Northern Lights Fund Trust Ii N-CSRS Certified semi-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, Ohio 45246

(Address of principal executive offices) (Zip code)

Kevin Wolf, Gemini Fund Services, LLC

4221 North 203rd Street, Suite 100, Elkhorn, NE 68022

(Name and address of agent for service)

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

Date of fiscal year end: 12/31

Date of reporting period: 06/30/23

Item 1. Reports to Stockholders.

 

Acclivity Mid Cap Multi-Style Fund 

Acclivity Small Cap Value Fund

Semi-Annual Report 

June 30, 2023

www.acclivityfunds.com 

1 (855) 873-3837

Distributed by Northern Lights Distributors, LLC 

Member FINRA

ACCLIVITY MID CAP MULTI-STYLE FUND

PORTFOLIO REVIEW (Unaudited)

June 30, 2023

The Fund’s performance figures* for the periods ended June 30, 2023, compared to its benchmark:

				Since Inception
	Six Months	One Year	Three Year	(12/31/19)
Acclivity Mid Cap Multi-Style Fund - Class I	6.93%	15.22%	15.64%	7.95%
Acclivity Mid Cap Multi-Style Fund - Class N	6.93%	15.22%	15.64%	7.95%
Russell Mid-Cap Total Return Index**	9.01%	14.92%	12.50%	7.64%
S&P 500 Total Return Index***	16.89%	19.59%	14.60%	11.39%

* The performance data quoted here represents past performance. The performance comparison includes reinvestment of all dividends and capital gain distributions, if any. Current performance may be lower or higher than the performance data quoted above. Past performance is no guarantee of future results. The investment return and principal value of an investment will fluctuate so that investor’s shares, when redeemed, 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 redemption of Fund shares. The Fund’s total annual operating expenses are 35.66% for Class I shares and 35.91% for Class N shares per the May 1, 2023, prospectus. After fee waivers, the Fund’s total annual operating expenses are 0.45% for Class I shares and 0.70% for Class N shares. For performance information current to the most recent month-end, please call toll-free 1-855-873-3837 (1-855-USE-ETFS).

** The Russell Mid-Cap Total Return Index measures the performance of the smallest 800 companies in the Russell 1000 index. Investors cannot invest directly in an index.

*** The S&P 500 Total Return Index is a widely accepted, unmanaged index of U.S. stock market performance which does not take into account charges, fees and other expenses. Investors cannot invest directly in an index.

Holdings By Asset Class as of June 30, 2023	% of Net Assets
Insurance		7.2	%
Software		5.7	%
Machinery		5.3	%
Technology Hardware		5.2	%
Oil & Gas Producers		4.4	%
Chemicals		4.0	%
Health Care Facilities & Services		3.6	%
Medical Equipment & Devices		3.5	%
Electrical Equipment		3.0	%
Biotechnology & Pharmaceuticals		3.0	%
Other Investments & Assets in Excess of Liabilities		55.1	%
		100.0	%

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

1

ACCLIVITY SMALL CAP VALUE FUND 

PORTFOLIO REVIEW (Unaudited) 

June 30, 2023

The Fund’s performance figures* for the periods ended June 30, 2023, compared to its benchmark:

				Since Inception
	Six Months	One Year	Three Year	(12/31/18)
Acclivity Small Cap Value Fund - Class I	6.84%	17.19%	25.30%	14.01%
Acclivity Small Cap Value Fund - Class N	6.77%	16.99%	25.20%	13.92%
Russell 2000® Value Total Return Index**	2.50%	6.01%	15.43%	8.45%
S&P 500 Total Return Index***	16.89%	19.59%	14.60%	15.59%

* The performance data quoted here represents past performance. The performance comparison includes reinvestment of all dividends and capital gain distributions, if any. Current performance may be lower or higher than the performance data quoted above. Past performance is no guarantee of future results. The investment return and principal value of an investment will fluctuate so that investor’s shares, when redeemed, 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 redemption of Fund shares. The Fund’s total annual operating expenses are 1.99% for Class I shares and 1.54% for Class N shares per the May 1, 2023 prospectus. After fee waivers, the Fund’s total annual operating expenses are 0.48% for Class I shares and 0.73% for Class N shares. For performance information current to the most recent month-end, please call toll-free 1-855-873-3837 (1-855-USE-ETFS).

** The Russell 2000® Value Total Return Index measures the performance of the largest 2,000 U.S. companies determined by total market capitalization. Investors cannot invest directly in an index.

*** The S&P 500 Total Return Index is a widely accepted, unmanaged index of U.S. stock market performance which does not take into account charges, fees and other expenses. Investors cannot invest directly in an index.

Holdings By Asset Class as of June 30, 2023	% of Net Assets
Banking		13.0	%
Home Construction		7.8	%
Insurance		6.8	%
Retail - Discretionary		6.3	%
Oil & Gas Producers		5.7	%
Technology Hardware		5.6	%
Specialty Finance		5.3	%
Semiconductors		4.4	%
Transportation & Logistics		3.4	%
Health Care Facilities & Services		2.7	%
Other Investments & Liabilities in Excess of Assets		39.0	%
		100.0	%

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

2

ACCLIVITY MID CAP MULTI-STYLE FUND

SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2023

Shares			Value
		COMMON STOCKS — 97.5%
		ADVERTISING & MARKETING - 0.5%
	81	Interpublic Group of Companies, Inc. (The)	$	3,125
	2	Omnicom Group, Inc.		190
	8	Trade Desk, Inc. (The), Class A(a)		618
				3,933
		AEROSPACE & DEFENSE - 1.5%
	19	Hexcel Corporation		1,444
	25	Howmet Aerospace, Inc.		1,239
	13	Huntington Ingalls Industries, Inc.		2,959
	1	Teledyne Technologies, Inc.(a)		411
	58	Textron, Inc.		3,923
	15	Woodward, Inc.		1,784
				11,760
		APPAREL & TEXTILE PRODUCTS - 2.3%
	7	Columbia Sportswear Company		541
	27	Crocs, Inc.(a)		3,036
	5	Deckers Outdoor Corporation(a)		2,638
	20	Hanesbrands, Inc.		91
	5	PVH Corporation		425
	17	Ralph Lauren Corporation		2,096
	61	Skechers USA, Inc., Class A(a)		3,212
	89	Tapestry, Inc.		3,809
	138	VF Corporation		2,635
				18,483
		ASSET MANAGEMENT - 1.2%
	2	Apollo Global Management, Inc.		154
	1	Ares Management Corporation, Class A		96
	55	Carlyle Group, Inc. (The)		1,757
	209	Franklin Resources, Inc.		5,583
	3	LPL Financial Holdings, Inc.		652
	4	Raymond James Financial, Inc.		415
	20	Stifel Financial Corporation		1,194
	8	Vitesse Energy, Inc.		179
				10,030

See accompanying notes to financial statements.

3

ACCLIVITY MID CAP MULTI-STYLE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 97.5% (Continued)
		AUTOMOTIVE - 1.7%
	37	Autoliv, Inc.	$	3,147
	96	BorgWarner, Inc.		4,695
	90	Gentex Corporation		2,633
	22	Lear Corporation		3,158
				13,633
		BANKING - 1.0%
	5	Citizens Financial Group, Inc.		130
	60	East West Bancorp, Inc.		3,167
	90	First Horizon Corporation		1,014
	4	Huntington Bancshares, Inc.		43
	12	KeyCorporation		111
	3	M&T Bank Corporation		371
	10	Pinnacle Financial Partners, Inc.		567
	13	Prosperity Bancshares, Inc.		734
	10	Regions Financial Corporation		178
	6	SouthState Corporation		395
	1	SVB Financial Group(a)		1
	10	Synovus Financial Corporation		303
	28	Valley National Bancorp		217
	9	Webster Financial Corporation		340
	19	Zions Bancorp		510
				8,081
		BEVERAGES - 0.6%
	1	Boston Beer Company, Inc. (The), Class A(a)		308
	69	Molson Coors Beverage Company, Class B		4,543
				4,851
		BIOTECHNOLOGY & PHARMACEUTICALS - 3.0%
	1	ACADIA Pharmaceuticals, Inc.(a)		24
	3	BioMarin Pharmaceutical, Inc.(a)		260
	1	Blueprint Medicines Corporation(a)		63
	6	Denali Therapeutics, Inc.(a)		177
	178	Exelixis, Inc.(a)		3,402
	20	Halozyme Therapeutics, Inc.(a)		721
	102	Incyte Corporation(a)		6,350

See accompanying notes to financial statements.

4

ACCLIVITY MID CAP MULTI-STYLE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 97.5% (Continued)
		BIOTECHNOLOGY & PHARMACEUTICALS - 3.0% (Continued)
	27	Ionis Pharmaceuticals, Inc.(a)	$	1,108
	1	Iovance Biotherapeutics, Inc.(a)		7
	2	Mirati Therapeutics, Inc.(a)		72
	33	Neurocrine Biosciences, Inc.(a)		3,112
	3	Novavax, Inc., Class A(a)		22
	33	Sarepta Therapeutics, Inc.(a)		3,779
	1	TG Therapeutics, Inc.(a)		25
	3	Ultragenyx Pharmaceutical, Inc.(a)		138
	22	United Therapeutics Corporation(a)		4,857
				24,117
		CABLE & SATELLITE - 0.5%
	52	Liberty Broadband Corporation, Class C(a)		4,166
		CHEMICALS - 4.0%
	1	Albemarle Corporation		223
	12	Ashland, Inc.		1,043
	25	Avery Dennison Corporation		4,295
	4	Celanese Corporation		463
	90	CF Industries Holdings, Inc.		6,248
	9	Chemours Company (The)		332
	50	Eastman Chemical Company		4,186
	50	FMC Corporation		5,217
	21	Huntsman Corporation		567
	3	International Flavors & Fragrances, Inc.		239
	150	Mosaic Company (The)		5,250
	22	Olin Corporation		1,131
	9	RPM International, Inc.		808
	22	Univar Solutions, Inc.(a)		788
	40	Valvoline, Inc.		1,500
				32,290
		COMMERCIAL SUPPORT SERVICES - 1.9%
	108	Aramark		4,649
	6	ASGN, Inc.(a)		454
	20	Clean Harbors, Inc.(a)		3,289

See accompanying notes to financial statements.

5

ACCLIVITY MID CAP MULTI-STYLE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 97.5% (Continued)
		COMMERCIAL SUPPORT SERVICES - 1.9% (Continued)
	9	FTI Consulting, Inc.(a)	$	1,712
	20	H&R Block, Inc.		637
	3	ManpowerGroup, Inc.		238
	35	Rentokil Initial PLC - ADR		1,365
	36	Robert Half International, Inc.		2,708
	4	Stericycle, Inc.(a)		186
				15,238
		CONSTRUCTION MATERIALS - 1.5%
	12	Advanced Drainage Systems, Inc.		1,365
	9	Carlisle Companies, Inc.		2,309
	6	Eagle Materials, Inc.		1,119
	11	Knife River Corporation(a)		478
	1	Martin Marietta Materials, Inc.		462
	47	MDU Resources Group, Inc.		984
	42	Owens Corning		5,481
				12,198
		CONSUMER SERVICES - 0.3%
	37	Service Corporation International		2,390
		CONTAINERS & PACKAGING - 2.6%
	45	Crown Holdings, Inc.		3,909
	152	Graphic Packaging Holding Company		3,653
	161	International Paper Company		5,121
	34	Packaging Corporation of America		4,493
	30	Sealed Air Corporation		1,200
	40	Sonoco Products Company		2,361
	15	Westrock Company		436
				21,173
		DIVERSIFIED INDUSTRIALS - 0.3%
	30	ITT, Inc.		2,796
		E-COMMERCE DISCRETIONARY - 0.3%
	30	Etsy, Inc.(a)		2,538

See accompanying notes to financial statements.

6

ACCLIVITY MID CAP MULTI-STYLE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 97.5% (Continued)
		ELECTRIC UTILITIES - 1.9%
	43	Alliant Energy Corporation	$	2,257
	105	Evergy, Inc.		6,134
	1	Hawaiian Electric Industries, Inc.		36
	8	IDACORP, Inc.		821
	5	NextEra Energy Partners, L.P.		293
	29	OGE Energy Corporation		1,041
	19	Pinnacle West Capital Corporation		1,548
	1	Portland General Electric Company		47
	115	Vistra Corporation		3,019
				15,196
		ELECTRICAL EQUIPMENT - 3.0%
	52	A O Smith Corporation		3,785
	6	Acuity Brands, Inc.		979
	29	Cognex Corporation		1,625
	17	Generac Holdings, Inc.(a)		2,535
	8	Hubbell, Inc.		2,652
	8	Littelfuse, Inc.		2,330
	51	National Instruments Corporation		2,927
	84	Trimble, Inc.(a)		4,447
	125	Vertiv Holdings Company		3,096
				24,376
		ENGINEERING & CONSTRUCTION - 2.5%
	22	AECOM		1,863
	14	EMCOR Group, Inc.		2,587
	34	Jacobs Solutions, Inc.		4,042
	23	KBR, Inc.		1,496
	17	MasTec, Inc.(a)		2,006
	4	Quanta Services, Inc.		786
	8	Tetra Tech, Inc.		1,310
	12	TopBuild Corporation(a)		3,192
	66	WillScot Mobile Mini Holdings Corporation(a)		3,154
				20,436

See accompanying notes to financial statements.

7

ACCLIVITY MID CAP MULTI-STYLE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 97.5% (Continued)
		ENTERTAINMENT CONTENT - 0.2%
	9	Take-Two Interactive Software, Inc.(a)	$	1,325
		FOOD - 2.1%
	1	BellRing Brands, Inc.(a)		37
	35	Campbell Soup Company		1,600
	64	Darling Ingredients, Inc.(a)		4,082
	45	Flowers Foods, Inc.		1,120
	44	Ingredion, Inc.		4,662
	12	J M Smucker Company (The)		1,772
	30	Lamb Weston Holdings, Inc.		3,448
	1	Lancaster Colony Corporation		201
				16,922
		FORESTRY, PAPER & WOOD PRODUCTS - 0.2%
	11	Louisiana-Pacific Corporation		825
	7	Trex Company, Inc.(a)		459
				1,284
		GAS & WATER UTILITIES - 0.5%
	8	Atmos Energy Corporation		931
	9	Essential Utilities, Inc.		359
	81	NiSource, Inc.		2,216
	26	UGI Corporation		701
				4,207
		HEALTH CARE FACILITIES & SERVICES - 3.6%
	46	Acadia Healthcare Company, Inc.(a)		3,663
	1	Amedisys, Inc.(a)		91
	24	Cardinal Health, Inc.		2,270
	69	Catalent, Inc.(a)		2,992
	16	Charles River Laboratories International, Inc.(a)		3,364
	4	Chemed Corporation		2,167
	2	DaVita, Inc.(a)		201
	44	Encompass Health Corporation		2,979
	8	Enhabit, Inc.(a)		92
	44	Henry Schein, Inc.(a)		3,568
	2	Invitae Corporation(a)		2

See accompanying notes to financial statements. 

