Northern Lights Fund Trust II PRE 14A, filed Jan 27, 2026
Northern Lights Fund Trust II (ESN)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities Act of 1934
Filed by a Party other than the Registrant o
Filed by the Registrant x
Check the appropriate box:
| x | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| o | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to §240.14a-12 |
NORTHERN LIGHTS FUND TRUST II
(Exact
Name of Registrant as Specified in Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. | |
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| (4) | Proposed maximum aggregate value of transaction: | |
| (5) | Total fee paid: | |
| o | Fee paid previously with preliminary materials: | |
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
| (1) | Amount Previously Paid: | |
| (2) | Form, Schedule or Registration No.: | |
| (3) | Filing Party: | |
| (4) | Date Filed: | |
NORTHERN
LIGHTS FUND TRUST II
AL FRANK FUND
(the “Fund”)
February [•], 2026
Dear shareholders:
The enclosed Proxy Statement discusses a proposal to be voted upon by shareholders of the above-named Fund, a series of Northern Lights Fund Trust II (the “Trust”), at a special meeting of shareholders to be held at the offices of Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246 on March 31, 2026, at 10:00 a.m. 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 Fund’s investment adviser is delighted to share some important news regarding the continued evolution of its business. Kovitz Investment Group Partners, LLC (“Kovitz”), which was already a member of the Focus Financial Partners, LLC (“Focus”) family of companies, formally joined Focus Partners Wealth, LLC (the “New Adviser”), a fellow affiliated firm of Focus, on January 1, 2026 (the “Transaction”). The Transaction presented an opportunity to combine the complementary resources of the two organizations to better serve clients. Both Kovitz and the New Adviser were wholly-owned indirect subsidiaries of Focus. The Transaction is not expected to result in any material change in the day-to-day management of the Fund, and the current portfolio management team of the Fund will remain the same.
The Transaction resulted in a change of control of Kovitz because the New Adviser acquired a substantial majority of the assets of Kovitz (the “Change of Control”) on January 1, 2026 (the “Closing Date”). Consistent with the requirements of the Investment Company Act of 1940, as amended (the “1940 Act”), the advisory agreement between Kovitz and the Trust on behalf of the Fund (“Prior Advisory Agreement”) contained a provision that the agreement would terminate automatically in the event of its “assignment” (as defined in the 1940 Act). The Change of Control was deemed an assignment of the Prior Advisory Agreement and resulted in the automatic termination of the Prior Advisory Agreement.
At a meeting held on October 21, 2025, the Board of the Trust unanimously approved a new investment advisory agreement between the New Adviser and the Trust with 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 New Adviser will provide investment advisory services to the Fund on the same terms and conditions and at the same advisory fee rate as those currently in effect. The Fund’s investment objective, policies, risks, principal or non-principal strategies, and fundamental or non-fundamental investment restrictions did not change as a result of the Transaction. The investment advisory personnel who managed the Fund as of the Closing Date continued to do so after the Closing Date as employees of the New Adviser. In addition, the Board of Trustees who oversee the Trust will continue to do so if the New Advisory Agreement goes into effect.
To provide for continuity in the operation of the Fund given the timing of the vote for the New Advisory Agreement, the Board unanimously approved an interim advisory agreement (the “Interim Advisory Agreement”) with the New Adviser 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 termination of the Prior Advisory Agreement. The Interim Advisory Agreement, which took effect on the Closing Date, has an identical advisory fee rate and identical terms and provisions as the Prior Advisory Agreement, except for
the effective and termination dates, certain escrow provisions, and other immaterial changes. The Interim Advisory Agreement may be terminated prior to the completion of its 150-day term, and will terminate in the event that shareholders of the Fund approve the New Advisory Agreement.
Additionally, in connection with the Change of Control, the New Adviser has agreed to take certain actions to rely on the provisions of Section 15(f) of the 1940 Act. Section 15(f) provides a non-exclusive “safe harbor” for the New Adviser or any affiliated persons thereof to receive any amount or benefit in connection with a change in control of the New Adviser as long as (i) for a period of three (3) years following the Change of Control, at least 75% of the members of the Board of Trustees of the Trust are not “interested persons” as defined in the 1940 Act of the New Adviser or its predecessor and (ii) for a period of two (2) years following the Change of Control, there is not imposed an unfair burden on the Fund as a result of the Transaction or any express or implied terms, conditions, or understandings related to the Transaction.
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 special meeting of shareholders scheduled for March 31, 2026. Please submit your proxy via the Internet, phone or mail as soon as possible. Specific instructions for these voting options can be found on the enclosed proxy card. To ensure that your vote is counted, your executed proxy card must be received by 11:59 p.m. Eastern time on [•], 2026.
Thank you for your continued support.
Very truly yours,
Kevin
E. Wolf
President
Northern Lights Fund Trust II
NORTHERN
LIGHTS FUND TRUST II
AL FRANK FUND
(the “Fund”)
February [•], 2026
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
To Be Held On March 31, 2026
225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246
(888) 263-6443
Notice is hereby given that a special meeting (the “Meeting”) of 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, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246 on March 31, 2026, at 10:00 a.m. Eastern Time. At the Meeting, shareholders will be asked to vote on the following Proposal with respect to the Fund:
Proposal
1. To approve a new investment advisory agreement between the Trust, on behalf of the Fund, and Focus Partners Wealth, LLC.
2. To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.
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 January 15, 2026 (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, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246 or by voting in person at the Meeting (merely attending the Meeting, however, will not revoke any previously submitted proxy). If your shares are held through an intermediary, your intermediary may have different voting instructions or deadlines.
If the necessary quorum to transact business for the Fund, or the vote required to approve the Proposal, 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 [•], 2026.
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 or vote by touch-tone telephone or Internet. 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 MARCH 31, 2026
The
Proxy Statement is available on the Internet at
vote.proxyonline.com/alfrank/docs/2026mtg.pdf
If you need assistance, or have any questions regarding the Proposal or how to vote your shares, please call EQ Fund Solutions at (800) 967-4617.
By order of the Board of the Trust, on behalf of the Fund.
Kent
Barnes
Secretary
Northern Lights Fund Trust II
February [•], 2026
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 matters that shareholders are being asked to vote on at the Meeting. Your vote is important.
QUESTIONS AND ANSWERS
| Q. | What are Shareholders being asked to vote for at the upcoming Special Meeting of Shareholders on March 31, 2026 (the “Meeting”)? |
| A. | At the Meeting, shareholders will be voting on a proposal (the “Proposal”) to approve a new investment advisory agreement (the “New Advisory Agreement”) between Northern Lights Fund Trust II (the “Trust”) on behalf of Al Frank Fund (the “Fund”) and Focus Partners Wealth, LLC (the “New Adviser”). |
| Q. | Has the Board of Trustees of the Trust approved the Proposal? |
| A. | At an in-person meeting of the Trust’s Board of Trustees (the “Board” and each member a “Trustee”) held on October 21, 2025, which was called for the purpose of approving the New Advisory Agreement, the Board, including the Trustees who are not “interested persons” of the Fund (the “Independent Trustees”), as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), unanimously approved the New Advisory Agreement for the Fund. |
| Q. | Why am I being asked to vote on the Proposal? |
| A. | Kovitz Investment Group Partners, LLC (“Kovitz”), which was already a member of the Focus Financial Partners, LLC (“Focus”) family of companies, formally joined Focus Partners Wealth, LLC (the “New Adviser”), a fellow affiliated firm of Focus, on January 1, 2026 (the “Transaction”). The Transaction presented an opportunity to combine the complementary resources of the two organizations to better serve clients. Both Kovitz and the New Adviser were wholly-owned indirect subsidiaries of Focus. The Transaction is not expected to result in any material change in the day-to-day management of the Fund, and the current portfolio management team of the Fund will remain the same. |
The Transaction resulted in a change of control of Kovitz because the New Adviser acquired a substantial majority of Kovitz’s assets (the “Change of Control”) on January 1, 2026 (the “Closing Date”). Consistent with the requirements of the Investment Company Act of 1940, as amended (the “1940 Act”), the advisory agreement between Kovitz and the Fund (“Prior Advisory Agreement”) contained a provision that the Prior Advisory Agreement would terminate automatically in the event of its “assignment” (as defined in the 1940 Act). The Change of Control was deemed an assignment of the Prior Advisory Agreement and resulted in the automatic termination of the Prior Advisory Agreement.
At a meeting held on October 21, 2025, the Board of the Trust unanimously approved a new investment advisory agreement between the New Adviser and the Trust with 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.
