M&A - NORTHERN LIGHTS FUND TRUST II

Form Type: 497

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: Update

Accession Number: 000158064225002016

Filing Summary: On March 21, 2025, GGM Wealth Advisors (GGM) was acquired by Waverly Advisors, LLC (Waverly). This acquisition resulted in the automatic termination of the investment advisory agreement between Northern Lights Fund Trust II (the Trust), on behalf of GGM Macro Alignment ETF (the Fund), and GGM. Waverly has taken over management of the Fund under an interim advisory agreement effective from the acquisition date. Furthermore, the prior sub-advisory agreement between GGM and Penserra Capital Management LLC also terminated as a consequence. Waverly will manage the Fund until a new investment advisory agreement is approved by shareholders at a forthcoming meeting. The interim agreements will terminate on August 18, 2025, or earlier upon approval of the new agreements, which will maintain similar fee structures to the prior agreements. Shareholders as of March 14, 2025, will receive more information regarding the new agreements and the acquisition. Waverly has substantial assets under management, approximately $16 billion, and is partially owned by HGGC Fund IV and its employees.

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Form Type: DEF 14A

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000158064225002015

Filing Summary: Northern Lights Fund Trust II filed a Proxy Statement discussing proposals for a special meeting of shareholders scheduled for May 14, 2025. The proposals include the approval of a new investment advisory agreement between the Trust and Waverly Advisors, LLC, following Waverly's acquisition of GGM Macro Alignment ETF's former adviser, Grant/GrossMendelsohn, LLC. The acquisition closed on March 21, 2025. The new agreements are designed to maintain the operational continuity of the Fund and are on similar terms to the existing agreements. Shareholders are encouraged to vote FOR these proposals to ensure ongoing management and compliance with regulatory requirements under the Investment Company Act of 1940. The Fund's name and share ownership will remain unchanged post-transaction. Detailed voting instructions are provided, and the record date for eligibility to vote is set for March 14, 2025.

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Form Type: PRE 14A

Filing Date: 2025-03-04

Corporate Action: Acquisition

Type: New

Accession Number: 000158064225001367

Filing Summary: Northern Lights Fund Trust II filed a preliminary proxy statement seeking shareholder approval for two main proposals at a special meeting scheduled for May 14, 2025. The proposals include the approval of a new investment advisory agreement between the Trust on behalf of the GGM Macro Alignment ETF and Waverly Advisors, LLC, as well as a new investment sub-advisory agreement between Waverly and Penserra Capital Management LLC. The Board of Trustees unanimously approved these proposals, emphasizing that the transaction is expected to close before the end of Q1 2025. This change comes as GGM, the current adviser, plans to sell substantially all of its assets and contractual responsibilities to Waverly, which is an SEC-registered investment adviser. The transaction is not anticipated to materially affect the ETF's day-to-day operations or management. Shareholders are also advised to vote by May 6, 2025, for their votes to be counted. The meeting aims to ensure continuity and avoid additional costs for the Fund in case the new agreements are not approved.

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