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, Ohio 45246
(Address of principal executive offices) (Zip code)
Kevin Wolfe, Ultimus Fund Solutions, LLC.
80 Arkay Drive, 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: 5/31
Date of reporting period: 11/30/22
Item 1. Reports to Stockholders.
The Future Fund Active ETF |
(FFND) |
Semi-Annual Report |
November 30, 2022 |
1-877-466-7090 |
www.FutureFundETF.com |
Distributed by Northern Lights Distributors, LLC |
Member FINRA |
The Future Fund Active ETF |
PORTFOLIO REVIEW (Unaudited) |
The Portfolio’s performance figures* for the period ended November 30, 2022, as compared to its benchmark:
Annualized Since | |||
Six Months | One Year | Inception** | |
The Future Fund Active ETF - NAV | (2.98)% | (32.38)% | (26.42)% |
The Future Fund Active ETF - Market Price | (3.10)% | (32.40)% | (26.49)% |
Russell 3000 Growth Index | (0.25)% | (0.25)% | 7.74% |
* | The Fund’s past performance does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when sold may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the sale of Fund shares. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by visiting www.FutureFundETF.com or by calling 1-877-466-7090. The Fund’s per share net asset value or “NAV” is the value of one share of the Fund as calculated in accordance with the standard formula for valuing shares. The NAV return is based on the NAV of the Fund and the market return is based on the market price per share of the Fund. Market price returns are calculated using the closing price and account for distributions from the Fund. Market Price and NAV returns assume that dividends and capital gain distributions have been reinvested in the Fund at Market Price and NAV, respectively. Information detailing the number of days the Market Price of the Fund was greater than the Fund’s NAV and the number of days it was less than the Fund’s NAV can be obtained at www.FutureFundETF.com. The Fund’s total annual operating expenses, before fee waivers and/or expense reimbursements, is 1.00% per the November, 2023 prospectus. |
** | Inception date is August 23, 2021. |
The Russell 3000 Growth Index is a market capitalization-weighted index based on the Russell 3000 index. The Russell 3000 Growth Index includes companies that display signs of above-average growth. The index is used to provide a gauge of the performance of growth stocks in the United States.
Holdings by Asset Class as of November 30, 2022 | % of Net Assets | |||
Automotive | 16.0 | % | ||
Internet Media & Services | 14.9 | % | ||
Software | 11.0 | % | ||
Renewable Energy | 7.9 | % | ||
Leisure Facilities & Services | 7.8 | % | ||
Retail - Discretionary | 5.5 | % | ||
Semiconductors | 4.7 | % | ||
Beverages | 4.5 | % | ||
Engineering & Construction | 4.4 | % | ||
Asset Management | 3.6 | % | ||
Other, Cash & Cash Equivalents | 19.7 | % | ||
100.0 | % | |||
Please refer to the Schedule of Investments in this report for a detailed listing of the Fund’s holdings.