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Under the New Advisory Agreement, the New Adviser will provide investment advisory services to the Fund on the same terms and conditions and at the same advisory fee rate as those currently in effect. The Fund’s investment objective, policies, risks, principal or non-principal strategies, and fundamental or non-fundamental investment restrictions did not change as a result of the Transaction. The investment advisory personnel who managed the Fund as of the Closing Date continued to do so after the Closing Date as employees of the New Adviser. In addition, the Board of Trustees who oversee the Trust will continue to do so if the New Advisory Agreement goes into effect.
To provide for continuity in the operation of the Fund given the timing of the vote for the New Advisory Agreement, the Board unanimously approved an interim advisory agreement (the “Interim Advisory Agreement”) with the New Adviser 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 termination of the Prior Advisory Agreement. The Interim Advisory Agreement, which took effect on the Closing Date, has an identical advisory fee rate and identical terms and provisions as the Prior Advisory Agreement, except for the effective and termination dates, certain escrow provisions, and other immaterial changes. The Interim Advisory Agreement may be terminated prior to the completion of its 150-day term, and will terminate in the event that shareholders of the Fund approve the New Advisory Agreement.
Shareholders are being asked to vote on the New Advisory Agreement, NOT the Transaction itself.
The Proxy Statement provides additional information about Kovitz, the New Adviser and the Proposal. The New Advisory Agreement will become effective upon the approval of the New Advisory Agreement by shareholders of the Fund.
| Q. | How does the Board recommend that I vote? |
| A. | The Board recommends that you vote FOR the Proposal. |
| Q. | Why is the Board recommending that I approve the Proposal? |
| A. | The Board recommends that you approve the Proposal (i) to ensure that the operation of your Fund can continue without any interruption and so the New Adviser can continue to provide your Fund with the services currently being provided; and (ii) to avoid additional costs to the Fund for seeking alternatives. |
If shareholders do not approve the New Advisory Agreement prior to the expiration of the Interim Advisory Agreement, the Board will take such action as it deems to be in the best interests of the Fund and its shareholders, which may include seeking approval of a different advisory agreement or considering other alternatives.
| Q. | Will the fee rate payable under the New Advisory Agreement be higher than that payable under the Prior Advisory Agreement? |
| A. | No. The Proposal does not seek any increase in fee rate. Like the Prior Advisory Agreement, the New Advisory Agreement provides for the Fund to compensate the New Adviser at an annual rate of 1.00% of the Fund’s average daily net assets, payable on a monthly basis. Under both the Prior Advisory Agreement and the New Advisory Agreement, the Fund is responsible for its own operating expenses. |
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| Q. | Are there any material differences between the terms of the Prior Advisory Agreement and the New Advisory Agreement? |
| A. | No. There are no material differences between the terms of the Prior Advisory Agreement and the New Advisory Agreement, other than the party serving as investment adviser, and the effective and termination dates. |
| Q. | Will my Fund pay for this proxy solicitation or for the costs of the Transaction? |
| A. | No. The Fund will not bear these costs. The New Adviser or its parent company have agreed to pay for all costs for this proxy solicitation and the costs of the Transaction. |
| Q. | Why are you sending me this information? |
| A. | You are receiving these proxy materials because, as of the Record Date (defined below), you owned shares in the Fund and have the right to vote on this very important Proposal concerning your investment. |
| Q. | Who is entitled to vote? |
| A. | If you owned shares of the Fund as of the close of business on January 15, 2026 (the “Record Date”), you are entitled to vote. |
| Q. | How do I vote my shares? |
| A. | You can vote in person at the Meeting. If you cannot attend and vote at the Meeting in person, we urge you to vote your shares by submitting your proxy via the Internet, phone or mail as soon as possible. Specific instructions for these voting options can be found on the enclosed proxy card. To ensure that your vote is counted, your executed proxy card must be received by 11:59 p.m. Eastern time on [•], 2026. Please refer to the enclosed proxy card for instructions for voting by telephone, Internet or mail. If your shares are held through an intermediary, your intermediary may have different voting instructions or deadlines. |
| Q. | What vote is required to approve the Proposal? |
| A. | 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. |
| Q. | What happens if I sign and return my proxy card but do not mark my vote? |
| A. | Your proxy will be voted FOR the Proposal. |
| Q. | May I revoke my proxy? |
| A. | You may revoke your proxy at any time before it is exercised by giving notice of your revocation in writing to the Trust at c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, or by the execution and delivery of a later-dated proxy. You may also |
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| revoke your proxy by attending the Meeting, requesting the return of your proxy and voting in person (merely attending the Meeting, however, will not revoke any previously submitted proxy). |
| Q. | How can I obtain a copy of the Fund’s annual report? |
| A. | If you would like to receive a copy of the latest annual report for the Fund, please call (888) 263-6443, write to the Fund at c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, or visit the Fund’s website at https://www.alfrankfunds.com. The annual report will be furnished free of charge. |
| 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 EQ Fund Solutions at (800) 967-4617. |
| Q. | Where and when will the Meeting be held? |
| A. | The Meeting will be held at the offices of Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246 on March 31, 2026, at 10:00 am Eastern time. |
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VOTE TODAY!
TO AVOID THE EXPENSE OF A DELAYED MEETING, PLEASE RESPOND PROMPTLY.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
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. Alternatively, you may call the toll-free number on your proxy card to vote by telephone or vote over the Internet at the website listed on your proxy card. If your shares are held through an intermediary, your intermediary may have different voting instructions or deadlines. 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 proxy card you receive.
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general instructions for executing proxy cards may be of assistance to you and help avoid the time and expense involved in validating your vote if you fail to execute your proxy card(s) properly.
| 1. | Individual Accounts: Your name should be signed exactly as it appears in the registration on the proxy card. |
| 2. | Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration. |
| 3. | All other accounts should show the capacity of the individual signing. This can be shown either in the form of the account registration itself or by the individual executing the proxy card. For example: |
Registration Valid Signature
| A. | 1) | ABC Corp. | John D. Smith, Treasurer |
| 2) | ABC Corp. c/o John D. Smith, Treasurer | John D. Smith, Treasurer | |
| B. | 1) | ABC Corp. Profit Sharing Plan | John D. Smith, Treasurer |
| 2) | ABC Trust | John D. Smith, Treasurer | |
| C. | 1) | Jane B. Smith, Cust. f/b/o | Jane B. Smith Mary C. Smith UGMA |
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Subject to Completion, dated [•], 2026
NORTHERN
LIGHTS FUND TRUST II
AL FRANK FUND
(the “Fund”)
225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246
PROXY STATEMENT
FOR THE SPECIAL MEETING OF SHAREHOLDERS
To Be Held On March 31, 2026
This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Trustees (the “Board” or the “Trustees”) of Northern Lights Fund Trust II (the “Trust”), a Delaware statutory trust, on behalf of the Fund, to be used at a special meeting of shareholders (the “shareholders”) to be held in the offices of Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246 on March 31, 2026 at 10:00 a.m. Eastern time and at any adjournment(s), postponement(s) or delay(s) thereof (such meeting and any adjournment(s), postponement(s) or delay(s) being referred to as the “Meeting”).
The solicitation of proxies for use at the Meeting is being made by the Fund by the mailing on or about February [•], 2026 of the Notice 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 investment adviser and/or its affiliates. Authorization to execute 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 Proposal with respect to the Fund:
Proposal
| 1. | To approve a new investment advisory agreement between the Trust, on behalf of the Fund, and Focus Partners Wealth, LLC. |
| 2. | To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof. |
The Board has set the close of business on January 15, 2026, as the record date (the “Record Date”) for the Meeting, and 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.”
To request a copy of the Proxy Statement or the annual report of the Fund, please call (888) 263-6443, write to the Fund at c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, or visit the Fund’s website at https://www.alfrankfunds.com/for the annual report, or vote.proxyonline.com/alfrank/docs/2026mtg.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.
