FFND / Northern Lights Fund Trust II - One Global ETF - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Northern Lights Fund Trust II - One Global ETF
US ˙ ARCA

Grundläggande statistik
CIK 1518042
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Northern Lights Fund Trust II - One Global ETF
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
May 29, 2026 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 14A Proxy Statement Pursuant to Section 14(a) of the Securities Act of 1934 (Amendment No. _____)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 14A Proxy Statement Pursuant to Section 14(a) of the Securities Act of 1934 (Amendment No.

May 7, 2026 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 14A Proxy Statement Pursuant to Section 14(a) of the Securities Act of 1934 (Amendment No. _____)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 14A Proxy Statement Pursuant to Section 14(a) of the Securities Act of 1934 (Amendment No.

May 7, 2026 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 14A Proxy Statement Pursuant to Section 14(a) of the Securities Act of 1934 (Amendment No. _____)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 14A Proxy Statement Pursuant to Section 14(a) of the Securities Act of 1934 (Amendment No.

April 10, 2026 EX-99.12 TAX OPINION

Facts

Vedder Price 1401 New York Avenue NW, Suite 500 Washington, DC 20005 T: +1 202 312 3320 F: +1 202 312 3322 vedder.

April 10, 2026 EX-99.14 OTH CONSENT

Consent of Independent Registered Public Accounting Firm

Consent of Independent Registered Public Accounting Firm We consent to the use of our report dated February 24, 2026, with respect to the financial statements of the Sequoia Fund, Inc.

April 10, 2026 N-14

UNITED STATES 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. ___ NORTHERN LIGHTS FUND TRUST II (Exact Name of R

UNITED STATES 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. NORTHERN LIGHTS FUND TRUST II (Exact Name of Registrant as Specified in Charter) 225 Pictoria Drive, Suite 450 Cincinnati, OH 45246 (Address of Principal Executive Offices) (631) 490-4300 (Registrant’s Te

April 10, 2026 EX-99.6 ADVSER CONTR

INVESTMENT ADVISORY AGREEMENT NORTHERN LIGHTS FUND TRUST II RUANE CUFFIN L.P., INC.

INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST II and RUANE CUFFIN L.

April 10, 2026 EX-99.16 PWR OF ATTY

POWER OF ATTORNEY

POWER OF ATTORNEY We, the undersigned Trustees and officers of Northern Lights Fund Trust II (the “Trust”), hereby severally constitute and appoint KEVIN WOLF, KENT BARNES and JOYCE SMITH and each of them singly, our true and lawful attorneys, with full power to them and each of them, to sign for us, and in our name and in the capacities indicated below, the Registration Statement on Form N-14, relating to the proposed reorganization of Sequoia Fund, Inc.

April 10, 2026 EX-99.11 OPIN COUNSL

T: +1 202 312 3320

Vedder Price 1401 New York Avenue NW, Suite 500 Washington, DC 20005 T: +1 202 312 3320 F: +1 202 312 3322 vedder.

April 10, 2026 EX-99.17 (AS APPROP)

PROXY IN CONNECTION WITH THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 27, 2026

PROXY IN CONNECTION WITH THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 27, 2026 The undersigned stockholder of Sequoia Fund, Inc.

April 10, 2026 EX-99.9 CUST CONTRCT

AMENDMENT CUSTODIAN AND TRANSFER AGENT AGREEMENT

AMENDMENT TO CUSTODIAN AND TRANSFER AGENT AGREEMENT THIS AMENDMENT TO CUSTODIAN AND TRANSFER AGENT AGREEMENT (this “Amendment”) is made as of January 21, 2026 by and between BROWN BROTHERS HARRIMAN & CO.

March 31, 2026 CERT

NYSE ARCA CERTIFICATION

New York Stock Exchange 11 Wall Street New York, NY 10005 Tel: +1 212.656.3000 nyse.com March 31, 2026 Chief, Information Technology Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE MS 3040 Washington, DC 20549 To whom it may concern: The NYSE Arca certifies its approval for listing and registration of the shares of beneficial interest, no par value, of Weitz Short

March 30, 2026 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Northern Lights Fund Trust II (Exact name of registrant as specified in its charter) Delaware See Below (State of incorporation or organization) (I.

March 25, 2026 AW

Northern Lights Fund Trust II 225 Pictoria Drive, Suite 450 Cincinnati, OH 45246

Northern Lights Fund Trust II 225 Pictoria Drive, Suite 450 Cincinnati, OH 45246 March 25, 2026 Filing Desk U.

March 13, 2026 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 14A Proxy Statement Pursuant to Section 14(a) of the Securities Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 14A Proxy Statement Pursuant to Section 14(a) of the Securities Act of 1934 Filed by a Party other than the Registrant o Filed by the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240.

March 6, 2026 EX-99.6 ADVSER CONTR

INVESTMENT SUB-ADVISORY AGREEMENT For The M INTERNATIONAL EQUITY FUND

INVESTMENT SUB-ADVISORY AGREEMENT For The M INTERNATIONAL EQUITY FUND THIS AGREEMENT made and entered into this []th day of [], 2026, by and between M Financial Investment Advisers, Inc.

March 6, 2026 EX-99.12 TAX OPINION

SCHEDULE A

Chicago New York Washington, DC London San Francisco Los Angeles Singapore Dallas Miami vedderprice.

March 6, 2026 EX-99.9 CUST CONTRCT

Master Custodian Agreement

State Street Draft 1/16/2026 Master Custodian Agreement This Agreement is made as of [], 2026 (this "Agreement"), between each management investment company identified on Appendix A and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a "Fund"), including, if applicable, each series of the Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the "Custodian" or "State Street").

March 6, 2026 EX-99.17 (AS APPROP)

M FUND, INC. M CAPITAL APPRECIATION FUND 1125 NW Couch Street, Suite 900 Portland, Oregon 97209 SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, APRIL 22, 2026

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR PROXY VOTE TODAY! PROXY CARD M FUND, INC. M CAPITAL APPRECIATION FUND 1125 NW Couch Street, Suite 900 Portland, Oregon 97209 SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, APRIL 22, 2026 The undersigned hereby appoints Joyce Smith and Kent Barnes, and each of them, the attorneys and proxies of the undersigned, wit

March 6, 2026 EX-99.11 OPIN COUNSL

Vedder Price

Vedder Price 1401 New York Avenue NW, Suite 500 Washington, DC 20005 T: +1 202 312 3320 F: +1 202 312 3322 vedder.

March 6, 2026 EX-99.16 PWR OF ATTY

POWER OF ATTORNEY

POWER OF ATTORNEY We, the undersigned Trustees and officers of Northern Lights Fund Trust II (the “Trust”), hereby severally constitute and appoint KEVIN WOLF, KENT BARNES and JOYCE SMITH and each of them singly, our true and lawful attorneys, with full power to them and each of them, to sign for us, and in our name and in the capacities indicated below, the Registration Statement on Form N-14, relating to the proposed reorganization of the M International Equity Fund, M Large Cap Growth Fund, M Capital Appreciation Fund and M Large Cap Value Fund, each a series of M Fund, Inc.

March 6, 2026 EX-99.6 ADVSER CONTR

INVESTMENT SUB-ADVISORY AGREEMENT For The M LARGE CAP GROWTH FUND

INVESTMENT SUB-ADVISORY AGREEMENT For The M LARGE CAP GROWTH FUND THIS AGREEMENT made and entered into this []th day of [], 2026, and effective the [] day of [], 2026, by and between M Financial Investment Advisers, Inc.

March 6, 2026 N-14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRE-EFFECTIVE AMENDMENT NO. ____ POST-EFFECTIVE AMENDMENT NO.____ Northern Lights Fund Trust II (Exact Name of Reg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRE-EFFECTIVE AMENDMENT NO.

March 6, 2026 EX-99.13 OTH CONTRCT

NORTHERN LIGHTS FUND TRUST II OPERATING EXPENSES LIMITATION AGREEMENT

NORTHERN LIGHTS FUND TRUST II OPERATING EXPENSES LIMITATION AGREEMENT THIS OPERATING EXPENSES LIMITATION AGREEMENT (this “Agreement”) is effective as of the [], 2026, by and between Northern Lights Fund Trust II, a Delaware statutory trust (the “Trust”), on behalf of the series of the Trust listed on Appendix A which may be amended from time to time (each a “Fund” and, collectively, the “Funds”), and the Adviser of the Funds, M Financial Investment Advisers, Inc.

March 6, 2026 EX-99.6 ADVSER CONTR

INVESTMENT ADVISORY AGREEMENT NORTHERN LIGHTS FUND TRUST II M FINANCIAL INVESTMENT ADVISERS, INC.

INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST II and M FINANCIAL INVESTMENT ADVISERS, INC.

March 6, 2026 EX-99.6 ADVSER CONTR

INVESTMENT SUB-ADVISORY AGREEMENT For The FRONTIER CAPITAL APPRECIATION FUND

INVESTMENT SUB-ADVISORY AGREEMENT For The FRONTIER CAPITAL APPRECIATION FUND THIS AGREEMENT made and entered into this [] day of [], 2026, by and between M Financial Investment Advisers, Inc.