1
THE FUTURE FUND ACTIVE ETF |
SCHEDULE OF INVESTMENTS (Unaudited) |
November 30, 2022 |
Shares | Fair Value | |||||||
COMMON STOCKS — 99.1% | ||||||||
APPAREL & TEXTILE PRODUCTS - 2.8% | ||||||||
2,454 | NIKE, Inc., Class B | $ | 269,179 | |||||
ASSET MANAGEMENT - 3.6% | ||||||||
1,449 | LPL Financial Holdings, Inc. | 342,993 | ||||||
AUTOMOTIVE - 16.0% | ||||||||
3,772 | BYD Company Ltd. - ADR | 193,202 | ||||||
5,128 | Harley-Davidson, Inc. | 241,683 | ||||||
3,314 | Rivian Automotive, Inc.(a) | 106,181 | ||||||
5,012 | Tesla, Inc.(a) | 975,835 | ||||||
1,516,901 | ||||||||
BEVERAGES - 4.5% | ||||||||
3,831 | Celsius Holdings, Inc.(a) | 426,544 | ||||||
BIOTECH & PHARMA - 2.1% | ||||||||
1,310 | Zoetis, Inc. | 201,923 | ||||||
E-COMMERCE DISCRETIONARY - 2.0% | ||||||||
7,248 | Revolve Group, Inc.(a) | 191,492 | ||||||
ELECTRICAL EQUIPMENT - 1.3% | ||||||||
1,157 | Generac Holdings, Inc.(a) | 122,087 | ||||||
ENGINEERING & CONSTRUCTION - 4.4% | ||||||||
2,780 | Quanta Services, Inc. | 416,666 | ||||||
HEALTH CARE FACILITIES & SERVICES - 3.5% | ||||||||
1,462 | Charles River Laboratories International, Inc.(a) | 334,170 | ||||||
INDUSTRIAL INTERMEDIATE PROD - 2.6% | ||||||||
1,726 | Chart Industries, Inc.(a) | 246,801 | ||||||
INTERNET MEDIA & SERVICES - 14.9% | ||||||||
2,362 | Airbnb, Inc., CLASS A(a) | 241,255 | ||||||
See accompanying notes which are an integral part of these financial statements.
2
THE FUTURE FUND ACTIVE ETF |
SCHEDULE OF INVESTMENTS (Unaudited) (Continued) |
November 30, 2022 |
Shares | Fair Value | |||||||
COMMON STOCKS — 99.1% (Continued) | ||||||||
INTERNET MEDIA & SERVICES - 14.9% (Continued) | ||||||||
7,271 | Alphabet, Inc., Class A(a) | $ | 734,298 | |||||
4,004 | Match Group, Inc.(a) | 202,442 | ||||||
8,056 | Uber Technologies, Inc.(a) | 234,752 | ||||||
10,372 | Yandex N.V., Class A(a) | — | ||||||
1,412,747 | ||||||||
LEISURE FACILITIES & SERVICES - 7.8% | ||||||||
6,755 | Caesars Entertainment, Inc.(a) | 343,222 | ||||||
242 | Chipotle Mexican Grill, Inc.(a) | 393,724 | ||||||
736,946 | ||||||||
MEDICAL EQUIPMENT & DEVICES - 1.6% | ||||||||
759 | Align Technology, Inc.(a) | 149,265 | ||||||
RENEWABLE ENERGY - 7.9% | ||||||||
1,111 | Enphase Energy, Inc.(a) | 356,175 | ||||||
11,273 | Green Plains, Inc.(a) | 389,595 | ||||||
745,770 | ||||||||
RETAIL - DISCRETIONARY - 5.5% | ||||||||
16,596 | Hertz Global Holdings, Inc.(a) | 285,451 | ||||||
612 | Lululemon Athletica, Inc.(a) | 232,750 | ||||||
518,201 | ||||||||
SEMICONDUCTORS - 4.7% | ||||||||
1,217 | NVIDIA Corporation | 205,953 | ||||||
2,675 | Wolfspeed, Inc.(a) | 243,211 | ||||||
449,164 | ||||||||
SOFTWARE - 11.0% | ||||||||
4,163 | Fortinet, Inc.(a) | 221,305 | ||||||
1,409 | Palo Alto Networks, Inc.(a) | 239,389 | ||||||
1,912 | Salesforce, Inc.(a) | 306,398 | ||||||
3,482 | Splunk, Inc.(a) | 270,482 | ||||||
1,037,574 | ||||||||
See accompanying notes which are an integral part of these financial statements.
