Northern Lights Fund Trust Ii NCSR Certified annual shareholder report (management investment company)

united states
securities and exchange commission
washington, d.c. 20549

form n-csr

certified shareholder report of registered management
investment companies

Investment Company Act file number 811-22549

Northern Lights Fund Trust II

(Exact name of registrant as specified in charter)

225 Pictoria Drive, Suite 450 Cincinnati, OH 45246

(Address of principal executive offices) (Zip code)

Eric Kane, Ultimus Fund Solutions, LLC

80 Arkay Drive Suite 110, Hauppauge, NY 11788

(Name and address of agent for service)

Registrant's telephone number, including area code: 631-470-2600

Date of fiscal year end: 11/30

Date of reporting period: 11/30/22

Item 1. Reports to Stockholders.






	North Star Opportunity Fund
	Class I Shares (Symbol: NSOIX)
	Class A Shares (Symbol: NSOPX)


	North Star Micro Cap Fund
	Class I Shares (Symbol: NSMVX)


	North Star Dividend Fund
	Class I Shares (Symbol: NSDVX)


	North Star Bond Fund
	Class I Shares (Symbol: NSBDX)


	Annual Report
	November 30, 2022





	www.nsinvestfunds.com
	Investor Information: 1-312-580-0900










Distributed by Northern Lights Distributors, LLC
Member FINRA

www.nsinvest.com

The North Star Mutual Fund Family consists of four funds; The North Star Opportunity Fund, the North Star Micro Cap Fund, the North Star Dividend Fund, and the North Star Bond Fund. The first three funds share the objective of producing long-term capital appreciation by investing primarily in the common stocks of publicly traded companies that are trading at attractive enterprise values relative to their free cash flow, while the fourth invests in fixed income securities to generate monthly income:

The North Star Opportunity Fund’s range of investments may include smaller, underfollowed companies to the largest multinational organizations as well as fixed income securities. The result is a diversified Micro to Macro portfolio of stocks and fixed income securities. As of November 30, 2022, 63.9% of the portfolio is in large and mid- cap stocks, 11.7% in small and micro-cap stocks, 1.1% in real estate investment trusts, 21.7% in fixed income securities, and 1.6% in cash and equivalents.

The North Star Micro Cap Fund invests in the common stocks of misunderstood or underfollowed companies with market capitalizations of under $1 billion.

The North Star Dividend Fund’s primary objective is to generate monthly income. The Fund seeks to achieve its objectives by investing in a diversified portfolio of common stocks of companies with market capitalizations of under $ 2.5 billion which offer attractive dividend yields.

The North Star Bond Fund will generally focus on bonds and other fixed income securities, with a focus on those issued by companies with market capitalizations of less than $2.5 billion.

In last year’s annual letter, it was our outlook that GDP and corporate profit growth rates would moderate to more historically normal levels, and that interest rates would rise as monetary policy tightened. While directionally correct, we underestimated the magnitude of the interest rate increases in the first half of 2022, as well as the dramatic decline in real growth rates. Interest rates went from essentially zero percent to their highest levels in fifteen years in just nine months, while GDP turned negative modestly in the first two quarters, satisfying one definition of a recession. We were also only partially right in our optimistic view that the battle against the pandemic would be won through a combination of science and common sense. China has continued to struggle mightily with Covid-19, while in the U.S. new variants of the virus continued to spread, albeit with far fewer hospitalizations and deaths. Inflation remained elevated several months longer than we anticipated, and the labor market was tighter than we predicted, as fewer people joined the labor force resulting in in a record number of job openings. Russia’s invasion of Ukraine in the early spring was a major unforeseen headwind, not only causing a tragic loss of human life, but also disrupting both the global food supply and energy markets, therefore contributing to the inflationary pressures.

Guiding Investors • Navigating Markets • Decades of Experience

Securities offered through NewEdge Securities, Inc. member FINRA/SIPC. Financial advice is offered through North Star Investment Management Corp. (North Star)
an SEC Registered Investment Adviser. North Star is not a subsidiary or control affiliate of NewEdge Securities, Inc.

www.nsinvest.com

Recessionary fears dominated the narrative as consumer confidence plummeted to its lowest level in decades, while the yield curve inverted in July and became increasingly negatively sloped through the end of November.

The combination of all these factors led to a very difficult period in the financial markets and for the North Star Family of Funds, with the results for the 12-month period ending 11/30/2022 detailed below:

Fund	Total Return for the 12 Month Period	NAV 11/30/2022	Distributions During Period	NAV 11/30/2021	Total Assets (in 000’s)
North Star Opportunity Fund A	-17.70%	$16.09	$0.4864	$20.05	$19,469
North Star Opportunity Fund I	-17.48%	$16.05	$0.5354	$20.00	$118,346
North Star Micro Cap Fund I	-21.34%	$31.81	$1.3544	$41.77	$93,664
North Star Dividend Fund I	-0.96%	$22.33	$0.8705	$23.43	$87,280
North Star Bond Fund I	-5.79%*	$8.73	$0.2244	$9.49	$27,241

The total return is calculated using the traded NAV on November 30, 2022, which may differ from what is presented in the financial highlights.

Our outlook for 2023 is for very modest GDP and corporate profit growth rates in the early months, with the economy gaining more solid footing as the year progresses. We believe that the yield curve will return to a positive slope through the combination of rising long-term rates and moderating short-term rates.

Finally, we believe that terrific bargains can be found in the types of companies we focus on in the North Star Family of Funds. The business quality characteristics (operating margins, return on equity, and revenue growth history) of the companies in our Funds remain solid, while their valuation measures (enterprise value/EBITDA, price/book, dividend yields) have become significantly more attractive following the share price declines of 2022. These discount valuations are particularly apparent in the consumer discretionary sector, which is an area of concentration in our funds. If there is a rebound in consumer confidence, those shares could benefit disproportionally.

We thank you for your investment in the North Star Funds.

Guiding Investors • Navigating Markets • Decades of Experience

www.nsinvest.com

Please remember that past performance may not be indicative and is no guarantee of future results. The fund performance data quoted here represents past performance. Current performance may be lower or higher than the performance data quoted above. Investment return and principal value will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. A Fund’s performance, especially for very short periods of time, should not be the sole factor in making your investment decisions. For current performance information, please visit www.nsinvestfunds.com or call 1-312-580-0900. All performance figures reflect fee waivers and expense subsidies, without which performance figures would have been lower.

The indices shown are for informational purposes only and are not reflective of any investment. As it is not possible to invest in the indices, the data shown does not reflect or compare features of an actual investment, such as its objectives, costs and expenses, liquidity, safety, guarantees or insurance, fluctuation of principal or return, or tax features. Past performance is no guarantee of future results.

S&P 500 Index is an unmanaged composite of 500 large capitalization companies. This index is widely used by professional investors as a performance benchmark for large-cap stocks.

Russell 2000^® Index is an unmanaged index that is a widely recognized indicator of small capitalization company performance. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership.

7241-NLD-12192022

Guiding Investors • Navigating Markets • Decades of Experience

North Star Opportunity Fund

PORTFOLIO REVIEW (Unaudited)

November 30, 2022

Comparison of the Change in Value of a $10,000 Investment

(LINE GRAPH)

The Fund’s performance* figures for the periods ended November 30, 2022, compared to its benchmark:

				Since	Since
		Five Year	Ten Year	Inception**	Inception***
	One Year	(Annualized)	(Annualized)	(Annualized)	(Annualized)
North Star Opportunity Fund – Class A	(17.70)%	5.87%	7.77%	8.33%	N/A
North Star Opportunity Fund – Class A with load	(22.42)%	4.63%	7.13%	7.74%	N/A
North Star Opportunity Fund – Class I (a)	(17.48)%	6.13%	7.92%	N/A	5.83%
S&P 500 Total Return Index (b)	(9.21)%	10.98%	13.34%	13.89%	9.05%
S&P Target Risk Aggressive Index Total Return (c)	(10.05)%	5.51%	8.17%	8.94%	6.09%

Past performance is not predictive of future results. The performance comparison includes reinvestment of all dividends and capital gains and has been adjusted for the Class A maximum applicable sales charge of 5.75%. Shares held for less than 30 days are subject to a 2.00% redemption fee. The total operating expense ratios (including indirect expenses), as stated in the Fund’s Prospectus dated April 1, 2022, are 1.56% and 1.32% for Class A and Class I shares, respectively. The investment return and principal value of an investment will fluctuate. An investor’s shares, when redeemed, may be worth more or less than the original cost. Total return is calculated assuming reinvestment of all dividends and distributions. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemptions of Fund shares. Returns greater than 1 year are annualized. Total returns would have been lower had the advisor not waived its fees and reimbursed a portion of the fund’s expenses. For performance information current to the most recent month-end, please call 1-312-580-0900.

Inception date is December 15, 2011.

***

Inception date is December 31, 2006 (Predecessor Fund).

(a)

The North Star Opportunity Fund is the successor to the North Star Opportunity Fund, L.P. (the “Predecessor Fund”), which transferred its assets to the Fund in connection with the Fund’s commencement of operations. The Predecessor Fund was managed by the same adviser who currently manages the Fund, and had substantially similar investment objectives and strategies to those of the Fund. The performance includes the performance of the Predecessor Fund prior to the commencement of the Fund’s operations. The

North Star Opportunity Fund

PORTFOLIO REVIEW (Unaudited) (Continued)

November 30, 2022

Predecessor Fund’s performance has been adjusted to reflect the annual deduction of fees and expenses applicable to the Class I Shares. The Predecessor Fund was not registered as a mutual fund under the Investment Company Act of 1940, as amended (the “1940 Act”), and therefore was not subject to certain investment restrictions, limitations and diversification requirements imposed by the 1940 Act and the Internal Revenue Code of 1986, as amended (the “Code”). If the Predecessor Fund had been registered under the 1940 Act, its performance may have been different.

(b)

The S&P 500 Total Return Index is an unmanaged market capitalization-weighted index which is comprised of 500 of the largest U.S. domiciled companies and includes the reinvestment of all dividends. Investors cannot invest directly in an index or benchmark.

(c)

The S&P Target Risk Aggressive Index Total Return is designed to measure the performance of aggressive stock-bond allocations to equities, seeking to maximize opportunities for long-term capital accumulation. It may include small allocations to fixed income to enhance portfolio efficiency. Investors cannot invest directly in an index or benchmark.

The Fund’s Top Ten Industries are as follows:

Industries	% of Net Assets
Asset Management		13.4	%
Biotech & Pharma		12.0	%
Healthcare Facilities & Services		5.8	%
Banking		5.3	%
Semiconductors		5.0	%
Entertainment Content		4.9	%
Technology Hardware		3.5	%
Beverages		3.1	%
E-Commerce Discretionary		3.0	%
Internet Media & Services		2.9	%
Other Industries		27.3	%
Short-Term Investment and Other Assets Net of Liabilities		13.8	%
		100.0	%

Please refer to the Schedule of Investments in this annual report for a detailed analysis of the Fund’s holdings.

North Star Micro Cap Fund

PORTFOLIO REVIEW (Unaudited)

November 30, 2022

Comparison of the Change in Value of a $10,000 Investment

(LINE GRAPH)

The Fund’s performance* figures for the periods ended November 30, 2022, compared to its benchmark:

				Since
		Five Year	Ten Year	Inception**
	One Year	(Annualized)	(Annualized)	(Annualized)
North Star Micro Cap Fund – Class I (a)	(21.34)%	4.42%	8.38%	9.53%
Morningstar US Small Value PR Index (b)	2.53%	3.43%	7.32%	6.31%

Past performance is not predictive of future results. The performance comparison includes reinvestment of all dividends and capital gains. Shares held for less than 30 days are subject to a 2.00% redemption fee. The total operating expense ratio (including indirect expenses), as stated in the Fund’s Prospectus dated April 1, 2022, is 1.30% for Class I shares. The investment return and principal value of an investment will fluctuate. An investor’s shares, when redeemed, may be worth more or less than the original cost. Total return is calculated assuming reinvestment of all dividends and distributions. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemptions of Fund shares. Returns greater than 1 year are annualized. Total returns would have been lower had the advisor not waived its fees and reimbursed a portion of the Fund’s expenses. For performance information current to the most recent month-end, please call 1-312-580-0900.

Inception date is December 31, 1997 (Predecessor Fund).

(a)

The North Star Micro Cap Fund is the successor to the Kuby Gottlieb Special Value Fund, L.P. (the “Predecessor Fund”), which transferred its assets to the North Star Micro Cap Fund in connection with the North Star Micro Cap Fund’s commencement of operations. The Predecessor Fund was managed by the same adviser who currently manages the North Star Micro Cap Fund, and had substantially similar investment objectives and strategies to those of the North Star Micro Cap Fund. The performance includes the performance of the Predecessor Fund prior to the commencement of the North Star Micro Cap Fund’s operations. The Predecessor Fund’s performance has been adjusted to reflect the annual deduction of fees and expenses applicable to the Class I Shares. The Predecessor Fund was not registered as a mutual fund under the Investment Company Act of 1940, as amended (the “1940 Act”), and therefore was not subject to certain investment restrictions, limitations and diversification requirements imposed by the 1940 Act and the Internal Revenue Code of 1986, as amended (the “Code”). If the Predecessor Fund had been registered under the 1940 Act, its performance may have been different.

(b)

The Morningstar US Small Value PR Index measures the performance of small-cap stocks with relatively low prices given anticipated

North Star Micro Cap Fund

PORTFOLIO REVIEW (Unaudited) (Continued)

November 30, 2022

per-share earnings, book value, cash flow, sales and dividends. Investors cannot invest directly in an index or benchmark.

The Morningstar US Small Value PR Index is not sponsored, endorsed, sold or promoted by Morningstar, Inc. or any of its affiliates (all such entities, collectively, “Morningstar Entities”). The Morningstar Entities make no representation or warranty, express or implied, to the owners of The Morningstar US Small Value PR Index or any member of the public regarding the advisability of investing in funds categorized as Small Value generally or in The Morningstar US Small Value PR Index in particular or the ability of the North Star Micro Cap Fund to track general Small Value market performance.

THE MORNINGSTAR ENTITIES DO NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE NORTH STAR MICRO CAP FUND OR ANY DATA INCLUDED THEREIN AND MORNINGSTAR ENTITIES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN.

The Fund’s Top Ten Industries are as follows:

Industries	% of Net Assets
Retail - Discretionary		12.5	%
Commercial Support Services		11.5	%
Apparel & Textile Products		8.5	%
Machinery		6.4	%
Leisure Products		5.3	%
Construction Materials		5.1	%
E-Commerce Discretionary		4.9	%
Electrical Equipment		4.6	%
Banking		4.3	%
Industrial Intermediate Prod		3.6	%
Other Industries		24.4	%
Short-Term Investments and Other Assets Net of Liabilities		8.9	%
		100.0	%

Please refer to the Schedule of Investments in this annual report for a detailed analysis of the Fund’s holdings.

