SecProbe.io

CORRESP
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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

July 3, 2023

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Scott Lee and Asen Parachkevov

    Re:

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

    Preliminary Proxy Statement pursuant to Section
    14(a) of the Securities Exchange Act of 1934, filed on June 20, 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 WebEx on June 29, 2023
(the “Comments”), relating to the Preliminary Proxy Statement on Schedule 14A filed on June 20, 2023 regarding the Al Frank
Fund (the “Fund”), a series of the Trust. A revised proxy statement reflecting these changes will be filed subsequent to this
correspondence. Capitalized terms used and not defined herein have the meanings given to them in the Preliminary Proxy Statement.

General Comments

Comment #1

The Staff requests the following:

 A. Please respond to all comments in writing, addressed to Mr. Lee and filed as correspondence on EDGAR prior
to effectiveness of the filing.

 B. Please remove all brackets and fill in all blanks.

 C. We remind you that the Registrant and its management are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

    Alston & Bird LLP
    www.alston.com

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

July 3, 2023

Page 2

 D. When a comment applies to disclosure that appears elsewhere in the proxy statement please make corresponding
changes in each place such disclosure appears.

Response #1

The Registrant acknowledges
the comments and will make all necessary conforming changes as requested.

Shareholder Letter

Comment #2

Please confirm the date
that the Proxy Statement will be mailed to shareholders.

Response #2

The Registrant confirms
that the date of the Proxy Statement is expected to be July 17, 2023, and that the Proxy Statement will be mailed to shareholders on or
about July, 20, 2023.

Comment #3

Reference is made to the
URL in the second to last paragraph of the Shareholder Letter. The staff notes that this link currently does not work. Please confirm
that the website will be live when the Proxy Statement is sent to shareholders.

Response #3

The Registrant confirms
that the link will be live when the Proxy Statement is sent to shareholders.

Q&A

Comment #4

Reference is made to the
second paragraph of the Q&A “Why is the Board recommending that I approve the Proposal?” For clarity, please consider
making this paragraph a separate Q&A addressing what will happen if shareholders do not approve the new advisory agreement.

Response #4

The Registrant will make
the requested change.

Comment #5

Reference is made to the
Q&A “Will my Fund pay for this proxy solicitation or for the costs of the Transaction?” Please state the anticipated costs
of the solicitation in this Q&A.

Response #5

The Registrant will make
the requested change.

July 3, 2023

Page 3

Proxy Statement –
Board Considerations

Board Approval of the Investment Advisory
Agreement – Factors Considered in Approving the Advisory Agreement

Comment #6

Reference is made to the
first sentence of second paragraph of the section “Board Approval of the Investment Advisory Agreement – Factors Considered
in Approving the Advisory Agreement” which states “In their deliberations, the Board considered the factors discussed below,
among others” (emphasis added). What other factors were considered by the Board? Please disclose or point to these
factors in the discussion that follows this paragraph.

Response #6

The Registrant confirms
that the factors considered by the Board are those disclosed in the paragraphs following the referenced sentence. Accordingly, “among
others” has been deleted and the sentence revised to read as follows: “In its deliberations, the Board considered the factors
discussed below.”

***

If you have any further
questions, comments or informational requests relating to this matter, please do not hesitate to contact David J. Baum at (202) 239-3346
or Mustafa Almusawi at (202) 239-3176.

Sincerely,

/s/ David J. Baum

David J. Baum