March 6, 2026 EX-99.6 ADVSER CONTR

INVESTMENT SUB-ADVISORY AGREEMENT For The M LARGE CAP VALUE FUND

INVESTMENT SUB-ADVISORY AGREEMENT For The M LARGE CAP VALUE FUND THIS AGREEMENT made and entered into this [] day of [], 2026, by and between M Financial Investment Advisers, Inc.

March 6, 2026 EX-99.14 OTH CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 of our report dated February 25, 2026, relating to the financial statements and financial highlights of M International Equity Fund, M Large Cap Growth Fund, M Capital Appreciation Fund and M Large Cap Value Fund, each a series of M Fund, Inc.

March 6, 2026 EX-99.7 DISTR CONTR

UNDERWRITING AGREEMENT NORTHERN LIGHTS FUND TRUST II M Holdings Securities, Inc.

UNDERWRITING AGREEMENT Between NORTHERN LIGHTS FUND TRUST II and M Holdings Securities, Inc.

January 27, 2026 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 14A Proxy Statement Pursuant to Section 14(a) of the Securities Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 14A Proxy Statement Pursuant to Section 14(a) of the Securities Act of 1934 Filed by a Party other than the Registrant o Filed by the Registrant x Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement o Defini

December 30, 2025 DEFA14A

As filed with the Securities and Exchange Commission on December 30, 2025

As filed with the Securities and Exchange Commission on December 30, 2025 Securities Act File No.

December 9, 2025 CERT

CERT

The Nasdaq Stock Market LLC, 1100 New York Ave. NW, Suite 310E, Washington, DC 20005 Eun Ah Choi Senior Vice President Global Head of Regulatory Operations December 9, 2025 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance: This is to certify that on December 8, 2025, The Nasdaq Stock Market (the "Excha

December 8, 2025 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Northern Lights Fund Trust II (Exact name of registrant as specified in its charter) Delaware See Below (State of incorporation or organization) (I.

December 8, 2025 8-A12B/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Northern Lights Fund Trust II (Exact name of registrant as specified in its charter) Delaware See Below (State of incorporation or organization) (I.

November 26, 2025 EX-99.12 TAX OPINION

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 February [●], 2026

Exhibit 12 The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 February [●], 2026 North Star Micro Cap Fund Northern Lights Fund Trust II 4221 North 203rd Street, Suite 100 Elkhorn, Nebraska 68022 Perritt MicroCap Opportunities Fund Perritt Funds, Inc.

November 26, 2025 EX-99.16 PWR OF ATTY

POWER OF ATTORNEY

Exhibit 16 POWER OF ATTORNEY We, the undersigned Trustees and officers of Northern Lights Fund Trust II (the “Trust”), hereby severally constitute and appoint KEVIN WOLF, KENT BARNES and JOYCE SMITH and each of them singly, our true and lawful attorneys, with full power to them and each of them, to sign for us, and in our name and in the capacities indicated below, the Registration Statement on Form N-14, relating to the proposed reorganization of the Perritt MicroCap Opportunities Fund, a series of Perritt Funds, Inc.

November 26, 2025 N-14

As filed with the Securities and Exchange Commission on November 26, 2025

As filed with the Securities and Exchange Commission on November 26, 2025 Registration No.

November 26, 2025 EX-99.13 OTH CONTRCT

Appendix A to the Operating Expenses and Services Agreement

Exhibit 13(a) Appendix A to the Operating Expenses and Services Agreement Fund Operating Expense Limit Expiration Date North Star Opportunity Fund Class A 1.

November 26, 2025 EX-99.10 12B1 PLAN

NORTHERN LIGHTS FUND TRUST II RULE 18f-3 MULTIPLE CLASS PLAN

Exhibit 10 NORTHERN LIGHTS FUND TRUST II RULE 18f-3 MULTIPLE CLASS PLAN This Multiple Class Plan (the “Plan”) is adopted in accordance with Rule 18f-3 (the “Rule”) under the Investment Company Act of 1940, as amended (the “Act”), by Northern Lights Fund Trust II (the “Trust”) on behalf of each series of the Trust that has multiple classes of shares (each a “Fund”).

November 26, 2025 EX-99.14 OTH CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 of our report dated December 27, 2024, relating to the financial statements and financial highlights of Perritt MicroCap Opportunities Fund, a series of Perritt Funds, Inc.

November 26, 2025 EX-99.11 OPIN COUNSL

Alston & Bird llp The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 Fax: 202-756-3333

Exhibit 11 Alston & Bird llp The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-756-3300 Fax: 202-756-3333 www.

November 26, 2025 EX-99.17 (AS APPROP)

Mail ID LE GAL02/ 476 5 7264v1 PROX Y CARD CUSIP PERRIT T FUN DS , INC. PERRIT T MICROCAP O PPOR T UNITIES FUND 300 S o ut h Wa c ker Dri v e , Ste . 600 Chica go, Il l ino i s 606 0 6 SPECIA L MEE TIN G OF SHAR E HOL DER S T O BE HELD O N WEDNESDA Y

Exhibit 17 Mail ID LE GAL02/ 476 5 7264v1 PROX Y CARD CUSIP PERRIT T FUN DS , INC.

November 26, 2025 EX-99.14 OTH CONSENT

Consent of Independent Registered Public Accounting Firm

Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in this Registration Statement on Form N-14 of Northern Lights Fund Trust II, of our report dated January 29, 2025, relating to our audit of the financial statements and financial highlights of North Star Micro Cap Fund, appearing in the Form N-CSR for the year ended November 30, 2024, which are part of such Registration Statement.

November 24, 2025 EX-99.14 OTH CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 14(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the references to our firm in the Pre-Effective Amendment No.

November 24, 2025 EX-99.14 OTH CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 of our report dated September 29, 2025, relating to the financial statements and financial highlights of Astor Dynamic Allocation Fund and Astor Sector Allocation Fund, each a series of Northern Lights Fund Trust, which are included in Form N-CSR for the year ended July 31, 2025, and to the references to our firm under the headings “Questions and Answers”, “Other Service Providers” and “Financial Highlights of the Target Dynamic Fund” in the Combined Proxy Statement/Prospectus.

November 24, 2025 CORRESP

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 David J.

November 24, 2025 EX-99.10 12B1 PLAN

NORTHERN LIGHTS FUND TRUST II RULE 18f-3 MULTIPLE CLASS PLAN

Exhibit 10(c) NORTHERN LIGHTS FUND TRUST II RULE 18f-3 MULTIPLE CLASS PLAN This Multiple Class Plan (the “Plan”) is adopted in accordance with Rule 18f-3 (the “Rule”) under the Investment Company Act of 1940, as amended (the “Act”), by Northern Lights Fund Trust II (the “Trust”) on behalf of each series of the Trust that has multiple classes of shares (each a “Fund”).

November 24, 2025 N-14/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☒ PRE-EFFECTIVE AMENDMENT NO. 2 ☐ POST-EFFECTIVE AMENDMENT NO. __ Northern Lights Fund Trust II (Exact Name of Reg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☒ PRE-EFFECTIVE AMENDMENT NO.

November 4, 2025 CERT

NYSE ARCA CERTIFICATION,

New York Stock Exchange 11 Wall Street New York, NY 10005 Tel: +1 212.656.3000 nyse.com November 4, 2025 Chief, Information Technology Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE MS 3040 Washington, DC 20549 To whom it may concern: The NYSE Arca certifies its approval for listing and registration of the Shares of beneficial interest, no par value per share, of

September 30, 2025 DEL AM

UNITED STATES |SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☒ PRE-EFFECTIVE AMENDMENT NO.1 ◻ POST-EFFECTIVE AMENDMENT NO.____ Northern Lights Fund Trust II (Exact Name of Re

As filed with the Securities and Exchange Commission on September 30, 2025 Registration No.

September 16, 2025 EX-99.17 (AS APPROP)

ASTOR DYNAMIC ALLOCATION FUND Northern Lights Fund Trust 225 Pictoria Drive, Suite 450 Cincinnati, OH 45246 PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON ___________, 2025

Exhibit 17 YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR PROXY VOTE TODAY! ASTOR DYNAMIC ALLOCATION FUND Northern Lights Fund Trust 225 Pictoria Drive, Suite 450 Cincinnati, OH 45246 PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON , 2025 The undersigned, revoking prior proxies, hereby appoints , and as attorney-in-fact and proxy of the undersigned, granted in

September 16, 2025 EX-99.13 OTH CONTRCT

NORTHERN LIGHTS FUND TRUST OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT ASTOR DYNAMIC ALLOCATION FUND ASTOR SECTOR ALLOCATION FUND

Exhibit 13(a) NORTHERN LIGHTS FUND TRUST OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT ASTOR DYNAMIC ALLOCATION FUND ASTOR SECTOR ALLOCATION FUND THIS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT (the “Agreement”) is effective as of June 30, 2014, as revised on December 1, 2016 by and between NORTHERN LIGHTS FUND TRUST, a Delaware statutory trust (the “Trust”), on behalf of Astor Dynamic Allocation Fund and Astor Sector Allocation Fund (each a “Fund”, collectively the “Funds”) each a series of the Trust, and the advisor of the Fund, Astor Investment Management, LLC (the “Advisor”).

September 16, 2025 EX-99.11 OPIN COUNSL

Alston&Bird llp The Atlantic Building 950 F Street, NW Washington, DC 20004-1404

Exhibit 11 Alston&Bird llp The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-756-3300 Fax:202-756-3333 www.