North Star Dividend Fund

PORTFOLIO REVIEW (Unaudited)

November 30, 2022

Comparison of the Change in Value of a $10,000 Investment

(LINE GRAPH)

The Fund’s performance* figures for the periods ended November 30, 2022, compared to its benchmark:

				Since
		Five Year	Ten Year	Inception**
	One Year	(Annualized)	(Annualized)	(Annualized)
North Star Dividend Fund – Class I (a)	(0.96)%	3.69%	8.31%	9.62%
Morningstar US Small Value PR Index (b)	2.53%	3.43%	7.32%	8.04%

Past performance is not predictive of future results. The performance comparison includes reinvestment of all dividends and capital gains. Shares held for less than 30 days are subject to a 2.00% redemption fee. The total operating expense ratio (including indirect expenses), as stated in the Fund’s Prospectus dated April 1, 2022, is 1.37% for Class I shares. The investment return and principal value of an investment will fluctuate. An investor’s shares, when redeemed, may be worth more or less than the original cost. Total return is calculated assuming reinvestment of all dividends and distributions. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemptions of Fund shares. Returns greater than 1 year are annualized. Total returns would have been lower had the adviser not waived its fees and reimbursed a portion of the Fund’s expenses. For performance information current to the most recent month-end, please call 1-312-580-0900.

Inception date is February 1, 2010.

(a)

The North Star Dividend Fund is the successor to the North Star Dividend Fund, L.P. (the “Predecessor Fund”), which transferred its assets to the North Star Dividend Fund in connection with the North Star Dividend Fund’s commencement of operations. The Predecessor Fund was managed by the same adviser who currently manages the North Star Dividend Fund, and had substantially similar investment objectives and strategies to those of the North Star Dividend Fund. The performance includes the performance of the Predecessor Fund prior to the commencement of the North Star Dividend Fund’s operations. The Predecessor Fund’s performance has been adjusted to reflect the annual deduction of fees and expenses applicable to the Class I Shares. The Predecessor Fund was not registered as a mutual fund under the Investment Company Act of 1940, as amended (the “1940 Act”), and therefore was not subject to certain investment restrictions, limitations and diversification requirements imposed by the 1940 Act and the Internal Revenue Code of 1986, as amended (the “Code”). If the Predecessor Fund had been registered under the 1940 Act, its performance may have been different.

North Star Dividend Fund

PORTFOLIO REVIEW (Unaudited) (Continued)

November 30, 2022

(b)

The Morningstar US Small Value PR Index measures the performance of small-cap stocks with relatively low prices given anticipated per-share earnings, book value, cash flow, sales and dividends. Investors cannot invest directly in an index or benchmark.

The Morningstar US Small Value PR Index is not sponsored, endorsed, sold or promoted by Morningstar, Inc. or any of its affiliates (all such entities, collectively, “Morningstar Entities”). The Morningstar Entities make no representation or warranty, express or implied, to the owners of The Morningstar US Small Value PR Index or any member of the public regarding the advisability of investing in funds categorized as Small Value generally or in The Morningstar US Small Value PR Index in particular or the ability of the North Star Dividend Fund to track general Small Value market performance.

THE MORNINGSTAR ENTITIES DO NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE NORTH STAR DIVIDEND FUND OR ANY DATA INCLUDED THEREIN AND MORNINGSTAR ENTITIES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN.

The Fund’s Top Ten Industries are as follows:

Industries	% of Net Assets
Banking		12.2	%
Commercial Support Services		6.6	%
Gas & Water Utilities		5.8	%
Electric Utilities		5.7	%
Electrical Equipment		5.7	%
Asset Management		5.6	%
Apparel & Textile Products		5.2	%
Real Estate Owners & Developers		4.6	%
Chemicals		4.5	%
Home & Office Products		4.1	%
Other Industries		28.4	%
Short-Term Investments and Other Assets Net of Liabilities		11.6	%
		100.0	%

Please refer to the Schedule of Investments in this annual report for a detailed analysis of the Fund’s holdings.

North Star Bond Fund

PORTFOLIO REVIEW (Unaudited)

November 30, 2022

Comparison of the Change in Value of a $10,000 Investment

(LINE GRAPH)

The Fund’s performance* figures for the periods ended November 30, 2022, compared to its benchmark:

			Since
		Five Year	Inception**
	One Year	(Annualized)	(Annualized)
North Star Bond Fund – Class I	(5.79)%	0.53%	1.38%
Bloomberg U.S. High Yield Ba/B Index (a)	(8.36)%	2.83%	4.03%

Past performance is not predictive of future results. Shares held for less than 30 days are subject to a 2.00% redemption fee. The performance comparison includes reinvestment of all dividends and capital gains. The total operating expense ratio (including indirect expenses), as stated in the Fund’s Prospectus dated April 1, 2022, is 1.60% for Class I shares. The investment return and principal value of an investment will fluctuate. An investor’s shares, when redeemed, may be worth more or less than the original cost. The North Star Bond Fund Class I return is calculated using the traded NAV on November 30, 2022, which may differ from what is presented in the financial highlights. Total return is calculated assuming reinvestment of all dividends and distributions. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemptions of Fund shares. Total returns would have been lower had the adviser not waived its fees and reimbursed a portion of the Fund’s expenses. Performance figures are not annualized. For performance information current to the most recent month-end, please call 1-312-580-0900.

Inception date is December 19, 2014.

(a)

The Bloomberg U.S. High Yield Ba/B Index measures the performance of bonds with Ba or B ratings. Investors cannot invest directly in an index or benchmark.

North Star Bond Fund

PORTFOLIO REVIEW (Unaudited) (Continued)

November 30, 2022

The Fund’s Top Ten Industries are as follows:

Industries	% of Net Assets
Automotive		10.0	%
Leisure Facilities & Services		9.9	%
Transportation Equipment		9.1	%
Asset Management		8.5	%
Real Estate Investment Trusts		7.9	%
Specialty Finance		5.3	%
Apparel & Textile Products		5.0	%
Health Care Facilities & Services		4.8	%
Home & Office Products		4.8	%
Telecommunications		4.5	%
Other Industries		16.1	%
Short-Term Investments and Other Assets Net of Liabilities		14.1	%
		100.0	%

Please refer to the Schedule of Investments in this annual report for a detailed analysis of the Fund’s holdings.

NORTH STAR OPPORTUNITY FUND

SCHEDULE OF INVESTMENTS

November 30, 2022

Shares			Fair Value
		COMMON STOCKS — 76.8%
		ASSET MANAGEMENT - 10.9%
	65,000	Blackstone, Inc.	$	5,949,450
	140,000	Compass Diversified Holdings		2,738,400
	74,000	KKR & Company, Inc.		3,842,080
	71,000	Sprott, Inc.		2,543,930
				15,073,860
		AUTOMOTIVE - 0.1%
	131,000	Sono Group N.V.^(a)		166,370

		BANKING - 5.3%
	105,000	Bank of America Corporation		3,974,250
	24,000	JPMorgan Chase & Company		3,316,320
				7,290,570
		BEVERAGES - 3.1%
	50,000	Keurig Dr Pepper, Inc.		1,933,500
	12,000	PepsiCo, Inc.		2,226,120
				4,159,620
		BIOTECH & PHARMA - 12.0%
	28,000	AbbVie, Inc.		4,513,040
	40,000	Bristol-Myers Squibb Company		3,211,200
	119,000	Pfizer, Inc.		5,965,470
	19,000	Zoetis, Inc.		2,928,660
				16,618,370
		CHEMICALS - 1.1%
	30,000	Mosaic Company (The)		1,539,000

		COMMERCIAL SUPPORT SERVICES - 2.8%
	284,000	BGSF, Inc.		3,751,640

		E-COMMERCE DISCRETIONARY - 3.0%
	20,000	Amazon.com, Inc.^(a)		1,930,800
	410,000	CarParts.com, Inc.^(a)		2,222,200
				4,153,000

The accompanying notes are an integral part of these financial statements.

NORTH STAR OPPORTUNITY FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2022

Shares			Fair Value
		COMMON STOCKS — 76.8% (Continued)
		ELECTRICAL EQUIPMENT - 1.3%
	840,000	Orion Energy Systems, Inc.^(a)	$	1,780,800

		ENTERTAINMENT CONTENT - 4.9%
	61,000	Madison Square Garden Entertainment Corporation^(a)		2,935,320
	115,000	Paramount Global, Class B		2,309,200
	16,000	Walt Disney Company (The)^(a)		1,565,920
				6,810,440
		FOOD - 1.6%
	14,500	J M Smucker Company (The)		2,233,145

		HEALTH CARE FACILITIES & SERVICES - 4.7%
	47,000	CVS Health Corporation		4,788,360
	3,000	UnitedHealth Group, Inc.		1,643,280
				6,431,640
		INTERNET MEDIA & SERVICES - 2.9%
	39,000	Alphabet, Inc., Class A^(a)		3,938,610

		LEISURE FACILITIES & SERVICES - 0.9%
	52,000	Wendy’s Company (The)		1,173,120

		LEISURE PRODUCTS - 1.5%
	100,000	Topgolf Callaway Brands Corporation^(a)		2,095,000

		METALS & MINING - 1.2%
	41,000	Freeport-McMoRan, Inc.		1,631,800

		RESIDENTIAL REIT - 0.6%
	47,000	UMH Properties, Inc.		827,670

		RETAIL - CONSUMER STAPLES - 2.4%
	20,000	Target Corporation		3,341,400

The accompanying notes are an integral part of these financial statements.

NORTH STAR OPPORTUNITY FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2022

Shares			Fair Value
		COMMON STOCKS — 76.8% (Continued)
		RETAIL - DISCRETIONARY - 1.6%
	33,000	Boot Barn Holdings, Inc.^(a)	$	2,222,550

		SEMICONDUCTORS - 5.0%
	50,000	Advanced Micro Devices, Inc.^(a)		3,881,500
	23,000	QUALCOMM, Inc.		2,909,270
				6,790,770
		SPECIALTY REITS - 0.5%
	16,000	EPR Properties		665,760

		TECHNOLOGY HARDWARE - 3.5%
	33,000	Apple, Inc.		4,884,990

		TECHNOLOGY SERVICES - 2.2%
	25,000	Paychex, Inc.		3,100,750

		TRANSPORTATION & LOGISTICS - 1.5%
	11,000	United Parcel Service, Inc., Class B		2,087,030

		TRANSPORTATION EQUIPMENT - 0.1%
	15,000	Blue Bird Corporation^(a)		177,150

		WHOLESALE - DISCRETIONARY - 2.1%
	124,096	Acme United Corporation		2,938,593

		TOTAL COMMON STOCKS (Cost $60,147,879)		105,883,648

		PREFERRED STOCKS —1.8%
		ASSET MANAGEMENT — 1.8%
	42,000	B Riley Financial, Inc., 6.375%		1,004,640
	60,000	Compass Diversified Holdings, 7.875%		1,498,800
		TOTAL PREFERRED STOCKS (Cost $2,423,536)		2,503,440

The accompanying notes are an integral part of these financial statements.

NORTH STAR OPPORTUNITY FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2022

Principal			Coupon Rate
Amount ($)			(%)	Maturity	Fair Value
		CORPORATE BONDS — 6.9%
		ASSET MANAGEMENT — 0.7%
	1,000,000	Blackstone Secured Lending Fund	3.6500	07/14/23	$	988,545

		AUTOMOTIVE — 1.0%
	1,350,000	Ford Motor Company	7.1250	11/15/25		1,387,976

		HEALTH CARE FACILITIES & SERVICES — 1.1%
	500,000	McKesson Corporation	3.7960	03/15/24		492,372
	1,000,000	Owens & Minor, Inc.	4.3750	12/15/24		957,690
						1,450,062
		INSTITUTIONAL FINANCIAL SERVICES — 0.7%
	1,000,000	Lazard Group, LLC	3.7500	02/13/25		967,269

		LEISURE FACILITIES & SERVICES — 1.4%
	1,850,000	Wendy’s International, LLC	7.0000	12/15/25		1,867,574

		OIL & GAS PRODUCERS — 0.6 %
	869,000	Murphy Oil Corporation	5.7500	08/15/25		866,575

		RETAIL - DISCRETIONARY — 0.4%
	600,000	Sally Holdings, LLC / Sally Capital, Inc.	5.6250	12/01/25		575,028

		TRANSPORTATION EQUIPMENT — 1.0%
	1,500,000	Trinity Industries, Inc.	4.5500	10/01/24		1,445,550

		TOTAL CORPORATE BONDS (Cost $9,943,396)				9,548,579

		U.S. GOVERNMENT & AGENCIES — 0.7%
		U.S. TREASURY NOTES — 0.7%
	1,000,000	United States Treasury Note (Cost $984,426)	0.1250	08/15/23		967,924

The accompanying notes are an integral part of these financial statements.

NORTH STAR OPPORTUNITY FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2022

Shares			Fair Value
		SHORT-TERM INVESTMENTS — 13.7%
		MONEY MARKET FUNDS - 1.5%
	2,125,569	First American Treasury Obligations Fund, Class X, 3.73% (Cost $2,125,569)^(b)	$	2,125,569

Principal			Coupon Rate
Amount ($)			(%)	Maturity
		U.S. TREASURY BILLS — 12.2%
	2,000,000	United States Treasury Bill^(c)	3.7200	12/29/22		1,994,107
	3,000,000	United States Treasury Bill^(c)	3.7500	01/05/23		2,988,956
	2,000,000	United States Treasury Bill^(c)	4.1400	02/09/23		1,984,028
	1,000,000	United States Treasury Bill^(c)	4.1800	02/23/23		990,358
	1,000,000	United States Treasury Bill^(c)	4.2900	03/23/23		986,894
	2,000,000	United States Treasury Bill^(c)	4.2500	04/06/23		1,970,886
	3,000,000	United States Treasury Bill^(c)	4.6100	05/11/23		2,939,902
	1,000,000	United States Treasury Bill^(c)	4.5000	06/15/23		976,302
	2,000,000	United States Treasury Bill^(c)	4.6200	09/07/23		1,931,278
		TOTAL U.S. TREASURY BILLS (Cost $16,804,031)				16,762,711

		TOTAL SHORT-TERM INVESTMENTS (Cost$1 8,929,600)				18,888,280

		TOTAL INVESTMENTS - 99.9% (Cost $92,428,837)			$	137,791,871
		OTHER ASSETS IN EXCESS OF LIABILITIES - 0.1%				22,626
		NET ASSETS - 100.0%			$	137,814,497

LLC	- Limited Liability Company

NV	- Naamioze Vennootschap

REIT	- Real Estate Investment Trust

^(a)

Non-income producing security.

^(b)

Rate disclosed is the seven day effective yield as of November 30, 2022.

^(c)

Zero coupon bond. Rate disclosed is the current yield as of November 30, 2022.

The accompanying notes are an integral part of these financial statements.

NORTH STAR MICRO CAP FUND

SCHEDULE OF INVESTMENTS

November 30, 2022

Shares			Fair Value
		COMMON STOCKS — 91.1%
		APPAREL & TEXTILE PRODUCTS - 8.5%
	78,000	Delta Apparel, Inc.^(a)	$	1,029,600
	149,000	Lakeland Industries, Inc.^(a)		1,986,170
	26,500	Movado Group, Inc.		853,035
	102,500	Rocky Brands, Inc.		2,898,700
	122,600	Superior Group of Companies, Inc.		1,226,000
				7,993,505
		ASSET MANAGEMENT - 1.1%
	85,000	Westwood Holdings Group, Inc.		1,021,700

		AUTOMOTIVE - 1.0%
	33,731	Miller Industries, Inc.		930,638

		BANKING - 4.3%
	50,500	Bar Harbor Bankshares		1,528,635
	50,000	First Busey Corporation		1,303,500
	55,000	Territorial Bancorp, Inc.		1,248,500
				4,080,635
		BEVERAGES - 0.1%
	278,942	Truett-Hurst, Inc.^{(a),(b), (c)}		105,998

		COMMERCIAL SUPPORT SERVICES - 11.5%
	609,000	ARC Document Solutions, Inc.		1,790,460
	38,000	Barrett Business Services, Inc.		3,736,540
	148,000	SP Plus Corporation^(a)		5,163,720
				10,690,720
		CONSTRUCTION MATERIALS - 5.1%
	32,150	Apogee Enterprises, Inc.		1,551,238
	23,000	United States Lime & Minerals, Inc.		3,196,540
				4,747,778
		E-COMMERCE DISCRETIONARY - 4.9%
	214,000	1-800-Flowers.com, Inc., Class A^(a)		1,810,440
	340,500	CarParts.com, Inc.^(a)		1,845,510
	47,000	PetMed Express, Inc.		930,600
				4,586,550

The accompanying notes are an integral part of these financial statements.

