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unido
estados
Comisión Nacional del Mercado de Valores
Washington DC. 20549
forma n-csr
informe de accionista certificado de la gerencia registrada
empresas de inversión
Número de archivo de la Ley de Sociedades de Inversión 811-22549
Northern Lights Fund Trust II
(Nombre exacto del registrante como se especifica
en charter)
225 Pictoria Dr, Ste 450 Cincinnati, Ohio 45246
(Dirección de las oficinas ejecutivas principales) (Código postal
código)
Kevin E. Wolf, Gemini Fund Services, LLC.
80 Arkay Drive, Suite 110., Hauppauge, NY 11788
(Nombre y dirección del agente para el servicio)
Número de teléfono del registrante, incluido el código de área: 631-470-2600
Fecha de fin del año fiscal: 31/10
Fecha del período del informe: 31/10/19
Artículo 1. Informes a los accionistas.
 |
| F / m Inversiones European L / S Small Cap Fund |
| Institucional Clase |
| BESMX |
| Inversor Clase |
| BESRX |
| Anual Reporte |
| octubre 31, 2019 |
| 1-844-322-8112 |
| www.fm-invest.com |
| Repartido por Northern Lights Distributors, LLC |
| Miembro FINRA |
Comenzando
el 1 de enero de 2021, según lo permitido por las regulaciones adoptadas por la Securities and Exchange Commission, copias en papel del Fondo
informes de accionistas como este ya no se enviarán por correo, a menos que solicite específicamente copias impresas de los informes.
En cambio, los informes estarán disponibles en el sitio web del Fondo www.fm-invest.com, y se le notificará por correo cada
cada vez que se publica un informe y se le proporciona un enlace al sitio web para acceder al informe.
Si
ya eligió recibir informes de accionistas electrónicamente, no se verá afectado por este cambio y no necesita tomar
cualquier acción. Puede optar por recibir electrónicamente los informes de los accionistas y otras comunicaciones del Fondo comunicándose con su
intermediario financiero (como un corredor de bolsa o banco) o, si es un inversor directo, siguiendo las instrucciones incluidas
con documentos en papel del Fondo que le han enviado por correo.
querido
Accionista,
En
El 11 de octubre de 2019, F / m Investments fue nombrado asesor del F / m Investments European L / S Small Cap Fund (el “Fondo”).
F / m se especializa en capacitar a los gerentes de activos boutique. Estamos entusiasmados de unirnos a SW Mitchell Capital, el fondo original y
Sub-asesor continuo, en el próximo capítulo del Fondo. Si bien el Fondo tiene un nuevo nombre, el Fondo conserva su larga y altamente
sub-asesor experimentado, junto con los recursos nuevos y adicionales de F / m Investments como asesor.
A pesar de que
fuimos asesores solo durante una parte de este año fiscal, hemos seguido al Fondo durante algún tiempo y consultado con el subasesor
en la entrega de esta información.
por
Durante el período de 12 meses que finalizó el 31 de octubre de 2019, el Fondo retornó -7.69%, lo que retrasó su índice, el Rendimiento Neto MSCI Europe Small Cap
Índice USD1, que devolvió 7.28%.
A
Al comienzo del año fiscal, las economías y los mercados europeos enfrentaron múltiples vientos en contra. A medida que avanzaba el año, comenzaron los vientos en contra
a cambio y los cambios positivos estaban ganando impulso en toda Europa.
los
Los vientos en contra anteriores que enfrentaron las principales economías y mercados de toda Europa incluyeron los efectos prolongados de un Brexit sin resolver,
La aversión desde hace mucho tiempo de Alemania al estímulo fiscal (más conocido como schwarze Null o el cero negro) que condujo a un
recesión técnica, protestas laborales y movimientos populistas como los chalecos jaunes (chalecos amarillos) en Francia y el
movimiento populista de cinco estrellas en Italia.
Como
de este escrito, están surgiendo eventos económicos positivos en toda Europa. De mayor impacto y sorpresa, el sustancial de Boris Johnson
La victoria electoral parlamentaria ha preparado el escenario para una conclusión del Brexit. Alemania comenzó un esfuerzo de estímulo fiscal con un "verde"
programa de infraestructura amigable con el clima y ha prometido más estímulo fiscal, con Holanda siguiendo su ejemplo. Presidente francés
Emmanuel Macron resolvió los disturbios laborales al aprobar un paquete de estímulo de miles de millones de euros. Italia eligió un nuevo gobierno más eurocéntrico.
Estos desarrollos han llevado a pronósticos positivos de varias fuentes para el crecimiento económico del Reino Unido y la UE.
En
Paralelamente a las tendencias económicas, creemos que las perspectivas para las acciones europeas, y las pequeñas capitalizaciones en particular, están mejorando.
europeo
las acciones han estado cotizando con descuentos significativos y casi históricos para sus contrapartes estadounidenses. En los últimos años, la equidad europea
los índices tuvieron un rendimiento inferior al de EE. UU., ampliando el descuento de valoración. Además, los descuentos para las acciones europeas de pequeña capitalización han sido incluso
más notable, ya que las políticas de tasas de interés negativas del banco central elevaron los mega capitalizaciones globales con base en Europa, a menudo a expensas
de empresas de base nacional, que son principalmente de pequeña capitalización.
De Europa
La confianza en la política monetaria para levantar las economías, los mercados financieros y el euro parece haber seguido su curso. Avanzando,
La política fiscal deberá reemplazar la política monetaria para acelerar las economías nacionales en todo el continente. Esta tendencia ya es
en marcha, con los países y gobiernos europeos asumiendo el papel de impulsar la recuperación económica y el crecimiento en lugar de confiar
sobre el Banco Central Europeo o el Parlamento Europeo. Las acciones europeas de pequeña capitalización pueden beneficiarse más entre los sectores de renta variable
de estímulo centrado en el país.
Más lejos,
desde el punto de vista de la moneda, el largo mercado alcista para el dólar estadounidense está a punto de relajarse, lo que agrega más ventajas a los valores europeos
y acciones de pequeña capitalización en dólares estadounidenses.
A lo largo
Con desarrollos económicos favorables y un entorno más favorable para las acciones europeas de pequeña capitalización, creemos que el Fondo está preparado
para una posible recuperación.
Terminado
A lo largo de su historia, el Fondo y su estrategia han experimentado reducciones periódicas, ya que las tenencias del Fondo a veces han caído
fuera de favor. Si bien el Fondo ha estado recientemente en dicho período, se ha recuperado de dichos períodos en el pasado. Cada vez,
el subconsejero permaneció disciplinado y comprometido con los tres pilares de su estrategia europea de pequeña capitalización: buscar empresas con
buena gestión, flujo de caja sólido y un catalizador para componer o desbloquear el valor (y lo contrario para posiciones cortas). Tiempo extraordinario,
esta
| 1 | MSCI Europa Small Net Return USD Index mide una canasta de acciones de pequeña capitalización de países europeos desarrollados convertidos al dólar estadounidense y reinvertir después de los dividendos fiscales. Los inversores no pueden invertir directamente en los índices referenciados y no gestionados las devoluciones de índice no reflejan ninguna tarifa, gasto o cargo de venta. Los índices referenciados se muestran para las comparaciones generales del mercado. |
disciplina
ha generado "doble alfa" o alfa positivo acumulativo2 tanto para posiciones largas como cortas. Además,
los retornos en una recuperación después de una disminución descendente del rendimiento han sido significativamente positivos. Seguimos creyendo nuestro enfoque defensivo.
proporciona una forma equilibrada de invertir en las oportunidades especializadas de las acciones europeas de pequeña capitalización.
En
En nombre de todos mis colegas, gracias por su continua inversión en BESMX.
Sinceramente,
Alejandro
Morris
los
el comentario representa la opinión de F / m Investments a partir de octubre de 2019 y está sujeto a cambios en función del mercado y otras condiciones.
Estas opiniones no pretenden ser un pronóstico de eventos futuros, una garantía de resultados futuros o asesoramiento de inversión. Cualquier estadística
aquí se han obtenido de fuentes que se consideran confiables, pero no se puede garantizar la precisión de esta información.
Las opiniones expresadas en este documento pueden cambiar en cualquier momento posterior a la fecha de emisión del presente. La información proporcionada no debe ser
interpretado como una recomendación o una oferta para comprar o vender o la solicitud de una oferta para comprar o vender cualquier fondo o valor.