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TABLE OF CONTENTS
| Page | |
| GENERAL OVERVIEW | 1 |
| The Transaction | 1 |
| About Kovitz and the New Adviser | 2 |
| Reliance on Section 15(f) of the 1940 Act | 2 |
| Post-Transaction Structure and Operations | 3 |
| PROPOSAL — APPROVAL OF THE NEW ADVISORY AGREEMENT | 4 |
| Affiliated Service Providers, Affiliated Brokerage and Other Fees | 5 |
| Information about Kovitz and the New Adviser | 5 |
| Required Vote | 6 |
| BOARD CONSIDERATIONS | 7 |
| Summary of Board Meetings and Considerations | 7 |
| Board Approval of the Investment Advisory Agreement | 7 |
| Information about the Interim Advisory Agreement | 11 |
| GENERAL INFORMATION | 12 |
| Ownership of Shares | 12 |
| Other Information | 12 |
| Payment of Solicitation Expenses | 12 |
| Delivery of Proxy Statement | 12 |
| Other Business | 12 |
| Submission of Shareholder Proposals | 12 |
| Principal Underwriters and Administrator | 13 |
| Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on March 31, 2026 | 13 |
| Reports to Shareholders and Financial Statements | 13 |
| VOTING INFORMATION | 14 |
| Voting Rights | 14 |
| Attending the Meeting | 14 |
| Quorum; Adjournment | 15 |
| Required Vote | 15 |
| APPENDIX LIST | 16 |
| Appendix A | 17 |
| Appendix B | 18 |
| Appendix C | 19 |
| Appendix D | 20 |
| Appendix E | 21 |
| Appendix F | 22 |
2
GENERAL OVERVIEW
The Transaction
Kovitz Investment Group Partners, LLC (“Kovitz”) served as investment adviser to Al Frank Fund (the “Fund”) under an investment advisory agreement between Kovitz and Northern Lights Fund Trust II (the “Trust”), on behalf of the Fund dated May 23, 2023 (the “Prior Advisory Agreement”). On January 1, 2026, Focus Partners Wealth, LLC (the “New Adviser”), became the Fund’s investment adviser as the result of a corporate restructuring. The New Adviser currently operates under an interim advisory agreement. As the Fund’s investment adviser, the New Adviser is responsible for the Fund’s overall investment strategy and its implementation.
Kovitz, which was already a member of the Focus Financial Partners, LLC (“Focus”) family of companies, formally joined Focus Partners Wealth, LLC (the “New Adviser”), a fellow affiliated firm of Focus, on January 1, 2026 (the “Transaction”). The Transaction presented an opportunity to combine the complementary resources of the two organizations to better serve its clients. Both Kovitz and the New Adviser were wholly-owned indirect subsidiaries of Focus. The Transaction is not expected to result in any material change in the day-to-day management of the Fund, and the current portfolio management team of the Fund will remain the same.
The Transaction resulted in a change of control of Kovitz because the New Adviser acquired a substantial majority of Kovitz’s assets (the “Change of Control”) as of January 1, 2026 (the “Closing Date”). Consistent with the requirements of the Investment Company Act of 1940, as amended (the “1940 Act”), the Prior Advisory Agreement contained a provision that the Prior Advisory Agreement would terminate automatically in the event of its “assignment” (as defined in the 1940 Act). The Change of Control was deemed an assignment of the Prior Advisory Agreement and resulted in the automatic termination of the Prior Advisory Agreement.
At a meeting held on October 21, 2025, the Board of the Trust unanimously approved a new investment advisory agreement between the New Adviser and the Trust with 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 New Adviser will provide investment advisory services to the Fund on the same terms and conditions and at the same advisory fee rate as those currently in effect. The Fund’s investment objective, policies, risks, principal or non-principal strategies, and fundamental or non-fundamental investment restrictions did not change as a result of the Transaction. The investment advisory personnel who managed the Fund as of the Closing Date continued to do so after the Closing Date as employees of the New Adviser. In addition, the Board of Trustees who oversee the Trust will continue to do so if the New Advisory Agreement goes into effect.
To provide for continuity in the operation of the Fund given the timing of the vote for the New Advisory Agreement, 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 termination of the Prior Advisory Agreement. The Interim Advisory Agreement, which took effect on the Closing Date, has an identical advisory fee rate and identical terms and provisions as the Prior Advisory Agreement, except for the effective and termination dates, certain escrow provisions, and other immaterial changes. The Interim Advisory Agreement may be terminated prior to the completion of its 150-day term, and will terminate in the event that shareholders of the Fund approve the New Advisory Agreement.
1
The Transaction did NOT CHANGE your Fund’s name or the number of shares you own of the Fund.
About Kovitz and the New Adviser
Kovitz Investment Group Partners, LLC, served as the Fund’s investment adviser prior to the Closing Date. Since its organization in 2003, Kovitz provided investment advisory and administrative services primarily to high net worth individuals and institutional clients. As of November 30, 2025, Kovitz had approximately $38 billion in assets under management. Prior to the Closing Date, Kovitz was a wholly-owned indirect subsidiary of Focus (as defined below).
Focus Partners Wealth, LLC, 190 Carondelet Plaza, Suite 600, St. Louis, Missouri 63105, is the New Adviser to the Fund. The New Adviser has been registered with the SEC since December 7, 2011. The New Adviser offers a suite of wealth advisory services and other services to individuals, families, qualified retirement plans, institutions, and businesses. As of November 30, 2025, the New Adviser managed and advised on approximately $140 billion in assets under management.
The New Adviser is a part of the Focus Financial Partners, LLC, 190 Carondelet Plaza, Suite 600, St. Louis, Missouri 63105, (“Focus”) partnership, and is a wholly-owned indirect subsidiary of Focus. Focus Financial Partners Inc., 190 Carondelet Plaza, Suite 600, St. Louis, Missouri 63105, is the sole managing member of Focus. Ultimate governance of Focus is conducted through the board of directors at Ferdinand FFP Ultimate Holdings, LP. Focus is majority owned, indirectly and collectively, by investment vehicles affiliated with Clayton, Dubilier & Rice, LLC. Focus was formed in Delaware on November 30, 2004, and the New Adviser was incorporated in Delaware on July 21, 2011.
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 any amount or benefit in connection with a change in control of an investment adviser, such as those specified in the transaction agreement.
The first condition of Section 15(f) is that for a period of three years following the change of control, which is the Closing Date, at least 75% of the members of the Board of Trustees of the Trust shall not be “interested persons” (as defined in the 1940 Act) of the New Adviser or Kovitz.
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 the Transaction. An “unfair burden” would include any arrangement whereby an “adviser” (such as the New 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.
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Post-Transaction Structure and Operations
Following the Closing Date, the New Adviser began serving as the Fund’s adviser pursuant to an Interim Advisory Agreement. The Transaction has not and 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 managed the Fund as of the Closing Date continued to do so after the Closing Date as employees of the New Adviser. However, there can be no assurance that any particular employee of the New Adviser will choose to remain employed by the New Adviser in the future.
The New Advisory Agreement 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 New Advisory Agreement, and you will still own the same number of shares of the Fund. The Fund’s name will not change as a result of the New Advisory Agreement. The Trustees will continue in office 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 New Adviser are proposed or planned by the Board or the New Adviser at this time in connection with the Transaction or the approval of the New Advisory Agreement.
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PROPOSAL — APPROVAL OF THE NEW ADVISORY AGREEMENT
Background
Kovitz Investment Group Partners, LLC (“Kovitz”) served as investment adviser to the Fund under the Prior Advisory Agreement. The Prior Advisory Agreement was last approved by the shareholders on May 23, 2023.
As required by the 1940 Act, the Prior Advisory Agreement provided for its automatic termination in the event of an assignment, which occurred upon the Closing Date of the Transaction. To provide for continuity in the operation of the Fund, at a meeting held on October 21, 2025, the Board unanimously approved the Interim Advisory Agreement.
The Proposal
Shareholders of the Fund are being asked to approve the New Advisory Agreement. As described above, approval of the New Advisory Agreement is sought so that the operation of the Fund can continue without interruption. If the New Advisory Agreement is approved by the shareholders of the Fund, the New Advisory Agreement will become effective for the Fund upon the date of approval by shareholders.
Board Approval and Recommendation
At a meeting held on October 21, 2025, the Board, including the Trustees who are not “interested persons” of the Fund, Kovitz or the New Adviser within the meaning of the 1940 Act (the “Independent Trustees”), determined that approval of the New Advisory Agreement is in the best interests 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. A summary of the Board’s considerations is provided below in the section titled “Board Considerations.”
Description of the Prior Advisory Agreement and the New Advisory Agreement
The New Advisory Agreement is being proposed for the Fund. The form of New Advisory Agreement is set forth in Appendix F to this Proxy Statement. The advisory fee rate under the New Advisory Agreement is identical to the fee rate under the Prior Advisory Agreement. Like the Prior Advisory Agreement, the New Advisory Agreement provides for the Fund to compensate the New Adviser at an annual rate of 1.00% of the Fund’s average daily net assets, payable on a monthly basis. The annual advisory fee rate payable to the New Adviser is set forth in Appendix B and the fees paid to Kovitz for the most recent fiscal year end of the Fund are set forth in Appendix C. Under both the Prior Advisory Agreement and the New Advisory Agreement, the Fund is responsible for its own operating expenses.
Differences between the Prior Advisory Agreement and the New Advisory Agreement
The terms of the New Advisory Agreement are the same as the Prior Advisory Agreement, except for the effective and termination dates and a few immaterial terms. The New Advisory Agreement will be effective as of the date of shareholder approval of the Proposal. The New Advisory Agreement will have an initial term of two 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 Appendix F.