NORTH STAR MICRO CAP FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2022

Shares			Fair Value
		COMMON STOCKS — 91.1% (Continued)
		ELECTRICAL EQUIPMENT - 4.6%
	35,250	Allied Motion Technologies, Inc.	$	1,249,260
	117,000	Napco Security Technologies, Inc.^(a)		3,086,460
				4,335,720
		ENGINEERING & CONSTRUCTION - 1.3%
	162,000	Great Lakes Dredge & Dock Corporation^(a)		1,185,840

		FOOD - 0.7%
	9,000	Nathan’s Famous, Inc.		611,100

		HOME & OFFICE PRODUCTS - 3.3%
	326,000	ACCO Brands Corporation		1,815,820
	88,051	Hamilton Beach Brands Holding Company, Class A		1,250,324
				3,066,144
		HOME CONSTRUCTION - 2.5%
	98,000	Green Brick Partners, Inc.^(a)		2,369,640

		HOUSEHOLD PRODUCTS - 1.8%
	19,800	Central Garden & Pet Company^(a)		812,790
	157,000	Crown Crafts, Inc.		924,730
				1,737,520
		INDUSTRIAL INTERMEDIATE PROD - 3.6%
	147,400	Eastern Company (The)		3,390,200

		LEISURE FACILITIES & SERVICES - 2.2%
	125,600	Century Casinos, Inc.^(a)		938,232
	86,500	Denny’s Corporation^(a)		1,084,710
				2,022,942
		LEISURE PRODUCTS - 5.3%
	244,000	Escalade, Inc.		2,466,840
	43,500	Johnson Outdoors, Inc., Class A		2,460,360
				4,927,200
		MACHINERY - 6.4%
	21,900	Alamo Group, Inc.		3,295,950
	116,499	QEP Company, Inc. ^(a)(c)		1,625,161

The accompanying notes are an integral part of these financial statements.

NORTH STAR MICRO CAP FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2022

Shares			Fair Value
		COMMON STOCKS — 91.1% (Continued)
		MACHINERY - 6.4% (Continued)
	17,500	Tennant Company	$	1,111,775
				6,032,886
		MEDICAL EQUIPMENT & DEVICES - 1.3%
	600,000	Accuray, Inc.^(a)		1,230,000

		OIL & GAS PRODUCERS - 1.3%
	162,300	Evolution Petroleum Corporation		1,173,429

		OIL & GAS SERVICES & EQUIPMENT - 0.4%
	30,000	US Silica Holdings, Inc.^(a)		392,700

		REAL ESTATE OWNERS & DEVELOPERS - 1.2%
	75,000	Postal Realty Trust, Inc.		1,161,750

		RETAIL - DISCRETIONARY - 12.5%
	52,000	Boot Barn Holdings, Inc.^(a)		3,502,200
	172,000	Build-A-Bear Workshop, Inc., 218126786		4,085,000
	162,500	Container Store Group, Inc. (The)^(a)		771,875
	115,000	Duluth Holdings, Inc., Class B^(a)		1,007,400
	81,563	Ethan Allen Interiors, Inc.		2,320,467
				11,686,942
		TECHNOLOGY HARDWARE - 2.2%
	83,000	AstroNova, Inc.^(a)		975,250
	116,200	Turtle Beach Corporation^(a)		1,109,710
				2,084,960
		TRANSPORTATION EQUIPMENT - 1.2%
	97,500	Blue Bird Corporation^(a)		1,151,475

		WHOLESALE - DISCRETIONARY - 2.8%
	109,481	Acme United Corporation		2,592,510

		TOTAL COMMON STOCKS (Cost $64,492,764)		85,310,482

The accompanying notes are an integral part of these financial statements.

NORTH STAR MICRO CAP FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2022

Shares			Fair Value
		SHORT-TERM INVESTMENT — 8.9%
		MONEY MARKET FUND - 8.9%
	8,344,938	First American Treasury Obligations Fund, Class X, 3.73% (Cost $8,344,938)^(d)	$	8,344,938

		TOTAL INVESTMENTS - 100.0% (Cost $72,837,702)	$	93,655,420
		OTHER ASSETS IN EXCESS OF LIABILITIES - 0.0%		8,348
		NET ASSETS - 100.0%	$	93,663,768

^(a)

Non-income producing security.

^(b)

Affiliated Company – North Star Micro Cap Fund holds in excess of 5% of outstanding voting securities of this security.

^(c)

Illiquid security. The total fair value of the securities as of November 30, 2022 was $1,731,159, representing 1.8% of net assets.

^(d)

Rate disclosed is the seven day effective yield as of November 30, 2022.

The accompanying notes are an integral part of these financial statements.

NORTH STAR DIVIDEND FUND

SCHEDULE OF INVESTMENTS

November 30, 2022

Shares			Fair Value
		COMMON STOCKS — 88.4%
		APPAREL & TEXTILE PRODUCTS - 5.2%
	27,500	Movado Group, Inc.	$	885,225
	79,200	Rocky Brands, Inc.		2,239,776
	56,000	Weyco Group, Inc.		1,433,600
				4,558,601
		ASSET MANAGEMENT - 5.6%
	111,000	Compass Diversified Holdings		2,171,160
	50,000	Sprott, Inc.		1,791,500
	79,000	Westwood Holdings Group, Inc.		949,580
				4,912,240
		BANKING - 12.2%
	24,400	Bank of Hawaii Corporation		1,968,348
	76,500	Bar Harbor Bankshares		2,315,655
	73,000	First Hawaiian, Inc.		1,938,150
	43,000	OceanFirstFinancial Corporation		1,004,480
	47,200	Old National Bancorp		901,992
	26,500	Wintrust Financial Corporation		2,422,895
				10,551,520
		CHEMICALS - 4.5%
	92,500	Oil-Dri Corp of America		3,024,750
	26,400	Valvoline, Inc.		870,672
				3,895,422
		COMMERCIAL SUPPORT SERVICES - 6.6%
	23,200	ABM Industries, Inc.		1,094,576
	212,800	BGSF, Inc.		2,811,088
	93,000	Resources Connection, Inc.		1,794,900
				5,700,564
		CONSTRUCTION MATERIALS - 1.7%
	30,100	Apogee Enterprises, Inc.		1,452,325

		CONTAINERS & PACKAGING - 1.2%
	46,000	Myers Industries, Inc.		1,073,640

		ELECTRIC UTILITIES - 5.7%
	31,500	NorthWestern Corporation		1,839,915

The accompanying notes are an integral part of these financial statements.

NORTH STAR DIVIDEND FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2022

Shares			Fair Value
		COMMON STOCKS — 88.4% (Continued)
		ELECTRIC UTILITIES - 5.7% (Continued)
	34,500	Otter Tail Corporation	$	2,057,235
	20,000	Unitil Corporation		1,096,400
				4,993,550
		ELECTRICAL EQUIPMENT - 5.7%
	420,000	LSI Industries, Inc.		4,985,400

		FOOD - 0.7%
	21,000	Alico, Inc.		649,530

		GAS & WATER UTILITIES - 5.8%
	152,000	Global Water Resources, Inc.		1,942,560
	34,000	Northwest Natural Holding Company		1,703,740
	59,500	RGC Resources, Inc.		1,444,660
				5,090,960
		HEALTH CARE FACILITIES & SERVICES - 1.0%
	31,400	Patterson Companies, Inc.		893,016

		HOME & OFFICE PRODUCTS - 4.1%
	321,000	ACCO Brands Corporation		1,787,970
	64,000	FlexsteelIndustries, Inc.		947,200
	110,000	Steelcase, Inc., Class A		872,300
				3,607,470
		HOUSEHOLD PRODUCTS - 2.8%
	410,000	Crown Crafts, Inc.		2,414,900

		INDUSTRIAL REIT - 1.4%
	10,300	Innovative Industrial Properties, Inc.		1,248,463

		INSURANCE - 1.0%
	23,000	Horace Mann Educators Corporation		887,570

		LEISURE PRODUCTS - 2.1%
	179,000	Escalade, Inc.		1,809,690

The accompanying notes are an integral part of these financial statements.

NORTH STAR DIVIDEND FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2022

Shares			Fair Value
		COMMON STOCKS — 88.4% (Continued)
		MACHINERY - 3.2%
	72,000	Douglas Dynamics, Inc.	$	2,802,240

		OIL & GAS PRODUCERS - 3.3%
	401,000	Evolution Petroleum Corporation		2,899,230

		PUBLISHING & BROADCASTING - 0.8%
	166,000	DallasNews Corporation		728,740

		REAL ESTATE OWNERS & DEVELOPERS - 4.6%
	25,000	McGrath RentCorporation		2,453,000
	100,000	Postal Realty Trust, Inc.		1,549,000
				4,002,000
		RETAIL - CONSUMER STAPLES - 1.0%
	38,000	Village Super Market, Inc., Class A		856,520

		RETAIL - DISCRETIONARY - 3.1%
	96,300	Ethan Allen Interiors, Inc.		2,739,735

		SPECIALTY FINANCE - 1.8%
	14,000	GATX Corporation		1,578,500

		TECHNOLOGY SERVICES - 2.7%
	31,200	John Wiley & Sons, Inc., Class A		1,479,192
	15,900	Value Line, Inc.		890,400
				2,369,592
		WHOLESALE - DISCRETIONARY - 0.6%
	21,000	Acme United Corporation		497,280


		TOTAL COMMON STOCKS (Cost $59,932,244)		77,198,698

The accompanying notes are an integral part of these financial statements.

NORTH STAR DIVIDEND FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2022

Shares			Fair Value
		SHORT-TERM INVESTMENT — 11.5%
		MONEY MARKET FUND - 11.5%
	10,056,157	First American Treasury Obligations Fund, Class X, 3.73% (Cost $10,056,157)^(a)	$	10,056,157

		TOTAL INVESTMENTS - 99.9% (Cost $69,988,401)	$	87,254,855
		OTHER ASSETS IN EXCESS OF LIABILITIES - 0.1%		24,950
		NET ASSETS - 100.0%	$	87,279,805

REIT

- Real Estate Investment Trust

^(a)

Rate disclosed is the seven day effective yield as of November 30, 2022.

The accompanying notes are an integral part of these financial statements.

NORTH STAR BOND FUND

SCHEDULE OF INVESTMENTS

November 30, 2022

Shares			Fair Value
		PREFERRED STOCKS — 8.4%
		ASSET MANAGEMENT — 3.5%
	19,000	B Riley Financial, Inc., 6.375%	$	454,480
	19,576	Compass Diversified Holdings, 7.875%		489,008
				943,488
		BANKING — 2.5%
	16,500	Bank of America Corporation, 4.00%		330,990
	19,000	JPMorgan Chase & Company, 4.20%		347,700
				678,690
		ENTERTAINMENT CONTENT — 1.7%
	15,000	Paramount Global, 5.75%		469,350

		INSTITUTIONAL FINANCIAL SERVICES — 0.7%
	250,000	Mellon Capital IV - Series 1, 4.00%		196,647

		TOTAL PREFERRED STOCKS (Cost $3,020,527)		2,288,175

Principal			Coupon Rate
Amount ($)			(%)	Maturity
		CONVERTIBLE BONDS — 12.0%
		LEISURE PRODUCTS — 2.8%
	700,000	Winnebago Industries, Inc.	1.5000	04/01/25	777,875

		SPECIALTY FINANCE — 5.3%
	1,422,000	Blackstone Mortgage Trust, Inc.	4.7500	03/15/23	1,429,110

		TRANSPORTATION EQUIPMENT — 3.9%
	1,106,000	Greenbrier Companies, Inc. (The)	2.8750	02/01/24	1,064,525

		TOTAL CONVERTIBLE BONDS (Cost $3,183,789)			3,271,510

		CORPORATE BONDS — 65.5%
		APPAREL & TEXTILE PRODUCTS — 5.0%
	1,525,000	Under Armour, Inc.	3.2500	06/15/26	1,344,028

The accompanying notes are an integral part of these financial statements.

NORTH STAR BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2022

Principal			Coupon Rate
Amount ($)			(%)	Maturity	Fair Value
		CORPORATE BONDS — 65.5% (Continued)
		ASSET MANAGEMENT — 5. 0%
	1,000,000	Golub Capital BDC, Inc.	3.3750	04/15/24	$	958,486
	500,000	Hercules Capital, Inc.	2.6250	09/16/26		422,967
						1,381,453
		AUTOMOTIVE — 10.0%
	1,350,000	Ford Motor Company	7.1250	11/15/25		1,387,975
	1,310,000	Goodyear Tire & Rubber Company (The)	9.5000	05/31/25		1,361,728
						2,749,703
		ENTERTAINMENT CONTENT — 2.6%
	825,000	AMC Networks, Inc.	4.7500	08/01/25		732,159

		FOOD — 2.9%
	800,000	J M Smucker Company (The)	3.5000	03/15/25		777,168

		HEALTH CARE FACILITIES & SERVICES — 4.8%
	1,355,000	Owens & Minor, Inc.	4.3750	12/15/24		1,297,669

		HOME & OFFICE PRODUCTS — 4.8%
	1,360,000	Scotts Miracle-Gro Company (The)	5.2500	12/15/26		1,301,343

		LEISURE FACILITIES & SERVICES — 9.9%
	1,350,000	Brinker International, Inc.	3.8750	05/15/23		1,338,984
	1,321,000	Wendy’s International, LLC	7.0000	12/15/25		1,333,550
						2,672,534
		OIL & GAS PRODUCERS — 2.9 %
	800,000	Murphy Oil Corporation	5.7500	08/15/25		797,879

		REAL ESTATE INVESTMENT TRUSTS — 7.9%
	1,375,000	IIP Operating Partnership, L.P.	5.5000	05/25/26		1,214,271
	1,000,000	Vornado Realty, L.P.	3.5000	01/15/25		930,545
						2,144,816
		TELECOMMUNICATIONS — 4.5%
	1,275,000	CenturyLink, Inc.	5.6250	04/01/25		1,226,078

The accompanying notes are an integral part of these financial statements.

