S. federal income tax consequences of the Reorganization is being furnished to you pursuant to Sections 8(e) and 9(f) of the Agreement. Capitalized terms not defined herein are used herein as defined in the Agreement.

For purposes of this opinion, we have reviewed the Agreement, the Combined Prospectus/Information Statement dated August 6, 2008 (the “Prospectus”), including all exhibits thereto, the Partnership’s Limited Partnership Agreement, and such other documents as we have deemed necessary to render this opinion. In addition, each of the Partnership and the Fund have provided us with letters dated the date hereof (the “Representation Letters”) representing as to certain facts, occurrences and information upon which you have indicated that we may rely in rendering this opinion (whether or not contained or reflected in the documents referred to above).

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Reich & Tang Concentrated Portfolio L.P.

Delafield Select Fund

In reviewing the foregoing materials, we have assumed, with your permission, the genuineness of all signatures, the proper execution of all documents, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, and the authenticity of the originals of any such copies. We have further assumed that (i) all parties to the Agreement and any other documents examined by us have acted, and will act, in accordance with the terms of such Agreement and documents, and the Transaction will be consummated pursuant to the terms and conditions set forth in the Agreement without the waiver or modification of any such terms and conditions; (ii) all representations contained in the Agreement, as well as those representations contained in the Representation Letters, are true and complete; and (iii) any representation made in any of the documents referred to herein “to the knowledge” (or similar qualification) of any person or party is true without regard to such qualification. We have not attempted to verify independently such representations, but in the course of our representation, nothing has come to our attention that would cause us to question the accuracy thereof.

The facts represented to us in the Representation Letters and as set forth herein support the conclusion that, based on the analysis and subject to the considerations set forth below, the Transaction will qualify for federal income tax purposes as a transfer to a controlled corporation within the meaning of section 351(a) of the Internal Revenue Code of 1986, as amended (the “Code”), followed by a liquidation of the Partnership. The federal income tax consequences of the Transaction to the Partnership, the Fund, and the partners of the Partnership are described more fully below.

The Partnership and the Fund

The Partnership is an accrual basis taxpayer and is treated for federal tax purposes as a partnership.

The Fund is a series of the Trust, which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. As of the time of the Transaction, the Fund will be classified as a corporation for federal income tax purposes. The Fund will elect and qualify to be a regulated investment company (a “RIC”) for federal income tax purposes under section 851 of the Code for its first taxable year which includes the date of the Transaction.

Immediately prior to the Transaction, the Fund will not have any assets and will have no shares outstanding. The Fund is authorized to offer three classes of shares – Class A, Class C, and Class Y – all of which have voting rights as further described in the Prospectus. Following the transaction, the Fund will offer its shares to the public in a continuous public offering consistent with the requirements applicable to an open-end investment company under the 1940 Act. Shares of the Fund are redeemable at net asset value at each shareholder’s option.

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Reich & Tang Concentrated Portfolio L.P.

Delafield Select Fund

Transfer to Controlled Corporation

We believe the Exchange will qualify as a transfer to a controlled corporation within the meaning of section 351(a) of the Code. Section 351(a) provides that “no gain or loss is recognized if property is transferred to a corporation by one or more persons solely in exchange for stock in such corporation and immediately after the exchange such person or persons are in control (as defined in section 368(c)) of the corporation.” ¹

The Exchange meets each of the requirements for nonrecognition treatment under section 351(a). First, in the Exchange, the Partnership will transfer its assets to the Fund in exchange for shares of the Fund. Although the Fund will also assume all of the Partnership’s liabilities, section 357(a) of the Code establishes that such an assumption will not undermine the ability of a transaction to qualify as being described in section 351(a). Section 357(a) provides generally that “if [a] taxpayer receives property which would be permitted to be received under section 351 or section 361 without the recognition of gain if it were the sole consideration, and . . . as part of the consideration, another party to the exchange assumes a liability of the taxpayer, then such assumption shall not be treated as money or other property, and shall not prevent the exchange from being within the provisions of section 351 or 361, as the case may be.”² Accordingly, the Partnership will be treated as receiving only Fund stock in exchange for its assets for purposes of section 351(a) and will satisfy the “solely in exchange for stock” requirement for nonrecognition treatment.

¹ Regardless of whether the Exchange qualifies under section 351(a), the Fund will not recognize gain or loss upon receipt of the Partnership’s assets in the Exchange pursuant to section 1032(a) of the Code. Accordingly, qualification under section 351(a) is important principally to establish that the Partnership does not recognize gain or loss as a result of the Exchange, and to determine basis and holding period consequences to the Fund, the Partnership, and the partners.

