Correspondence 0001580642-24-004717 from NORTHERN LIGHTS FUND TRUST II (CIK 0001518042)
NORTHERN LIGHTS FUND TRUST II (CIK 0001518042)
Date: Aug. 21, 2024 · CIK: 0001518042 · Accession: 0001580642-24-004717
AI Filing Summary & Sentiment
File numbers found in text: 333-280465, 811-22549
Letter
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 21, 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”): Pre-Effective Amendment No. 2 to the Trust’s Registration Statement on Form N-14, filed on August 16, 2024
File Numbers 333-280465; 811-22549
Ladies and Gentlemen:
This letter is in response to comments provided by the staff of the U.S. Securities and Exchange Commission (the “Staff”) by phone (the “Comments”) on August 20, 2024, relating to Pre-Effective Amendment No. 2 to the Trust’s Registration Statement on Form N-14 filed August 16, 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”). Defined terms used and not defined herein have the meanings given to them in the Registration Statement.
Staff Accountant’s Comments
Questions and Answers
Comment #1
Under the “Questions and Answers” section on page vii of the Prospectus, under the question “Will the fees and expenses of the Acquiring Fund be the same as the fees and expenses of the Target Fund?”, it states that “[f]following the Reorganization, it is expected that the Acquiring Fund will have same gross and net expense ratio as the Target Fund” Please revise this sentence in the 497 to conform to disclosure elsewhere if the N-14 that the Acquiring Fund will have a lower gross expense ratio and the same net expense ratio as the Target Fund.
Response #1
The Registrant confirms that it will revise this sentence in the 497 filing to conform to disclosure elsewhere in the N-14 that the Acquiring Fund will have a lower gross expense ratio and the same net expense ratio as the Target Fund.
Alston & Bird LLP www.alston.com
Atlanta | Beijing | Brussels | Charlotte | Dallas | Los Angeles | New York | Research Triangle | San Francisco | Silicon Valley | Washington, D.C.
***
If you have any further questions, comments or informational requests relating to this matter, please do not hesitate to contact me at (202) 239-3346.
Sincerely,
/s/ David J. Baum
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CORRESP
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filename1.htm
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 21, 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”): Pre-Effective Amendment No. 2 to the Trust’s Registration Statement on Form N-14, filed on August
16, 2024
File Numbers 333-280465; 811-22549
Ladies and Gentlemen:
This letter is in response
to comments provided by the staff of the U.S. Securities and Exchange Commission (the “Staff”) by phone (the “Comments”)
on August 20, 2024, relating to Pre-Effective Amendment No. 2 to the Trust’s Registration Statement on Form N-14 filed August 16,
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”). Defined terms used and not defined herein have the meanings given to them in the Registration Statement.
Staff Accountant’s Comments
Questions and Answers
Comment #1
Under the “Questions
and Answers” section on page vii of the Prospectus, under the question “Will the fees and expenses of the Acquiring Fund be
the same as the fees and expenses of the Target Fund?”, it states that “[f]following the Reorganization, it is expected that
the Acquiring Fund will have same gross and net expense ratio as the Target Fund” Please revise this sentence in the 497 to conform
to disclosure elsewhere if the N-14 that the Acquiring Fund will have a lower gross expense ratio and the same net expense ratio as the
Target Fund.
Response #1
The
Registrant confirms that it will revise this sentence in the 497 filing to conform to disclosure elsewhere in the N-14 that the Acquiring
Fund will have a lower gross expense ratio and the same net expense ratio as the Target Fund.
Alston & Bird LLP
www.alston.com
Atlanta
| Beijing | Brussels | Charlotte | Dallas | Los Angeles | New York | Research Triangle | San Francisco | Silicon Valley | Washington,
D.C.
1
***
If you have any further
questions, comments or informational requests relating to this matter, please do not hesitate to contact me at (202) 239-3346.
Sincerely,
/s/ David J. Baum
David J. Baum
2