9102-NLD-12/20/2019
| 2 | Alfa es una medida del rendimiento superior de una seguridad frente a su punto de referencia. |
| F / m Inversiones European L / S Small Cap Fund |
| PORTAFOLIO REVISIÓN (sin auditar) |
| octubre 31, 2019 |
los
Cifras de rendimiento del fondo * para los períodos terminados el 31 de octubre de 2019, en comparación con su índice de referencia:
| Anualizado | Anualizado | Anualizado | ||
| Uno Año |
Cinco Año |
Ya que Inicio ** |
Ya que Inicio *** |
|
| F / m Inversiones European L / S Small Cap Fund Investor Class |
(7,92)% | N / A | 0,11% | N / A |
| F / m Inversiones European L / S Small Cap Fund Clase institucional |
(7,69)% | 1,58% | N / A | 7,16% |
| MSCI Índice de pequeña capitalización de Europa (a) |
7,28% | 6,96% | 5,78% | 3,51% |
Comparación
del cambio en el valor de una inversión de $ 50,000
| * * | los Los datos de rendimiento citados son históricos. El rendimiento pasado no es garantía de resultados futuros. El rendimiento actual puede ser mayor o inferior a los datos de rendimiento citados. El valor principal y el retorno de la inversión de una inversión fluctuarán para que su Las acciones, cuando se canjean, pueden valer más o menos que su costo original. Los rendimientos mostrados no reflejan la deducción de impuestos. que un accionista pagaría por las distribuciones del Fondo o por los reembolsos de acciones del Fondo. Los rendimientos mayores a 1 año son anualizados. El total de gastos operativos como se indica en la tabla de tarifas del folleto del Fondo con fecha del 1 de marzo de 2019 es de 4.00% y 4.30% para el Clase institucional y clase de inversores. Para obtener información actualizada sobre el último mes, llame al 1-844-322-8112. |
| ** ** | Comienzo La fecha es el 30 de diciembre de 2015. |
| *** | Comienzo la fecha es el 31 de octubre de 2007. Los datos de rendimiento de las acciones de Clase Institucional incluyen el fondo de cobertura predecesor del Fondo. |
| (un) | los El índice MSCI Europe Small Cap Captura la representación de pequeña capitalización en los 15 países de mercados desarrollados en Europa. Con 918 componentes, el índice cubre aproximadamente el 14% de la capitalización de mercado ajustada por flotación libre en el universo de renta variable europea. Índice de devoluciones asumir la reinversión de dividendos. Los inversores no pueden invertir en el Índice directamente; a diferencia de los rendimientos del Fondo, el Índice no reflejar cualquier tarifa o gasto. |
| Tenencias por industria / tipo de activo (1) | % de activos netos | |||
| Transporte | 11,0 | % | ||
| Al por menor | 9,7 | % | ||
| Mercado de dinero | 8.0 | % | ||
| Ocio | 7.6 | % | ||
| Software | 5.9 | % | ||
| Servicios comerciales | 5.1 | % | ||
| Servicios financieros diversificados | 5.0 | % | ||
| Ingeniería y construcción | 4.6 | % | ||
| Autopartes y Equipos | 4.5 4.5 | % | ||
| Seguro | 3.5 | % | ||
| Otros activos menos pasivos | 35,1 | % | ||
| 100,0 | % | |||
| (1) | Hace no incluye valores vendidos en corto en los que invierte el fondo. |
Por favor
consulte la Cartera de inversiones en este informe anual para obtener un análisis detallado de las tenencias del Fondo.
| F / m Inversiones European L / S Small Cap Fund |
| PORTAFOLIO De inversiones |
| octubre 31, 2019 |
| Comparte | Valor razonable | |||||||
| STOCK COMÚN – 89.3% | ||||||||
| LÍNEAS AÉREAS – 2.5% | ||||||||
| 5.210 | PLC de Wizz Air Holdings * ^ | PS | 257,130 | |||||
| PIEZAS DE AUTOMÓVIL Y EQUIPO – 4.5% | ||||||||
| 11,364 | CIE Automotive SA * ^ | 282,979 | ||||||
| 2,533 | MBB SE | 171,535 | ||||||
| 454,514 | ||||||||
| SERVICIOS COMERCIALES – 5.1% | ||||||||
| 56,260 | IWG PLC ^ | 279,117 | ||||||
| 42,195 | Marlowe PLC | 242,972 | ||||||
| 522,089 | ||||||||
| DISTRIBUCIÓN / AL POR MAYOR – 0.2% | ||||||||
| 2,547 | Fourlis Holdings SA * | 15,344 | ||||||
| SERVICIOS FINANCIEROS DIVERSIFICADOS – 5.0% | ||||||||
| 44,446 | Banca Farmafactoring SpA ^ | 269,253 | ||||||
| 17,675 | St. James's Place PLC | 238,092 | ||||||
| 507,345 | ||||||||
| ELECTRÓNICA – 0.1% | ||||||||
| 338 | Tecnología de detección Oy | 9,767 | ||||||
| INGENIERÍA Y CONSTRUCCIÓN – 4.6% | ||||||||
| 22,821 | Instalco Intressenter AB | 252,980 | ||||||
| 10,345 | SPIE SA ^ | 218,133 | ||||||
| 471,113 | ||||||||
| ALIMENTOS – 2.1% | ||||||||
| 62,356 | Raisio Oyj | 217,746 | ||||||
| SERVICIO DE ALIMENTOS – 3.3% | ||||||||
| 3,674 | DO & CO. AG ^ | 341,848 | ||||||
| SALUD – SERVICIOS – 2.1% | ||||||||
| 29,777 | Ambea AB | 217,278 | ||||||
| CONSTRUCTORES DE VIVIENDAS – 2.7% | ||||||||
| 316,163 | Glenveagh Properties PLC * ^ | 277,949 | ||||||
| SEGURO – 3.5% | ||||||||
| 39,250 | Lancashire Holdings Ltd. ^ | 361,367 | ||||||
| INTERNET – 2.1% | ||||||||
| 54,132 | Los datos responden ASA | 215,203 | ||||||
| EMPRESAS DE INVERSIÓN – 2.9% | ||||||||
| 315,807 | Duke Royalty Ltd. | 178,991 | ||||||
| 220,000 | PLC de Stirling Industries * # | 120,989 | ||||||
| 299,980 | ||||||||
| TIEMPO DE OCIO – 7.6% | ||||||||
| 90,645 | Gym Group PLC ^ | 306,139 | ||||||
| 14,159 | MIPS AB | 216,919 | ||||||
| 43,025 | En el grupo de playa PLC | 249,533 | ||||||
| 772,591 | ||||||||
| ALOJAMIENTO – 2.3% | ||||||||
| 39,853 | Dalata Hotel Group PLC | 235,649 | ||||||
| MAQUINARIA – DIVERSIFICADA – 2.7% | ||||||||
| 134 | Interroll Holding AG * ^ | 277,031 | ||||||
| ACEITE Y GAS – 1.0% | ||||||||
| 38,716 | Northern Drilling Ltd. * | 101,205 | ||||||
| EMBALAJE Y CONTENEDORES – 2.2% | ||||||||
| 20,027 | Zignago Vetro SpA | 227,900 | ||||||
| BIENES RAÍCES – 1.5% | ||||||||
| 4,048 | Corestate Capital Holding SA ^ | 150,840 | ||||||
| VENTA AL POR MENOR – 9.7% | ||||||||
| 28,594 | PLC de Applegreen | 177,418 | ||||||
| 237,631 | Brickability Group PLC * | 196,797 | ||||||
| 101,737 | City Pub Group PLC | 266,587 | ||||||
| 84,532 | Tumbonas PLC * | 216,034 | ||||||
| 202,158 | SiS Science in Sport PLC * | 132,104 | ||||||
| 988,940 | ||||||||
| SEMICONDUCTORES – 3.0% | ||||||||
| 314,350 | PLC IQE * ^ | 305,077 | ||||||
| SOFTWARE – 5.9% | ||||||||
| 37,642 | Codemasters Group Holdings PLC * | 110,812 | ||||||
| 9.165 | Frontier Developments PLC * | 129,506 | ||||||
| 65,016 | Team17 Group PLC * | 256,599 | ||||||
| 18,468 | Wandisco PLC * | 100,370 | ||||||
| 597,287 | ||||||||
| JUGUETES / JUEGOS / DISTRACCIONES – 1.7% | ||||||||
| 25,449 | Embracer Group AB | 173,018 | ||||||
Ver
notas adjuntas a los estados financieros.