NORTH STAR BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2022

Principal			Coupon Rate
Amount ($)			(%)	Maturity	Fair Value
		CORPORATE BONDS — 65.5% (Continued)
		TRANSPORTATION EQUIPMENT — 5.2%
	1,475,000	Trinity Industries, Inc.	4.5500	10/01/24	$	1,421,458

		TOTAL CORPORATE BONDS (Cost $19,038,179)				17,846,288

Shares
		SHORT-TERM INVESTMENTS — 12.9%
		MONEY MARKET FUNDS – 4.6%
	1,241,488	First American Treasury Obligations Fund, Class X, 3.73% (Cost $1,241,488)^(a)				1,241,488

Principal			Coupon Rate
Amount ($)			(%)	Maturity
		U.S. TREASURY BILLS — 8. 3%
	800,000	United States Treasury Bill^(b)	4.1800	02/23/23		792,286
	600,000	United States Treasury Bill^(b)	4.2500	04/06/23		591,266
	900,000	United States Treasury Bill^(b)	4.6600	05/25/23		880,218
		TOTAL U.S. TREASURY BILLS (Cost $2,263,770)				2,263,770

		TOTAL SHORT-TERM INVESTMENTS (Cost $3,505,258)				3,505,258

		TOTAL INVESTMENTS – 98.8% (Cost $28,747,753)			$	26,911,231
		OTHER ASSETS IN EXCESS OF LIABILITIES - 1.2%				329,423
		NET ASSETS - 100.0%			$	27,240,654

LLC	- Limited Liability Company

LP	- Limited Partnership

REIT	- Real Estate Investment Trust

^(a)

Rate disclosed is the seven day effective yield as of November 30, 2022.

^(b)

Zero coupon bond. Rate disclosed is the current yield as of November 30, 2022.

The accompanying notes are an integral part of these financial statements.

North Star Funds

STATEMENTS OF ASSETS AND LIABILITIES

November 30, 2022

	North Star		North Star		North Star		North Star
	Opportunity		Micro Cap		Dividend		Bond
Assets:	Fund		Fund		Fund		Fund
Investments in Unaffiliated Securities at Cost	$	92,428,837	$	72,043,097	$	69,988,401	$	28,747,753
Investments in Non-controlled Affiliated Securities at Cost		—		794,605		—		—
Total Securities at Cost		92,428,837		72,837,702		69,988,401		28,747,753
Investments in Unaffiliated Securities at Value	$	137,791,871	$	93,549,422	$	87,254,855	$	26,911,231
Investments in Non-controlled Affiliated Securities at Value		—		105,998		—		—
Total Securities at Value		137,791,871		93,655,420		87,254,855		26,911,231
Dividends and Interest Receivable		312,076		144,748		196,928		248,031
Receivable for Fund Shares Sold		50		380		137		147,000
Prepaid Expenses and Other Assets		23,353		12,668		15,304		12,805
Total Assets		138,127,350		93,813,216		87,467,224		27,319,067

Liabilities:
Payable for Securities Purchased		63,180		—		—		—
Payable for Fund Shares Redeemed		41,966		—		54,966		10,500
Investment Advisory Fees Payable		103,801		74,530		70,078		18,866
Distribution (12b-1) Fees Payable		4,640		—		—		—
Payable to Related Parties		54,782		30,852		24,577		16,136
Audit and Tax Fees Payable		22,304		22,370		22,382		19,762
Accrued Expenses and Other Liabilities		22,180		21,696		15,416		13,149
Total Liabilities		312,853		149,448		187,419		78,413

Net Assets	$	137,814,497	$	93,663,768	$	87,279,805	$	27,240,654

Composition of Net Assets:
At November 30, 2022, Net Assets consisted of:
Paid-in-Capital	$	87,229,699	$	73,139,706	$	66,534,775	$	30,987,879
Accumulated Earnings/(Losses)		50,584,798		20,524,062		20,745,030		(3,747,225	)
Net Assets	$	137,814,497	$	93,663,768	$	87,279,805	$	27,240,654

Net Asset Value Per Share:
Class I Shares:
Net Assets	$	118,345,841	$	93,663,768	$	87,279,805	$	27,240,654
Shares of Beneficial Interest Outstanding ($0 par value, unlimited shares authorized)		7,374,245		2,944,493		3,908,312		3,121,465
Net Asset Value (Net Assets/Shares Outstanding), Offering Price and Redemption Price Per Share*	$	16.05	$	31.81	$	22.33	$	8.73	(a)
Class A Shares:
Net Assets	$	19,468,656
Shares of Beneficial Interest Outstanding ($0 par value, unlimited shares authorized)		1,210,073
Net Asset Value (Net Assets/Shares Outstanding) and Redemption Price Per Share*	$	16.09
Maximum Offering Price Per Share (Maximum Sales Charge of 5.75%)	$	17.07

The Funds charge a fee of 2.00% on redemptions of shares held for less than 30 days.

(a)

The NAV and Offering Price shown above differ from the traded NAV on November 30, 2022 due to financial statement rounding and/or financial statement adjustments.

The accompanying notes are an integral part of these financial statements.

North Star Funds

STATEMENTS OF OPERATIONS

For the Year Ended November 30, 2022

	North Star			North Star			North Star			North Star
	Opportunity Fund			Micro Cap Fund			Dividend Fund			Bond Fund
Investment Income
Dividends from Unaffiliated Investments	$	2,674,682		$	1,917,557		$	3,179,718		$	202,024
Interest		749,481			84,178			112,315			983,785
Total Investment Income		3,424,163			2,001,735			3,292,033			1,185,809

Expenses
Investment Advisory Fees		1,486,701			1,018,114			855,286			245,712
Administrative Service Fees		151,477			107,098			84,466			39,741
Third Party Administrative Servicing Fees		140,806			100,442			88,371			28,993
Distribution (12b-1) Fees - Class A		63,603			—			—			—
Accounting Service Fees		47,709			37,244			26,844			9,983
Registration Fees		45,732			28,310			29,663			26,896
Transfer Agent Fees		42,405			19,248			21,692			15,919
Legal Fees		29,281			23,851			25,027			25,257
Trustees’ Fees and Expenses		24,418			22,858			24,786			25,282
Audit and Tax Fees		22,177			23,897			23,410			21,922
Printing Expense		18,077			11,565			9,226			4,375
Custodian Fees		16,787			14,019			9,348			6,331
Chief Compliance Officer Fees		14,791			10,377			9,471			6,195
Insurance Expense		13,325			12,014			9,953			7,843
Other Expenses		21,556			11,601			21,491			5,643
Total Expenses		2,138,845			1,440,638			1,239,034			470,092
Fees Waived by the Adviser		(70,810	)		—			—			—

Net Expenses		2,068,035			1,440,638			1,239,034			470,092

Net Investment Income		1,356,128			561,097			2,052,999			715,717

Net Realized and Unrealized Gain (Loss) on Investments
Net Realized Gain (Loss):
on Unaffiliated Investments		3,784,490			(291,870	)		2,760,802			(24,492	)
on Affiliated Investments		—			—			—			—
on Foreign Currency Transactions		(149	)		—			(132	)		—
Total Net Realized Gain (Loss)		3,784,341			(291,870	)		2,760,670			(24,492	)
Net Change in Unrealized Appreciation (Depreciation):
on Unaffiliated Investments		(36,083,915	)		(26,024,194	)		(5,714,606	)		(2,463,554	)
on Affiliated Investments		—			(89,122	)		—			—
on Foreign Currency Translations		40			—			(23	)		—
Total Net Change in Unrealized Appreciation (Depreciation)		(36,083,875	)		(26,113,316	)		(5,714,629	)		(2,463,554	)

Net Realized and Unrealized Loss on Investments		(32,299,534	)		(26,405,186	)		(2,953,959	)		(2,488,046	)

Net Decrease in Net Assets Resulting From Operations	$	(30,943,406	)	$	(25,844,089	)	$	(900,960	)	$	(1,772,329	)

The accompanying notes are an integral part of these financial statements.

North Star Funds

STATEMENTS OF CHANGES IN NET ASSETS

	North Star Opportunity Fund

	For the Year			For the Year
	Ended			Ended
	November 30, 2022			November 30, 2021
Operations
Net Investment Income	$	1,356,128		$	779,864
Net Realized Gain on Investments		3,784,341			4,814,431
Net Change in Unrealized Appreciation (Depreciation) on Investments		(36,083,875	)		23,191,957
Net Increase (Decrease) in Net Assets Resulting From Operations		(30,943,406	)		28,786,252

Distributions to Shareholders:
Distributions Paid
Class I		(3,937,509	)		(351,001	)
Class A		(754,784	)		(28,883	)
Total Distributions Paid		(4,692,293	)		(379,884	)

Capital Shares of Beneficial Interest
Class I Shares:
Proceeds from Shares Sold (267,472 and 1,307,314 shares, respectively)		4,683,682			24,124,943
Distributions Reinvested (180,663 and 16,426 shares, respectively)		3,434,898			337,168
Cost of Shares Redeemed (418,841 and 820,031 shares, respectively)		(7,190,662	)		(15,329,083	)
Redemption Fee Proceeds		129			9,196
Total Class I Shares		928,047			9,142,224

Class A Shares:
Proceeds from Shares Sold (26,460 and 339,918 shares, respectively)		488,899			6,158,835
Proceeds from Shares Issued in Connection with Acquisition of Two Oaks Diversified Growth & Income Fund (Note 11) (0 and 1,613,057 shares, respectively)		—			30,279,834
Distributions Reinvested (39,017 and 1,555 shares, respectively)		753,013			28,688
Cost of Shares Redeemed (415,480 and 2,001,900 shares, respectively)		(6,906,248	)		(37,099,215	)
Redemption Fee Proceeds		—			10
Total Class A Shares		(5,664,336	)		(631,848	)

Net Increase (Decrease) in Net Assets From Shares of Beneficial Interest		(4,736,289	)		8,510,376

Total Increase (Decrease) in Net Assets		(40,371,988	)		36,916,744

Net Assets
Beginning of Year		178,186,485			141,269,741
End of Year	$	137,814,497		$	178,186,485

The accompanying notes are an integral part of these financial statements.

North Star Funds

STATEMENTS OF CHANGES IN NET ASSETS

	North Star
	Micro Cap Fund

	For the Year			For the Year
	Ended			Ended
	November 30, 2022			November 30, 2021
Operations
Net Investment Income (Loss)	$	561,097		$	(9,183	)
Net Realized Gain (Loss) on Investments		(291,870	)		6,415,408
Net Change in Unrealized Appreciation (Depreciation) on Investments		(26,113,316	)		9,326,866
Net Increase (Decrease) in Net Assets Resulting From Operations		(25,844,089	)		15,733,091

Distributions to Shareholders:
Class I Shares:
Distributions Paid		(4,109,397	)		(7,346	)
Total Distributions to Shareholders		(4,109,397	)		(7,346	)

Capital Shares of Beneficial Interest
Class I Shares:
Proceeds from Shares Sold (162,756 and 497,920 shares, respectively)		5,639,910			21,879,552
Distributions Reinvested (87,913 and 180 shares, respectively)		3,618,517			6,491
Cost of Shares Redeemed (329,150 and 196,295 shares, respectively)		(11,922,793	)		(8,599,627	)
Redemption Fee Proceeds		368			7,163
Total Class I Shares		(2,663,998	)		13,293,579

Total Increase (Decrease) in Net Assets		(32,617,484	)		29,019,324

Net Assets
Beginning of Year		126,281,252			97,261,928
End of Year	$	93,663,768		$	126,281,252

The accompanying notes are an integral part of these financial statements.

North Star Funds

STATEMENTS OF CHANGES IN NET ASSETS

	North Star
	Dividend Fund

	For the Year			For the Year
	Ended			Ended
	November 30, 2022			November 30, 2021
Operations
Net Investment Income	$	2,052,999		$	1,622,532
Net Realized Gain on Investments		2,760,670			3,800,909
Net Change in Unrealized Appreciation (Depreciation) on Investments		(5,714,629	)		8,693,711
Net Increase (Decrease) in Net Assets Resulting From Operations		(900,960	)		14,117,152

Distributions to Shareholders:
Class I Shares:
Distributions Paid		(3,322,435	)		(1,400,205	)
Total Distributions to Shareholders		(3,322,435	)		(1,400,205	)

Capital Shares of Beneficial Interest
Class I Shares:
Proceeds from Shares Sold (219,310 and 474,549 shares, respectively)		4,869,224			11,414,701
Distributions Reinvested (117,345 and 47,999 shares, respectively)		2,644,983			1,137,294
Cost of Shares Redeemed (184,157 and 523,013 shares, respectively)		(4,017,143	)		(12,563,697	)
Redemption Fee Proceeds		89			5,001
Total Class I Shares		3,497,153			(6,701	)

Total Increase (Decrease) in Net Assets		(726,242	)		12,710,246

Net Assets
Beginning of Year		88,006,047			75,295,801
End of Year	$	87,279,805		$	88,006,047

The accompanying notes are an integral part of these financial statements.

North Star Funds

STATEMENTS OF CHANGES IN NET ASSETS

	North Star
	Bond Fund

	For the Year			For the Year
	Ended			Ended
	November 30, 2022			November 30, 2021
Operations
Net Investment Income	$	715,717		$	776,894
Net Realized Gain (Loss) on Investments		(24,492	)		156,401
Net Change in Unrealized Depreciation on Investments		(2,463,554	)		(111,532	)
Net Increase (Decrease) in Net Assets Resulting From Operations		(1,772,329	)		821,763

Distributions to Shareholders:
Class I Shares:
Total Distributions Paid		(716,355	)		(849,571	)

Capital Shares of Beneficial Interest
Class I Shares:
Proceeds from Shares Sold (186,017 and 487,476 shares, respectively)		1,657,625			4,498,836
Distributions Reinvested (61,789 and 70,641 shares, respectively)		556,249			678,123
Cost of Shares Redeemed (404,190 and 194,610 shares, respectively)		(3,597,237	)		(1,873,718	)
Total Class I Shares		(1,383,363	)		3,303,241

Total Increase (Decrease) in Net Assets		(3,872,047	)		3,275,433

Net Assets
Beginning of Year		31,112,701			27,837,268
End of Year	$	27,240,654		$	31,112,701

The accompanying notes are an integral part of these financial statements.

North Star Funds

FINANCIAL HIGHLIGHTS

The table below sets forth financial data for one share of beneficial interest outstanding throughout each year.

	North Star Opportunity Fund
	Class I
	For the Year			For the Year			For the Year			For the Year			For the Year
	Ended			Ended			Ended			Ended			Ended
	November 30, 2022			November 30, 2021			November 30, 2020			November 30, 2019			November 30, 2018
Net Asset Value, Beginning of Year	$	20.00		$	16.71		$	14.00		$	13.52		$	13.47
Activity From Investment Operations:
Net investment income (a)		0.16			0.10			0.13			0.21			0.29
Net gain (loss) from securities (both realized and unrealized)		(3.57	)		3.23			2.69			0.99			0.13
Total from operations		(3.41	)		3.33			2.82			1.20			0.42

Less Distributions From:
Net investment income		(0.11	)		(0.04	)		(0.10	)		(0.20	)		(0.25	)
Net realized gains on investments		(0.43	)		(0.00	) (b)		—			(0.52	)		(0.12	)
Return of Capital		—			—			(0.01	)		—			—
Total Distributions		(0.54	)		(0.04	)		(0.11	)		(0.72	)		(0.37	)

Redemption Fees		0.00	(b)		0.00	(b)		—			0.00	(b)		—

Net Asset Value, End of Year	$	16.05		$	20.00		$	16.71		$	14.00		$	13.52

Total Return (c)		(17.48	)%		20.00	%		20.29	%		9.61	%		3.13	%

Ratios/Supplemental Data
Net assets, end of year (in 000’s)	$	118,346		$	146,910		$	114,330		$	93,761		$	84,473
Ratio to average net assets:
Expenses, Gross (d)		1.35	%		1.27	%		1.37	%		1.34	%		1.42	%
Expenses, Net of waiver or recapture		1.30	%		1.30	%		1.30	%		1.34	% (e)		1.42	%
Net investment income		0.93	%		0.52	%		0.90	%		1.58	%		2.11	%
Portfolio turnover rate		31	%		30	%		59	%		46	%		44	%

(a)

Per share amounts are calculated using the average shares method, which more appropriately presents the per share data for the period.

