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The Atlantic Building

950 F Street, NW

Washington, DC 20004-1404

202-239-3300 | Fax: 202-239-3333

     David J. Baum
    Direct Dial:  202-239-3346
    Email:  David.Baum@alston.com

March 31, 2023

VIA E-mail and EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Timothy Worthington, Esq.

    Re:

    Northern Lights Fund Trust II (the “Trust”
    or “Registrant”)

    Post-Effective Amendment No. 536 to the Trust’s
    Registration Statement on Form N-1A, filed on January 18, 2023

    File Numbers 333-174926, 811-22549

Ladies and Gentlemen:

This letter is in response
to the comments provided by the staff of the U.S. Securities and Exchange Commission (the “Staff”) via telephone on March
6, 2023 (the “Comments”), relating to Post-Effective Amendment No. 536 (“PEA No. 536”) to the Trust’s Registration
Statement on Form N-1A filed on January 18, 2023, regarding the Beacon Tactical Risk ETF (the “Tactical Risk Fund”) and the
Beacon Selective Risk ETF (the “Selective Risk Fund” and together with the Tactical Risk Fund, the “Funds”), each
a series of the Trust. The prospectus (the “Prospectus”) and statement of additional information (“SAI,” and together
with the Prospectus, the “Documents”) contained in the Registration Statement will be updated in response to the Staff’s
Comments and a revised post-effective amendment to the Registration Statement reflecting these changes will be filed subsequent to this
correspondence.

General Comments

Comment #1

The Staff provides the
following standard comments:

a.
Where a comment is made in one location it is applicable to all similar disclosures appearing elsewhere in the same registration
statement.

 b. The Staff reminds the Registrant that the company and its management are responsible for the accuracy
and adequacy of its disclosures not withstanding any review, comments, action or absence of action by the Staff.

    Alston & Bird LLP
      www.alston.com

_______________________________________________________________________________________________________________________________

Atlanta | Beijing | Brussels | Charlotte | Dallas | Los Angeles | New York
| Research Triangle | San Francisco | Silicon Valley | Washington, D.C.

    March 31, 2023
 Page 2

 c. The Staff asks the Registrant to please file the responses to comments on Edgar at least 5 days in advance
of the effectiveness.

Response #1

The Registrant acknowledges
the Staff’s comments above and will respond as requested.

Prospectus

BEACON TACTICAL RISK ETF

Summary Section – Fees and Expenses
of the Fund

Comment #2

Please provide the fee
table supplementally for the staff’s review as we may have additional comments.

Response #2

Please see the fee table
below:

Fees and Expenses of the Fund. This table describes
the fees and expenses that you may pay if you buy, hold and sell shares of the Tactical Risk Fund. You may pay other fees, such as brokerage
commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

    Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

    Management Fees
    0.65%

    Other Expenses(1)
    1.61%

    Acquired Fund Fees and Expenses(2)
    0.10%

    Total Annual Fund Operating Expenses
    2.36%

    Fee Waiver and Expense Reimbursements(3)
    (1.26%)

    Total Annual Fund Operating Expenses after

Fee Waiver and Expense Reimbursements
    1.10%

 (1) Estimated for the
current fiscal year.

 (2) This number represents
the combined total fees and operating expenses of the Acquired Funds owned by the Tactical Risk Fund and is not a direct expense incurred
by the Tactical Risk Fund or deducted from the Tactical Risk Fund assets.

 (3) Pursuant to an operating
expense limitation agreement between Beacon Capital Management, Inc. (the “Adviser”) and the Trust, on behalf of the Tactical
Risk Fund, the Adviser has agreed to waive its fees and/or absorb expenses of the Tactical Risk Fund to ensure that Total Annual Fund
Operating Expenses for the Tactical Risk Fund (excluding any brokerage fees and commissions, acquired fund fees and expenses, borrowing
costs (such as interest and dividend expense on securities sold short) and extraordinary expenses do not exceed 1.00% of the Tactical
Risk Fund’s average net assets through June 30, 2024. This operating expense limitation agreement can be terminated only by, or
with the consent of, the Board of Trustees of the Trust. The Adviser is permitted to receive reimbursement from the Tactical Risk Fund
for fees it waived and Fund expenses it paid, subject to the limitation that (1) the reimbursement for fees and expenses will be made
only if payable within three

    March 31, 2023
 Page 3

years from the date the fees and
expenses were initially waived or reimbursed and (2) the reimbursement may not be made if it would cause the expense limitation in effect
at the time of the waiver or currently in effect, whichever is lower, to be exceeded.

