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

Check the appropriate box:

NORTHERN LIGHTS FUND TRUST II

(Exact Name of Registrant as Specified in Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

(1)                Amount Previously Paid:

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NORTHERN LIGHTS FUND TRUST II

GGM MACRO ALIGNMENT ETF

(the “Fund”)

March 31, 2025

Dear Shareholders:

The enclosed Proxy Statement discusses two proposals to be voted upon by Shareholders (the “Shareholders”) of the above-named Fund, a series of Northern Lights Fund Trust II (the “Trust”), at a special meeting of Shareholders to be held at the offices of Ultimus Fund Solutions, LLC, 80 Arkay Drive, Suite 110, Hauppauge, NY 11788 on May 14, 2025, at 11:00 am (Eastern Time). Please review the Proxy Statement and cast your vote on the proposals. After considering the proposals, the Board of Trustees of the Trust (the “Board” or the “Trustees”) has unanimously approved the proposals. The Board recommends that Shareholders vote FOR the proposals.

Grant/GrossMendelsohn, LLC, doing business as GGM Wealth Advisors (“GGM” or the “Adviser”) served as the Fund’s investment adviser pursuant to an investment advisory agreement (the “GGM Advisory Agreement”) until March 21, 2025. As the Fund’s investment adviser, the Adviser is responsible for the Fund’s overall investment strategy and its implementation.

At a meeting of the Board of Trustees (the “Board”) of the Trust held on January 21, 2025, Grant/GrossMendelsohn, LLC, doing business as GGM Wealth Advisors (“GGM” or the “Former Adviser”), the Fund’s former investment adviser, advised the Board that it expected to enter into an agreement whereby it would be acquired by Waverly Advisors, LLC (“Waverly” or the “New Adviser”), an SEC registered investment adviser (the “Transaction”). On January 29, 2025, GGM entered into an asset purchase agreement with Waverly and on March 21, 2025 (the “Closing Date”), the Transaction closed. Accordingly, as of the Closing Date, Waverly was appointed as investment adviser to the Fund pursuant to an interim advisory agreement between the Trust, on behalf of the Fund, and Waverly (the “Interim Advisory Agreement”) as discussed below.

Under the Transaction, GGM sold substantially all of its assets, and assigned substantially all of its contractual responsibilities, to Waverly at the Closing Date. All employees of GGM are now employed by Waverly as of the Closing Date on terms substantially similar to their previous employment with GGM. After the Closing Date, GGM’s business is owned by Waverly, and the portfolio managers of the Fund who managed the Fund as employees of GGM, assuming shareholder approval of a new advisory agreement with Waverly, will continue to manage the Fund in their capacity as investment team members of Waverly. The Transaction is not expected to result in any material change in the day-to-day management of the Fund.

The Transaction resulted in an “assignment” under the Investment Company Act of 1940, as amended (the “1940 Act”). Consistent with the requirements of the 1940 Act, the GGM Advisory Agreement, as well as the current sub-advisory agreement (the “Prior Sub-Advisory Agreement”) between GGM and Penserra Capital Management LLC (“Penserra” or the “Sub-Adviser”), the trading sub-adviser for the Fund, with respect to the Fund, each contained a provision that the agreement will terminate automatically in the event of its “assignment” (as defined in the 1940 Act). Accordingly, the Transaction resulted in the automatic termination of the GGM Advisory Agreement and Prior Sub-Advisory Agreement.

At the January 21, 2025 Board meeting, the Board unanimously approved a new investment advisory agreement between the New Adviser and the Trust with respect to the Fund (the “New Advisory Agreement”) as well as a new sub-advisory agreement between Waverly and the Sub-Adviser with respect to the Fund (the “New Sub-Advisory Agreement”). The New Advisory Agreement and New Sub-Advisory Agreement must also be approved by Shareholders, so you are being asked to approve the New Advisory Agreement and New Sub-Advisory Agreement.

Under the New Advisory Agreement and Sub-Advisory Agreement, the New Adviser and Sub-Adviser will provide investment advisory and trading services, respectively, to the Fund on the same terms and conditions and identical fees to those currently in effect. The Fund’s investment objective, policies, risks, principal or non-principal strategies, and fundamental or non-fundamental investment restrictions will not change as a result of the Transaction. All of the investment advisory personnel who currently manage the Fund continue to do so after the Closing Date. In addition, the Board’s Trustees who oversee the Trust will continue to do so after the Closing Date. Further, under the New Sub-Advisory Agreement, the New Adviser will continue to direct the Sub-Adviser who will be responsible for carrying out the required transactions and basket executions of the Fund.

To provide for continuity in the operation of the Fund, on January 21, 2025, the Board unanimously approved (i) an interim advisory agreement (the “Interim Advisory Agreement”) between the Trust, on behalf of the Fund, and the New Adviser, and (ii) an interim sub-advisory agreement (the “Interim Sub-Advisory Agreement”) between the New Adviser and the Sub-Adviser that each meet the requirements of Rule 15a-4 under the 1940 Act, including that they will each be in effect for no longer than 150 days following the Closing Date. Each of the Interim Advisory Agreement and Interim Sub-Advisory Agreement have identical advisory and sub-advisory fee rates and identical terms and provisions as the GGM Advisory Agreement and the Prior Sub-Advisory Agreement, respectively, except for the identity of the adviser, effective and termination dates and certain escrow provisions. The Interim Advisory Agreement and Interim Sub-Advisory Agreement took effect as of the Closing Date and may be terminated prior to the completion of its 150-day term, and will terminate in the event that Shareholders of the Fund approve the New Advisory Agreement and New Sub-Advisory Agreement (defined below).

Additionally, in connection with the Transaction, the New Adviser has agreed to take certain actions to comply with Section 15(f) of the 1940 Act. Section 15(f) provides a non-exclusive “safe harbor” for the Adviser or any affiliated persons thereof to receive any amount or benefit in connection with a change in control of the Adviser as long as at least 75% of the Trustees of the Fund are not “interested persons” as defined in the 1940 Act (“Independent Trustees”), among other requirements. Currently, the Fund’s Board meets the 75% threshold.

The Transaction WILL NOT CHANGE the Fund’s name or the number of shares you own of the Fund.

The Board has determined that approval of the New Advisory Agreement and New Sub-Advisory Agreement are in the best interests of the Fund and its Shareholders.

The Board voted unanimously to approve the proposals. The Board recommends that you vote FOR the proposals.

The enclosed Proxy Statement describes the voting process for Shareholders. The proxy votes will be reported at the special meeting of Shareholders scheduled for May 14, 2025. Please submit your proxy via the internet, phone or mail as soon as possible. Specific instructions for these voting options can be found

on the enclosed proxy card. To ensure that your vote is counted, your executed proxy card must be received by 11:59 p.m. (Eastern Time) on May 6, 2025.

Thank you for your continued support.

Very truly yours,

_/s/ Kevin Wolf_______

Kevin Wolf

President

Northern Lights Fund Trust II

NORTHERN LIGHTS FUND TRUST II

GGM MACRO ALIGNMENT ETF

(the “Fund”)

March 31, 2025

NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS

To be Held On May 14, 2025

80 Arkay Drive, Suite 110, Hauppauge, NY 11788

Notice is hereby given that a special meeting (the “Meeting”) of Shareholders (the “Shareholders”) of the Fund, a series of Northern Lights Fund Trust II, a Delaware statutory trust (the “Trust”), will be held in the offices of Ultimus Fund Solutions, LLC, 80 Arkay Drive, Suite 110, Hauppauge, NY 11788 on May 14, 2025, at 10:00 am Eastern Time. At the Meeting, Shareholders will be asked to vote on the following Proposals with respect to the Fund:

The Board recommends that you vote FOR these Proposals.

You are entitled to vote at the Meeting, or any adjournment(s), postponement(s) or delay(s) thereto, if you owned shares of the Fund at the close of business on March 14, 2025 (the “Record Date”). Proxies or voting instructions may be revoked at any time before they are exercised by executing and submitting a revised proxy, by giving written notice of revocation to the Trust at c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246, or by voting in person at the Meeting (merely attending the Meeting, however, will not revoke any previously submitted proxy).

If the necessary quorum to transact business for the Fund, or the vote required to approve the Proposals by a Fund, is not obtained at the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting in accordance with applicable law to permit further solicitation of proxies.

This notice and the accompanying proxy materials are first being sent to Shareholders about the week of March 31, 2025.

YOUR VOTE IS IMPORTANT – PLEASE COMPLETE AND RETURN YOUR PROXY PROMPTLY.

You are cordially invited to attend the Meeting. If you attend the Meeting, you may vote your shares in person. However, we urge you, whether or not you expect to attend the Meeting in person, to complete, date, sign and return the enclosed proxy card(s) in the enclosed postage-paid envelope. We ask for your cooperation in voting your proxy promptly.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on May 14, 2025

The Proxy Statement is available on the Internet at https://vote.proxyonline.com/ggmmacro/docs/2025specialmtg.pdf.

If you need assistance, or have any questions regarding the Proposals or how to vote your shares, please call EQ Fund Solutions at 1-800-398-1247.

By order of the Board of the Trust, on behalf of the Fund.

Kevin Wolf

President

Northern Lights Fund Trust II

March 31, 2025

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSALS

While we strongly encourage you to read the full text of the enclosed Proxy Statement, we are also providing you with a brief overview of the subjects of the Shareholder vote. Your vote is important.

QUESTIONS AND ANSWERS

Penserra currently serves as the Fund’s trading sub-adviser pursuant to a sub-advisory agreement between GGM and the Sub-Adviser. Under the supervision of the Adviser, the Sub-Adviser is responsible for executing portfolio transactions and implementing the Adviser’s decisions for the Fund. In addition, the Sub-Adviser is responsible for maintaining certain transaction and compliance related records of the Fund.

At a meeting of the Board of Trustees (the “Board”) of the Trust held on January 21, 2025, GGM informed the Board that it expected to enter into an agreement whereby it would be acquired by Waverly, an SEC registered investment adviser (the “Transaction”). The Transaction closed on March 21, 2025 (the “Closing Date”).