(b)

Less than $0.005 per share.

(c)

Total returns are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distributions, if any. Had the Adviser not absorbed a portion of the expenses for the year ended November 30, 2020 and the year ended November 30, 2022, total returns would have been lower. Had the Advisor not recaptured expenses for the year ended November 30, 2021, total return would have been higher.

(d)

Represents the ratio of expenses to average net assets absent any fee waivers, expense reimbursements and/or expense recapture by the Adviser.

(e)

Effective February 19, 2019, the expense limitation was reduced to 1.30%.

The accompanying notes are an integral part of these financial statements.

North Star Funds

FINANCIAL HIGHLIGHTS

The table below sets forth financial data for one share of beneficial interest outstanding throughout each year.

	North Star Opportunity Fund
	Class A
	For the Year			For the Year			For the Year			For the Year			For the Year
	Ended			Ended			Ended			Ended			Ended
	November 30, 2022			November 30, 2021			November 30, 2020			November 30, 2019			November 30, 2018
Net Asset Value, Beginning of Year	$	20.05		$	16.76		$	14.05		$	13.57		$	13.51
Activity From Investment Operations:
Net investment income (a)		0.11			0.05			0.10			0.17			0.26
Net gain (loss) from securities (both realized and unrealized)		(3.58	)		3.26			2.69			1.00			0.13
Total from operations		(3.47	)		3.31			2.79			1.17			0.39

Less Distributions From:
Net investment income		(0.06	)		(0.02	)		(0.07	)		(0.17	)		(0.21	)
Net realized gains on investments		(0.43	)		—			—			(0.52	)		(0.12	)
Return of Capital		—			—			(0.01	)		—			—
Total Distributions		(0.49	)		(0.02	)		(0.08	)		(0.69	)		(0.33	)

Redemption Fees		—			0.00	(b)		0.00	(b)		0.00	(b)		—

Net Asset Value, End of Year		16.09			20.05			16.76			14.05			13.57

Total Return (c)		(17.70	)%		19.73	%		19.99	%		9.32	%		2.92	%

Ratios/Supplemental Data
Net assets, end of year (in 000’s)	$	19,469		$	31,276		$	26,940		$	33,143		$	16
Ratio to average net assets:
Expenses, Gross (d)		1.60	%		1.51	%		1.62	%		1.55	%		1.67	%
Expenses, Net of waiver or recapture		1.55	%		1.54	%		1.55	%		1.55	% (e)		1.67	%
Net investment income		0.65	%		0.26	%		0.67	%		1.27	%		1.86	%
Portfolio turnover rate		31	%		30	%		59	%		46	%		44	%

(a)

Per share amounts are calculated using the average shares method, which more appropriately presents the per share data for the period.

(b)

Less than $0.005 per share.

(c)

Total returns are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distributions, if any. Had the Adviser not absorbed a portion of the expenses for the years ended November 30, 2019, November 30, 2020 and November 30, 2022, total returns would have been lower. Had the Advisor not recaptured expenses for the year ended November 30, 2021, total return would have been higher.

(d)

Represents the ratio of expenses to average net assets absent any fee waivers, expense reimbursements and/or expense recapture by the Adviser.

(e)

Effective February 19, 2019, the expense limitation was reduced to 1.55%.

The accompanying notes are an integral part of these financial statements.

North Star Funds

FINANCIAL HIGHLIGHTS

The table below sets forth financial data for one share of beneficial interest outstanding throughout each year.

	North Star Micro Cap Fund
	Class I
	For the Year			For the Year			For the Year			For the Year			For the Year
	Ended			Ended			Ended			Ended			Ended
	November 30, 2022			November 30, 2021			November 30, 2020			November 30, 2019			November 30, 2018
Net Asset Value, Beginning of Year	$	41.77		$	35.74		$	26.11		$	26.86		$	29.47
Activity From Investment Operations:
Net investment income (loss) (a)		0.19			(0.00	) (b)		(0.00	) (b)		0.00	(b)		0.00	(b)
Net gain (loss) from securities (both realized and unrealized)		(8.80	)		6.03			9.76			0.97			(1.70	)
Total from operations		(8.61	)		6.03			9.76			0.97			(1.70	)

Less Distributions From:
Net investment income		(0.10	)		(0.00	) (b)		(0.08	)		(0.04	)		—
Net realized gains on investments		(1.25	)		—			—			(1.62	)		(0.91	)
Return of Capital		—			—			(0.05	)		(0.06	)		—
Total Distributions		(1.35	)		(0.00	)		(0.13	)		(1.72	)		(0.91	)

Redemption Fees		0.00	(b)		0.00	(b)		0.00	(b)		—			—

Net Asset Value, End of Year	$	31.81		$	41.77		$	35.74		$	26.11		$	26.86

Total Return (c)		(21.34	)%		16.88	%		37.57	%		4.26	%		(5.87	)%

Ratios/Supplemental Data
Net assets, end of year (in 000’s)	$	93,664		$	126,281		$	97,262		$	74,391		$	77,748
Ratio to average net assets:
Expenses		1.41	%		1.29	%		1.38	%		1.43	%		1.39	%
Net investment income (loss)		0.55	%		(0.01	)%		(0.00	)% (d)		0.02	%		0.01	%
Portfolio turnover rate		11	%		9	%		35	%		22	%		32	%

(a)

Per share amounts are calculated using the average shares method, which more appropriately presents the per share data for the period.

(b)

Less than $0.005 per share.

(c)

Total returns are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distributions, if any.

(d)

Less than 0.005%.

The accompanying notes are an integral part of these financial statements.

North Star Funds

FINANCIAL HIGHLIGHTS

The table below sets forth financial data for one share of beneficial interest outstanding throughout each year.

	North Star Dividend Fund
	Class I
	For the Year			For the Year			For the Year			For the Year			For the Year
	Ended			Ended			Ended			Ended			Ended
	November 30, 2022			November 30, 2021			November 30, 2020			November 30, 2019			November 30, 2018
Net Asset Value, Beginning of Year	$	23.43		$	20.05		$	20.35		$	20.09		$	21.93
Activity From Investment Operations:
Net investment income (a)		0.53			0.43			0.37			0.52			0.49
Net gain (loss) from securities (both realized and unrealized)		(0.76	)		3.32			(0.35	)		1.04			(1.85	)
Total from operations		(0.23	)		3.75			0.02			1.56			(1.36	)

Less Distributions From:
Net investment income		(0.48	)		(0.37	)		(0.30	)		(0.51	)		(0.48	)
Net realized gains on investments		(0.39	)		—			—			(0.78	)		—
Return of Capital		—			—			(0.02	)		(0.01	)		—
Total Distributions		(0.87	)		(0.37	)		(0.32	)		(1.30	)		(0.48	)

Redemption Fees (b)		0.00			0.00			0.00			0.00			0.00

Net Asset Value, End of Year	$	22.33		$	23.43		$	20.05		$	20.35		$	20.09

Total Return (c)		(0.96	)%		18.70	%		0.36	%		8.46	%		(6.35	)%

Ratios/Supplemental Data
Net assets, end of year (in 000’s)	$	87,280		$	88,006		$	75,296		$	80,245		$	79,134
Ratio to average net assets:
Expenses		1.45	%		1.36	%		1.48	%		1.43	%		1.42	%
Net investment income		2.40	%		1.79	%		2.08	%		2.73	%		2.21	%
Portfolio turnover rate		22	%		12	%		54	%		15	%		20	%

(a)

Per share amounts are calculated using the average shares method, which more appropriately presents the per share data for the period.

(b)

Less than $0.005 per share.

(c)

Total returns are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distributions, if any.

The accompanying notes are an integral part of these financial statements.

North Star Funds

FINANCIAL HIGHLIGHTS

The table below sets forth financial data for one share of beneficial interest outstanding throughout each year.

	North Star Bond Fund
	Class I
	For the Year			For the Year			For the Year			For the Year			For the Year
	Ended			Ended			Ended			Ended			Ended
	November 30, 2022			November 30, 2021			November 30, 2020			November 30, 2019			November 30, 2018
Net Asset Value, Beginning of Year	$	9.49		$	9.49		$	9.69		$	9.44		$	9.92
Activity From Investment Operations:
Net investment income (a)		0.22			0.25			0.31			0.34			0.35
Net gain (loss) from securities (both realized and unrealized)		(0.76	)		0.02			(0.22	)		0.25			(0.48	)
Total from operations		(0.54	)		0.27			0.09			0.59			(0.13	)

Less Distributions From:
Net investment income		(0.22	)		(0.27	)		(0.29	)		(0.34	)		(0.35	)
Total Distributions		(0.22	)		(0.27	)		(0.29	)		(0.34	)		(0.35	)

Redemption Fees		—			—			0.00	(b)		0.00	(b)		0.00	(b)

Net Asset Value, End of Year	$	8.73		$	9.49		$	9.49		$	9.69		$	9.44

Total Return (c)		(5.69	)%		2.85	%		1.07	%		6.29	%		(1.34	)%

Ratios/Supplemental Data
Net assets, end of year (in 000’s)	$	27,241		$	31,113		$	27,837		$	25,584		$	22,539
Ratio to average net assets:
Expenses, Gross (d)		1.63	%		1.59	%		1.63	%		1.63	%		1.68	%
Expenses, Net of expense waiver or recapture		1.63	%		1.59	%		1.63	%		1.63	%		1.77	%
Net investment income		2.48	%		2.56	%		3.35	%		3.55	%		3.57	%
Portfolio turnover rate		27	%		42	%		55	%		33	%		23	%

(a)

Per share amounts are calculated using the average shares method, which more appropriately presents the per share data for the period.

(b)

Less than $0.005 per share.

(c)

Total return represents aggregate total return based on Net Asset Value. Total returns are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distributions, if any. Had the Adviser not recaptured previously waived expenses for the fiscal years ended November 30, 2018 and 2017, total returns would have been higher in those years.

(d)

Represents the ratio of expenses to average net assets absent fee waivers, expense reimbursements and/or recapture by the Adviser.

The accompanying notes are an integral part of these financial statements.

North Star Funds

NOTES TO FINANCIAL STATEMENTS

November 30, 2022

ORGANIZATION

The North Star Opportunity Fund, the North Star Micro Cap Fund, the North Star Dividend Fund and the North Star Bond Fund (each a “Fund,” and together the “Funds”) are each a series of shares of beneficial interest of the Northern Lights Fund Trust II (the “Trust”), a trust organized under the laws of the State of Delaware on August 26, 2010, and are registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as open-ended management investment companies.

The diversification policy of each Fund is as follows:

Fund

North Star Opportunity Fund	Diversified
North Star Micro Cap Fund	Diversified
North Star Dividend Fund	Diversified
North Star Bond Fund	Diversified

The investment objective of each Fund is as follows:

Fund	Primary Objective
North Star Opportunity Fund	To seek long-term capital appreciation
North Star Micro Cap Fund	Capital appreciation and to derive income from short term liquid securities
North Star Dividend Fund	To generate dividend income and to seek capital appreciation
North Star Bond Fund	To generate income, with preservation of capital

The North Star Micro Cap Fund is the successor to the Kuby Gottlieb Special Value Fund, L.P. (the “Predecessor Micro Cap Fund”), which transferred its assets to the North Star Micro Cap Fund in connection with the North Star Micro Cap Fund’s commencement of operations. The North Star Dividend Fund is the successor to the North Star Dividend Fund, L.P. (the “Predecessor Dividend Fund”), which transferred its assets to the North Star Dividend Fund in connection with the North Star Dividend Fund’s commencement of operations. The North Star Opportunity Fund is the successor to the North Star Opportunity Fund, L.P. (the “Predecessor North Star Opportunity Fund”), which transferred its assets to the Fund in connection with the North Star Opportunity Fund’s commencement of operations. The Predecessor Funds were managed by the same adviser who currently manages the Funds, and have substantially similar investment objectives and strategies to those of the Funds. Each Fund commenced operations on the following dates:

Fund	Date
North Star Opportunity Fund	December 15, 2011
North Star Micro Cap Fund	May 31, 2013
North Star Dividend Fund	May 31, 2013
North Star Bond Fund	December 19, 2014

The North Star Micro Cap Fund, the North Star Dividend Fund and the North Star Bond Fund currently offer Class I shares. The North Star Opportunity Fund currently offers Class I and Class A shares. Class A shares are offered at net asset value plus a maximum sales charge of 5.75%. Class I shares are offered at net asset value. Each class represents an interest in the same assets of the Fund and classes are identical except for differences in their sales charge structures and ongoing service and distribution charges. All classes of shares have equal voting privileges except that each class has exclusive voting rights with respect to its service and/or distribution plans. The Funds’ income, expenses (other than class specific distribution fees) and realized and unrealized gains and losses are allocated proportionately each day based upon the relative net assets of each class.

North Star Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by the Funds in preparation of their financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Funds are investment companies and accordingly follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 “Financial Services – Investment Companies”.

Securities valuation – Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the primary exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ at the NASDAQ Official Closing Price. In the absence of a sale such securities shall be valued at the mean between the current bid and ask prices on the day of valuation. Short-term investments that mature in 60 days or less may be valued at amortized cost, provided such valuations represent fair value. Debt securities (other than short-term obligations) are valued each day by an independent pricing service approved by the Board of Trustees (the “Board”) based on methods which include consideration of: yields or prices of securities of comparable quality, coupon, maturity and type, indications as to values from dealers, and general market conditions or market quotations from a major market maker in the securities. The independent pricing service does not distinguish between smaller-sized bond positions known as “odd lots” and larger institutional-sized bond positions known as “round lots”. The Funds may fair value a particular bond if the adviser does not believe that the round lot value provided by the independent pricing service reflects fair value of the Funds’ holding. Investments in open-ended investment companies are valued at net asset value.

The Fund may hold securities, such as private investments, interests in commodity pools, other non-traded securities or temporarily illiquid securities, for which market quotations are not readily available or are determined to be unreliable. These securities are valued using the “fair value” procedures approved by the Board. The Board has designated the adviser as its valuation designee (the “Valuation Designee”) to execute these procedures. The Board may also enlist third party consultants such a valuation specialist at a public accounting firm, valuation consultant or financial officer of a security issuer on an as -needed basis to assist the Valuation Designee in determining a security-specific fair value. The Board is responsible for reviewing and approving fair value methodologies utilized by the Valuation Designee, approval of which shall be based upon whether the Valuation Designee followed the valuation procedures established by the Board.