| F / m Inversiones European L / S Small Cap Fund |
| PORTAFOLIO DE INVERSIONES (Continuación) |
| octubre 31, 2019 |
| Comparte | Valor razonable | |||||||
| STOCK COMÚN (Continuación) – 89.3% | ||||||||
| TRANSPORTE – 11.0% | ||||||||
| 34,508 | BW Offshore Ltd. * ^ | PS | 263,098 | |||||
| 7,042 | Construcciones y Auxiliar de Ferrocarriles SA ^ | 316,221 | ||||||
| 258,412 | Eddie Stobart Logística PLC # | 50,158 | ||||||
| 37,163 | Goodbulk Ltd. * # | 497,327 | ||||||
| 1,126,804 | ||||||||
| TOTAL DE ACCIONES COMUNES (Costo – $ 9,131,850) |
9.125.015 | |||||||
| INVERSIÓN A CORTO PLAZO – 8.0% | ||||||||
| FONDO DE MERCADO DE DINERO – 8.0% | ||||||||
| 815,723 | Fidelity Institutional Money Market Funds – Cartera gubernamental, clase institucional, 2.31% ** | 815,723 | ||||||
| INVERSIÓN TOTAL A CORTO PLAZO (Costo – $ 815,723) | ||||||||
| INVERSIONES TOTALES – 97.3% (Costo – $ 9,947,573) | PS | 9,940,738 | ||||||
| VALORES VENDIDOS CORTO – (27.1)% (Producto – $ 2,790,888) |
(2,765,986 | ) | ||||||
| OTROS ACTIVOS MENOS PASIVOS – 29.8% | 3,043,306 | |||||||
| ACTIVOS NETOS – 100.0% | PS | 10,218,058 | ||||||
| VALORES VENDIDOS CORTO – (27.1)% | ||||||||
| MATERIALES DE CONSTRUCCIÓN – (1.6)% | ||||||||
| 17,756 | Marshalls PLC | 163,476 | ||||||
| PRODUCTOS QUÍMICOS – (1.0)% | ||||||||
| 2,542 | Fuchs Petrolub SE | 102,521 | ||||||
| SERVICIOS COMERCIALES – (1.8)% | ||||||||
| 17,731 | Aggreko PLC | 181,441 | ||||||
| SERVICIOS FINANCIEROS DIVERSIFICADOS – (2.6)% | ||||||||
| 1,561 | Grenke AG | 147,769 | ||||||
| 5,323 | Hargreaves Lansdown PLC | 122,055 | ||||||
| 269,824 | ||||||||
| ELECTRÓNICA – (1.6)% | ||||||||
| 5,187 | Spectris PLC | 160,551 | ||||||
| ENERGÍA FUENTES ALTERNAS – (1.2)% | ||||||||
| 8.630 | Siemens Gamesa Renewable Energy SA | 118,666 | ||||||
| COMIDA – (2.6)% | ||||||||
| 914 | Kerry Group PLC | 110,536 | ||||||
| 2,845 | Viscofan SA | 154,194 | ||||||
| 264,730 | ||||||||
| PRODUCTOS DE SALUD – (1.3)% | ||||||||
| 3,051 | GN Store Nord A / S | 134,150 | ||||||
| SERVICIOS DE SALUD – (2.5)% | ||||||||
| 3.750 | Korian SA * | 158,980 | ||||||
| 3,562 | NMC Health PLC | 100,619 | ||||||
| 259,599 | ||||||||
| TIEMPO DE OCIO – (1.6)% | ||||||||
| 14,884 | Technogym SpA | 164,061 | ||||||
| MEDIOS – (1.0)% | ||||||||
| 12,095 | Pearson PLC | 106,771 | ||||||
| FABRICACIÓN DIVERSA – (3.3)% | ||||||||
| 13,057 | PLC IMI | 169,465 | ||||||
| 3,438 | Stadler Rail AG * | 166,961 | ||||||
| 336,426 | ||||||||
| SEMICONDUCTORES – (3.4)% | ||||||||
| 2,574 | Melexis NV | 180,342 | ||||||
| 2,041 | u-blox Holding AG | 165,059 | ||||||
| 345,401 | ||||||||
| TRANSPORTE – (1.6)% | ||||||||
| 57.839 | Royal Mail PLC | 158,369 | ||||||
| TOTAL DE VALORES VENDIDOS CORTO (Ingresos – $ 2,790,888) |
2,765,986 | |||||||
SOCIEDAD ANÓNIMA
– Compañía pública limitada
| * * | Sin ingresos produciendo seguridad. |
| ^ | Todos o una parte de estos valores se mantienen como garantía para valores vendidos en corto. |
| # # | Justa seguridad valorada, el valor de esta seguridad se ha determinado de buena fe bajo las políticas de la Junta de Síndicos. |
| ** ** | Dinero fondo de mercado; la tasa de interés refleja el rendimiento efectivo al 31 de octubre de 2019. |
Ver
notas adjuntas a los estados financieros.
| F / m Inversiones European L / S Small Cap Fund |
| PORTAFOLIO DE INVERSIONES (Continuación) |
| octubre 31, 2019 |
| No realizado | ||||||||||||||||
| Moneda extranjera | Fecha de liquidación | Contraparte | Moneda local | Valor en dólares estadounidenses | Apreciación / (Depreciación) | |||||||||||
| Comprar: | ||||||||||||||||
| Corona danesa | 14/11/2019 | Goldman Sachs | 835,877 | PS | 124,929 | PS | 1,376 | |||||||||
| Euro | 14/11/2019 | Goldman Sachs | 562,738 | 628,225 | 3,664 | |||||||||||
| Franco suizo | 14/11/2019 | Goldman Sachs | 247,317 | 250,823 | 2,195 | |||||||||||
| Franco suizo | 14/11/2019 | Goldman Sachs | 218,949 | 222,052 | 1,752 | |||||||||||
| PS | 1,226,029 | PS | 8,987 | |||||||||||||
| Vender: | ||||||||||||||||
| Libra británica | 14/11/2019 | Goldman Sachs | 1,631,980 | PS | 2,112,442 | PS | (48,079 | ) | ||||||||
| Libra británica | 14/11/2019 | Goldman Sachs | 168,949 | 218,688 | (22 | ) | ||||||||||
| Euro | 14/11/2019 | Goldman Sachs | 2,473,545 | 2,761,400 | (33,815 | ) | ||||||||||
| Corona noruega | 14/11/2019 | Goldman Sachs | 9,785,363 | 1,065,851 | 3,648 | |||||||||||
| Corona sueca | 14/11/2019 | Goldman Sachs | 5,149,411 | 534,775 | (10,215 | ) | ||||||||||
| PS | 6.693.156 | PS | (88,483 | ) | ||||||||||||
| Total | PS | (79,496 | ) | |||||||||||||
Ver
accompanying notes to financial statements.