Under the Transaction, GGM sold substantially all of its assets, and assign substantially all of its contractual responsibilities, to Waverly at the Closing Date. All employees of GGM continue to be

employed by Waverly as of the Closing Date on terms substantially similar to their previous employment with GGM. After the Closing Date, GGM’s business is now owned by Waverly, and the portfolio managers of the Fund who manage the Fund as employees of GGM, assuming shareholder approval of a new advisory with Waverly, will continue to manage the Fund in their capacity as investment team members of Waverly. Assuming shareholder approval of a new sub-advisory agreement, the Sub-Adviser will continue to be responsible for executing portfolio transactions and implementing the New Adviser’s decisions for the Fund in addition to maintaining certain transaction and compliance related records of the Fund. The Transaction is not expected to result in any material change in the day-to-day management of the Fund.

The Transaction resulted in an “assignment” under the Investment Company Act of 1940, as amended (the “1940 Act”). Consistent with the requirements of the 1940 Act, each of the GGM Advisory Agreement and Prior Sub-Advisory Agreement contain a provision that each agreement will terminate automatically in the event of its “assignment” (as defined in the 1940 Act). Accordingly, the Transaction resulted in the automatic termination of the GGM Advisory Agreement and Prior Sub-Advisory Agreement.

To provide for continuity in the operation of the Fund, the Board, at its meeting on January 21, 2025, approved an interim investment advisory agreement between Waverly and the Trust on behalf of the Fund (the “Interim Advisory Agreement”) and an interim sub-advisory agreement between Waverly and the Sub-Adviser with respect to the Fund (the “Interim Sub-Advisory Agreement”), each of which meets the requirements of Rule 15a-4 under the 1940 Act, including that the duration of the Interim Advisory Agreement and Interim Sub-Advisory Agreement will be no greater than 150 days following the termination of the GGM Advisory Agreement and Prior Sub-Advisory Agreement on the Closing Date. The Interim Advisory Agreement and Interim Sub-Advisory Agreement took effect as of the Closing Date and will automatically terminate upon the approval of Shareholders of the Fund of the New Advisory Agreement and New Sub-Advisory Agreement.

Under Section 15 of the 1940 Act, the New Adviser may serve as the investment adviser to the Fund under the New Advisory Agreement and the Sub-Adviser can continue to serve as the sub-adviser to the Fund under the New Sub-Advisory Agreement only if the agreements are approved by the Independent Trustees and Shareholders of the Fund. Accordingly, Shareholders of the Fund are being asked to approve the New Advisory Agreement and New Sub-Advisory Agreement. The Transaction is not expected to result in any material change in the day-to-day management of the Fund.

Shareholders are being asked to vote on the New Advisory Agreement and New Sub-Advisory Agreement, NOT the Transaction itself.

The Proxy Statement provides additional information about the New Adviser, the Sub-Adviser and the Proposals. The New Advisory Agreement and New Sub-Advisory Agreement will become effective for the Fund upon approval of the New Advisory Agreement and New Sub-Advisory Agreement by Shareholders of the Fund.

Q.        How will the Transaction affect me as a Fund Shareholder?

VOTE TODAY!

TO AVOID THE EXPENSE OF A DELAYED MEETING, PLEASE RESPOND PROMPTLY.

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.

Shareholders are invited to attend the Meeting in person. Any shareholder who does not expect to attend the Meeting is urged to indicate voting instructions on the enclosed proxy card(s), date and sign it, and return it in the envelope provided, which needs no postage if mailed in the United States. To avoid the additional expense of further solicitation, we ask for your cooperation in responding promptly.

You may receive more than one proxy card. Please be certain to vote each proxy card you receive.

INSTRUCTIONS FOR EXECUTING PROXY CARD

The following general instructions for executing proxy cards may be of assistance to you and help avoid the time and expense involved in validating your vote if you fail to execute your proxy card(s) properly.

                 Registration                                                             Valid Signature

NORTHERN LIGHTS FUND TRUST II

GGM MACRO ALIGNMENT ETF

(the “Fund”)

225 Pictoria Drive, Suite 450, Cincinnati, OH 45246

PROXY STATEMENT

FOR THE SPECIAL MEETING OF SHAREHOLDERS

To Be Held On May 14, 2025

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Trustees (the “Board” or the “Trustees”) of Northern Lights Fund Trust II (the “Trust”), a Delaware statutory trust, on behalf of the Fund, to be used at a special meeting of Shareholders (the “Shareholders”) to be held in the offices of Ultimus Fund Solutions, LLC, 80 Arkay Drive, Suite 110, Hauppauge, NY 11788, on May 14, 2025, at 10:00 am (Eastern Time) and at any adjournment(s), postponement(s) or delay(s) thereof (such meeting and any adjournment(s), postponement(s) or delay(s) being referred to as the “Meeting”).

The solicitation of proxies for use at the Meeting is being made by the Fund by the mailing the week of March 31, 2025 of the Notice of Special Meeting of Shareholders, this Proxy Statement and the accompanying proxy card(s). Supplementary solicitations may be made by mail, telephone or personal interview by officers and Trustees of the Trust and officers, employees and agents of the Adviser, and/or its affiliates. Authorization to execute proxies may be obtained from Shareholders through instructions transmitted by telephone, email or other electronic means.

At the Meeting, Shareholders of the Fund will be asked to vote on the following Proposals with respect to the Fund:

Proposals

The Board has set the close of business on March 14, 2025 as the record date (the “Record Date”) for the Meeting, and only Shareholders of record on the Record Date will be entitled to vote on these Proposals at the Meeting. The number of outstanding shares of the Fund, as of the close of business on the Record Date, is set forth in Appendix A to this Proxy Statement. Additional information regarding outstanding shares and voting your proxy is included at the end of this Proxy Statement in the sections titled “General Information” and “Voting Information.” Copies of the Funds’ annual report for the year ended August 31,

2024, have previously been mailed to Shareholders. This Proxy Statement should be read in conjunction with the annual report.

To request a copy of the Proxy Statement or the annual report, please call 1-800-966-9991, write c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246, or visit the Fund’s website at www.ggmetf.com for the annual report, or https://vote.proxyonline.com/ggmmacro/docs/2025specialmtg.pdf for the Proxy Statement. You may also call for information on how to obtain directions to be able to attend the Meeting in person.

Table of Contents

GENERAL OVERVIEW

The Transaction

At a meeting of the Board of Trustees (the “Board”) of the Trust held on January 21, 2025, Grant/GrossMendelsohn, LLC, doing business as GGM Wealth Advisors (“GGM” or the “Former Adviser”) advised the Board that it expected to enter into an agreement whereby it would be acquired by Waverly Advisors, LLC (“Waverly” or the “New Adviser”), an SEC registered investment adviser (the “Transaction”). On January 29, 2025, GGM entered into an asset purchase agreement with Waverly and on March 21, 2025 (the “Closing Date”), the Transaction closed. Accordingly, as of the Closing Date, Waverly was appointed as investment adviser to the Fund pursuant to an interim advisory agreement between the Trust, on behalf of the Fund, and Waverly (the “Interim Advisory Agreement”)..

Prior to the Closing Date, GGM served as the Fund’s investment adviser under an investment advisory agreement between GGM and Northern Lights Fund Trust II (the “Trust”), on behalf of the Fund (the “GGM Advisory Agreement”) and Penserra Capital Management LLC served as the Fund’s trading sub-adviser (“Penserra’ or the “Sub-Adviser”). As of the Closing Date, Penserra was appointed as trading sub-adviser to the Fund pursuant to an interim sub-advisory agreement between Waverly and Penserra (the “Interim Sub-Advisory Agreement”).Under the supervision of the New Adviser, the Sub-Adviser is responsible for executing portfolio transactions and implementing the adviser’s decisions for the Fund. In addition, the Sub-Adviser is responsible for maintaining certain transaction and compliance related records of the Fund.

Under the Transaction, GGM sold substantially all of its assets, and assigned substantially all of its contractual responsibilities, to Waverly at the Closing Date. All employees of GGM are now employed by Waverly as of the Closing Date on terms substantially similar to their previous employment with GGM. After the Closing Date, GGM’s business is now owned by Waverly, and the portfolio managers of the Fund who managed the Fund as employees of GGM, assuming shareholder approval of a new advisory agreement with Waverly, will continue to manage the Fund in their capacity as investment team members of Waverly. The Transaction is not expected to result in any material change in the day-to-day management of the Fund.

The Transaction resulted in an “assignment” under the Investment Company Act of 1940, as amended (the “1940 Act”). Consistent with the requirements of the 1940 Act, the GGM Advisory Agreement as well as the sub-advisory agreement (“Prior Sub-Advisory Agreement”) between GGM and Penserra, contained a provision that each agreement will terminate automatically in the event of their “assignment” (as defined in the 1940 Act). Accordingly, the Transaction resulted in the automatic termination of the GGM Advisory Agreement and Prior Sub-Advisory Agreement.

To continue to provide for continuity in the operation of the Fund, you are being asked to approve a new investment advisory agreement between Waverly and the Trust, on behalf of the Fund (the “New Advisory Agreement”), as well as a new sub-advisory agreement between Waverly and the Sub-Adviser with respect to the Fund (the “New Sub-Advisory Agreement”).

Under the New Advisory Agreement and Sub-Advisory Agreement, the New Adviser and Sub-Adviser will provide investment advisory and trading services, respectively, to the Fund on the same terms and for identical fees that are currently in effect. The Fund’s investment objective, policies, risks, principal or non-principal strategies, and fundamental or non-fundamental investment restrictions, will not change as a result of the Transaction. In addition, the investment advisory personnel who currently manage the Fund are

expected to continue to do so after the Closing Date. In addition, the Trustees will continue in their positions after the Closing Date.

To provide for continuity in the operation of the Fund, at a meeting held on January 21, 2025, the Board unanimously approved an interim investment advisory agreement between the New Adviser and the Trust, on behalf of the Fund (the “Interim Advisory Agreement”) and an interim sub-advisory agreement between Waverly and the Sub-Adviser with respect to the Fund (the “Interim Sub-Advisory Agreement), each of which took effect immediately upon the Closing Date. In reliance upon applicable rules under the 1940 Act, the New Adviser is permitted to provide investment advisory services to the Fund under the Interim Advisory Agreement for up to 150 days following the Closing Date, and may do so without having received the prior approval of Shareholders of the Fund.

The terms and conditions of the Interim Advisory Agreement and Interim Sub-Advisory Agreement are identical to the terms of the GGM Advisory Agreement and Prior Sub-Advisory Agreement, respectively, except for the identity of the adviser, the effective and termination dates and certain escrow provisions. Fees payable under the Interim Advisory Agreement and Interim Sub-Advisory Agreement are no greater than would have been paid under the GGM Advisory Agreement and Prior Sub-Advisory Agreement, respectively. The Interim Advisory Agreement and Interim Sub-Advisory Agreement may be terminated prior to the completion of its 150-day term, including in the event that Shareholders of the Fund approve the New Advisory Agreement and New Sub-Advisory Agreement, each of which would become effective and replace the Interim Advisory Agreement and Interim Sub-Advisory Agreement.