3
THE FUTURE FUND ACTIVE ETF |
SCHEDULE OF INVESTMENTS (Unaudited) (Continued) |
November 30, 2022 |
Shares | Fair Value | |||||||
COMMON STOCKS — 99.1% (Continued) | ||||||||
TECHNOLOGY HARDWARE - 2.9% | ||||||||
6,152 | Ciena Corporation(a) | $ | 276,594 | |||||
TOTAL COMMON STOCKS (Cost $13,066,264) | $ | 9,395,017 | ||||||
TOTAL INVESTMENTS - 99.1% (Cost $13,066,264) | $ | 9,395,017 | ||||||
OTHER ASSETS IN EXCESS OF LIABILITIES - 0.9% | 81,809 | |||||||
NET ASSETS - 100.0% | $ | 9,476,826 |
ADR | - American Depositary Receipt |
LTD | - Limited Company |
(a) | Non-income producing security. |
See accompanying notes which are an integral part of these financial statements.
4
The Future Fund Active ETF |
STATEMENT OF ASSETS AND LIABILITIES (Unaudited) |
November 30, 2022 |
ASSETS | ||||
Investment in securities at value (identified cost $13,066,264) | $ | 9,395,017 | ||
Cash | 22,384 | |||
Dividends and interest receivable | 505 | |||
Due from Advisor | 49,321 | |||
Prepaid expenses and other assets | 15,793 | |||
TOTAL ASSETS | 9,483,020 | |||
LIABILITIES | ||||
Payable to related parties | 3,177 | |||
Accrued expenses and other liabilities | 3,017 | |||
TOTAL LIABILITIES | 6,194 | |||
NET ASSETS | $ | 9,476,826 | ||
Net Assets Consist Of: | ||||
Paid in capital | $ | 14,851,816 | ||
Accumulated losses | (5,374,990 | ) | ||
NET ASSETS | $ | 9,476,826 | ||
Net Asset Value Per Share: | ||||
Net Assets | $ | 9,476,826 | ||
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized) | 560,000 | |||
Net asset value (Net Assets ÷ Shares Outstanding), offering price and redemption price per share | $ | 16.92 | ||
See accompanying notes which are an integral part of these financial statements.
5
The Future Fund Active ETF |
STATEMENT OF OPERATIONS (Unaudited) |
For the Six Months Ended November 30, 2022 * |
INVESTMENT INCOME | ||||
Dividend income | $ | 7,396 | ||
Foreign withholding taxes | 168 | |||
TOTAL INVESTMENT INCOME | 7,564 | |||
EXPENSES | ||||
Investment advisory fees | 35,566 | |||
Administrative services fees | 30,615 | |||
Legal fees | 13,750 | |||
Compliance officer fees | 13,234 | |||
Custodian fees | 12,635 | |||
Trustees fees and expenses | 10,406 | |||
Transfer agent fees | 6,459 | |||
Printing and postage expenses | 5,729 | |||
Insurance expense | 527 | |||
Other expenses | 5,444 | |||
TOTAL EXPENSES | 142,573 | |||
Fees Waived/Expenses Reimbursed by the Advisor | (95,171 | ) | ||
NET EXPENSES | 47,402 | |||
NET INVESTMENT LOSS | (39,838 | ) | ||
REALIZED AND UNREALIZED LOSS ON INVESTMENTS | ||||
Net realized loss from: | ||||
Net realized loss from security transactions | (314,192 | ) | ||
Net realized loss from in-kind redemptions | (117,959 | ) | ||
(432,151 | ) | |||
Net change in unrealized depreciation on: | ||||
Investments | 221,437 | |||
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS | (210,714 | ) | ||
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | (250,552 | ) | |
See accompanying notes which are an integral part of these financial statements.