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Interim Advisory Agreement
The Interim Advisory Agreement took effect upon the Closing Date. At a meeting held on October 21, 2025, 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 Interim Advisory Agreement are identical to those of the Prior Advisory Agreement and the New Advisory Agreement, except for the effective and termination dates and certain escrow provisions described below. Fees payable under the Interim Advisory Agreement are the same as those that would have been paid under the Prior 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 New Adviser under the Interim Advisory Agreement will be held by the Fund’s custodian in an interest-bearing escrow account. If shareholders of the Fund approve the New Advisory Agreement by the end of the 150-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 New Adviser. If shareholders of the Fund do not ultimately approve the New Advisory Agreement by the end of the 150-day period, the Board will take such actions as it deems to be in the best interests of the Fund, and the New Adviser will be paid the lesser of its costs incurred in performing its services under the Interim Advisory Agreement (plus interest earned on such amount) or the total amount held in the escrow account with respect to the Fund under the Interim Advisory Agreement, plus interest earned on such amount. The Interim Advisory Agreement may be terminated by the Board 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 New 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 Kovitz or the New Adviser or any affiliated person of Kovitz and the New 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, Kovitz or the New Adviser.
Information about Kovitz and the New Adviser
Kovitz Investment Group Partners, LLC, served as the Fund’s investment adviser prior to the Closing Date. Since its organization in 2003, Kovitz has provided investment advisory and administrative services primarily to high net worth individuals and institutional clients. As of November 30, 2025, Kovitz had approximately $38 billion in assets under management.
Focus Partners Wealth, LLC, 190 Carondelet Plaza, Suite 600, St. Louis, Missouri 63105, currently serves as investment adviser pursuant to the Interim Advisory Agreement. The New Adviser has been registered with the SEC since December 7, 2011. The New Adviser offers a suite of wealth advisory services and other services to individuals, families, qualified retirement plans, institutions, and businesses. As of November 30, 2025, the New Adviser had approximately $140 billion in assets under management. Prior to the Closing Date, Kovitz was a wholly-owned indirect subsidiary of Focus.
The New Adviser is a part of the Focus Financial Partners, LLC, 190 Carondelet Plaza, Suite 600, St. Louis, Missouri 63105, (“Focus”) partnership, and is a wholly-owned indirect subsidiary of Focus. Focus Financial Partners Inc., 190 Carondelet Plaza, Suite 600, St. Louis, Missouri 63105, is the sole
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managing member of Focus. Ultimate governance of Focus is conducted through the board of directors at Ferdinand FFP Ultimate Holdings, LP. Focus is majority owned, indirectly and collectively, by investment vehicles affiliated with Clayton, Dubilier & Rice, LLC. Focus was formed in Delaware on November 30, 2004, and the New Adviser was incorporated in Delaware on July 21, 2011.
Messrs. John Buckingham and Jason Clark serve as Senior Portfolio Managers of the Fund and are primarily responsible for the day to day management of the Fund. Mr. Buckingham and Mr. Clark are supported by an investment committee.
John Buckingham — Senior Portfolio Manager and Chief Investment Officer of the Fund. Mr. Buckingham has been a portfolio manager since the inception of Al Frank’s predecessor fund. Mr. Buckingham joined AFAM Capital in 1987 and Kovitz in 2018, as part of the Kovitz acquisition of AFAM. John has more than 30 years of investment management experience and serves as Editor of The Prudent Speculator, which has been a trusted newsletter for over 40 years. He chairs the AFAM Investment Committee, leading a team that performs comprehensive investment research and financial market analysis. Mr. Buckingham has been featured in Barron’s, The Wall Street Journal, and Forbes, and frequently contributes to CNBC, Bloomberg, and Fox Business News. Mr. Buckingham is a recognized industry contributor who regularly speaks at prominent industry seminars and events.
Jason R. Clark, CFA —Senior Portfolio Manager of the Fund and Vice President of the Fund. Mr. Clark has been a portfolio manager of the Fund since January 2016. joined Kovitz in 2018, as part of the Kovitz acquisition of AFAM Capital (which he joined in 2007). Asa member of the investment team, Jason is responsible for performing in-depth microeconomic research and fundamental analysis of individual stocks and industries. In addition, he works directly with clients to provide customized account management. Mr. Clark is also regular contributor to the firm’s market commentary and newsletter. After serving in the United States Navy, Mr. Clark earned a Bachelor of Arts degree in finance, summa cum laude, from the University of West Florida. Mr. Clark is a CFA® Charterholder and a member of the CFA Society.
Information regarding the principal executive officer, directors and certain other officers of Kovitz and the New Adviser and their 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 Kovitz or the New 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 BOARD RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE FOR THE PROPOSAL.
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BOARD CONSIDERATIONS
Summary of Board Meetings and Considerations
All of the Trustees, including all of the Independent Trustees, met on October 21, 2025 (the “Board Meeting”) to determine whether to approve the New Advisory Agreement and to recommend 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 and counsel to the Independent Trustees.
In their consideration of the approval of the New Advisory Agreement, the Board requested certain materials as they deemed necessary from Kovitz and its affiliates and evaluated their responses thereto. During the Board Meeting, senior representatives of Kovitz provided information to the Board regarding the impact of the Transaction on the personnel who provide services to the Fund and on Fund operations. The Board also reviewed the terms of the New Advisory Agreement and considered its possible effects on the Fund and its shareholders.
During the Board Meeting, representatives of Kovitz indicated their belief, based on discussions with Focus, that the approval of the New Advisory Agreement would not adversely affect (i) the continued operation of the Fund; or (ii) the capabilities of the senior personnel and investment advisory personnel who currently manage the Fund to continue to provide these and other services to the Fund at least equivalent to historical levels as employees of the Kovitz. Kovitz recommended that the Board approve the New Advisory Agreement and that the Board recommend that shareholders approve the New Advisory Agreement.
Board Approval of the Investment Advisory Agreement
Advisory Agreements
At the Meeting, the Board, including the 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 Kovitz and its affiliates discussed with the Board a variety of matters, including the following:
| ● | No material changes are currently contemplated and no diminution is anticipated as a result of the Transaction in the nature, quality, or extent of services historically provided to the Fund. |
| ● | All of the key investment advisory personnel who currently assist in the management of the Fund are expected to continue to do so after the Transaction. |
| ● | The terms and conditions of the Advisory Agreements, including the Fund’s contractual fee rate, are the same as the Prior Advisory Agreement, except for the parties and effective and termination dates (and escrow provisions in the case of the Interim Advisory Agreement). |
| ● | The Fund will continue to receive the benefit of the strong compliance culture and financial resources of Focus following the Transaction. |
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| ● | The New Adviser 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. |
The Board discussed the proposed arrangements between the New Adviser and the Trust with respect to the Fund. The Board discussed with Counsel, among other things, the fiduciary duties and responsibilities of the Board in reviewing and approving the Advisory Agreements. Counsel discussed with the Board the types of information and factors that should be considered by the Board in order to make an informed decision regarding the approval of the Advisory Agreements, including the following material factors: (i) the nature, extent, and quality of the services to be provided by the New Adviser; (ii) the investment performance of the Fund, (iii) the costs of the services to be provided and profits to be realized by the New Adviser from the relationship with the Fund; (iv) the extent to which economies of scale would be realized if the Fund grows and whether advisory fee levels reflect those economies of scale for the benefit of the Fund’s investors; and (v) the New Adviser’s practices regarding possible conflicts of interest.
The Board relied in part on their past experience with Kovitz in managing the Fund, due to the fact that the investment of personnel of Kovitz that currently provide services to the Fund are expected to continue to do so as employees of the New Adviser. They also considered that the Advisory Agreements are identical to the Prior Advisory Agreement (except for the party providing advisory services and the dates of effectiveness, termination and, in the case of the Interim Advisory Agreement, escrow provisions). They reflected upon their experience with Kovitz, including the information furnished for the Board’s review and consideration in the past at regular Board meetings, as well as information specifically prepared and/or presented in connection with the current approval process, including information presented at the Board Meeting.
