UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a−101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

the Securities Exchange Act of 1934

Filed by the registrant þ
Filed by a party other than the registrant o

Check the appropriate box:

NORTHERN LIGHTS FUND TRUST II

Northern Lights Fund Trust II
(Exact Name of Registrant as Specified in Its Charter)

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

Payment of filing fee (checkFiling Fee (Check the appropriate box):

(1)Amount Previously Paid:

(2)Form, Schedule or Registration No.:

(3)Filing Party:

(4)Date Filed:

Dynamic International Opportunity Fund

(Ticker:  ICCIX, ICCNX)

Dynamic U.S. Opportunity Fund

(Ticker: ICSIX, ICSNX)

each a series of Northern Lights Fund TrustNORTHERN LIGHTS FUND TRUST II

17605 Wright Street

Omaha, NE 68130

Al FRANK FUND (VALAX)

(the “Fund”)

January [____], 2018July [ ], 2023

Dear Shareholder:Shareholders:

I am writingThe enclosed Proxy Statement discusses a proposal to inform you of the upcoming special meetingbe voted upon by Shareholders (the “Meeting”“Shareholders”) of the shareholders of the Dynamic International Opportunityabove-named Fund, and Dynamic U.S. Opportunity Fund (the “Funds”), each a series of Northern Lights Fund Trust II (the “Trust”).

The Meeting is scheduled to be held, at 10:00 a.m., Eastern Time on [_________], 2018, at the offices of Gemini Fund Services, LLC, the Trust’s administrator, at 80 Arkay Drive, Suite 110, Hauppauge, NY 11788. Please take the time to carefully read the enclosed Proxy Statement and cast your vote by following the instructions on the enclosed proxy ballot.

As described in the attached Notice and Proxy Statement, AFAM Capital, Inc. (the “Old Adviser”), and specifically the Innealta Capital division of the Old Adviser (the “Innealta Division”), serves as the investment adviser to the Funds and is responsible for the day-to-day management of the Funds’ assets. Dr. Vito Sciaraffia serves as the Innealta Division’s Chief Investment Officer and portfolio manager for the Funds. The Old Adviser is directly wholly-owned and controlled by AF Holdings, Inc. (“AFHI”). At a meeting held on January 23-24, 2018, the Old Adviser advised the Board of Trustees (the “Board”) of the Trust that it had entered into an agreement pursuant to which the Innealta Division would become its own legal entity and an investment adviser registered with the U.S. Securities and Exchange Commission (“SEC”), Innealta Capital, LLC (the “New Adviser”) (the “Reorganization”). The Reorganization, which would occur after shareholder approval of the new investment advisory agreement, would result in the following ownership structure for the New Adviser: Dr. Vito Sciaraffia will indirectly own 88.50% of the New Adviser through Riomaggiore Investments, LLC as its sole member, and Dr. Gonzalo Maturana, will indirectly own 11.50% of the New Adviser through Alsacia Investments, LLC, as its sole member. It is expected that other employees of the New Adviser will purchase equity interest in the New Adviser, diluting Dr. Sciaraffia’s interest in the New Adviser, although it is anticipated that Dr. Sciaraffia’s interest in the New Adviser will remain above 60% at least through the end of 2018. Both the Old and New Adviser believe that the Funds’ shareholders will benefit from the Reorganization as follows: (i) the reorganization of Innealta’s structure will improve employee retention and result in enhanced marketing efforts, potentially increasing asset retention and Fund inflows; (ii) as the assets under management within each Fund grow, shareholders will likely realize lower investment management costs; and most importantly, (iii) a more focused research and investment team will be better positioned to meet and optimally exceed the stated investment objectives of each Fund.

The Reorganization will result in an assignment and termination of the existing advisory agreement, dated October 28, 2011 and most recently renewed at a meeting held on October 24-25, 2017, between the Trust, on behalf of the Funds, and the Old Adviser (the “Existing Advisory Agreement”). In anticipation of the Reorganization and these related events, the Board approved a new advisory agreement between the Trust, on behalf of the Funds, and the New Adviser (the “New Advisory Agreement”) at the January 23-24, 2018 meeting. Approval of the New Advisory Agreement will not raise the fees paid by the Funds or the Funds’ shareholders. The New Advisory Agreement is identical to the Existing Advisory Agreement, except for the date of execution, effectiveness and term. The effective date of the New Advisory Agreement will be the date shareholders approve the New Advisory Agreement, anticipated to be [_______], 2018.

We think that this proposal is in the best interest of the shareholders of the Funds.The Trust’s Board of Trustees has unanimously recommended that shareholders of the Funds vote “FOR” the proposal.

Should you have any questions, please feel free to call us at 1-855-873-3837. We will be happy to answer any questions you may have. For voting instructions, including a toll-free number and website for voting, please refer to the enclosed proxy ballot.

Your vote is important regardless of the number of shares you own. To assure your representation at the Meeting, please follow the instructions on the enclosed proxy ballot whether or not you expect to be present at the Meeting. If you attend the Meeting, you may revoke your proxy and vote your shares in person.

Sincerely,

Kevin E. Wolf

President

Northern Lights Fund Trust II

Dynamic International Opportunity Fund

(Ticker:  ICCIX, ICCNX)

Dynamic U.S. Opportunity Fund

(Ticker: ICSIX, ICSNX)

each a series of Northern Lights Fund Trust II

17605 Wright Street

Omaha, NE 68130

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held [_______], 2018

Dear Shareholders:

The Board of Trustees of Northern Lights Fund Trust II (the “Trust”), an open-end registered management investment company organized as a Delaware statutory trust, has called a special meeting (the “Meeting”) of the shareholders of the Dynamic International Opportunity Fund and Dynamic U.S. Opportunity Fund (the “Funds”), each a series of the Trust,Shareholders to be held at the offices of GeminiUltimus Fund ServicesSolutions, LLC, the Trust’s administrator, at 80 Arkay Drive, Suite 110, Hauppauge, NY 11788 on [_______], 2018August 31, 2023, at [10:10:00 a.m.], Eastern Time,am (Eastern Time). Please review the Proxy Statement and cast your vote on the proposal. After considering the proposal, the Board of Trustees of the Trust (the “Board” or the “Trustees”) has unanimously approved the proposal. The Board recommends that Shareholders vote FOR the proposal.

The Adviser serves as the Fund’s investment adviser, under its investment advisory agreement (the “Existing Advisory Agreement”). As the Fund’s investment adviser, the Adviser is responsible for the purposeFund’s overall investment strategy and its implementation.

As announced on February 27, 2023 and as discussed in more detail in the enclosed Proxy Statement, Focus Financial Partners Inc. (“Focus”), the ultimate parent company of consideringthe Adviser, has agreed to be acquired by investment vehicles affiliated with Clayton, Dubilier & Rice, LLC (“CD&R”) and approvingStone Point Capital LLC (“Stone Point”). Investment vehicles managed by Stone Point will retain a portion of their investment in Focus as part of the transaction with CD&R (the “Transaction”), and will provide new equity financing in connection with the Transaction. The Transaction is anticipated to close in the third quarter of 2023 (the date on which the closing occurs, the “Closing Date”). Following the Closing Date, Focus will be privately owned and its shares will not be publicly traded. The Transaction is not expected to result in any material change in the day-to-day management of the Fund or the Adviser. Focus is not currently involved in the management of the Fund or the implementation of the investment objective and strategies of the Fund, and none of Focus, CD&R or Stone Point will be involved in such activities following proposals:the completion of the Transaction.

The Transaction is anticipated to result in an indirect change of control of the Adviser (the “Change of Control”). Consistent with the requirements of the Investment Company Act of 1940, as amended (the “1940 Act”), the Existing Advisory Agreement contains a provision that the agreement will terminate automatically in the event of its “assignment” (as defined in the 1940 Act). The Change of Control will be deemed an assignment of the Existing Advisory Agreement and result in the automatic termination of the Existing Advisory Agreement.

1. To approve

   At a meeting held on May 23, 2023, the Board of the Trust unanimously approved a new investment advisory agreement by and between the Adviser and the Trust and Innealta Capital, LLCwith respect to the Fund (the “New Advisory Agreement”),. The New Advisory Agreement must also be approved by Shareholders, so you are being asked to approve the New Advisory Agreement.

   Under the New Advisory Agreement, the Adviser will provide investment advisory services to the Fund on the same terms and conditions and advisory fee rate 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 adviseradvisory

   2/44

   personnel who currently manage the Fund are expected to 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.

   To provide for continuity in the operation of the Fund in the event Shareholders do not approve the New Advisory Agreement prior to the Funds. NoClosing Date, on May 23, 2023, the Board unanimously approved an interim advisory agreement (the “Interim Advisory Agreement”) that meets the requirements of Rule 15a-4 under the 1940 Act, including that it will be in effect for no longer than 150 days following the Closing Date without prior approval of the Fund’s Shareholders. The Interim Advisory Agreement has an identical advisory fee increase is proposed;rate and

2. To transact such identical terms and provisions as the Existing Advisory Agreement, except for the effective and termination dates, certain escrow provisions, and other business asimmaterial changes. The Interim Advisory Agreement will take effect if Shareholders do not approve the New Advisory Agreement prior to the Closing Date and may properly come beforebe terminated prior to the Meetingcompletion of its 150-day term, and will terminate in the event that Shareholders of the Fund approve the New Advisory Agreement (defined below).