6
The Future Fund Active ETF |
STATEMENTS OF CHANGES IN NET ASSETS (Unaudited) |
For The | For The | |||||||
Period Ended | Period Ended | |||||||
November 30, 2022 | May 31, 2022 * | |||||||
(Unaudited) | ||||||||
FROM OPERATIONS | ||||||||
Net investment loss | $ | (39,838 | ) | $ | (74,716 | ) | ||
Net realized loss from security transactions and in-kind redemptions | (432,151 | ) | (1,296,849 | ) | ||||
Net change in unrealized depreciation of investments | 221,437 | (3,892,684 | ) | |||||
Net decrease in net assets resulting from operations | (250,552 | ) | (5,264,249 | ) | ||||
DISTRIBUTIONS TO SHAREHOLDERS | ||||||||
Total distributions paid: | ||||||||
From net investment income | — | (4,178 | ) | |||||
From return of capital | — | (1,300 | ) | |||||
Net decrease in net assets resulting from distributions to shareholders | — | (5,478 | ) | |||||
FROM SHARES OF BENEFICIAL INTEREST | ||||||||
Proceeds from shares sold: | 1,348,254 | 17,880,150 | ||||||
Payments for shares redeemed: | (1,388,422 | ) | (2,850,677 | ) | ||||
Transaction Fees (Note 5) | 1,800 | 6,000 | ||||||
Net increase in net assets resulting from shares of beneficial interest | (38,368 | ) | 15,035,473 | |||||
TOTAL INCREASE IN NET ASSETS | (288,920 | ) | 9,765,746 | |||||
NET ASSETS | ||||||||
Beginning of Period | 9,765,746 | — | ||||||
End of Period | $ | 9,476,826 | $ | 9,765,746 | ||||
SHARE ACTIVITY | ||||||||
Shares sold | 80,000 | 700,000 | ||||||
Shares redeemed | (80,000 | ) | (140,000 | ) | ||||
Net increase in shares of beneficial interest outstanding | — | 560,000 | ||||||
See accompanying notes which are an integral part of these financial statements.
7
The Future Fund Active ETF |
FINANCIAL HIGHLIGHTS (Unaudited) |
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Period |
For The | For The | |||||||
Period Ended | Period Ended | |||||||
November 30, 2022 | May 31, 2022 * | |||||||
(Unaudited) | ||||||||
Net asset value, beginning of period | $ | 17.44 | $ | 25.00 | ||||
Activity from investment operations: | ||||||||
Net investment loss (1) | (0.07 | ) | (0.13 | ) | ||||
Net realized and unrealized loss on investments | (0.45 | ) | (7.42 | ) | ||||
Total from investment operations | (0.52 | ) | (7.55 | ) | ||||
Less distributions from: | ||||||||
Net realized gains | — | (0.01 | ) | |||||
Return of capital | — | (0.00 | ) (6) | |||||
Total distributions | — | (0.01 | ) | |||||
Net asset value, end of period | $ | 16.92 | $ | 17.44 | ||||
Market price, end of period | $ | 16.90 | $ | 17.44 | ||||
Total return (2) | (2.98 | )% (4) | (30.22 | )% (4) | ||||
Net assets, at end of period (000s) | $ | 9,477 | $ | 9,766 | ||||
Ratio of gross expenses to average net assets | 3.01 | % (3) | 2.14 | % (3) | ||||
Ratio of net expenses to average net assets | 1.00 | % (3) | 1.00 | % (3) | ||||
Ratio of net investment loss to average net assets | (0.84 | )% (3) | (0.76 | )% (3) | ||||
Portfolio Turnover Rate (5) | 14 | % (4) | 79 | % (4) | ||||
* | Commencement of Operations was August 23, 2021. |
(1) | Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period. |
(2) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of the period. Distributions are assumed, for the purpose of this calculation, to be reinvested at the ex-dividend date net asset value per share on their respective payment dates. |
(3) | Annualized for periods less than one full year. |
(4) | Not annualized. |
(5) | Portfolio turnover rate excludes portfolio securities received or delivered as a result of processing capital share transactions in Creation Units. (Note 3) |
(6) | Represents less than $0.005. |
See accompanying notes which are an integral part of these financials statements.
8
The Future Fund Active ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited) |
November 30, 2022 |
1. | ORGANIZATION |
The Future Fund Active ETF (the “Fund”) is a non-diversified series of shares of beneficial interest of Northern Lights Fund Trust II (the “Trust”), a statutory trust organized under the laws of the State of Delaware on August 26, 2010, and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Fund seeks to provide capital appreciation. The Fund commenced operations on August 23, 2021.