In assessing the factors and reaching its decision, the Board considered information furnished by Kovitz and the Trust’s other service providers for the Board’s review and consideration throughout the year, as well as information specifically prepared and/or presented in connection with the approval process, including: (i) reports regarding the services and support provided to the Fund and its shareholders by Kovitz; (ii) quarterly assessments of the investment performance of the Fund by personnel of Kovitz; (iii) commentary on the reasons for the performance; (iv) presentations by Kovitz addressing its investment philosophy, investment strategy, personnel and operations; (v) compliance and audit reports concerning the Fund and Kovitz; (vi) disclosure information contained in the registration statement for the Fund and the Form ADVs of Kovitz and the New Adviser; and (vii) a memorandum from counsel that summarized the fiduciary duties and responsibilities of the Board in reviewing and approving the New Advisory Agreement. The Board also requested and received various informational materials including, without limitation: (a) documents containing information about Kovitz and the New Adviser, including its financial information; a description of its personnel and the services it provides to the Fund; information on the New Adviser’s investment advice and performance; summaries of Fund expenses, compliance program, current legal matters, and other general information; (b) comparative expense and performance information for other mutual funds with strategies similar to the Fund; and (c) the benefits to be realized by the New Adviser from its relationship with the Fund. In considering the foregoing, the Board also considered the impact, if any, that the Transaction would have on the ability of the New Adviser to continue to provide a similar level and quality of services to the Fund and its shareholders as had previously been provided. The Board did not identify any particular information that was most relevant to its consideration to approve the Advisory Agreements and each Trustee may have afforded different weight to the various factors. In deciding whether to approve the Advisory Agreements, the Trustees considered the factors and came to the conclusions set forth below.
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| 1. | Nature, Extent, and Quality of the Services. The Board considered responsibilities that the New Adviser would have under the Advisory Agreements. The Board considered the services proposed to be provided by the New Adviser to the Fund and their experience with Kovitz in providing similar services, including without limitation: the quality of advisory services (including research and recommendations with respect to portfolio securities), the process for formulating investment recommendations and assuring compliance with the Fund’s investment objectives and limitations, the coordination of services for the Fund among the Fund’s service providers, and efforts to promote the Fund and grow its assets. The Board considered the New Adviser’s continuity of, and commitment to retain qualified personnel, commitment to maintain resources and systems, and Kovitz’s cooperation with the Board and counsel for the Fund. The Board considered the New Adviser’s personnel, including the education and experience of the personnel and the New Adviser’s compliance program, policies and procedures. The Board specifically acknowledged the fact that the personnel associated with the day-to-day management of the Fund are not anticipated to change and that investment process and day-to-day operations of the Fund are not expected to change as a result of the Transaction. |
The Board evaluated the potential for conflicts of interest and considered such matters as the experience and ability of the advisory personnel assigned to the Fund; the basis of decisions to buy or sell securities for the Fund and/or Kovitz’s other accounts; and the substance and administration of the New Adviser’s code of ethics. The Board also noted that Kovitz does not utilize soft dollars.
After considering the foregoing information and further information in the meeting materials provided by the New Adviser, the Board concluded that, in light of all the facts and circumstances, the nature, extent, and quality of the services proposed to be provided by the New Adviser will continue to be satisfactory and adequate for the Fund and its shareholders and that the New Adviser’s standards and practices relating to the identification and mitigation of potential risks and conflicts of interest were satisfactory.
| 2. | Performance. The Board considered that all of the portfolio managers and other key investment personnel currently managing the Fund are expected to continue to do so following the Transaction. The Board discussed the report prepared by Broadridge and reviewed the performance of the Fund as compared to its peer group, Morningstar category and benchmark for the one-year, three-year, five-year, ten-year and since inception periods ended August 31, 2025. The Board noted that the Fund had outperformed its peer group median and Morningstar category median for the one-year period, while underperforming its benchmark, the Russell 3000 Total Return. The Board also noted that the Fund had similarly outperformed its Morningstar category median for the three-year period, but underperformed its peer group median and benchmark for the same period, while the Fund outperformed its peer group median but underperformed its Morningstar category median and benchmark for the 10 year period. The Board further noted that the Fund had underperformed its peer group median, Morningstar category median and benchmark for the 5-year and since inception periods. The Board reviewed the performance of Kovitz in managing a composite with investment strategies similar to that of the Fund and observed that the Fund’s performance was comparable. The Trustees took into consideration discussions with representatives of Kovitz regarding the reasons for the performance of the Fund. After further reviewing and discussing these and other relevant factors, the Board concluded, in light of all the facts and circumstances, that the investment performance of the Fund and the New Adviser was satisfactory. |
| 3. | Fees and Expenses. The Board considered the Fund’s proposed fee arrangements with the New Adviser, noting that the proposed fees are the same as the current fees paid to Kovitz, and that the terms of the Advisory Agreements are the same as the Prior Advisory Agreement with Kovitz, |
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| except for the parties and effective and termination dates (and escrow provisions in the case of the Interim Advisory Agreement). The Board also noted that the New Adviser has agreed to maintain the current operating expense limit for the Fund pursuant to a new operating expense limitation agreement with identical terms to the existing operating expense limitation agreement, but for parties, and effective and termination dates, which expense limitation will remain in effect after the Closing Date until at least the end of the initial two-year term of the New Advisory Agreement. The Board found such arrangements to be beneficial to shareholders. The Board also reviewed and discussed the advisory fee and total operating expenses of the Fund as compared to its peer group and its Morningstar category as presented in the Broadridge Report. The Board noted that the 1.00% advisory fee was at the top of its peer group but not the highest in its Morningstar category. In light of these comparisons, the Board concluded that, based on the New Adviser’s experience, expertise and services expected to be provided to the Fund, the advisory fee to be charged by the New Adviser, although at the high end of the Fund’s peer group, was not unreasonable. |
| 4. | Profitability. The Board also considered the level of profits that could be expected to accrue to the New Adviser with respect to the Fund based on profitability reports and profitability analyses provided by the New Adviser. The Board also reviewed the selected financial information of provided by Kovitz and the New Adviser. After review and discussion, the Board concluded that the anticipated profit from the Adviser’s relationship with the Fund was not excessive relative to the experience of the New Adviser and the nature and quality of the services to be performed by the New Adviser. The Board considered the New Adviser’s representation that it anticipates profitability for the New Adviser under the New Advisory Agreements to be similar to profitability for Kovitz 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. |
| 5. | Economies of Scale. As to the extent to which the Fund would realize economies of scale as it grows, and whether the fee levels reflect these economies of scale for the benefit of investors, the Board discussed the current size of the Fund and the Adviser’s expectations for growth, and concluded that any additional material economies of scale would likely not be achieved in the near term. |
| 6. | Other Considerations. In approving the New Advisory Agreements, the Board considered that the New 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 its shareholders that has previously been provided to the Fund. The Board also considered that the New 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. |
The Board relied upon the advice of counsel, and their own business judgment in determining the material factors to be considered in evaluating the New 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 Trustees believed to be reasonably necessary to evaluate the terms of each of the New Advisory 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 the Advisory Agreements are not
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unreasonable; (b) the investment advisory fee payable pursuant to the Advisory Agreements is not unreasonable; and (c) the Advisory Agreements are each in the best interests of the Fund and its shareholders.
Information about the Interim Advisory Agreement
As discussed above, at the Board Meeting, the Board, including the Independent Trustees, unanimously approved the Interim Advisory Agreement. To assure continuity of advisory services, the Interim Advisory Agreement took effect upon the Closing Date of the Transaction. The terms of the Interim Advisory Agreement are identical to those of the Prior 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 Prior Advisory Agreement.
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GENERAL INFORMATION
Ownership of Shares
As of the Record Date, 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 the Fund as of the Record Date.
Other Information
Since December 31, 2025, no Trustee has purchased or sold securities exceeding 1% of the outstanding securities of any class of Kovitz or its parent or subsidiaries.
As of the Record Date, no Independent Trustee or any of their immediate family members owned beneficially or of record any class of securities of the New Adviser or any person controlling, controlled by or under common control with the New Adviser.
Payment of Solicitation Expenses
The New Adviser or its parent company has agreed to pay the expenses of the preparation, printing and mailing of this Proxy Statement and its enclosures and of all solicitations.
The New Adviser has engaged EQ Fund Solutions to assist in the solicitation of proxies at an estimated cost of $29,458, plus reasonable expenses.
Delivery of Proxy Statement
Only one copy of this Proxy Statement may be mailed to each household, even if more than one person in the household is a Fund Shareholder, unless the Fund has received contrary instructions from one or more of the household’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 contact (888) 263-6443 or write to the Fund at c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.
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 solicitation may come before the Meeting, the proxy as solicited confers discretionary authority with respect to such matters as properly come before the Meeting, including any adjournment(s), postponement(s) or delays thereof, and it is the intention of the persons named as attorneys-in-fact in the proxy (or their substitutes) to vote the proxy in accordance with their judgment on such matters.
Submission of 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.
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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 1940 Act. By observing this policy, the Trust seeks to avoid the expenses customarily incurred in the preparation of proxy material 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 under 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 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 Underwriters and Administrator
Northern Lights Distributors, LLC is the principal underwriter of the Fund. Northern Lights Distributors, LLC is located at 4221 North 203rd Street, Suite 100, Elkhorn, Nebraska 68022.