8

ACCLIVITY MID CAP MULTI-STYLE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 97.5% (Continued)
		HEALTH CARE FACILITIES & SERVICES - 3.6% (Continued)
	7	Syneos Health, Inc.(a)	$	295
	11	Teladoc Health, Inc.(a)		279
	44	Universal Health Services, Inc., Class B		6,942
				28,905
		HOME & OFFICE PRODUCTS - 0.7%
	8	Leggett & Platt, Inc.		237
	17	Newell Brands, Inc.		148
	66	Tempur Sealy International, Inc.		2,645
	17	Whirlpool Corporation		2,529
				5,559
		HOME CONSTRUCTION - 1.8%
	37	Fortune Brands Innovations, Inc.		2,662
	4	Masco Corporation		229
	25	Mohawk Industries, Inc.(a)		2,579
	63	PulteGroup, Inc.		4,894
	52	Toll Brothers, Inc.		4,112
				14,476
		HOUSEHOLD PRODUCTS - 0.3%
	190	Coty, Inc., Class A(a)		2,335
		INDUSTRIAL INTERMEDIATE PRODUCTS - 0.6%
	9	RBC Bearings, Inc.(a)		1,957
	31	Timken Company (The)		2,838
				4,795
		INDUSTRIAL SUPPORT SERVICES - 1.6%
	8	SiteOne Landscape Supply, Inc.(a)		1,339
	63	U-Haul Holding Company		3,192
	1	United Rentals, Inc.		446
	11	Watsco, Inc.		4,196
	20	WESCO International, Inc.		3,581
				12,754
		INSTITUTIONAL FINANCIAL SERVICES - 0.6%
	24	Houlihan Lokey, Inc.		2,359
	39	Jefferies Financial Group, Inc.		1,294

See accompanying notes to financial statements.

9

ACCLIVITY MID CAP MULTI-STYLE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 97.5% (Continued)
		INSTITUTIONAL FINANCIAL SERVICES - 0.6% (Continued)
	14	SEI Investments Company	$	835
				4,488
		INSURANCE - 7.2%
	48	American Financial Group, Inc.		5,700
	38	Assurant, Inc.		4,777
	8	Cincinnati Financial Corporation		779
	157	Equitable Holdings, Inc.		4,264
	27	Globe Life, Inc.		2,960
	11	Hartford Financial Services Group, Inc. (The)		792
	17	Lincoln National Corporation		438
	144	Loews Corporation		8,551
	1	Markel Group, Inc.(a)		1,383
	134	Old Republic International Corporation		3,373
	19	Primerica, Inc.		3,757
	11	Principal Financial Group, Inc.		834
	1	Radian Group, Inc.		25
	46	Reinsurance Group of America, Inc.		6,380
	11	RLI Corporation		1,501
	17	Selective Insurance Group, Inc.		1,631
	145	Unum Group		6,917
	34	Voya Financial, Inc.		2,438
	27	W R Berkley Corporation		1,608
				58,108
		INTERNET MEDIA & SERVICES - 1.4%
	29	Expedia Group, Inc.(a)		3,172
	11	GoDaddy, Inc., Class A(a)		826
	82	Pinterest, Inc., Class A(a)		2,242
	33	Roku, Inc.(a)		2,111
	1	TripAdvisor, Inc.(a)		17
	63	Zillow Group, Inc., Class C(a)		3,166
				11,534
		LEISURE FACILITIES & SERVICES - 2.7%
	50	Boyd Gaming Corporation		3,468
	12	Choice Hotels International, Inc.		1,410

See accompanying notes to financial statements.

10

ACCLIVITY MID CAP MULTI-STYLE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 97.5% (Continued)
		LEISURE FACILITIES & SERVICES - 2.7% (Continued)
	22	Churchill Downs, Inc.	$	3,062
	4	Darden Restaurants, Inc.		668
	13	Hilton Grand Vacations, Inc.(a)		591
	38	Light & Wonder, Inc.(a)		2,613
	4	Marriott Vacations Worldwide Corporation		491
	2	Penn Entertainment, Inc.(a)		48
	25	Texas Roadhouse, Inc.		2,807
	15	Vail Resorts, Inc.		3,776
	10	Wyndham Hotels & Resorts, Inc.		686
	18	Wynn Resorts Ltd.		1,901
				21,521
		LEISURE PRODUCTS - 1.6%
	16	Axon Enterprise, Inc.(a)		3,122
	18	Brunswick Corporation		1,560
	4	Fox Factory Holding Corporation(a)		434
	58	Hasbro, Inc.		3,757
	37	Mattel, Inc.(a)		723
	23	Polaris, Inc.		2,781
	8	Thor Industries, Inc.		828
				13,205
		MACHINERY - 5.3%
	39	AGCO Corporation		5,125
	9	Curtiss-Wright Corporation		1,653
	46	Donaldson Company, Inc.		2,875
	4	Enovis Corporation(a)		257
	1	Flowserve Corporation		37
	49	Graco, Inc.		4,231
	1	IDEX Corporation		215
	9	Lincoln Electric Holdings, Inc.		1,788
	20	Middleby Corporation (The)(a)		2,957
	13	MSA Safety, Inc.		2,261
	16	Nordson Corporation		3,971
	8	Oshkosh Corporation		693
	11	Regal Rexnord Corporation		1,693

See accompanying notes to financial statements.

11

ACCLIVITY MID CAP MULTI-STYLE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 97.5% (Continued)
		MACHINERY - 5.3% (Continued)
	25	Snap-on, Inc.	$	7,205
	43	Stanley Black & Decker, Inc.		4,030
	36	Toro Company (The)		3,659
				42,650
		MEDICAL EQUIPMENT & DEVICES - 3.5%
	7	ABIOMED, Inc. - CVR(a)(b)		7
	203	Avantor, Inc.(a)		4,170
	11	Bio-Rad Laboratories, Inc., Class A(a)		4,170
	40	Bio-Techne Corporation		3,265
	52	Bruker Corporation		3,844
	56	Dentsply Sirona, Inc.		2,241
	27	Exact Sciences Corporation(a)		2,535
	7	Globus Medical, Inc., Class A(a)		417
	1	Haemonetics Corporation(a)		85
	2	Insulet Corporation(a)		577
	6	Integra LifeSciences Holdings Corporation(a)		247
	1	iRhythm Technologies, Inc.(a)		104
	6	Masimo Corporation(a)		987
	1	Nevro Corporation(a)		26
	1	Penumbra, Inc.(a)		344
	13	Repligen Corporation(a)		1,839
	5	Shockwave Medical, Inc.(a)		1,427
	6	Teleflex, Inc.		1,452
				27,737
		METALS & MINING - 0.7%
	28	Alcoa Corporation		950
	162	Cleveland-Cliffs, Inc.(a)		2,715
	18	Royal Gold, Inc.		2,066
				5,731
		OIL & GAS PRODUCERS - 3.9%
	47	Antero Resources Corporation(a)		1,082
	116	APA Corporation		3,964
	3	ConocoPhillips		311
	38	Coterra Energy, Inc.		961

See accompanying notes to financial statements.

12

ACCLIVITY MID CAP MULTI-STYLE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 97.5% (Continued)
		OIL & GAS PRODUCERS - 3.9% (Continued)
	8	Diamondback Energy, Inc.	$	1,051
	73	EQT Corporation		3,002
	57	HF Sinclair Corporation		2,543
	33	Magnolia Oil & Gas Corporation, Class A		690
	25	Marathon Oil Corporation		576
	27	Matador Resources Company		1,413
	15	Murphy Oil Corporation		575
	173	Ovintiv, Inc.		6,586
	6	PBF Energy, Inc., Class A		246
	52	PDC Energy, Inc.		3,699
	68	Range Resources Corporation		1,999
	7	SM Energy Company		221
	141	Southwestern Energy Company(a)		847
	18	Targa Resources Corporation		1,370
				31,136
		OIL & GAS SERVICES & EQUIPMENT - 0.4%
	12	Halliburton Company		396
	163	NOV, Inc.		2,614
				3,010
		PUBLISHING & BROADCASTING - 1.2%
	11	Liberty Media Corp-Liberty Formula One, Class C(a)		828
	398	News Corporation, Class A		7,761
	4	Nexstar Media Group, Inc.		666
				9,255
		REAL ESTATE SERVICES - 0.4%
	18	Jones Lang LaSalle, Inc.(a)		2,804
		REIT - 0.3%
	2	Texas Pacific Land Corporation		2,633
		RENEWABLE ENERGY - 0.6%
	2	Enphase Energy, Inc.(a)		335
	21	First Solar, Inc.(a)		3,992
	52	Plug Power, Inc.(a)		540

See accompanying notes to financial statements.

13

ACCLIVITY MID CAP MULTI-STYLE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 97.5% (Continued)
		RENEWABLE ENERGY - 0.6% (Continued)
	14	Sunrun, Inc.(a)	$	250
				5,117
		RETAIL - CONSUMER STAPLES - 1.3%
	52	BJ’s Wholesale Club Holdings, Inc.(a)		3,277
	22	Casey’s General Stores, Inc.		5,365
	8	Five Below, Inc.(a)		1,572
	1	Ollie’s Bargain Outlet Holdings, Inc.(a)		58
				10,272
		RETAIL - DISCRETIONARY - 2.5%
	17	AutoNation, Inc.(a)		2,798
	28	Builders FirstSource, Inc.(a)		3,808
	23	Burlington Stores, Inc.(a)		3,620
	12	Dick’s Sporting Goods, Inc.		1,586
	12	Floor & Decor Holdings, Inc., Class A(a)		1,248
	25	GameStop Corporation, Class A(a)		606
	3	Genuine Parts Company		508
	9	Kohl’s Corporation		207
	2	Lithia Motors, Inc.		608
	3	RH(a)		989
	1	Tractor Supply Company		221
	1	Ulta Beauty, Inc.(a)		471
	28	Williams-Sonoma, Inc.		3,504
				20,174
		SEMICONDUCTORS - 2.6%
	4	Azenta, Inc.(a)		187
	7	Cirrus Logic, Inc.(a)		567
	5	Coherent Corporation(a)		255
	16	Entegris, Inc.		1,773
	12	IPG Photonics Corporation(a)		1,630
	46	Lattice Semiconductor Corporation(a)		4,419
	6	Marvell Technology, Inc.		359
	25	MKS Instruments, Inc.		2,702
	1	Monolithic Power Systems, Inc.		540
	9	ON Semiconductor Corporation(a)		851

See accompanying notes to financial statements.

14

ACCLIVITY MID CAP MULTI-STYLE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 97.5% (Continued)
		SEMICONDUCTORS - 2.6% (Continued)
	24	Qorvo, Inc.(a)	$	2,449
	25	Rambus, Inc.(a)		1,604
	3	Silicon Laboratories, Inc.(a)		473
	3	Synaptics, Inc.(a)		256
	4	Teradyne, Inc.		445
	4	Universal Display Corporation		577
	30	Wolfspeed, Inc.(a)		1,668
				20,755
		SOFTWARE - 5.7%
	1	ACI Worldwide, Inc.(a)		23
	57	Akamai Technologies, Inc.(a)		5,123
	1	Alteryx, Inc., Class A(a)		46
	2	Aspen Technology, Inc.(a)		335
	75	Black Knight, Inc.(a)		4,480
	3	Concentrix Corporation		242
	81	DocuSign, Inc.(a)		4,138
	1	Five9, Inc.(a)		83
	135	Gen Digital, Inc.		2,504
	11	Guidewire Software, Inc.(a)		837
	23	Manhattan Associates, Inc.(a)		4,597
	44	Okta, Inc.(a)		3,051
	3	Omnicell, Inc.(a)		221
	19	Paylocity Holding Corporation(a)		3,506
	5	Pegasystems, Inc.		247
	20	PTC, Inc.(a)		2,846
	96	SS&C Technologies Holdings, Inc.		5,818
	2	Tenable Holdings, Inc.(a)		87
	7	Teradata Corporation(a)		374
	70	Twilio, Inc., Class A(a)		4,453
	2	Varonis Systems, Inc.(a)		53
	3	Ziff Davis, Inc.(a)		210
	112	ZoomInfo Technologies, Inc., Class A(a)		2,844
				46,118

See accompanying notes to financial statements.

15

ACCLIVITY MID CAP MULTI-STYLE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 97.5% (Continued)
		SPECIALTY FINANCE - 1.1%
	192	Fidelity National Financial, Inc.	$	6,912
	30	First American Financial Corporation		1,711
	1	MGIC Investment Corporation		16
	1	SLM Corporation		16
	12	Synchrony Financial		407
				9,062
		STEEL - 0.7%
	14	Reliance Steel & Aluminum Company		3,803
	11	Steel Dynamics, Inc.		1,198
	24	United States Steel Corporation		600
				5,601
		TECHNOLOGY HARDWARE - 5.2%
	12	Arrow Electronics, Inc.(a)		1,719
	80	Ciena Corporation(a)		3,399
	37	Dolby Laboratories, Inc., Class A		3,096
	25	F5, Inc.(a)		3,657
	24	Jabil, Inc.		2,590
	157	Juniper Networks, Inc.		4,919
	5	Lumentum Holdings, Inc.(a)		284
	42	NetApp, Inc.		3,209
	116	Pure Storage, Inc., Class A(a)		4,271
	15	Super Micro Computer, Inc.(a)		3,739
	3	TD SYNNEX Corporation		282
	1	ViaSat, Inc.(a)		41
	110	Western Digital Corporation(a)		4,172
	22	Zebra Technologies Corporation, Class A(a)		6,508
				41,886
		TECHNOLOGY SERVICES - 2.6%
	27	Booz Allen Hamilton Holding Corporation		3,013
	7	CACI International, Inc., Class A(a)		2,386
	25	DXC Technology Company(a)		668
	2	Euronet Worldwide, Inc.(a)		235
	1	Fair Isaac Corporation(a)		809
	1	Gartner, Inc.(a)		350

See accompanying notes to financial statements.