Fair Valuation Process –The applicable investments are valued by the Valuation Designee pursuant to valuation procedures established by the Board. For example, fair value determinations are required for the following securities: (i) securities for which market quotations are insufficient or not readily available on a particular business day (including securities for which there is a short and temporary lapse in the provision of a price by the regular pricing source); (ii) securities for which, in the judgment of the Valuation Designee, the prices or values available do not represent the fair value of the instrument; factors which may cause the Valuation Designee to make such a judgment include, but are not limited to, the following: only a bid price or an asked price is available; the spread between bid and asked prices is substantial; the frequency of sales; the thinness of the market; the size of reported trades; and actions of the securities markets, such as the suspension or limitation of trading; (iii) securities determined to be illiquid; and (iv) securities with respect to which an event that affects the value thereof has occurred (a “significant event”) since the closing prices were established on the principal exchange on which they are traded, but prior to a Fund’s calculation of its net asset value. Specifically, interests in commodity pools or managed futures pools are valued on a daily basis by reference to the closing market prices of each futures contract or other asset held by a pool, as adjusted for pool expenses. Restricted or illiquid securities, such as private investments or non-traded securities are valued based upon the current bid for the security from two or more independent dealers or other parties reasonably familiar with the facts and circumstances of the security (who should take into consideration all

North Star Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2022

relevant factors as may be appropriate under the circumstances). If a current bid from such independent dealers or other independent parties is unavailable, the Valuation Designee shall determine the fair value of such security using the following factors: (i) the type of security; (ii) the cost at date of purchase; (iii) the size and nature of the Fund’s holdings; (iv) the discount from market value of unrestricted securities of the same class at the time of purchase and subsequent thereto; (v) information as to any transactions or offers with respect to the security; (vi) the nature and duration of restrictions on disposition of the security and the existence of any registration rights; (vii) how the yield of the security compares to similar securities of companies of similar or equal creditworthiness; (viii) the level of recent trades of similar or comparable securities; (ix) the liquidity characteristics of the security; (x) current market conditions; and (xi) the market value of any securities into which the security is convertible or exchangeable.

The Funds utilize various methods to measure the fair value of all of their investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:

Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access.

Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following tables summarize the inputs used as of November 30, 2022 for the Funds’ investments measured at fair value:

North Star Opportunity Fund

Assets *	Level 1		Level 2		Level 3		Total
Common Stocks	$	105,883,648	$	—	$	—	$	105,883,648
Preferred Stocks		2,503,440		—		—		2,503,440
Corporate Bonds		—		9,548,579		—		9,548,579
U.S. Government & Agencies		—		967,924		—		967,924
Short-Term Investments		2,125,569		16,762,711		—		18,888,280
Total	$	110,512,657	$	27,279,214	$	—	$	137,791,871

North Star Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2022

North Star Micro Cap Fund

Assets *	Level 1		Level 2		Level 3		Total
Common Stocks	$	83,579,323	$	1,731,159	$	—	$	85,310,482
Short-Term Investment		8,344,938		—		—		8,344,938
Total	$	91,924,261	$	1,731,159	$	—	$	93,655,420

North Star Dividend Fund

Assets *	Level 1		Level 2		Level 3		Total
Common Stocks	$	77,198,698	$	—	$	—	$	77,198,698
Short-Term Investment		10,056,157		—		—		10,056,157
Total	$	87,254,855	$	—	$	—	$	87,254,855

North Star Bond Fund

Assets *	Level 1		Level 2		Level 3		Total
Preferred Stocks	$	2,288,175	$	—	$	—	$	2,288,175
Convertible Bonds		—		3,271,510		—		3,271,510
Corporate Bonds		—		17,846,288		—		17,846,288
Short-Term Investments		1,241,488		2,263,770		—		3,505,258
Total	$	3,529,663	$	23,381,568	$	—	$	26,911,231

The Funds did not hold any Level 3 securities during the year.

Refer to the Schedules of Investments for security classifications.

Security Transactions and Investment Income – Investment security transactions are accounted for on a trade date basis. Cost is determined and gains and losses are based upon the specific identification method for both financial statement and federal income tax purposes. Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis. Purchase discounts and premiums on securities are accreted and amortized over the life of the respective securities.

Expenses – Expenses of the Trust that are directly identifiable to a specific fund are charged to that fund. Expenses, which are not readily identifiable to a specific fund, are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative sizes of the funds in the Trust.

Federal Income Taxes – Each Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and will distribute all of its taxable income, if any, to shareholders. Accordingly, no provision for Federal income taxes is required in the financial statements.

Each Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Funds tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years November 30, 2019 to November 30, 2021 or expected to be taken in the Fund’s November 30, 2022 tax returns. Each Fund identifies its major tax jurisdictions as U.S. Federal, Ohio and foreign jurisdictions where the Fund may make significant investments. However, the Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

North Star Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2022

Distributions to Shareholders – The following table summarizes each Fund’s Investment Income and Capital Gain declaration policy:

Fund	Income Dividends	Capital Gains
North Star Opportunity Fund	Quarterly	Annually
North Star Micro Cap Fund	Annually	Annually
North Star Dividend Fund	Monthly	Annually
North Star Bond Fund	Monthly	Annually

Each Fund records dividends and distributions to its shareholders on the ex-dividend date. Dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are considered either temporary (e.g., deferred losses, capital loss carryforwards) or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification. Any such reclassifications will have no effect on net assets, results of operations or net asset values per share of each Fund.

Indemnification – The Trust indemnifies its officers and trustees for certain liabilities that may arise from the performance of their duties to the Trust. Additionally, in the normal course of business, the Funds enter into contracts that contain a variety of representations and warranties and which provide general indemnities. Each Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the risk of loss due to these warranties and indemnities appears to be remote.

INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES

Advisory Fees – North Star Investment Management Corp. serves as the Funds’ Investment Adviser (the “Adviser”). Pursuant to an Investment Advisory Agreement with the Funds, the Adviser, under the oversight of the Board, directs the daily operations of the Funds and supervises the performance of administrative and professional services provided by others. Under the terms of the Advisory Agreement, the Adviser receives monthly fees calculated at an annual rate of the average daily net assets of each Fund:

Fund	Advisory Fee
North Star Opportunity Fund	1.00% on the first $100 million in net assets
	0.90% on net assets greater than $100 million
North Star Micro Cap Fund	1.00% on the first $100 million in net assets
	0.90% on net assets greater than $100 million
North Star Dividend Fund	1.00% on the first $100 million in net assets
	0.90% on net assets greater than $100 million
North Star Bond Fund	0.85%

For the year ended November 30, 2022, the Adviser earned advisory fees of:

Fund	Advisory Fee
North Star Opportunity Fund	$	1,486,701
North Star Micro Cap Fund		1,018,114
North Star Dividend Fund		855,286
North Star Bond Fund		245,712

North Star Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2022

The Adviser has contractually agreed, at least until March 31, 2024 for North Star Opportunity, North Star Micro Cap, North Star Dividend and North Star Bond Funds, to waive all or part of its management fees and/or make payments to limit Funds expenses (exclusive of any front-end or contingent deferred loads, taxes, leverage interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, dividend expense on securities sold short, acquired fund fees and expenses, or extraordinary expenses such as litigation) so that the total annual operating expenses of the Funds do not exceed 1.55% and 1.30% of the North Star Opportunity Fund’s average net assets, for Class A and Class I shares, respectively, 1.74% of the North Star Micro Cap Fund’s average net assets for Class I shares, 1.74% of the North Star Dividend Fund’s average net assets for Class I shares and 1.79% of the North Star Bond Fund’s average net assets for Class I shares. For the year ended November 30, 2022, the Adviser waived fees in the amount of $70,810 for the Opportunity Fund.

If the Adviser waives any fee or reimburses any expense pursuant to the Waiver Agreement, and the Fund’s Operating Expenses are subsequently less than 1.55% and 1.30% of the North Star Opportunity Fund’s average daily net assets attributable to Class A and Class I shares, respectively, 1.74% of the North Star Micro Cap Fund’s and North Star Dividend Fund’s average daily net assets for Class I shares and 1.79% of the North Star Bond Fund’s average daily net assets for Class I shares, the Adviser shall be entitled to recapture by the Funds for such waived fees or reimbursed expenses provided that such reimbursement does not cause the Funds expenses to exceed 1.55% and 1.30% of the North Star Opportunity Fund’s average daily net assets for Class A and Class I shares, respectively, 1.74% of the North Star Micro Cap Fund’s and North Star Dividend Fund’s average daily net assets for Class I shares and 1.79% of the North Star Bond Fund’s average daily net assets for Class I shares. If Fund Operating Expenses subsequently exceed 1.55% and 1.30% of the North Star Opportunity Fund’s Class A and Class I shares respectively, 1.74% of the North Star Micro Cap Fund’s and North Star Dividend Fund’s Class I shares and 1.79% of the North Star Bond Fund’s Class I shares per annum of the average daily net assets, the reimbursements shall be suspended.

The Adviser may seek reimbursement only for expenses waived or paid by it during the three fiscal years prior to such reimbursement; provided, however, that such expenses may only be reimbursed to the extent they were waived or paid after the date of the Waiver Agreement (or any similar agreement.) The Adviser may recapture expenses only if the expenses are below the expense limitation at the time of the waiver, for North Star Opportunity Fund. The Board may terminate this expense reimbursement arrangement at any time. For the fiscal year ended November 30, 2022, the North Star Micro Cap, North Star Dividend and North Star Bond Funds had no recapture available. Cumulative expenses subject to recapture pursuant to the aforementioned conditions as of November 30, 2022 will expire on November 30 of the following years:

Fund	Amount	Expiring
North Star Opportunity Fund	$32,002	2023
	$70,810	2025

Distributor – The Board has adopted the Trust’s Master Distribution and Shareholder Service Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. The distributor of the Funds is Northern Lights Distributors, LLC (the “Distributor”). The Board of Trustees of the Northern Lights Fund Trust II has adopted, on behalf of the North Star Opportunity Fund, a Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “Plan”), as amended, to pay for certain distribution activities and shareholder services. Under the Plan, the Fund is permitted to pay 0.25% per year of its average daily net assets of Class A shares for such distribution and shareholder service activities. For the year ended November 30, 2022, the North Star Opportunity Fund Class A shares incurred $63,603 in distribution fees.

The Distributor acts as the Funds’ principal underwriter in a continuous offering of each Fund’s shares. For the year ended November 30, 2022, the Distributor received $12,324 in underwriting commissions, of which $2,071 was retained by the principal underwriter for sales of the North Star Opportunity Fund’s Class A shares.

North Star Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2022

In addition, certain affiliates of the Distributor provide services to the Funds as follows:

Ultimus Fund Solutions, LLC (“UFS”) – an affiliate of the Distributor, provides administration, fund accounting, and transfer agent services to the Trust. Pursuant to separate servicing agreements with UFS, the Fund pays UFS customary fees for providing administration, fund accounting and transfer agency services to the Fund. Certain officers of the Trust are also officers of UFS, and are not paid any fees directly by the Fund for serving in such capacities.

Northern Lights Compliance Services, LLC (“NLCS”) – NLCS, an affiliate of UFS and the Distributor, provides a Chief Compliance Officer to the Trust, as well as related compliance services, pursuant to a consulting agreement between NLCS and the Trust. Under the terms of such agreement, NLCS receives customary fees from the Funds.

Blu Giant, LLC (“Blu Giant”) – Blu Giant, an affiliate of UFS and the Distributor, provides EDGAR conversion and filing services as well as print management services for the Funds on an ad-hoc basis. For the provision of these services, Blu Giant receives customary fees from the Funds.

INVESTMENT TRANSACTIONS

The cost of purchases and proceeds from the sale of securities, other than short-term securities, for the year ended November 30, 2022 were as follows:

Fund	Purchases		Sales
North Star Opportunity Fund	$	43,299,472	$	59,363,692
North Star Micro Cap Fund		10,805,433		23,172,331
North Star Dividend Fund		16,970,095		19,646,239
North Star Bond Fund		7,315,195		9,203,033

CONTROL OWNERSHIP

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a Fund creates presumption of control of the Fund, under Section 2(a)(9) of the 1940 Act. As of November 30, 2022, NFS LLC held approximately 64.8% of the voting securities the North Star Opportunity Fund, 68.3% of the North Star Micro Cap Fund, 76.8% of the North Star Dividend Fund and 81.0% of the North Star Bond Fund. The Trust has no knowledge as to whether all or any portion of the shares owned of record are also beneficially owned by NFS LLC.

REDEMPTION FEES

The Funds may assess a short-term redemption fee of 2.00% of the total redemption amount if shareholders sell their shares after holding them for less than 30 days. The redemption fee is paid directly to the Funds. For the year ended November 30, 2022 the North Star Opportunity Fund had $0 and $129 in redemption fees for Class A and Class I, respectively. The North Star Micro Cap Fund had $368 in redemption fees, the North Star Dividend Fund had $89 in redemption fees and the North Star Bond Fund had $0 in redemption fees.

INVESTMENTS IN AFFILIATED ISSUERS

An affiliated issuer is an issuer in which the Fund has ownership of at least 5% of the voting securities. Issuers which are affiliates of the North Star Micro Cap Fund at November 30, 2022, are noted in the Fund’s Schedule of Investments.

North Star Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2022

Transactions during the period with companies which are affiliates are as follows:

North Star Micro Cap Fund

											Net Change in
							Dividends				Unrealized
	Fair Value						Credited to		Realized		Appreciation			Fair Value
Description	11/30/2021		Purchases		Sales		Income		Gain/(Loss)		(Depreciation)			11/30/2022
Truett-Hurst, Inc. - Class A	$	195,120	$	—	$	—	$	—	$	—	$	(89,122	)	$	105,998

AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION

The identified cost of investments in securities owned by each Fund for federal income tax purposes, and their respective gross unrealized appreciation and depreciation at November 30, 2022, were as follows:

								Net Unrealized
			Gross Unrealized		Gross Unrealized			Appreciation/
Fund	Tax Cost		Appreciation		Depreciation			(Depreciation)
North Star Opportunity Fund	$	91,956,540	$	47,264,750	$	(1,429,419	)	$	45,835,331
North Star Micro Cap Fund		73,069,381		29,599,979		(9,013,940	)		20,586,039
North Star Dividend Fund		70,240,987		20,269,004		(3,255,136	)		17,013,868
North Star Bond Fund		28,707,065		169,399		(1,965,233	)		(1,795,834	)

DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

The tax character of fund distributions for the following years were as follows:

	For the period ended November 30, 2022						For the period ended November 30, 2021
	Ordinary		Long-Term				Ordinary		Long-Term
Fund	Income		Capital Gains		Total		Income		Capital Gains		Total
North Star Opportunity Fund	$	563,337	$	4,128,956	$	4,692,293	$	343,830	$	36,054	$	379,884
North Star Micro Cap Fund		319,631		3,789,766		4,109,397		—		7,346		7,346
North Star Dividend Fund		1,462,632		1,859,803		3,322,435		1,400,205		—		1,400,205
North Star Bond Fund		716,355		—		716,355		849,571		—		849,571

As of November 30, 2022, the components of accumulated earnings/(deficit) on a tax basis were as follows:

	Undistributed		Undistributed		Post October Loss			Capital Loss			Other			Unrealized			Total
	Ordinary		Long-Term		and			Carry			Book/Tax			Appreciation/			Accumulated
Fund	Income		Capital Gains		Late Year Loss			Forwards			Differences			(Depreciation)			Earnings/(Deficits)
North Star Opportunity Fund	$	386,067	$	4,436,778	$	(20,439	)	$	—		$	(52,957	)	$	45,835,349		$	50,584,798
North Star Micro Cap Fund		172,645		—		(27,329	)		(438,972	)		231,679			20,586,039			20,524,062
North Star Dividend Fund		528,584		3,060,558		—			—			142,022			17,013,866			20,745,030
North Star Bond Fund		9,725		—		—			(1,969,714	)		8,598			(1,795,834	)		(3,747,225	)

North Star Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2022

The difference between book basis and tax basis unrealized appreciation (depreciation), undistributed ordinary income (loss) and accumulated net realized gain (loss) from investments is primarily attributable to the tax deferral of losses on wash sales, adjustments for tax gain/loss due to the Funds’ conversion from limited partnerships, unamortized organizational costs from fund mergers and tax adjustments for real estate investment trusts, trust preferred securities, C-Corporations with return of capital distributions and perpetual bonds. The unrealized appreciation (depreciation) in the table above includes unrealized foreign currency gains (losses) of $(18) and $2 for the North Start Opportunity Fund and Norths Star Dividend Fund, respectively.