² Sections 357(b) and (c) of the Code establish certain limitations on the general rule regarding liability assumptions set forth in section 357(a). Under section 357(b), an assumption of liabilities may give rise to gain recognition “[i]f, taking into consideration the nature of the liability and the circumstances in light of which the arrangement for the assumption was made, it appears the principal purpose of the taxpayer with respect to the assumption . . . (A) was a purpose to avoid Federal income tax on the exchange, or (B) if not such purpose, was not a bona fide business purpose.” The Partnership has, however, represented that the liabilities of the Partnership to be assumed by the Fund were incurred in the ordinary course of business and are associated with the assets to be transferred. It is well-established that the assumption of ordinary course liabilities in connection with the incorporation of an existing business does not trigger application of section 357(b). See Simpson v. Comm’r., 43 T.C. 900 (1965); Rev. Rul. 79-258, 1979-2 C.B. 143.

Under section 357(c), the assumption of liabilities could give rise to gain recognition if the amount of the assumed liabilities were to exceed the total adjusted basis of the property transferred. The Partnership has, however, specifically represented that this is not the case with respect to the Exchange.

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Second, the Partnership will satisfy the requirement that it be in control of the Fund immediately after the Exchange within the meaning of section 368(c) of the Code. Section 368(c) defines control to mean “ownership of stock possessing at least 80 percent of the total combined voting power of all classes of stock entitled to vote and at least 80 percent of the total number of shares of all other classes of stock of the corporation.” The Partnership and the Fund have each represented that, immediately after the Exchange, the Partnership will own all of the outstanding shares of the Fund. Moreover, Revenue Ruling 84-111 establishes that the Partnership’s distribution of Fund shares to its partners will not violate the control requirement.³

It is possible (although not certain) that, following the distribution of Fund shares by the Partnership, the partners might be considered to have “stepped into the shoes” of the Partnership as transferors for purposes of testing compliance with the section 351(a) requirements. To the extent this is the case, transfers of Fund shares by the partners to other persons following the Transaction that cause the partners to own less than an amount of Fund shares constituting section 368(c) control might result in the Exchange failing to qualify under section 351(a), particularly if those transfers are made pursuant to binding commitments existing at the time of the Transaction.⁴ However, the Partnership’s representations establish that this will not be the case. Specifically, the Partnership has made representations regarding the absence of binding obligations on the part of the partners to dispose of any Fund shares received in the Transaction,

³ Rev. Rul. 84-111 (Situation 1), 1984-2 C.B. 88.; see also Priv. Ltr. Rul. 9705008 (Oct. 30, 1996).

⁴ Even if immediately after a transfer one or more transferors receive stock of the transferee corporation constituting control under section 368(c), the control requirement of section 351(a) will not be satisfied if, pursuant to a binding agreement entered into prior to the transfer, a transferor transfers stock received in the exchange to a third party that results in the transferors no longer being in control of the transferee. Intermountain Lumber v. Comm’r., 65 T.C. 1025 (1976); Rev. Rul. 79-70, 1979-1 C.B. 144. There is support for the proposition that transfers made to third parties that are not pursuant to such a binding commitment are not taken into account for purposes of determining whether the control requirement is satisfied, although the law on this point is not entirely settled and the IRS may assert in certain cases that post-transaction transfers not pursuant to a binding commitment but constituting an essential part of a prearranged plan may cause a failure to satisfy the control requirement. See Intermountain Lumber, 65 T.C. at 1031-32 (stating that “if there are no restrictions upon freedom of action [of a transferor] at the time he acquired the shares, it is immaterial how soon thereafter the transferee elects to dispose of his stock or whether such disposition is in accordance with a preconceived plan not amounting to a binding obligation”); see also National Bellas Hess, Inc. v. Comm’r., 20 T.C. 636 (1953), aff’d 220 F2d 415 (8th Cir. 1955); American Bantam Car Co. v. Comm’r., 11 T.C. 397 (1948); see generally Bittker & Eustice, Federal Income Taxation of Corporations and Shareholders ¶ 3.09.