16

ACCLIVITY MID CAP MULTI-STYLE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 97.5% (Continued)
		TECHNOLOGY SERVICES - 2.6% (Continued)
	6	Jack Henry & Associates, Inc.	$	1,004
	50	Leidos Holdings, Inc.		4,424
	62	TransUnion		4,857
	34	Western Union Company (The)		399
	17	WEX, Inc.(a)		3,095
				21,240
		TELECOMMUNICATIONS - 0.3%
	32	Iridium Communications, Inc.		1,988
		TRANSPORTATION & LOGISTICS - 1.2%
	34	Alaska Air Group, Inc.(a)		1,808
	18	CH Robinson Worldwide, Inc.		1,698
	7	GXO Logistics, Inc.(a)		440
	1	JB Hunt Transport Services, Inc.		181
	1	JetBlue Airways Corporation(a)		9
	25	Knight-Swift Transportation Holdings, Inc.		1,389
	8	Landstar System, Inc.		1,540
	4	Saia, Inc.(a)		1,370
	16	XPO Logistics, Inc.(a)		944
				9,379
		TRANSPORTATION EQUIPMENT - 0.1%
	4	Westinghouse Air Brake Technologies Corporation		439
		WHOLESALE - CONSUMER STAPLES - 1.1%
	97	Performance Food Group Company(a)		5,843
	63	US Foods Holding Corporation(a)		2,772
				8,615
		WHOLESALE - DISCRETIONARY - 1.1%
	100	LKQ Corporation		5,827
	8	Pool Corporation		2,997
				8,824
		TOTAL COMMON STOCKS (Cost $709,655)		783,529

See accompanying notes to financial statements.

17

ACCLIVITY MID CAP MULTI-STYLE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		PARTNERSHIP SHARES — 0.5%
		OIL & GAS PRODUCERS - 0.5%
	27	Magellan Midstream Partners, L.P.	$	1,683
	91	Western Midstream Partners, L.P.		2,413
		TOTAL PARTNERSHIP SHARES (Cost $3,541)		4,096
		SHORT-TERM INVESTMENT - 1.1%
		MONEY MARKET FUND - 1.1%
	9,212	First American Treasury Obligations Fund, Class X, 5.04%(c) (Cost $9,212)		9,212
		TOTAL INVESTMENTS - 99.1% (Cost $722,408)	$	796,837
		OTHER ASSETS IN EXCESS OF LIABILITIES - 0.9%		6,983
		NET ASSETS - 100.0%	$	803,820

ADR - American Depositary Receipt

CVR - Contingent Value Right

L.P. - Limited Partnership

PLC - Public Limited Company

REIT - Real Estate Investment Trust

^(a) Non-income producing security.

^(b) Fair value was determined using significant unobservable inputs. See Note 2.

^(c) Rate disclosed is the seven day effective yield as of June 30, 2023.

See accompanying notes to financial statements.

18

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2023

Shares			Value
		BUSINESS DEVELOPMENT COMPANY — 0.1%
		ASSET MANAGEMENT - 0.1%
	1,182	MidCap Financial Investment Corporation (Cost $14,504)	$	14,846
		COMMON STOCKS — 100.0%
		ADVERTISING & MARKETING - 0.0%(b)
	268	Fluent, Inc.(a)		168
		AEROSPACE & DEFENSE - 0.9%
	495	AAR Corporation(a)		28,591
	581	Barnes Group, Inc.		24,513
	162	Ducommun, Inc.(a)		7,058
	74	Kaman Corporation		1,801
	741	Kratos Defense & Security Solutions, Inc.(a)		10,626
	648	Mercury Systems, Inc.(a)		22,414
	514	Moog, Inc., Class A		55,733
	71	National Presto Industries, Inc.		5,197
	2	SIFCO Industries, Inc.(a)		5
				155,938
		APPAREL & TEXTILE PRODUCTS - 0.8%
	443	Culp, Inc.(a)		2,202
	313	Jerash Holdings US, Inc.		1,164
	264	Lakeland Industries, Inc.		3,799
	368	Movado Group, Inc.		9,873
	1,098	PVH Corporation		93,297
	317	Rocky Brands, Inc.		6,657
	314	Superior Group of Companies, Inc.		2,933
	149	Tandy Leather Factory, Inc.(a)		647
	387	Unifi, Inc.(a)		3,123
	22	Weyco Group, Inc.		587
	1,266	Wolverine World Wide, Inc.		18,598
				142,880

See accompanying notes to financial statements.

19

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 100.0% (Continued)
		ASSET MANAGEMENT - 0.4%
	15	Associated Capital Group, Inc., Class A	$	531
	14	First Western Financial, Inc.(a)		261
	39	Hennessy Advisors, Inc.		276
	761	ODP Corporation (The)(a)		35,630
	767	Oppenheimer Holdings, Inc., Class A		30,818
				67,516
		AUTOMOTIVE - 1.8%
	1,275	American Axle & Manufacturing Holdings, Inc.(a)		10,544
	1,444	China Automotive Systems, Inc.(a)		7,105
	1,790	Dana, Inc.		30,430
	6,209	Goodyear Tire & Rubber Company (The)(a)		84,939
	2,330	Harley-Davidson, Inc.		82,039
	1,725	Kandi Technologies Group, Inc.(a)		6,831
	452	Methode Electronics, Inc.		15,151
	181	Miller Industries, Inc.		6,420
	1,311	Modine Manufacturing Company(a)		43,289
	401	Motorcar Parts of America, Inc.(a)		3,104
	423	Standard Motor Products, Inc.		15,871
				305,723
		BANKING - 13.0%
	40	ACNB Corporation		1,327
	1,001	Amalgamated Financial Corporation		16,106
	234	American National Bankshares, Inc.		6,781
	1,419	Ameris Bancorp		48,544
	48	Ames National Corporation		865
	1,373	Associated Banc-Corporation		22,284
	1,158	Atlantic Union Bankshares Corporation		30,050
	1,179	Banc of California, Inc.		13,653
	479	Bank of Marin Bancorp		8,464
	903	Bank OZK		36,265
	845	BankFinancial Corporation		6,912
	377	BankUnited, Inc.		8,124
	141	Bankwell Financial Group, Inc.		3,438
	35	Banner Corporation		1,528

See accompanying notes to financial statements.

20

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 100.0% (Continued)
		BANKING - 13.0% (Continued)
	398	Bar Harbor Bankshares	$	9,807
	512	BayCom Corporation		8,540
	841	BCB Bancorp, Inc.		9,873
	189	Berkshire Hills Bancorp, Inc.		3,918
	294	Brookline Bancorp, Inc.		2,570
	605	Business First Bancshares, Inc.		9,117
	1,131	Byline Bancorp, Inc.		20,460
	60	Cadence Bank		1,178
	38	Camden National Corporation		1,177
	337	Capital City Bank Group, Inc.		10,326
	141	Capitol Federal Financial, Inc.		870
	528	Capstar Financial Holdings, Inc.		6,479
	1,014	Carter Bankshares, Inc.(a)		14,997
	49	CB Financial Services, Inc.		996
	523	Central Pacific Financial Corporation		8,216
	474	Central Valley Community Bancorp		7,323
	228	ChoiceOne Financial Services, Inc.		5,244
	81	Citizens & Northern Corporation		1,563
	514	Citizens Community Bancorp, Inc.		4,549
	518	Civista Bancshares, Inc.		9,013
	649	CNB Financial Corporation		11,455
	21	Codorus Valley Bancorp, Inc.		412
	378	Colony Bankcorp, Inc.		3,561
	82	Columbia Banking System, Inc.		1,663
	187	Community Financial Corporation (The)		5,066
	213	Community Trust Bancorp, Inc.		7,576
	859	ConnectOne Bancorp, Inc.		14,251
	1,210	CrossFirst Bankshares, Inc.(a)		12,100
	756	Customers Bancorp, Inc.(a)		22,877
	2,214	CVB Financial Corporation		29,402
	1,039	Dime Community Bancshares, Inc.		18,318
	166	Eagle Bancorp Montana, Inc.		2,196
	187	Eagle Bancorp, Inc.		3,957
	24	Enterprise Financial Services Corporation		938

See accompanying notes to financial statements.

21

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 100.0% (Continued)
		BANKING - 13.0% (Continued)
	460	Equity Bancshares, Inc., Class A	$	10,479
	85	ESSA Bancorp, Inc.		1,271
	5	Farmers & Merchants Bancorp, Inc.		113
	276	Farmers National Banc Corporation		3,414
	504	Financial Institutions, Inc.		7,933
	409	First Bancorp		12,168
	491	First Bancshares, Inc. (The)		12,687
	644	First Bank		6,685
	882	First Busey Corporation		17,728
	45	First Business Financial Services, Inc.		1,327
	1	First Commonwealth Financial Corporation		13
	400	First Community Bankshares, Inc.		11,892
	2,173	First Financial Bancorp		44,416
	435	First Financial Corporation		14,124
	301	First Financial Northwest, Inc.		3,422
	8,897	First Horizon Corporation		100,269
	235	First Internet Bancorp		3,490
	659	First Merchants Corporation		18,604
	372	First Mid Bancshares, Inc.		8,980
	371	First Northwest Bancorp		4,222
	632	First of Long Island Corporation (The)		7,597
	208	Flushing Financial Corporation		2,556
	7,218	FNB Corporation		82,574
	196	FS Bancorp, Inc.		5,894
	3,582	Fulton Financial Corporation		42,697
	223	Great Southern Bancorp, Inc.		11,313
	935	Hancock Whitney Corporation		35,885
	1,082	Hanmi Financial Corporation		16,154
	1,017	HarborOne Bancorp, Inc.		8,828
	648	Heartland Financial USA, Inc.		18,060
	1,876	Heritage Commerce Corporation		15,533
	939	Heritage Financial Corporation		15,184
	1,068	Hilltop Holdings, Inc.		33,599
	185	Home Bancorp, Inc.		6,144

See accompanying notes to financial statements.

22

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 100.0% (Continued)
		BANKING - 13.0% (Continued)
	407	HomeTrust Bancshares, Inc.	$	8,502
	2,375	Hope Bancorp, Inc.		19,998
	891	Horizon Bancorp, Inc.		9,275
	617	Independent Bank Corporation		27,463
	739	Independent Bank Corporation		12,533
	409	Independent Bank Group, Inc.		14,123
	591	Investar Holding Corporation		7,157
	1,466	Lakeland Bancorp, Inc.		19,630
	381	LCNB Corporation		5,624
	672	Macatawa Bank Corporation		6,236
	56	MainStreet Bancshares, Inc.		1,269
	570	Mercantile Bank Corporation		15,743
	1,573	Merchants Bancorp		40,237
	338	Metropolitan Bank Holding Corporation(a)		11,739
	671	Mid Penn Bancorp, Inc.		14,816
	218	Middlefield Banc Corporation		5,842
	1,153	Midland States Bancorp, Inc.		22,956
	904	MidWestOne Financial Group, Inc.		19,318
	1,129	Northfield Bancorp, Inc.		12,396
	224	Northrim BanCorp, Inc.		8,810
	2,957	Northwest Bancshares, Inc.		31,344
	2,295	OceanFirst Financial Corporation		35,848
	45	Ohio Valley Banc Corporation		1,103
	2,851	Old National Bancorp		39,743
	6	Old Point Financial Corporation		104
	4	Old Second Bancorp, Inc.		52
	700	OP Bancorp		5,901
	470	Orrstown Financial Services, Inc.		9,001
	1,310	Pacific Premier Bancorp, Inc.		27,091
	62	Parke Bancorp, Inc.		1,053
	12	Pathfinder Bancorp, Inc.		167
	506	Peapack-Gladstone Financial Corporation		13,702
	64	Penns Woods Bancorp, Inc.		1,602
	711	Peoples Bancorp, Inc.		18,877

See accompanying notes to financial statements.

23

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 100.0% (Continued)
		BANKING - 13.0% (Continued)
	800	Premier Financial Corporation	$	12,816
	537	Primis Financial Corporation		4,522
	281	Princeton Bancorp, Inc.		7,677
	1,143	Prosperity Bancshares, Inc.		64,557
	212	Provident Financial Holdings, Inc.		2,739
	2,008	Provident Financial Services, Inc.		32,811
	64	QCR Holdings, Inc.		2,626
	705	RBB Bancorp		8,418
	1,140	Renasant Corporation		29,788
	432	Republic Bancorp, Inc., Class A		18,360
	3,100	Republic First Bancorp, Inc.(a)		2,790
	782	Riverview Bancorp, Inc.		3,941
	896	S&T Bancorp, Inc.		24,362
	877	Sandy Spring Bancorp, Inc.		19,890
	254	SB Financial Group, Inc.		3,216
	396	Sierra Bancorp		6,720
	911	Simmons First National Corporation, Class A		15,715
	303	SmartFinancial, Inc.		6,518
	85	South Plains Financial, Inc.		1,913
	149	SouthState Corporation		9,804
	139	Stellar Bancorp, Inc.		3,182
	1,375	Sterling Bancorp, Inc.(a)		7,521
	411	Summit Financial Group, Inc.		8,491
	1	Synovus Financial Corporation		30
	266	Territorial Bancorp, Inc.		3,266
	679	Texas Capital Bancshares, Inc.(a)		34,969
	1,282	Towne Bank		29,794
	625	TrustCompany Bank Corporation		17,881
	202	Trustmark Corporation		4,266
	172	United Bancshares, Inc.		3,225
	557	United Bankshares, Inc.		16,526
	420	United Security Bancshares		2,797
	788	Univest Financial Corporation		14,247
	5,465	Valley National Bancorp		42,354

See accompanying notes to financial statements.

24

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 100.0% (Continued)
		BANKING - 13.0% (Continued)
	219	Veritex Holdings, Inc.	$	3,927
	1,022	Washington Federal, Inc.		27,103
	602	Waterstone Financial, Inc.		8,723
	1,144	WesBanco, Inc.		29,298
	924	Western New England Bancorp, Inc.		5,396
	660	Wintrust Financial Corporation		47,929
	1,361	WSFS Financial Corporation		51,337
	2,462	Zions Bancorp		66,129
				2,236,413
		BEVERAGES - 0.0%(b)
	51	Coffee Holding Company, Inc.(a)		71
		BIOTECHNOLOGY & PHARMACEUTICALS - 1.4%
	4,063	Amneal Pharmaceuticals, Inc.(a)		12,595
	56	ANI Pharmaceuticals, Inc.(a)		3,015
	574	Assembly Biosciences, Inc.(a)		660
	47	Cumberland Pharmaceuticals, Inc.(a)		69
	301	Eagle Pharmaceuticals, Inc.(a)		5,851
	7,083	Elanco Animal Health, Inc.(a)		71,255
	698	Emergent BioSolutions, Inc.(a)		5,130
	27	Enanta Pharmaceuticals, Inc.(a)		578
	1,482	Innoviva, Inc.(a)		18,866
	2,611	Ironwood Pharmaceuticals, Inc.(a)		27,781
	531	Pacira BioSciences, Inc.(a)		21,277
	648	Prestige Consumer Healthcare, Inc.(a)		38,511
	1,800	Sangamo Therapeutics, Inc.(a)		2,340
	897	Supernus Pharmaceuticals, Inc.(a)		26,964
	1	United Therapeutics Corporation(a)		221
				235,113
		CABLE & SATELLITE - 0.3%
	7,407	DISH Network Corporation, Class A(a)		48,812
	26	WideOpenWest, Inc.(a)		220
				49,032

See accompanying notes to financial statements.