The Transaction will NOT CHANGE your Fund’s name or the number of shares you own of the Fund.

About the New Adviser

Waverly Advisors, LLC, an Alabama limited liability company located at 600 University Park Place, Suite 501, Birmingham, AL 35209, was organized on July 1, 1999, became registered as an investment advisory firm in Alabama on November 23, 1999, and became a federally registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) on November 30, 2001. As of December 31, 2024, Waverly has approximately $16 billion in assets under management.

Waverly is owned by HGGC Fund IV, which indirectly owns, through various vehicles, just under 50% of the ownership interests of Waverly, and employees of Waverly who indirectly own just over 40% of Waverly.

Reliance on Section 15(f) of the 1940 Act

The Board has been advised that, in connection with the Transaction, certain parties to the Transaction Agreement intend to rely on Section 15(f) of the 1940 Act, which requires satisfaction of two conditions. Section 15(f) of the 1940 Act provides a non-exclusive safe harbor for an investment adviser to an investment company, and any of the investment adviser’s affiliated persons (as that term is defined in the 1940 Act), to receive payments or benefits in connection with a change in control of an investment adviser, such as those specified in the Transaction Agreement. Waverly has agreed to conduct its business and, to the extent within its reasonable control, cause each of its affiliates to conduct their respective businesses so as to assure compliance with each of the two conditions of Section 15(f), as described below.

First, for a three-year period from the date of the assignment, which is the Closing Date, at least 75% of the Board must be composed of persons who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Adviser or any successor adviser. The composition of the current Board complies with this requirement.

The second condition of Section 15(f) is that, for a period of two years following the Closing Date, there must not be imposed on the Fund any “unfair burden” as a result of the Transaction or any express or implied terms, conditions, or understandings related to it. An “unfair burden” would include any arrangement whereby an “adviser” (such as the Adviser) or an “interested person” of an “adviser,” would receive or be entitled to receive any compensation, directly or indirectly, from the Fund or its Shareholders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the Fund (other than bona fide ordinary compensation as principal underwriter for the Fund).

Waverly has agreed that it will conduct its business, and will, to the extent within its reasonable control, cause each of its affiliates to conduct their businesses, in a manner to enable reliance upon the conditions of Section 15(f) of the 1940 Act, including not imposing any “unfair burden” on the Fund for at least two years from the Closing Date.

Post-Transaction Structure and Operations

As of the Closing Date, the New Adviser has begun to serve and the Sub-Adviser continues to serve as the Fund’s investment adviser and sub-adviser, respectively, pursuant to the Interim Advisory Agreement and Interim Sub-Advisory Agreement, respectively. The Transaction will not result in any material change in the day-to-day management of the Fund. In addition, the portfolio managers and key investment personnel who currently manage the Fund continue to do so after the Closing Date. However, there can be no assurance that any particular employee of the Adviser will choose to remain employed by the New Adviser or any particular employee of the Sub-Adviser will choose to remain employed by the Sub-Adviser after the Closing Date.

The Transaction will not result in any changes to the organization and structure of the Fund other than the change in investment adviser. Your Fund and its investment objective and strategies will not change as a result of the completion of the Transaction, and you will still own the same number of shares of the Fund. The Fund’s name will not change as a result of the Transaction. The Trustees will continue in office after the Closing Date and will continue to make decisions regarding the independent registered public accounting firm, custodian, administrator, distributor and transfer agent of the Fund. No changes to the Fund’s existing service providers other than the approval of the investment advisory agreement with the New Adviser are proposed or planned by the Board, the New Adviser or the Sub-Adviser at this time in connection with the Transaction.

PROPOSAL 1: APPROVAL OF THE NEW ADVISORY AGREEMENT

Background

Waverly Advisors, LLC (“Waverly” or the “New Adviser), serves as the Fund’s investment adviser pursuant to an interim advisory agreement dated March 21, 2025. Prior to March 21, 2025, Grant/GrossMendelsohn, LLC, doing business as GGM Wealth Advisors (“GGM” or the “Prior Adviser”) served as investment adviser to the Fund under an investment advisory agreement between Northern Lights Fund Trust II (the “Trust”), on behalf of the Fund, and the Adviser dated August 24, 2023 (the “GGM Advisory Agreement”). The GGM Advisory Agreement was last approved by Shareholders on September 22, 2023, in connection with its initial execution.

At a meeting of the Board held on January 21, 2025, GGM advised the Board that it expected to enter into an agreement whereby it would be acquired by Waverly, an SEC registered investment adviser. The Transaction closed on March 21, 2025 (the “Closing Date”). On January 29, 2025, GGM entered into an asset purchase agreement with Waverly and on March 21, 2025 (the “Closing Date”), the Transaction closed. Accordingly, as of the Closing Date, Waverly was appointed as investment adviser to the Fund pursuant to the Interim Advisory Agreement.

As required by the Investment Company Act of 1940, as amended (the “1940 Act”), the GGM Advisory Agreement provided for automatic termination in the event of an assignment, which occurred on the Closing Date. As a result, on the Closing Date, the GGM Advisory Agreement terminated. The 1940 Act requires that a new advisory agreement be approved by the board of trustees and shareholders of a fund in order for it to become effective. To provide for continuity in the operation of the Fund, at a meeting held on January 21, 2025, the Board unanimously approved the New Advisory Agreement and an interim investment advisory agreement between the New Adviser and the Trust, on behalf of the Fund (the “Interim Advisory Agreement”).

The Proposal

Shareholders of the Fund are being asked to approve a new investment advisory agreement between the Trust, on behalf of the Fund, and the New Adviser (the “New Advisory Agreement”). As described above, approval of the New Advisory Agreement is sought so that the operation of the Fund can continue without interruption. If the New Advisory Agreement is approved by the Shareholders of the Fund, the New Advisory Agreement will become effective for the Fund upon the date of approval of the New Advisory Agreement by Shareholders.

Board Approval and Recommendation

On January 21, 2025, the Board, including the Trustees who are not “interested persons” of the Fund or the Adviser within the meaning of the 1940 Act (the “Independent Trustees”), determined that approval of the New Advisory Agreement is in the best interest of the Fund and its Shareholders, unanimously approved the New Advisory Agreement for the Fund and unanimously recommended that Shareholders of the Fund approve the New Advisory Agreement. A summary of the Board’s considerations is provided below in the section titled “Board Considerations.”

Description of the GGM Advisory Agreement and the New Advisory Agreement

A New Advisory Agreement is being proposed for the Fund. The form of New Advisory Agreement is set forth in Appendix F to this Proxy Statement. The advisory fee rate under the New Advisory Agreement is identical to the fee rate under the Fund’s GGM Advisory Agreement. The annual advisory fees payable to the Adviser are set forth in Appendix B.

Differences between the GGM Advisory Agreement and the New Advisory Agreement

The New Advisory Agreement is the same as the GGM Advisory Agreement, except for the identity of the investment manager, the effective date and termination date. The New Advisory Agreement will be effective as of the date of Shareholder approval of the Proposals. The New Advisory Agreement will have an initial term of two years and may be continued for one-year terms thereafter. For a more complete understanding of the agreement, you should read the form of New Advisory Agreement contained in Appendix F.

Interim Advisory Agreement

Under the agreement between GGM and Waverly (the “Transaction Agreement”), the Adviser agreed to use commercially reasonable efforts to obtain approval of a new investment advisory agreement for the Fund by the Board and Shareholders of the Fund. The Closing Date is anticipated to occur in the first quarter of 2025.

Accordingly, as discussed above, an interim investment advisory agreement between the Trust, on behalf of the Fund, and the New Adviser (the “Interim Advisory Agreement”) will take effect upon the Closing Date in the event that Shareholders of the Fund do not approve the New Advisory Agreement prior to the Closing Date. On January 21, 2025, the Board, including the Independent Trustees, unanimously approved the Interim Advisory Agreement in order to assure continuity of investment advisory services to the Fund after the Closing Date.

The terms of the Interim Advisory Agreement are identical to those of the GGM Advisory Agreement and the New Advisory Agreement, except for the identity of the investment adviser, the effective and termination dates and certain escrow provisions described below. Fees payable under the Interim Advisory Agreement are no greater than would have been paid under the GGM Advisory Agreement. The Interim Advisory Agreement will continue in effect for a term ending on the earlier of 150 days from the Closing Date (the “150-day period”) or when Shareholders of the Fund approve the New Advisory Agreement. Pursuant to Rule 15a-4 under the 1940 Act, compensation earned by the New Adviser under the Interim Advisory Agreement will be held by the Fund’s custodian in an interest-bearing escrow account. If Shareholders of the Fund approve the New Advisory Agreement by the end of the 150-day period with respect to the Fund, the amount held in the escrow account under the Interim Advisory Agreement (including interest earned) will be paid to the New Adviser. If Shareholders of a Fund do not ultimately approve the New Advisory Agreement by the end of the 150-day period, the Board will take such actions as it deems to be in the best interests of the Fund, which could include continuing to solicit approval of the New Advisory Agreement, and the New Adviser will be paid the lesser of its costs incurred in performing its services under the Interim Advisory Agreement (plus interest earned on such amount) or the total amount held in the escrow account with respect to the Fund under the Interim Advisory Agreement, plus interest earned on such amount. The Interim Advisory Agreement may be terminated by the Trust’s Board of

Trustees or a majority of the Fund’s outstanding voting securities at any time, without payment of any penalty, on 10 calendar days written notice to the New Adviser.

Affiliated Service Providers, Affiliated Brokerage and Other Fees

During the Fund’s most recently completed fiscal year, the Fund made no material payments to the Adviser or New Adviser or any affiliated person of the Adviser or New Adviser for services provided to the Fund except as set forth on Appendix C to this Proxy Statement.

The Fund paid no brokerage commissions within the last fiscal year to (i) any broker that is an affiliated person of the Fund or an affiliated person of such person, or (ii) any broker an affiliated person of which is an affiliated person of the Fund, the Adviser or the New Adviser.