Capital losses incurred after October 31 within the fiscal year are deemed to arise on the first business day of the following fiscal year for tax purposes. The following Funds incurred and elected to defer such capital losses as follows:

Fund	Post October Losses
North Star Opportunity Fund	$	20,439
North Star Micro Cap Fund		27,329

At November 30, 2022, the following Funds had capital loss carry forwards for federal income tax purposes available to offset future capital gains as follows:

	Non-Expiring
Fund	Short-Term		Long-Term		Total		CLCF Utilized
North Star Micro Cap Fund	$	389,365	$	49,607	$	438,972	$	—
North Star Bond Fund		869,000		1,100,714		1,969,714		—

Permanent book and tax differences, primarily attributable to net operating losses, non-deductible expenses, adjustments for the tax gain/loss due to the Funds’ conversion from limited partnerships and adjustments for prior year tax returns, resulted in reclassification for the following Funds for the year ended November 30, 2022, as follows:

	Paid			Accumulated
	In			Earnings
Fund	Capital			(Losses)
North Star Opportunity Fund	$	273,796		$	(273,796	)
North Star Micro Cap Fund		174,431			(174,431	)
North Star Dividend Fund		(350,058	)		350,058
North Star Bond Fund		—			—

10.

MARKET AND GEOPOLITICAL RISK

The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market. Securities in the Fund’s portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters, pandemics, epidemics, terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years may result in market volatility and may have long term effects on both the U.S. and global financial markets. The current novel coronavirus (COVID-19) global pandemic and the aggressive responses taken by many governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines or similar restrictions, as well as the forced or voluntary closure of, or operational changes to, many retail and other businesses, has had negative impacts, and in many cases severe negative impacts, on markets worldwide. It is not known how long such impacts, or any

North Star Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2022

future impacts of other significant events described above, will or would last, but there could be a prolonged period of global economic slowdown, which may impact your Fund investment.

11.

FUND REORGANIZATION

On May 7, 2021, the North Star Opportunity Fund acquired the assets and certain liabilities of the Two Oaks Diversified Growth and Income Fund (the “Acquired Fund”), pursuant to a plan of reorganization, approved by the Board of Trustees of the Trust, of both the Acquired Fund and the North Star Opportunity Fund. Total shares issued by the North Star Opportunity Fund and the total net assets of the Acquired Fund and the North Star Opportunity Fund on the date of the transfer were as follows:

Cost of

Total Net

Total Net Assets

Investments

issued by

Assets of the

of the Fund after

Received from

Acquired Fund

the Fund

Acquired Fund

Merger

Acquired Fund

Two Oaks Diversified Growth and Income Fund

1,613,057

30,279,834

180,826,787

16,579,239

The net assets of the Acquired Fund includes cash of $2,359,112 and other assets in excess of other liabilities of $2,265.

As part of the reorganization, for each share they held, shareholders of the Acquired Fund received 0.8828 of the Class A Shares of the North Star Opportunity Fund.

The total net assets of the Acquired Fund before acquisition included unrealized appreciation of $11,339,218. Total net assets of the North Star Opportunity Fund immediately after the transfer were $180,826,787. The transaction was structured to qualify as a tax-free reorganization under the Internal Revenue Code of 1986, as amended.

12.

SUBSEQUENT EVENTS

Subsequent events have been evaluated from the date of the Statement of Assets and Liabilities through the date the financial statements were issued. Management has determined that no events or transactions occurred requiring adjustment or disclosure in the financial statements.

Report of Independent Registered Public Accounting Firm

Board of Trustees of Northern Lights Fund Trust II

and the Shareholders of North Star Opportunity Fund, North Star Micro Cap Fund,

North Star Dividend Fund and North Star Bond Fund

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of North Star Opportunity Fund, North Star Micro Cap Fund, North Star Dividend Fund and North Star Bond Fund (collectively, the Funds), each a separate series of the Northern Lights Fund Trust II, including the schedules of investments, as of November 30, 2022, the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes to the financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Funds as of November 30, 2022, the results of their operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of investments owned as of November 30 2022, by correspondence with the custodians and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ RSM US LLP

We have served as the auditor of one or more investment companies in the North Star fund complex since 2015.

Denver, Colorado

January 27, 2023

North Star Funds

LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)

November 30, 2022

The Funds have adopted and implemented a written liquidity risk management program as required by Rule 22e-4 (the “Liquidity Rule”) under the 1940 Act. The program is reasonably designed to assess and manage the Funds’ liquidity risk, taking into consideration, among other factors, the Funds’ investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions; its short and long-term cash flow projections; and its cash holdings and access to other funding sources.

During the fiscal year ended November 30, 2022 the Trust’s Liquidity Risk Management Program Committee (the “Committee”) reviewed the Funds’ investments and determined that the Funds held adequate levels of cash and highly liquid investments to meet shareholder redemption activities in accordance with applicable requirements. Accordingly, the Committee concluded that (i) the Funds’ liquidity risk management program is reasonably designed to prevent violations of the Liquidity Rule and (ii) the Funds’ liquidity risk management program has been effectively implemented.

North Star Funds

EXPENSE EXAMPLE (Unaudited)

November 30, 2022

As a shareholder of each Fund you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases of Class A shares; (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Please note, the expenses shown in the tables are meant to highlight ongoing costs only and do not reflect any transactional costs.

This example is based on an investment of $1,000 invested for the period of time as indicated in the table below.

Actual Expenses: The first line of the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during the period.

Hypothetical Examples for Comparison Purposes: The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs which may be applicable to your account. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning	Ending	Expenses Paid
	Account Value	Account Value	During Period	Fund’s Annualized
Actual	6/1/2022	11/30/2022	6/1/2022 – 11/30/2022*	Expense Ratio
North Star Opportunity Fund
Class I	$1,000.00	$938.80	$6.32	1.30%
Class A	$1,000.00	$937.70	$7.53	1.55%
North Star Micro Cap Fund
Class I	$1,000.00	$927.90	$6.67	1.38%
North Star Dividend Fund
Class I	$1,000.00	$1,014.00	$7.32	1.45%
North Star Bond Fund
Class I	$1,000.00	$979.80	$7.84	1.58%

Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by the number of days in the period (183) divided by the number of days in the fiscal year (365).

North Star Funds

EXPENSE EXAMPLE (Unaudited) (Continued)

November 30, 2022

Hypothetical	Account Value	Account Value	During Period	Fund’s Annualized
(5% return before expenses)	6/1/2022	11/30/2022	6/1/2022 – 11/30/2022*	Expense Ratio
North Star Opportunity Fund
Class I	$1,000.00	$1,018.55	$6.58	1.30%
Class A	$1,000.00	$1,017.30	$7.84	1.55%
North Star Micro Cap Fund
Class I	$1,000.00	$1,018.15	$6.98	1.38%
North Star Dividend Fund
Class I	$1,000.00	$1,017.80	$7.33	1.45%
North Star Bond Fund
Class I	$1,000.00	$1,017.15	$7.99	1.58%

North Star Funds

Additional Information (Unaudited)

November 30, 2022

FACTORS CONSIDERED BY THE TRUSTEES IN APPROVAL OF THE RENEWAL OF AN INVESTMENT ADVISORY AGREEMENT

At a Regular meeting (the “Meeting”) of the Board of Trustees (the “Board”) of Northern Lights Fund Trust II (the “Trust”) held on October 17 and 18, 2022, the Board, including the disinterested Trustees (the “Independent Trustees”), considered the renewal of the Investment Advisory Agreement between the Trust, on behalf of the North Star Opportunity Fund, North Star Dividend Fund, North Star Micro Cap Fund and the North Star Bond Fund (the “North Star Funds”) and North Star Investment Management Corporation (“North Star”) (the “North Star Advisory Agreement”).

Based on their evaluation of the information provided by North Star, in conjunction with each North Star Fund’s other service providers, the Board, by a unanimous vote (including a separate vote of the Independent Trustees), approved the North Star Advisory Agreement with respect to each of the North Star Funds.

In advance of the Meeting, the Board requested and received materials to assist them in considering the North Star Advisory Agreement. The materials provided contained information with respect to the factors enumerated below, including the North Star Advisory Agreement, a memorandum prepared by the Trust’s outside legal counsel discussing in detail the Trustees’ fiduciary obligations and the factors they should assess in considering the continuation of the North Star Advisory Agreement and comparative information relating to the advisory fee and other expenses of each of the North Star Funds. The materials also included due diligence materials relating to North Star (including due diligence questionnaires completed by North Star, select financial information of North Star, bibliographic information regarding North Star’s key management and investment advisory personnel, and comparative fee information relating to the Funds) and other pertinent information. At the Meeting, the Independent Trustees were advised by counsel that is experienced in Investment Company Act of 1940 matters and that is independent of fund management and met with such counsel separately from fund management.

The Board then reviewed and discussed the written materials that were provided in advance of the Meeting and deliberated on the renewal of the North Star Advisory Agreement. The Board relied upon the advice of independent legal counsel and their own business judgment in determining the material factors to be considered in evaluating the North Star Advisory Agreement and the weight to be given to each such factor. The conclusions reached by the Board were based on a comprehensive evaluation of all of the information provided and were not the result of any one factor. Moreover, each Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the North Star Advisory Agreement. In considering the renewal of the North Star Advisory Agreement, the Board reviewed and analyzed various factors that they determined were relevant, including the factors enumerated below.

Nature, Extent and Quality of Services. The Board reviewed materials provided by North Star related to the proposed renewal of the North Star Advisory Agreement with respect to each of the North Star Funds, including its Form ADV and related schedules, a description of the manner in which investment decisions were made and executed, a review of the personnel performing services for each of the North Star Funds, including the individuals that primarily monitor and execute the investment process. The Board discussed the extent of the research capabilities, the quality of North Star’s compliance infrastructure and the experience of its investment advisory personnel. The Board noted that North Star was an experienced investment adviser with seasoned senior management and that the performance of the North Star Funds supported the quality and experience of the staff. Additionally, the Board received satisfactory responses from the representatives of North Star with respect to a series of important questions, including: whether North Star was involved in any lawsuits or pending regulatory actions; whether the advisory services provided to its other accounts would conflict with the advisory services provided to each of the North Star Funds; whether there were procedures in place to adequately allocate trades among its respective clients; and whether North Star’s CCO had processes in place to review the portfolio managers’ performance of their duties to ensure compliance under North Star’s compliance program. The Board reviewed the information provided on the practices for monitoring compliance with each of the North Star Fund’s investment limitations and discussed North Star’s compliance program with the CCO of the Trust. The Board noted that

North Star Funds

Additional Information (Unaudited) (Continued)

November 30, 2022

the CCO of the Trust continued to represent that North Star’s policies and procedures were reasonably designed to prevent violations of applicable federal securities laws. The Board also noted North Star’s representation that the prospectus and statement of additional information for the North Star Funds accurately describe the investment strategies of each of the North Star Funds. The Board then reviewed the capitalization of North Star based on financial information provided by and representations made by North Star and its representatives and concluded that North Star was sufficiently well-capitalized in order to meet its obligations to each of the North Star Funds. The Board concluded that North Star had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the North Star Advisory Agreement and that the nature, overall quality and extent of the advisory services to be provided by North Star to each of the North Star Funds were satisfactory.

Performance. The Board discussed the report prepared by Broadridge and reviewed the performance as compared to its peer group, Morningstar category and benchmark for the one year, three year, five year and since inception periods ended September 30, 2022, for each of North Star Opportunity, North Star Micro Cap, North Star Dividend, and North Star Bond. With respect to North Star Opportunity, the Board noted that North Star Opportunity modestly underperformed its peer group median and Morningstar category median, and slightly outperformed its benchmark, the Morningstar Moderately Aggressive Target Risk index, for the one year period, outperformed its peer group median, Morningstar category median and benchmark for the three year and five year periods, and outperformed its benchmark, equaled its peer group median but underperformed its Morningstar category median for the since inception period. The Board reviewed the performance of North Star Micro Cap noting that North Star Micro Cap had underperformed its benchmark, peer group median and Morningstar category median for the one year period, outperformed its peer group median and underperformed its Morningstar category median and benchmark for the three year period, and underperformed the peer group median and Morningstar category median but outperformed its benchmark for the five year and since inception periods. The Board next reviewed the performance of North Star Dividend noting that North Star Dividend had underperformed its benchmark, peer group median and Morningstar category median for the one year and three year periods, and underperformed its peer group median and Morningstar category median, but outperformed its benchmark, for the five year and since inception periods. The Board also reviewed the performance of North Star Bond noting that North Star Bond had outperformed its benchmark, peer group median and Morningstar category median for the one year period but had underperformed its benchmark, peer group median and Morningstar category for the three year, five year and since inception periods. The Board noted that the North Star Bond’s short duration during a sharply declining interest rate environment had contributed to the Fund’s underperformance for longer periods but performance had improved as interest rates began to rise recently. After further discussion, the Board concluded that the performance of each of North Star Opportunity, North Star Micro Cap, North Star Dividend and North Star Bond was acceptable although the Board would continue to monitor the performance of each of the North Star Funds.

Fees and Expenses. As to the costs of the services provided by North Star, the Board reviewed and discussed each of the North Star Fund’s advisory fee and total operating expenses as compared to its peer group and its Morningstar category as presented in the Broadridge Report. The Board noted that the advisory fee for each North Star Fund was near or at the high end of its respective peer group and Morningstar category ranges. The Board further noted that North Star Opportunity, North Star Micro Cap and North Star Dividend were being charged a 0.96%, 0.99% and 1.00% advisory fee by North Star, respectively, which was above the Morningstar category median and peer group median for each Fund although not the highest in their respective peer groups. The Board also noted that, with respect to each of North Star Opportunity, North Star Micro Cap and North Star Dividend, the advisory fee was 1.00% with a reduction to 0.90% on assets above $100 million. With respect to North Star Bond, the Board noted that the Fund’s 0.85% advisory fee was also higher than the peer group median and Morningstar category median and that the Fund’s higher net expense ratio may be explained by relatively lower asset levels than its peers and less ability to benefit from economies of scale.

The Board discussed North Star’s similarly managed accounts which were comparable to North Star Micro Cap and North Star Dividend noting the advisory fee of 0.50% was substantially less than the 1.00% advisory fee charged by North Star for those Funds. The Board noted, however, that North Star had represented to the Board that it charged a

North Star Funds

Additional Information (Unaudited) (Continued)

November 30, 2022

lower fee for such accounts as they are sub-advisory accounts where North Star only manages a portion of an account portfolio, did not have direct contact with the client and overall North Star provided fewer services and devoted less attention to such accounts.