Ultimus Fund Solutions, LLC is the administrator of the Fund. The administrator is located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on March 31, 2026
The Proxy Statement is available on the Internet at vote.proxyonline.com/alfrank/docs/2026mtg.pdf.
Reports to Shareholders and Financial Statements
Upon request, the most recent annual report of the Fund can be obtained at no cost. To request a report for the Fund, please call (888) 263-6443, write to the Fund at c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, or visit https://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 (888) 263-6443. You may also notify the Fund in writing at c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. Individual copies of prospectuses and reports will be sent to you within thirty (30) days after the transfer agent receives your request to stop householding.
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VOTING INFORMATION
Voting Rights
Only shareholders of record of the Fund at the close of business on January 15, 2026 (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 is 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 shall continue in full force and effect unless (i) revoked by the person executing it before the vote pursuant to that proxy by a writing delivered to the Trust stating that the proxy is revoked or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing that proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Trust before the vote pursuant to that proxy is counted provided however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy unless otherwise provided in the proxy. 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.
Abstentions will be counted as present for purposes of determining whether a quorum is present at the Meeting. Abstentions will not count as votes cast for or against a Proposal.
Broker non-votes will not count as votes cast for or against a Proposal. “Broker non-votes” occur where: (i) shares are held by brokers 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 particular matter.
Shareholders should note that if they do not instruct their broker how they wish their shares to be voted, their shares will not be present at the Meeting for quorum, voting or any other purpose. Shareholders should also note that the Fund will regard any proxies that are delivered to it by brokers purporting to contain broker non-votes with respect to any shares as invalidly delivered with respect to those shares and accordingly the Fund will not consider the affected shares as present at the Meeting for any purpose.
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 (888) 263-6443 to obtain directions to the site of the Meeting.
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Quorum; Adjournment
The presence in person or by proxy of the holders of record of thirty-three and one-third percent (33-1/3%) of the outstanding shares entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at the Meeting, permitting action to be taken. The shares represented by a proxy that is properly executed and returned will be considered to be present at the Meeting. All properly executed proxies received in time for the Meeting will be treated as present for quorum. Abstentions will be treated as shares that are present, but which have not been voted. Accordingly, abstentions effectively will be a vote against the Proposal.
Whether or not a quorum is present, the Meeting may be adjourned from time to time by the vote of the majority of the 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, unless a new record date of the adjourned meeting is fixed or unless the adjournment is for more than sixty (60) days from the date set for the original meeting, in which case the Board shall set a new record date.
To assure the presence of a quorum at the Meeting, please promptly execute and return the enclosed 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 EQ Fund Solutions at (800) 967-4617 (toll-free). Representatives are available Monday through Friday, 9:00 a.m. – 10:00 p.m. (Eastern 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.
Approval of the Proposal will occur only if a sufficient number of votes at the Meeting are cast FOR the proposal. Abstentions are not considered “votes cast” and, therefore, do not constitute a vote FOR. Abstentions effectively result in a vote AGAINST and are disregarded in determining whether the Proposal has received enough votes. Shareholders are entitled to one vote per share. Fractional shares are entitled to proportional voting rights.
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APPENDIX LIST
| Appendix A | Shares Outstanding |
| Appendix B | Advisory Fee Rates |
| Appendix C | Advisory Fees and Other Fees Paid |
| Appendix D | Information Regarding Officers and Directors of Kovitz and New Adviser |
| Appendix E | Principal Holders |
| Appendix F | Form of the New Advisory Agreement |
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Appendix A
Shares Outstanding
| Fund | Total
Number of Outstanding Shares as of the Record Date – January 15, 2026 |
| Al Frank Fund | 2,548,705.23 |
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Appendix B
Advisory Fee Rate
| Fund | Contractual Advisory Fee Rate |
| Al Frank Fund | 1.00% |
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Appendix C
Advisory
Fees and Other Fees Paid
During Fiscal Year Ended December 31, 2025
The following table describes the advisory fees earned by Kovitz, amounts waived and/or reimbursed and the net amount paid to Kovitz during the fiscal year ended December 31, 2025.
| Advisory Fees Accrued | Fee
Waiver/Expense Reimbursement |
Net Advisory Fees |
| $674,563 | $159,595 | $514,968 |
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Appendix D
Information
Regarding Officers and Directors of KOVITZ1
| Name and Address2 | Principal Occupation(s) |
| Mitchell A. Kovitz | Founder and Chief Executive Officer; Co-Chief Investment Officer |
| Theodore J. Rupp | Co-President |
| Robert A. Contreras | Co-President, General Counsel |
| Joel D. Hirsh | Co-Chief Investment Officer |
Information Regarding Officers and Directors OF THE NEW ADVISER
| Name and Address3 | Principal Occupation | Position with Trust |
| Justin Christopher Ferri | President | None |
| Adam Lawrence Birenbaum | Chief Executive Officer | None |
| John C. Stelley | Chief Compliance Officer | None |
| Gina Kulig Bradley | Chief Operating Officer | None |
| Dhruv Gupta | Chief Financial Officer | None |
| Brian William Katz | Chief Investment Officer | None |
| 1 | Information for Kovitz represents information immediately prior to the Closing Date of the Transaction. |
| 2 | Each individual’s address is c/o Kovitz Investment Partners Group, LLC, 10 South Wacker Drive, Suite 2600, Chicago, IL 60606. |
| 3 | Each individual’s address is c/o Focus Partners Wealth, LLC, 190 Carondelet Plaza, Suite 600, St. Louis, Missouri 63105. |
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Appendix E
Principal Holders
As of January 15, 2026, the Record Date, the persons shown in the table below were known to the Fund to own, beneficially or of record, more than 5% of the outstanding shares of the Fund. The nature of ownership for each position listed is “of record.”
| Name | Shares | Percent of Class |
| NATIONAL
FINANCIAL SERVICES LLC FOR /THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS 499 WASHINGTON BLVD FL 5 JERSEY CITY, NJ 07310-2010 |
464,774.0080 | 18.24% |
| CHARLES
SCHWAB & CO., INC./SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS OPERATIONS |
849,552.6340 | 33.33% |
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Appendix F
Form of the New Advisory Agreement
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INVESTMENT ADVISORY AGREEMENT
Between
NORTHERN LIGHTS FUND TRUST II
and
FOCUS PARTNERS WEALTH, LLC
AGREEMENT, made as of [_____], 2026, between Northern Lights Fund Trust II, a Delaware statutory trust (the “Trust”), and Focus Partners Wealth, LLC, a Delaware limited liability company (the “Adviser”), located at 190 Carondele Plaza, Suite 600, St. Louis, MO 63105.
RECITALS:
WHEREAS, the Trust is an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “Act”);
WHEREAS, the Trust is authorized to issue shares of beneficial interest in separate series, each having its own investment objective or objectives, policies and limitations;
WHEREAS, the Trust offers shares in the series named on Appendix A hereto (such series, together with all other series subsequently established by the Trust and made subject to this Agreement in accordance with Section 1.3, being herein referred to as a “Fund,” and collectively as the “Funds”);
WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940; and
WHEREAS, the Trust desires to retain the Adviser to render investment advisory services to the Trust with respect to each Fund in the manner and on the terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto agree as follows:
1. Services of the Adviser.
1.1 Investment Advisory Services. The Adviser shall act as the investment adviser to each Fund and, as such, shall (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 investment of the assets of each Fund in a manner consistent with its investment objective(s), policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by each Fund, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the 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 discretion purchase and sell portfolio securities from and to brokers who provide the Adviser with research, analysis, advice and similar services and pay such brokers in return a higher commission than may be charged by other brokers.
The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby
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consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv).
The Adviser shall carry out its duties with respect to each Fund’s investments in accordance with applicable law and the investment objectives, policies and restrictions set forth in each Fund’s then-current Prospectus and Statement of Additional Information, and subject to such further limitations as the Trust may from time to time impose by written notice to the Adviser.
1.2 Administrative Services. The Trust has engaged the services of an administrator. The Adviser shall provide such additional administrative services as reasonably requested by the Board of Trustees or officers of the Trust; provided, that the Adviser shall not have any obligation to provide under this Agreement any direct or indirect services to Trust shareholders, any services related to the distribution of Trust shares, or any other services which are the subject of a separate agreement or arrangement between the Trust and the Adviser. Subject to the foregoing, in providing administrative services hereunder, the Adviser shall:
1.2.1 Office Space, Equipment and Facilities. Provide such office space, office equipment and office facilities as are adequate to fulfill the Adviser’s obligations hereunder.