   Additionally, in connection with the Change of Control, the 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 adjournments thereof.

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.

ShareholdersThe Transaction WILL NOT CHANGE the Fund’s name or the number of recordshares you own of the Fund.

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

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

The enclosed Proxy Statement describes the voting process for Shareholders. The proxy votes will be reported at the closespecial meeting of businessShareholders scheduled for August 31, 2023. Please submit your proxy via the internet, phone or mail as soon as possible. Specific instructions for these voting options can be found on [_______], 2018 are entitled to notice of, and tothe enclosed proxy card. To ensure that your vote at, the Meeting and any adjournment(s) thereof.is counted, your executed proxy card must be received by 11:59 p.m. (Central Time) on August 30, 2023.

Thank you for your continued support.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on [_______], 2018.Very truly yours,

_________________

A copy of the Notice of Shareholder Meeting, the Proxy Statement (including the proposed New Advisory Agreement) and Proxy Voting Ballot are available at [www._________________________].Kevin Wolf

President

By Order of the Board of Trustees

Richard Malinowski

Secretary

Northern Lights Fund Trust II

NORTHERN LIGHTS FUND TRUST II

Al FRANK FUND

(the “Fund”)

July [DATE], 2023

NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS

To be Held On August 31, 2023

80 Arkay Drive, Suite 110, Hauppauge, NY 11788

1-888-263-6443

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 August 31, 2023, at 10:00 am Eastern Time. At the Meeting, Shareholders will be asked to vote on the following Proposal with respect to the Fund:

The Board recommends that you vote FOR this Proposal.

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 June 15, 2023 (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, 4221 North 203^rd Street, Suite 100, Elkhorn, NE 68022, 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 Proposal 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 on or about July [__], 2023.

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 August 31, 2023

The Proxy Statement is available on the Internet at https://vote.proxyonline.com/alfrank/docs/2023special.pdf.

If you need assistance, or have any questions regarding the Proposal or how to vote your shares, please call AST at 1-866-416-0565.

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

Kevin Wolf

President

Northern Lights Fund Trust II

[_____________]July [Date], 2018

YOUR VOTE IS IMPORTANT

TO ENSURE YOUR REPRESENTATION AT THE MEETING, PLEASE FOLLOW THE INSTRUCTIONS ON THE ENCLOSED PROXY BALLOT WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.

2023

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSAL

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 subjectsubjects of the shareholderShareholder vote. Your vote is important.

QUESTIONS AND ANSWERS

Q. WhatAs announced on February 27, 2023, Focus Financial Partners Inc. (“Focus”), the ultimate parent company of the Adviser, agreed to be acquired by investment vehicles affiliated with Clayton, Dubilier & Rice, LLC (“CD&R”) and Stone Point Capital LLC (“Stone Point”). Investment vehicles managed by Stone Point will retain a portion of their investment in Focus as part of the transaction with CD&R (the “Transaction”) and will provide new equity financing in connection with the Transaction. The Transaction is happening?

A. As describedanticipated to close in the attached Noticethird quarter of 2023 (the date on which the closing occurs, the “Closing Date”). Following the Closing Date, Focus will be privately owned and Proxy Statement, AFAM Capital, Inc. (the “Old Adviser”), and specificallyits shares will not be publicly traded. Focus is not currently involved in the Innealta Capital divisionmanagement of the OldFund or the implementation of the investment objective and strategies of the Fund, and none of Focus, CD&R or Stone Point will be involved in such activities following the completion of the Transaction.

The Transaction is anticipated to result in an indirect change of control of the Adviser (the “Innealta Division”“Change of Control”), serves that will be deemed an “assignment” as defined by the 1940 Act. To allow the Adviser to continue serving as the investment adviser to the Funds and is responsible for the day-to-day managementFund without any interruption after termination of the Funds’ assets. Dr. Vito Sciaraffia serves as the Innealta Division’s Chief Investment Officer and portfolio manager for the Funds. The Old Adviser is directly wholly-owned and controlled by the AF Holdings, Inc. (“AFHI”). At a meeting held on January 23-24, 2018, the Old Adviser advisedExisting Advisory Agreement, the Board of Trustees (the “Board”) of Trust that it had entered intohas approved an agreement pursuant to which the Innealta Division would become its own legal entity and an investment adviser registered with the U.S. Securities and Exchange Commission (“SEC”), Innealta Capital, LLC (the “New Adviser”) (the “Reorganization”). The Reorganization, which would occur after shareholder approval of the newinterim investment advisory agreement would result inbetween the following ownership structure for the New Adviser: Dr. Vito Sciaraffia will indirectly own 88.50% of the New Adviser through Riomaggiore Investments, LLC as its sole member, and Dr. Gonzalo Maturana, will indirectly own 11.50% of the New Adviser through Alsacia Investments, LLC, as its sole member. It is expected that over time, employees of the New Adviser will purchase equity interest in the New Adviser, diluting Dr. Sciaraffia’s interest in the New Adviser, although it is anticipated that Dr. Sciaraffia’s interest in the New Adviser will remain above 60% at least through the end of 2018. Both the Old and New Adviser believe that the Funds’ shareholders will benefit from the Reorganization as follows: (i) the reorganization of Innealta’s structure will improve employee retention and result in enhanced marketing efforts, potentially increasing asset retention and Fund inflows; (ii) as the assets under management within each Fund grow, shareholders will likely realize lower investment management costs; and most importantly, (iii) a more focused research and investment team will be better positioned to meet and optimally exceed the stated investment objectives of each Fund.

The Reorganization will result in an assignment and termination of the existing advisory agreement, dated October 28, 2011 and most recently renewed at a meeting held on October 24-25, 2017, between the Trust on behalf of the Funds, and the Old AdviserFund (the “Existing“Interim Advisory Agreement”). In anticipation that meets the requirements of Rule 15a-4 under the 1940 Act, including that the duration of the Reorganization and these related events, the Board approved a new advisory agreement between the Trust, on behalf of the Funds, and the New Adviser (the “New Advisory Agreement”) at the January 23-24, 2018 meeting. Approval of the New Advisory Agreement will not raise the fees paid by the Funds or the Funds’ shareholders. The New Advisory Agreement is identical to the Existing Advisory Agreement, except for the date of execution, effectiveness and term. The effective date of the NewInterim Advisory Agreement will be no greater than 150 days following the date shareholders approvetermination of the NewExisting Advisory Agreement. The Interim Advisory Agreement anticipated to be [_______], 2018. Additionally, the fee waiver/expense reimbursement arrangement in place between the Old Adviser and the Funds will remain unchanged and will extend to March 31, 2019.

The Funds’ investment objective and investment strategies have not changed as a result of the Reorganization, and the investment advisory personnel of the Old Adviser who provide services to the Funds are expected to continue to do so, if approved by shareholders, under the New Advisory Agreement.

The composition of the Board of Trustees of the Trust will not be changed as a direct result of the New Advisory Agreement, and the Board of Trustees will continue to make decisions regarding the independent accountants, custodian, administrator, distributor and transfer agent of the Funds. No changes are being proposed to these existing service providers at this time.

Q. What proposal am I being asked to vote on?

A. At the Meeting, you will be asked to vote on the proposal below, and to transact any other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof:

1. To approve a new investment advisory agreement by and between the Trust and Innealta Capital, LLC (the “New Advisory Agreement”), the investment adviser to the Funds. No fee increase is proposed.

Q. Why are you sending me this information?

A. You are receiving these proxy materials because you own shares in the Funds and have the right to vote on this very important proposal concerning your investment.

Q. How will the Reorganization or the approval of the New Advisory Agreement affect me as a Fund shareholder?

take effect

A. The Fundsif Shareholders have not approved the New Advisory Agreement prior to the Closing Date and theirwill automatically terminate upon the approval of Shareholders of the Fund of the New Advisory Agreement.

Under Section 15 of the 1940 Act, the Adviser can continue to serve as the investment objectives will not changeadviser to the Fund under the New Advisory Agreement only if the agreement is approved by the Independent Trustees and Shareholders of the Fund. Accordingly, Shareholders of the Fund are being asked to approve the New Advisory Agreement. No changes in the services provided by the Adviser to the Fund or in the portfolio managers and key investment personnel at the Adviser providing those services are expected as a result of the Transaction.

The implementation of the Proposal is contingent upon the completion of the Reorganization orTransaction. If the approval ofTransaction is not completed, then the Existing Advisory Agreement would not be terminated and would remain in effect.

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

The Proxy Statement provides additional information about the Adviser and youthe Proposal. The New Advisory Agreement will still ownbecome effective for the same shares inFund upon the Funds. The termsClosing Date or approval of the agreement by Shareholders of the Fund if the Interim Advisory Agreement takes effect.

