The Atlantic Building
950 F Street, NW
Washington, DC 20004-1404
202-239-3300 | Fax: 202-239-3333
Helena Gu | Direct Dial: 774-267-7171 | Email: Helena.gu@alston.com |
January 15, 2021
VIA E-mail and EDGAR
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attn: Jaea F. Hahn
Re: | Northern Lights Fund Trust II (the “Trust” or “Registrant”) Preliminary Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934, filed on December 29, 2020 File Numbers 333-174926; 811-22549 |
Ladies and Gentlemen:
This letter is in response to the comments provided by the staff of the U.S. Securities and Exchange Commission (the “Staff”) via telephone on January 7, 2021 (the “Comments”), relating to the Preliminary Proxy Statement on Schedule 14A filed on December 29, 2020 regarding WOA All Asset I (the “Fund”), a series of the Trust. A revised proxy statement reflecting these changes will be filed subsequent to this correspondence. Capitalized terms used and not defined herein have the meanings given to them in the Preliminary Proxy Statement.
General Comments
Comment #1
The Staff requests the following:
A. | Please respond to all comments in writing, addressed to Ms. Hahn and filed as correspondence on EDGAR prior to effectiveness of the filing. |
B. | Please remove all brackets and fill in all blanks. |
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January 15, 2021 Page 2 |
C. | We remind you that the Registrant and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. |
D. | When a comment applies to disclosure that appears elsewhere in the prospectus please make corresponding changes in each place such disclosure appears. |
Response #1
The Registrant acknowledges the comments and will make all necessary conforming changes as requested.
Comment #2
Please explain supplementally why the Trust cannot rely on the Dean Witter, Discover & Co.; Morgan Stanley Group no action letter in connection with Morgan Stanley’s acquisition of Eaton Vance Corp.?
Response #2
Pursuant to the Merger Agreement between Morgan Stanley and Eaton Vance Corp. (“EVC”), a condition to closing the transaction is that advisory clients of EVC’s investment adviser subsidiaries (which would include the Fund and other advisory clients) representing a specified percentage of EVC revenue consent to the continuation of their advisory relationships after the Closing. As such, while the Registrant believes that it could rely on the Dean Witter, Discover & Co.; Morgan Stanley Group no action letter in connection with Morgan Stanley’s acquisition of EVC, it is pursuing shareholder consent of the New Advisory Agreement. The Registrant would not require reliance on that no action letter with respect to the Fund to the extent that the New Advisory Agreement is approved by shareholders prior to Closing.
Q&A
Comment #3
In Q&A section, you address what will happen if shareholders do not approve the new advisory agreement. Please repeat this discussion in main body of the Proxy Statement.
Response #3
The Registrant will make the requested change.
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Proxy Statement – Summary of the Proposal
Information Concerning the Adviser
Comment #4
In the section "Information Concerning the Adviser" on page seven of the proxy statement, please disclose the addresses of all of the parents of the investment adviser and show the basis of control of the investment adviser and each parent. Item 22(c)(3) of Schedule 14A.
Response #4
The Registrant will add the requested addresses but notes that the basis of control of the investment adviser by its parent is already described in the proxy statement.
Expense Limitation Agreement
Comment #5
Please consider revising part two of the discussion regarding reimbursement by the Fund to the adviser of waived fees or reimbursed expenses to clarify that “the reimbursement may not be made if it would cause the expense limitation in effect at the time of the waiver or currently in effect, whichever is lower, to be exceeded ‘after the reimbursement has been taken into account’”.
Response #5
The Registrant will make the requested change.
Evaluation of the Board of Trustees
Comment #6
Please explain supplementally if the Board considered any factors that weighed against approval of the advisory agreement?
Response #6
The Registrant confirms that the Board did not note any factors that weighed against approval of the New Advisory Agreement.
Comment #7
Please provide a draft of the proxy card filed on Edgar for review.
Response #7
A proxy card is included as Exhibit A for review and will be filed with the definitive proxy statement.
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If you have any further questions, comments or informational requests relating to this matter, please do not hesitate to contact Helena Gu at (404) 881-7171 or David J. Baum at (202) 239-3346.
Sincerely,
/s/ Helena Gu
Helena Gu
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EXHIBIT A
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