Information about the New Adviser

Waverly Advisors, LLC, an Alabama limited liability company located at 600 University Park Place, Suite 501, Birmingham, AL 35209, was organized on July1, 1999, became registered as an investment advisory firm in Alabama on November 23, 1999, and became a federally registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) on November 30, 2001. As of December 31, 2024, Waverly has approximately $16 billion in assets under management.

Waverly is owned by HGGC Fund IV, which indirectly owns, through various vehicles, just under 50% of the ownership interests of Waverly, and employees of Waverly who indirectly own just over 40% of Waverly.

Information regarding the principal executive officers, directors and certain other officers of Waverly is attached in Appendix D to this Proxy Statement. None of the officers or Trustees of the Trust are affiliated with Waverly.

Jeffrey Johnson, Michael Little, Steven Hannigan, Mark Bauer and Ryan Baldwin are the portfolio managers responsible for the day-to-day management of the Fund.

Jeffrey G. Johnson. Jeff is the Lead Portfolio Manager of the Fund and Managing Director and a Partner at the Adviser and has been with the Adviser since 2005. He is a member of the firm’s investment committee and has over 18 years of financial industry experience. Jeff oversees the Adviser’s wealth management operations, directs the dynamic investment strategies, and provides outsourced chief investment officer (OCIO) and advisor-guided retirement plan services. Before joining GGM in 2005, Jeff was a Portfolio Manager at Private Wealth Advisors where his responsibilities included active management of the firm’s individual stock portfolio, fixed income portfolio construction, investment research, and assistance with the firm’s market analysis and tactical asset allocation decisions. His prior experience also includes working as a risk arbitrage trader on Wall Street for Tradition-Asiel Securities and on the floor of the Philadelphia Stock Exchange (PHLX) for Penn Options and Prudential Securities. A graduate of the College of Business and Economics at Lehigh University, Jeff holds a Bachelor of Science degree in finance as well as a Master of Business Administration. He is a Certified Financial Planner and a registered Investment Adviser Representative with a Series 65 and 63 license.

Michael D. Little. Mike is the Director of Wealth Management and a Partner at the Adviser and has been with the Adviser since 2011. He has over 16 years of financial industry experience and sits on the Adviser’s

investment committee. Mike directs the Adviser’s wealth management operations. Before joining GGM in 2011, Mike held various financial positions with Wells Fargo and its predecessors, including licensed financial specialist, business banker, branch manager, and financial advisor. Mike graduated from of the Krieger School of Arts & Sciences at Johns Hopkins University, earning a Bachelor of Arts degree in economics. He has the Certified Financial Planner® designation and holds Series 66, and Maryland Life & Health Insurance licenses.

Steven T. Hannigan. Steve is the Director of Investment Research and a member of the Investment Committee at the Adviser. Steve plays an integral role in the Adviser’s investment & macro-economic research process, as well as the execution of our disciplined and rules-based dynamic investment strategy. Steve has been with the Adviser since 2016. Before joining the Adviser, Steve was an Associate Portfolio Manager at YHB Investment Advisors where his responsibilities included working with clients to identify and carry out their long-term investment objectives as well as the analysis of investment opportunities. A graduate of St. Mary’s College of Maryland, Steve holds a Bachelor of Arts degrees in both economics and history. Steve is a Chartered Financial Analyst (CFA®) charterholder and a member of the CFA Institute and the Baltimore CFA Society. Additionally, he is a Registered Investment Advisor Representative with Series 65 and Series 63 licenses.

Mark D. Bauer. Mark is the Head of Research & Analytics and a Senior Wealth Advisor at the Adviser. Leveraging the Adviser’s team approach, Mark focuses on the Adviser’s investment & macro-economic research process, as well as the execution of its disciplined and rules-based dynamic investment strategy. Mark has been with the Adviser since 2019. Mark is a graduate of the University of Maryland, receiving a Bachelor of Science in Finance and Operations Management & Business Analytics. During his time in school, Mark participated in the Advisers’ internship program. Additionally, he is a Registered Investment Advisor Representative with Series 65.

Ryan M. Baldwin. Ryan is a Senior Wealth Advisor and member of the Investment Committee at the Adviser. Leveraging the Adviser’s team approach, Ryan focuses on the Adviser’s investment & macro-economic research process, as well as the execution of its disciplined and rules-based dynamic investment strategy. Ryan has been with the Adviser since 2017. Ryan is a graduate of Robert Morris University, receiving a Bachelor of Science in Business Administration degree in Finance, as well as a minor in Accounting. During his time in school, Ryan interned with Jackson Hewitt Tax Service as a tax return specialist. Additionally, he is a Registered Investment Advisor Representative with Series 65.

Required Vote

Approval of the New Advisory Agreement requires the affirmative vote of a “majority of the outstanding voting securities” of the Fund, which, under the 1940 Act, means an affirmative vote of the lesser of (a) 67% or more of the shares of a Fund present at the Meeting if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (b) more than 50% of the outstanding shares. The implementation of the Proposal is contingent upon the completion of the Transaction. If the Transaction is not completed, then the GGM Advisory Agreement would not be terminated and would remain in effect.

THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
OF THE FUND VOTE FOR PROPOSAL 1.

PROPOSAL 2: APPROVAL OF THE NEW SUBADVISORY AGREEMENT

Background

Penserra Capital Management LLC serves as the Fund’s trading sub-adviser (the “Sub-Adviser”) pursuant to an interim sub-advisory agreement dated March 21, 2025, as discussed below. Prior to the Closing Date, Penserra served as the Sub-Adviser pursuant to a sub-advisory agreement dated September 13, 2023 (the “Prior Sub-Advisory Agreement”). Under the supervision of the Adviser, the Sub-Adviser is responsible for executing portfolio transactions and implementing the Adviser’s decisions for the Fund. In addition, the Sub-Adviser is responsible for maintaining certain transaction and compliance related records of the Fund. The Prior Sub-Advisory Agreement was last approved by Shareholders on September 22, 2023, in connection with its initial execution.

As required by the Investment Company Act of 1940, as amended (the “1940 Act”), the Prior Sub-Advisory Agreement provided for automatic termination in the event of an assignment or termination of the GGM Advisory Agreement, which occurred upon the Closing Date. The 1940 Act requires that a new sub-advisory agreement be approved by the board of trustees and shareholders of a fund in order for it to become effective. To provide for continuity in the operation of the Fund, at a meeting held on January 21, 2025, the Board unanimously approved the New Sub-Advisory Agreement, as well as an interim investment sub-advisory agreement between Waverly and the Sub-Adviser with respect to the Fund (the “Interim Sub-Advisory Agreement”).

The Proposal

Shareholders of the Fund are being asked to approve a new investment sub-advisory agreement between Waverly and the Sub-Adviser. As described above, approval of the New Sub-Advisory Agreement is sought so that the operation of the Fund can continue without interruption. If the New Sub-Advisory Agreement is approved by the Shareholders of the Fund, the New Sub-Advisory Agreement will become effective for the Fund upon the date of approval of the New Advisory Agreement and New Sub-Advisory Agreement by Shareholders.

Board Approval and Recommendation

On January 21, 2025, the Board, including the Trustees who are not “interested persons” of the Fund or the Adviser within the meaning of the 1940 Act (the “Independent Trustees”), determined that approval of the New Sub-Advisory Agreement is in the best interest of the Fund and its Shareholders, unanimously approved the New Sub-Advisory Agreement for the Fund and unanimously recommended that Shareholders of the Fund approve the New Sub-Advisory Agreement. A summary of the Board’s considerations is provided below in the section titled “Board Considerations.”

Description of the Prior Sub-Advisory Agreement and the New Sub-Advisory Agreement

A New Sub-Advisory Agreement is being proposed for the Fund. The form of New Sub-Advisory Agreement is set forth in Appendix G to this Proxy Statement. The sub-advisory fee rate under the New

Sub-Advisory Agreement is identical to the fee rate under the Fund’s Prior Sub-Advisory Agreement. The annual sub-advisory fees payable to the Sub-Adviser are set forth in Appendix H.

Differences between the Prior Sub-Advisory Agreement and the New Sub-Advisory Agreement

The New Sub-Advisory Agreement is the same as the Prior Sub-Advisory Agreement, except for the identity of the investment manager, the effective date and termination date. The New Sub-Advisory Agreement will be effective as of the date of Shareholder approval of the Proposals. The New Sub-Advisory Agreement will have an initial term of two years and may be continued for one-year terms thereafter. For a more complete understanding of the agreement, you should read the form of New Sub-Advisory Agreement contained in Appendix G.

Interim Sub-Advisory Agreement

As discussed above, an interim investment sub-advisory agreement between the Trust, on behalf of the Fund, the New Adviser, and the Sub-Adviser (the “Interim Sub-Advisory Agreement”) took effect upon the Closing Date. On January 21, 2025, the Board, including the Independent Trustees, unanimously approved the Interim Sub-Advisory Agreement in order to assure continuity of investment sub-advisory services to the Fund after the Closing Date.

The terms of Interim Sub-Advisory Agreement are identical to those of the Prior Sub-Advisory Agreement as well as the New Sub-Advisory Agreement, except for the identity of the investment adviser, the effective and termination dates and certain escrow provisions described below. Fees payable under the Interim Sub-Advisory Agreement are no greater than would have been paid under the Prior Sub-Advisory Agreement. The Interim Sub-Advisory Agreement will continue in effect for a term ending on the earlier of 150 days from the Closing Date (the “150-day period”) or when Shareholders of the Fund approve the New Sub-Advisory Agreement. Pursuant to Rule 15a-4 under the 1940 Act, compensation earned by the Sub-Adviser under the Interim Sub-Advisory Agreement will be held by the Fund’s custodian in an interest-bearing escrow account. If Shareholders of the Fund approve the New Sub-Advisory Agreement by the end of the 150-day period with respect to the Fund, the amount held in the escrow account under the Interim Sub-Advisory Agreement (including interest earned) will be paid to the Sub-Adviser. If Shareholders of the Fund do not ultimately approve the New Sub-Advisory Agreement by the end of the 150-day period, the Board will take such actions as it deems to be in the best interests of the Fund, which could include continuing to solicit approval of the New Sub-Advisory Agreement, and the Sub-Adviser will be paid the lesser of its costs incurred in performing its services under the Interim Sub-Advisory Agreement (plus interest earned on such amount) or the total amount held in the escrow account with respect to the Fund under the Interim Sub-Advisory Agreement, plus interest earned on such amount. The Interim Sub-Advisory Agreement may be terminated by the Board or a majority of the Fund’s outstanding voting securities at any time, without payment of any penalty, on 10 calendar days written notice to the New Adviser and Sub-Adviser.

