June 26, 2015
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, DC 20549-0504
Attention: Stephanie Hui, Esq.
VIA EDGAR
Re: | Registrant: Loomis Sayles Funds II |
File No.: 811-06241 |
Filing Type: Form N-1A |
Dear Ms. Hui:
This letter responds to an additional comment of the staff (the Staff) of the Securities and Exchange Commission (the Commission) received by telephone on June 25, 2015, regarding the post-effective amendment to the Loomis Sayles Funds II (the Registrant) registration statement on Form N-1A for the Loomis Sayles Small/Mid Cap Growth Fund (the Fund), which was filed with the Commission on April 13, 2015 (the Registration Statement). For your convenience, we have summarized the additional comment below, followed by the Registrants response. Any term that is used, but not defined, in this letter retains the same meaning as used by the Registrant in the Registration Statement.
Please note that the Registration Statement is scheduled to become effective automatically on June 30, 2015.
Prospectus
Comment. Please confirm that the Adviser will be permitted to recover management fees waived and/or expenses reimbursed only to the extent the expenses in later periods fall below the stated expense cap.
Response. In response to the comment the Registrant has revised the disclosure as follows:
Loomis, Sayles & Company, L.P. (Loomis Sayles or the Adviser) has given a binding contractual
undertaking to the Fund to limit the amount of the Funds total annual fund operating expenses to 0.85% of the Funds average daily net assets for Institutional Class shares, exclusive of brokerage expenses, interest expense, taxes,
acquired fund fees and expenses, organizational and extraordinary expenses, such as litigation and indemnification expenses. This undertaking is in effect through January 31, 2017 and may be terminated before then only with the consent of the
Funds Board of Trustees. The Adviser will be permitted to recover, on a class-by-class basis, management fees waived and/or expenses reimbursed to the extent that expenses in later periods fall below 0.85% of the Funds
average daily net assets the applicable expense limitation for Institutional Class Shares. The Fund will not be obligated to repay any such waived/reimbursed fees and expenses more than one year after the end of the fiscal year in
which the fees or expenses were waived/reimbursed.
In connection with the above-referenced filing, we acknowledge that:
¡ | The Registrant is responsible for the adequacy and accuracy of the disclosure in the above-referenced filing; |
¡ | Staff comments or changes to disclosure in response to Staff comments in the filing reviewed by the Staff do not foreclose the Commission from taking any action with respect to the above-referenced filing; and |
¡ | The Registrant may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
In addition, we understand that the Division of Enforcement of the Commission has access to all information provided to the Staff in its review of the above-referenced filings or in response to the Division of Investment Managements comments on the filings.
If you have any questions or require any clarification concerning the foregoing, please call me at 617-449-2818.
Very truly yours,
/s/ John M. DelPrete
John M. DelPrete
Assistant Secretary
Loomis Sayles Funds II
cc: | Russell L. Kane, Esq. |
Michael G. Doherty, Esq. |
John M. Loder, Esq. |