September 16, 2025 EX-99.10 12B1 PLAN

NORTHERN LIGHTS FUND TRUST II RULE 18f-3 MULTIPLE CLASS PLAN

Exhibit 10(c) NORTHERN LIGHTS FUND TRUST II RULE 18f-3 MULTIPLE CLASS PLAN This Multiple Class Plan (the “Plan”) is adopted in accordance with Rule 18f-3 (the “Rule”) under the Investment Company Act of 1940, as amended (the “Act”), by Northern Lights Fund Trust II (the “Trust”) on behalf of each series of the Trust that has multiple classes of shares (each a “Fund”).

September 16, 2025 N-14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRE-EFFECTIVE AMENDMENT NO. ____ POST-EFFECTIVE AMENDMENT NO. ____ Northern Lights Fund Trust II (Exact Name of Re

As filed with the Securities and Exchange Commission on September 16, 2025 Registration No.

September 16, 2025 EX-99.13 OTH CONTRCT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 14(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 of our report dated September 25, 2024, relating to the financial statements and financial highlights of Astor Dynamic Allocation Fund, a series of Northern Lights Fund Trust, which are included in Form N-CSR for the year ended July 31, 2024, and to the references to our firm under the headings “Questions and Answers” and “Other Service Providers” in the Proxy Statement/Prospectus.

September 16, 2025 EX-99.14 OTH CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 14(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the references to our firm in the Registration Statement on Form N-14 of Northern Lights Fund Trust II with respect to the Beacon Dynamic Allocation Fund, a series of shares of Northern Lights Fund Trust II. /s/ TAIT, WELLER & BAKER LLP Philadelphia, Pennsylvania September 12, 2025

September 16, 2025 EX-99.12 TAX OPINION

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 December [●], 2025

Exhibit 12 The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 December [●], 2025 Northern Lights Fund Trust II Northern Lights Fund Trust c/o Ultimus Fund Solutions, LLC 225 Pictoria Drive, Suite 450 Cincinnati, OH 45246 Ladies and Gentlemen: We have acted as counsel in connection with the Agreement and Plan of Reorganization (the “Agreement”) dated [

September 16, 2025 EX-99.6 ADVSER CONTR

INVESTMENT ADVISORY AGREEMENT NORTHERN LIGHTS FUND TRUST II [ ]

Exhibit 6(b) INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST II and [ ] AGREEMENT, made as of [ ], between Northern Lights Fund Trust II, a Delaware statutory trust (the “Trust”), and [ ], a [ ] limited liability company (the “Adviser”), located at [ ].

September 16, 2025 EX-99.16 PWR OF ATTY

POWER OF ATTORNEY

Exhibit 16 POWER OF ATTORNEY We, the undersigned Trustees and officers of Northern Lights Fund Trust II (the “Trust”), hereby severally constitute and appoint KEVIN WOLF, KENT BARNES and JOYCE SMITH and each of them singly, our true and lawful attorneys, with full power to them and each of them, to sign for us, and in our name and in the capacities indicated below, the Registration Statement on Fo

September 16, 2025 EX-99.13 OTH CONTRCT

NORTHERN LIGHTS FUND TRUST II OPERATING EXPENSES LIMITATION AGREEMENT

Exhibit 13(b) NORTHERN LIGHTS FUND TRUST II OPERATING EXPENSES LIMITATION AGREEMENT THIS OPERATING EXPENSES LIMITATION AGREEMENT (this “Agreement”) is effective as of the [ ] 2025, by and between Northern Lights Fund Trust II, a Delaware statutory trust (the “Trust”), on behalf of the series of the Trust listed on Appendix A which may be amended from time to time (each a “Fund” and, collectively, the “Funds”), and the Adviser of the Funds, [ ] (the “Adviser”).

September 16, 2025 EX-99.6 ADVSER CONTR

INTERIM INVESTMENT ADVISORY AGREEMENT NORTHERN LIGHTS FUND TRUST BEACON CAPITAL MANAGEMENT, INC.

Exhibit 6(a) INTERIM INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST and BEACON CAPITAL MANAGEMENT, INC.

August 11, 2025 CERT

NYSE ARCA CERTIFICATION

New York Stock Exchange 11 Wall Street New York, NY 10005 Tel: +1 212.656.3000 nyse.com August 11, 2025 Chief, Information Technology Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE MS 3040 Washington, DC 20549 To whom it may concern: The NYSE Arca certifies its approval for listing and registration of the Shares of beneficial interest, no par value per share, of

August 6, 2025 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Northern Lights Fund Trust II (Exact name of registrant as specified in its charter) Delaware See Below (State of incorporation or organization) (I.

July 22, 2025 CORRESP

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 David J.

March 31, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] [ ] [X] [ ] [ ] Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Defi

March 31, 2025 CORRESP

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 David J.

March 4, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

November 20, 2024 CERT

CBOE BZX CERTIFICATION

8050 Marshall Drive, Suite 120 › Lenexa, KS 66214 › cboe.com November 20, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 RE: ETF Series Solutions Issuer CIK: 0001540305 Issuer File Number: 333-179562 / 811-226688 Form Type: 8-A12B Filing Date: November 20, 2024 To Whom It May Concern: Cboe BZX Exchange, Inc. certifies its approv

October 18, 2024 CERT

CERT

The Nasdaq Stock Market LLC, 805 King Farm Blvd., Rockville, MD 20850 Eun Ah Choi Senior Vice President Global Head of Regulatory Operations October 18, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance: This is to certify that on September 23, 2024, The Nasdaq Stock Market LLC (the "Exchange") rec

September 23, 2024 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Northern Lights Fund Trust II (Exact name of registrant as specified in its charter) Delaware See Below (State of incorporation or organization) (I.

August 21, 2024 CORRESP

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 David J.

August 16, 2024 CORRESP

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 David J.

August 16, 2024 N-14/A

With a copy to:

As filed with the Securities and Exchange Commission on August 16, 2024 Registration No.

August 16, 2024 EX-99.14

Consent of Independent Registered Public Accounting Firm

Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in this Pre-Effective Amendment No.

July 24, 2024 CORRESP

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 David J.

July 10, 2024 N-14/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549. FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x [X] Pre-Effective Amendment No. 1 [ ] Post-Effective Amendment No. ___ NORTHERN LIGHTS FUND TRUST II (Exact N

As filed with the Securities and Exchange Commission on July 10, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 5, 2024 CORRESP

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 David J.

June 25, 2024 N-14

With a copy to:

As filed with the Securities and Exchange Commission on June 25, 2024 Registration No.

June 25, 2024 EX-99.14 OTH CONSENT

Consent of Independent Registered Public Accounting Firm

Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in this Registration Statement (No.

June 25, 2024 EX-99.6 ADVSER CONTR

INVESTMENT ADVISORY AGREEMENT NORTHERN LIGHTS FUND TRUST II KKM FINANCIAL, LLC

INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST II and KKM FINANCIAL, LLC AGREEMENT, made as of [July 31, 2024], between Northern Lights Fund Trust II, a Delaware statutory trust (the "Trust"), and KKM Financial, LLC, a Delaware limited liability company (the "Adviser"), located at 311 South Wacker Drive, Suite 650, Chicago, IL 60606.

June 25, 2024 EX-99.12 TAX OPINION

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 [•], 2024 Essential 40 Stock Fund Northern Lights Fund Trust II 4221 North 203rd Street, Suite 100 Elkhorn, Nebraska 68022 Re: Essential 40 Stock Fund Reorganization Ladies and Gentlemen: We have acted as counsel in connection with the Agreement and Plan of Reorganization (the “Agreement”) dated [•], by Northern Lights Fund Trust II, a Delaware statutory trust (“NLFT II” or the “Trust”), on behalf of its series the Essential 40 Stock Fund (the “Target Fund”) and Essential 40 Stock ETF (the “Acquiring Fund”) and, with respect to paragraph 10.

June 25, 2024 EX-99.16 PWR OF ATTY

POWER OF ATTORNEY

POWER OF ATTORNEY We, the undersigned Trustees and officers of Northern Lights Fund Trust II (the “Trust”), hereby severally constitute and appoint KEVIN WOLF AND ALLYSON STEWART and each of them singly, our true and lawful attorneys, with full power to them and each of them, to sign for us, and in our name and in the capacities indicated below, the Registration Statement on Form N-14, relating to the reorganization of the Essential 40 Stock Fund, a series of Trust, into the Essential 40 Stock ETF, a series of the Trust, and any and all amendments (including pre-effective and post-effective amendments) to said Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the U.

June 25, 2024 EX-99.11 OPIN COUNSL

Alston&Bird llp The Atlantic Building 950 F Street, NW Washington, DC 20004-1404

Alston&Bird llp The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-756-3300 Fax:202-756-3333 www.

April 30, 2024 CERT

CERT

The Nasdaq Stock Market LLC, 805 King Farm Blvd., Rockville, MD 20850 Eun Ah Choi Senior Vice President Global Head of Regulatory Operations April 30, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance: This is to certify that on April 25, 2024, The Nasdaq Stock Market LLC (the "Exchange") received

April 25, 2024 8-A12B/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Northern Lights Fund Trust II (Exact name of registrant as specified in its charter) Delaware See Below (State of incorporation or organization) (I.