25

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 100.0% (Continued)
		CHEMICALS - 2.0%
	617	AdvanSix, Inc.	$	21,583
	734	American Vanguard Corporation		13,117
	378	Ashland, Inc.		32,852
	45	Ecovyst, Inc.(a)		516
	47	Element Solutions, Inc.		902
	192	Haynes International, Inc.		9,757
	427	HB Fuller Company		30,535
	1,443	Huntsman Corporation		38,990
	590	Koppers Holdings, Inc.		20,119
	42	Materion Corporation		4,796
	3	Mativ, Inc.		45
	432	Minerals Technologies, Inc.		24,922
	28	Oil-Dri Corporation of America		1,652
	87	Quaker Houghton		16,956
	188	Rayonier Advanced Materials, Inc.(a)		805
	112	Stepan Company		10,703
	3,187	Univar Solutions, Inc.(a)		114,222
	760	Valhi, Inc.		9,766
				352,238
		COMMERCIAL SUPPORT SERVICES - 2.6%
	986	ABM Industries, Inc.		42,053
	14,037	ADT, Inc.		84,643
	25	AMN Healthcare Services, Inc.(a)		2,728
	1,386	ARC Document Solutions, Inc.		4,491
	252	BGSF, Inc.		2,402
	1,566	BrightView Holdings, Inc.(a)		11,244
	875	Cross Country Healthcare, Inc.(a)		24,570
	809	Deluxe Corporation		14,141
	495	Ennis, Inc.		10,088
	568	Heidrick & Struggles International, Inc.		15,035
	106	Huron Consulting Group, Inc.(a)		9,000
	1,030	Information Services Group, Inc.		5,521
	932	Kelly Services, Inc., Class A		16,412
	860	Korn Ferry		42,604

See accompanying notes to financial statements.

26

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 100.0% (Continued)
		COMMERCIAL SUPPORT SERVICES - 2.6% (Continued)
	684	ManpowerGroup, Inc.	$	54,310
	679	Resources Connection, Inc.		10,667
	518	Schnitzer Steel Industries, Inc., Class A		15,535
	572	Stericycle, Inc.(a)		26,564
	983	TrueBlue, Inc.(a)		17,409
	137	UniFirst Corporation		21,236
	409	V2X, Inc.(a)		20,270
				450,923
		CONSTRUCTION MATERIALS - 0.6%
	505	Knife River Corporation(a)		21,967
	2,022	MDU Resources Group, Inc.		42,341
	1,076	Summit Materials, Inc., Class A(a)		40,727
				105,035
		CONSUMER SERVICES - 1.1%
	753	Adtalem Global Education, Inc.(a)		25,858
	568	American Public Education, Inc.(a)		2,692
	72	Graham Holdings Company, Class B		41,147
	199	Grand Canyon Education, Inc.(a)		20,539
	1,017	Lincoln Educational Services Corporation(a)		6,855
	363	Matthews International Corporation, Class A		15,471
	2,263	Perdoceo Education Corporation(a)		27,767
	286	Strategic Education, Inc.		19,402
	614	Stride, Inc.(a)		22,859
				182,590
		CONTAINERS & PACKAGING - 0.6%
	372	Greif, Inc., Class A		25,627
	3,417	O-I Glass, Inc.(a)		72,885
	458	TriMas Corporation		12,590
				111,102
		E-COMMERCE DISCRETIONARY - 0.0%(b)
	939	Lands’ End, Inc.(a)		7,287
		ELECTRICAL EQUIPMENT - 2.0%
	277	Advanced Energy Industries, Inc.		30,872

See accompanying notes to financial statements.

27

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 100.0% (Continued)
		ELECTRICAL EQUIPMENT - 2.0% (Continued)
	21	API Group Corporation(a)	$	572
	247	Argan, Inc.		9,734
	838	Bel Fuse, Inc., Class B		48,110
	797	Belden, Inc.		76,233
	399	Itron, Inc.(a)		28,768
	747	Kimball Electronics, Inc.(a)		20,640
	71	Littelfuse, Inc.		20,683
	733	LSI Industries, Inc.		9,206
	169	National Instruments Corporation		9,701
	248	OSI Systems, Inc.(a)		29,222
	208	Powell Industries, Inc.		12,603
	111	Preformed Line Products Company		17,327
	16	RF Industries Ltd.(a)		66
	353	SPX Technologies, Inc.(a)		29,994
	129	WidePoint Corporation(a)		240
				343,971
		ENGINEERING & CONSTRUCTION - 1.1%
	581	Arcosa, Inc.		44,022
	1	Dycom Industries, Inc.(a)		114
	1	EMCOR Group, Inc.		185
	18	Fluor Corporation(a)		533
	615	Granite Construction, Inc.		24,465
	9	KBR, Inc.		585
	346	Limbach Holdings, Inc.(a)		8,557
	1,648	Mistras Group, Inc.(a)		12,722
	2	MYR Group, Inc.(a)		277
	21	Orion Group Holdings, Inc.(a)		59
	1,208	Primoris Services Corporation		36,808
	653	Sterling Infrastructure, Inc.(a)		36,437
	342	Tutor Perini Corporation(a)		2,445
	278	VSE Corporation		15,204
				182,413

See accompanying notes to financial statements.

28

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 100.0% (Continued)
		ENTERTAINMENT CONTENT - 0.1%
	1,431	AMC Networks, Inc., Class A(a)	$	17,100
		FOOD - 1.8%
	68	Alico, Inc.		1,731
	425	B&G Foods, Inc.		5,916
	895	Cal-Maine Foods, Inc.		40,275
	873	Hain Celestial Group, Inc. (The)(a)		10,921
	1,872	Hostess Brands, Inc.(a)		47,399
	607	Ingredion, Inc.		64,312
	37	Natural Health Trends Corporation		203
	322	Nature’s Sunshine Products, Inc.(a)		4,395
	622	Post Holdings, Inc.(a)		53,896
	18	S&W Seed Company(a)		22
	13	Seaboard Corporation		46,289
	191	Seneca Foods Corporation, Class A(a)		6,242
	1	Tootsie Roll Industries, Inc.		36
	562	TreeHouse Foods, Inc.(a)		28,314
				309,951
		FORESTRY, PAPER & WOOD PRODUCTS - 0.8%
	675	Boise Cascade Company		60,986
	2,662	Mercer International, Inc.		21,482
	576	UFP Industries, Inc.		55,901
				138,369
		HEALTH CARE FACILITIES & SERVICES - 2.7%
	988	Acadia Healthcare Company, Inc.(a)		78,684
	3,024	AdaptHealth Corporation(a)		36,802
	284	Amedisys, Inc.(a)		25,969
	4,759	Brookdale Senior Living, Inc.(a)		20,083
	1,124	Encompass Health Corporation		76,106
	467	National HealthCare Corporation		28,870
	118	OPKO Health, Inc.(a)		256
	652	Owens & Minor, Inc.(a)		12,414
	1,476	Patterson Companies, Inc.		49,092
	1,125	Pediatrix Medical Group, Inc.(a)		15,986

See accompanying notes to financial statements.

29

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 100.0% (Continued)
		HEALTH CARE FACILITIES & SERVICES - 2.7% (Continued)
	793	Premier, Inc., Class A	$	21,935
	4	Psychemedics Corporation		18
	2,065	Select Medical Holdings Corporation		65,791
	947	Syneos Health, Inc.(a)		39,907
				471,913
		HOME & OFFICE PRODUCTS - 0.4%
	4,199	ACCO Brands Corporation		21,877
	321	HNI Corporation		9,046
	321	Hooker Furnishings Corporation		5,990
	4	Kewaunee Scientific Corporation(a)		62
	488	Lifetime Brands, Inc.		2,757
	3,855	Steelcase, Inc., Class A		29,722
	789	Virco Manufacturing Corporation(a)		3,290
				72,744
		HOME CONSTRUCTION - 7.8%
	360	American Woodmark Corporation(a)		27,493
	1,853	Beazer Homes USA, Inc.(a)		52,421
	1,149	Century Communities, Inc.		88,036
	5	Dixie Group, Inc. (The)(a)		7
	1,471	Forestar Group, Inc.(a)		33,171
	1,493	Green Brick Partners, Inc.(a)		84,802
	1,327	Griffon Corporation		53,478
	852	Interface, Inc.		7,489
	1,233	JELD-WEN Holding, Inc.(a)		21,627
	2,778	KB Home		143,650
	347	LGI Homes, Inc.(a)		46,807
	1,193	M/I Homes, Inc.(a)		104,018
	2,039	MDC Holdings, Inc.		95,364
	962	Meritage Homes Corporation		136,864
	495	Patrick Industries, Inc.		39,600
	2,324	Taylor Morrison Home Corporation(a)		113,341
	2,137	Toll Brothers, Inc.		168,973
	3,696	Tri Pointe Homes, Inc.(a)		121,451
				1,338,592

See accompanying notes to financial statements. 

30

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 100.0% (Continued)
		HOUSEHOLD PRODUCTS - 0.7%
	947	Central Garden & Pet Company, Class A(a)	$	34,528
	546	Clearwater Paper Corporation(a)		17,101
	313	Crown Crafts, Inc.		1,568
	954	Edgewell Personal Care Company		39,410
	757	Quanex Building Products Corporation		20,325
				112,932
		INDUSTRIAL INTERMEDIATE PRODUCTS - 0.9%
	585	Ampco-Pittsburgh Corporation(a)		1,860
	290	AZZ, Inc.		12,603
	195	Core Molding Technologies, Inc.(a)		4,436
	121	Eastern Company (The)		2,189
	153	EnPro Industries, Inc.		20,430
	345	L B Foster Company, Class A(a)		4,927
	369	Park-Ohio Holdings Corporation		7,011
	121	Strattec Security Corporation(a)		2,202
	971	Timken Company (The)		88,876
	603	Tredegar Corporation		4,022
				148,556
		INDUSTRIAL SUPPORT SERVICES - 0.6%
	367	DXP Enterprises, Inc.(a)		13,362
	3,963	Resideo Technologies, Inc.(a)		69,987
	606	Titan Machinery, Inc.(a)		17,877
	1	WESCO International, Inc.		179
				101,405
		INSTITUTIONAL FINANCIAL SERVICES - 0.0%(b)
	1	Jefferies Financial Group, Inc.		33
		INSURANCE - 6.8%
	1,497	Ambac Financial Group, Inc.(a)		21,317
	2,406	American Equity Investment Life Holding Company		125,377
	2,574	Brighthouse Financial, Inc.(a)		121,879
	3,105	Citizens, Inc.(a)		7,483
	5,595	CNO Financial Group, Inc.		132,434
	1,996	Donegal Group, Inc., Class A		28,802

See accompanying notes to financial statements.

31

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 100.0% (Continued)
		INSURANCE - 6.8% (Continued)
	1,731	eHealth, Inc.(a)	$	13,917
	1,030	Employers Holdings, Inc.		38,532
	28,712	Genworth Financial, Inc., Class A(a)		143,560
	1,026	Global Indemnity Group, LLC		34,463
	1,331	Kemper Corporation		64,234
	551	Kingstone Companies, Inc.		705
	3,471	Lincoln National Corporation		89,413
	134	National Western Life Group, Inc., Class A		55,685
	2,654	NMI Holdings, Inc., Class A(a)		68,526
	3,033	ProAssurance Corporation		45,768
	4,502	Radian Group, Inc.		113,811
	1,110	Security National Financial Corporation, Class A(a)		9,846
	337	Tiptree, Inc.		5,058
	246	Unico American Corporation(a)		30
	849	United Fire Group, Inc.		19,238
	338	United Insurance Holdings Corporation(a)		1,508
	1,690	Universal Insurance Holdings, Inc.		26,077
	107	Unum Group		5,104
				1,172,767
		INTERNET MEDIA & SERVICES - 0.2%
	448	Cars.com, Inc.(a)		8,879
	246	DHI Group, Inc.(a)		942
	717	HealthStream, Inc.		17,610
	1,449	TrueCar, Inc.(a)		3,275
				30,706
		LEISURE FACILITIES & SERVICES - 0.6%
	10	Ark Restaurants Corporation		185
	17	Biglari Holdings, Inc.(a)		3,351
	3,422	Carrols Restaurant Group, Inc.(a)		17,247
	775	Century Casinos, Inc.(a)		5,502
	353	Chuy’s Holdings, Inc.(a)		14,409
	1,013	El Pollo Loco Holdings, Inc.		8,884
	555	Fiesta Restaurant Group, Inc.(a)		4,407
	834	Good Times Restaurants, Inc.(a)		2,836

See accompanying notes to financial statements.

32

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 100.0% (Continued)
		LEISURE FACILITIES & SERVICES - 0.6% (Continued)
	676	Marcus Corporation (The)	$	10,025
	1,860	Penn Entertainment, Inc.(a)		44,696
				111,542
		LEISURE PRODUCTS - 1.2%
	481	Escalade, Inc.		6,421
	942	Funko, Inc., Class A(a)		10,193
	283	LCI Industries		35,760
	900	Smith & Wesson Brands, Inc.		11,736
	638	Thor Industries, Inc.		66,033
	286	Topgolf Callaway Brands Corporation(a)		5,677
	909	Vista Outdoor, Inc.(a)		25,152
	731	Winnebago Industries, Inc.		48,750
				209,722
		MACHINERY - 2.0%
	126	Alamo Group, Inc.		23,173
	268	Astec Industries, Inc.		12,178
	375	CECO Environmental Corporation(a)		5,010
	565	Columbus McKinnon Corporation		22,967
	972	Enovis Corporation(a)		62,325
	175	ESCO Technologies, Inc.		18,135
	29	Flowserve Corporation		1,077
	270	Gencor Industries, Inc.(a)		4,207
	1,326	Hillenbrand, Inc.		67,997
	216	Hurco Companies, Inc.		4,676
	4	Hyster-Yale Materials Handling, Inc., Class A		223
	118	Intevac, Inc.(a)		443
	1,405	Kennametal, Inc.		39,888
	495	LS Starrett Company (The), Class A(a)		5,173
	1,091	Manitowoc Company, Inc. (The)(a)		20,544
	396	NN, Inc.(a)		946
	652	Oshkosh Corporation		56,457
				345,419
		MEDICAL EQUIPMENT & DEVICES - 1.0%
	452	AngioDynamics, Inc.(a)		4,714

See accompanying notes to financial statements.