1.2.2 Personnel. Provide, without remuneration from or other cost to the Trust, the services of individuals competent to perform the administrative functions which are not performed by employees or other agents engaged by the Trust or by the Adviser acting in some other capacity pursuant to a separate agreement or arrangement with the Trust.
1.2.3 Agents. Assist the Trust in selecting and coordinating the activities of the other agents engaged by the Trust, including the Trust’s shareholder servicing agent, custodian, administrator, independent auditors and legal counsel.
1.2.4 Trustees and Officers. Authorize and permit the Adviser’s directors, officers and employees who may be elected or appointed as Trustees or officers of the Trust to serve in such capacities, without remuneration from or other cost to the Trust.
1.2.5 Books and Records. Ensure that all financial, accounting and other records required to be maintained and preserved by the Adviser on behalf of the Trust are maintained and preserved by it in accordance with applicable laws and regulations.
1.2.6 Reports and Filings. Assist in the preparation of (but not pay for) all periodic reports by the Fund to its shareholders and all reports and filings required to maintain the registration and qualification of the Funds and Fund shares, or to meet other regulatory or tax requirements applicable to the Fund, under federal and state securities and tax laws.
1.3 Additional Series. In the event that the Trust establishes one or more series after the effectiveness of this Agreement (“Additional Series”), Appendix A to this Agreement may be amended to make such Additional Series subject to this Agreement upon the approval of the Board of Trustees of the Trust and the shareholder(s) of the Additional Series, in accordance with the provisions of the Act. The Trust or the Adviser may elect not to make any such series subject to this Agreement.
1.4 Change in Management or Control. The Adviser shall provide at least sixty (60) days’ prior written notice to the Trust of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in “control,” as that term is defined in Section 2 of the Act. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the Funds.
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2. Expenses of the Funds.
2.1 Expenses to be Paid by Adviser. The Adviser shall pay all salaries, expenses and fees of the officers, Trustees and employees of the Trust who are officers, directors, members or employees of the Adviser. In the event that the Adviser pays or assumes any expenses of the Trust not required to be paid or assumed by the Adviser under this Agreement, the Adviser shall not be obligated hereby to pay or assume the same or any similar expense in the future; provided, that nothing herein contained shall be deemed to relieve the Adviser of any obligation to the Funds under any separate agreement or arrangement between the parties.
2.2 Expenses to be Paid by the Fund. Each Fund shall bear all expenses of its operation, except those specifically allocated to the Adviser under this Agreement or under any separate agreement between the Trust and the Adviser. Subject to any separate agreement or arrangement between the Trust and the Adviser, the expenses hereby allocated to the Fund, and not to the Adviser, include but are not limited to:
2.2.1 Custody. All charges of depositories, custodians, and other agents for the transfer, receipt, safekeeping, and servicing of the Fund’s cash, securities, and other property.
2.2.2 Shareholder Servicing. All expenses of maintaining and servicing shareholder accounts, including but not limited to the charges of any shareholder servicing agent, dividend disbursing agent, transfer agent or other agent engaged by the Trust to service shareholder accounts.
2.2.3 Shareholder Reports. All expenses of preparing, setting in type, printing and distributing reports and other communications to shareholders.
2.2.4 Prospectuses. All expenses of preparing, converting to EDGAR format, filing with the Securities and Exchange Commission or other appropriate regulatory body, setting in type, printing and mailing annual or more frequent revisions of the Fund’s Prospectus and Statement of Additional Information and any supplements thereto and of supplying them to shareholders.
2.2.5 Pricing and Portfolio Valuation. All expenses of computing the Fund’s net asset value per share, including any equipment or services obtained for the purpose of pricing shares or valuing the Fund’s investment portfolio.
2.2.6 Communications. All charges for equipment or services used for communications between the Adviser or the Trust and any custodian, shareholder servicing agent, portfolio accounting services agent, or other agent engaged by the Trust.
2.2.7 Legal and Accounting Fees. All charges for services and expenses of the Trust’s legal counsel and independent accountants.
2.2.8 Trustees’ Fees and Expenses. All compensation of Trustees other than those affiliated with the Adviser, all expenses incurred in connection with such unaffiliated Trustees’ services as Trustees, and all other expenses of meetings of the Trustees and committees of the Trustees.
2.2.9 Shareholder Meetings. All expenses incidental to holding meetings of shareholders, including the printing of notices and proxy materials, and proxy solicitations therefor.
2.2.10 Federal Registration Fees. All fees and expenses of registering and maintaining the registration of the Fund under the Act and the registration of the Fund’s shares under the Securities Act of 1933 (the “1933 Act”), including all fees and expenses incurred in connection with the preparation, converting to EDGAR format, setting in type, printing, and filing of any Registration Statement, Prospectus and Statement of Additional Information under the 1933 Act or the Act, and any amendments or supplements that may be made from time to time.
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2.2.11 State Registration Fees. All fees and expenses of taking required action to permit the offer and sale of the Fund’s shares under securities laws of various states or jurisdictions, and of registration and qualification of the Fund under all other laws applicable to the Trust or its business activities (including registering the Trust as a broker-dealer, or any officer of the Trust or any person as agent or salesperson of the Trust in any state).
2.2.12 Confirmations. All expenses incurred in connection with the issue and transfer of Fund shares, including the expenses of confirming all share transactions.
2.2.13 Bonding and Insurance. All expenses of bond, liability, and other insurance coverage required by law or regulation or deemed advisable by the Trustees of the Trust, including, without limitation, such bond, liability and other insurance expenses that may from time to time be allocated to the Fund in a manner approved by its Trustees.
2.2.14 Brokerage Commissions. All brokers’ commissions and other charges incident to the purchase, sale or lending of the Fund’s portfolio securities.
2.2.15 Taxes. All taxes or governmental fees payable by or with respect to the Fund to federal, state or other governmental agencies, domestic or foreign, including stamp or other transfer taxes.
2.2.16 Trade Association Fees. All fees, dues and other expenses incurred in connection with the Trust’s membership in any trade association or other investment organization.
2.2.18 Compliance Fees. All charges for services and expenses of the Trust’s Chief Compliance Officer.
2.2.19 Nonrecurring and Extraordinary Expenses. Such nonrecurring and extraordinary expenses as may arise including the costs of actions, suits, or proceedings to which the Trust is a party and the expenses the Trust may incur as a result of its legal obligation to provide indemnification to its officers, Trustees and agents.
3. Advisory Fee.
As compensation for all services rendered, facilities provided, and expenses paid or assumed by the Adviser under this Agreement, each Fund shall pay the Adviser on the last day of each month (or as promptly as possible thereafter) a fee calculated by applying a monthly rate, based on an annual percentage rate, of the Fund’s average daily net assets for the month. The annual percentage rate applicable to each Fund is set forth in Appendix A to this Agreement, as it may be amended from time to time in accordance with Section 1.3 of this Agreement. If this Agreement shall be effective for only a portion of a month with respect to a Fund, the aforesaid fee shall be prorated for the portion of such month during which this Agreement is in effect for the Fund.
4. Proxy Voting.
The Adviser will vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund may be invested from time to time. Such proxies will be voted in a manner that Adviser deem, in good faith, to be in the best interest of the Fund and in accordance with its proxy voting policy. The Adviser agrees to provide a copy of its proxy voting policy to the Trust prior to the execution of this Agreement, and any amendments thereto promptly.
5. Records.
5.1 Tax Treatment. Both the Adviser and the Trust shall maintain, or arrange for others to maintain, the books and records of the Trust in such a manner that treats each Fund as a separate entity for federal income tax purposes.
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5.2 Ownership. All records required to be maintained and preserved by the Trust pursuant to the provisions or rules or regulations of the Securities and Exchange Commission under Section 31(a) of the Act and maintained and preserved by the Adviser on behalf of the Trust are the property of the Trust and shall be surrendered by the Adviser promptly on request by the Trust; provided, that the Adviser may at its own expense make and retain copies of any such records.
6. Reports to Adviser.
The Trust shall furnish or otherwise make available to the Adviser such copies of each Fund’s Prospectus, Statement of Additional Information, financial statements, proxy statements, reports and other information relating to its business and affairs as the Adviser may, at any time or from time to time, reasonably require in order to discharge its obligations under this Agreement.
7. Reports to the Trust.
The Adviser shall prepare and furnish to the Trust such reports, statistical data and other information in such form and at such intervals as the Trust may reasonably request.
8. Code of Ethics.
The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Adviser will provide to the Board of Trustees of the Trust a written report that describes any issues arising under the code of ethics since the last report to the Board of Trustees, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Adviser has adopted procedures reasonably necessary to prevent “access persons” (as that term is defined in Rule 17j-1) from violating the code.