If Shareholders of the Fund do not ultimately approve the New Advisory Agreement, are identical tothen the Existing Advisory Agreement except for date of execution, effectiveness and term. The advisory fee rates charged to the Funds will remain the same as under the Existing Advisory Agreement. If approved by the shareholders, the New Advisory Agreement will have an initial two-year term and will be subject to annual renewal thereafter. The portfolio manager who currently manages the Funds will continue to manage the Funds under the New Advisory Agreement. Additionally, the operating expense limitation agreement in place between the Old Adviser and the Funds will remain unchanged and will extend to March 31, 2019 with the New Adviser. The composition of the Board of Trustees of the Trust will not be changedpermitted to serve as a direct resultthe Fund’s investment adviser upon the completion of the NewTransaction. Accordingly, the Board has approved the Interim Advisory Agreement andwith the Board of Trustees will continue to make decisions regarding the independent accountants, custodian, administrator, distributor and transfer agent of the Funds. No changes are being proposed to these existing service providers at this time.

Q. Will the Funds’ names change?

A. No. The Funds’ name will not change.

Q. Has the Board of Trustees approved the New Advisory Agreement and how do the Trustees of the Funds recommend that I vote?

A. The Board of Trustees unanimously approved the New Advisory Agreement at a meeting held on January 23-24, 2018 and recommends that you vote FOR the proposal.

Q. Who will bear the costs related to this proxy solicitation?

A. All costs of this proxy will be paid by the New Adviser and not by the Funds or its shareholders.

Q. Who is entitled to vote?

A. If you owned shares of a Fund as of the close of business on [_______], 2018 (the “Record Date”), you are entitled to vote.

Q. When and where will the Meeting be held?

A. The Meeting will be held at the offices of Gemini Fund Services LLC, the Trust’s administrator, at 80 Arkay Drive, Suite 110, Hauppauge, NY 11788, on [_______], 2018 at [10:00 a.m.], Eastern Time.

Q. How do I vote my shares?

A. For your convenience, there are several ways you can vote:

By Mail: Vote, sign and return the enclosed proxy card(s) in the enclosed self-addressed, postage-paid envelope;

By Telephone: Callevent that the number printed on the enclosed proxy card(s);

Via Internet: If you choose to submit a proxy via the Internet, follow the instructions provided on the proxy card.

In Person: Attend the Meeting as described in the Proxy Statement.

If you submit your proxy by telephone or via the Internet, you do not need to return a proxy card by mail. InternetTransaction closes and telephone proxy submission is available 24 hours a day. Proxies submitted by telephone or the Internet must be received by [11:59 p.m., Eastern Time], on [_________], 2018.

Q. What vote is required to approve the proposal?

A. Approval of the New Agreement requires the affirmative vote of a “majority of the outstanding voting securities” of a Fund, which, under the Investment Company Act of 1940, as amended, means an affirmative vote of the lesser of (a) 67% or more of the sharesShareholders of the Fund present athave not yet approved a new investment advisory agreement. However, if a new investment advisory agreement is not approved within 150 days after the Meeting or represented by proxy ifClosing Date, the holders of more than 50%Board will take such action as it deems to be in the best interests of the outstanding shares are present or represented by proxy, or (b) more than 50% ofFund and its Shareholders.

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

Q. What happens if I sign and return my proxy card but do not mark my vote?

A. Your proxy will be voted in favor of the proposal.

Q. May I revoke my proxy?

A. You may revoke your proxy atClosing Date. However, there can be no assurance that any time before it is exercised by giving notice of your revocation to the Funds in writing or by phone. You may also revoke your proxy by attending the Meeting, requesting the return of your proxy and voting in person.

Q. How can I obtain a copyparticular employee of the Funds’ annualAdviser will choose to remain employed by the Adviser before or semi-annual report?

A. If you would like to receive a copy ofafter the latest annual or semi-annual report(s) for the Funds, please call (toll-free) 1-855-873-3837, write to 17605 Wright Street, Omaha, NE 68130, or visit http://www.innealtafunds.com/funddocuments/. The reports will be furnished free of charge.Closing Date.

Q. Whom should I call for additional information about this Proxy Statement?

A. If you need any assistance, or have any questions regarding the proposal or how to vote your shares, please call (toll-free) 1-855-873-3837.

If the Transaction is not completed, then the Existing Advisory Agreement would not be terminated and would remain in effect.

Dynamic International Opportunity FundVOTE TODAY!

(Ticker:  ICCIX, ICCNX)TO AVOID THE EXPENSE OF A DELAYED MEETING, PLEASE RESPOND PROMPTLY.

Dynamic U.S. Opportunity FundYOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.

(Ticker: ICSIX, ICSNX)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 a seriesproxy card you receive.

INSTRUCTIONS FOR EXECUTING PROXY CARD

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

17605 Wright StreetRegistration Valid Signature

Omaha, NE 68130

NORTHERN LIGHTS FUND TRUST II

Al FRANK FUND

(the “Fund”)

4221 North 203^rd Street, Suite 100, Elkhorn, NE, 68022

PROXY STATEMENT

FOR THE SPECIAL MEETING OF SHAREHOLDERS

To Be Held On August 31, 2023

This Proxy Statement is being furnished in connection with the solicitation of proxies byon behalf of the Board of Trustees (theTrustees(the “Board” or the “Trustees”) of Northern Lights Fund Trust II (the “Trust”), an open-end management investment company registered witha Delaware statutory trust, on behalf of the U.S. Securities and Exchange Commission (the “SEC”) with its principal office located at 17605 Wright Street, Omaha, NE 68130. The proxies areFund, to be used at a special meeting of Shareholders (the “Meeting”“Shareholders”) of the shareholders of the Dynamic International Opportunity Fund and Dynamic U.S. Opportunity Fund, each a series of the Trust (the “Funds”), atto be held in the offices of GeminiUltimus Fund ServicesSolutions, LLC, the Trust’s administrator, at 80 Arkay Drive, Suite 110, Hauppauge, NY 11788 on [_______]August 31, 2023, at 10:00 am (Eastern Time) and at any adjournment(s), 2018 at [10:00 a.m.], Eastern Time,postponement(s) or delay(s) thereof (such meeting and any adjournmentadjournment(s), postponement(s) or delay(s) being referred to as the “Meeting”).

The solicitation of the Meeting. The primary purpose ofproxies for use at the Meeting is for shareholdersbeing made by the Fund by the mailing on or about July [__], 2023 of the FundsNotice 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 consider and approveexecute 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:proposal with respect to the Fund:

Proposals

1. 1.       To approve a new investment advisory agreement by and between the Trust, on behalf of the Fund, and Innealta Capital, LLC (the “New Advisory Agreement”), the investment adviser to the Funds. No fee increase is proposed; and

2. Adviser.

   2.       To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

The date of the first mailing of this Proxy Statement will be on or about [_______], 2018. Only shareholders of record atBoard has set the close of business on [_______], 2018 are entitled to notice of, and to vote at,June 15, 2023 as the record date (the “Record Date”) for the Meeting, and any adjournment(s) thereof.only Shareholders of record on the Record Date will be entitled to vote on this proposal 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 December 31, 2022, have previously been mailed to Shareholders. This Proxy Statement should be read in conjunction with the annual report.

Important Notice Regarding the Availability of Proxy Materials for

the Shareholder Meeting to be Held on [_______], 2018:

This proxy statement is available at [_______________________], or by contacting the Funds at 1-855-873-3837. To obtain directions to attend the Meeting, please call the Funds at 1-855-873-3837. Forrequest a free copy of the Funds’ latestProxy Statement or the annual and/or semi-annual report, please call (toll-free) at 1-855-873-3837or1-888-263-6443, write to:

Dynamic International Opportunity Fund

Dynamic U.S. Opportunity Fund

c/o GeminiUltimus Fund Services,Solutions, LLC,

17605 Wright 4221 North 203^rd Street, Suite 2

Omaha,100, Elkhorn, NE 68130
68022,, or visit the

SUMMARY OF THE PROPOSALFund’s website at www.alfrankfunds.com for the annual report, orhttps://vote.proxyonline.com/alfrank/docs/2023special.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.

APPROVAL OF A NEW ADVISORY AGREEMENT BY AND BETWEEN THE TRUST ANDTable of Contents

Innealta Capital, LLC

Background

GENERAL OVERVIEW

The primary purpose of this proposal is to approve Innealta Capital,Transaction

Kovitz Investment Group Partners, LLC (the “New Adviser”“Adviser”) to continue to serveserves as the Fund’s investment adviser tounder the Dynamic International Opportunity Fundinvestment advisory agreement between the Adviser and Dynamic U.S. Opportunity Fund (the “Funds”), each a series of Northern Lights Fund Trust II (the “Trust”), on behalf of the Fund (the “Existing Advisory Agreement”). ToAs the Fund’s investment adviser, the Adviser is responsible for the Fund’s overall investment strategy and its implementation.

As announced on February 27, 2023, Focus Financial Partners Inc. (“Focus”), a partnership of independent fiduciary wealth management firms and the ultimate parent company of the Adviser, agreed to be acquired by investment vehicles affiliated with Clayton, Dubilier & Rice, LLC (“CD&R”) and Stone Point Capital LLC (“Stone Point”) (the “Transaction”). Following the Transaction, Focus will be privately owned and its shares will not be publicly traded. After the date of closing of the Transaction (the “Closing Date”), which is anticipated in the third quarter of 2023, the Adviser will continue to serve as the Fund’s investment adviser pursuant to an Interim Advisory Agreement (as defined and discussed in more detail below). Focus is not currently involved in the management of the Fund or the implementation of the investment objective and strategies of the Fund, and none of Focus, CD&R or Stone Point will be involved in such activities following the completion of the Transaction.