33

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 100.0% (Continued)
		MEDICAL EQUIPMENT & DEVICES - 1.0% (Continued)
	271	Artivion, Inc.(a)	$	4,658
	678	Avanos Medical, Inc.(a)		17,330
	207	FONAR Corporation(a)		3,540
	719	Harvard Bioscience, Inc.(a)		3,947
	179	ICU Medical, Inc.(a)		31,896
	178	Inogen, Inc.(a)		2,056
	266	Integer Holdings Corporation(a)		23,570
	703	Integra LifeSciences Holdings Corporation(a)		28,914
	18	Merit Medical Systems, Inc.(a)		1,506
	8	Myriad Genetics, Inc.(a)		185
	645	NuVasive, Inc.(a)		26,826
	8	Utah Medical Products, Inc.		746
	721	Varex Imaging Corporation(a)		16,994
				166,882
		METALS & MINING - 2.2%
	1,890	Alcoa Corporation		64,128
	292	Alpha Metallurgical Resources, Inc.		47,993
	19	CONSOL Energy, Inc.		1,288
	337	Encore Wire Corporation		62,658
	4,866	Hecla Mining Company		25,060
	4,242	Peabody Energy Corporation		91,882
	3,483	SunCoke Energy, Inc.		27,411
	1,729	Warrior Met Coal, Inc.		67,345
				387,765
		OIL & GAS PRODUCERS - 5.5%
	116	Antero Resources Corporation(a)		2,672
	1	Baytex Energy Corporation(a)		2
	270	Berry Corporation		1,858
	2,159	Callon Petroleum Company(a)		75,716
	201	Chord Energy Corporation		30,914
	1,705	Civitas Resources, Inc.		118,276
	3,081	CNX Resources Corporation(a)		54,595
	550	Comstock Resources, Inc.		6,380
	840	Delek US Holdings, Inc.		20,118

See accompanying notes to financial statements.

34

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 100.0% (Continued)
		OIL & GAS PRODUCERS - 5.5% (Continued)
	2,091	Earthstone Energy, Inc., Class A(a)	$	29,880
	1	EQT Corporation		41
	23	Equitrans Midstream Corporation		220
	782	HF Sinclair Corporation		34,885
	2,649	Murphy Oil Corporation		101,457
	3,161	PBF Energy, Inc., Class A		129,411
	4,966	Permian Resources Corporation		54,427
	3,276	Plains GP Holdings, L.P., Class A		48,583
	5,604	Ring Energy, Inc.(a)		9,583
	620	SilverBow Resources, Inc.(a)		18,054
	2,290	SM Energy Company		72,433
	15,101	Southwestern Energy Company(a)		90,757
	1,097	Talos Energy, Inc.(a)		15,215
	678	Vital Energy, Inc.(a)		30,612
				946,089
		OIL & GAS SERVICES & EQUIPMENT - 1.3%
	1,930	Archrock, Inc.		19,783
	8	Dawson Geophysical Company(a)		16
	616	Dril-Quip, Inc.(a)		14,334
	225	Geospace Technologies Corporation(a)		1,748
	3,992	Helix Energy Solutions Group, Inc.(a)		29,461
	72	Helmerich & Payne, Inc.		2,553
	1,320	MRC Global, Inc.(a)		13,292
	126	Natural Gas Services Group, Inc.(a)		1,247
	3,091	Newpark Resources, Inc.(a)		16,166
	824	NOV, Inc.		13,217
	2,237	NOW, Inc.(a)		23,175
	645	Oceaneering International, Inc.(a)		12,062
	3,891	ProPetro Holding Corporation(a)		32,062
	244	Select Water Solutions, Inc., Class A		1,976
	24	Smart Sand, Inc.(a)		39
	81	Solaris Oilfield Infrastructure, Inc., Class A		675
	618	Thermon Group Holdings, Inc.(a)		16,439

See accompanying notes to financial statements.

35

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares				Value
		COMMON STOCKS — 100.0% (Continued)
		OIL & GAS SERVICES & EQUIPMENT - 1.3% (Continued)
	2,329	US Silica Holdings, Inc.(a)		$	28,251
					226,496
		PUBLISHING & BROADCASTING - 0.7%
	1,992	Beasley Broadcast Group, Inc., Class A(a)			2,032
	1,747	Cumulus Media, Inc., Class A(a)			7,163
	2,605	Entravision Communications Corporation, Class A			11,436
	4,808	Gannett Company, Inc.(a)			10,818
	70	Saga Communications, Inc., Class A			1,495
	369	Scholastic Corporation			14,350
	4,192	TEGNA, Inc.			68,078
	127	Townsquare Media, Inc., Class A			1,513
					116,885
		REAL ESTATE OWNERS & DEVELOPERS - 0.1%
	1,742	Five Point Holdings, LLC(a)			5,035
	17	FRP Holdings, Inc.(a)			979
	122	Howard Hughes Corporation (The)(a)			9,628
	1	Stratus Properties, Inc.			26
					15,668
		REAL ESTATE SERVICES - 0.5%
	5,241	Anywhere Real Estate, Inc.(a)			35,010
	5,469	Newmark Group, Inc., Class A			34,017
	1,085	RE/MAX Holdings, Inc., Class A			20,897
			��		89,924
		REIT - 0.5%
	4,237	CoreCivic, Inc.(a)			39,870
	9	Ellington Financial, Inc.			124
	6,501	GEO Group, Inc. (The)(a)			46,547
					86,541
		RENEWABLE ENERGY - 0.4%
	550	EnerSys			59,686
	1,185	FutureFuel Corporation			10,487
	484	Ultralife Corporation(a)			2,343
					72,516

See accompanying notes to financial statements.

36

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 100.0% (Continued)
		RETAIL - CONSUMER STAPLES - 0.5%
	200	Big Lots, Inc.	$	1,766
	353	Ingles Markets, Inc., Class A		29,175
	737	SpartanNash Company		16,590
	680	Village Super Market, Inc., Class A		15,518
	269	Weis Markets, Inc.		17,272
				80,321
		RETAIL - DISCRETIONARY - 6.3%
	3	Aaron’s Company, Inc. (The)		42
	1,338	Abercrombie & Fitch Company, Class A(a)		50,416
	448	Advance Auto Parts, Inc.		31,494
	3,951	American Eagle Outfitters, Inc.		46,622
	443	Asbury Automotive Group, Inc.(a)		106,506
	1	AutoNation, Inc.(a)		165
	346	Bassett Furniture Industries, Inc.		5,204
	1,063	Beacon Roofing Supply, Inc.(a)		88,208
	682	Big 5 Sporting Goods Corporation		6,247
	387	BlueLinx Holdings, Inc.(a)		36,293
	79	Build-A-Bear Workshop, Inc.		1,692
	750	Caleres, Inc.		17,948
	110	Citi Trends, Inc.(a)		1,943
	1,621	Conn’s, Inc.(a)		5,998
	2,546	Container Store Group, Inc. (The)(a)		7,995
	2,197	Designer Brands, Inc., Class A		22,190
	1	Dick’s Sporting Goods, Inc.		132
	751	Ethan Allen Interiors, Inc.		21,238
	3,711	Foot Locker, Inc.		100,605
	3,804	Gap, Inc. (The)		33,970
	402	Genesco, Inc.(a)		10,066
	977	GMS, Inc.(a)		67,608
	342	Group 1 Automotive, Inc.		88,270
	134	Guess?, Inc.		2,606
	508	Haverty Furniture Companies, Inc.		15,352
	104	Hibbett, Inc.		3,774
	829	Kirkland’s, Inc.(a)		2,313

See accompanying notes to financial statements.

37

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 100.0% (Continued)
		RETAIL - DISCRETIONARY - 6.3% (Continued)
	458	Kohl’s Corporation	$	10,557
	1,056	La-Z-Boy, Inc.		30,244
	779	Lazydays Holdings, Inc.(a)		9,005
	510	LL Flooring Holdings, Inc.(a)		1,953
	2,584	Macy’s, Inc.		41,473
	796	MarineMax, Inc.(a)		27,191
	267	Monro, Inc.		10,848
	1	Penske Automotive Group, Inc.		167
	467	PetIQ, Inc.(a)		7,084
	2,213	Qurate Retail, Inc., Class A(a)		2,191
	850	Rush Enterprises, Inc., Class A		51,629
	798	Shoe Carnival, Inc.		18,737
	963	Sonic Automotive, Inc., Class A		45,906
	1,146	Sportsman’s Warehouse Holdings, Inc.(a)		6,532
	814	Tile Shop Holdings, Inc.(a)		4,510
	626	Tilly’s, Inc., Class A(a)		4,388
	1,008	Urban Outfitters, Inc.(a)		33,395
	369	Vera Bradley, Inc.(a)		2,358
	382	Zumiez, Inc.(a)		6,364
				1,089,429
		SEMICONDUCTORS - 4.4%
	2,055	Amkor Technology, Inc.		61,136
	227	Amtech Systems, Inc.(a)		2,170
	215	Axcelis Technologies, Inc.(a)		39,416
	721	AXT, Inc.(a)		2,480
	288	CEVA, Inc.(a)		7,358
	680	Cirrus Logic, Inc.(a)		55,087
	1,605	Coherent Corporation(a)		81,823
	517	CTS Corporation		22,040
	459	Data I/O Corporation(a)		1,969
	586	Diodes, Inc.(a)		54,199
	863	FormFactor, Inc.(a)		29,532
	337	GSI Technology, Inc.(a)		1,864
	328	IPG Photonics Corporation(a)		44,549

See accompanying notes to financial statements.

38

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 100.0% (Continued)
		SEMICONDUCTORS - 4.4% (Continued)
	468	Kulicke & Soffa Industries, Inc.	$	27,822
	632	MagnaChip Semiconductor Corporation(a)		7,066
	66	Onto Innovation, Inc.(a)		7,687
	1,552	Photronics, Inc.(a)		40,026
	1,695	Rambus, Inc.(a)		108,768
	260	Richardson Electronics Ltd.		4,290
	503	Synaptics, Inc.(a)		42,946
	48	Trio-Tech International(a)		231
	702	Ultra Clean Holdings, Inc.(a)		26,999
	965	Veeco Instruments, Inc.(a)		24,781
	2,074	Vishay Intertechnology, Inc.		60,976
				755,215
		SOFTWARE - 1.2%
	1,135	ACI Worldwide, Inc.(a)		26,298
	2,268	Adeia, Inc.		24,971
	287	Asure Software, Inc.(a)		3,490
	862	CareCloud, Inc.(a)		2,543
	361	Computer Programs and Systems, Inc.(a)		8,913
	180	Digi International, Inc.(a)		7,090
	666	Ebix, Inc.		16,783
	666	NextGen Healthcare, Inc.(a)		10,803
	322	OneSpan, Inc.(a)		4,778
	23	PDF Solutions, Inc.(a)		1,037
	2,387	SolarWinds Corporation(a)		24,491
	2,535	Veradigm, Inc.(a)		31,941
	908	Verint Systems, Inc.(a)		31,834
	64	Ziff Davis, Inc.(a)		4,484
				199,456
		SPECIALTY FINANCE - 5.3%
	2,540	Air Lease Corporation		106,299
	44	Bread Financial Holdings, Inc.		1,381
	577	Consumer Portfolio Services, Inc.(a)		6,734
	844	Encore Capital Group, Inc.(a)		41,035
	1,142	Enova International, Inc.(a)		60,663

See accompanying notes to financial statements.

39

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 100.0% (Continued)
		SPECIALTY FINANCE - 5.3% (Continued)
	3,736	EZCORP, Inc., Class A(a)	$	31,308
	2,758	First American Financial Corporation		157,261
	212	GATX Corporation		27,293
	1	Investors Title Company		146
	3,632	LendingClub Corporation(a)		35,412
	8,356	MGIC Investment Corporation		131,941
	888	Mr. Cooper Group, Inc.(a)		44,968
	2,029	Navient Corporation		37,699
	548	Nelnet, Inc., Class A		52,871
	1,762	PennyMac Financial Services, Inc.		123,886
	594	PRA Group, Inc.(a)		13,573
	2	Regional Management Corporation		61
	855	Stewart Information Services Corporation		35,175
	31	Willis Lease Finance Corporation(a)		1,213
				908,919
		STEEL - 2.2%
	707	Carpenter Technology Corporation		39,684
	1,776	Commercial Metals Company		93,524
	76	Friedman Industries, Inc.		958
	72	Northwest Pipe Company(a)		2,177
	715	Olympic Steel, Inc.		35,035
	1,277	Ryerson Holding Corporation		55,396
	587	TimkenSteel Corporation(a)		12,662
	4,468	United States Steel Corporation		111,745
	530	Worthington Industries, Inc.		36,819
				388,000
		TECHNOLOGY HARDWARE - 5.6%
	204	AstroNova, Inc.(a)		2,958
	315	Aviat Networks, Inc.(a)		10,512
	2,329	Avnet, Inc.		117,498
	469	Aware, Inc.(a)		741
	661	Benchmark Electronics, Inc.		17,074
	1,973	Ciena Corporation(a)		83,833
	773	Comtech Telecommunications Corporation		7,065

See accompanying notes to financial statements.

40

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 100.0% (Continued)
		TECHNOLOGY HARDWARE - 5.6% (Continued)
	1,398	Daktronics, Inc.(a)	$	8,947
	753	EMCORE Corporation(a)		567
	3,775	GoPro, Inc., Class A(a)		15,628
	839	Harmonic, Inc.(a)		13,567
	2	Jabil, Inc.		216
	392	Key Tronic Corporation(a)		2,223
	1,290	Knowles Corporation(a)		23,297
	361	Lumentum Holdings, Inc.(a)		20,479
	1,219	NCR Corporation(a)		30,719
	338	NETGEAR, Inc.(a)		4,786
	1,837	NetScout Systems, Inc.(a)		56,855
	731	PCTEL, Inc.		3,505
	316	Plexus Corporation(a)		31,044
	6,433	Ribbon Communications, Inc.(a)		17,948
	1,105	Sanmina Corporation(a)		66,598
	1,092	Super Micro Computer, Inc.(a)		272,181
	2,180	TTM Technologies, Inc.(a)		30,302
	227	Universal Electronics, Inc.(a)		2,184
	965	ViaSat, Inc.(a)		39,816
	310	Viavi Solutions, Inc.(a)		3,512
	245	Vishay Precision Group, Inc.(a)		9,102
	581	VOXX International Corporation(a)		7,251
	3,945	Xerox Holdings Corporation		58,741
				959,149
		TECHNOLOGY SERVICES - 1.7%
	41	comScore, Inc.(a)		33
	12,355	Conduent, Inc.(a)		42,007
	25	CSG Systems International, Inc.		1,319
	4,174	DXC Technology Company(a)		111,529
	11	ICF International, Inc.		1,368
	444	Insight Enterprises, Inc.(a)		64,975
	39	John Wiley & Sons, Inc., Class A		1,327
	685	MAXIMUS, Inc.		57,889
	108	NetSol Technologies, Inc.(a)		255

See accompanying notes to financial statements.