Example. This Example is intended to help you compare
the cost of investing in the Tactical Risk Fund with the cost of investing in other mutual funds. The Example assumes that you invest
$10,000 in the Tactical Risk Fund for the time periods indicated and then sell all of your shares at the end of those periods. The Example
also assumes that your investment has a 5% return each year and that the Tactical Risk Fund’s operating expenses remain the same.
The fee waiver/expense reimbursement arrangement discussed in the table above is reflected only through June 30, 2024. Although your actual
costs may be higher or lower, based on these assumptions, your costs would be:

    One Year
    Three Years

    $112
    $487

Comment #3

Please confirm supplementally
that the fee table excludes any fees charged for the purchase and redemption of creation units.

Response #3

The Registrant confirms
that the fee table excludes any fees charged for the purchase and redemption of creation units.

Comment #4

The Staff notes that footnote
2 contains a reference to the “General Conservative Investment Fund.” Please correct the reference or explain the relationship.

Response #4

The Registrant has corrected
the footnote 2 to reference the Tactical Risk Fund.

Comment #5

The Staff notes that in
the discussion in footnote 3 of the expenses excluded from reimbursement under the expense limitation agreement, it references front-end
or contingent deferred sales loads. As there are not any such fees, why are they included here?

Response #5

The Registrant has struck
the reference front-end or contingent deferred sales loads.

Comment #6

Please confirm supplementally
that the expense limitation agreement will remain in effect for at least one year from date of prospectus.

Response #6

    March 31, 2023
 Page 4

The Registrant confirms
that the expense limitation agreement will remain in effect for at least one year from date of prospectus.

Summary Section – Principal Investment
Strategies

Comment #7

In the first paragraph, please
clarify that the Tactical Risk Fund is an actively managed ETF and that it can engage in active trading.

Response #7

The Registrant has revised the
disclosure as requested to clarify that the Tactical Risk Fund is an actively managed ETF and that it can engage in active trading. Please
see the revised disclosure below:

Principal Investment Strategies. The Tactical
Risk Fund is an actively managed exchange-traded fund (“ETF”)
that may engage in active trading.  The Tactical Risk
Fund will use a “fund of funds” approach, and seeks to achieve its investment objective by investing in the shares of market
sector exchange-traded funds (each an “Underlying Sector ETF” and, collectively, the “Underlying Sector ETFs”).
Each Underlying Sector ETF is an “index fund” that invests in the equity securities of companies in a particular U.S
market sector or group of industries. The objective of each Underlying Sector ETF is to track its respective underlying sector
index by replicating the securities in the underlying sector index.

Under normal market conditions, the Tactical Risk
Fund will invest substantially all of its assets in Underlying Sector ETFs with an equal weighting across 11 different U.S.
market sectors – Communication Services, Consumer Discretionary, Consumer Staples, Energy, Financials, Health Care, Industrials,
Information Technology, Materials, Real Estate and Utilities. The Tactical
Risk Fund intends to invest in one ETF for each market sector. The 11 sector ETFs are equally weighted as the first line of defense to
maximize diversification so that no single sector can swing performance dramatically in one direction or the other.

When
selecting Underlying Sector ETFs, the Adviser searches for sector ETFs that have low expenses, minimal tracking error to the underlying
indexes, and sufficient liquidity. The Underlying Sector ETFs are unaffiliated with the Adviser, and invest solely in U.S.-based issuers.
The market capitalization of the underlying portfolio securities of the Underlying Sector ETFs vary and have no limit. Each Underlying
Sector ETF varies in composition and may either be diversified or non-diversified. The number of portfolio companies in each of the Underlying
Sector ETFs generally ranges from a lower-end of approximately 100 portfolio companies to a higher-end of approximately 400 portfolio
companies.

The Tactical Risk Fund also employs a strategy
that attempts to minimize losses in volatile markets by monitoring the Underlying Sector ETFs as a group.
When performance of that group falls by 10% from its high-water mark as measured  using the Adviser’s internal equally
weighted benchmark portfolio of the Underlying

    March 31, 2023
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Sector ETFs (the “Benchmark Portfolio”).
When performance of that group falls by 10% from its high-water mark as measured using the Benchmark Portfolio, a stop loss
is triggered, and all of the Underlying Sector ETFs are sold and the proceeds invested in fixed income ETFs – either in
a single short-term bond ETF or equally across a short-term
bond ETF, an intermediate-term bond ETF and a long-term bond ETF, or in a single
short-term bond ETF (each an “Underlying Fixed Income ETF” and, collectively, the “Underlying Fixed Income
ETFs”) as discussed in more detail below. When performance
of the Benchmark Portfolio rises within a range of 15% to 25% from its low watermark, the Tactical Risk Fund will liquidate all of the
Underlying Fixed Income ETFs and re-invest in the Underlying Sector ETFs with an equal weighting across the 11 market sectors. The
Benchmark Portfolio and the Tactical Risk Fund’s portfolio are substantially similar but differ in that (i) the  Fund’s
portfolio holds cash for both fees and dividends paid, while the Benchmark portfolio only holds cash for dividends paid; and (ii) the
Fund’s Portfolio and Benchmark Portfolio are both rebalanced when they are materially out of alignment with the target allocation,
but the Benchmark Portfolio is also rebalanced semi-annually.