Affiliated Service Providers, Affiliated Brokerage and Other Fees

During the Fund’s most recently completed fiscal year, the Fund made no material payments to the Sub-Adviser or any affiliated person of the Sub-Adviser for services provided to the Fund except as set forth on Appendix I to this Proxy Statement.

The Fund paid no brokerage commissions within the last fiscal year to (i) any broker that is an affiliated person of the Fund or an affiliated person of such person, or (ii) any broker an affiliated person of which is an affiliated person of the Fund or the Sub-Adviser.

Information about the Sub-Adviser

Penserra Capital Management LLC, located at 4 Orinda Way, Suite 100, Orinda, CA 94563, serves as the Fund’s trading sub-adviser (“Penserra” or the “Sub-Adviser”). Under the supervision of the Adviser, the Sub-Adviser is responsible for executing portfolio transactions and implementing the Adviser’s decisions for the Fund. In addition, the Sub-Adviser is responsible for maintaining certain transaction and compliance related records of the Fund.

As compensation for the sub-advisory services it provides to the Fund, the Adviser pays the Sub-Adviser a fee pursuant to an agreement between the Adviser and Sub-Adviser (the “Prior Sub-Advisory Agreement”).

Certain information about the Sub-Adviser and information regarding the principal executive officer, directors and certain other officers of the Sub-Adviser and its affiliates and certain other information is attached in Appendix J to this Proxy Statement.

Required Vote

Approval of the New Sub-Advisory Agreement with respect to the Fund requires the affirmative vote of a “majority of the outstanding voting securities” of the Fund, which, under the 1940 Act, means an affirmative vote of the lesser of (a) 67% or more of the shares of the Fund present at the First Meeting if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (b) more than 50% of the outstanding shares. The implementation of the New Sub-Advisory Agreement is contingent upon the completion of the Transaction. If the Transaction is not completed, then the Prior Sub-Advisory Agreement would not be terminated and would remain in effect.

THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE “FOR” PROPOSAL 2.

BOARD CONSIDERATIONS

Summary of Board Meetings and Considerations

All of the Trustees, including all of the Independent Trustees, met on January 21, 2025, to determine whether to approve the New Advisory Agreement and New Sub-Advisory Agreement and to recommend approval to Shareholders. At the Board meeting and throughout the process of considering the New Advisory Agreement and New Sub-Advisory Agreement, the Board, including all of the Independent Trustees, was advised by counsel to the Trust and counsel to the independent trustees.

In their consideration of the approval of the New Advisory Agreement, the Board requested certain materials as they deemed necessary from Waverly and evaluated their responses thereto. During the Meeting, representatives of Waverly provided information to the Board regarding the Waverly’s personnel and operations. The Board also reviewed the terms of the New Advisory Agreement and the New Sub-Advisory Agreement and considered its possible impacts on the Fund and its Shareholders.

During the Board meeting, representatives of GGM and Waverly indicated their belief that the approval of the New Advisory Agreement and New Sub-Advisory Agreement would not adversely affect (i) the continued operation of the Fund; or (ii) the capabilities of the senior personnel and investment advisory personnel of Waverly who currently manage the Fund to continue to provide these and other services to the Fund at least equivalent to the current level. Waverly recommended that the Board approve the New Advisory Agreement and New Sub-Advisory Agreement and that the Board recommend that Shareholders approve the New Advisory Agreement and New Sub-Advisory Agreement.

Board Approval of the New Investment Advisory Agreement and New Sub-Advisory Agreement

Advisory Agreements

At a meeting held on January 21, 2025 (the “Meeting”), the Board, including the Independent Trustees considered the approval of the Interim Advisory Agreement for a period ending on the earlier of 150 days from the Closing Date or when Shareholders of the Fund approve the New Advisory Agreement, and the New Sub-Advisory Agreement, for an initial two-year term, renewable annually thereafter (collectively, the “Advisory Agreements”).

Factors Considered in Approving the New Advisory Agreement

In connection with the Board’s review of the New Advisory Agreement, key personnel of Waverly advised the Board about a variety of matters, including the following:

In its deliberations, the Board considered the factors discussed below. The Board relied upon the advice of trust and independent counsel and their own business judgment in determining the material factors to be considered in evaluating the New Advisory Agreement and the weight to be given to each such factor. The conclusions reached by the Board were based on a comprehensive evaluation of all of the information provided, both in written and verbal form. The Trustees did not identify any particular factor or piece of information that was all-important or controlling, and each Trustee may have attributed different weights to the various factors:

Nature, Extent and Quality of Services. As to the nature, extent, and quality of the services to be provided by Waverly to the Fund, the Board first discussed the Transaction and its effect on GGM and Waverly. The Board reviewed materials provided by GGM and Waverly related to the Transaction as well as the Interim Advisory Agreement and the New Advisory Agreement with the Trust. The Board also reviewed other materials provided by GGM and Waverly, including a description of the manner in which investment decisions will be made and executed, its processes to conduct oversight of the sub-adviser, Penserra, and a review of the professional personnel that would perform services for the Fund, including the team of individuals that would be primarily responsible for monitoring and executing the investment process, noting that the same individuals managing the Fund at GGM would continue to do so at Waverly and that the Board was familiar with their experience and track record. The Board then discussed the extent of Waverly’s research capabilities, the quality of its compliance infrastructure and the experience of its fund management personnel noting that the personnel managing the Fund would now be part of a larger firm with access to additional resources and expertise. The Board considered Waverly’s specific responsibilities in all aspects of the day-to-day management of the Fund. The Board noted that none of the personnel responsible for the management of the Fund would change but could be augmented by additional personnel at Waverly, and that the investment process and day-to-day operations of the Fund would remain unchanged. The Board reviewed and discussed the compliance program of Waverly and was advised by the Trust’s CCO that Waverly was still in process of adopting certain procedures from GGM’s compliance manual to address advising a registered investment company and the CCO represented that he would review and monitor changes to the compliance program to address the 1940 Act and report to the Board regarding these changes. Additionally, the Board received satisfactory responses from representatives of Waverly with respect to a series of important questions, including whether Waverly was involved in any lawsuits or pending regulatory actions; whether the management of other accounts would conflict with its management of the Fund; and whether Waverly has procedures in place to adequately allocate trades among its respective clients. The Board considered that, under the terms of the Interim Advisory Agreement and New Advisory Agreement, Waverly, subject to the supervision of the Board, would continue to provide the Fund with investment advice and supervision and would continuously furnish an investment program for the Fund

consistent with the investment objectives and policies of the Fund. The Board reviewed the descriptions provided by Waverly of its practices for monitoring compliance with the Fund’s investment limitations, noting that Waverly’s CCO had a program in place to continually review the portfolio managers’ performance of their duties with respect to the Fund to ensure compliance under Waverly’s compliance program. The Board then reviewed the capitalization of Waverly based on financial information and other materials provided by Waverly and discussed such materials with Waverly. The Board concluded that Waverly was sufficiently well-capitalized in order for Waverly to meet its obligations to the Fund. The Board also concluded that Waverly had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures necessary to perform its duties under the Interim Advisory Agreement and New Advisory Agreement and that the nature, overall quality and extent of the management services to be provided by Waverly after the Transaction were satisfactory. The Board concluded that, overall, they were satisfied with the nature, extent, and quality of the services provided to the Fund under the GGM Advisory Agreement and did not expect them to change materially under the Interim Advisory Agreement or the New Advisory Agreement.

Performance.  The Board discussed the reports prepared by Broadridge and reviewed the performance of the Fund as compared to its peer group, Morningstar category and benchmark, the S&P 500 TR Index, for the one year and since inception periods ended December 31, 2024, noting that the Fund had underperformed its peer group median, Morningstar category median and benchmark for each of the periods but that performance was still positive. The Board noted that, although Waverly would be a new investment adviser for the Fund, consideration of the past performance of the Fund was relevant in connection with the consideration of Waverly as the Fund’s new investment adviser because the GGM personnel currently managing the Fund would be retained by Waverly and continue to manage the Fund at Waverly and there would be no material change in the way the Fund is currently managed. After further discussion, the Board concluded that overall, the Fund’s past performance was acceptable, but that the Board would continue to monitor the performance of the Fund.

Fees and Expenses. As to the costs of the services to be provided by Waverly, the Board reviewed and discussed the advisory fee for the Fund which was structured as a unitary fee and the total operating expenses for the Fund as compared to its respective peer group and Morningstar category as presented in the Board Materials noting that the unitary fee was in line with the average contractual management fees and net operating expenses of the funds in its peer group and Morningstar category with the net fee being slightly above the peer group and Morningstar category median but slightly below the peer group and Morningstar category average. The Board reviewed the contractual arrangements for the Fund, noting that under the unitary fee structure, Waverly will pay substantially all expenses of the Fund, including the cost of sub-advisory fee, transfer agency, custody, fund administration, legal, audit, trustees and other services, but not costs for borrowing, including interest expenses, distribution fees or expenses, brokerage expenses, commissions or other transaction expenses, taxes and extraordinary expenses, such as litigation, and other expenses not incurred in the ordinary course of the Fund’s business. The Board concluded that the unitary fee to be charged by Waverly with respect to the Fund was not unreasonable.

Profitability. The Board also considered the level of profits that could be expected to accrue to Waverly with respect to the Fund based on profitability reports and analyses reviewed by the Board and the selected financial information of Waverly provided by Waverly. After review and discussion, the Board concluded that based on the services provided or paid for by Waverly, the current assets of the Fund, profits from Waverly’s relationship with the Fund were not anticipated to be excessive.

Economies of Scale. As to the extent to which the Fund will realize economies of scale as it grows, and whether the fee levels reflect these economies of scale for the benefit of investors, the Board discussed the current size of the Fund and noted that Waverly anticipates that the realization of economies of scale would require a significant growth of assets in the Fund. The Board also discussed the current size of the Fund, along with Waverly’s expectations for growth, and concluded that any further material economies of scale would not be achieved in the near term.

Conclusion. Having requested and received such information from Waverly and GGM as the Board believed to be reasonably necessary to evaluate the terms of the Interim Advisory Agreement and New Advisory Agreement, and as assisted by the advice of independent counsel, the Board, including a majority of the Independent Trustees voting separately, determined that (a) the terms of each of the Interim Advisory Agreement and New Advisory Agreement are reasonable; (b) the investment advisory fee payable pursuant to each of the Interim Advisory Agreement and New Advisory Agreement is not unreasonable; and (c) the Interim Advisory Agreement and New Advisory Agreement are each in the best interests of the Fund and its shareholders.