| F/m Investments European L/S Small Cap Fund |
| STATEMENT OF ASSETS AND LIABILITIES |
| octubre 31, 2019 |
| ASSETS | ||||
| Investment securities: | ||||
| At cost | PS | 9,947,573 | ||
| At value | PS | 9,940,738 | ||
| Cash at broker | 4,507,776 | |||
| Cash held for collateral at custodian | 183,539 | |||
| Dividends and interest receivable | 36,509 | |||
| Receivable for securities sold | 24,220 | |||
| Receivable for Fund shares sold | 4,221 | |||
| Prepaid expenses and other assets | 24,413 | |||
| TOTAL ASSETS | 14,721,416 | |||
| LIABILITIES | ||||
| Securities sold short (Proceeds – $2,790,888) | 2,765,986 | |||
| Due to Custodian – Foreign Currency (Cost – $1,346,046) | 1,350,778 | |||
| Payable for Fund shares redeemed | 143,948 | |||
| Payable for investments purchased | 114,688 | |||
| Unrealized depreciation on foreign currency contracts | 79,496 | |||
| Investment advisory fees payable | 5,364 | |||
| Dividends payable on securities sold short | 3,546 | |||
| Payable to related parties | 698 | |||
| Distribution (12b-1) fees payable | 333 | |||
| Accrued expenses and other liabilities | 38,521 | |||
| TOTAL LIABILITIES | 4,503,358 | |||
| NET ASSETS | PS | 10,218,058 | ||
| NET ASSETS CONSIST OF: | ||||
| Paid in capital | PS | 21,502,383 | ||
| Accumulated Loss | (11,284,325 | ) | ||
| NET ASSETS | PS | 10,218,058 | ||
| NET ASSET VALUE PER SHARE: | ||||
| Institutional Class: | ||||
| Net Assets | PS | 8,729,599 | ||
| Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized) | 966,461 | |||
| Net asset value (Net Assets ÷ Shares Outstanding), offering price and redemption price per share (a) | PS | 9.03 | ||
| Investor Class: | ||||
| Net Assets | PS | 1,488,459 | ||
| Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized) | 165,394 | |||
| Net asset value (Net Assets ÷ Shares Outstanding), offering price and redemption price per share (a) | PS | 9.00 | ||
| (a) | Redemptions made within 60 days of purchases may be assessed a redemption fee of 1.00%. |
Ver
accompanying notes to financial statements.
| F/m Investments European L/S Small Cap Fund |
| STATEMENT OF OPERATIONS |
| por the Year Ended October 31, 2019 |
| INVESTMENT INCOME | ||||
| Dividends (net of foreign tax withheld of $83,915) | PS | 587,571 | ||
| Interest | 139,929 | |||
| TOTAL INVESTMENT INCOME | 727,500 | |||
| EXPENSES | ||||
| Investment advisory fees | 962,028 | |||
| Distribution (12b-1) fees: | ||||
| Investor Class | 3,623 | |||
| Dividends on securities sold short | 317,129 | |||
| Interest expense | 198,844 | |||
| Custodian fees | 97,135 | |||
| Administration fees | 67,582 | |||
| Registration fees | 39,473 | |||
| Trustees fees and expenses | 30,003 | |||
| Legal fees | 29,985 | |||
| Third party administrative servicing fees | 26,954 | |||
| Compliance officer fees | 22,001 | |||
| Audit fees | 19,100 | |||
| Printing expense | 8,023 | |||
| Insurance expense | 6,216 | |||
| Shareholder service fees – Investor Class | 725 | |||
| Other expenses | 6,120 | |||
| TOTAL EXPENSES | 1,834,941 | |||
| Less: Fees waived by the Advisor | (242,083 | ) | ||
| NET EXPENSES | 1,592,858 | |||
| NET INVESTMENT LOSS | (865,358 | ) | ||
| REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS | ||||
| Net realized gain (loss) on: | ||||
| Inversiones | (15,276,400 | ) | ||
| Foreign currency contracts | 2,500,076 | |||
| Securities sold short | 4,701,625 | |||
| (8,074,699 | ) | |||
| Net change in unrealized appreciation (depreciation) on: | ||||
| Inversiones | 8,003,659 | |||
| Foreign currency contracts | (1,218,681 | ) | ||
| Foreign currency translations | (69,073 | ) | ||
| Securities sold short | (2,395,126 | ) | ||
| 4,320,779 | ||||
| NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS | (3,753,920 | ) | ||
| NET DECREASE IN NET ASSETS | PS | (4,619,278 | ) | |
Ver
accompanying notes to financial statements.
| F/m Investments European L/S Small Cap Fund |
| STATEMENTS OF CHANGES IN NET ASSETS |
| For the | For the | |||||||
| Year Ended | Year Ended | |||||||
| October 31, 2019 | 31 de octubre de 2018 | |||||||
| FROM OPERATIONS | ||||||||
| Net investment loss | PS | (865,358 | ) | PS | (1,948,746 | ) | ||
| Net realized gain (loss) from investments, foreign currency contracts, and securities sold short | (8,074,699 | ) | 4,624,330 | |||||
| Net change in unrealized appreciation (depreciation) on investments, securities sold short, foreign currency contracts and foreign currency translations | 4,320,779 | (9,245,797 | ) | |||||
| Net decrease in net assets resulting from operations | (4,619,278 | ) | (6,570,213 | ) | ||||
| DISTRIBUTIONS TO SHAREHOLDERS | ||||||||
| Total Distributions Paid: | ||||||||
| Institutional Class | (4,332,627 | ) | (3,698,133 | ) | ||||
| Investor Class | (71,987 | ) | (25,767 | ) | ||||
| Net decrease in net assets resulting from distributions to shareholders | (4,404,614 | ) | (3,723,900 | ) | ||||
| FROM SHARES OF BENEFICIAL INTEREST | ||||||||
| Proceeds from shares sold: | ||||||||
| Institutional Class | 11,095,003 | 33,304,258 | ||||||
| Investor Class | 1,334,417 | 1,351,878 | ||||||
| Net asset value of shares issued in reinvestment of distributions: | ||||||||
| Institutional Class | 3,407,875 | 2,700,642 | ||||||
| Investor Class | 71,987 | 25,767 | ||||||
| Redemption fee proceeds: | ||||||||
| Institutional Class | 6,116 | 189 | ||||||
| Investor Class | 869 | 323 | ||||||
| Payments for shares redeemed: | ||||||||
| Institutional Class | (82,249,649 | ) | (9,926,213 | ) | ||||
| Investor Class | (1,150,915 | ) | (321,382 | ) | ||||
| Net increase (decrease) in net assets from shares of beneficial interest | (67,484,297 | ) | 27,135,462 | |||||
| TOTAL INCREASE (DECREASE) IN NET ASSETS | (76,508,189 | ) | 16,841,349 | |||||
| NET ASSETS | ||||||||
| Beginning of Year | 86,726,247 | 69,884,898 | ||||||
| End of Year | PS | 10,218,058 | PS | 86,726,247 | ||||
| SHARE ACTIVITY | ||||||||
| Institutional Class: | ||||||||
| Shares Sold | 1,170,894 | 2,923,852 | ||||||
| Shares Reinvested | 377,395 | 241,776 | ||||||
| Shares Redeemed | (8,784,764 | ) | (909,158 | ) | ||||
| Net increase (decrease) in shares of beneficial interest outstanding | (7,236,475 | ) | 2,256,470 | |||||
| Investor Class: | ||||||||
| Shares Sold | 143,293 | 119,230 | ||||||
| Shares Reinvested | 7,981 | 2,307 | ||||||
| Shares Redeemed | (123,270 | ) | (28,524 | ) | ||||
| Net increase in shares of beneficial interest outstanding | 28,004 | 93,013 | ||||||
Ver
accompanying notes to financial statements.