When
selecting Underlying Fixed Income ETFs, the Adviser searches for fixed income ETFs that have low expenses, minimal tracking error to the
underlying indexes, and sufficient liquidity. The Underlying Fixed Income ETFs are unaffiliated with the Adviser, and invest in medium
and larger issues of U.S. government, investment-grade corporate, and investment-grade international dollar-denominated bonds. The Underlying
Fixed Income ETFs generally seek to maintain a dollar-weighted average maturity and average duration consistent with the respective short-term
bond, intermediate-term bond and long-term bond indices they track. Maturities of bonds held by the Underlying Fixed Income ETFs generally
are 1 year or greater with average maturities generally ranging from approximately 3 years on the low-end to 23 years on the higher end.

When the Tactical Risk Fund is invested in Underlying
Fixed Income ETFs, the Adviser monitors daily, an internal equally weighted a
benchmark portfolio of fixed income index benchmarks that represent index
that represents short-term bonds, intermediate-term bonds and long-term bonds (the “
(the “2.0 Fixed Income Benchmark Portfolio”).
When the to determine whether to be invested equally across
three Underlying Fixed Income ETFs representing short-term bonds, intermediate-term bonds and long-term bonds, respectively, or to be
invested in a single ETF representing short-term bonds. When the Tactical Risk Fund initially sells out of the Underlying Sector ETFs,
it will invest equally across a short-term bond ETF, an intermediate-term bond ETF and a long-term bond ETF. However, when the 2.0 Fixed
Income Benchmark Portfolio reaches its highest value and then drops 4% from the high watermark, the Adviser will sell out of the underlying
intermediate-term bond ETF and long-term bond ETF.  The proceeds from the liquidation will then be invested in a
single short-term bond ETF.  This 100% short-term fixed income allocation is maintained until a buy trigger is initiated.
The to move back to an equal weighting across a short-term
bond ETF, an intermediate-term bond ETF and a long-term bond ETF .  This buy trigger is also
based on the performance of the 2.0 Fixed Income
Benchmark Portfolio, however, unlike the sell trigger, the buy trigger has a

    March 31, 2023
 Page 6

range of initiation.  The buy trigger
can range from a gain of 6% to 16% from the 2.0 Fixed Income Benchmark
Portfolio’s low-water mark. Once a buy trigger is initiated, the Underlying Fixed Income ETFs will be re-allocated in the short-term
bond ETF, an intermediate-term bond ETF and a long-term bond ETF with equal weighting.

The
Trading Sub-Adviser is responsible for executing portfolio transactions and implementing the Adviser's decisions for the Fund.

Comment #8

In the second paragraph, please clarify if the Tactical
Risk Fund intends to invest in only one ETF in each of the 11 underlying market sectors.

Response #8

The Registrant has revised
the disclosure in response to the comment. Please see revisions in the response to Comment #7 above.

Comment #9

In the second paragraph,
please give a range of the number of portfolio companies in the underlying sector ETFs, which can be for each such ETF or the smallest
and largest, to give a sense of how broad exposure is.

Response #9

The Registrant has revised
the disclosure in response to the comment. Please see revisions in the response to Comment #7 above.

Comment #10

In the third paragraph, please
clarify any differences between the Benchmark Portfolio and the actual portfolio of the Tactical Risk Fund.

Response #10

The Registrant has revised the disclosure in
response to the comment. Please see revisions in the response to Comment #7 above.

Comment #11

In the third paragraph,
please disclose how the Adviser will determine which Underlying Sector ETFs in which to invest.

Response #11

The Registrant has revised
the disclosure in response to the comment. Please see revisions in the response to Comment #7 above.

Comment #12

    March 31, 2023
 Page 7

In the third paragraph, please clarify whether the
Underlying Sector ETFs are affiliated or unaffiliated with the Adviser. If affiliated, will the Adviser waive any duplicative fees?

Response #12

Beacon Capital Management,
Inc. (the “Adviser”) has confirmed to the Registrant that the Underlying Sector ETFs are not affiliated with the Adviser The
Registrant has clarified the accordingly. Please see revisions in the response to Comment #7 above.

Comment #13

Other than market sector, will the Underlying Sector
ETFs be focused in any way (e.g., geographic)?

Response #13

The Registrant confirms
that the Underlying Sector ETFs invest solely in U.S.-based issuers. The Registrant has revised the disclosure accordingly. Please see
r