New Sub-Advisory Agreement

At the Meeting, the Board, including the Independent Trustees also considered the approval of the Interim Sub-Advisory Agreement for a period ending on the earlier of 150 days from the Closing Date or when Shareholders of the Fund approve the New Sub-Advisory Agreement, and the New Sub-Advisory Agreement, for an initial two-year term, renewable annually thereafter.

In connection with the Board’s review of the New Sub-Advisory Agreement, key personnel of GGM, Waverly and Penserra advised the Board about a variety of matters, including the following:

In their deliberations, the Board considered the factors discussed below, among others. The Independent Trustees did not identify any particular factor or piece of information that was all-important or controlling, and each Trustee may have attributed different weights to the various factors:

At the Meeting, the Board considered the approval of the Interim Sub-Advisory Agreement, for a period ending on the earlier of 150 days from the Closing Date or when Shareholders of a Fund approve the New Sub-Advisory Agreement for an initial two-year term, renewable annually thereafter. For purposes of this discussion, the Interim Sub-Advisory Agreement and the New Sub-Advisory Agreement were considered at the same time.

Factors Considered in Approving the New Sub-Advisory Agreement

Nature, Extent and Quality of Services. As to the nature, quality and extent of the services provided by Penserra, the Board noted the experience of the portfolio management personnel of Penserra, including their experience in the investment field, education and industry credentials. The Board discussed the financial condition of Penserra and reviewed supporting materials. The Board reviewed the materials prepared by Penserra describing its trading and execution process and noted Penserra’s considerable experience executing, settling and reporting trades, adjusting baskets and coordinating custom baskets for ETFs. The Board concluded that Penserra had sufficient quality and depth of personnel and resources essential to performing its duties under the Interim Sub-Advisory Agreement and New Sub-Advisory Agreement and that the nature, overall quality and extent of services to be provided to the Fund appear to be satisfactory.

Performance. With respect to performance, the Board noted that Penserra would be primarily responsible for executing the investment decisions of Waverly rather than managing the Fund’s portfolio. Accordingly, the Board did not consider performance to be a significant factor with respect to evaluating Penserra.

Fees and Expenses. As to the costs of the services provided by Penserra, the Board discussed the sub-advisory fee and considered that Penserra will be paid by Waverly out of its unitary fee and not by the Fund. The Board also looked at the advisory fee split between Waverly and Penserra and concluded that the sub-advisory fee paid to Penserra was not unreasonable in light of the quality of the services to be performed.

Profitability. As to profitability, the Board discussed and noted that Penserra will receive no compensation from Waverly, other than the sub-advisory fee earned pursuant to the New Sub-Advisory Agreement. The Board further noted that the sub-advisory fee will be paid by Waverly out of the unitary fee that it receives and not directly by the Fund. While the Board did not consider the costs of services provided by Penserra or its profitability to be significant factors, nonetheless, based on all these factors and on profitability estimates and analyses provided by Penserra and reviewed by the Board, the Board concluded that anticipated profits from Penserra’s relationship with the Fund were not excessive.

Economies of Scale. The Board noted that the sub-advisory fee is not paid by the Fund, therefore the Board did not consider whether the sub-advisory fee should reflect any potential economies of scale that might be realized as the Fund’s assets increase and rather determined the economies of scale would be evaluated as part of looking at the advisory fee paid to Waverly.

Conclusion. Having requested and received such information from Penserra as the Board believed to be reasonably necessary to evaluate the terms of the Interim Sub-Advisory Agreement and New Sub-Advisory Agreement and as assisted by the advice of independent counsel, the Board, including a majority of the Independent Trustees voting separately, determined that (a) the terms of the Interim Sub-Advisory Agreement and New Sub-Advisory Agreement are reasonable; (b) the sub-advisory fee payable pursuant to each of the Interim Sub-Advisory Agreement and New Sub-Advisory Agreement is not unreasonable; and (c) the Interim Sub-Advisory Agreement and New Sub-Advisory Agreement are each in the best interests of the Fund and its shareholders.

Information about the Interim Advisory Agreement and Interim Sub-Advisory Agreement

As discussed above, at a January 21, 2025 meeting, the Board, including the Independent Trustees, unanimously approved the Interim Advisory Agreement and Interim Sub-Advisory Agreement. To assure continuity of advisory services, the Interim Advisory Agreement and Interim Sub-Advisory Agreement will

each take effect upon the Closing Date of the Transaction. The terms of the Interim Advisory Agreement and Interim Sub-Advisory Agreement are identical to those of the GGM Advisory Agreement and Prior Sub-Advisory Agreement, respectively, as well as the New Advisory Agreement and New Sub-Advisory Agreement, respectively, in each case except for the identity of the investment adviser, the effective and termination dates and certain escrow provisions described in the Proxy Statement. In light of the foregoing, the Trustees, including the Independent Trustees, unanimously determined that the scope and quality of services to be provided to the Fund under the Interim Advisory Agreement and Interim Sub-Advisory Agreement are at least equivalent to the scope and quality of services provided under the GGM Advisory Agreement and Prior Sub-Advisory Agreement, respectively.

GENERAL INFORMATION

Ownership of Shares

As of the Record Date, no Shareholder owned, beneficially or of record, more than 5% of the outstanding shares of the Fund, except as provided in Appendix E.

No officers or Trustees of the Trust owned shares of the Fund as of the Record Date.

Other Information

Since December 31, 2024 , no Trustee has purchased or sold securities exceeding 1% of the outstanding securities of any class of the Adviser or its parent or subsidiaries.

As of the Record Date, no Independent Trustee or any of their immediate family members owned beneficially or of record any class of securities of the Adviser or any person controlling, controlled by or under common control with the Adviser.

Payment of Solicitation Expenses

The New Adviser or its parent company has agreed to pay the expenses of the preparation, printing and mailing of this Proxy Statement and its enclosures and of all solicitations.

Delivery of Proxy Statement

Only one copy of this Proxy Statement may be mailed to each household, even if more than one person in the household is a Fund Shareholder, unless the applicable Fund has received contrary instructions from one or more of the household’s Shareholders. If a Shareholder needs an additional copy of this Proxy Statement, would like to receive separate copies in the future, or would like to request delivery of a single copy to Shareholders sharing an address, please call 1-800-966-9991 or write to the Fund at c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.

Other Business

The Trustees do not intend to bring any matters before the Meeting other than the Proposals described in this Proxy Statement, and the Trustees are not aware of any other matters to be brought before the Meeting by others. Because matters not known at the time of the solicitation may come before the Meeting, the proxy as solicited confers discretionary authority with respect to such matters as properly come before the

Meeting, including any adjournment(s), postponement(s) or delays thereof, and it is the intention of the persons named as attorneys-in-fact in the proxy (or their substitutes) to vote the proxy in accordance with their judgment on such matters.

Submission of Shareholder Proposals

The Trust has not received any shareholder proposals to be considered for presentation at the Meeting. Under the proxy rules of the SEC, shareholder proposals may, under certain conditions, be included in the Trust’s Proxy Statement and proxy for a particular meeting. Under these rules, proposals submitted for inclusion in the Trust’s proxy materials must be received by the Trust within a reasonable time before the solicitation is made.

The Trust is generally not required to hold annual meetings of Shareholders, and the Trust generally does not hold a meeting of Shareholders in any year, unless certain specified Shareholder actions, such as the election of trustees or the approval of a new advisory agreement, are required to be taken under state law or the 1940 Act. By observing this policy, the Trust seeks to avoid the expenses customarily incurred in the preparation of proxy material and the holding of Shareholders’ meetings, as well as the related expenditure of staff time.

A Shareholder desiring to submit a proposal intended to be presented at any meeting of Shareholders of a series of the Trust hereafter called should send the proposal to the Secretary of the Trust at the Trust’s principal offices within a reasonable time before the solicitation of proxies for such meeting occurs. The mere submission of a proposal by a Shareholder does not guarantee that such proposal will be included in the proxy statement because certain rules under the federal securities laws must be complied with before inclusion of the proposal is required. Also, the submission does not mean that the proposal will be presented at the meeting. For a Shareholder proposal to be considered at a Shareholders’ meeting, it must be a proper matter for consideration under Delaware law, the Trust’s governance documents and relevant Trust policies.

Principal Underwriter and Administrator

Northern Lights Distributors, LLC is the principal underwriter of the Fund. Ultimus Fund Solutions, LLC is the administrator of the Fund. The principal underwriter is located at 4221 North 203rd Street, Suite 100, Elkhorn, NE 68022. The administrator is located at 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on May 14, 2025

The Proxy Statement is available on the Internet at [https:// vote.proxyonline.com/ggmmacro/docs/2025specialmtg.pdf.

Reports to Shareholders and Financial Statements

The annual report and semi-annual report to Shareholders of the Fund, including financial statements of the Fund, have previously been sent to Fund Shareholders. To request a report for the Fund, please call 1-800-966-9991, write to the Fund at c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246, or visit www.ggmetf.com.

To avoid sending duplicate copies of materials to households, the Fund mails only one copy of each report to Shareholders having the same last name and address on the Fund’s records, unless the Fund has received contrary instructions from Shareholders.

If you want to receive multiple copies of these materials or request householding in the future, you may call the Fund at 1-800-966-9991. You may also notify the Fund in writing at c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246. Individual copies of prospectuses and reports will be sent to you within thirty (30) days after the transfer agent receives your request to stop householding.

VOTING INFORMATION

Voting Rights

Only Shareholders of record of a Fund at the close of business on March 14, 2025 (the “Record Date”) may vote. Shareholders of record on the Record Date are entitled to be present and to vote at the Meeting. Each share or fractional share is entitled to one vote or fraction thereof. The number of outstanding shares of the Fund, as of the close of business on the Record Date, is included in Appendix A to this Proxy Statement.

Each proxy solicited by the Board that is properly executed and returned in time to be voted at the Meeting will be voted at the Meeting in accordance with the instructions on the proxy. A validly executed proxy that does not state that it is irrevocable may be revoked at any time prior to its use by written notification received by the Trust’s Secretary, by the execution and delivery of a later-dated proxy, or by attending the Meeting and voting in person (merely attending the Meeting, however, will not revoke any previously submitted proxy). Any letter of revocation or later-dated proxy must be received by the Trust prior to the Meeting and must indicate your name and account number to be effective. A proxy purporting to be executed by or on behalf of a shareholder shall be deemed valid unless challenged at or prior to its exercise, with the burden of proving invalidity resting on the challenger. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy by the shareholder, whether by manual signature, typewriting, telegraphic transmission or otherwise.