| F/m Investments European L/S Small Cap |
| FINANCIAL HIGHLIGHTS |
| Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Period |
| Institutional Clase |
||||||||||||||||
| For the | For the | For the | For the | |||||||||||||
| Year Ended | Year Ended | Year Ended | Period Ended | |||||||||||||
| octubre 31, 2019 |
octubre 31, 2018 |
octubre 31, 2017 |
octubre 31, 2016 (1) |
|||||||||||||
| Red asset value, beginning of period |
PS | 10.40 | PS | 11.67 | PS | 9.27 | PS | 10.00 | ||||||||
| Activity from investment operations: |
||||||||||||||||
| Net investment loss (2) |
(0.17 | ) | (0.25 | ) | (0.21 | ) | (0.18 | ) | ||||||||
| Red realized and unrealized gain (loss) on investments |
(0.63 | ) | (0.43 | ) | 2.61 | (0.55 | ) | |||||||||
| Total from investment operations |
(0.80 | ) | (0.68 | ) | 2.40 | (0.73 | ) | |||||||||
| Less distributions from: |
||||||||||||||||
| Net investment income | (0.25 | ) | (0.31 | ) | – | – | ||||||||||
| Red realized gains |
(0.32 | ) | (0.28 | ) | – | – | ||||||||||
| Total distributions |
(0.57 | ) | (0.59 | ) | – | – | ||||||||||
| Paid-in-Capital From Redemption Fees |
0.00 | (3) | 0.00 | (3) | 0.00 | (3) | – | |||||||||
| Net asset value, end of period |
PS | 9.03 | PS | 10.40 | PS | 11.67 | PS | 9.27 | ||||||||
| Total return (4) |
(7.69 | )% | (6.18 | )% | 25.89 | % | (7.30 | )% (5) | ||||||||
| Red assets, at end of period (000’s) |
PS | 8,730 | PS | 85,302 | PS | 69,368 | PS | 24,654 | ||||||||
| Ratio of gross expenses to average net assets (6,8) |
3.83 | % | 3.97 | % | 2.71 | % | 2.87 | % (7) | ||||||||
| Ratio of net expenses to average net assets (8) |
3.33 | % | 3.73 | % | 2.46 | % | 2.45 | % (7) | ||||||||
| Ratio of net investment loss to average net assets |
(1.81 | )% | (2.24 | )% | (1.99 | )% | (2.18 | )% (7) | ||||||||
| Portfolio Turnover Rate |
141 | % | 194 | % | 154 | % | 168 | % (5) | ||||||||
| (1) | los Fund commenced operations on December 30, 2015. |
| (2) | Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period. |
| (3) | Represents less than $0.01 per share. |
| (4) | Total returns shown exclude the effect of applicable sales charges and redemption fees and assumes the reinvestment of distributions. |
| (6) | Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursements by the Advisor. |
| (8) | Excluding dividends from securities sold short and interest expense, the ratio of expenses to average net assets would have been: |
| Before fees waived | 2.74 | % | 2.48 | % | 2.49 | % | 2.66 | % (7) | ||||||||
| After fees waived | 2.24 | % | 2.24 | % | 2.24 | % | 2.24 | % (7) | ||||||||
Ver
accompanying notes to financial statements.
| F/m Investments European L/S Small Cap |
| FINANCIAL HIGHLIGHTS |
| Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Period |
| Investor Clase |
||||||||||||||||
| For the | For the | For the | For the | |||||||||||||
| Year Ended | Year Ended | Year Ended | Period Ended | |||||||||||||
| octubre 31, 2019 |
octubre 31, 2018 |
octubre 31, 2017 |
octubre 31, 2016 (1) |
|||||||||||||
| Red asset value, beginning of period |
PS | 10.37 | PS | 11.66 | PS | 9.27 | PS | 10.00 | ||||||||
| Activity from investment operations: |
||||||||||||||||
| Net investment loss (2) |
(0.17 | ) | (0.29 | ) | (0.27 | ) | (0.18 | ) | ||||||||
| Red realized and unrealized gain (loss) on investments |
(0.66 | ) | (0.42 | ) | 2.66 | (0.55 | ) | |||||||||
| Total from investment operations |
(0.83 | ) | (0.71 | ) | 2.39 | (0.73 | ) | |||||||||
| Less distributions from: |
||||||||||||||||
| Net investment income | (0.23 | ) | (0.30 | ) | – | – | ||||||||||
| Red realized gains |
(0.32 | ) | (0.28 | ) | – | – | ||||||||||
| Total distributions |
(0.55 | ) | (0.58 | ) | – | – | ||||||||||
| Paid-in-Capital From Redemption Fees |
0.01 | 0.00 | (3) | – | – | |||||||||||
| Net asset value, end of period |
PS | 9.00 | PS | 10.37 | PS | 11.66 | PS | 9.27 | ||||||||
| Total return (4) |
(7.92 | )% | (6.44 | )% | 25.78 | % | (7.30 | )% (5) | ||||||||
| Red assets, at end of period (000’s) |
PS | 1,488 | PS | 1,425 | PS | 517 | PS | 0 0 | (8) | |||||||
| Ratio of gross expenses to average net assets (6,9) |
4.13 | % | 4.27 | % | 3.01 | % | 3.17 | % (7) | ||||||||
| Ratio of net expenses to average net assets (9) |
3.63 | % | 4.03 | % | 2.76 | % | 2.75 | % (7) | ||||||||
| Ratio of net investment loss to average net assets |
(1.85 | )% | (2.56 | )% | (2.39 | )% | (2.48 | )% (7) | ||||||||
| Portfolio Turnover Rate |
141 | % | 194 | % | 154 | % | 168 | % (5) | ||||||||
| (1) | los Fund commenced operations on December 30, 2015. |
| (2) | Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period. |
| (3) | Represents less than $0.01 per share. |
| (4) | Total returns shown exclude the effect of applicable sales charges and redemption fees and assumes the reinvestment of distributions. |
| (6) | Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursements by the Advisor. |
| (9) | Excluding dividends from securities sold short and interest expense, the ratio of expenses to average net assets would have been: |
| Before fees waived | 3.04 | % | 2.78 | % | 2.79 | % | 2.96 | % (7) | ||||||||
| After fees waived | 2.54 | % | 2.54 | % | 2.54 | % | 2.54 | % (7) | ||||||||
Ver
accompanying notes to financial statements.
| F/m Investments European L/S Small Cap Fund |
| NOTES TO FINANCIAL STATEMENTS |
| octubre 31, 2019 |
los
F/m Investments European L/S Small Cap Fund (the “Fund”), formerly known as the Balter European L/S Small Cap Fund,
changed its name as of October 11, 2019. The Fund is 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 is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment
company. The Fund commenced operations on December 30, 2015.
los
investment objective of the Fund is to generate absolute returns by investing both long and short in European Companies. The Fund
offers two classes of shares: Institutional Class shares and Investor Class shares. Each class of shares is offered at their net
asset value. Each class of shares of the Fund has identical rights and privileges with respect to arrangements pertaining to shareholder
servicing or distribution, class-related expenses, voting rights on matters affecting a single class of shares, and the exchange
privilege of each class of shares. The Fund’s share classes differ in the fees and expenses charged to shareholders. los
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.
| 2) | SIGNIFICANT ACCOUNTING POLICIES |
los
following is a summary of significant accounting policies followed by the Fund in preparation of their financial statements. Estas
policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
The preparation of financial statements in conformity with GAAP 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 increases and decreases in net assets from operations during the reporting period. Actual
results could differ from those estimates. The Fund is an investment companies and accordingly follow the investment company accounting
and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 “Financial
Services – Investment Companies”.
Securities
valuation – Securities listed on an exchange are valued at the last reported sale price at the close of the regular
trading session of the primary exchange on the business day the value is being determined, or in the case of securities listed
on NASDAQ at the NASDAQ Official Closing Price (“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. Short-term debt obligations having 60 days or less
remaining until maturity, at time of purchase may be valued at amortized cost. Forward foreign currency exchange contracts (‘forward
contracts”) are valued at the forward rate. Investments values in currencies other than the U.S. dollar are converted to
U.S. dollars using exchange rates obtained from pricing services. Investments in open-end investment companies are valued at net
asset value.
los
Fund may hold securities, such as private investments, interests in commodity pools, other non-traded securities or temporarily
illiquid securities, for which market quotations are not readily available or are determined to be unreliable. These securities
will be valued using the “fair value” procedures approved by the Board. The Board has delegated execution of these
procedures to a fair value committee composed of one or more representatives from each of the (i) Trust, (ii) administrator, and
(iii) advisor. The committee may also enlist third party consultants such as a valuation specialist at a public accounting firm,
valuation consultant or financial officer of a security issuer on an as-needed basis to assist in determining a security-specific
fair value. The Board has also engaged a third party valuation firm to attend valuation meetings held by the Trust, review minutes
of such meetings and report to the Board on a quarterly basis. The Board reviews and ratifies the execution of this process and
the resultant fair value prices at least quarterly to assure the process produces reliable results.
Fair
Valuation Process – As noted above, the fair value committee is composed of one or more representatives from each of
the (i) Trust, (ii) administrator, and (iii) advisor. The applicable investments are valued collectively via inputs from each
of these groups. For example, fair value determinations are required for the following securities: (i) securities for which market
quotations are insufficient or not readily available on a particular business day (including securities for which there is a short
and temporary lapse in the provision of a price by the regular pricing source), (ii) securities for which, in the judgment of
the advisor the prices or values available do not represent the fair value of the instrument. Factors which may cause the advisor
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
| F/m Investments European L/S Small Cap Fund |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| octubre 31, 2019 |
illiquid;
(iv) securities with respect to which an event that will affect the value thereof has occurred (a “significant event”)
since the closing prices were established on the principal exchange on which they are traded, but prior to a Fund’s calculation
of its net asset 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 via inputs from the advisor based upon
the current bid for the security from two or more independent dealers or other parties reasonably familiar with the facts and
circumstances of the security (who should take into consideration all relevant factors as may be appropriate under the circumstances).
