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: david.baum@alston.com |
May 19, 2022
VIA E-mail and EDGAR
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attn: Jaea F. Hahn
| Re: |
Northern Lights Fund Trust II (the “Trust” or “Registrant”) Preliminary Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934, filed on May 6, 2022 File Numbers 333-174926; 811-22549 |
Ladies and Gentlemen:
This letter is in response to the comments provided by the staff of the U.S. Securities and Exchange Commission (the “Staff”) via telephone on May 17, 2022 (the “Comments”), relating to the Preliminary Proxy Statement on Schedule 14A filed on May 6, 2022, regarding WOA All Asset I (the “Fund”), a series of the Trust. A revised proxy statement reflecting these changes will be filed subsequent to this correspondence. Capitalized terms used and not defined herein have the meanings given to them in the Preliminary Proxy Statement.
General Comments
Comment #1
The Staff requests the following:
| A. | Please respond to all comments in writing, addressed to Ms. Hahn and filed as correspondence on EDGAR prior to effectiveness of the filing. |
| B. | Please remove all brackets and fill in all blanks. |
Alston & Bird LLP www.alston.com
Atlanta | Beijing | Brussels | Charlotte | Dallas | Los Angeles | New York | Research Triangle | San Francisco | Silicon Valley | Washington, D.C.
May 19, 2022
Page 2
| C. | We remind you that the Registrant and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. |
| D. | When a comment applies to disclosure that appears elsewhere in the proxy statement please make corresponding changes in each place such disclosure appears. |
Response #1
The Registrant acknowledges the comments and will make any necessary conforming changes as requested.
Notice of Special Meeting of Shareholders
Comment #2
Please correct the reference in Proposal 1 by replacing “Eaton Vance WaterOak Advisors” with “Pathstone Family Office.”
Response #2
The Registrant has made the requested change.
Q&A
Comment #3
In the Q&A section addressing “How will the Transaction potentially benefit the Fund?”, please provide support for the statement “Pathstone’s history of successful growth”.
Response #3
In response to the comment, the Registrant has modified the sentence in question as follows:
Additionally, Pathstone’s history
of successful growth, including its past acquisitions of other investment advisers, suggests the likelihood
possibility of a continued expansion of the investment management capabilities it provides to its clients, including the
Fund.
Supplementally, the Registrant notes Pathstone’s acquisition of Cornerstone Advisors in 2020, including its assumption of the management of Cornerstone Advisors’ two mutual funds – the Cornerstone Global Public Equity Fund and the Cornerstone Advisors Core Plus Bond Fund. While these two funds have since liquidated, this acquisition, by way of example, expanded Pathstone’s investment management capabilities as Cornerstone’s investment personnel, including those involved in the management of those funds, became employees of Pathstone.
May 19, 2022
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Proxy Statement – Summary of the Proposal
Expense Limitation Agreement
Comment #4
Please supplementally confirm that the new adviser, Pathstone Family Office, cannot recoup fees waived by the previous adviser, Eaton Vance WaterOak Advisors.
Response #4
The Registrant confirms that there are no outstanding waivers subject to recoupment.
Proxy Card
Comment #5
Please provide a draft of the proxy card filed on EDGAR for review.
Response #5
A proxy card is included as Exhibit A for review and will be filed with the definitive proxy statement.
***
If you have any further questions, comments or informational requests relating to this matter, please do not hesitate to contact me at (202) 239-3346.
Sincerely,
/s/ David J. Baum
David J. Baum
May 19, 2022
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EXHIBIT A