Abstentions will be counted as present for purposes of determining whether a quorum is present and whether the proposals are approved by a “majority of the outstanding voting securities” under the Investment Company Act of 1940, as amended (the “1940 Act”). Broker non-votes and abstentions will be considered present for purposes of determining the existence of a quorum and the number of shares of the Fund represented at the Meeting, but they are not affirmative votes for any proposal. “Broker nonvotes” occur where: (i) shares are held by brokers or nominees, typically in “street name”; (ii) instructions have not been received from the beneficial owners or persons entitled to vote the shares; and (iii) the broker or nominee does not have discretionary voting power on a particular matter.

There are no dissenters’ rights of appraisal in connection with any vote to be taken at the Meeting.

Attending the Meeting

If you wish to attend the Meeting and vote in person, you will be able to do so. If you intend to attend the Meeting in person and you are a Shareholder of record of the Fund on the Record Date, in order to gain admission you may be asked to show photographic identification, such as your driver’s license. If you intend to attend the Meeting in person and you hold your shares through a broker, bank or other intermediary, in order to gain admission, you may be asked to show photographic identification, such as your driver’s license, and satisfactory proof of ownership of shares of the Fund, such as your voting instruction form (or a copy thereof) or broker’s statement indicating ownership as of a recent date. If you hold your shares in a brokerage account or through a bank or other intermediary, you will not be able to vote in person at the Meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other intermediary and present it at the Meeting. You may contact the Fund at 1-800-966-9991 to obtain directions to the site of the Meeting.

Quorum; Adjournment

The presence in person or by proxy of the holders of record of one-third percent (33 1/3%) of the outstanding shares entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at the Meeting, permitting action to be taken. The shares represented by a proxy that is properly executed and returned will be considered to be present at the Meeting. All properly executed proxies received in time for the Meeting will be treated as present for quorum. Abstentions will be treated as shares that are present but which have not been voted. Broker non-votes (defined under “Voting Rights”) will not be treated as present. Accordingly, abstentions and broker non-votes effectively will be a vote against the Proposals.

Whether or not a quorum is present, or represented at the Meeting, the Meeting may be adjourned from time to time by the vote of a majority of the shares represented at the Meeting, either in person or by proxy. In the event of an adjournment, no notice is required other than an announcement at the meeting at which adjournment is taken.

To assure the presence of a quorum at the Meeting, please promptly execute and return the enclosed proxy. A self-addressed, postage-paid envelope is enclosed for your convenience.

Should Shareholders require additional information regarding the proxy or replacement proxy cards, they may contact EQ Fund Solutions at 1-800-398-1247 (toll-free). Representatives are available Monday through Friday, 9:00 a.m. – 5:00 p.m. (Eastern Time).

Required Vote

Approval of the Proposals requires the affirmative vote of a “majority of the outstanding voting securities” of the Fund, which, under the 1940 Act, means an affirmative vote of the lesser of (a) 67% or more of the shares of the Fund present at the Meeting if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (b) more than 50% of the outstanding shares. The implementation of the Proposals is contingent upon the completion of the Transaction. If the Transaction is not completed, then the GGM Advisory Agreement and Prior Sub-Advisory Agreement would not be terminated and would remain in effect.

Approval of the Proposals will occur only if a sufficient number of votes at the Meeting are cast FOR each proposal. Abstentions and broker non-votes are not considered “votes cast” and, therefore, do not constitute a vote FOR. Abstentions and broker non-votes effectively result in a vote AGAINST and are disregarded in determining whether either Proposal has received enough votes. Shareholders are entitled to one vote for the Fund share. Fractional shares are entitled to proportional voting rights.

APPENDIX LIST

Appendix A

Shares Outstanding

Appendix B

Advisory Fee Rate

Appendix C

Advisory Fees and Other Fees Paid During Fiscal Year Ended August 31, 2024

Appendix D

Information Regarding Officers and Directors of Waverly

Appendix E

Principal Holders

As of March 14, 2025, the Record Date, the persons shown in the table below were known to the Fund to own, beneficially or of record, more than 5% of the outstanding shares of the Fund. The nature of ownership for each position listed is “of record.”

Appendix F

Form of the New Advisory Agreement

INVESTMENT ADVISORY AGREEMENT

Between

NORTHERN LIGHTS FUND TRUST II

and

GGM WEALTH ADVSIORS

AGREEMENT, made as of [___________], between NORTHERN LIGHTS FUND TRUST II, a Delaware statutory trust (the "Trust"), and Waverly Advisors, LLC, an Alabama limited liability company (the "Adviser"), located at 600 University Park Place, Suite 501, Birmingham, AL 35209.

RECITALS:

WHEREAS, the Trust is an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "Act");

WHEREAS, the Trust is authorized to issue shares of beneficial interest in separate series, each having its own investment objective or objectives, policies and limitations;

WHEREAS, the Trust offers shares in the series named on Appendix A hereto (such series, together with all other series subsequently established by the Trust and made subject to this Agreement in accordance with Section 1.3, being herein referred to as a "Fund," and collectively as the "Funds");

WHEREAS, the Adviser is or soon will be registered as an investment adviser under the Investment Advisers Act of 1940; and

WHEREAS, the Trust desires to retain the Adviser to render investment advisory services to the Trust with respect to the Fund in the manner and on the terms and conditions hereinafter set forth;

NOW, THEREFORE, the parties hereto agree as follows:

1. Services of the Adviser.

1.1 Investment Advisory Services. The Adviser shall act as the investment adviser to the Fund and, as such, shall (i) obtain and evaluate such information relating to the economy, industries, business, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund in a manner consistent with its investment objective(s), policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the Fund, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best price and execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers who provide the Adviser with research, analysis, advice and similar services and pay such brokers in return a higher commission than may be charged by other brokers.

       The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv).

The Adviser shall carry out its duties with respect to the Fund's investments in accordance with applicable law and the investment objectives, policies and restrictions set forth in the Fund's then-current Prospectus and Statement of Additional Information, and subject to such further limitations as the Trust may from time to time impose by written notice to the Adviser.

1.2 Administrative Services. The Trust has engaged the services of an administrator. The Adviser shall provide such additional administrative services as reasonably requested by the Board of Trustees or officers of the Trust; provided, that the Adviser shall not have any obligation to provide under this Agreement any direct or indirect services to Trust shareholders, any services related to the distribution of Trust shares, or any other services which are the subject of a separate agreement or arrangement between the Trust and the Adviser. Subject to the foregoing, in providing administrative services hereunder, the Adviser shall:

1.2.1 Office Space, Equipment and Facilities. Provide such office space, office equipment and office facilities as are adequate to fulfill the Adviser’s obligations hereunder.

1.2.2 Personnel. Provide, without remuneration from or other cost to the Trust, the services of individuals competent to perform the administrative functions which are not performed by employees or other agents engaged by the Trust or by the Adviser acting in some other capacity pursuant to a separate agreement or arrangement with the Trust.

1.2.3 Agents. Assist the Trust in selecting and coordinating the activities of the other agents engaged by the Trust, including the Trust's shareholder servicing agent, custodian, administrator, independent auditors and legal counsel.

1.2.4 Trustees and Officers. Authorize and permit the Adviser's directors, officers and employees who may be elected or appointed as Trustees or officers of the Trust to serve in such capacities, without remuneration from or other cost to the Trust.

1.2.5 Books and Records. Assure that all financial, accounting and other records required to be maintained and preserved by the Adviser on behalf of the Trust are maintained and preserved by it in accordance with applicable laws and regulations.

1.2.6 Reports and Filings. Assist in the preparation of (but not pay for) all periodic reports by the Fund to its shareholders and all reports and filings required to maintain the registration and qualification of the Funds and Fund shares, or to meet other regulatory or tax requirements applicable to the Fund, under federal and state securities and tax laws.

1.3 Additional Series. In the event that the Trust establishes one or more series after the effectiveness of this Agreement ("Additional Series"), Appendix A to this Agreement may be amended to make such

Additional Series subject to this Agreement upon the approval of the Board of Trustees of the Trust and the shareholder(s) of the Additional Series, in accordance with the provisions of the Act. The Trust or the Adviser may elect not to make any such series subject to this Agreement.

2. Expenses of the Fund.

2.1 Expenses to be Paid by Adviser. The Adviser shall pay all operating expenses of the Fund, including the compensation and expenses of any employees of the Fund and of any other persons rendering any services to the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by the Fund in connection with the organization and initial registration of shares of the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of the Fund’s shares, excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-1 under Investment Company Act of 1940, as amended (the “Act”); and all other operating expenses not specifically assumed by the Fund.

In the event that the Adviser pays or assumes any expenses of the Trust not required to be paid or assumed by the Adviser under this Agreement, the Adviser shall not be obligated hereby to pay or assume the same or any similar expense in the future; provided, that nothing herein contained shall be deemed to relieve the Adviser of any obligation to the Funds under any separate agreement or arrangement between the parties.

2.2 Expenses to be Paid by the Fund. Each Fund shall pay all brokerage fees and commissions, indirect costs of investing in other investment companies, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), and such extraordinary or non-recurring expenses as may arise, including litigation to which the Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. The Fund will also pay expenses that it is authorized to pay pursuant to Rule 12b-1 under the Act.

The Adviser may obtain reimbursement from the Fund, at such time or times as it may determine in its sole discretion, for any of the expenses advanced by the Adviser, which the Fund is obligated to pay, and such reimbursement shall not be considered to be part of the Adviser’s compensation pursuant to this Agreement.

3. Advisory Fee.

As compensation for all services rendered, facilities provided and expenses paid or assumed by the Adviser under this Agreement, the Fund shall pay the Adviser on the last day of each month, or as promptly as possible thereafter, a fee calculated by applying a monthly rate, based on an annual percentage

rate, to the Fund's average daily net assets for the month. The annual percentage rate applicable to the Fund is set forth in Appendix A to this Agreement, as it may be amended from time to time in accordance with Section 1.3 of this Agreement. If this Agreement shall be effective for only a portion of a month with respect to a Fund, the aforesaid fee shall be prorated for the portion of such month during which this Agreement is in effect for the Fund.