If the advisor is unable to obtain a current bid from such independent dealers or other independent parties, the fair value committee
shall determine the fair value of such security using the following factors: (i) the type of security; (ii) the cost at date of
purchase; (iii) the size and nature of the Fund’s holdings; (iv) the discount from market value of unrestricted securities
of the same class at the time of purchase and subsequent thereto; (v) information as to any transactions or offers with respect
to the security; (vi) the nature and duration of restrictions on disposition of the security and the existence of any registration
rights; (vii) how the yield of the security compares to similar securities of companies of similar or equal creditworthiness;
(viii) the level of recent trades of similar or comparable securities; (ix) the liquidity characteristics of the security; (x)
current market conditions; and (xi) the market value of any securities into which the security is convertible or exchangeable.
los
Fund utilizes various methods to measure the fair value of all of its investments on a recurring basis. GAAP establishes a hierarchy
that prioritizes inputs to valuation methods. The three levels of input are:
Level
1 – Unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to
access.
Level
2 – Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either
directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for
similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level
3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing
the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would
be based on the best information available.
los
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.
los
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.
los
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 October 31, 2019 for the Fund’s investments measured at
fair value:
| Assets * | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Common Stock | PS | 8,456,541 | PS | 668,474 | PS | – | PS | 9,125,015 | ||||||||
| Money Market Funds | 815,723 | – | – | 815,723 | ||||||||||||
| Total | PS | 9,272,264 | PS | 668,474 | PS | – | PS | 9,940,738 | ||||||||
| Liabilities* | ||||||||||||||||
| Securities Sold Short | PS | 2,765,986 | PS | – | PS | – | PS | 2,765,986 | ||||||||
| Forward Currency Contracts | – | 79,496 | – | PS | 79,496 | |||||||||||
| Total | PS | 2,765,986 | PS | 79,496 | PS | – | PS | 2,845,482 | ||||||||
los
Fund did not hold any Level 3 securities during the year.
Allí
were no transfers into or out of Level 1 and Level 2 during the year. It is the Fund’s policy to recognize transfers into
or out of Level 1 and Level 2 at the end of the reporting period.
| * * | Refer to the Portfolio of Investments for industry classification. |
| F/m Investments European L/S Small Cap Fund |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| octubre 31, 2019 |
Seguridad
transactions and related income – Security transactions are accounted for on trade date. Interest income is recognized
on an accrual basis. Discounts are accreted and premiums are amortized on securities purchased over the lives of the respective
securities. Dividend income is recorded on the ex-dividend date. Realized gains or losses from sales of securities are determined
by comparing the identified cost of the security lot sold with the net sales proceeds.
Dividends
and distributions to shareholders – Dividends from net investment income, if any, are declared and paid annually. Distributable
net realized capital gains, if any, are declared and distributed annually. Dividends from net investment income and distributions
from net realized gains are recorded on ex dividend date and are determined in accordance with federal income tax regulations,
which may differ from GAAP. These “book/tax” differences are considered either temporary (i.e., deferred losses, capital
loss carry forwards) or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified
within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification.
These reclassifications have no effect on net assets, results from operations or net asset value per share of the Fund.
Forward
Currency Contracts – As foreign securities are purchased, a Fund generally enters into forward currency exchange contracts
in order to hedge against foreign currency exchange rate risks. The market value of the contract fluctuates with changes in currency
exchange rates. The contract is marked-to-market daily and the change in market value is recorded by a Fund as an unrealized gain
or loss. As foreign securities are sold, a portion of the contract is generally closed and the Fund records a realized gain or
loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.
A Fund may also enter into forward currency contracts as an investment strategy consistent with that Fund’s investment objective.
Realized gains and losses from contract transactions are included as a component of net realized gains (losses) from investments
and foreign currency in the Statements of Operations.
Foreign
Currency Translations – The accounting records of the Fund is maintained in U.S. dollars. Investment securities and
other assets and liabilities denominated in a foreign currency, and income receipts and expense payments are translated into U.S.
dollars using the prevailing exchange rate at the London market close. Purchases and sales of securities are translated into U.S.
dollars at the contractual currency rates established at the approximate time of the trade.
Corto
Ventas – A “short sale” is a transaction in which the Fund sells a security it does not own but has borrowed
in anticipation that the market price of that security will decline. The Fund is obligated to replace the security borrowed by
purchasing it on the open market at a later date. If the price of the security sold short increases between the time of the short
sale and the time the Fund replaces the borrowed security, the Fund will incur a loss, unlimited in size. Conversely, if the price
declines, the Fund will realize a gain, limited to the price at which the Fund sold the security short. Certain cash and securities
are held as collateral.
Federal
income tax – It is the Fund’s policy to qualify as a regulated investment company by complying with the provisions
of the Internal Revenue Code that are applicable to regulated investment companies and to distribute substantially all of its
taxable income and net realized gains to shareholders. Therefore, no federal income tax provision is required. The Fund recognizes
the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming
examination by tax authorities. Management has analyzed the Fund’s tax positions and has concluded that no liability for
unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years ended
October 31, 2016 to October 31, 2018, or expected to be taken in the Fund’s October 31, 2019 year end tax returns. The Fund
identifies its major tax jurisdictions as U.S. Federal and Ohio, and foreign jurisdictions where the Fund makes significant investments;
however, the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized
tax benefits will change materially in the next twelve months.
Expenses
– Expenses of the Trust that are directly identifiable to a specific fund are charged to that fund. Expenses which are
not readily identifiable to a specific fund are allocated in such a manner as deemed equitable, taking into consideration the
nature and type of expense and the relative sizes of the funds in the Trust.
| F/m Investments European L/S Small Cap Fund |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| octubre 31, 2019 |
Indemnification
– The Trust indemnifies its officers and Trustees for certain liabilities that may arise from the performance of their
duties to the Trust. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of
representations and warranties and which provide general indemnities. The Fund’s maximum exposure under these arrangements
is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on
experience, the risk of loss due to these warranties and indemnities appears to be remote.
| 3) | INVESTMENT TRANSACTIONS |
por
the year ended October 31, 2019, cost of purchases and proceeds from sales of portfolio securities, other than short-term investments
and securities sold short, amounted to the following:
| Purchases | Ventas | |||||
| PS | 55,532,757 | PS | 113,925,724 | |||
| 4) | INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES |
Como
of October 11, 2019, F/m Investments LLC serves as the Fund’s investment advisor to the Fund. Prior to October 11, 2019
Balter Liquid Alternatives, LLC served as the Fund’s investment advisor to the Fund. Pursuant to an Investment Advisory
Agreement with the Fund, the Advisor, under the oversight of the Board, directs the daily operations of the Fund and supervises
the performance of administrative and professional services provided by others. As compensation for its services and the related
expenses borne by the Advisor, the Fund pays the Advisor an investment advisory fee, computed and accrued daily and paid monthly,
at an annual rate of 2.00%. The Advisor, on behalf of the Fund, has entered into a Sub-Advisory agreement with S.W. Mitchell Capital
LLP and the Advisor compensates the Sub-Advisor out of the investment Advisory fee it receives from the Fund. For the year ended
October 31, 2019, the Fund incurred advisory fees in the amount of $962,028. F/m Investments LLC earned advisory fees of $12,325
and Balter Liquid Alternatives LLC earned advisory fees of $949,703.
los
Fund’s Advisor has contractually agreed to reduce its fees and/or absorb expenses of the Fund, until at least February 28,
2022 to ensure that Total Annual Fund Operating Expenses after fee waiver and/or reimbursement (excluding interest and tax expenses,
dividends on short positions and Acquired Fund Fees and Expenses) for the Fund do not exceed 2.24% and 2.54% of the Fund’s
average net assets, for Institutional Class and Investor Class shares, respectively; subject to possible recoupment from the Fund
in future years on a rolling three year basis (within the three years after the fees have been waived or reimbursed) if such recoupment
can be achieved within the foregoing expense limits. During the year ended October 31, 2019 the total amount of advisory fees
waived was $242,083. F/m Investments LLC waived advisory fees in the amount of $8,713 which are subject to recapture and will
expire on October 31, 2022. Balter Liquid Alternatives LLC waived advisory fees in the amount of $233,370 which are not subject
to recapture. As of October 31, previously waived advisory fees by Balter Liquid Alternatives LLC totaling $397,889 are no longer
subject to recapture.