41

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 100.0% (Continued)
		TECHNOLOGY SERVICES - 1.7% (Continued)
	5	RCM Technologies, Inc.(a)	$	92
	1,968	Repay Holdings Corporation(a)		15,410
	891	StarTek, Inc.(a)		2,602
				298,806
		TELECOMMUNICATIONS - 0.5%
	369	ATN International, Inc.		13,505
	1,562	EchoStar Corporation, Class A(a)		27,085
	278	KVH Industries, Inc.(a)		2,541
	695	Spok Holdings, Inc.		9,237
	3,303	Telephone and Data Systems, Inc.		27,184
				79,552
		TOBACCO & CANNABIS - 0.1%
	433	Universal Corporation		21,624
		TRANSPORTATION & LOGISTICS - 3.4%
	1,489	Air Transport Services Group, Inc.(a)		28,097
	915	Alaska Air Group, Inc.(a)		48,660
	302	ArcBest Corporation		29,838
	717	Covenant Logistics Group, Inc.		31,426
	1,028	Heartland Express, Inc.		16,869
	609	Hub Group, Inc., Class A(a)		48,915
	7,705	JetBlue Airways Corporation(a)		68,266
	662	Kirby Corporation(a)		50,941
	595	Marten Transport Ltd.		12,792
	3,894	Overseas Shipholding Group, Inc., Class A(a)		16,238
	96	Patriot Transportation Holding, Inc.(a)		803
	845	Radiant Logistics, Inc.(a)		5,678
	982	Ryder System, Inc.		83,264
	2,446	Schneider National, Inc., Class B		70,249
	1,400	Spirit Airlines, Inc.		24,024
	376	Universal Logistics Holdings, Inc.		10,833
	871	Werner Enterprises, Inc.		38,481
				585,374

See accompanying notes to financial statements.

42

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		COMMON STOCKS — 100.0% (Continued)
		TRANSPORTATION EQUIPMENT - 0.3%
	875	Commercial Vehicle Group, Inc.(a)	$	9,712
	724	Greenbrier Companies, Inc. (The)		31,204
	1,102	REV Group, Inc.		14,613
	59	Wabash National Corporation		1,513
				57,042
		WHOLESALE - CONSUMER STAPLES - 0.4%
	405	Andersons, Inc. (The)		18,690
	2,305	United Natural Foods, Inc.(a)		45,063
				63,753
		WHOLESALE - DISCRETIONARY - 0.7%
	48	Acme United Corporation		1,197
	7	Climb Global Solutions, Inc.		335
	432	Educational Development Corporation(a)		514
	464	ePlus, Inc.(a)		26,123
	826	G-III Apparel Group Ltd.(a)		15,917
	2,025	Openlane, Inc.(a)		30,820
	452	PC Connection, Inc.		20,385
	808	ScanSource, Inc.(a)		23,884
	19	Veritiv Corporation		2,387
				121,562
		TOTAL COMMON STOCKS (Cost $15,710,128)		17,227,132
		PARTNERSHIP SHARES — 0.2%
		METALS & MINING - 0.0%(b)
	300	Alliance Resource Partners, L.P.		5,547
		OIL & GAS PRODUCERS - 0.2%
	832	Global Partners, L.P.		25,568
	3	Plains All American Pipeline, L.P.		42
				25,610

See accompanying notes to financial statements.

43

ACCLIVITY SMALL CAP VALUE FUND

SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2023

Shares			Value
		PARTNERSHIP SHARES — 0.2% (Continued)
		SPECIALTY FINANCE - 0.0%(b)
	23	America First Multifamily Investors, L.P.	$	379
		TOTAL PARTNERSHIP SHARES (Cost $20,425)		31,536
		RIGHTS — 0.0%(b)
		FORESTRY, PAPER & WOOD PRODUCTS - 0.0%(b)
	3,718	Resolute Forest Products, Inc. - CVR(a)(c)		5,280
		RENEWABLE ENERGY - 0.0%(b)
	2	Pineapple Energy, Inc. (a)(c)		6
		TOTAL RIGHTS (Cost $5,280)		5,286
		SHORT-TERM INVESTMENT - 0.7%
		MONEY MARKET FUND - 0.7%
	120,166	First American Treasury Obligations Fund, Class X, 5.04%(d) (Cost $120,166)		120,166
		TOTAL INVESTMENTS - 101.0% (Cost $15,870,503)	$	17,398,966
		LIABILITIES IN EXCESS OF OTHER ASSETS - (1.0)%		(174,142	)
		NET ASSETS - 100.0%	$	17,224,824

CVR - Contingent Value Right

L.P. - Limited Partnership

REIT - Real Estate Investment Trust

^(a) Non-income producing security.

^(b) Amount represents less than 0.05%.

^(c) Fair value was determined using significant unobservable inputs. See Note 2.

^(d) Rate disclosed is the seven day effective yield as of June 30, 2023.

See accompanying notes to financial statements.

44

Acclivity Funds

STATEMENTS OF ASSETS AND LIABILITIES (Unaudited)

June 30, 2023

	Acclivity Mid Cap			Acclivity Small Cap
	Multi-Style Fund			Value Fund
ASSETS
Investment securities:
At cost	$	722,408		$	15,870,503
At value	$	796,837		$	17,398,966
Receivable for investments sold		—			4,379
Receivable for Fund shares sold		—			32,860
Dividends and interest receivable		561			14,029
Receivable due from Adviser		20,686			37,830
Prepaid expenses and other assets		2,377			—
TOTAL ASSETS		820,461			17,488,064
LIABILITIES
Payable for investments purchased		—			73,323
Payable for Fund shares redeemed		—			170,484
Audit fees payable		6,705			4,871
Distribution (12b-1) fees payable		—			3
Payable to related parties		3,997			4,285
Accrued expenses and other liabilities		5,939			10,274
TOTAL LIABILITIES		16,641			263,240
NET ASSETS	$	803,820		$	17,224,824
Net Assets Consist Of:
Paid in capital	$	747,309		$	15,992,045
Accumulated earnings		56,511			1,232,779
NET ASSETS	$	803,820		$	17,224,824
Net Asset Value Per Share:
Class I Shares:
Net Assets	$	803,807		$	17,208,124
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)		64,284			1,048,408
Net asset value (Net Assets ÷ Shares Outstanding), offering price and redemption price per share	$	12.50		$	16.41
Class N Shares:
Net Assets	$	13		$	16,700
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)		1			1,008
Net asset value (Net Assets ÷ Shares Outstanding), offering price and redemption price per share	$	12.50	(a)	$	16.57

(a) Net asset value may not recalculate due to the rounding of net assets and/or shares outstanding.

See accompanying notes to financial statements.

45

Acclivity Funds

STATEMENTS OF OPERATIONS (Unaudited)

For the Six Months Ended June 30, 2023

	Acclivity Mid Cap			Acclivity Small Cap
	Multi-Style Fund			Value Fund
INVESTMENT INCOME
Dividends (Foreign Taxes Withheld - $1 and $30, respectively)	$	4,059		$	151,185
Interest		522			3,219
TOTAL INVESTMENT INCOME		4,581			154,404
EXPENSES
Investment advisory fees		852			31,482
Distribution (12b-1) fees:
Class N		—			14
Administration fees		9,097			17,419
Transfer agent fees		13,732			14,610
Registration fees		1,108			26,656
Trustees’ fees		15,870			17,212
Legal fees		12,022			13,512
Audit fees		7,177			7,155
Shareholder reporting expense		2,478			10,444
Compliance officer fees		3,107			3,065
Third party administrative servicing fees		—			3,886
Custody fees		2,277			606
Fund accounting fees		58			3,317
Insurance expense		624			880
Other expenses		2,968			3,766
TOTAL EXPENSES		71,370			154,024
Less: Fees waived/reimbursed by the Adviser		(70,296	)		(115,237	)
NET EXPENSES		1,074			38,787
NET INVESTMENT INCOME		3,507			115,617
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS
Net realized loss from investments		(16,932	)		(248,447	)
Net change in unrealized appreciation on investments		53,791			1,112,431
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS		36,859			863,984
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	40,366		$	979,601

See accompanying notes to financial statements.

46

Acclivity Mid Cap Multi-Style Fund

STATEMENTS OF CHANGES IN NET ASSETS

	For the Six Months Ended			For the Year Ended
	June 30, 2023			December 31,
	(Unaudited)			2022
FROM OPERATIONS
Net investment income	$	3,507		$	5,476
Net realized loss from investments		(16,932	)		(4,834	)
Net change in unrealized appreciation/(depreciation) of investments		53,791			(32,413	)
Net increase/(decrease) in net assets resulting from operations		40,366			(31,771	)
DISTRIBUTIONS TO SHAREHOLDERS
Class I		—			(14,317	)
Class N		—			(0	) ^
Net decrease in net assets from distributions to shareholders		—			(14,317	)
FROM SHARES OF BENEFICIAL INTEREST
Proceeds from shares sold
Class I		300,000			199,500
Net asset value of shares issued in reinvestment of distributions
Class I		—			14,317
Class N		—			0	^
Net increase in net assets from shares of beneficial interest		300,000			213,817
TOTAL INCREASE IN NET ASSETS		340,366			167,729
NET ASSETS
Beginning of Year/Period		463,454			295,725
End of Year/Period	$	803,820		$	463,454
SHARE ACTIVITY - CLASS I
Shares sold		24,630			16,354
Shares reinvested		—			1,208
Net increase in shares of beneficial interest outstanding		24,630			17,562
SHARE ACTIVITY - CLASS N
Shares reinvested		—			0	#
Net increase in shares of beneficial interest outstanding		—			—

^ Amount represents less than $0.50.

# Amount represents less than 0.50 shares.

See accompanying notes to financial statements.

47

Acclivity Small Cap Value Fund

STATEMENTS OF CHANGES IN NET ASSETS

	For the Six Months Ended			For the Year Ended
	June 30, 2023			December 31,
	(Unaudited)			2022
FROM OPERATIONS
Net investment income	$	115,617		$	167,383
Net realized loss from investments		(248,447	)		(102,705	)
Net change in unrealized appreciation/(depreciation) of investments		1,112,431			(300,398	)
Net increase/(decrease) in net assets resulting from operations		979,601			(235,720	)
DISTRIBUTIONS TO SHAREHOLDERS
Class I		—			(634,775	)
Class N		—			(437	)
Net decrease in net assets from distributions to shareholders		—			(635,212	)
FROM SHARES OF BENEFICIAL INTEREST
Proceeds from shares sold
Class I		3,750,993			10,353,500
Class N		5,200			10,100
Net asset value of shares issued in reinvestment of distributions
Class I		—			510,446
Class N		—			437
Payments for shares redeemed
Class I		(2,958,062	)		(5,204,963	)
Net increase in net assets from shares of beneficial interest		798,131			5,669,520
TOTAL INCREASE IN NET ASSETS		1,777,732			4,798,588
NET ASSETS
Beginning of Year/Period		15,447,092			10,648,504
End of Year/Period	$	17,224,824		$	15,447,092
SHARE ACTIVITY - CLASS I
Shares sold		233,840			658,476
Shares reinvested		—			32,637
Shares redeemed		(190,216	)		(321,772	)
Net increase in shares of beneficial interest outstanding		43,624			369,341
SHARE ACTIVITY - CLASS N
Shares sold		318			662
Shares reinvested		—			27
Net increase in shares of beneficial interest outstanding		318			689

See accompanying notes to financial statements.

48

Acclivity Mid Cap Multi-Style Fund

FINANCIAL HIGHLIGHTS

Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Year/Period

	Class I
	Six Months Ended			Year Ended			Year Ended			Period* Ended
	June 30, 2023			December 31,			December 31,			December 31,
	(Unaudited)			2022			2021			2020
Net asset value, beginning of year/period	$	11.69		$	13.39		$	11.04		$	10.00
Activity from investment operations:
Net investment income (1)		0.09			0.17			0.13			0.10
Net realized and unrealized gain/(loss) on investments		0.72			(1.49	)		2.40			0.94
Total from investment operations		0.81			(1.32	)		2.53			1.04
Less distributions from:
Net investment income		—			(0.15	)		(0.18	)		—
Net realized gains		—			(0.23	)		(0.00	) (8)		—
Total distributions		—			(0.38	)		(0.18	)		—
Net asset value, end of year/period	$	12.50		$	11.69		$	13.39		$	11.04
Total return (2)		6.93	% (3)		(9.95	)%		22.93	%		10.40	% (3)
Net assets, at end of year/period (000s)	$	804		$	463		$	296		$	142
Ratio of gross expenses to average net assets (4)(5)		29.22	% (6)		35.65	%		53.69	%		97.49	% (6)
Ratio of net expenses to average net assets (5)		0.44	% (6)		0.44	%		0.44	%		0.47	% (6)
Ratio of net investment income to average net assets (5)(7)		1.44	% (6)		1.38	%		1.05	%		1.07	% (6)
Portfolio turnover rate		16	% (3)		27	%		40	%		47	% (3)

* The inception date of the Acclivity Mid Cap Multi-Style Fund was December 31, 2019 and the Fund commenced operations on January 2, 2020.

(1) Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the year/period.

(2) Had the Adviser not waived a portion of the Fund’s expenses, total returns would have been lower.

(3) Not annualized.

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

(5) Does not include the expenses of other investment companies in which the Fund invests.

(6) Annualized.

(7) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by underlying investment companies in which the Fund invests.

(8) Amount represents less than $0.005 per share.

See accompanying notes to financial statements.