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and that the Partnership immediately after the Exchange and the partners immediately after the Transaction will be in control of the Fund taking into account, inter alia, the sale, exchange, transfer by gift, or other disposition of any Fund stock to be received in the Transaction.⁵

Similarly, issuances by the Fund of additional shares in connection with the Transaction to persons who do not qualify as transferors of property could cause the Exchange not to qualify for nonrecognition treatment under section 351(a) if those share issuances were to result in the Partnership not having section 368(c) control of the Fund following the Exchange, or the Partners not having section 368(c) control of the Fund following the Transaction. The Fund has, however, represented that (1) it will not, at the time of or immediately after the Transaction, be under any binding obligation to issue additional shares to any person or entity, (2) no stock or securities of the Fund will be issued for services rendered to or for the benefit of the Fund in connection with the Transaction, and (3) taking into account additional Fund share issuances, any issuance of Fund shares for services, the exercise of any rights, warrants or subscriptions with respect to Fund shares, and any sales, exchanges, transfers by gift, or other dispositions of Fund shares received in the Transaction, the Partnership immediately after the Exchange and the partners immediately after the Transaction will have section 368(c) control of the Fund. Share issuances by the Fund pursuant to the continuous public offering of shares that will commence following the Transaction and not pursuant to a binding commitment existing at the time of the Transaction will not cause a failure of the Exchange to qualify under section 351(a).⁶

Third, under section 351(e) of the Code and the regulations thereunder, a transfer of property to a RIC that results in diversification of the transferor’s interests will not qualify for section 351(a) treatment.⁷ A transfer generally results in such diversification when two or more

⁵ This representation includes an exception for redemptions of Fund shares that are (1) made at the demand of a shareholder in the ordinary course of the Fund's business as an open-end investment company under the 1940 Act and (2) not pursuant to a binding commitment in existence at the time of, or part of a plan that includes, the Transaction. Consistent with footnote 4 above, such redemptions should not affect whether the control requirement is satisfied.

⁶ See National Bellas Hess, Inc., 20 T.C. at 647 (stating “nor is the requisite ownership and control negated by the fact that [the transferee] planned to sell its capital stock to the general public.”); Priv. Ltr. Rul. 9821023 (Feb. 17, 1998); Priv. Ltr. Rul. 9740029 (July 6, 1997); Priv. Ltr. Rul. 9707025 (Nov. 19, 1996). Moreover, it is worth noting that even if Fund share purchases in the continuous public offering that will commence following the Transaction were integrated with the Transaction and taken into account in testing compliance of the Exchange with the section 351(a) requirements, persons acquiring Fund shares for cash would presumably then be treated as transferors of property so that their shares would generally be counted toward the “control immediately after” requirement.

⁷ See also Treas. Reg. § 1.351-1(c)(1).

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persons transfer non-identical property to the corporation. In the present case, assuming the Transaction is treated separately from the issuance of shares by the Fund in the continuous public offering that is to commence following the Transaction, the Partnership would be the sole transferor and there would be no diversification on that basis.⁸ Moreover, the Partnership has represented that it will transfer to the Fund a diversified portfolio of assets within the meaning of 1.351-1(c)(6) of the Treasury Regulations, and the Fund has represented that any cash it receives from the continuous public offering of its shares following the Transaction will be invested in a manner consistent with its investment objectives and policies, which are in turn substantially the same as the investment objectives and policies of the Partnership. Under these circumstances, even if the issuance of shares for cash in the continuous public offering is taken into account, we believe that the Exchange will not result in the diversification of interests and section 351(e) will not prevent the Exchange from qualifying for nonrecognition treatment under section 351(a). ⁹

Assuming that the Exchange qualifies under section 351(a), the basis and holding period consequences to the Partnership are set forth in Code sections 358(a) and 1223(1), respectively. Pursuant to section 358(a) and section 358(d), and taking into account the facts that the Partnership will be treated as receiving solely stock and will not recognize any gain in the Exchange for the reasons set forth above, the Partnership’s basis in the Fund shares it receives will be equal to its basis in the assets transferred to the Fund, reduced by the amount of any liabilities assumed by the Fund or to which the assets are subject. Pursuant to the section 1223(1), the Partnership’s holding period in the Fund shares it receives will include the Partnership’s holding period in those assets, provided that those assets are held as capital assets

⁸ See id. § 1.351-1(c)(5) (“[i]f there is only one transferor . . . to a newly organized corporation, the transfer will generally be treated as not resulting in diversification”).