Distributor
– The distributor of the Fund is Northern Lights Distributors, LLC (the “Distributor”). The Board of Trustees
of the Northern Lights Fund Trust II has adopted, on behalf of the Fund, the Trust’s Master Distribution and Shareholder
Servicing Plan (the “Plan”), as amended, pursuant to Rule 12b-1 under the Investment Company Act of 1940, to pay for
certain distribution activities and shareholder services. Under the Plan, the Fund may pay 0.25% per year of the average daily
net assets of Investor Class shares for such distribution and shareholder service activities. For the year ended October 31, 2019,
the Fund incurred distribution fees in the amount of $3,623.
En
addition, certain affiliates of the Distributor provide services to the Fund(s) as follows:
Geminis
Fund Services, LLC (“GFS”), an affiliate of the Distributor, provides administration, fund accounting, and
transfer agent services to the Trust. Pursuant to separate servicing agreements with GFS, the Fund pays GFS customary fees for
providing administration, fund accounting and transfer agency services to the Fund. Certain officers of the Trust are also officers
of GFS, and are not paid any fees directly by the Fund for serving in such capacities.
Northern
Lights Compliance Services, LLC (“NLCS”), an affiliate of GFS and the Distributor, provides a Chief Compliance
Officer to the Trust, as well as related compliance services, pursuant to a consulting agreement between NLCS and the Trust. Under
the terms of such agreement, NLCS receives customary fees from the Fund.
| F/m Investments European L/S Small Cap Fund |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| octubre 31, 2019 |
Blu
Giant, LLC (“Blu Giant”), an affiliate of GFS and the Distributor, provides EDGAR conversion and filing services
as well as print management services for the Fund on an ad-hoc basis. For the provision of these services, Blu Giant receives
customary fees from the Fund.
En
February 1, 2019, NorthStar Financial Services Group, LLC, the parent company of GFS and its affiliated companies including NLD,
NLCS and Blu Giant (collectively, the “Gemini Companies”), sold its interest in the Gemini Companies to a third party
private equity firm that contemporaneously acquired Ultimus Fund Solutions, LLC (an independent mutual fund administration firm)
and its affiliates (collectively, the “Ultimus Companies”). As a result of these separate transactions, the Gemini
Companies and the Ultimus Companies are now indirectly owned through a common parent entity, The Ultimus Group, LLC.
| 5) | DERIVATIVE TRANSACTIONS |
los
following is a summary of the effect of derivative instruments on the Fund’s Statement of Assets and Liabilities as of October
31, 2019.
| Contract Type/Primary Risk Exposure | Statements of Assets and Liabilities | Value | ||||
| Foreign currency contracts/Currency Risk | Unrealized depreciation on foreign currency contracts | PS | 79,496 | |||
los
following is a summary of the effect of derivative instruments on the Fund’s Statement of Operations for the year ended
October 31, 2019.
| Change in Unrealized | ||||||||
| Contract type/ | Realized Gain/(Loss) | Appreciation/(Depreciation) | ||||||
| Primary Risk Exposure | On Foreign Currency Contracts | on Foreign Currency Contracts | ||||||
| Currency contracts/Currency risk | PS | 2,500,076 | PS | (1,218,681 | ) | |||
los
notional value and contracts of the derivative instruments outstanding as of October 31, 2019 as disclosed in the Portfolio of
Investments and the amounts realized and changes in unrealized gains and losses on derivative instruments during the year as disclosed
above and within the Statement of Operations serve as indicators of the volume of derivative activity for the Fund.
Offsetting
of Financial Assets and Derivative Assets
Durante
the year ended October 31, 2019, the Fund was not subject to any master netting arrangements. The following table shows additional
information regarding the offsetting of assets and liabilities at October 31, 2019 for the Fund.
| Liabilities: | Gross Amounts | Net Amounts | ||||||||||||||||||||||
| Gross Amounts | Offset in the | Presented in | ||||||||||||||||||||||
| of Recognized | Statements of | the Statements | ||||||||||||||||||||||
| Assets & | Assets & | of Assets & | Financiero | Cash Collateral | ||||||||||||||||||||
| Descripción | Liabilities | Liabilities | Liabilities | Instruments | Pledged/Received | Net Amount | ||||||||||||||||||
| Unrealized depreciation on foreign currency contracts | PS | 79,496 | (1) | PS | – | PS | 79,496 | PS | – | PS | 79,496 | (2) | PS | – | ||||||||||
| Securities Sold Short | 2,765,986 | (1) | – | 2,765,986 | 2,765,986 | (2) | – | – | ||||||||||||||||
| PS | 2,845,482 | PS | – | PS | 2,845,482 | PS | 2,765,986 | PS | 79,496 | PS | – | |||||||||||||
| (1) | Unrealized depreciation on futures contracts, unrealized appreciation on swaps, futures options short at value, and securities sold short as presented in the Portfolio of Investments. |
| (2) | los amount is limited to the derivative liability balance and, accordingly, does not include excess collateral pledged. |
los
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 October 31, 2019, TD Ameritrade, Inc. held approximately 46.21%
of the voting securities of the Fund for the benefit of others. The Fund has no knowledge as to whether all or any portion of
the shares owned on record by TD Ameritrade, Inc. are also owned beneficially by any party who would be presumed to control the
Fund.
| F/m Investments European L/S Small Cap Fund |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| octubre 31, 2019 |
los
Fund may assess a short-term redemption fee of 1.00% of the total redemption amount if a shareholder sells his shares after holding
them for less than 60 days. The redemption fee is paid directly to the Fund. For the year ended October 31, 2019 the fund assessed
redemption fees in the amount of $6,116 and $869 for the Institutional Class and Investor Class, respectively.
| 8. | AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION – TAX BASIS |
los
identified cost of investments in securities owned by the Fund for federal income tax purposes, and its respective gross unrealized
appreciation and depreciation at October 31, 2019, was as follows:
| Bruto | Bruto | Net Unrealized | ||||||||||||
| Tax | Unrealized | Unrealized | Appreciation | |||||||||||
| Cost | Appreciation | Depreciation | (Depreciation) | |||||||||||
| PS | 8,084,898 | PS | 957,427 | PS | (1,947,069 | ) | PS | (989,642 | ) | |||||
| 9. | DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL |
los
tax character of distributions paid during the period ended October 31, 2019 and October 31, 2018 was as follows:
| Fiscal Year Ended | Fiscal Year Ended | |||||||
| October 31, 2019 | 31 de octubre de 2018 | |||||||
| Ordinary Income | PS | 4,404,614 | PS | 3,711,507 | ||||
| Long-Term Capital Gain | – | 12,393 | ||||||
| PS | 4,404,614 | PS | 3,723,900 | |||||
Como
of October 31, 2019, the components of accumulated earnings/ (deficit) on a tax basis were as follows:
| Undistributed | Undistributed | Post October Loss | Capital Loss | Otro | Unrealized | Total | ||||||||||||||||||||
| Ordinary | Long-Term | y | Carry | Book/Tax | Appreciation/ | Accumulated | ||||||||||||||||||||
| Income | Gains | Late Year Loss | Forwards | Differences | (Depreciation) | Earnings/(Deficits) | ||||||||||||||||||||
| PS | 907,771 | PS | – | PS | – | PS | (11,196,146 | ) | PS | – | PS | (995,950 | ) | PS | (11,284,325 | ) | ||||||||||
A
October 31, 2019, the Funds had capital loss carry forwards for federal income tax purposes available to offset future capital
gains, as follows:
| Non-Expiring | Non-Expiring | CLCF | ||||||||||||||||
| Expiring | Short-Term | Long-Term | Total | Utilized | ||||||||||||||
| PS | – | PS | 9,969,494 | PS | 1,226,652 | PS | 11,196,146 | PS | – | |||||||||
los
difference between book basis and tax basis accumulated 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,
and the mark-to-market treatment of passive foreign investment companies, and foreign exchange contracts.