49

Acclivity Mid Cap Multi-Style Fund

FINANCIAL HIGHLIGHTS

Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Year/Period

	Class N
	Six Months Ended			Year Ended			Year Ended			Period* Ended
	June 30, 2023			December 31,			December 31,			December 31,
	(Unaudited)			2022			2021			2020
Net asset value, beginning of year/period	$	11.69		$	13.39		$	11.04		$	10.00
Activity from investment operations:
Net investment income (1)		0.09			0.17			0.13			0.10
Net realized and unrealized gain/(loss) on investments		0.72			(1.49	)		2.40			0.94
Total from investment operations		0.81			(1.32	)		2.53			1.04
Less distributions from:
Net investment income		—			(0.15	)		(0.18	)		—
Net realized gains		—			(0.23	)		(0.00	) (9)		—
Total distributions		—			(0.38	)		(0.18	)		—
Net asset value, end of year/period	$	12.50		$	11.69		$	13.39		$	11.04
Total return (2)		6.93	% (3)		(9.95	)%		22.93	%		10.40	% (3)
Net assets, at end of year/period (4)	$	13		$	12		$	14		$	11
Ratio of gross expenses to average net assets (5)(6)		29.47	% (7)		35.90	%		53.94	%		97.74	% (7)
Ratio of net expenses to average net assets (6)		0.69	% (7)		0.69	%		0.69	%		0.72	% (7)
Ratio of net investment income to average net assets (6)(8)		1.19	% (7)		1.13	%		0.80	%		0.82	% (7)
Portfolio turnover rate		16	% (3)		27	%		40	%		47	% (3)

* The inception date of the Acclivity Mid Cap Multi-Style Fund was December 31, 2019 and the Fund commenced operations on January 2, 2020.

(1) Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the year/period.

(2) Had the Adviser not waived a portion of the Fund’s expenses, total returns would have been lower.

(3) Not annualized.

(4) Represents actual net assets.

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

(6) Does not include the expenses of other investment companies in which the Fund invests.

(7) Annualized.

(8) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by underlying investment companies in which the Fund invests.

(9) Amount represents less than $0.005 per share.

See accompanying notes to financial statements.

50

Acclivity Small Cap Value Fund

FINANCIAL HIGHLIGHTS

Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Year/Period

	Class I
	Six Months Ended			Year Ended			Year Ended			Year Ended			Period* Ended
	June 30, 2023			December 31,			December 31,			December 31,			December 31,
	(Unaudited)			2022			2021			2020			2019
Net asset value, beginning of year/period	$	15.36		$	16.76		$	12.39		$	11.76		$	10.00
Activity from investment operations:
Net investment income (1)		0.11			0.22			0.25			0.21			0.15
Net realized and unrealized gain/(loss) on investments		0.94			(0.94	)		4.53			0.67			1.69
Total from investment operations		1.05			(0.72	)		4.78			0.88			1.84
Less distributions from:
Net investment income		—			(0.17	)		(0.20	)		(0.01	)		(0.08	)
Net realized gains		—			(0.51	)		(0.21	)		(0.24	)		—
Total distributions		—			(0.68	)		(0.41	)		(0.25	)		(0.08	)
Net asset value, end of year/period	$	16.41		$	15.36		$	16.76		$	12.39		$	11.76
Total return (2)		6.84	% (6)		(4.38	)%		38.60	%		7.51	%		18.44	% (6)
Net assets, at end of year/period (000s)	$	17,208		$	15,436		$	10,648		$	2,825		$	2,827
Ratio of gross expenses to average net assets (3)(4)		1.91	% (5)		1.99	%		3.63	%		5.62	%		14.59	% (5)
Ratio of net expenses to average net assets (4)		0.48	% (5)		0.48	%		0.48	%		0.54	%		0.67	% (5)
Ratio of net investment income to average net assets (4)(7)		1.43	% (5)		1.38	%		1.53	%		2.12	%		1.34	% (5)
Portfolio turnover rate		19	% (6)		59	%		60	%		65	%		166	% (6)

* The inception date of the Acclivity Small Cap Value Fund was December 31, 2018 and the Fund commenced operations on January 2, 2019.

(1) Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the year/period.

(2) Had the Adviser not waived a portion of the Fund’s expenses, total returns would have been lower.

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

(4) Does not include the expenses of other investment companies in which the Fund invests.

(5) Annualized.

(6) Not annualized.

(7) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the underlying investment companies in which the Fund invests.

See accompanying notes to financial statements.

51

Acclivity Small Cap Value Fund

FINANCIAL HIGHLIGHTS

Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Year/Period

	Class N
	Six Months Ended			Year Ended			Year Ended			Year Ended			Period* Ended
	June 30, 2023			December 31,			December 31,			December 31,			December 31,
	(Unaudited)			2022			2021			2020			2019
Net asset value, beginning of year/period	$	15.52		$	16.91		$	12.37		$	11.75		$	10.00
Activity from investment operations:
Net investment income (1)		0.09			0.20			0.16			0.26			0.16
Net realized and unrealized gain/(loss) on investments		0.96			(0.92	)		4.59			0.61			1.67
Total from investment operations		1.05			(0.72	)		4.75			0.87			1.83
Less distributions from:
Net investment income		—			(0.16	)		—			(0.01	)		(0.08	)
Net realized gains		—			(0.51	)		(0.21	)		(0.24	)		—
Total distributions		—			(0.67	)		(0.21	)		(0.25	)		(0.08	)
Net asset value, end of year/period	$	16.57		$	15.52		$	16.91		$	12.37		$	11.75
Total return (2)		6.77	% (6)		(4.35	)%		38.40	%		7.43	%		18.34	% (6)
Net assets, at end of year/period (000s)	$	17		$	11		$	18	(7)	$	10		$	12	(7)
Ratio of gross expenses to average net assets (3)(4)		2.14	% (5)		1.54	%		3.88	%		5.87	%		81.62	% (5)
Ratio of net expenses to average net assets (4)		0.73	% (5)		0.73	%		0.73	%		0.79	%		0.92	% (5)
Ratio of net investment income to average net assets (4)(8)		1.17	% (5)		1.25	%		1.28	%		1.87	%		1.44	% (5)
Portfolio turnover rate		19	% (6)		59	%		60	%		65	%		166	% (6)

* The inception date of the Acclivity Small Cap Value Fund was December 31, 2018 and the Fund commenced operations on January 2, 2019.

(1) Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the year/period.

(2) Had the Adviser not waived a portion of the Fund’s expenses, total returns would have been lower.

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

(4) Does not include the expenses of other investment companies in which the Fund invests.

(5) Annualized.

(6) Not annualized.

(7) Represents actual net assets.

(8) Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the underlying investment companies in which the Fund invests.

See accompanying notes to financial statements.

52

Acclivity Funds

NOTES TO FINANCIAL STATEMENTS (Unaudited)

June 30, 2023

1. ORGANIZATION

The Acclivity Mid Cap Multi-Style Fund (the “Mid Cap Fund”) and Acclivity Small Cap Value Fund (the “Small Cap Fund”) (each a “Fund,” collectively the “Funds”) are each a 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 are registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as open-end management investment companies. The inception date of the Mid Cap Fund was December 31, 2019, and the Mid Cap Fund commenced operations on January 2, 2020. The inception date of the Small Cap Fund was December 31, 2018, and the Small Cap Fund commenced operations on January 2, 2019. The Funds seek long term capital appreciation.

The Funds currently offer Class I shares and Class N shares. Class I and Class N shares are offered at net asset value without an initial sales charge. Class N shares are subject to a 0.25% Rule 12b-1 distribution and shareholder servicing fee. Each class represents an interest in the same assets of a Fund and classes are identical except for differences in 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 shareholder service and/or distribution plans.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by the Funds in preparation of their 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 Funds are each an investment company 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”.

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.

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

53

Acclivity Funds

NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)

June 30, 2023

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 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.

Each Fund utilizes various methods to measure fair value of all of its 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 each 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

54

Acclivity Funds

NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)

June 30, 2023

instrument in 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 a 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 June 30, 2023 for each Fund’s assets measured at fair value:

Acclivity Mid Cap Multi-Style Fund
Assets *	Level 1		Level 2		Level 3		Total
Common Stocks	$	783,522	$	—	$	7	$	783,529
Partnership Shares		4,096		—		—		4,096
Money Market Fund		9,212		—		—		9,212
Total	$	796,830	$	—	$	7	$	796,837
Acclivity Small Cap Value Fund
Assets *	Level 1		Level 2		Level 3		Total
Business Development Company	$	14,846	$	—	$	—	$	14,846
Common Stocks		17,227,132		—		—		17,227,132
Partnership Shares		31,536		—		—		31,536
Rights		—		—		5,286		5,286
Money Market Fund		120,166		—		—		120,166
Total	$	17,393,680	$	—	$	5,286	$	17,398,966

* See each Fund’s Schedule of Investments for classification.

55

Acclivity Funds

NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)

June 30, 2023

The following table is a reconciliation of assets in which Level 3 inputs were used in determining value for the Acclivity Mid Cap Multi-Style Fund:

	ABIOMED, Inc.
Beginning Balance	$	7
Total realized gain/(loss)		—
Unrealized Appreciation/(Depreciation)		—
Cost of Purchases		—
Proceeds from Sales		—
Proceeds from Principal		—
Accrued Interest		—
Net transfers in/out of level 3		—
Ending Balance	$	7

The following table is a reconciliation of assets in which Level 3 inputs were used in determining value for the Acclivity Small Cap Value Fund:

	Pineapple Energy,		Resolute Forest
	Inc.		Products, Inc. - CVR		Zagg CVR*
Beginning Balance	$	6	$	0	$	0
Total realized gain/(loss)		—		—		—
Unrealized
Appreciation/(Depreciation)		—		—		—
Cost of Purchases		—	$	5,280		—
Proceeds from Sales		—		—		—
Proceeds from Principal		—		—		—
Accrued Interest		—		—		—
Net transfers in/out of level 3		—		—		—
Ending Balance	$	6	$	5,280	$	0

* As of June 30, 2023, the Acclivity Small Cap Value Fund did not hold Zagg CVR.

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. Each Fund’s 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.

56

Acclivity Funds

NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)

June 30, 2023

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) 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 – Each Fund intends to continue to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of their taxable income to their shareholders. Therefore, no provision for federal income tax is required. The Funds recognize 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 each 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 the Small Cap Fund’s December 31, 2019 year -end or the Small Cap Fund’s and Mid Cap Fund’s December 31, 2020-December 31, 2021 year end, or expected to be taken in the Funds’ December 31, 2022 tax returns. Each Fund has identified its major tax jurisdictions as U.S. Federal, Ohio, and foreign jurisdictions where the Funds make significant investments. 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.

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.

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 a Fund that have not yet occurred. However, based on experience, the Funds expect the risk of loss due to these warranties and indemnities to be remote.

3. INVESTMENT TRANSACTIONS

For the six months ended June 30, 2023, cost of purchases and proceeds from sales of portfolio securities, other than short-term investments, amounted to:

	Purchases		Sales
Mid Cap	$	371,824	$	84,711
Small Cap		4,148,694		3,090,212

57

Acclivity Funds

NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)

June 30, 2023

4. INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES

Innealta Capital, LLC (the “Adviser”) serves as investment adviser to the Funds. Pursuant to an 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. The Funds pay the Adviser a management fee at an annual rate of 0.35% and 0.39% of the Mid Cap Fund’s and Small Cap Fund’s average daily net assets, respectively. For the six months ended June 30, 2023, the Adviser earned $852 and $31,482 from the Mid Cap Fund and Small Cap Fund, respectively.

Pursuant to a written contract (the “Waiver Agreement”), the Adviser has agreed, at least until April 30, 2024, to waive a portion of its advisory fee and has agreed to reimburse each Fund for other expenses to the extent necessary so that the total expenses incurred by each Fund (excluding any front-end or contingent deferred sales loads, brokerage fees and commissions, acquired fund fees and expenses, borrowing costs (such as interest and dividend expense on securities sold short), taxes and extraordinary expenses such as litigation) do not exceed 0.44% and 0.69% for Class I and Class N shares of the Mid Cap Fund, respectively, and 0.48% and 0.73% for Class I and Class N shares of the Small Cap Fund, respectively.

If the Adviser waives any fee or reimburses any expenses pursuant to the Waiver Agreement for a Fund, and a Fund’s operating expenses are subsequently lower than its respective expense limitation, the Adviser shall be entitled to reimbursement by a Fund provided that such reimbursement does not cause a Fund’s operating expenses to exceed its expense limitation. If a Fund’s operating expenses subsequently exceed its expense limitation, the reimbursements for a Fund shall be suspended. The Adviser may seek reimbursement only for expenses waived or paid by it during the rolling three 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 Board may terminate this expense reimbursement arrangement at any time. For the six months ended June 30, 2023, the Adviser waived advisory fees and reimbursed the Mid Cap Fund and Small Cap Fund for expenses in the amounts of $70,296 and $115,237, respectively.

The following amounts are subject to recapture by the Funds by the following date:

	12/31/2023		12/31/2024		12/31/2025
Mid Cap	$	107,373	$	142,515	$	139,862
Small Cap	$	117,329	$	161,991	$	182,812

As of December 31, 2022, $135,510 in waived fees expired unrecouped for the Small Cap Fund.

Distributor – The distributor for the Funds is Northern Lights Distributors, LLC (the “Distributor”). The Board has adopted the Trust’s Master Distribution and Shareholder Servicing Plans for Class N shares (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act to pay for ongoing distribution-related activities or shareholder services. Under the Plan, the Funds are permitted to pay a fee at an annual rate of 0.25% of the average daily net assets of Class N shares. For the six months ended June 30,

58

Acclivity Funds

NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)

June 30, 2023

2023, pursuant to the Class N Plan, the Mid Cap Fund and Small Cap Fund incurred $0 and $14 in 12b-1 fees, respectively.

The Distributor acts as the Funds’ principal underwriter in a continuous public offering of each Fund’s shares. For the six months ended June 30, 2023, the Funds did not pay the Distributor any underwriting fees.

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

Ultimus Fund Solutions, LLC (“UFS”) – 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 Funds pay UFS customary fees for providing administration, fund accounting, and transfer agency services to the Funds. Certain officers of the Trust are also officers of UFS and are not paid any fees directly by the Funds 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.

5. AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION – TAX BASIS

The identified cost of investments in securities owned by each Fund for federal income tax purposes, and its respective gross unrealized appreciation and depreciation at June 30, 2023, were as follows:

	Tax		Gross Unrealized		Gross Unrealized			Net Unrealized
	Cost		Appreciation		Depreciation			Appreciation
Mid Cap Fund	$	722,079	$	93,495	$	(18,737	)	$	74,758
Small Cap Fund		15,873,697		2,952,909		(1,427,640	)		1,525,269

59

Acclivity Funds

NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)

June 30, 2023

6. SHAREHOLDERS & TAX COMPONENTS OF CAPITAL

The tax character of fund distributions paid for the years ended December 31, 2022 and December 31, 2021 was as follows:

For fiscal year ended	Ordinary		Long-Term
12/31/2022	Income		Capital Gains		Total
Mid Cap Fund	$	5,654	$	8,663	$	14,317
Small Cap Fund		157,254		477,958		635,212
For fiscal year ended	Ordinary		Long-Term
12/31/2021	Income		Capital Gains		Total
Mid Cap Fund	$	3,888	$	70	$	3,958
Small Cap Fund		119,643		136,481		256,124

As of December 31, 2022, the components of accumulated earnings/(deficit) on a tax basis were as follows:

	Undistributed		Undistributed					Capital Loss			Other		Unrealized		Total
	Ordinary		Long-Term		Post October			Carry			Book/Tax		Appreciation/		Accumulated
	Income		Capital Gains		Loss			Forwards			Differences		(Depreciation)		Earnings
Mid Cap Fund	$	—	$	—	$	(4,417	)	$	(405	)	$	—	$	20,967	$	16,145
Small Cap Fund		—		—		(159,660	)		—			—		412,838		253,178

The difference between book basis and tax basis undistributed net investment income/(loss), accumulated net realized gain/(loss), and unrealized appreciation/(depreciation) from investments is primarily attributable to the tax deferral of losses on wash sales, adjustments for partnerships, and C-Corporation return of capital distributions.