April 17, 2024 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Northern Lights Fund Trust II (Exact name of registrant as specified in its charter) Delaware See Below (State of incorporation or organization) (I.

December 18, 2023 N-14

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549. FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x Pre-Effective Amendment No. ___ Post-Effective Amendment No. ___ NORTHERN LIGHTS FUND TRUST II (Exact Name of Registrant as

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549. FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x Pre-Effective Amendment No. Post-Effective Amendment No. NORTHERN LIGHTS FUND TRUST II (Exact Name of Registrant as Specified in Charter) 225 Pictoria Drive, Suite 450 Cincinnati, OH 45246 (Address of Principal Executive Offices) (631) 490-4300 (Registrant’s Telephone Numb

December 18, 2023 EX-99.11 OPIN COUNSL

Alston&Bird llp The Atlantic Building 950 F Street, NW Washington, DC 20004-1404

Alston&Bird llp The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-756-3300 Fax:202-756-3333 www.

December 18, 2023 EX-99.12 TAX OPINION

March [●], 2024

March [●], 2024 Longboard Fund Northern Lights Fund Trust II 225 Pictoria Drive, Suite 459 Cincinnati, OH 45246 Longboard Managed Futures Strategy Fund Northern Lights Fund Trust II 225 Pictoria Drive, Suite 459 Cincinnati, OH 45246 Ladies and Gentlemen: We have acted as counsel in connection with the Agreement and Plan of Reorganization (the “Agreement”) dated December 15, 2023, by and among Nort

December 18, 2023 EX-99.16 PWR OF ATTY

POWER OF ATTORNEY

POWER OF ATTORNEY We, the undersigned Trustees and officers of Northern Lights Fund Trust II (the “Trust”), hereby severally constitute and appoint KEVIN WOLF AND ALLYSON STEWART and each of them singly, our true and lawful attorneys, with full power to them and each of them, to sign for us, and in our name and in the capacities indicated below, the Registration Statement on Form N-14, relating to

December 18, 2023 EX-99.14 OTH CONSENT

Consent of Independent Registered Public Accounting Firm

Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in this Registration Statement on Form N-14 of Northern Lights Fund Trust II, of our report dated July 28, 2023, relating to our audits of the financial statements and financial highlights, which appear in Longboard Fund (formerly, Longboard Alternative Growth Fund) and Longboard Managed Futures Strategy Fund’s May 31, 2023 Annual Report to Shareholders, which are also incorporated by reference into the Registration Statement.

September 22, 2023 CERT

NYSE ARCA CERTIFICATION

New York Stock Exchange 11 Wall Street New York, NY 10005 Tel: +1 212.656.3000 nyse.com September 22, 2023 Chief, Information Technology Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE MS 3040 Washington, DC 20549 To whom it may concern: The NYSE Arca certifies its approval for listing and registration of the Shares of beneficial interest, no par value per share,

September 19, 2023 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Northern Lights Fund Trust II (Exact name of registrant as specified in its charter) Delaware See Below (State of incorporation or organization) (I.

September 14, 2023 425

HODGES MUTUAL FUNDS

MUTUAL FUND SERVICES HODGES MUTUAL FUNDS Re: Hodges Small Cap Fund Dear Shareholder: We have tried unsuccessfully to contact you, whether by mail or by phone, regarding a very important matter concerning your investment in the Hodges Small Cap Fund.

September 13, 2023 425

REMINDER

HODGES MUTUAL FUNDS 2905 Maple Avenue, Dallas, TX REMINDER Dear Valued Shareholder, We need your help.

September 6, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a−101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a−101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant  Filed by a party other than the registrant  Check the appropriate box:  Preliminary proxy statement  Confidential, for use of

August 29, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a−101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a−101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant  Filed by a party other than the registrant  Check the appropriate box:  Preliminary proxy statement  Confidential, for use of

August 10, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a−101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a−101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant  Filed by a party other than the registrant  Check the appropriate box:  Preliminary proxy statement  Confidential, for use of

August 8, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a−101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a−101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant  Filed by a party other than the registrant  Check the appropriate box:  Preliminary proxy statement  Confidential, for use of

July 14, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] [ ] [X] [ ] [ ] Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Defi

July 13, 2023 N-14/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRE-EFFECTIVE AMENDMENT NO. 1 POST-EFFECTIVE AMENDMENT NO. ____ Northern Lights Fund Trust II (Exact Name of Regis

As filed with the Securities and Exchange Commission on July 13, 2023 Registration No.

July 13, 2023 EX-99.11 OPIN COUNSL

Alston & Bird llp The Atlantic Building 950 F Street, NW Washington, DC 20004-1404

Exhibit 11 Alston & Bird llp The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-756-3300 Fax:202-756-3333 www.

July 13, 2023 EX-99.14 OTH CONSENT

CONSENT OF ALSTON & BIRD, LLP, COUNSEL FOR THE REGISTRANT

Exhibit (14)(b) CONSENT OF ALSTON & BIRD, LLP, COUNSEL FOR THE REGISTRANT We hereby consent to the use of our name and the references to our firm under the caption “Legal Counsel” included in or made a part of Pre-Effective Amendment No.

July 13, 2023 EX-99.14 OTH CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit (14)(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the references to our firm in the Pre-Effective Amendment No.

July 7, 2023 CORRESP

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 David J.

July 6, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a−101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a−101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant  Filed by a party other than the registrant  Check the appropriate box:  Preliminary proxy statement  Confidential, for use of

July 5, 2023 CORRESP

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 David J.

July 3, 2023 CORRESP

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 David J.

June 29, 2023 CORRESP

NORTHERN LIGHTS FUND TRUST I, II, III and Northern Lights Variable Trust

NORTHERN LIGHTS FUND TRUST I, II, III and Northern Lights Variable Trust James Colantino Treasurer Direct Telephone: (631) 470-2603 Fax: (631) 470-2701 E-mail: jcolantino@ultimusfundsolutions.

June 23, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a−101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a−101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant  Filed by a party other than the registrant  Check the appropriate box: þ Preliminary proxy statement  Confidential, for use of

June 20, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] [ ] [ ] [ ] [ ] Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Defi

June 16, 2023 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 27, 2023, pursuant to the provisions of Rule 12d2-2 (a).

June 16, 2023 CERT

NYSE ARCA CERTIFICATION

New York Stock Exchange 11 Wall Street New York, NY 10005 Tel: +1 212.656.3000 nyse.com June 16, 2023 Chief, Information Technology Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE MS 3040 Washington, DC 20549 To whom it may concern: The NYSE Arca certifies its approval for listing and registration of the Shares of beneficial interest, no par value per share of The

June 16, 2023 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 27, 2023, pursuant to the provisions of Rule 12d2-2 (a).

June 16, 2023 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 27, 2023, pursuant to the provisions of Rule 12d2-2 (a).

June 14, 2023 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Northern Lights Fund Trust II (Exact name of registrant as specified in its charter) Delaware See Below (State of incorporation or organization) (I.

June 6, 2023 EX-99.13 OTH CONTRCT

APPENDIX IV-36 LIST OF FUNDS SERVICES & FEES

APPENDIX IV-36 LIST OF FUNDS SERVICES & FEES This Appendix IV-36 is part of the Fund Services Agreement (the “Agreement”), dated October 19, 2021, between Northern Lights Fund Trust II (the “Trust”) and Ultimus Fund Solutions, LLC (“UFS”).

June 6, 2023 EX-99.17

PROXY CARD

VOTER PROFILE: Voter ID: Security ID: Shares to Vote: Household ID: VOTE REGISTERED TO: YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.

June 6, 2023 EX-99.14 OTH CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the references to our firm in the Post-Effective to the Registration Statement on Form N-14 of Northern Lights Fund Trust II with respect to the filing of the Prospectus and Statement of Additional Information for Hodges Fund, Hodges Small Cap Fund, Hodges Small Intrinsic Value Fund and Hodges Blue Chip Equity Income Fund, each a series of Northern Lights Fund Trust II.

June 6, 2023 EX-99.11 OPIN COUNSL

Alston&Bird llp The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 David J. Baum Direct Dial: 202-239-3346 E-mail: [email protected] June 5, 2023

Alston&Bird llp The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-756-3300 Fax:202-756-3333 www.

June 6, 2023 N-14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRE-EFFECTIVE AMENDMENT NO. ____ POST-EFFECTIVE AMENDMENT NO.____ Northern Lights Fund Trust II (Exact Name of Reg

As filed with the Securities and Exchange Commission on June 6, 2023 Registration No.

June 6, 2023 EX-99.10 12B1 PLAN

NORTHERN LIGHTS FUND TRUST II RETAIL CLASS MASTER DISTRIBUTION AND SHAREHOLDER SERVICING PLAN PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 Adopted January 26, 2023

NORTHERN LIGHTS FUND TRUST II RETAIL CLASS MASTER DISTRIBUTION AND SHAREHOLDER SERVICING PLAN PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 Adopted January 26, 2023 WHEREAS, Northern Lights Fund Trust II, a Delaware statutory trust (the "Trust"), is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company; and

June 6, 2023 EX-99.12 TAX OPINION

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 March [●], 2023 Addressees Ladies and Gentlemen: We have acted as counsel in connection with the Agreement and Plan of Reorganization (the “Agreement”) dated [], among Northern Lights Fund Trust II, a Delaware statutory trust (“New Trust”), on behalf of each segregated portfolio of assets listed under the heading “New Funds” on Schedule A attached hereto (“Schedule A”), and Professionally Managed Portfolios, a Massachusetts business trust (“Old Trust”), on behalf of each series thereof listed under the heading “Existing Funds” on Schedule A (each, an “Existing Fund”),and Hodges Capital Management, Inc.