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9. Retention of Sub-Adviser.
Subject to the Trust’s obtaining the initial and periodic approvals required under Section 15 of the Act, the Adviser may retain one or more sub-advisers, at the Adviser’s own cost and expense, for the purpose of managing the investments of the assets of one or more Funds of the Trust. Retention of one or more sub-advisers shall in no way reduce the responsibilities or obligations of the Adviser under this Agreement and the Adviser shall, subject to Section 11 of this Agreement, be responsible to the Trust for all acts or omissions of any sub-adviser in connection with the performance of the Adviser’s duties hereunder.
10. Services to Other Clients.
Nothing herein contained shall limit the freedom of the Adviser or any affiliated person of the Adviser to render investment management and administrative services to other investment companies, to act as investment adviser or investment counselor to other persons, firms or corporations, or to engage in other business activities.
11. Limitation of Liability of Adviser and its Personnel.
Neither the Adviser nor any director, manager, officer or employee of the Adviser performing services for the Trust at the direction or request of the Adviser in connection with the Adviser’s discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with any matter to which this Agreement relates, and the Adviser shall not be responsible for any action of the Trustees of the Trust in following or declining to follow any advice or recommendation of the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement; PROVIDED, that nothing herein contained shall be construed (i) to protect the Adviser against any liability to the Trust or its shareholders to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Adviser’s duties, or by reason of the Adviser’s reckless disregard of its obligations and duties under this Agreement, or (ii) to protect any director, manager, officer or employee of the Adviser who is or was a Trustee or officer of the Trust against any liability of the Trust or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office with the Trust.
12. Effect of Agreement.
Nothing herein contained shall be deemed to require to the Trust to take any action contrary to its Declaration of Trust or its By-Laws or any applicable law, regulation or order to which it is subject or by which it is bound, or to relieve or deprive the Trustees of the Trust of their responsibility for and control of the conduct of the business and affairs of the Trust.
13. Term of Agreement.
The term of this Agreement shall begin as of the date and year upon which the Fund listed on Appendix A commences investment operations, and unless sooner terminated as hereinafter provided, this Agreement shall remain in effect for a period of two years. Thereafter, this Agreement shall continue in effect with respect to each Fund from year to year, subject to the termination provisions and all other terms and conditions hereof; PROVIDED, such continuance with respect to a Fund is approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Fund or by the Trustees of the Trust; PROVIDED, that in either event such continuance is also approved annually by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto. The Adviser shall furnish to the Trust, promptly upon its request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof.
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14. Amendment or Assignment of Agreement.
Any amendment to this Agreement shall be in writing signed by the parties hereto; PROVIDED, that no such amendment shall be effective unless authorized (i) by resolution of the Trustees of the Trust, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, and (ii) by vote of a majority of the outstanding voting securities of the Fund affected by such amendment as required by applicable law. This Agreement shall terminate automatically and immediately in the event of its assignment.
15. Termination of Agreement.
This Agreement may be terminated as to any Fund at any time by either party hereto, without the payment of any penalty, upon sixty (60) days’ prior written notice to the other party; PROVIDED, that in the case of termination by any Fund by the Trust, such action shall have been authorized (i) by resolution of the Trust’s Board of Trustees, including the vote or written consent of Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, or (ii) by vote of majority of the outstanding voting securities of the Fund.
16. Use of Name.
The Trust is named the Northern Lights Fund Trust II and each Fund may be identified, in part, by the name “Northern Lights.”
17. Declaration of Trust.
The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust’s Declaration of Trust and agrees that the obligations assumed by the Trust or a Fund, as the case may be, pursuant to this Agreement shall be limited in all cases to the Trust or a Fund, as the case may be, and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Trust. In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee. The Adviser understands that the rights and obligations of any Fund under the Declaration of Trust are separate and distinct from those of any and all other Funds. The Adviser further understands and agrees that no Fund of the Trust shall be liable for any claims against any other Fund of the Trust and that the Adviser must look solely to the assets of the pertinent Fund of the Trust for the enforcement or satisfaction of any claims against the Trust with respect to that Fund.
18. Confidentiality.
The Parties agree to treat all records and other information relating to the Advisor, the Trust, and the securities holdings of the Funds as confidential and shall not disclose any such records or information to any other person unless (i) the Board of Trustees of the Trust has approved the disclosure, (ii) such disclosure is compelled by law, or (iii) the information is publicly available. In addition, the Adviser and the Adviser’s officers, directors and employees are prohibited from receiving compensation or other consideration, for themselves or on behalf of the Funds, as a result of disclosing a Fund’s portfolio holdings. The Trust acknowledges that the Adviser provides information regarding the holdings of, and may be compensated with respect, to separated managed accounts (SMAs) that pursue similar strategies as the Funds, however, the Trust understands that such communications are only with respect to such SMAs and do not, and will not, address the Funds. The Adviser agrees that, consistent with the Adviser’s Code of Ethics, neither the Adviser nor the Adviser’s officers, directors, members or employees may engage in personal securities transactions based on nonpublic information about a Fund’s portfolio holdings.
19. Governing Law.
This Agreement shall be governed and construed in accordance with the laws of the State of Delaware.
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20. Interpretation and Definition of Terms.
Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Act shall be resolved by reference to such term or provision of the Act and to interpretation thereof, if any, by the United States courts, or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the Securities and Exchange Commission validly issued pursuant to the Act. Specifically, the terms “vote of a majority of the outstanding voting securities,” “interested persons,” “assignment” and “affiliated person,” as used in this Agreement shall have the meanings assigned to them by Section 2(a) of the Act. In addition, when the effect of a requirement of the Act reflected in any provision of this Agreement is modified, interpreted or relaxed by a rule, regulation or order of the Securities and Exchange Commission, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
21. Captions.
The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
22. Execution in Counterparts.
This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date and year first above written.
| NORTHERN LIGHTS FUND TRUST II | |||
| By: | |||
| Name: Kevin Wolf | |||
| Title: President | |||
| FOCUS PARTNERS WEALTH, LLC | |||
| By: | |||
| Name: | |||
| Title: | |||
31
NORTHERN LIGHTS FUND TRUST II
INVESTMENT ADVISORY AGREEMENT
APPENDIX A
| NAME OF FUND | ANNUAL
ADVISORY FEE AS A % OF AVERAGE NET ASSETS OF THE FUND |
| Al Frank Fund | 1.00% |
proxy card
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR PROXY VOTE TODAY!
PROXY CARD
Al Frank Fund
A Series of Northern Lights Fund Trust II
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 31, 2026
The undersigned, revoking prior proxies, hereby appoints [•] and [•], and each of them, as proxies of the undersigned, granted in connection with the voting of the shares hereto with full power of substitution, to vote shares held in the name of the undersigned on the record date at the Special Meeting of shareholders on Al Frank Fund (the “Fund”) to be held at the office of Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246 on March 31, 2026, at 10:00 a.m. Eastern time, or at any adjournments or postponements thereof, upon the Proposal described in the Notice of Meeting and accompanying Proxy Statement, which have been received by the undersigned.
Do you have any questions? If you have any questions about how to vote your proxy or about the Meeting in general, please call toll-free (800) 967-4617. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern time.
Important Notice Regarding the Availability of Proxy Materials for this Special Meeting of shareholders to Be Held on March 31, 2026. The proxy statement for this Meeting is available at: vote.proxyonline.com/alfrank/docs/2026mtg.pdf.
| [PROXY ID NUMBER HERE] | [BAR CODE HERE] | [CUSIP HERE] |
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proxy card
Al Frank Fund
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. The signer(s) acknowledges receipt of this Proxy Statement of the Board of Trustees. Your signature(s) on this Proxy should be exactly as your name(s) appears on this Proxy (reverse side). If the shares are held jointly, each holder should sign this Proxy. Attorneys-in- fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing.
| SIGNATURE (AND TITLE, IF APPLICABLE) | ||
| DATE | ||
| SIGNATURE (IF HELD JOINTLY) | ||
| DATE | ||
This proxy is solicited on behalf of the Fund’s Board of Trustees, and the Proposal has been unanimously approved by the Board of Trustees and recommended for approval by shareholders. When properly executed, this proxy will be voted as indicated or “FOR” the Proposal if no choice is indicated. The proxy will be voted in accordance with the proxy holders’ best judgment as to any other matters that may arise at the Special Meeting.
THE BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.
TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
1. To approve a new investment advisory agreement between the Trust, on behalf of the Fund, and Focus Partners Wealth, LLC.
| FOR | AGAINST | ABSTAIN | |
| o | o | o | |
2. To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.
| FOR | AGAINST | ABSTAIN | |
| o | o | o |
THANK YOU FOR VOTING
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