⁹ Treas. Reg. § 1.351-1(c)(6) provides that a transfer of stocks and securities will not be treated as resulting in a diversification of the transferors' interests if each transferor transfers a diversified portfolio of stocks and securities to the transferee corporation. This provision is on its face not as clear as one might like as to the treatment of a transaction in which one transferor transfers a diversified portfolio of stocks and securities while other transferors transfer cash. We believe, however, that such a transaction will not result in diversification within the meaning of section 351(e), in the first instance because cash is itself an inherently diversified asset, and more so when, as here, it is intended that the cash will be deployed to acquire stocks and securities of the same nature as the diversified portfolio contributed by the non-cash transferor. This view is consistent with IRS private letter rulings addressing section 721(b), the parallel investment company provision for contributions to partnerships. See, e.g., Priv. Ltr. Rul. 200125053 (Mar. 23, 2001); Priv. Ltr. Rul. 200121016 (Feb. 14, 2001); see also Priv. Ltr. Rul. 9821023 (involving a contribution by a partnership of portfolios represented to be diversified within the meaning of section 1.351-1(c)(6) to two RICs, followed by a continuous offering of shares by each of the RICs).

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on the date of the Exchange.¹⁰ In addition, it should be noted that the assumption of the Partnership’s liabilities, if any, by the Fund will decrease each partner’s share of the Partnership’s liabilities. A decrease in a partner’s share of partnership liabilities is treated as a distribution of money pursuant to Code section 752, which would decrease the basis of a partner in its partnership interest pursuant to section 733 of the Code and would trigger gain recognition by the partner if the amount of the deemed distribution of money were to exceed such basis.¹¹

The basis and holding period consequences of the Exchange to the Fund are prescribed by Code sections 362 and 1223(2), respectively. Section 362(a) provides generally that “[i]f property was acquired . . . by a corporation in connection with a transaction to which section 351 (relating to transfer of property to a controlled corporation) applies . . . then the basis shall be the same as it would be in the hands of the transferor, increased in the amount of gain recognized to the transferor on such transfer.” Under this rule, the Fund’s basis in the assets received from the Partnership would generally equal the Partnership’s basis in the assets immediately before the Exchange because the Partnership will not be required to recognize gain as a result of transfer. However, section 362(e) provides for downward adjustments in the basis of property received by a transferee corporation in a section 351 transaction if, immediately after the transaction, the transferee’s aggregate adjusted basis in the property would under the general section 362(a) rule exceed the fair market value of such property. Accordingly, if the aggregate adjusted basis of the assets transferred by the Partnership to the Fund were to exceed the fair market value of those assets at the time of the Exchange, a section 362(e) adjustment could apply.¹²

¹⁰ The Partnership’s holding periods in its various assets prior to the Exchange will be allocated pro rata to the Fund shares it receives. Rul. 62-140, 1962-2 C.B. 181, amplified by Rev. Rul. 85-164, 1985-2 C.B. 117. Therefore, each Fund share received by the Partnership in the Exchange should have a split holding period.

¹¹ See Rev. Rul. 84-111 (Situation 1), supra.

¹² The manner in which the section 362(e) adjustment is made may depend in part on the tax status of the partners of the Partnership. To the extent that section 362(e) does apply based on the facts in existence on the date of the Transaction, we can advise you separately with respect to such adjustments.

A basis adjustment to property received by a transferee corporation in a section 351 transaction that would otherwise be required under Code section 362(e)(2) may be avoided if the transferor and the transferee corporation jointly elect pursuant to section 362(e)(2)(C) to reduce the basis of the transferee corporation's stock in the hands of the transferor. Such an election, if made in the present case, would have consequences for the basis of the partners in the Fund shares they receive in the Transaction. The Partnership and the Fund have represented that they will not make such an election.

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Turning to the question of the Fund’s holding period in the assets it receives in the Exchange, section 1223(2) provides that “[i]n determining the period for which the taxpayer has held property however acquired there shall be included the period for which such property was held by any other person, if . . . such property has, for purposes of determining gain or loss from a sale or exchange, the same basis in whole or in part in his hands as it would have had in the hands of such other person.” Accordingly, the Fund’s holding period in the assets received from the Partnership will include the Partnership’s holding period in those assets.

Liquidation of the Partnership

The tax consequences to the Partnership and the partners of the liquidation of the Partnership are determined under the provisions of Subchapter K of the Code.¹³ With respect to the Partnership, section 731(b) of the Code provides that “[n]o gain or loss shall be recognized to a partnership on a distribution to a partner of property, including money.” Under this provision, the liquidating distribution of the Fund shares to the partners will not cause recognition of gain or loss at the Partnership level.