June 6, 2023 EX-99.6 ADVSER CONTR

INVESTMENT ADVISORY AGREEMENT NORTHERN LIGHTS FUND TRUST II HODGES CAPITAL MANAGEMENT, INC.

INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST II and HODGES CAPITAL MANAGEMENT, INC.

June 6, 2023 EX-99.10 12B1 PLAN

NORTHERN LIGHTS FUND TRUST II RULE 18f-3 MULTIPLE CLASS PLAN

NORTHERN LIGHTS FUND TRUST II RULE 18f-3 MULTIPLE CLASS PLAN This Multiple Class Plan (the “Plan”) is adopted in accordance with Rule 18f-3 (the “Rule”) under the Investment Company Act of 1940, as amended (the “Act”), by Northern Lights Fund Trust II (the “Trust”) on behalf of each series of the Trust that has multiple classes of shares (each a “Fund”).

June 6, 2023 EX-99.16 PWR OF ATTY

POWER OF ATTORNEY

POWER OF ATTORNEY We, the undersigned Trustees and officers of Northern Lights Fund Trust II (the “Trust”), hereby severally constitute and appoint KEVIN WOLF AND ALLYSON STEWART and each of them singly, our true and lawful attorneys, with full power to them and each of them, to sign for us, and in our name and in the capacities indicated below, the Registration Statement on Form N-14, relating to

June 6, 2023 EX-99.13 OTH CONTRCT

NORTHERN LIGHTS FUND TRUST II OPERATING EXPENSES LIMITATION AGREEMENT

NORTHERN LIGHTS FUND TRUST II OPERATING EXPENSES LIMITATION AGREEMENT THIS OPERATING EXPENSES LIMITATION AGREEMENT (this “Agreement”) is effective as of the day of [] 2023, by and between Northern Lights Fund Trust II, a Delaware statutory trust (the “Trust”), on behalf of the series of the Trust listed on Appendix A which may be amended from time to time (each a “Fund” and, collectively, the “Funds”), and the Adviser of the Funds, Hodges Capital Management, Inc.

May 2, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a−101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a−101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant  Filed by a party other than the registrant  Check the appropriate box:  Preliminary proxy statement  Confidential, for use of

April 21, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a−101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a−101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant  Filed by a party other than the registrant  Check the appropriate box:  Preliminary proxy statement  Confidential, for use of

April 17, 2023 CERT

NYSE ARCA CERTIFICATION

New York Stock Exchange 11 Wall Street New York, NY 10005 Tel: +1 212.656.3000 nyse.com April 17, 2023 Chief, Information Technology Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE MS 3040 Washington, DC 20549 To whom it may concern: The NYSE Arca certifies its approval for listing and registration of the following series of Northern Lights Fund Trust II, under th

April 13, 2023 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Northern Lights Fund Trust II (Exact name of registrant as specified in its charter) Delaware See Below (State of incorporation or organization) (I.

April 13, 2023 CORRESP

Northern Lights Fund Trust II 225 Pictoria Drive, Suite 450 Cincinnati, OH 45246

Northern Lights Fund Trust II 225 Pictoria Drive, Suite 450 Cincinnati, OH 45246 April 13, 2023 VIA E-mail and EDGAR U.

April 11, 2023 CORRESP

ALSTON&BIRD The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333

CORRESP 1 filename1.htm ALSTON&BIRD The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 David J. Baum Direct Dial: 202-239-3346 Email: [email protected] April 10, 2023 VIA E-mail and EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Asen Parachkevov, Esq. Jaea Hahn, Esq. Re: Northern Lights Fund Tr

March 31, 2023 NPORT-EX

$ 1,443,274,091

NPORT-EX 2 invenomicfundnportex.htm INVENOMIC NPORT EX INVENOMIC FUND SCHEDULE OF INVESTMENTS (Unaudited) January 31, 2023 Shares Fair Value COMMON STOCKS — 109.4% ADVERTISING & MARKETING - 0.0%(a) 4,406 Tenerity, Inc.(b),(d) $ – APPAREL & TEXTILE PRODUCTS - 4.4% 3,361,610 Dr. Martens PLC 6,431,800 2,645,846 Hanesbrands, Inc.(c),(e) 22,330,941 917,130 Levi Strauss & Company, Class A(c),(e) 16,875,

March 31, 2023 CORRESP

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 David J.

March 31, 2023 CORRESP

Alston&Bird llp The Atlantic Building 950 F. Street, N.W. Washington, DC 20004-2601 Fax: 202-239-3333

Alston&Bird llp The Atlantic Building 950 F. Street, N.W. Washington, DC 20004-2601 202-239-3300 Fax: 202-239-3333 www.alston.com David J. Baum Direct Dial: 202-239-3346 E-mail: [email protected] March 31, 2023 VIA EDGAR Filing Desk U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-2521 Re: Northern Lights Fund Trust II (File Nos. 333-174926; 811-22549): Post-Effect

March 13, 2023 N-14/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ý PRE-EFFECTIVE AMENDMENT NO. 1 POST-EFFECTIVE AMENDMENT NO.____ Northern Lights Fund Trust II (Exact Name of Regi

As filed with the Securities and Exchange Commission on March 13, 2023 Registration No.

March 13, 2023 EX-99.11 OPIN COUNSL

Consent of Alston & Bird LLP

CONSENT OF ALSTON & BIRD, LLP, COUNSEL FOR THE REGISTRANT We hereby consent to the use of our name and the references to our firm under the caption “Legal Counsel” included in or made a part of Pre-Effective Amendment #1 to the Registration Statement on Form N-14 of Northern Lights Fund Trust II under the Securities Act of 1933, as amended.

March 13, 2023 EX-99.14 OTH CONSENT

Consent of Cohen & Company, Ltd

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 of our report dated March 24, 2022, relating to the financial statements and financial highlights of Walthausen Small Cap Value Fund, a series of Walthausen Funds, for the year ended January 31, 2022, and to the references to our firm under the headings “Questions and Answers” in the Notice of Special Meeting of Shareholders and “Other Service Providers” in the Combined Prospectus/Proxy Statement.

March 13, 2023 EX-99.14 OTH CONSENT

Consent of RSM US LLP

Consent of Independent Registered Public Accounting Firm We consent to the references to our firm in this Pre-Effective Amendment No.

January 26, 2023 NPORT-EX

$ 95,295,589

WOA ALL ASSET SCHEDULE OF INVESTMENTS (Unaudited) November 30, 2022 Shares Fair Value EXCHANGE-TRADED FUNDS — 99.

January 23, 2023 EX-11

Opinion and Consent of Alston & Bird LLP Regarding Legality of Shares to be Issued

Alston&Bird llp The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-756-3300 Fax:202-756-3333 www.

January 23, 2023 EX-14.A

(a) Consent of RSM US LLP.1

Consent of Independent Registered Public Accounting Firm We consent to the references to our firm in this Registration Statement on Form N-14 of North Star Small Cap Value Fund, a separate series of Northern Lights Fund Trust II, under the captions “Questions and Answers,” “Other Service Providers” and “Walthausen Board Considerations” in the Combined Proxy Statement and Prospectus and “Independent Registered Public Accounting Firm” and “Portfolio Holdings Information” in the Statement of Additional Information in such Registration Statement.

January 23, 2023 EX-16

Powers of Attorney of the Trustees of the Registrant

POWER OF ATTORNEY We, the undersigned Trustees and officers of Northern Lights Fund Trust II (the “Trust”), hereby severally constitute and appoint KEVIN WOLF AND ERIC KANE and each of them singly, our true and lawful attorneys, with full power to them and each of them, to sign for us, and in our name and in the capacities indicated below, the Registration Statement on Form N-14, relating to the p

January 23, 2023 EX-17

Form of Proxy Card

January 23, 2023 N-14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRE-EFFECTIVE AMENDMENT NO. ____ POST-EFFECTIVE AMENDMENT NO.____ Northern Lights Fund Trust II (Exact Name of Reg

As filed with the Securities and Exchange Commission on January 23, 2023 Registration No.

January 23, 2023 EX-99.6B

(b) Form of Investment Advisory Agreement between the Walthausen Funds and North Star Investment Management Corp., with respect to the Walthausen Small Cap Value Fund.1

INVESTMENT ADVISORY AGREEMENT Between WALTHAUSEN FUNDS and NORTH STAR INVESTMENT MANAGEMENT CORPORATION AGREEMENT, made as of , 2023, between Walthausen Funds, an Ohio business trust (the "Trust"), and North Star Investment Management Corporation, an Illinois corporation (the "Adviser"), located at 20 N.