The portfolio managers and key investment personnel who currently manage the Fund are expected to continue to do so after the TrusteesClosing Date. The Transaction is anticipated to result in an indirect change of control of the Adviser (the “Change of Control”). Consistent with applicable requirements under the Investment Company Act of 1940, as amended (the “1940 Act”), the Existing Advisory Agreement contains a provision that the agreement will automatically terminate in the event of its “assignment” (as defined in the 1940 Act). The Change of Control will be deemed an assignment of the Existing Advisory Agreement, triggering the automatic termination of such agreement.

To continue to provide for continuity in the operation of the Fund, you are requesting that shareholdersbeing asked to approve a new investment advisory agreement between the Trust, on behalf of each Fund,Adviser and the New Adviser (the “New Advisory Agreement”). Approval of the New Advisory Agreement will not raise the fees paid by the Funds or the Funds’ shareholders. The New Advisory Agreement is identical to the Funds’ old investment advisory agreement with AFAM Capital, Inc. (the “Old Adviser”), and specifically the Innealta Capital division of the Old Adviser, except for date of execution, effectiveness and term. The effective date of the New Advisory Agreement will be [_______], 2018, or such other date that the Funds’ shareholders approve the New Advisory Agreement.

The Old Adviser serves as the investment adviser to the Funds and is responsible for the day-to-day management of the Funds’ assets. The Old Adviser is directly wholly-owned and controlled by AF Holdings, Inc. (“AFHI”). At a meeting held on January 23-24, 2018, the Old Adviser advised the Board of Trustees (the “Board”) of the Trust that it had entered into an agreement pursuant to which the Innealta Division would become its own legal entity and an investment adviser registered with the U.S. Securities and Exchange Commission (“SEC”), Innealta Capital, LLC (the “New Adviser”) (the “Reorganization”). The Reorganization, which would occur after shareholder approval of the new investment advisory agreement, would result in the following ownership structure for the New Adviser: Dr. Vito Sciaraffia will indirectly own 88.50% of the New Adviser through Riomaggiore Investments, LLC as its sole member, and Dr. Gonzalo Maturana will indirectly own 11.50% of the New Adviser through Alsacia Investments, LLC as its sole member. It is expected that other employees of the New Adviser will purchase equity interest in the New Adviser diluting, Dr. Sciaraffia’s interest in the New Adviser, although it is anticipated that Dr. Sciaraffia’s interest in the New Adviser will remain above 60% at least through the end of 2018. Both the Old and New Adviser believe that the Funds’ shareholders will benefit from the Reorganization as follows: (i) the reorganization of Innealta’s structure will improve employee retention and result in enhanced marketing efforts, potentially increasing asset retention and Fund inflows; (ii) as the assets under management within each Fund grow, shareholders will likely realize lower investment management costs; and most importantly, (iii) a more focused research and investment team will be better positioned to meet and optimally exceed the stated investment objectives of each Fund.

The Reorganization will result in an assignment and termination of the existing advisory agreement, dated October 28, 2011, and most recently renewed at a meeting held on October 24-25, 2017, between the Trust, on behalf of the Funds,Fund (the “New Advisory Agreement”).

Under the New Advisory Agreement, the Adviser will provide investment advisory services to the Fund on the same terms and for the same 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 in the event that Shareholders do not approve the New Advisory Agreement prior to the Closing Date, at a meeting held on May 23, 2023, the Board unanimously approved an interim investment advisory agreement between the Adviser and the OldTrust, on behalf of the Fund (the “Interim Advisory Agreement”) that will take effect immediately upon the Closing Date if Shareholders have not approved the New Advisory Agreement. In reliance upon applicable rules under the 1940 Act, the Adviser will be 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 are identical to the terms of the Existing Advisory Agreement, except for the effective and termination dates and certain escrow provisions. Fees payable under the Interim Advisory Agreement will be no greater than would have been paid under the Existing Advisory Agreement. The Interim 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, which would become effective and replace the Interim Advisory Agreement.

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

About the Adviser

Kovitz Investment Group Partners, LLC, 71 South Wacker Drive, Suite 1860, Chicago, IL 60606, is the Fund’s current investment adviser. Since its organization in 2003, the Adviser has provided investment advisory and administrative services to primarily to high net worth individuals and institutional clients. As of March 31, 2023, the Adviser had approximately $7 billion in assets under management.

The Adviser is an indirect, wholly owned subsidiary of Focus Financial Partners, LLC, 875 Third Avenue, 28th Floor, New York, NY 10022 (“Focus LLC”). The sole managing member of Focus LLC is Focus Financial Partners Inc. Focus LLC, a Delaware limited liability company headquartered in New York City, is a strategic and financial investor in and acquiror of independently-managed wealth and asset management firms in the U.S. and abroad. Focus LLC was formed in Delaware on November 30, 2004 and Focus was incorporated in Delaware on July 29, 2015.

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. Focus 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 of the Trust 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).

Focus 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

It is intended that, after the Closing Date, the Adviser will continue to serve as the Fund’s Adviser pursuant to an Interim Advisory Agreement. 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 are expected to 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 Adviser after the Closing Date.

The Transaction will not result in any changes to the organization and structure of the Fund. 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 same 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 are proposed or planned by the Board or the Adviser at this time in connection with the Transaction.

PROPOSAL: APPROVAL OF THE NEW ADVISORY AGREEMENT

Background

Kovitz Investment Group Partners, LLC (the “Adviser”) currently serves 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 December 5, 2018 (the “Existing Advisory Agreement”). The Existing Advisory Agreement was last approved by the sole shareholder of each FundShareholders on December 30, 2011. In anticipation of the Reorganization5, 2018, in connection with its initial execution and these related events, and in order to providewas approved for the uninterrupted management of the Funds,continuance by the Board at their meeting on January 23-24, 2018, (i) approved the New Advisory Agreement with the New Adviser, subject to shareholder approval,October 14, 2020, October 18-19, 2021 and (ii) voted to recommend that shareholders approve the New Advisory Agreement for the Funds. The New Advisory Agreement is identical to the Existing Advisory Agreement, except for the date of execution, effectiveness and term. The effective date of the New Advisory Agreement will be the date shareholders approve the New Advisory Agreement, anticipated to be [_______], 2018. Additionally, the fee waiver/expense reimbursement arrangement in place between the Old Adviser and the Funds will remain unchanged and will extend to March 31, 2019.October 17-18, 2022.

BecauseAs required by the Investment Company Act of 1940, as amended (the “1940 Act”), requires thatthe Existing Advisory Agreement provides for automatic termination in the event of an assignment, which will occur upon the closing date (“Closing Date’) of the Transaction (as defined and described above). To provide for continuity in the operation of the Fund, at a meeting held on May 23, 2023, the Board unanimously approved the New Advisory Agreement and an interim investment advisory agreements be approved by a vote of a majorityagreement between the Adviser and the Trust, on behalf of the outstanding sharesFund (the “Interim Advisory Agreement”).

The Proposal

Shareholders of a fund, shareholdersthe Fund are being asked to approve a new investment advisory agreement between the proposedTrust, on behalf of the Fund, and the Adviser (the “New Advisory Agreement”). As described above, approval of the New Advisory Agreement.

Please seeAgreement is sought so that the section below entitled “Evaluationoperation of the Fund can continue without interruption. If the New Advisory Agreement is approved by the Board of Trustees” for a detailed discussionShareholders of the material factors andFund, the conclusions with respect thereto that form the basisNew Advisory Agreement will become effective for the recommendationFund on the Closing Date or upon the date of approval by Shareholders if the Interim Advisory Agreement take effect.

Board Approval and Recommendation

On May 23, 2023, the Board, including the Trustees who are not “interested persons” of the BoardFund or the Adviser within the meaning of the 1940 Act (the “Independent Trustees”), determined that approval of the shareholdersNew 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.

Information Concerning the Old and New Adviser

The New Adviser is a Texas limited liability company, located at 12117 FM 2244, Bldg. 3, #170, Austin, TX 78738. As described above, the Old Adviser’s ownership structure is as follows: AF Holdings, Inc. is the parent company of the Old Adviser.

The New Adviser is an investment adviser registered with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended (“Advisers Act”). The following is the ownership structure for the New Adviser: Vito Sciaraffia, the Funds’ portfolio manager, will indirectly own 88.50% of the New Adviser through Riomaggiore Investments LLC as its sole member, and Gonzalo Maturana will indirectly own 11.50% of the New Adviser through Alsacia Investments, LLC, as its sole member. As of [_______], 2018, the New Adviser had approximately $[__] million in assets under management.

The names and titles and principal occupations of the principal executive officers of the New Adviser are set forth below. The address of each such person is 12117 FM 2244, Bldg. 3, #170, Austin, TX 78738.

Vito Sciaraffia, Ph.D.
Vito Sciaraffia, Ph.D.is Chief Investment Officer of Innealta Capital, responsible for ensuring prudent management of all Innealta client assets, designing novel quantitative strategies, and leading the research activities of the investment team. Dr. Sciaraffia’s present role both emphasizes and builds upon his professional experience, focused heavily on the quantitative evaluation of equity securities and financial markets. In addition, he is actively involved with clients through conference presentations, webinars, and written market commentaries. Dr. Sciaraffia has been in the financial industry since 2004. His previous work experience includes: Senior Researcher on the Strategy Research Team at Dimensional Fund Advisors, Management Associate in the Investment Banking Division at Citigroup, and member of the Market Risk Team at JP Morgan. While at Dimensional, Dr. Sciaraffia conducted empirical asset pricing research, wrote research papers, enhanced the design of investment strategies, and collaborated with their marketing and sales departments by delivering technical presentations to various clients.

