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

August 16, 2024

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Seamus O’Brien

Christina DiAngelo Fettig

    Re:

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

    The Trust’s Registration Statement on Form
    N-14, filed on June 25, 2024

    File Numbers 333-280465; 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 video-call (the “Comments”)
on July 16 and 22, 2024, relating to the Trust’s Registration Statement on Form N-14 filed June 25, 2024, regarding the reorganization
(the “Reorganization”) of the Essential 40 Stock Fund, a series of the Trust (the “Target Fund”), into the Essential
40 Stock ETF, a series of the Trust (the “Acquiring Fund” and together with the Target Fund, the “Funds”). A revised
pre-effective amendment (“Pre-Eff. No. 2”) to the Registration Statement reflecting these changes was filed contemporaneously
with this correspondence. Defined terms used and not defined herein have the meanings given to them in the Registration Statement.

 I. Legal Examiner’s Comments

General

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.

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 b. We note that portions of the registration statement are incomplete. Please fill in all bracketed language and any placeholders and
refresh all tables of content prior to effectiveness.

 c. The Acquiring Fund ticker symbol is not present on EDGAR. Please confirm update of EDGAR with current ticker symbol.

 d. Per the N-14/A, please confirm the proposed date of acceleration/effectiveness.

Response #1

 a. The Registrant acknowledges the Staff’s comment and will address as requested.

 b. The Registrant acknowledges the Staff’s comment and will address as requested.

 c. The Registrant will confirm and update on EDGAR with the ticker symbol for the Acquiring Fund.

 d. The Registrant requests that Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement
on N-14 be accelerated so that it is effective on August 23, 2024, or as soon as practicable thereafter.

Questions and Answers

Comment #2

Under the “Questions
and Answers” section on page ix of the Prospectus, under the question “Are there other benefits that I will experience as
a shareholder of the Acquiring Fund?”, it is noted that “The Acquiring Fund will cost less to operate relative to the Target
Fund. This is because there are expenses that the Target Fund incurs as part of its operations that the Acquiring Fund will not need to
incur, including per-account transfer agency fees, shareholder servicing fees, state registration fees and certain custody-related expenses.”
Please reconcile this with prior statements that the Funds have the same net expense ratio.

Response #2

The Registrant notes that
the Acquiring Fund will have a lower gross net expense ratio and the same net expense ratio as the Target Fund. The Registrant revised
the disclosure throughout the N-14 accordingly.

Comment #3

Regarding the same language
noted in the previous comment, Class I shares of the Target Fund do not have shareholder servicing fees (no 12b-1 charges). Please reconcile
disclosures.

Response #3

The Registrant has deleted
the reference to shareholder servicing fees. Please also see the response to Comment #2 above.

Comment #4

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       Under
the “Questions and Answers” section on page ix of the Prospectus, under the question “Who will pay the costs in connection
with the Reorganization?”, it is noted that “for certain expenses… the Target Fund and the Acquiring Fund will first
pay the costs associated with the Reorganization, but KKM will offset these costs through fee waivers or expense reimbursements.”
Please disclose if KKM has the ability to recoup such waivers and the terms of such waivers.

Response #4

The Registrant has revised
the disclosure to reflect that KKM will bear the costs of the Reorganization. Such costs will not be first borne by the Funds and, therefore,
will not be reimbursed by KMM or subject to reimbursement.

Information Statement/Prospectus

Comment #5

The second paragraph on
page 3 of the Prospectus addresses the Statement of Additional Information and notes that “this Statement of Additional Information
also is incorporated herein by reference and is legally deemed to be part of this Information Statement/Prospectus. Please hyperlink documents
that are incorporated by reference.

Response #5

The Registrant acknowledges
the comment and will hyperlink documents that are incorporated by reference.

Summary

Comment #6

In the Summary section,
under the answer to the question “Who will bear the costs associated with the Reorganization?”, please disclose what these
costs are estimated to be.

Response #6

The Registrant expects
the cost of the Reorganization to be approximately $100,00 and has updated the disclosure accordingly.

Comment #7

In regard to the “Acquiring
Fund” column in the “Investment Strategies” table on pages 4-5 of the Prospectus, it is noted that “the Fund is
an actively-managed exchange-traded fund (“ETF”) that normally invests at least 80% of its net assets (plus any borrowings
for investment purposes) in the common stocks of companies that comprise the Essential 40 Stock Index™ (the “Index”),
which measures the investment return of the equity securities of forty blue-chip U.S companies.” Please confirm this disclosure
language is contained in the Acquiring Fund’s Summary Prospectus and further confirm the filling and date such disclosure was added.