January 23, 2023 EX-99.6D

Amended Appendix A to the Investment Advisory Agreement between the Registrant and North Star Investment Management Corp., with respect to the North Star Small Cap Value Fund

NORTHERN LIGHTS FUND TRUST II INVESTMENT ADVISORY AGREEMENT APPENDIX A NAME OF FUND ANNUAL ADVISORY FEE AS A % OF AVERAGE NET ASSETS OF THE FUND North Star Opportunity Fund North Star Dividend Fund North Star Micro Cap Fund North Star Bond Fund North Star Small Cap Value Fund 1.

January 23, 2023 EX-13.C

(c) Form of Fund Services Agreement between the Registrant and Ultimus Fund Solutions, LLC, on behalf of North Star Small Cap Value Fund.1

APPENDIX IV-7 LIST OF FUNDS SERVICES & FEES This Appendix IV-7 is part of the Fund Services Agreement between Northern Lights Fund Trust II and Ultimus Fund Solutions, LLC.

January 23, 2023 EX-13.A

(a) Form of Appendix A Expense Limitation Agreement between the Registrant and North Star Investment Management Corp. with respect to the North Star Small Cap Value Fund.1

Appendix A to the Operating Expenses and Services Agreement Fund Operating Expense Limit Expiration Date North Star Opportunity Fund Class A Class I Class R North Star Dividend Fund Class A Class R Class I North Star Value Fund Class A Class R Class I North Star Small Cap Value Fund Institutional Class Investor Class 1.

January 23, 2023 EX-12

Form of Opinion of Thompson Hine on Tax Matters1

Form of Tax Opinion , 2023 Northern Lights Fund Trust II 225 Pictoria Drive, Suite 450 Cincinnati, Ohio 45246 Walthausen Funds 2691 Route 9, Suite 102 Mata, NY 12020 Re: AGREEMENT AND PLAN OF REORGANIZATION AND Termination, DATED AS OF , 2023 (THE “AGREEMENT”), AMONG Northern Lights FUND TRUST II (“Acquiring Trust”) on behalf of ITS SERIES, North Star Small Cap Value Fund (THE “Acquiring fund”), Walthausen Funds (“Selling TRUST”) on behalf of ITS SERIES, Walthausen Small Cap Value Fund (THE “Selling FUND”), AND, SOLELY FOR PURPOSES OF Sections 1.

January 23, 2023 EX-14.B

(b) Consent of Cohen & Company, Ltd.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 of our report dated March 24, 2022, relating to the financial statements and financial highlights of Walthausen Small Cap Value Fund, a series of Walthausen Funds, for the year ended January 31, 2022, and to the references to our firm under the headings “Questions and Answers” in the Notice of Special Meeting of Shareholders and “Other Service Providers” in the Combined Prospectus/Proxy Statement.

January 23, 2023 EX-99.6A

(a) Interim Investment Advisory Agreement between the Walthausen Funds and North Star Investment Management Corp., with respect to the Walthausen Small Cap Value Fund.1

INTERIM INVESTMENT ADVISORY AGREEMENT Between WALTHAUSEN FUNDS and NORTH STAR INVESTMENT MANAGEMENT CORPORATION AGREEMENT, made as of December 15, 2022, between Walthausen Funds, an Ohio business trust (the "Trust"), and North Star Investment Management Corporation, an Illinois corporation (the "Adviser"), located at 20 N.

January 23, 2023 EX-10.A

(a) Investor Class Master Distribution and Shareholder Services Plan Pursuant to Rule 12b-11

NORTHERN LIGHTS FUND TRUST II INVESTOR CLASS MASTER DISTRIBUTION AND SHAREHOLDER SERVICING PLAN PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 Adopted January 22, 2013 WHEREAS, Northern Lights Fund Trust II, a Delaware statutory trust (the "Trust"), is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company; an

January 23, 2023 EX-10.B

(b) Rule 18f-3 Plan, as amended December 22, 2022.1

NORTHERN LIGHTS FUND TRUST II RULE 18f-3 MULTIPLE CLASS PLAN This Multiple Class Plan (the “Plan”) is adopted in accordance with Rule 18f-3 (the “Rule”) under the Investment Company Act of 1940, as amended (the “Act”), by Northern Lights Fund Trust II (the “Trust”) on behalf of each series of the Trust that has multiple classes of shares (each a “Fund”).

January 10, 2023 NPORT-EX

$ 1,076,633

LIFEGOAL HOME DOWN PAYMENT INVESTMENT ETF SCHEDULE OF INVESTMENTS (Unaudited) November 30, 2022 Shares Fair Value COMMON STOCKS — 13.

January 10, 2023 NPORT-EX

$ 1,076,633

NPORT-EX 2 lifegoalnport.htm LIFEGOAL NQ 11.30.22 LIFEGOAL HOME DOWN PAYMENT INVESTMENT ETF SCHEDULE OF INVESTMENTS (Unaudited) November 30, 2022 Shares Fair Value COMMON STOCKS — 13.3% ASSET MANAGEMENT - 0.7% 85 Blackstone, Inc. $ 7,780 CHEMICALS - 0.5% 20 Sherwin-Williams Company 4,984 CONSTRUCTION MATERIALS - 0.8% 95 Owens Corning 8,440 ELECTRICAL EQUIPMENT - 0.3% 85 Carrier Global Corporation

January 10, 2023 NPORT-EX

$ 1,076,633

NPORT-EX 2 lifegoalnport.htm LIFEGOAL NQ 11.30.22 LIFEGOAL HOME DOWN PAYMENT INVESTMENT ETF SCHEDULE OF INVESTMENTS (Unaudited) November 30, 2022 Shares Fair Value COMMON STOCKS — 13.3% ASSET MANAGEMENT - 0.7% 85 Blackstone, Inc. $ 7,780 CHEMICALS - 0.5% 20 Sherwin-Williams Company 4,984 CONSTRUCTION MATERIALS - 0.8% 95 Owens Corning 8,440 ELECTRICAL EQUIPMENT - 0.3% 85 Carrier Global Corporation

January 5, 2023 AW

Northern Lights Fund Trust II 225 Pictoria Drive, Suite 450 Cincinnati, OH 45246

Northern Lights Fund Trust II 225 Pictoria Drive, Suite 450 Cincinnati, OH 45246 January 5, 2023 Filing Desk U.

December 22, 2022 CERT

CBOE BZX CERTIFICATION

8050 Marshall Drive, Suite 120 › Lenexa, KS 66214 › cboe.com By Electronic Mail December 22, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 RE: Northern Lights Fund Trust II Issuer CIK: 0001518042 Issuer File Number: 333-174926 / 811-22549 Form Type: 8-A12B Filing Date: December 22, 2022 To Whom It May Concern: Please be advised

December 20, 2022 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Northern Lights Fund Trust II (Exact name of registrant as specified in its charter) Delaware See Below (State of incorporation or organization) (I.

December 19, 2022 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

OMB APPROVAL OMB Number: 3235-0080 Expires: May 31, 2024 Estimated average burden hours per response: 1.

November 29, 2022 NPORT-EX

AL FRANK FUND

AL FRANK FUND SCHEDULE OF INVESTMENTS (Unaudited) September 30, 2022 Shares Fair Value COMMON STOCKS — 96.

November 29, 2022 NPORT-EX

$ 90,955,974

DYNAMIC INTERNATIONAL OPPORTUNITY FUND SCHEDULE OF INVESTMENTS (Unaudited) September 30, 2022 Shares Fair Value EXCHANGE-TRADED FUNDS — 50.

November 29, 2022 NPORT-EX

$ 12,785,831

ACCLIVITY SMALL CAP VALUE FUND SCHEDULE OF INVESTMENTS September 30, 2022 (Unaudited) Shares Value COMMON STOCKS — 98.

November 29, 2022 NPORT-EX

$ 420,843

ACCLIVITY MID CAP MULTI-STYLE FUND SCHEDULE OF INVESTMENTS September 30, 2022 (Unaudited) Shares Value COMMON STOCKS — 96.

November 29, 2022 NPORT-EX

$ 90,955,974

DYNAMIC INTERNATIONAL OPPORTUNITY FUND SCHEDULE OF INVESTMENTS (Unaudited) September 30, 2022 Shares Fair Value EXCHANGE-TRADED FUNDS — 50.

November 1, 2022 CORRESP

NORTHERN LIGHTS FUND TRUST I, II, III, IV and Northern Lights Variable Trust

CORRESP 1 filename1.htm NORTHERN LIGHTS FUND TRUST I, II, III, IV and Northern Lights Variable Trust James Colantino Treasurer Direct Telephone: (631) 470-2603 Fax: (631) 470-2701 E-mail: [email protected] October 10, 2022 VIA EDGAR (Correspondence Filing) U.S. Securities and Exchange Commission Division of Investment Management – Office of the Chief Accountant 100 F Street, NE W

October 31, 2022 NPORT-EX

AMBERWAVE INVEST USA JSG FUND

AMBERWAVE INVEST USA JSG FUND SCHEDULE OF INVESTMENTS (Unaudited) August 31, 2022 Shares Fair Value COMMON STOCKS — 98.

October 28, 2022 NPORT-EX

$ 106,229,205

LONGBOARD ALTERNATIVE GROWTH FUND SCHEDULE OF INVESTMENTS (Unaudited) August 31, 2022 Principal Amount ($) Coupon Rate (%) Maturity Fair Value U.