With respect to the partners, Code section 731(a)(1) of the Code provides that no gain is recognized on a distribution by a partnership to a partner except to the extent that any money distributed exceeds the adjusted basis of the partner’s partnership interest, while section 731(a)(2) provides that no loss is recognized upon a distribution by a partnership to a partner unless the distribution is in liquidation of the partner’s interest in the partnership and the only property received by the partner is money, unrealized receivables, or inventory.¹⁴ For purposes of section 731(a)(1), a distribution of marketable securities, such as shares in the Fund, is treated as a distribution of money unless the distributing partnership is an investment partnership and the distribution is made to an eligible partner.¹⁵ An investment partnership is a partnership that has never engaged in a trade or business and substantially all of the assets of which have always consisted of certain designated types of passive investments, including, inter alia, money, stock in corporations, and notes, bonds, debentures, and other evidences of indebtedness.¹⁶ An eligible partner is a partner who did not, prior to the distribution, contribute assets to the partnership

¹³ See Rev. Rul. 84-111 (Situation 1), supra.

¹⁴ The Fund shares distributed by the Partnership to its partners will not be treated as unrealized receivables under section 751(c) of the Code or as inventory under section 751(d) of the Code.

¹⁵ I.R.C. § 731(c).

¹⁶ Id. § 731(c)(3)(c)(i). For purposes of determining whether a partnership is an investment partnership, a partnership is not considered to be engaged in a trade or business by reason of any activity undertaken as an investor, trader, or dealer in any of the designated types of passive investments.

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other than the designated types of passive assets.¹⁷ Based on the representations provided by the Partnership, the Partnership qualifies as an investment partnership, and each of the partners will qualify as an eligible partner.¹⁸ Accordingly, Fund shares distributed by the Partnership will not be treated as a distribution of money for purposes of section 731(a)(1) of the Code and the partners, who will receive solely Fund shares in the Transaction, will not recognize gain or loss upon their receipt of such shares as a liquidating distribution from the Partnership. As noted above, however, partners will be treated as receiving deemed cash distributions to the extent of the decrease in their allocable share of the Partnership’s liabilities (if any) in the Transaction, and it is possible that a partner could recognize gain as a result of such a deemed cash distribution if the amount of the deemed distribution were to exceed the partner’s basis in its partnership interest.

Section 732(b) of the Code provides that upon a liquidation of a partner’s interest in a partnership, the basis of property other than money received by the partner is equal to the adjusted basis of the partner’s interest in the partnership reduced by any money distributed in the same transaction. Thus, the basis of Fund shares received from the Partnership in the hands of a partner will be equal to the basis of such partner’s interest in the Partnership, as adjusted to reflect any money deemed distributed to the partner in connection with the Transaction (including, in particular, the deemed distribution of cash resulting from the decrease in the partner’s share of the Partnership’s liabilities resulting from assumption of such liabilities by the Fund, as described above).¹⁹

Finally, section 735(b) provides that a partner’s holding period for property received in a distribution from a partnership includes the partnership’s holding period, as determined under section 1223, with respect to such property. Accordingly, the holding period of the Fund shares received by the partners in the Transaction will be based on and include the period during which the Partnership is treated as having held such Fund shares. As discussed above, the Partnership’s holding period with respect to the Fund shares will be based on its holding period in its assets prior to the Exchange.

¹⁷ Id. § 731(c)(3)(a)(iii).

¹⁸ See representations 2 and 3 in the Partnership's Representation Letter.

¹⁹ It should be noted that each partner's tax basis in its partnership interest immediately before the Transaction will reflect adjustments for the flow through of partnership items for the Partnership's final tax year. In light of section 732(b), the fact that, as noted above, the Partnership’s basis in the Fund shares received in the Exchange will equal the Partnership’s basis in the assets transferred to the Fund will have no effect on the partners’ basis in the Fund shares that they receive in the Transaction.

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Opinion

Based on and subject to the foregoing, and on our consideration of such other matters of fact and law as we have deemed necessary or appropriate, it is our opinion that:

1. Pursuant to section 351 of the Code, the Partnership will recognize no gain or loss on the transfer of all of its assets to the Fund solely in exchange for the Fund shares and the assumption by the Fund of the Partnership’s liabilities pursuant to the Reorganization.

2. The Partnership’s basis in the shares of the Fund received in connection with the Partnership’s transfer of its assets to the Fund will equal the Partnership’s basis in the assets exchanged therefor, reduced by the amount of the liabilities assumed by the Fund in the transaction or to which such assets are subject.