Additionally, Dr. Sciaraffia was an Assistant Professor of Finance at the McCombs School of Business of the University of Texas at Austin, where he researched empirical asset pricing and taught the core Investment Management course. He earned his Ph.D. in business administration from the Haas School of Business at the University of California, Berkeley. In addition, he has an MA in Mathematics with an emphasis in stochastic processes and an MS in Business from the University of California, Berkeley, an MBA and an M.S. in Finance from the University of Chile, and a B.S. in Economics and Management from the Catholic University of Chile.

Cynthia Mendoza

Ms. Mendoza serves as Chief Compliance Officer and Chief Operating Officer, for the Adviser. Ms. Mendoza is responsible for all aspects of the Adviser’s operations. Additionally, as Chief Compliance Officer, she is responsible for the general administration of the written policies and procedures set forth in the Adviser's Regulatory Compliance Manual and Code of Ethics (the "Manual") and for the periodic review of the Manual for adequacy and effectiveness of implementation. Ms. Mendoza has over fourteen years of investment management and financial services industry experience.

Gonzalo Maturana, PhD – Investment Strategist

Dr. Maturana serves as an Investment Strategist responsible for Adviser’s proprietary research and strategy design. Additionally, Dr. Maturana serves as a member of the Adviser’s Investment Committee. Dr. Maturana is an industry expert in the field of securitization and its impact on capital markets. More specifically, his research examines securitization, misreporting, and fraud: major factors that led to the Great Recession of 2008. He has been published in top finance academic journals such as the Review of Financial Studies.

The Investment Advisory Agreement

A copy of the proposed New Advisory Agreement is attached as Appendix A. Subject to shareholder approval, the Trust will enter into the New Advisory Agreement with the New Adviser. The New Advisory Agreement is identical to the Existing Advisory Agreement, except for date of execution, effectiveness and term. The following description is only a summary of the material termsBoard’s considerations is provided below in the section titled “Board Considerations.”

Description of the Old and New Advisory Agreements. The term “Adviser” in this section applies to both the New and Old Adviser when describing the identical terms of the Old and New Advisory Agreements. You should refer to Appendix A for the New Advisory Agreement, as the description set forth in this Proxy Statement is qualified in its entirety by reference to Appendix A.

Under the terms of both the Existing 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 H] to this Proxy Statement. The advisory fee rate under the New Advisory Agreement is identical to the fee rate under the Fund’s Existing Advisory Agreement. The annual advisory fee payable to the Adviser is entitled to receive an annual fee from each Fund equal to 1.00% of each Fund’s average daily net assets. For such compensation, the Adviser, at its expense, continuously furnishes an investment program for each Fund, makes investment decisions on behalf of each Fund, and places all orders for the purchase and sale of portfolio securities, subject to each Fund’s investment objective, policies, and restrictions and such policies as the Trustees may determine. Under the Existing Advisory Agreement, the aggregate fee paid to the Old Adviser before waivers or reimbursements for the Dynamic International Opportunity Fund’s most recent fiscal year ended [___________] was $[________], the expense reimbursement was $[________] (this was pursuant to the Old Expense Limitation Agreement, please see the discussion under the heading, “Expense Limitation Agreement” below), and the net advisory fee was $0. Under the Existing Advisory Agreement, the aggregate fee paid to the Old Adviser before waivers or reimbursements for the Dynamic U.S. Opportunity Fund’s most recent fiscal year ended [___________] was $[________], the expense reimbursement was $[________] (this was pursuant to the Old Expense Limitation Agreement, please see the discussion under the heading, “Expense Limitation Agreement” below), and the net advisory fee was $0.are set forth in [Appendix B].

BothDifferences between the Existing Advisory Agreement and the New Advisory Agreement provide that

The New Advisory Agreement is the Adviser, undersame as the supervisionExisting Advisory Agreement, except for the effective and termination dates and a few immaterial terms. The New Advisory Agreement will be effective as of the Board, agrees (directlyClosing Date or through a sub-adviser) to invest the assetsas of the Funds in accordance with applicable law and the investment objective, policies and restrictions set forth in the Funds’ current Prospectus and Statementdate of Additional Information, subject to such further limitations as the Trust may from time to time impose by written notice to the Adviser. The Adviser shall act as the investment adviser to the Funds and as such, shall (directly or through a sub-adviser) (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 investmentShareholder approval of the assetsProposal, if later than the Closing Date. The New Advisory Agreement will have an initial term of each Fundtwo years and may be continued for one year terms thereafter. For a more complete understanding of the agreements, you should read the form of New Advisory Agreement contained in a manner consistent with its investment objective, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold or retained by the Funds, and implement those decisions, including the selection of entities with or through which such purchases or sales are to be effected; provided, that the Adviser (directly or through a sub-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[Appendix H].

discretion purchaseInterim Advisory Agreement

Under the agreement between Focus and sell portfolio securities frominvestment vehicles affiliated with CD&R and Stone Point (the “Transaction Agreement”), Focus agreed to brokers who providecause the Adviser with research, analysis, advice and similar servicesto use commercially reasonable efforts to obtain approval of a new investment advisory agreement for the benefitFund advised by the Adviser, by the Board and Shareholders of the Funds and pay such brokersFund. The Closing Date is anticipated to occur in return a potentially higher commission or spread than may be charged by other brokers. The Adviser also provides the Funds with all necessary office facilities and personnel for servicingthird quarter of 2023.

Accordingly, as discussed above, an interim investment advisory agreement between the Funds’ investments, compensates all officers, Trustees and employeesTrust, on behalf of the Trust who are officers, directors or employeesFund, and the Adviser (the “Interim Advisory Agreement”) will take effect upon the Closing Date. On [May 23, 2023, 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 Adviser, and all personnelInterim Advisory Agreement are identical to those of the Funds or the Adviser performing services relating to research, statistical and investment activities.

Additionally, both the Existing Advisory Agreement and the New Advisory Agreement, provide thatexcept for the effective and termination dates and certain escrow provisions described below. Fees payable under the Interim Advisory Agreement will be no greater than would have been paid under the Existing 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 Adviser directly provides, subject tounder the supervisionInterim Advisory Agreement will be held by the Fund’s custodian in an interest-bearing escrow account. If Shareholders of the Board of Trustees,Fund approve the management and administrative services necessary for the operation of the Funds. These services include providing facilities for maintaining the Funds’ organization; supervising relations with custodians, transfer and pricing agents, accountants, underwriters and other persons dealing with the Funds; preparing all general shareholder communications and conducting shareholder relations; maintaining the Funds’ records and the registration of the Funds’ shares under federal securities laws and making necessary filings under state securities laws; developing management and shareholder services for the Funds; and furnishing reports, evaluations and analyses on a variety of subjects to the Trustees.

The New Advisory Agreement will become effective upon approval by the shareholdersend of the Funds. The150-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 Adviser. If Shareholders of a Fund do not ultimately approve the New Advisory Agreement provides that it will continue in force for an initial period of two years, and annually thereafter, but only so long as its continuance is approved at least annually by the Trustees at a meeting called for that purpose or by the vote of a majorityend of the outstanding shares150-day period, the Board will take such actions as it deems to be in the best interests of the Funds. The NewFund, and the Adviser will be paid the lesser of its costs incurred in performing its services under the Interim Advisory Agreement automatically terminates(plus interest earned on assignment and is terminable upon notice bysuch amount) or the Funds. In addition,total amount held in the Newescrow account with respect to the Fund under the Interim Advisory Agreement, plus interest earned on such amount. The Interim Advisory Agreement may be terminated on 60 days’ notice by the Adviser givenTrust’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 Funds.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 any affiliated person of the 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 or the Adviser.

Information about the Adviser

Kovitz Investment Group Partners, LLC, 71 South Wacker Drive, Suite 1860, Chicago, IL 60606, is the Fund’s current investment adviser. Since its organization in 2003, the Adviser has provided investment advisory and administrative services to primarily to high net worth individuals and institutional clients. As of March 31, 2023, the Adviser had approximately $7 billion in assets under management.

The Adviser is an indirect, wholly owned subsidiary of Focus Financial Partners, LLC, 875 Third Avenue, 28th Floor, New Advisory Agreement, likeYork, NY 10022 (“Focus LLC”). The sole managing member of Focus LLC is Focus

Financial Partners Inc. Focus LLC, a Delaware limited liability company headquartered in New York City, is a strategic and financial investor in and acquiror of independently-managed wealth and asset management firms in the U.S. and abroad. Focus LLC was formed in Delaware on November 30, 2004, and Focus was incorporated in Delaware on July 29, 2015.

John Buckingham and Jason R. Clark are the portfolio managers responsible for the day-to-day management of the Fund.