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 Funds incurred and elected to defer such capital losses as follows:

	Post October
	Losses
Mid Cap Fund	$	4,417
Small Cap Fund		159,660

60

Acclivity Funds

NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)

June 30, 2023

At December 31, 2022, the Funds had capital loss carry forwards for federal income tax purposes available to offset future capital gains as follows:

	Expiring		Short-Term		Long-Term		Total		CLCF Utilized
Mid Cap Fund	$	—	$	405	$	—	$	405	$	—
Small Cap Fund		—		—		—		—		—

Permanent book and tax differences, primarily attributable to the book/tax basis treatment of distributions in excess, resulted in reclassifications for the Funds for the fiscal year ended December 31, 2022, as follows:

	Paid In			Accumulated
	Capital			Earnings (Losses)
Mid Cap Fund	$	(440	)	$	440
Small Cap Fund		(9,210	)		9,210

7. 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 June 30, 2023, beneficial ownership in excess of 25% for the Funds is as follows:

		% of
		Outstanding
	Beneficial Owner	Shares
Mid Cap Fund	Innealta Capital, LLC	100%
Small Cap Fund	Charles Schwab & Co.	32%
	National Financial Services, LLC	40%

The Trust has no knowledge as to whether all or any portion of the shares owned of record are also owned beneficially.

8. SUBSEQUENT EVENTS

Subsequent events after the date of the Statements 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.

61

Acclivity Funds

EXPENSE EXAMPLES (Unaudited)

June 30, 2023

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs including redemption fees; and (2) ongoing costs, including advisory 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 the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2023 through June 30, 2023.

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 Funds’ actual expense ratios and an assumed rate of return of 5% per year before expenses, which are not the Funds’ actual returns. 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 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				Expenses Paid		Annualized
		Account Value		Ending Account		During Period *		Expense Ratio
Actual		1/1/23		Value 6/30/23		1/1/23-6/30/23		During Period
Acclivity Mid Cap Multi-Style Fund
	Class I	$	1,000.00	$	1,069.30	$	2.26		0.44	%
	Class N		1,000.00		1,069.30		3.54		0.69	%
Acclivity Small Cap Value Fund
	Class I	$	1,000.00	$	1,068.40	$	2.46		0.48	%
	Class N		1,000.00		1,067.70		3.74		0.73	%
Hypothetical (5% return before Expenses)
Acclivity Mid Cap Multi-Style Fund
	Class I	$	1,000.00	$	1,022.61	$	2.21		0.44	%
	Class N		1,000.00		1,021.37		3.46		0.69	%
Acclivity Small Cap Value Fund
	Class I	$	1,000.00	$	1,022.41	$	2.41		0.48	%
	Class N		1,000.00		1,021.17		3.66		0.73	%

* Expenses are equal to the average account value over the period, multiplied by a Fund’s annualized expense ratio, multiplied by the number of days in the period (181) divided by the number of days in the fiscal year (365).

62

Acclivity Funds

SUPPLEMENTAL INFORMATION (Unaudited)

June 30, 2023

FACTORS CONSIDERED BY THE TRUSTEES IN THE APPROVAL OF THE RENEWAL OF THE 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 Acclivity Mid Cap Multi-Style Fund (“Acclivity Mid Cap”) and the Acclivity Small Cap Value Fund (“Acclivity Small Cap Value”, and collectively with Acclivity Mid Cap, the “Funds”) and Innealta Capital, LLC (“Innealta”) (the “Innealta Advisory Agreement”).

Based on their evaluation of the information provided by Innealta in conjunction with Acclivity Small Cap Value’s and Acclivity’ Mid Cap’s other service providers, the Board, by a unanimous vote (including a separate vote of the Independent Trustees), approved the renewal of the Innealta Advisory Agreement with respect to Acclivity Small Cap Value and Acclivity Mid Cap.

In advance of the Meeting, the Board requested and received materials to assist them in considering the renewal of the Innealta Advisory Agreement. The materials provided contained information with respect to the factors enumerated below, including the Innealta 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 Innealta Advisory Agreement and comparative information relating to the advisory fee and other expenses of Acclivity Small Cap Value and Acclivity Mid Cap. The materials also included due diligence materials relating to Innealta (including due diligence questionnaires completed by Innealta, select financial information of Innealta, bibliographic information regarding Innealta’s key management and investment advisory personnel, and comparative fee information relating to Acclivity Small Cap Value and Acclivity Mid Cap) 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 reviewed and discussed the written materials that were provided in advance of the Meeting and deliberated on the renewal of the Innealta Advisory Agreement with respect to Acclivity Small Cap Value and Acclivity Mid Cap. 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 Innealta 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 Innealta Advisory Agreement. In considering the approval of the renewal of the Innealta Advisory Agreement, the Board reviewed and analyzed various factors that they determined were relevant, including the factors enumerated below.

63

Acclivity Funds

SUPPLEMENTAL INFORMATION (Unaudited)(Continued)

June 30, 2023

Nature, Extent and Quality of Services. The Board then reviewed materials provided by Innealta related to the approval of the renewal of the Innealta Advisory Agreement, including Innealta’s Form ADV and related schedules, a description of the manner in which investment decisions are made and executed, a review of the personnel performing services for each of Acclivity Small Cap Value and Acclivity Mid-Cap, including the team of individuals that primarily monitor and execute the investment process. The Board discussed the extent of Innealta’s research capabilities, the quality of Innealta’s compliance infrastructure and the experience of its management personnel. The Board noted the addition of Dr. Glenn Freed as an investment strategist and portfolio manager for certain of the Funds. Additionally, the Board received satisfactory responses from the representative of Innealta with respect to a series of important questions, including: whether Innealta was involved in any lawsuits or pending regulatory actions; whether the management of other accounts would conflict with its management of Acclivity Small Cap Value and Acclivity Mid-Cap; whether there were procedures in place to adequately allocate trades among its respective clients; and whether Innealta’s CCO would routinely review the portfolio managers’ performance of their duties to ensure compliance under Innealta’s compliance program. The Board also reviewed the information provided on the practices for monitoring compliance with each of Acclivity Small Cap Value and Acclivity Mid-Cap’s investment limitations. The Board also discussed details of Innealta’s compliance program with the CCO of the Trust. The Board noted that the CCO of the Trust continued to represent that Innealta’s policies and procedures were reasonably designed to prevent violations of applicable federal securities laws. The Board also noted Innealta’s representation that the prospectus and statement of additional information for Acclivity Small Cap Value and Acclivity Mid-Cap accurately describe such Fund’s investment strategies. The Board then reviewed the capitalization of Innealta based on financial information provided, and representations made by Innealta and its representatives, and concluded that Innealta was sufficiently well-capitalized, or Innealta’s owners had the ability to make additional contributions, in order to meet its obligations to each of Acclivity Small Cap Value and Acclivity Mid-Cap. The Board concluded that Innealta had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the Innealta Advisory Agreement and that the nature, overall quality and extent of the management services to be provided by Innealta to each of Acclivity Small Cap Value and Acclivity Mid-Cap were satisfactory.

64

Acclivity Funds

SUPPLEMENTAL INFORMATION (Unaudited)(Continued)

June 30, 2023

Performance. The Board then discussed the reports prepared by Broadridge and reviewed the performance of one year, three year and since inception periods ended September 30, 2022 for Acclivity Small Cap Value and the one year and since inception periods ended September 30, 2022 for Acclivity Mid-Cap. With respect to Acclivity Small Cap Value, the Board noted that Acclivity Small Cap Value outperformed the peer group median, Morningstar category median and its benchmark (the S&P 500 Total Return Index) for the one year and three year periods, and outperformed the peer group median and Morningstar category median, but underperformed its benchmark, for the since inception period. With respect to Acclivity Mid-Cap, the Board noted that Acclivity Mid-Cap outperformed the peer group median, Morningstar category median (Mid-Cap blend category) and benchmark (the S&P 500 Total Return Index) for the one year period and outperformed the peer group median and Morningstar category median, but underperformed the benchmark, for the since inception period The Board noted the portfolio managers’ ability to manage risk and the recent addition of investment team personnel. After further discussion, the Board concluded that each of Acclivity Mid-Cap and Acclivity Small Cap Value’s past performance was acceptable and generally in line with its risk level.

Fees and Expenses. As to the costs of the services to be provided by Innealta, the Board reviewed and discussed each of Acclivity Small Cap Value and Acclivity Mid-Cap’s advisory fee and total operating expenses as compared to its peer group and its Morningstar category as presented in the Morningstar Report. The Board reviewed the contractual arrangements, noting that Innealta charges an advisory fee at an annual rate of 0.39% and 0.35% of the average daily net assets of Acclivity Small Cap Value and Acclivity Mid-Cap, respectively, under the Innealta Advisory Agreement. The Board noted the advisory fee for Acclivity Small Cap Value and Acclivity Mid-Cap was significantly lower than the peer group median and Morningstar category median. The Board also reviewed the net expenses for each of Acclivity Small Cap Value and Acclivity Mid-Cap as compared to its peer group and Morningstar category. The Board then reviewed the Operating Expenses Limitation Agreement noting that Innealta had agreed to waive or limit its advisory fee and/or reimburse expenses at least until April 30, 2024, in order to limit net annual operating expenses, exclusive of certain fees, so as not to exceed 0.48% and 0.73% of Acclivity Small Cap Value’s average net assets for Class I and Class N shares, respectively, and 0.44% and 0.69% of Acclivity Mid-Cap’s average net assets for Class I and Class N shares, respectively, and found such arrangements to be beneficial to shareholders. The Board concluded that, based on Innealta’s experience, expertise and services provided to each of Acclivity Small Cap Value and Acclivity Mid-Cap, the advisory fee charged by Innealta for each of Acclivity Small Cap Value and Acclivity Mid-Cap was not unreasonable.

Profitability. The Board also considered the level of profits that could be expected to accrue to Innealta with respect to each of Acclivity Small Cap Value and Acclivity Mid-Cap based on profitability reports and analyses prepared by Innealta and reviewed by the Board and the selected financial information of Innealta provided by Innealta. After review and discussion, the Board concluded that the anticipated profit from Innealta’s relationship with each of Acclivity Small Cap Value and Acclivity Mid-Cap was not excessive.

65

Acclivity Funds

SUPPLEMENTAL INFORMATION (Unaudited)(Continued)

June 30, 2023

Economies of Scale. As to the extent to which each of Acclivity Small Cap Value and Acclivity Mid-Cap 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 Acclivity Small Cap Value and Acclivity Mid-Cap, and Innealta’s expectations for growth, and concluded that any material economies of scale would likely not be achieved in the near term.

Conclusion. Having requested and received such information from Innealta as the Board believed to be reasonably necessary to evaluate the terms of the Innealta Advisory Agreement, and as assisted by the advice of independent counsel, the Board, including a majority of the Independent Trustees voting separately, determined that (a) the terms of the Innealta Advisory Agreement are not unreasonable with respect to Acclivity Mid Cap and Acclivity Small Cap Value; (b) the investment advisory fee payable for Acclivity Mid Cap and Acclivity Small Cap Value pursuant to the Innealta Advisory Agreement is not unreasonable; and (c) the Innealta Advisory Agreement is in the best interests of Acclivity Mid Cap and Acclivity Small Cap Value and its shareholders. In considering the renewal of the Innealta 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 Innealta Advisory Agreement was in the best interest of Acclivity Mid Cap and Acclivity Small Cap Value and its 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 Innealta Advisory Agreement.

66

Acclivity Funds

SUPPLEMENTAL INFORMATION (Unaudited)

June 30, 2023

Change in Independent Registered Public Accounting Firm

On March 9, 2023, BBD LLP (“BBD”) ceased to serve as the independent registered public accounting firm of the Funds. The Audit Committee of the Board of Trustees approved the replacement of BBD as a result of Cohen & Company, Ltd.’s (“Cohen”) acquisition of BBD’s investment management group.

The reports of BBD on the financial statements of the Funds as of and for the fiscal years ended December 31, 2022 and 2021 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainties, audit scope or accounting principles. During the fiscal year ended December 31, 2022, and during the subsequent interim period through March 9, 2023: (i) there were no disagreements between the registrant and BBD on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of BBD, would have caused it to make reference to the subject matter of the disagreements in its report on the financial statements of the Funds for sucdh years or interim period; and (ii) there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

The registrant requested that BBD furnish it with a letter addressed to the U.S. Securities and Exchange Commission stating that it agrees with the above statements. A copy of such letter is filed as an exhibit to Form N-CSRS.

On February 24, 2023, the Audit Committee of the Board of Trustees also recommended and approved the appointment of Cohen as the Funds’ independent registered public accounting firm for the fiscal year ending December 31, 2023.

During the fiscal years ended December 31, 2021 and December 31, 2022, and during the subsequent interim period through March 9, 2023, neither the registrant, nor anyone acting on its behalf, consulted with Cohen on behalf of the Funds regarding the application of accounting principles to a specified transaction (either completed or proposed), the type of audit opinion that might be rendered on the Funds’ financial statements, or any matter that was either: (i) the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K and the instructions thereto; or (ii) “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K.

67

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

68

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.

69

PROXY VOTING POLICY

Information regarding how the Funds 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 Funds use to determine how to vote proxies is available without charge, upon request, by calling 1-855-873-3837 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
Innealta Capital, LLC
13215 Bee Cave Pkwy, Bldg A, Suite 240
Austin, Texas 78738

ADMINISTRATOR
Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, OH 45246

Acclivity-SAR-23

(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. 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)(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.

(a)(4) Change in registrant’s independent public accountant is filed herewith.

(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 09/05/23

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 09/05/23

By (Signature and Title)

/s/ Erik Naviloff

Erik Naviloff, Principal Financial Officer/Treasurer

Date 09/05/23