4. Proxy Voting.

The Adviser will vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund may be invested from time to time. Such proxies will be voted in a manner that you deem, in good faith, to be in the best interest of the Fund and in accordance with your proxy voting policy. You agree to provide a copy of your proxy voting policy to the Trust prior to the execution of this Agreement, and any amendments thereto promptly.

5. Records.

4.1 Tax Treatment. Both the Adviser and the Trust shall maintain, or arrange for others to maintain, the books and records of the Trust in such a manner that treats each Fund as a separate entity for federal income tax purposes.

4.2 Ownership. All records required to be maintained and preserved by the Trust pursuant to the provisions or rules or regulations of the Securities and Exchange Commission under Section 31(a) of the Act and maintained and preserved by the Adviser on behalf of the Trust are the property of the Trust and shall be surrendered by the Adviser promptly on request by the Trust; provided, that the Adviser may at its own expense make and retain copies of any such records.

6. Reports to Adviser.

The Trust shall furnish or otherwise make available to the Adviser such copies of the Fund's Prospectus, Statement of Additional Information, financial statements, proxy statements, reports and other information relating to its business and affairs as the Adviser may, at any time or from time to time, reasonably require in order to discharge its obligations under this Agreement.

7. Reports to the Trust.

The Adviser shall prepare and furnish to the Trust such reports, statistical data and other information in such form and at such intervals as the Trust may reasonably request.

8. Code of Ethics.

The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Adviser will provide to the Board of Trustees of the Trust a written report that describes any issues arising under the code of ethics since the last report to the Board of Trustees, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that

the Adviser has adopted procedures reasonably necessary to prevent "access persons" (as that term is defined in Rule 17j-1) from violating the code.

9. Retention of Sub-Adviser.

Subject to the Trust's obtaining the initial and periodic approvals required under Section 15 of the Act, the Adviser may retain one or more sub-advisers, at the Adviser's own cost and expense, for the purpose of managing the investments of the assets of one or more Funds of the Trust. Retention of one or more sub-advisers shall in no way reduce the responsibilities or obligations of the Adviser under this Agreement and the Adviser shall, subject to Section 11 of this Agreement, be responsible to the Trust for all acts or omissions of any sub-adviser in connection with the performance of the Adviser's duties hereunder.

10. Services to Other Clients.

Nothing herein contained shall limit the freedom of the Adviser or any affiliated person of the Adviser to render investment management and administrative services to other investment companies, to act as investment adviser or investment counselor to other persons, firms or corporations, or to engage in other business activities.

11. Limitation of Liability of Adviser and its Personnel.

Neither the Adviser nor any director, manager, officer or employee of the Adviser performing services for the Trust at the direction or request of the Adviser in connection with the Adviser's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with any matter to which this Agreement relates, and the Adviser shall not be responsible for any action of the Trustees of the Trust in following or declining to follow any advice or recommendation of the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement; PROVIDED, that nothing herein contained shall be construed (i) to protect the Adviser against any liability to the Trust or its shareholders to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Adviser's duties, or by reason of the Adviser's reckless disregard of its obligations and duties under this Agreement, or (ii) to protect any director, manager, officer or employee of the Adviser who is or was a Trustee or officer of the Trust against any liability of the Trust or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

12. Effect of Agreement.

Nothing herein contained shall be deemed to require the Trust to take any action contrary to its Declaration of Trust or its By-Laws or any applicable law, regulation or order to which it is subject or by which it is bound, or to relieve or deprive the Trustees of the Trust of their responsibility for and control of the conduct of the business and affairs of the Trust.

13. Term of Agreement.

       The term of this Agreement shall begin as of the date and year upon which the Fund listed on Appendix A commences investment operations, and unless sooner terminated as hereinafter provided, this Agreement shall remain in effect for a period of two years. Thereafter, this Agreement shall continue in effect with respect to each Fund from year to year, subject to the termination provisions and all other terms and conditions hereof; PROVIDED, such continuance with respect to a Fund is approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Fund or by the Trustees of the Trust; PROVIDED, that in either event such continuance is also approved annually by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto. The Adviser shall furnish to the Trust, promptly upon its request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof.

14. Amendment or Assignment of Agreement.

Any amendment to this Agreement shall be in writing signed by the parties hereto; PROVIDED, that no such amendment shall be effective unless authorized (i) by resolution of the Trustees of the Trust, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, and (ii) by vote of a majority of the outstanding voting securities of the Fund affected by such amendment as required by applicable law. This Agreement shall terminate automatically and immediately in the event of its assignment.

15. Termination of Agreement.

This Agreement may be terminated as to any Fund at any time by either party hereto, without the payment of any penalty, upon sixty (60) days' prior written notice to the other party; PROVIDED, that in the case of termination by any Fund, such action shall have been authorized (i) by resolution of the Trust's Board of Trustees, including the vote or written consent of Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, or (ii) by vote of majority of the outstanding voting securities of the Fund.

16. Use of Name.

The Trust is named the Northern Lights Fund Trust II and each Fund may be identified, in part, by the name "Northern Lights."

17. Declaration of Trust.

The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust's Declaration of Trust and agrees that the obligations assumed by the Trust or a Fund, as the case may be, pursuant to this Agreement shall be limited in all cases to the Trust or a Fund, as the case may be, and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Trust. In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee. The Adviser understands that the rights and obligations of any Fund under the Declaration of Trust are separate and distinct from those of any and all other Funds. The Adviser further understands and agrees that no Fund of the Trust shall be liable for any claims against any other Fund of the Trust and that the Adviser must look solely to the assets of the pertinent Fund of the Trust for the enforcement or satisfaction of any claims against the Trust with respect to that Fund.

18. Confidentiality.

The Adviser agrees to treat all records and other information relating to the Trust and the securities holdings of the Funds as confidential and shall not disclose any such records or information to any other person unless (i) the Board of Trustees of the Trust has approved the disclosure or (ii) such disclosure is compelled by law. In addition, the Adviser and the Adviser's officers, directors and employees are prohibited from receiving compensation or other consideration, for themselves or on behalf of the Fund, as a result of disclosing the Fund's portfolio holdings. The Adviser agrees that, consistent with the Adviser's Code of Ethics, neither the Adviser nor the Adviser's officers, directors, members or employees may engage in personal securities transactions based on nonpublic information about a Fund's portfolio holdings.

19. This Agreement shall be governed and construed in accordance with the laws of the State of New York.

20. Interpretation and Definition of Terms.

Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Act shall be resolved by reference to such term or provision of the Act and to interpretation thereof, if any, by the United States courts, or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the Securities and Exchange Commission validly issued pursuant to the Act. Specifically, the terms "vote of a majority of the outstanding voting securities," "interested persons," "assignment" and "affiliated person," as used in this Agreement shall have the meanings assigned to them by Section 2(a) of the Act. In addition, when the effect of a requirement of the Act reflected in any provision of this Agreement is modified, interpreted or relaxed by a rule, regulation or order of the Securities and Exchange Commission, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

21. Captions.

The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

22. Execution in Counterparts.

This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date and year first above written.

NORTHERN LIGHTS FUND TRUST II

By:

Name: Kevin Wolf

Title: President

WAVERLY ADVISORS, LLC

By:

Name:

Title:

NORTHERN LIGHTS FUND TRUST II

INVESTMENT ADVISORY AGREEMENT

APPENDIX A

Appendix G

Form of the New Sub-Advisory Agreement

PENSERRA CAPITAL MANAGEMENT LLC SUB-ADVISORY AGREEMENT

Sub-Advisory Agreement (this “Agreement”) entered into as of the XX day of XX, 2025, by and between Waverly Advisors, LLC, a limited liability company with its principal place of business located at 600 University Park Place, Suite 501, Birmingham, AL 35209 (the “Adviser”), and Penserra Capital Management LLC, a registered investment advisor organized under the laws of the State of New York (the “Sub-Adviser”).

WHEREAS, Northern Lights Fund Trust II, a Delaware statutory trust (the “Trust”), is an open-end management investment company, registered as such under the Investment Company Act of 1940 (the “1940 Act”);

WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”);

WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated [_____________] (the “Advisory Agreement”) with the Trust, relating to the provision of portfolio management services to each series listed on Schedule A hereto (each a “Fund”);

WHEREAS, the Advisory Agreement provides that the Adviser may delegate any or all of its portfolio management responsibilities under the Advisory Agreement to one or more sub-advisers;

WHEREAS, the Adviser and the Trust desire to retain the Sub-Adviser to render portfolio management services to the Fund in the manner and on the terms set forth in this Agreement, and the Sub-Adviser is willing to provide such services.

NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, the parties hereto agree as follows:

2.                   Sub-Advisory Services.

Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.”

For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

all respects, or any other applicable exemptive rules or orders applicable to the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser will not effect any transaction with a broker or dealer that is an “affiliated person” (as defined under the 1940 Act) of the Sub-Adviser or the Adviser without the prior approval of the Adviser. The Adviser shall provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the Adviser.

3.                   Representations and Warranties of the Parties

4.                   Obligations of the Adviser.

During the term of this Agreement, the Sub-Adviser shall not use the Adviser’s name or the Trust’s name without the prior consent of the Adviser.

the Trust who are not interested persons of the Trust, either of the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval;

Waverly Advisors, LLC

By:                                  

Name:

Title:

Penserra Capital Management LLC

By:                                  

Name: Dustin Lewellyn

Title:

Chief Investment Officer

Schedule A

Funds(s)

GGM Macro Alignment ETF

Schedule B

Sub-advisory Fees

0.05% on the first $100 million in net assets

0.04% on the next $400 million in net assets

0.03% on the next $500 million in net assets; and

0.02% on aggregate net assets in excess of $1 billion

Subject to an annual minimum fee of $20,000

Appendix H

Sub-Advisory Fee Rates

As compensation for the sub-advisory services it provides to the Fund, the Adviser will pay the Sub-Adviser a fee, computed daily, at an annual rate based on the greater of (1) the Minimum Sub-Advisory Fee or (2) the average daily net assets of the Fund in accordance with the following fee schedule (the “Asset-Based Sub-Advisory Fee”), if the Asset-Based Sub-Advisory Fee exceeds the Minimum Sub-Advisory Fee:

Annual Minimum Sub-Advisory Fee: $20,000

Appendix I

Sub-Advisory Fees and Other Fees Paid During Fiscal Year Ended August 31, 2024

Appendix J

Information Regarding Officers and Directors of Penserra