John Buckingham has been a portfolio manager of the Fund since its inception. At the Adviser, Mr. Buckingham conducts fundamental and quantitative analysis of individual stocks and leads the investment team responsible for portfolio management and trading of the Adviser’s strategies. He is principally responsible for the day-to-day management of the Fund’s portfolio. Mr. Buckingham is also the Chief Editor of The Prudent Speculator newsletter.

Jason R. Clark has been a portfolio manager of the Fund since January 2016. At the Adviser, Mr. Clark is primarily focused on fundamental analysis of individual stocks and industries. Mr. Clark is also responsible for active portfolio management, providing education about the firm’s investment strategies and portfolio management process and working with the firm’s current and prospective private wealth clients. He also contributes to The Prudent Speculator newsletter.

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

Required Vote

Approval of the Proposal 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 Existing Advisory Agreement provides that the Funds’ adviser shallwould not be subject to any liabilityterminated and would remain in connection with the performance of its services thereunder in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties.effect.

If the New Advisory Agreement with the New Adviser is not approved by shareholders, the Board will consider other options, including seeking shareholder approval of the New Advisory Agreement again, retaining a new investment adviser, which must also be approved by Fund shareholders, or the possible liquidation of the Funds.

Expense Limitation Agreement

Pursuant to a separate operating expense limitation agreement (the “Old Expense Limitation Agreement”), the Old Adviser had contractually agreed to waive its fee and reimburse the Funds’ expenses so that total annual operating expenses for each Fund (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) do not exceed 1.49% and 1.24% of each Fund’s average net assets for Class N and Class I shares respectively, through March 31, 2018. For the Funds’ most recent fiscal year ended November 31, 2017, the expense reimbursement was $[_______] for the Dynamic International Opportunity Fund and $[_________] for the Dynamic U.S. Opportunity Fund. The New Adviser has entered into a new operating expense limitation agreement (the “New Expense Limitation Agreement”) that is identical to the Old Expense Limitation Agreement except that the expense caps would be extended by a year to March 31, 2019. Under the New Expense Limitation Agreement, the New Adviser is permitted to seek reimbursement from the Funds, subject to limitations, for fees it waived and Fund expenses it paid. The New Adviser is permitted to receive reimbursement of any excess expense payments paid by it pursuant to the Old Expense Limitation Agreement or New Expense Limitation Agreement in future years on a rolling three-year basis (three years from when the expense was incurred), as long as the reimbursement does not cause the Funds’ annual operating expenses to exceed the expense cap. The New Adviser’s ability to recoup waived fees or reimbursed expenses is only permissible if the Funds is able to make the repayment without exceeding the expense limitation that was in effect at the time the fee waiver or expense reimbursement occurred or that are in effect at the time of the repayment, whichever is lower. Please refer to Appendix B for a copy of the New Expense Limitation Agreement.THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE FOR THE PROPOSAL.

Evaluation by theBOARD CONSIDERATIONS

Summary of Board of TrusteesMeetings and Considerations

At a meetingAll of the Board on January 23-24, 2018, the Board,Trustees, including all of the Independent Trustees, met in person withon May 23, 2023, to determine whether to approve the New AdviserAdvisory Agreement and to considerrecommend approval to Shareholders. At the Board meeting and throughout the process of considering the New Advisory Agreement, the Board was advised by counsel to the Trust.

In their consideration of the approval of the New Advisory Agreement, between the Trust, on behalf of the Funds and the New Adviser.

In advance of the January 23-24, 2018 meeting, the Board requested certain materials as they deemed necessary from the Adviser and received materials to assist them in consideringevaluated their responses thereto. During the New Advisory Agreement. The materialsMeeting, senior representatives of the Adviser provided contained information with respect to the factors enumerated below, includingBoard regarding the Adviser’s personnel and operations. The Board also reviewed the terms of the New Advisory Agreement a memorandum prepared byand considered its possible effects on the Trust’s outside legal counsel discussing in detailFund and its Shareholders.

During the Trustees’ fiduciary obligations andBoard meeting, representatives of the factors they should assess in consideringAdviser indicated their belief, based on discussions with Focus, that the approval of the New Advisory Agreement and comparative information relating towould not adversely affect (i) the advisory fee and other expensescontinued operation of the Funds. The materials also included due diligence materials relating toFund; or (ii) the New Adviser (including due diligence questionnaires completed by the New Adviser, the New Adviser’s Form ADV, select financial informationcapabilities of the New Adviser, bibliographic information regarding the New Adviser’s key managementsenior personnel and investment advisory personnel of the Adviser who currently manage the Fund to continue to provide these and comparative fee information relatingother services to the Funds) and other pertinent information. Based on their evaluation ofFund at least equivalent to the information provided by the Newcurrent level. The Adviser in conjunction with the Funds’ other service providers,recommended that the Board by a unanimous vote (including a separate vote of the Independent Trustees), approved the New Advisory Agreement with respect to the Funds. The Independent Trustees were advised by counsel that is experienced in 1940 Act matters and that is independent of fund management and met with such counsel separately from fund management.

In considering the approval ofapprove the New Advisory Agreement and reaching their conclusions,that the Trustees reviewed and analyzed various factorsBoard recommend that they determined were relevant,Shareholders approve the New Advisory Agreement.

Board Approval of the Investment Advisory Agreement

Advisory Agreements

At a meeting held on May 23, 2023 (the “Meeting”), the Board, including the factors enumerated below. 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 Advisory Agreement, for an initial two-year term, renewable annually thereafter (collectively, the “Advisory Agreements”).

Factors Considered in Approving the Advisory Agreements

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

In their deliberations, the Board membersconsidered the factors discussed below, among others. The Board relied upon the advice of legal counsel and their own business judgment in determining the material factors to be considered in evaluating the Advisory Agreements 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. The following summarizes the Trustees’ review process and the information on which their conclusions were based:factors:

Nature, Extent and QualityQuality of the Services.

The Board considered the Adviser’s favorable attributes, including its investment philosophy, investment management capabilities, experienced leadership and reputation. The Board also considered: the capabilities, resources, and personnel of Services. Asthe Adviser, in order to determine whether the Adviser is capable of continuing to provide at least an equivalent level of investment management services currently provided to the nature, extent, and quality of the services provided by the New Adviser to the Funds, the Trustees first discussed the Reorganization and its effect on the New Adviser. The Board then reviewed materials provided by the New Adviser related to the Reorganization as well as the New Advisory Agreement with respect to each of the Funds, including the New Adviser’s Form ADV and related schedules, a description of the manner in which investment decisions will be made and executed, a review of the personnel performing services for each of the Funds, including the team of individuals that will primarily monitor and execute the investment process. The Board discussed the extent of the New Adviser’s research capabilities, the quality of the New Adviser’s compliance infrastructure and the experience of its fund management personnel. Additionally, the Board received satisfactory responses from the representatives of the New Adviser with respect to a series of important questions, including: whether the New Adviser was involved in any lawsuits or pending regulatory actions; whether the management of other accounts would conflict with its management of the Funds; whether there were procedures in place to adequately allocate trades among its respective clients; and whether the New Adviser’s CCO would routinely review the portfolio managers’ performance of their duties to ensure compliance under the New Adviser’s compliance program.Fund. The Board also reviewed the information provided on the practices for monitoring compliance with each of the Funds’ investment limitations. The Board then reviewed the capitalization of the New Adviser based on financial information provided by Focus related to its business, legal and representations made byregulatory affairs. This review considered the resources available to the Adviser to provide the services specified under the New Advisory Agreement. In addition, the Board considered that all of the portfolio managers currently managing the Fund are expected to continue to do so following the Transaction.

Based on its review of materials prepared for the Meeting, the Board considered the experience and qualifications of the personnel of the Adviser who will be responsible for continuing to provide services to the Fund. The Board noted that none of the portfolio managers and concludedother key investment personnel managing the Fund are expected to change as a result of the Transaction, and that the New Adviser was sufficiently well-capitalized, or the New Adviser’s owners had the ability to make additional contributions in order to meet its obligations to eachinvestment process and day-to-day operations of the Funds. The Board also discussed the New Adviser’s compliance program with the CCO of the Trust. The Board also noted that the change in portfolio management for the Funds in 2016 helpedFund were not expected to improve performance and enhanced risk management. change.

The Board concluded that the New Adviser has sufficientwill be capable of continuing to provide investment advisory services at least equivalent to the same high quality and depth of personnel, resources,as the investment methods and compliance policies and procedures essential to performing its duties under the New Advisory Agreement and that the nature, overall quality and extent of the managementadvisory services to be provided by the New Adviser to each of the Funds were satisfactory. Further, the Board concluded that, overall, they were satisfied with the nature, extent, and quality of the

servicescurrently provided to the Funds underFund.

Performance. The Board considered that all of the Existing Advisory Agreementportfolio managers and did not expect themother key investment personnel currently managing the Fund are expected to change undercontinue to do so following the New Advisory Agreement.