Response #7

The Registrant confirms
that the referenced language is contained in the Acquiring Fund’s summary prospectus. Such language was added to the Acquiring Fund’s
prospectus in

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Post-Effective Amendment No. 578 to the Trust’s
Registration Statement on Form N-1A (333-174926) filed on August 16, 2024.

Comment #8

In the Summary section,
under the answer to the question “How will the Reorganization affect my fees and expenses?”, it is noted that “following
the Reorganization, the Acquiring Fund will have the same net expense ratio as Class I shares of the Target Fund.” Please disclose
details regarding current Class A shares of the Target, if any. Additionally, please note if any class A shares are going to be converted
into Class I immediately prior to the closing date. If previously inactive, please confirm supplementally the date on which the class
A contract/shares went inactive.

Response #8

The Registrant confirms
that outstanding Class A shares converted to Class I shares on November 1, 2017. Class A shares have not been offered since that date.

Comparison of Some Important Features
of the Funds

Comment #9

In regard to the “Shareholder
Fees” table on page 14 of the Prospectus, under the “Comparison of Some Important Features of the Funds” section, please
explain supplementally why moving from an advisory fee with a conventional management fee to a unitary fee is not a materially different
contract requiring shareholder approval under rule 17a-8.

Response #9

The Registrant confirms
that the Acquiring Fund and Target Fund have the same fee structure – each has a conventional management fee. The Acquiring Fund
will not have a unitary fee.

Comment #10

Footnote 2 of the same
table noted in the previous comment states that “pursuant to an operating expense limitation agreement between KKM Financial LLC
(the “Adviser”) and the Target Fund, the Adviser has agreed to waive its fees and/or absorb expenses of the Target Fund to
ensure that Total Annual Fund Operating Expenses (excluding any front-end or contingent deferred loads, brokerage fees and commissions,
acquired fund fees and expenses, borrowing costs (such as interest and dividend expense on securities sold short), taxes and extraordinary
expenses such as litigation) for the Target Fund do not exceed 0.70% of the Fund’s average net assets for Class I shares through
September 30, 2024.” Please explain supplementally the 71 basis points net expense ratio for both Funds.

Response #10

The Registrant notes that,
as of the Target Fund’s May 31, 2024 fiscal year end, “other expenses” for the Target Fund are 55 basis points. Accordingly,
the Registrant estimates that “other expenses” for the Acquiring Fund will be 50 basis points for its first fiscal year. The
disclosure has been updated accordingly.

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Fees composing “other
expenses” for the Target Fund and Acquiring Fund at current asset levels of the Target Fund are expected to be relatively the same
for core accounting/fund administration, legal, audit, CCO, Trustee and registration fees.  The primary difference in fees between
the Funds are lower TA fees for the Acquiring Fund vs. the Target Fund as the Acquiring Fund is not subject to blue sky expenses and individual
shareholder account transaction charges. This is slightly offset in the Acquiring Fund by ETF specific charges covering exchange listing
fees and basket services. Altogether, however, “other expenses” for the Acquiring Fund are anticpated to be 5 bps less than
those of the Target Fund.

Information about the Reorganization

Comment #11

Under the “Information
about the Reorganization Section”, the first bullet point on page 24 notes that “current shareholders of the Target Fund will
be subject to the same net expense ratio in the Acquiring Fund. Following the Reorganization, the Acquiring Fund will have the same net
expense ratio as the Target Fund.” Please also disclose that the Funds have the same gross expense ratios, waiver ratios, and that
the ability to recoup is the same.

Response #11

The Registrant has revised
the disclosure in response to the comment. See also response to Comment #2 above.

Comment #12

Under the “Information
about the Reorganization Section”, the fourth bullet point on page 25 notes that “the costs of the Reorganization, as set
forth in the Plan, will be borne by KKM”. This does not appear to be consistent with earlier statements that Shareholders bear the
costs of which KKM provides fee reimbursement. Please clarify the disclosure.

Response #12

The Registrant confirms
that KKM will bear the costs of the Reorganization and has revised the disclosure elsewhere in the Information Statement/Prospectus accordingly.
Please also see the response to Comments #4 and #6 above.