October 28, 2022 NPORT-EX

THE FUTURE FUND ACTIVE ETF

THE FUTURE FUND ACTIVE ETF SCHEDULE OF INVESTMENTS (Unaudited) August 31, 2022 Shares Fair Value COMMON STOCKS — 99.

October 28, 2022 NPORT-EX

FORMULAFOLIOS US EQUITY FUND

FORMULAFOLIOS US EQUITY FUND SCHEDULE OF INVESTMENTS (Unaudited) August 31, 2022 Shares Fair Value COMMON STOCKS — 95.

October 28, 2022 NPORT-EX

$ 14,931,258

LONGBOARD MANAGED FUTURES STRATEGY CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited) August 31, 2022 Principal Amount ($) Coupon Rate (%) Maturity Fair Value U.

October 26, 2022 NPORT-EX

$ 33,578,129

ESSENTIAL 40 STOCK FUND SCHEDULE OF INVESTMENTS (Unaudited) August 31, 2022 Shares Fair Value COMMON STOCKS — 99.

October 25, 2022 NPORT-EX

$ 141,042,043

NORTH STAR OPPORTUNITY FUND SCHEDULE OF INVESTMENTS (Unaudited) August 31, 2022 Shares Fair Value COMMON STOCKS — 76.

October 25, 2022 NPORT-EX

$ 141,042,043

NORTH STAR OPPORTUNITY FUND SCHEDULE OF INVESTMENTS (Unaudited) August 31, 2022 Shares Fair Value COMMON STOCKS — 76.

October 25, 2022 NPORT-EX

$ 141,042,043

NORTH STAR OPPORTUNITY FUND SCHEDULE OF INVESTMENTS (Unaudited) August 31, 2022 Shares Fair Value COMMON STOCKS — 76.

October 25, 2022 NPORT-EX

$ 141,042,043

NORTH STAR OPPORTUNITY FUND SCHEDULE OF INVESTMENTS (Unaudited) August 31, 2022 Shares Fair Value COMMON STOCKS — 76.

September 28, 2022 NPORT-EX

$ 1,134,438,697

INVENOMIC FUND SCHEDULE OF INVESTMENTS (Unaudited) July 31, 2022 Shares Fair Value COMMON STOCKS — 115.

July 28, 2022 NPORT-EX

$ 127,681,000

WOA ALL ASSET SCHEDULE OF INVESTMENTS (Unaudited) May 31, 2022 Shares Fair Value EXCHANGE-TRADED FUNDS — 88.

July 8, 2022 NPORT-EX

$ 1,581,884

LIFEGOAL HOME DOWN PAYMENT INVESTMENT ETF SCHEDULE OF INVESTMENTS (Unaudited) May 31, 2022 Shares Fair Value COMMON STOCKS — 10.

July 8, 2022 NPORT-EX

$ 1,581,884

LIFEGOAL HOME DOWN PAYMENT INVESTMENT ETF SCHEDULE OF INVESTMENTS (Unaudited) May 31, 2022 Shares Fair Value COMMON STOCKS — 10.

July 8, 2022 NPORT-EX

$ 1,581,884

LIFEGOAL HOME DOWN PAYMENT INVESTMENT ETF SCHEDULE OF INVESTMENTS (Unaudited) May 31, 2022 Shares Fair Value COMMON STOCKS — 10.

June 29, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a−101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a?101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ? Filed by a party other than the registrant ? Check the appropriate box: ? Preliminary proxy statement ? Confidential, for use of

May 25, 2022 NPORT-EX

$ 337,527

ACCLIVITY MID CAP MULTI-STYLE FUND SCHEDULE OF INVESTMENTS March 31, 2022 (Unaudited) Shares Value COMMON STOCKS — 95.

May 25, 2022 NPORT-EX

$ 105,423,845

DYNAMIC INTERNATIONAL OPPORTUNITY FUND SCHEDULE OF INVESTMENTS (Unaudited) March 31, 2022 Shares Fair Value EXCHANGE-TRADED FUNDS — 55.

May 25, 2022 NPORT-EX

$ 77,795,136

AL FRANK FUND SCHEDULE OF INVESTMENTS (Unaudited) March 31, 2022 Shares Fair Value COMMON STOCKS — 98.

May 25, 2022 NPORT-EX

$ 337,527

ACCLIVITY MID CAP MULTI-STYLE FUND SCHEDULE OF INVESTMENTS March 31, 2022 (Unaudited) Shares Value COMMON STOCKS — 95.

May 25, 2022 NPORT-EX

$ 105,423,845

DYNAMIC INTERNATIONAL OPPORTUNITY FUND SCHEDULE OF INVESTMENTS (Unaudited) March 31, 2022 Shares Fair Value EXCHANGE-TRADED FUNDS — 55.

May 20, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a−101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 def14awoa.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a−101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant  Filed by a party other than the registrant  Check the appropriate box:  Preliminary proxy stat

May 19, 2022 CORRESP

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 David J.

May 6, 2022 CORRESP

Alston&Bird llp The Atlantic Building 950 F. Street, N.W. Washington, DC 20004-2601 Fax: 202-239-3333

Alston&Bird llp The Atlantic Building 950 F. Street, N.W. Washington, DC 20004-2601 202-239-3300 Fax: 202-239-3333 www.alston.com David J. Baum Direct Dial: 202-239-3346 E-mail: [email protected] May 6, 2022 VIA EDGAR Filing Desk U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-2521 Re: Northern Lights Fund Trust II (File Nos. 333-174926; 811-22549): Preliminary Pr

May 6, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a−101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a?101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ? Filed by a party other than the registrant ? Check the appropriate box: ? Preliminary proxy statement ? Confidential, for use of

April 28, 2022 NPORT-EX

$ 104,617,484

FORMULAFOLIOS US EQUITY FUND SCHEDULE OF INVESTMENTS (Unaudited) February 28, 2022 Shares Fair Value COMMON STOCKS — 96.

April 28, 2022 NPORT-EX

$ 12,632,778

THE FUTURE FUND ACTIVE ETF SCHEDULE OF INVESTMENTS (Unaudited) February 28, 2022 Shares Fair Value COMMON STOCKS — 100.

April 28, 2022 NPORT-EX

INSTITUTIONAL FINANCIAL SERVICES

babys NORTH STAR BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) February 28, 2022 Shares Fair Value PREFERRED STOCKS — 8.

April 28, 2022 NPORT-EX

INSTITUTIONAL FINANCIAL SERVICES

babys NORTH STAR BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) February 28, 2022 Shares Fair Value PREFERRED STOCKS — 8.

April 28, 2022 NPORT-EX

$ 36,304,873

LONGBOARD MANAGED FUTURES STRATEGY CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited) February 28, 2022 Principal Amount ($) Coupon Rate (%) Maturity Fair Value U.

April 28, 2022 NPORT-EX

INSTITUTIONAL FINANCIAL SERVICES

babys NORTH STAR BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) February 28, 2022 Shares Fair Value PREFERRED STOCKS — 8.

April 28, 2022 NPORT-EX

INSTITUTIONAL FINANCIAL SERVICES

babys NORTH STAR BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) February 28, 2022 Shares Fair Value PREFERRED STOCKS — 8.

April 28, 2022 NPORT-EX

$ 36,304,873

LONGBOARD MANAGED FUTURES STRATEGY CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited) February 28, 2022 Principal Amount ($) Coupon Rate (%) Maturity Fair Value U.

April 25, 2022 NPORT-EX

$ 33,582,810

ESSENTIAL 40 STOCK FUND SCHEDULE OF INVESTMENTS (Unaudited) February 28, 2022 Shares Fair Value COMMON STOCKS — 100.

April 25, 2022 NPORT-EX

$ 870,359

AMBERWAVE INVEST USA JSG FUND SCHEDULE OF INVESTMENTS (Unaudited) February 28, 2022 Shares Fair Value COMMON STOCKS — 98.

April 21, 2022 NPORT-EX

$ 8,625,162

CERTEZA CONVEX CORE FUND SCHEDULE OF INVESTMENTS (Unaudited) February 28, 2022 Shares Fair Value EXCHANGE-TRADED FUNDS — 69.

March 31, 2022 NPORT-EX

$ 533,364,757

INVENOMIC FUND SCHEDULE OF INVESTMENTS (Unaudited) January 31, 2022 Shares Fair Value CLOSED END FUNDS — 0.

February 15, 2022 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on February 28, 2022, pursuant to the provisions of Rule 12d2-2 (a).

February 15, 2022 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on February 28, 2022, pursuant to the provisions of Rule 12d2-2 (a).

January 31, 2022 NPORT-EX

$ 156,412,919

WOA ALL ASSET SCHEDULE OF INVESTMENTS (Unaudited) November 30, 2021 Shares Value EXCHANGE-TRADED FUNDS — 81.

January 31, 2022 NPORT-EX

$ 730,339

LIFEGOAL HOME DOWN PAYMENT INVESTMENT ETF SCHEDULE OF INVESTMENTS (Unaudited) November 30, 2021 Shares Fair Value COMMON STOCKS — 10.

January 31, 2022 NPORT-EX

$ 730,339

LIFEGOAL HOME DOWN PAYMENT INVESTMENT ETF SCHEDULE OF INVESTMENTS (Unaudited) November 30, 2021 Shares Fair Value COMMON STOCKS — 10.