2. | SIGNIFICANT ACCOUNTING POLICIES |
The following is a summary of significant accounting policies followed by the Fund in preparation of its financial statements. The 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 Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 “Financial Services – Investment Companies.”
Security 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 (“NOCP”). 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. Investments valued in currencies other than the U.S. dollar are converted to U.S. dollars using exchange rates obtained from pricing services. Short-term debt obligations having 60 days or less remaining until maturity, at time of purchase, may be valued at amortized cost. Investments in open-end investment companies are valued at net asset value.
A 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 will be valued using the “fair value” procedures approved by the Trusts’ Board of Trustees (the “Board”). The Board has delegated execution of these procedures to a fair value committee composed of one or more representatives from each of the (i) Trust, (ii) administrator, and (iii) Adviser. The committee may also enlist third party consultants such as a valuation specialist at a public accounting firm, valuation consultant or financial officer of a security issuer on an as-needed basis to assist in determining a security-specific fair value. The Board has also engaged a third-party valuation firm to attend valuation meetings held by the Trust, review minutes of such meetings and report to the Board on a quarterly basis. The Board reviews and ratifies the execution of this process and the resultant fair value prices at least quarterly to assure the process produces reliable results.
9
The Future Fund Active ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued) |
November 30, 2022 |
Fair Valuation Process – As noted above, the fair value committee is composed of one or more representatives from each of the (i) Trust, (ii) administrator, and (iii) adviser. The applicable investments are valued collectively via inputs from each of these groups. 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 adviser, the prices or values available do not represent the fair value of the instrument. Factors which may cause the adviser 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; (iv) securities with respect to which an event that will affect 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 values. 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 via inputs from the adviser 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 relevant factors as may be appropriate under the circumstances). If the adviser is unable to obtain a current bid from such independent dealers or other independent parties, the fair value committee 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 Fund utilizes various methods to measure fair value of all of their investments on a recurring basis. GAAP establishes the 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 in an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
10
The Future Fund Active ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued) |
November 30, 2022 |
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 Fund’s assets and liabilities measured at fair value:
Assets* | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Common Stocks | $ | 9,395,017 | $ | — | $ | 0 | $ | 9,395,017 | ||||||||
Total | $ | 9,395,017 | $ | — | $ | 0 | $ | 9,395,017 |
* | Please refer to the Portfolio of Investments for industry classifications. |
The following table summarizes a summary of changes in the Fund’s assets measured at fair value using significant unobservable inputs (Level 3) for the period ended November 30, 2022.
Common Stock | ||||
Beginning Balance | $ | 35,576 | ||
Total realized gain (loss) | — | |||
Appreciation (Depreciation) | (35,576 | ) | ||
Cost of Purchases | — | |||
Proceeds from Sales | — | |||
Net transfers in/out of level 3 | — | |||
Ending Balance | $ | 0 |
11
The Future Fund Active ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued) |
November 30, 2022 |
Significant unobservable valuation inputs for Level 3 investments as of May 31, 2022, are as follows:
Fair Value at | Valuation | Range of Inputs | ||||||||
Assets (at fair value) | November 30, 2022 | Technique | Unobservable Inputs | (Weighted Average) | ||||||
Yandex N.V., Class A | $ | — | Market Analysis | Discount for lack of marketability Market Data of Similar Companies | Average Daily Change | |||||
Security Transactions and Related Income – Security transactions are accounted for on trade date. Interest income is recognized on an accrual basis. Discounts are accreted and premiums are amortized on securities purchased over the lives of the respective securities. Dividend income is recorded on the ex-dividend date. Realized gains or losses from sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.
Dividends and Distributions to Shareholders – Dividends from net investment income, if any, are declared and paid annually. Distributable net realized capital gains, if any, are declared and distributed annually in December. 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 (i.e., deferred losses, capital loss carry forwards) 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. Dividends and distributions to shareholders are recorded on ex-dividend date.