The Board then reviewed the contractual arrangements for each of the North Star Funds, which stated that North Star had agreed to waive or limit its advisory fee and/or reimburse expenses at least until March 31, 2024, in order to limit net annual operating expenses, exclusive of certain fees, so as not to exceed: 1.55%, 1.55%, and 1.30%, of North Star Opportunity’s average annual net assets for Class A, Class R and Class I Shares, respectively; 2.24%, 1.74%, 1.99% of North Star Dividend’s average annual net assets for Class A, Class I and Class R shares, respectively; 2.24%, 1.74%, and 1.99% of North Star Micro Cap’s average annual net assets for Class A, Class I, Class R shares, respectively; and 2.04%, 1.79% and 2.29% of North Star Bond’s average annual net assets for Class A, Class I shares and Class R shares, respectively. The Board found such arrangements to be beneficial to shareholders. The Board further noted that each North Star Fund was currently operating below each of these expense caps. The Board concluded that based on North Star’s experience, expertise and services provided to the Funds, the advisory fee charged by North Star for each North Star Fund, although at or near the high end of each North Star Fund’s peer group, was not unreasonable.

Profitability. The Board also considered the level of profits that could be expected to accrue to North Star with respect to each of North Star Opportunity, North Star Dividend, North Star Micro Cap, and North Star Bond based on profitability reports and profitability analyses provided by North Star with respect to each North Star Fund. The Board also reviewed the selected financial information of North Star provided by North Star. After review and discussion, the Board concluded that the anticipated profit from North Star’s relationship with each of the North Star Funds was not excessive.

Economies of Scale. As to the extent to which each of the North Star Funds would realize economies of scale as it grew, and whether the fee levels reflect these economies of scale for the benefit of investors, the Board discussed the current size of each of the North Star Funds, noting the existing advisory fee reduction when assets of North Star Opportunity, North Star Dividend, North Star Micro Cap reach $100 million. The Board further considered North Star’s expectations for growth, and concluded that additional material economies of scale would likely not be achieved in the near term.

Conclusion. The Board relied upon the advice of counsel, and their own business judgment in determining the material factors to be considered in evaluating the North Star Advisory Agreement and the weight to be given to each such factor. Accordingly, having requested and received such information from North Star as the Trustees believed to be reasonably necessary to evaluate the terms of the North Star Advisory Agreement, and as assisted by the advice of independent counsel, the Board, including a majority of the Independent Trustees, determined that, with respect to the North Star Advisory Agreement, (a) the terms of the North Star Advisory Agreement are not unreasonable; (b) the advisory fee is not unreasonable; and (c) the North Star Advisory Agreement is in the best interests of each North Star Fund and its respective shareholders. In considering the renewal of the North Star Advisory Agreement, the Board did not identify any one factor as all important, but rather considered these factors collectively and determined that approval of the renewal of the North Star Advisory Agreement was in the best interest of each North Star Fund and its respective shareholders. Moreover, the Board noted that each Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the North Star Advisory Agreement.

North Star Funds

ADDITIONAL INFORMATION (Unaudited)(Continued)

November 30, 2022

The Trustees and the officers of the Trust are listed below with their present positions with the Trust and principal occupations over at least the last five years. The business address of each Trustee and Officer is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246. All correspondence to the Trustees and Officers should be directed to c/o Ultimus Fund Solutions, LLC, P.O. Box 541150, Omaha, Nebraska 68154.

Independent Trustees

Name and Year of Birth	Position/Term of Office*	Principal Occupation During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee**	Other Directorships held by Trustee During the Past Five Years
Brian Nielsen 1972	Trustee Since May 2011	Trustee of Northern Lights Fund Trust II (since 2011); Special Projects Counsel of NorthStar Financial Services Group, LLC (from 2018 to 2019); Secretary of CLS Investments, LLC (from 2001 to 2018); Secretary of Orion Advisor Services, LLC (from 2001 to 2018); General Counsel and Secretary (from 2003 to 2018) of NorthStar Financial Services Group, LLC; CEO (from 2012 to 2018), Secretary (from 2003 to 2018) and Manager (from 2005 to 2018) of Northern Lights Distributors, LLC; Director, Secretary and General Counsel of Constellation Trust Company (from 2004 to 2018); CEO (from 2015 to 2018), General Counsel and Secretary (from 2011 to 2018) of Northern Lights Compliance Services, LLC; General Counsel and Secretary of Blu Giant, LLC (from 2011 to 2018); Secretary of Gemini Fund Services, LLC (from 2012 to 2018); Manager of Arbor Point Advisors, LLC (from 2012 to 2018); Director, Secretary and General Counsel of NorthStar CTC Holdings, Inc. (from 2015 to 2018) and Secretary and Chief Legal Officer of AdvisorOne Funds (from 2003 to 2018).	4	Manager of Northern Lights Distributors, LLC (from 2005 to 2018); Manager of Arbor Point Advisors, LLC (from 2012 to 2018); Director of Constellation Trust Company (from 2004 to 2018)
Thomas T. Sarkany 1946	Trustee Since October 2011	President, TTS Consultants, LLC (financial services) (since 2010).	4	Director, Aquila Distributors; Trustee, Arrow ETF Trust; Trustee, Arrow Investments Trust; Trustee, Northern Lights Fund Trust IV
Anthony H. Lewis 1946	Trustee Since May 2011	Chairman and CEO of The Lewis Group USA (executive consulting firm) (since 2007).	4	Director, Member of the Compensation Committee and Member of the Risk Committee of Torotel Inc. (Magnetics, Aerospace and Defense), Trustee, Chairman of the Fair Valuation Committee and Member of the Audit Committee of the Wildermuth Endowment Strategy Fund
Keith Rhoades 1948	Trustee Since May 2011	Retired since 2008.	4	NONE
Randal D. Skalla 1962	Trustee Since May 2011	President, L5 Enterprises, Inc.(financial services company) (since 2001).		Board Member, Orizon Investment Counsel (financial services company) (from 2001 to 2017)

North Star Funds

ADDITIONAL INFORMATION (Unaudited)(Continued)

November 30, 2022

Interested Trustees and Officers

Name and Year of Birth	Position/Term of Office*	Principal Occupation During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee**	Other Directorships held by Trustee During the Past Five Years
Kevin E. Wolf 1969	President Since January 2013	Vice President of The Ultimus Group, LLC; Executive Vice President, Head of Fund Administration and Product (since 2019) and President (2012 - 2019) of Ultimus Fund Solutions, LLC (formerly, Gemini Fund Services, LLC).	N/A	N/A
Eric Kane 1981	Secretary Since August 2022	Vice President and Managing Counsel, Ultimus Fund Solutions, LLC (since 2020); Vice President and Counsel, Gemini Fund Services, LLC (2017-2020), Assistant Vice President, Gemini Fund Services, LLC (2014- 2017), Staff Attorney, Gemini Fund Services, LLC (2013-2014), Law Clerk, Gemini Fund Services, LLC (2009-2013), Legal Intern, NASDAQ OMX (2011), Hedge Fund Administrator, Gemini Fund Services, LLC (2008), Mutual Fund Accountant/Corporate Action Specialist, Gemini Fund Services, LLC (2006-2008).	N/A	N/A
Erik Naviloff 1968	Treasurer Since January 2013	Vice President of Ultimus Fund Solutions, LLC (formerly, Gemini Fund Services, LLC) (since 2011).	N/A	N/A
Jared Lahman 1986	Anti-Money Laundering Officer since January 2022	Compliance Analyst, Northern Lights Compliance Services, LLC (since January 2019); Manager, Fund Accounting, Gemini Fund Services, LLC (January 2014 to December 2018).	N/A	N/A
Emile R. Molineaux 1962	Chief Compliance Officer Since May 2011	Senior Compliance Officer and CCO of Various clients of Northern Lights Compliance Services, LLC (since 2011).	N/A	N/A

The term of office for each Trustee and Officer listed above will continue indefinitely.

As of November 30, 2022, the Trust was comprised of 19 active portfolios managed by unaffiliated investment advisers. The term “Fund Complex” applies only to the Funds and not to any other series of the Trust. The Funds do not hold themselves out as related to any other series within the Trust for investment purposes, nor do they share the same investment adviser with any other series.

The Fund’s Statement of Additional Information (“SAI”) includes additional information about the Trustees and is available free of charge, upon request, by calling toll-free at 1-312-580-0900.

Privacy Policy

Rev. May 2021

FACTS	WHAT DOES NORTHERN LIGHTS FUND TRUST II (“NLFT II”) DO WITH YOUR PERSONAL INFORMATION?
Why?	Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What?	The types of personal information we collect and share depend on the product or service you have with us. This information can include:
	● Social Security number ● Employment information ● Account balances	● Account transactions ● Income ● Investment experience
	When you are no longer our customer, we continue to share your information as described in this notice.
How?	All financial companies need to share a customer’s personal information to run their everyday business - to process transactions, maintain customer accounts, and report to credit bureaus. In the section below, we list the reasons financial companies can share their customer’s personal information; the reasons NLFT II chooses to share; and whether you can limit this sharing.

Reasons we can share your personal information	Does NLFT II share?	Can you limit this sharing?
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	Yes	No
For our marketing purposes — to offer our products and services to you	Yes	No
For joint marketing with other financial companies	Yes	No
For our affiliates’ everyday business purposes — information about your transactions and experiences	Yes	No
For our affiliates’ everyday business purposes — information about your creditworthiness	No	We don’t share
For nonaffiliates to market to you	No	We don’t share

Questions?

Call 1-631-490-4300

Who we are
Who is providing this notice?	Northern Lights Fund Trust II
What we do
How does NLFT II protect my personal information?	To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
How does NLFT II collect my personal information?	We collect your personal information, for example, when you
	● open an account ● give us your income information ● ��provide employment information	● provide account information ● give us your contact information
	We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.
Why can’t I limit all sharing?	Federal law gives you the right to limit only ● sharing for affiliates’ everyday business purposes—information about your creditworthiness ● affiliates from using your information to market to you ● sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing.
Definitions
Affiliates	Companies related by common ownership or control. They can be financial and nonfinancial companies. ● NLFT II has no affiliates.
Nonaffiliates	Companies not related by common ownership or control. They can be financial and nonfinancial companies. ● NLFT II does not share with nonaffiliates so they can market to you.
Joint marketing	A formal agreement between nonaffiliated financial companies that together market financial products and services to you. ● Our joint marketing partners include other financial service companies.

Proxy Voting Policy

Information regarding how the Funds vote proxies relating to portfolio securities for the 12 month period ended June 30th as well as a description of the policies and procedures that the Funds used to determine how to vote proxies is available without charge, upon request, by calling 1-312-580-0900 or by referring to the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

Portfolio Holdings

Funds file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT, within sixty days after the end of the period. Form N-PORT reports are available at the SEC’s website at www.sec.gov.

Investment Adviser

North Star Investment Management Corp.

20 N. Wacker Drive #1416

Chicago, IL 60606

Administrator

Ultimus Fund Solutions, LLC

225 Pictoria Drive, Suite 450

Cincinnati, OH 45246

NSF-AR22

(a)

Include a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1).

(b)

Include a copy of each notice transmitted to stockholders in reliance on Rule 30e-3 under the Act (17 CFR 270.30e-3) that contains disclosures specified by paragraph (c)(3) of that rule.

Item 2. Code of Ethics.

(a) As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

(b) For purposes of this item, “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote:

(1)

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2)

Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;

(3) Compliance with applicable governmental laws, rules, and regulations;

(4)

The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

(5) Accountability for adherence to the code.

(c) Amendments: During the period covered by the report, there have not been any amendments to the provisions of the code of ethics.

(d) Waivers: During the period covered by the report, the registrant has not granted any express or implicit waivers from the provisions of the code of ethics.

(e) The Code of Ethics is not posted on Registrant’ website.

(f) A copy of the Code of Ethics is attached as an exhibit.

Item 3. Audit Committee Financial Expert.

(a) The Registrant’s board of trustees has determined that Keith Rhoades is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Rhoades is independent for purposes of this Item.

Item 4. Principal Accountant Fees and Services.

(a)

Audit Fees

2022 - $59,000

2021 - $61,500 *

2020 - $57,000

2019 - $58,500

2018 - $56,000

2017 - $55,200

* The audit fees above include additional audit procedures performed necessary to audit the reorganization with Two Oaks Diversified Income and Growth Fund.

(b)

Audit-Related Fees

2022 - None

2021 - 2,000 *

2020 - None

2019 - None

2018 - $4,000 *

2017 - None

* The audit-related fees above relate to N-14 filings consents paid for by the Advisor.

(c)

Tax Fees

2022 - $11,000

2021 - $10,600

2020 - $10,000

2019 - $10,000

2018 - $10,000

2017 - $9,000

Preparation of Federal & State income tax returns, assistance with calculation of required income, capital gain and excise distributions and preparation of Federal excise tax returns.

(d)

All Other Fees

2022 - None

2021 - None

2020 - None

2019 - None

2018 - None

2017 - None

(e)

(1) Audit Committee’s Pre-Approval Policies

The registrant’s Audit Committee is required to pre-approve all audit services and, when appropriate, any non-audit services (including audit-related, tax and all other services) to the registrant. The registrant’s Audit Committee also is required to pre-approve, when appropriate, any non-audit services (including audit-related, tax and all other services) to its adviser, or any entity controlling, controlled by or under common control with the adviser that provides ongoing services to the registrant, to the extent that the services may be determined to have an impact on the operations or financial reporting of the registrant. Services are reviewed on an engagement by engagement basis by the Audit Committee.

(2)

Percentages of Services Approved by the Audit Committee

2017 2018 2019 2020 2021 2022

Audit-Related Fees: 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Tax Fees: 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

All Other Fees: 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

(f)

During the audit of registrant's financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant's engagement were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

(g)

The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant:

2022 - $11,000

2021 - $10,600

2020 - $10,000

2019 - $10,000

2018 - $10,000

2017 - $9,000

(h) The registrant's audit committee has considered whether the provision of non-audit services to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant, that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the principal accountant's independence.

(i) Not applicable

(j) Not applicable

Item 5. Audit Committee of Listed Companies. Not applicable to open-end investment companies.

Item 6. Schedule of Investments. Schedule of investments in securities of unaffiliated issuers is included under Item 1.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds. Not applicable to open-end investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies. Not applicable to open-end investment companies.

Item 9. Purchases of Equity Securities by Closed-End Funds. Not applicable to open-end investment companies.

Item 10. Submission of Matters to a Vote of Security Holders. None

Item 11. Controls and Procedures.

(a) Based on an evaluation of the Registrant’s disclosure controls and procedures as of a date within 90 days of filing date of this Form N-CSR, the principal executive officer and principal financial officer of the Registrant have concluded that the disclosure controls and procedures of the Registrant are reasonably designed to ensure that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported by the filing date, including that information required to be disclosed is accumulated and communicated to the Registrant’s management, including the Registrant’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) There were no significant changes in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. Not applicable

Item 13. Exhibits.

(a)(1) Code of Ethics filed herewith.

(a)(2) Certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 (and Item 11(a)(2) of Form N-CSR) are filed herewith.

(a)(3) Not applicable for open-end investment companies.

(b) Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 (and Item 11(b) of Form N-CSR) are filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Northern Lights Fund Trust II

By (Signature and Title)

/s/ Kevin E. Wolf

Kevin E. Wolf, Principal Executive Officer/President

Date 1/31/23

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)

/s/Kevin E. Wolf

Kevin E. Wolf, Principal Executive Officer/President

Date 1/31/23

By (Signature and Title)

/s/ Erik Naviloff

Erik Naviloff, Principal Financial Officer/Treasurer

Date 1/31/23

Northern Lights Fund Trust Ii N-CSRCertified annual shareholder report (management investment company)