Performance.  Transaction. The Board discussed the reportsreport prepared by MorningstarBroadridge and reviewed the performance of each of the Funds as compared to its peer group, Morningstar category and benchmark for the one year, three year, and since inception periods ended September 30, 2017. The Board noted that Dynamic International Opportunity Fund underperformed the peer group and its benchmark but outperformed the Morningstar category for the one year period, underperformed the peer group but outperformed the Morningstar category and benchmark for the three year period and underperformed the peer group, Morningstar category and benchmark for the five year period and since Dynamic International Opportunity Fund’s inception. The Board noted that the benchmark as well as many of Dynamic International Opportunity Fund’s peers and the entire Morningstar category were fully invested or represented full investment in non-U.S. equities while Dynamic International Opportunity Fund had periods of significant allocations to fixed income which hurt the relative performance when global bond markets were underperforming. In addition, the Board noted Dynamic International Opportunity Fund’s tactical approach and lower risk profile. The Board noted that although Dynamic International Opportunity Fund had experienced improved performance over the last year, it continues to lag its benchmark and peer group for the one year period. Regarding Dynamic U.S. Opportunity Fund, the Board noted that Dynamic U.S. Opportunity Fund outperformed its peer group and Morningstar category for the one year and three year periods but underperformed its Morningstar category and peer group for the five year and since inception periods and underperformed its benchmark during all periods.ended April 30, 2023, for the Fund. The Board noted each of the Dynamic Fund Opportunityunderperformed its peer group median, Morningstar category median, and benchmark, the S&P 500 Index, for the one year, three year, five year and since inception period. The Board further noted that the Fund’s improvedformer Investor Class shares, which commenced operations in 1998, had a longer performance track record and with the longer history outperformed the S&P 500 Index for the period since the change in portfolio management in 2016 as well as the New Adviser’s excellent job of managing risk.1998. After further discussion, the Board concluded that the New Adviser had made appropriate adjustments and that overall, eachperformance of the Funds’ past performanceFund was acceptable and generally in line with its risk level.the Board would continue to monitor the performance of the Fund.

Fees and Expenses. AsThe Board considered that the New Advisory Agreement is the same as the Existing Advisory Agreement, except for the effective and termination dates, and that the Fund’s contractual fee rate will be identical for the Fund, for the initial two-year term of the New Advisory Agreement. The Board also noted that the Adviser has contractually agreed to maintain the current operating expense limit pursuant to a new Fee Waiver Agreement (with identical terms to the costsexisting Fee Waiver Agreement), which will remain in effect after the Closing Date until at least the end of the servicesinitial two-year term of the New Advisory Agreement, whereby it will waive a portion of its advisory fees so that the Fund does not exceed its operating expense limitation. The Board found such arrangements to be provided by the New Adviser, thebeneficial to shareholders. The Board also reviewed and discussed each of the Funds’ advisory fee and total operating expenses of the Al Frank Fund as compared to its peer group and its Morningstar category as presented in the Morningstar Reports.Broadridge Report. The Board noted that the 1.00% advisory fee for eachwas at the top of the Funds was above the peer group and Morningstar category averages. The Board also reviewed each of the Funds net expenses as compared to its peer group andbut not the highest in its Morningstar category noting that, incategory. In light of these comparisons, the case of each of the Funds, higher acquired fund fees and expenses and assets under management well below the peer group and Morningstar category medians contributed to higher net expenses. The Board noted that each of the Funds was likely not benefiting from economies of scale like some of its peers. The Board then reviewed the contractual arrangements for each of the Funds, which stated that the New Adviser had agreed to waive or limit its advisory fee and/or reimburse expenses at least until March 31, 2019, in order to limit net annual operating expenses, exclusive of certain fees, so as not to exceed 1.49%, and 1.24%, of each Fund’s average annual net assets for, Class N and Class I Shares, respectively, and found such arrangements to be beneficial to shareholders. The Board concluded that, based on the New Adviser’s experience, expertise and services to be provided to each of the Funds,Al Frank Fund, the advisory fee charged by the New Adviser, for eachalthough at the high end of the FundsAl Frank Fund’s peer group, was not unreasonable and, while higher than its peer group or Morningstar category averages, each was generally in line with some of the funds in its peer group and Morningstar category that were of similar size.

unreasonable.

Profitability.Profitability. The Board also considered the level of profits that could be expected to accrue to the New Adviser with respect to each of the FundsFund based on profitability reports and profitability analyses reviewedprovided by the Adviser. The Board andalso reviewed the selected financial information of the New Adviser provided by the New Adviser.Adviser regarding the Adviser and Focus. After review and discussion, the Board concluded that the anticipated profit from the New Adviser’s relationship with eachthe Fund was not excessive relative to the experience of the Funds was not excessive.

Adviser and the nature and quality of the services performed by the Adviser. The Board considered the Adviser’s representation that it anticipates profitability for the Adviser under the New Advisory Agreement to be similar to profitability for the Adviser during recent periods. The Board noted that it would have the opportunity to give further consideration to the Adviser’s profitability with respect to the Fund at the end of the initial two-year term of the New Advisory Agreement.

Economies of of Scale. As to the extent to which each of the FundsFund would realize economies of scale as it grew,grows, and whether the fee levels reflect these economies of scale for the benefit of investors, the Board discussed the current size of each of the Funds,Fund and the New Adviser’s expectations for growth, of each of the Funds, and concluded that any material economies of scale would likely not be achieved in the near term.

Other Considerations. In approving the Advisory Agreements, the Board considered that the Adviser will be making a commitment to the retention and recruitment of high quality personnel, and has undertaken to maintain the same level of financial, compliance and operational resources reasonably necessary to manage the Fund in a professional manner that is consistent with the best interests of the Fund and their Shareholders and that has previously been provided to the Fund. The Board also considered that the Adviser has undertaken to make a commitment to the management and success of the Fund, and to employ its resources in an effort to both maintain and grow the Fund by seeking out expanded distribution opportunities, where possible. The Board also considered that the Fund will continue to receive the benefit of the strong compliance culture and financial resources of Focus following the Transaction.

ConclusionConclusions. HavingThe Board relied upon the advice of counsel, and their own business judgment in determining the material factors to be considered in evaluating the Advisory Agreements and the weight to be given to each such factor. Accordingly, having requested and received such information from the New Adviser as the BoardTrustees believed to be reasonably necessary to evaluate the terms of each of the New Advisory Agreement,Agreements, 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 New Advisory AgreementAgreements are reasonable;not unreasonable; (b) the investment advisory fee payable pursuant to each of the New Advisory AgreementAgreements is reasonable;not unreasonable; and (c) the New Advisory Agreement isAgreements are each in the best interests of the FundsFund and its shareholders.

Accordingly, Moreover, the Board by separate vote ofnoted that each Trustee may have afforded different weight to the Independent Trustees andvarious factors in reaching his conclusions with respect to the entire Board of Trustees, unanimously approved bothAdvisory Agreements.

Information about the NewInterim Advisory Agreement and voted to recommend the New Advisory Agreement to shareholders for approval.

Accordingly,As discussed above, at a May 23, 2023 meeting, the Board, including the Independent Trustees, unanimously recommends that shareholdersapproved the Interim Advisory Agreement. To assure continuity of advisory services, the Interim Advisory Agreement will take effect upon the Closing Date of the Funds vote “FOR” approvalTransaction. The terms of the Interim Advisory Agreement are identical to those of the Existing Advisory Agreement and New Advisory Agreement, in each case except for 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 are at least equivalent to the scope and quality of services provided under the Existing Advisory Agreement.

OTHER INFORMATION

OPERATION OF THE FUNDSGENERAL INFORMATION

Each Fund is a diversified seriesOwnership of the Northern Lights Fund Trust II, an open-end investment management company organized as a Delaware statutory trust and formed by an Agreement and Declaration of Trust. The Trust’s principal executive offices are located at 17605 Wright Street, Suite 2, Omaha, NE 68130. The Board supervises the business activities of the Funds. Like other mutual funds, the Funds retain various organizations to perform specialized services. The Old Adviser currently serves as the Funds’ investment adviser.

Northern Lights Distributors, LLC, located at 17605 Wright Street, Omaha, NE 68130, serves as principal underwriter and distributor of the Funds. Gemini Fund Services, LLC, provides the Funds with transfer agent, accounting and administrative services.

The most recent annual report of the Funds, including audited financial statements for the fiscal year ended November 30, 2017, has been mailed previously to shareholders. If you have not received these reports or would like to receive additional copies of the Annual Report or Semi-Annual Report to Shareholders, Prospectus and/or SAI, free of charge, please contact the Funds at the address set forth on the first page of this Proxy Statement or by calling (toll-free) 1-855-873-3837 and they will be sent to you by first class mail. You may also obtain copies at http://www.innealtafunds.com/funddocuments/.

THE PROXY

The Board solicits proxies so that each shareholder has the opportunity to vote on the proposals to be considered at the Meeting. A proxy for voting your shares at the Meeting is enclosed. The shares represented by each valid proxy received in time will be voted at the Meeting as specified. If no specification is made, the shares represented by a duly executed proxy will be voted for approval of the New Advisory Agreement; and at the discretion of the holders of the proxy, on any other matter that may come before the Meeting that the Trust did not have notice of a reasonable time prior to the mailing of this Proxy Statement. You may revoke your proxy at any time before it is exercised by (1) submitting a duly executed proxy bearing a later date, (2) submitting a written notice to the President of the Trust revoking the proxy, or (3) attending and voting in person at the Meeting.

VOTING INFORMATION

Shares

As of the Record Date, there were [_________]no Shareholder owned, beneficially or of record, more than 5% of the Fund, except as provided in Appendix E.