Federal Income Taxes – The Fund intends to continue to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of it’s taxable income to it’s shareholders. Therefore, no provision for Federal income tax is required. The 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 Fund’s 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 year ended May 31, 2022, or expected to be taken in the Fund’s May 31, 2023 year-end tax return. The Fund has identified its major tax jurisdictions as U.S. Federal and Ohio, however, the Fund is 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.
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 (as determined by the Board), taking into consideration the nature and type of expense and the relative sizes of the fund in the Trust.
12
The Future Fund Active ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued) |
November 30, 2022 |
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 Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnities. The 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 Fund expects the risk of loss due to these warranties and indemnities to be remote.
3. | INVESTMENT TRANSACTIONS |
For the period ended November 30, 2022, cost of purchases and proceeds from sales of portfolio securities (excluding in-kind transactions and short-term investments), amounted to $1,264,013 and $1,391,563 respectively. For the period ended November 30, 2022, cost of purchases and proceeds from sales of portfolio securities for in-kind transactions, amounted to $2,616,428 and $2,711,247 respectively.
4. | INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES |
The Future Fund, LLC (“Adviser”) serves as investment adviser to the Fund. Pursuant to an Advisory Agreement with the Fund, the Adviser, under the oversight of the Board, directs the daily operations of the Fund and supervises the performance of administrative and professional services provided by others. As compensation for its services and the related expenses borne by the Adviser, the Fund pays the Adviser a management fee, computed and accrued daily and paid monthly, at an annual rate of 0.75% of average daily net assets. For the period ended November 30, 2022, the Fund incurred $35,566 in advisory fees.
Pursuant to a written contract (the “Waiver Agreement”), the Adviser has agreed, at least until September 30, 2023, to waive a portion of its advisory fee and has agreed to reimburse the Fund for other expenses to the extent necessary so that the total expenses incurred by the Funds (excluding taxes, brokerage fees and commissions, acquired fund fees and expenses, borrowing costs (such as interest and dividend expense on securities sold short), taxes and extraordinary or non-recurring expenses, including, but not limited to, litigation) do not exceed 1.00%. For the period ended November 30, 2022, the Adviser waived fees/reimbursed expenses of $95,171
If the Adviser waives any fee or reimburses any expenses pursuant to the Waiver Agreement, and any Funds operating expenses are subsequently lower than their respective expense limitation, the Adviser shall be entitled to reimbursement by the Fund provided that such reimbursement does not cause the Fund’s operating expenses to exceed the expense limitation. The Adviser is permitted to receive reimbursement from the Fund for fees it waived and Fund expenses it paid, subject to the limitation that: (1) the reimbursement for fees and expenses will be made only if payable within three years from the date the fees and expenses were initially
13
The Future Fund Active ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued) |
November 30, 2022 |
waived or reimbursed; and (2) the reimbursement may not be made if it would cause the expense limitation in effect at the time of the waiver or currently in effect, whichever is lower, to be exceeded. The Fund must pay its current ordinary operating expenses before the Adviser is entitled to any reimbursement of management fees and/or expenses. This Operating Expense Limitation Agreement can be terminated only by, or with the consent, of the Board of Trustees.
As of November 30, 2022, the Advisor has $111,353 of waived fees within 3 years of reimbursement that may be recovered by the following date:
May 31, 2025 | Total | |||||
$ | 111,353 | $ | 111,353 | |||
The Trust has entered into a Global Custody Agreement with Brown Brothers Harriman & Co. (the “Custodian”) to serve as custodian and to act as transfer and shareholder services agent.
Distributor – Northern Lights Distributors, LLC, (the “Distributor”), serves as the principal underwriter and national distributor for the shares of the Fund pursuant to an ETF Distribution Agreement with the Trust (the “Distribution Agreement”). The offerings of the Shares are continuous and the Distributor acts as an agent for the Trust.