Comment #13

Please confirm supplementally
that the Registration Statement will not be sold on until after the merger is consummated.

Response #13

	The Registrant confirms that the Acquiring
Fund will not be sold pursuant to its prospectus until after the reorganization with the Target Fund has been consummated.

 II. Staff Accountant’s Comments

Shareholder Letter

Comment #1

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       With
regard to the first item entitled “Same Net Expenses” on the list provided on page iii, please also compare gross expenses
when comparing net expenses. Please also undertake to do this throughout the document wherever this or similar disclosures appear.

Response #1

The Registrant has revised
the disclosure throughout the Registration Statement in response to the comment. See also the response to Legal Examiner Comment #2 above.

Comment #2

The second item entitled
“Lower Cost of Operation” on the list provided on page iii notes that “[t]he Acquiring Fund will cost less to operate
relative to the Target Fund.” This does not appear to be the case when looking at the comparative fee tables; the comparative fee
tables are showing the same expenses. Please explain.

Response #2

The Registrant notes that
gross expenses for Acquiring Fund will be less than those for the Target Fund while net expenses for the Acquiring Fund and Target Fund
will be the same. The Registrant has updated the disclosure throughout the N-14 where appropriate. See also the response Legal Examiner
Comments #2, #3 and #10 above.

Questions and Answers

Comment #3

The last Q&A on page
viii, which addresses the question “will the fees and expenses of the Acquiring Fund be the same as the fees and expenses of the
Target Fund?”, notes that the “Acquiring Fund will have the same net expense ratio as the Target Fund.” Please use “is
expected to” rather than “will have” in this answer to be consistent with your earlier disclosures. Where comparing
net expenses, please also compare gross expenses.

Response #3

The Registrant has revised
the disclosure in response to the comment.

Comment #4

Regarding the last Q&A
on page x which addresses the question “who will pay the costs in connection with the reorganization”, please disclose if
this is the allocation of costs whether or not the reorganization is consummated.

Response #4

The Registrant notes that
the Adviser will bear the costs of the Reorganization whether or not it is consummated. The disclosure has been updated accordingly.

Information Statement/Prospectus

Comment #5

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       With
regard to the hyperlinked annual and semi-annual report to shareholders, please keep timing in mind as the November 30, 2023 financials
go stale on August 1, 2024.

Response #5

The Registrant is filing
after August 1, 2024, and, therefore, has incorporated the Target Fund’s audited financial statements as of May 31, 2024, as contained
in its annual report to shareholders dated May 31, 2024, filed on Aug. 7, 2024.

Comparison of Some Important Features
of the Funds

Comment #6

The disclosure immediately
following the first chart on page 14 shows calendar year-to-date returns through March 31, 2024. Since a delaying amendment has been filed
and since it is now past June 30, 2024, please update this disclosure from March 31, 2024 to June 30, 2024.

Response #6

The Registrant has updated
the disclosure in response to the comment.

Comment #7

The language in the last
paragraph at the bottom of page 14 notes that the following fees and expenses are as of May 31, 2024. Please confirm if this is accurate
since the fee tables correspond to the May 31, 2023 amounts. Also, please keep timing in mind since the fee tables may need to be updated
if the 2024 financial statements have been filed before being declared effective. Alternatively, if those fees are as of May 31, 2023,
please update the narrative and then confirm in correspondence that the fees presented represent current fees in accordance with Item
3 of Form N-14.

Response #7

The Registrant has updated
the fee table in response to the comment and to reflect numbers for the Target Fund’s May 31, 2024 fiscal year.

Comment #8

For the fee table on page
15, please confirm that the pro-forma fees will agree to the 485B Prospectus that will eventually be filed for the acquiring ETF.

Response #8

The Registrant confirms
that the pro forma fees for the Acquiring Fund contained in the N-14 agree with the fee table in the Acquiring Fund’s prospectus
filed in Post-Effective Amendment No. 578 to the Trust’s Registration Statement on Form N-1A (333-174926) filed on August 16, 2024.

Comment #9

The very last sentence
on page 14 which carries over to page 15 notes that “the fee tables do not reflect the costs associated with the Reorganization.”
Please disclose the total estimated cost in dollars and basis points.

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Response #9

The Registrant has added
disclosure as requested. However, as the costs of the Reorganization are being borne by the Adviser, we do not believe it is necessary
to disclose the amount in basis point