No officers or Trustees of the Trust owned shares of beneficial interestthe Fund as of the Dynamic International Opportunity Fund issued and outstanding. There were [_________] shares of Class I shares outstanding and [_________] shares of Class N shares outstandingRecord Date.

Other Information

Since May 31, 2023, no Trustee has purchased or sold securities exceeding 1% of the Dynamic International Opportunity Fund. outstanding securities of any class of the Adviser or its parent or subsidiaries.

As of the Record Date, there were [_________] sharesno Independent Trustee or any of beneficial interesttheir immediate family members owned beneficially or of record any class of securities of the Dynamic U.S. Opportunity Fund issued and outstanding. There were [_________] sharesAdviser or any person controlling, controlled by or under common control with the Adviser.

Payment of Class N shares outstanding and [_________] shares of Class I shares outstandingSolicitation Expenses

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

Delivery of Proxy Statement

All shareholdersOnly one copy of record of the Funds on the Record Date are entitledthis Proxy Statement may be mailed to vote at the Meeting on the Proposal. Each shareholder is entitled toeach household, even if more than one (1) vote per share held, and fractional votes for fractional shares held, on any matter submitted to a vote at the Meeting.

An affirmative vote of the holders of a majority of the outstanding shares of each Fund is required for the approval of the proposed New Advisory Agreement. As definedperson in the Investment Company Act of 1940, as amended,household is a vote ofFund Shareholder, unless the holders of a majority of the outstanding shares of a fund means the vote of (1) 67%applicable Fund has received contrary instructions from one or more of the voting shareshousehold’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 1-888-263-6443 or write to the Fund at c/o Ultimus Fund Solutions, LLC, 4221 North 203rd Street, Suite 100, Elkhorn, NE, 6802.

Other Business

The Trustees do not intend to bring any matters before the Meeting other than the Proposal 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 fund present at the meeting, if the holders of more than 50% of the outstanding shares of the fund are present in person or represented by proxy, or (2) more than 50% of the outstanding voting shares of the fund, whichever is less.

Thirty-three and one-third percent (33-1/3%) of the shares of each Fund present in person or represented by proxy and entitled to vote shall constitute a quorum at the Meeting.

Broker non-votes and abstentions will be considered present for purposes of determining the existence of a quorum and the number of shares of each Fund represented atsolicitation may come before the Meeting, but they are not affirmative votes for any proposal. As a result,the proxy as solicited confers discretionary authority with respect to approvalsuch matters as properly come before the Meeting, including any adjournment(s), postponement(s) or delays thereof, and it is the intention of the proposed New Advisory Agreement, non-votes and abstentions will have the same effectpersons named as a vote against the proposal because the required vote is a percentage of the shares present or outstanding.

SECURITY OWNERSHIP OF MANAGEMENT AND

CERTAIN BENEFICIAL OWNERS

To the best knowledge of the Trust, except as listed below, there were no Trustees or officers of the Trust or other shareholders who were the beneficial owners of more than 5% of the outstanding shares of each Fund on the Record Date. As of the Record Date, the Trust knows of no other person (including any “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that beneficially owns more than 5% of the outstanding shares of a Fund.

The record owners of more than 5% of the outstanding shares of the Dynamic International Opportunity Fund as of the record date ([_______], 2018) are listedattorneys-in-fact in the following table.proxy (or their substitutes) to vote the proxy in accordance with their judgment on such matters.

The record ownersSubmission of more than 5% of the outstanding shares of the Dynamic U.S. Opportunity Fund as of the record date ([_______], 2018) are listed in the following table.

Shareholders owning more than 25% of the shares of a Fund are considered to “control” the Fund, as that term is defined under the Investment Company Act of 1940, as amended. Persons controlling a Fund can determine the outcome of any proposal submitted to the shareholders for approval. As a group, the Trustees and officers of the Trust

owned 0% of the outstanding shares of the Funds as of the Record Date. As a result, the Trustees and officers as a group are not deemed to control the Funds.

SHAREHOLDER PROPOSALS

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 Investment Company Act of 1940, as amended.

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 fact thatTrust is generally not required to hold annual meetings of Shareholders, and the Trust receives a shareholder proposal in a timely mannergenerally does not ensure its inclusionhold a meeting of Shareholders in itsany 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 materials, because there are other requirementsmaterial 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 relatingunder 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 such inclusion.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. Both the principal underwriter and administrator are located at 4221 North 203rd Street, Suite 100, Elkhorn, NE 68022.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on August 31, 2023

The Proxy Statement is available on the Internet at https://vote.proxyonline.com/alfrank/docs/2023special.pdf.

Reports to Shareholders and Financial Statements

The annual report and semi-annual report to Shareholders of each Fund, including financial statements of each Fund, have previously been sent to Fund Shareholders. To request a report for the Fund, please call (888) 263-6443, write to the Fund at c/o Ultimus Fund Solutions, LLC, 4221 North 203rd Street, Suite 100, Elkhorn, NE 6802, or visit www.alfrankfunds.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 1-888-263-6443. You shouldmay also notify the Fund in writing at c/o Ultimus Fund Solutions, LLC, 4221 North 203rd Street, Suite 100, Elkhorn, NE, 6802. Individual copies of prospectuses and reports will be awaresent 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 June 15, 2023 (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 annual meetingsis 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 shareholders area later-dated proxy, or by attending the Meeting and voting in person (merely attending the Meeting, however, will not requiredrevoke 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 long as therepresent for purposes of determining whether a quorum is no particular requirementpresent and whether the proposal is approved by a “majority of the outstanding voting securities” under the Investment Company Act of 1940, as amended which must(the “1940 Act”). Broker non-votes and abstentions will be metconsidered 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 convening suchbrokers 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 shareholder meeting. Any shareholder proposal should be sent to [___________], Northern Lights Fund Trust II, c/o Gemini Fund Services, LLC, 80 Arkay Drive, Suite 110, Hauppauge, NY 11788.particular matter.

COST OF SOLICITATIONThere 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 1-888-263-6443 to obtain directions to the site of the Meeting.

Quorum; Adjournment

The Board is making this solicitation of proxies. The Trust may engage, [AST Fund Solutions, LLC (“AST”)], a proxy solicitation firm, to assist in the solicitation. [The estimated fees anticipated to be paid to AST are approximately between $[_______] and $[______].] The cost of preparing and mailing this Proxy Statement, the accompanying Notice of Special Meeting and proxy and any additional materials relating to the Meeting and the cost of soliciting proxies will be borne by the New Adviser. In addition to solicitation by mail, the Trust will request banks, brokers and other custodial nominees and fiduciaries, to supply proxy materials to the respective beneficial owners of shares of each Fund of whom they have knowledge, and the New Adviser will reimburse them for their expenses in so doing. Certain officers, employees and agents of the Trust and the New Adviser may solicit proxiespresence in person or by telephone, facsimile transmission,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 mail, for which they will not receive any special compensation.

OTHER MATTERS

The Board knows of no other matters to be presentedrepresented by proxy, shall constitute a quorum at the Meeting, other than as set forth above. If any other matters properly come before the Meeting that the Trust did not have notice of a reasonable time priorpermitting action to the mailing of this Proxy Statement, the holders of the proxy will vote thebe taken. The shares represented by the proxy on such matters in accordance with their best judgment, and discretionary authority to do so is included in the proxy.

REVOCABILITY OF PROXIES

The presence of a shareholder at the Meeting will not automatically revoke such shareholder’s proxy. A shareholder may, however, revoke a proxy at any time prior to its exercise by filing a written notice of revocation with, or by delivering a duly executed proxy bearing a later date to: Dynamic International Opportunity Fund and Dynamic U.S. Opportunity Fund c/o Gemini Fund Services, LLC, 80 Arkay Drive, Suite 110, Hauppauge, NY 11788, by calling 1-800-[_________] or by attending the Meeting and voting in person. All valid, unrevoked proxies will be voted at Meeting.

PROXY DELIVERY

that is properly

If youexecuted and another shareholder sharereturned will be considered to be present at the same address,Meeting. All properly executed proxies received in time for the TrustMeeting 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 Proposal.

Whether or not a quorum is present, or represented at the Meeting, the Meeting may only send one Proxy Statement unless you orbe adjourned from time to time by the other shareholder(s) request otherwise. Call or write to the Trust if you wish to receivevote of a separate copymajority of the Proxy Statement,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 Trustenclosed 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 AST at 1-866-416-0565 (toll-free). Representatives are available [Monday through Friday, 9:00 a.m. – 5:00 p.m. (Central Time)].

Required Vote

Approval of the Proposal 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 Proposal is contingent upon the completion of the Transaction. If the Transaction is not completed, then the Existing Advisory Agreement would not be terminated and would remain in effect.

Approval of the Proposal will promptly mailoccur only if a copysufficient number of votes at the Meeting are cast FOR that 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 you. You may also call or writeone vote for the Fund share. Fractional shares are entitled to the Trust if you wish to receive a separate proxy in the future or if you are receiving multiple copies now and wish to receive a single copy in the future. For such requests, call the Trust at (631) 470-2600, or write the Trust at 17605 Wright Street, Suite 2, Omaha, NE 68130.proportional voting rights.

EXHIBITS:

APPENDIX LIST

Appendix A

New Advisory AgreementShares Outstanding

Appendix B

New Expense Limitation AgreementAdvisory Fee Rates