The Fund does not pay the Distributor any fees under the Distribution Agreement. However, the Advisor pays an annual fee to the Distributor plus reasonable out-of-pocket expenses incurred by Distributor in connection with activities performed for the Fund, including, without limitation, printing and distribution of prospectuses and shareholder reports, out of its own resources.
In addition, certain affiliates of the Distributor provide services to the Fund as follows:
Ultimus Fund Solutions, LLC (“UFS”) – UFS, an affiliate of the Distributor, provides administration, and fund accounting services to the Trust. Pursuant to separate servicing agreements with UFS, the Fund pays UFS customary fees for providing administration, and fund accounting services to the Fund. Certain officers of the Trust are also officers of UFS, and are not paid any fees directly by the Trust 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 Fund.
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 Fund on an ad-hoc basis. For the provision of these services, Blu Giant receives customary fees from the Fund.
14
The Future Fund Active ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued) |
November 30, 2022 |
5. | CAPITAL SHARE TRANSACTIONS |
Shares are not individually redeemable and may be redeemed by the Fund at NAV only in large blocks known as “Creation Units.” Shares are created and redeemed by the Fund only in Creation Unit size aggregations of 20,000 shares. Only Authorized Participants are permitted to purchase or redeem Creation Units from the Fund. An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a Depository Trust Company participant and, in each case, must have executed a Participant Agreement with the distributor. Such transactions are generally permitted on an in-kind basis, with a balancing cash component to equate the transaction to the NAV per share of the Funds on the transaction date. Cash may be substituted equivalent to the value of certain securities generally when they are not available in sufficient quantity for delivery, not eligible for trading by the Authorized Participant or as a result of other market circumstances. In addition, the Fund may impose transaction fees on purchases and redemptions of Fund shares to cover the custodial and other costs incurred by the Fund in effecting trades A fixed fee payable to the Custodian is imposed on each creation and redemption transaction regardless of the number of Creation Units involved in the transaction (“Fixed Fee”). Purchases and redemptions of Creation Units for cash or involving cash-in-lieu (as defined below) are required to pay an additional variable charge to compensate the Fund and its ongoing shareholders for brokerage and market impact expenses relating to Creation Unit transactions (“Variable Charge,” and together with the Fixed Fee, the “Transaction Fees”). With the approval of the Board, the Adviser may waive or adjust the Transaction Fees, including the Fixed Fee and/or Variable Charge (shown in the table below), from time to time. In such cases, the Authorized Participant will reimburse the Fund for, among other things, any difference between the market value at which the securities and/or financial instruments were purchased by the Fund and the cash-in-lieu amount, applicable registration fees, brokerage commissions and certain taxes. In addition, purchasers of Creation Units are responsible for the costs of transferring the Deposit Securities to the accounts of the Fund. Transactions in capital shares for the Fund is disclosed in the Statement of Changes in Net Assets.
Investors who use the services of a broker, or other such intermediary may be charged a fee for such services. The Transaction Fees for the Fund are listed in the table below:
Fee for In-Kind and | Maximum Additional Variable |
Cash Purchases | Charge for Cash Purchases* |
$300 | Slippage - Maximum Amount 200 bps |
* | As a percentage of the amount invested. |
15
The Future Fund Active ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued) |
November 30, 2022 |
6. | DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL |
The tax character of distributions paid during the following fiscal period was as follows:
Fiscal Year Ended | ||||
May 31, 2022 | ||||
Ordinary Income | $ | 4,178 | ||
Long-Term Capital Gain | — | |||
Return of Capital | 1,300 | |||
$ | 5,478 | |||
As of May 31, 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/ | Distributable Earnings | ||||||||||||||||||||
Income | Gains | Late Year Loss | Forwards | Differences | (Depreciation) | /(Accumulated Deficit) | ||||||||||||||||||||
$ | — | $ | — | $ | (1,197,182 | ) | $ | — | $ | — | $ | (3,927,256 | ) | $ | (5,124,438 | ) | ||||||||||
The difference between book basis and tax basis accumulated net investment losses, accumulated net realized losses, and unrealized depreciation from investments is primarily attributable to the tax deferral of losses on wash sales.