January 31, 2022 NPORT-EX

$ 730,339

LIFEGOAL HOME DOWN PAYMENT INVESTMENT ETF SCHEDULE OF INVESTMENTS (Unaudited) November 30, 2021 Shares Fair Value COMMON STOCKS — 10.

January 31, 2022 NPORT-EX

$ 730,339

LIFEGOAL HOME DOWN PAYMENT INVESTMENT ETF SCHEDULE OF INVESTMENTS (Unaudited) November 30, 2021 Shares Fair Value COMMON STOCKS — 10.

January 31, 2022 NPORT-EX

$ 730,339

LIFEGOAL HOME DOWN PAYMENT INVESTMENT ETF SCHEDULE OF INVESTMENTS (Unaudited) November 30, 2021 Shares Fair Value COMMON STOCKS — 10.

January 19, 2022 CORRESP

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 David J.

January 18, 2022 CERT

NYSE ARCA CERTIFICATION

December 28, 2021 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

8-A12B 1 amberwave8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Northern Lights Fund Trust II (Exact name of registrant as specified in its charter) Delaware See Below (State of incorporation or organization) (I.R.S. Employer

December 13, 2021 CORRESP

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 David J.

November 30, 2021 CORRESP

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 David J.

November 22, 2021 NPORT-EX

First American Treasury Obligations Fund, Class X, 0.01%

ACCLIVITY MID CAP MULTI-STYLE FUND SCHEDULE OF INVESTMENTS September 30, 2021 (Unaudited) Shares Value COMMON STOCKS — 96.

November 22, 2021 8-A12B/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Northern Lights Fund Trust II (Exact name of registrant as specified in its charter) Delaware See Below (State of incorporation or organization) (I.

November 22, 2021 NPORT-EX

$ 1,118,600

AL FRANK FUND SCHEDULE OF INVESTMENTS (Unaudited) September 30, 2021 Shares Fair Value COMMON STOCKS — 97.

November 22, 2021 NPORT-EX

$ 115,713,551

DYNAMIC INTERNATIONAL OPPORTUNITY FUND SCHEDULE OF INVESTMENTS (Unaudited) September 30, 2021 Shares Fair Value EXCHANGE-TRADED FUNDS — 74.

November 22, 2021 NPORT-EX

$ 115,713,551

DYNAMIC INTERNATIONAL OPPORTUNITY FUND SCHEDULE OF INVESTMENTS (Unaudited) September 30, 2021 Shares Fair Value EXCHANGE-TRADED FUNDS — 74.

November 22, 2021 NPORT-EX

First American Treasury Obligations Fund, Class X, 0.01%

ACCLIVITY MID CAP MULTI-STYLE FUND SCHEDULE OF INVESTMENTS September 30, 2021 (Unaudited) Shares Value COMMON STOCKS — 96.

November 2, 2021 8-A12B/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

8-A12B/A 1 lifegoal8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Northern Lights Fund Trust II (Exact name of registrant as specified in its charter) Delaware See Below (State of incorporation or organization) (I.R.S. Employer

October 29, 2021 NPORT-EX

$ 2,798,403

CERTEZA CONVEX CORE FUND SCHEDULE OF INVESTMENTS (Unaudited) August 31, 2021 Shares Fair Value EXCHANGE-TRADED FUNDS — 72.

October 29, 2021 NPORT-EX

$ 2,557,924

FORMULAFOLIOS US EQUITY FUND SCHEDULE OF INVESTMENTS (Unaudited) August 31, 2021 Shares Fair Value COMMON STOCKS — 95.

October 28, 2021 NPORT-EX

$ 1,355,280

NORTH STAR OPPORTUNITY FUND SCHEDULE OF INVESTMENTS (Unaudited) August 31, 2021 Shares Fair Value COMMON STOCKS — 78.

October 28, 2021 NPORT-EX

$ 1,355,280

NORTH STAR OPPORTUNITY FUND SCHEDULE OF INVESTMENTS (Unaudited) August 31, 2021 Shares Fair Value COMMON STOCKS — 78.

October 28, 2021 NPORT-EX

Longboard Alternative Growth Fund

Longboard Alternative Growth Fund PORTFOLIO OF INVESTMENTS (Unaudited) August 31, 2021 Interest Maturity Principal ($) Rate ^ Date Fair Value SHORT-TERM INVESTMENT - 41.

October 28, 2021 NPORT-EX

$ 39,142,338

LONGBOARD MANAGED FUTURES STRATEGY CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited) August 31, 2021 Principal Amount ($) Coupon Rate (%) Maturity Fair Value U.

October 28, 2021 NPORT-EX

$ 1,355,280

NORTH STAR OPPORTUNITY FUND SCHEDULE OF INVESTMENTS (Unaudited) August 31, 2021 Shares Fair Value COMMON STOCKS — 78.

October 28, 2021 NPORT-EX

$ 141,288

THE FUTURE FUND ACTIVE ETF SCHEDULE OF INVESTMENTS (Unaudited) August 31, 2021 Shares Fair Value COMMON STOCKS — 98.

October 28, 2021 NPORT-EX

$ 1,355,280

NORTH STAR OPPORTUNITY FUND SCHEDULE OF INVESTMENTS (Unaudited) August 31, 2021 Shares Fair Value COMMON STOCKS — 78.

October 25, 2021 CORRESP

Alston&Bird llp The Atlantic Building 950 F. Street, N.W. Washington, DC 20004-2601 Fax: 202-239-3333

Alston&Bird llp The Atlantic Building 950 F. Street, N.W. Washington, DC 20004-2601 202-239-3300 Fax: 202-239-3333 www.alston.com David J. Baum Direct Dial: 202-239-3346 E-mail: [email protected] October 25, 2021 VIA EDGAR Filing Desk U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-2521 Re: Northern Lights Fund Trust II (File Nos. 333-174926; 811-22549): Post-Effe

October 19, 2021 NPORT-EX

$ 36,591,824

ESSENTIAL 40 STOCK FUND SCHEDULE OF INVESTMENTS (Unaudited) August 31, 2021 Shares Fair Value COMMON STOCKS — 99.

September 28, 2021 NPORT-EX

$ 1,348,023

INVENOMIC FUND SCHEDULE OF INVESTMENTS (Unaudited) July 31, 2021 Shares Fair Value CLOSED END FUNDS — 0.

September 24, 2021 CORRESP

Alston&Bird llp The Atlantic Building 950 F. Street, N.W. Washington, DC 20004-2601 Fax: 202-239-3333

Alston&Bird llp The Atlantic Building 950 F. Street, N.W. Washington, DC 20004-2601 202-239-3300 Fax: 202-239-3333 www.alston.com David J. Baum Direct Dial: 202-239-3346 E-mail: [email protected] September 24, 2021 VIA EDGAR Filing Desk U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-2521 Re: Northern Lights Fund Trust II (File Nos. 333-174926; 811-22549): Post-Ef

September 8, 2021 CERT

NYSE ARCA CERTIFICATION

New York Stock Exchange 11 Wall Street New York, NY 10005 September 8, 2021 Chief, Information Technology Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE MS 3040 Washington, DC 20549 To whom it may concern: The NYSE Arca certifies its approval for listing and registration of the following series of Northern Lights Fund Trust II, under the Exchange Act of 1934:  L

August 23, 2021 CERT

NYSE ARCA CERTIFICATION

August 10, 2021 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Northern Lights Fund Trust II (Exact name of registrant as specified in its charter) Delaware See Below (State of incorporation or organization) (I.

July 29, 2021 NPORT-EX

$ 624,190

WOA ALL ASSET SCHEDULE OF INVESTMENTS (Unaudited) May 31, 2021 Shares Value EXCHANGE-TRADED FUNDS — 92.

July 26, 2021 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Northern Lights Fund Trust II (Exact name of registrant as specified in its charter) Delaware See Below (State of incorporation or organization) (I.

July 13, 2021 CORRESP

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 David J.

July 13, 2021 CORRESP

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 David J.

July 7, 2021 CORRESP

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 David J.

June 11, 2021 CORRESP

The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333

CORRESP 1 filename1.htm The Atlantic Building 950 F Street, NW Washington, DC 20004-1404 202-239-3300 | Fax: 202-239-3333 David J. Baum Direct Dial: 202-239-3346 Email: [email protected] June 11, 2021 VIA E-mail and EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Alberto Zapata, Esq. Re: Northern Lights Fund Trust II (the “Trust” or “Registr

May 28, 2021 NPORT-EX

The Dynamic Funds PORTFOLIO OF INVESTMENTS (Unaudited) (Continued) March 31, 2021

DYNAMIC INTERNATIONAL OPPORTUNITY FUND SCHEDULE OF INVESTMENTS (Unaudited) March 31, 2021 Shares Fair Value EXCHANGE-TRADED FUNDS — 63.

May 28, 2021 NPORT-EX

The Dynamic Funds PORTFOLIO OF INVESTMENTS (Unaudited) (Continued) March 31, 2021

DYNAMIC INTERNATIONAL OPPORTUNITY FUND SCHEDULE OF INVESTMENTS (Unaudited) March 31, 2021 Shares Fair Value EXCHANGE-TRADED FUNDS — 63.

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