3. The Partnership’s holding period for the shares of the Fund received in connection with the Partnership’s transfer of its assets to the Fund will be based on and include the period during which the Partnership held such assets, provided that such assets were held as capital assets at the time of such transfer.

4. The Fund will recognize no gain or loss on its acquisition of all the assets of the Partnership solely in exchange for the Fund’s shares and its assumption of the Partnership’s liabilities.

5. The Fund’s basis in the assets transferred by the Partnership will equal the Partnership’s basis in such assets immediately before the Reorganization except to the extent that such basis is required to be adjusted pursuant to section 362(e) of the Code.

6. The Fund’s holding period for the assets transferred by the Partnership will include the Partnership’s holding period for the assets immediately before the transfer.

7. The Partnership will recognize no gain or loss on the distribution of the Fund shares to its partners pursuant to the liquidation of the Partnership.

8. A limited partner of the Partnership will recognize no gain or loss on the distribution of shares of the Fund by the Partnership to such limited partner pursuant to the liquidation of the Partnership, except that gain will be recognized by a limited partner to the extent that any money distributed or deemed distributed pursuant to section 752 of the Code to the limited partner in connection with the Reorganization exceeds the adjusted basis of such limited partner’s interest in the Partnership immediately before the Reorganization.

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9. The aggregate basis in the Fund shares received by a limited partner of the Partnership pursuant to the liquidation of the Partnership will equal the adjusted basis of such limited partner’s interest in the Partnership immediately prior to the Reorganization, reduced by any money distributed or deemed distributed to such limited partner connection with in the Reorganization.

10. The holding period for shares of the Fund received by a limited partner of the Partnership pursuant to the liquidation of the Partnership will be based on and include the period during which the Partnership is treated as having held those shares under (3) above.

Except as specifically set forth in 1-10 above, we express no opinion with respect to any other tax consequences of the Transaction to the Partnership, its partners, or the Fund, including without limitation the tax consequences of payment by Natixis Asset Management Advisors, L.P. of costs and expenses incurred in connection with the Transaction as provided in Section 5 of the Agreement.

Our opinion is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations, Internal Revenue Service rulings, judicial decisions, and other applicable authority, all as in effect on the date of this opinion. The legal authorities on which this opinion is based may be changed at any time. Any such changes may be retroactively applied and could modify the opinions expressed above. We undertake no obligation update or supplement this opinion to reflect any such changes that may occur.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP

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EX-99.(13)(J)

September 28, 2008

Natixis Funds Trust II

399 Boylston Street

Boston, MA 02116

Re: Fee Waiver/Expense Reimbursement

Ladies and Gentlemen:

Reich & Tang Asset Management, LLC (“Reich & Tang”) notifies you that it will waive its management fee (and, to the extent necessary, bear other expenses of the Fund listed below) through April 30, 2010 to the extent that the total annual fund operating expenses of each class of the Fund, exclusive of acquired fund fees and expenses, brokerage, interest, taxes, and organizational and extraordinary expenses, would exceed the following annual rates:

Name of Fund Expense Cap

September 29, 2008 through April 30, 2010:

Delafield Select Fund	1.40% for Class A shares
	2.15% for Class C shares
	1.15% for Class Y shares

With respect to the Fund, Reich & Tang shall be permitted to recover operating expenses it has borne subsequent to the effective date of this agreement (whether through reduction of its management fee or otherwise) in later periods to the extent that the Fund’s total annual fund operating expenses fall below the annual rates set forth above. Provided, however, that the Fund is not obligated to pay any such deferred fees more than one year after the end of the fiscal year in which the fee was deferred.

During the periods covered by this letter agreement, the expense cap arrangement set forth above for the Fund may only be modified by a majority vote of the “non-interested” Trustees of the Trust.

For purposes of determining any such waiver or expense reimbursement, expenses of the class of the Fund shall not reflect the application of balance credits made available by the Fund’s custodian or arrangements under which broker-dealers that execute portfolio transactions for the Fund agree to bear some portion of Fund expenses.

We understand and intend that you will rely on this undertaking in preparing and filing the Registration Statement on Form N-1A for the above referenced Fund with the Securities and Exchange Commission, in accruing the Fund’s expenses for purposes of calculating its net asset value per share and for other purposes permitted under Form N-1A and/or the Investment Company Act of 1940, as amended, and expressly permit you to do so.

Reich & Tang Asset Management, LLC
By:	/s/ Richard De Sanctis
Title:	Executive Vice President & Chief Operating Officer