Late year losses incurred after December 31 within the fiscal year are deemed to arise on the first business day of the following fiscal year for tax purposes. The Fund incurred and elected to defer such late year losses of $33,310.
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 Fund incurred and elected to defer such capital losses of $1,163,872.
Permanent book and tax differences, primarily attributable to the book/tax basis treatment of in-kind redemptions, resulted in reclassifications for the Fund for the fiscal period ended May 31, 2022, as follows:
Paid | ||||||
In | Distributable | |||||
Capital | Earnings | |||||
$ | (143,989 | ) | $ | 143,989 |
16
The Future Fund Active ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued) |
November 30, 2022 |
7. | AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION – TAX BASIS |
Gross | Gross | Net Unrealized | ||||||||||||
Tax | Unrealized | Unrealized | Appreciation/ | |||||||||||
Cost | Appreciation | Depreciation | (Depreciation) | |||||||||||
$ | 13,100,836 | $ | 503,457 | $ | (4,209,276 | ) | $ | (3,705,819 | ) | |||||
8. | SUBSEQUENT EVENTS |
Subsequent events after the date of the Statement of Assets and Liabilities have been evaluated 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.
17
The Future Fund Active ETF |
EXPENSE EXAMPLES (Unaudited) |
November 30, 2022 |
As a shareholder of the Fund, you incur ongoing costs, including management fees, distribution and/or service (12b-1 fees) fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the 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.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as disclosed in the table below.
Actual Expenses
The “Actual Expenses” line in the table below provides information about actual account values and actual expenses. You may use the information below, 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 table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The “Hypothetical” line in 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 balances or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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, such as sales charges (loads), or redemption fees. Therefore, 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 | Expense Ratio | |||||
Account Value | Account Value | During Period* | During Period* | |||||
Actual | 6/1/22 | 11/30/22 | 6/1/22-11/30/2022 | 6/1/22-11/30/2022 | ||||
Future Fund Active ETF | $1,000.00 | $970.20 | $4.94 | 1.00% | ||||
Beginning | Ending | Expenses Paid | Expense Ratio | |||||
Account Value | Account Value | During Period* | During Period* | |||||
Hypothetical | 6/1/22 | 11/30/22 | 6/1/22-11/30/2022 | 6/1/22-11/30/2022 | ||||
Future Fund Active ETF (5% return before expenses) | $1,000.00 | $1,020.05 | $5.06 | 1.00% | ||||
* | 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 six month period ended November 30, 2022 (183), divided by the number of days in the fiscal year (365). |
18
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 |
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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. |
20
PROXY VOTING POLICY
Information regarding how the Fund voted proxies relating to portfolio securities for the most recent twelve-month period ended June 30 as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies is available without charge, upon request, by calling 1-855-754-7935 or by referring to the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
PORTFOLIO HOLDINGS
The Fund files its complete schedule of portfolio holdings with 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. The information on Form N-PORT is available without charge, upon request, by calling 1-888-928-9774.
INVESTMENT ADVISOR |
The Future Fund, LLC |
330 N Wabash, Suite 2300 |
Chicago, IL 60611 |
ADMINISTRATOR |
Ultimus Fund Solutions, LLC |
4221 North 203rd Street Suite 100 |
Elkhorn, Nebraska 68022 |
FFETF-SA22 |
Item 2. Code of Ethics. Not applicable.
Item 3. Audit Committee Financial Expert. Not applicable.
Item 4. Principal Accountant Fees and Services. 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 to open-end investment companies.
Item 13. Exhibits.
(a)(1) Not applicable.
(a)(3) Not applicable for open-end investment companies.
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 2/7/23
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 2/7/23
By (Signature and Title)
/s/ Erik Naviloff
Erik Naviloff, Principal Financial Officer/Treasurer
Date 2/7/23