| 10. | NEW ACCOUNTING PRONOUNCEMENT |
En
August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-13, which changes certain fair value measurement
disclosure requirements. The new ASU, in addition to other modifications and additions, removes the requirement to disclose the
amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and the policy for the timing of transfers
between levels. For investment companies, the amendments are effective for financial statements issued for fiscal years beginning
after December 15, 2019, and interim periods within those fiscal years. Early adoption is allowed. At this time, management is
evaluating the implications of the ASU and any impact on the financial statement disclosures.
| F/m Investments European L/S Small Cap Fund |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| octubre 31, 2019 |
Subsequent
events after the date of the Statement of Assets and Liabilities have been evaluated through the date the financial statements
were issued. Management has determined that no events or transactions occurred requiring adjustment or disclosure in the financial
declaraciones.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
| A the Board of Trustees |
| de Northern Lights Fund Trust II and |
| Shareholders de |
| F/m Investments European L/S Small Cap Fund |
Opinión
on the Financial Statements
Nosotros
have audited the accompanying statements of assets and liabilities of F/m Investments European L/S Small Cap Fund (formerly Balter
European L/S Small Cap Fund) (the “Fund”), a series of Northern Lights Fund Trust II (the “Trust”), including
the schedules of investments, as of October 31, 2019, and the related statements of operations for the year ended October 31,
2019, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for
each of the three years in the period then ended and for the period December 30, 2015 (commencement of operations) to October
31, 2016, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2019, the results of
its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and
the financial highlights for each of the three years in the period then ended and for the period December 30, 2015 (commencement
of operations) to October 31, 2016, in conformity with accounting principles generally accepted in the United States of America.
Basis
for Opinion
Estas
financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the
Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB. We have served as the auditor of one or more of the funds in the Trust since 2012.
We conducted our audits in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to
have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are
required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Nuestra
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
Our procedures included confirmation of securities owned as of October 31, 2019 by correspondence with the custodian and brokers;
when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable
basis for our opinion.
TAIT,
WELLER & BAKER LLP
Philadelphia,
Pensilvania
30 de diciembre de 2019
| F/m Investments European L/S Small Cap Fund |
| EXPENSE EXAMPLE (Unaudited) |
| octubre 31, 2019 |
Como
a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and
redemptions; and redemption fees; (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; y
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.
los
example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as noted below.
Actual
Expenses
los
“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
los
“Hypothetical” line in the table below provides information about hypothetical account values and hypothetical expenses
based on the respective Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which
is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending
account balances or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with
the 5% hypothetical examples that appear in the shareholder reports of other funds.
Por favor
note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional
costs, such as sales charges (loads). Therefore, the table is useful in comparing ongoing costs only, and will not help you determine
the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would
have been higher.
| Beginning | Ending | Expenses Paid |
Expense Ratio During |
|||||||||||
| Cuenta Value |
Cuenta Value |
Durante Period |
el Period |
|||||||||||
| Actual | 5/1/19 | 10/31/19 | 5/1/19 – 10/31/19* | 5/1/19 – 10/31/19* | ||||||||||
| Institutional Clase |
$1,000.00 | $946.50 | $10.99 | 2.24% | ||||||||||
| Investor Clase |
$1,000.00 | $945.40 | $12.45 | 2.54% | ||||||||||
| Beginning | Ending | Expenses Paid |
Expense Ratio During |
|||||||||||
| Hypothetical ** ** |
Cuenta Value |
Cuenta Value |
Durante Period |
el Period |
||||||||||
| (5% return before expenses) |
5/1/19 | 10/31/19 | 5/1/19 – 10/31/19* | 5/1/19 – 10/31/19* | ||||||||||
| Institutional Clase |
$1,000.00 | $1,013.91 | $11.37 | 2.24% | ||||||||||
| Investor Clase |
$1,000.00 | $1,012.40 | $12.88 | 2.54% |
| * * | Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by the number of days in the period (184) divided by the number of days in the fiscal year (365). |
| ** ** | los hypothetical example assumes that the Fund was in operation for the full six months ended October 31, 2019. |
| F/m Investments European L/S Small Cap Fund |
| SUPPLEMENTAL INFORMATION (Unaudited) |
| octubre 31, 2019 |
SHAREHOLDER
MEETING
los
Board of Trustees of Northern Lights Fund Trust II (the “Trust”) held a Special Meeting of the Shareholders of the
F/m Investments European L/S Small Cap Fund (formerly, Balter European L/S Small Cap Fund) (the “Fund”), a series
of the Trust, on October 10, 2019, for the purpose of approving an advisory agreement between the Trust, on behalf of the Fund,
and F/m Investments, LLC (“Advisory Agreement”) and a sub-advisory agreement between F/m Investments, LLC and S.W.
Mitchell Capital, LLP (“Sub-Advisory agreement”).
At the close of business July 31, 2019, the record date for the
Special Meeting of Shareholders, there were outstanding 1,926,038 shares of beneficial interest of the Fund. Accordingly, shares
represented in person and by proxy at the Special Meeting equaled 50.40% of the outstanding shares of the Fund. Therefore, a quorum
was present for the Fund.
With respect to approval of the proposed Advisory Agreement the following votes were cast:
| por Approval: 739,379 shares voted |
| Against Approval: 20,591 shares voted |
| Abstained: 210,690 shares voted |
| Con respect to approval of the proposed Sub-Advisory Agreement the following votes were cast: |
| por Approval: 739,379 shares voted |
| Against Approval: 20,591 shares voted |
| Abstained: 210,690 shares voted |
| F/m Investments European L/S Small Cap Fund |
| SUPPLEMENTAL INFORMATION (Unaudited) |
| October 31, 2019 |
FACTORS
CONSIDERED BY THE TRUSTEES IN THE APPROVAL OF A NEW ADVISORY AGREEMENT AND NEW SUB-ADVISORY AGREEMENT
A
a regular meeting (the “Meeting”) of the Board of Trustees (the “Board”) of Northern Lights Fund Trust
II (the “Trust”) held on July 25-26, 2019, the Board, including each of the members of the Board who are not an “interested
person” of the Trust (the “Independent Trustees”), considered the approval of the proposed New Advisory Agreement
between the Trust and F/m Investments, LLC (“F/m”) on behalf of F/m Investments European L/S Small Cap Fund (formerly,
Balter European L/S Small Cap Fund) (“F/m Investments European Small Cap”) (“New Advisory Agreement”).
The Board also considered the approval of a new sub-advisory agreement between F/m and S.W. Mitchel Capital, LLP (“SWMC”)
on behalf of F/m Investments European Small Cap (the “New Sub-Advisory Agreement” and together with the New Advisory
Agreement, the “New Agreements”).
Based
on their evaluation of the information provided by F/m and SWMC, as well as information provided by other Fund service providers,
the Board, by a unanimous vote (including a separate vote of the Independent Trustees), approved the New Agreements with respect
to F/m Investments European Small Cap.
En
advance of the meeting, the Board requested and received materials to assist them in considering the New Agreements. The materials
provided contained information with respect to the factors enumerated below, including the New Agreements, a memorandum prepared
by the Independent Trustees’ outside legal counsel discussing in detail the Trustees’ fiduciary obligations and the
factors they should assess in considering the approval of the New Agreements and comparative information relating to the advisory
fees and other expenses of F/m Investments European Small Cap. The materials also included due diligence materials relating to
F/m and SWMC, and each firm’s Form ADV, select financial information of F/m and SWMC, bibliographic information regarding
F/m’s and SWMC’s key management and investment advisory personnel, and comparative fee information relating to F/m
Investments European Small Cap as well as 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.
los
Board then reviewed and discussed the written materials that were provided by F/m in advance of the Meeting and deliberated
on the proposed approval of the New Advisory Agreement with respect to F/m Investments European Small 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 New 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 New Advisory Agreement. In considering the proposed approval of the New Advisory Agreement with respect to F/m
Investments European Small Cap, the Board reviewed and analyzed various factors that they determined were relevant, including
the factors enumerated below.
Nuevo
Advisory Agreement
Nature,
Extent and Quality of Services. The Board reviewed materials provided by F/m related to the approval of the New Advisory Agreement,
including its Form ADV, a description of the manner in which investment decisions are made and executed and a review of the personnel
who will be performing services for F/m Investments European Small Cap, including the team of individuals that will primarily
monitor and execute the investment process and will provide oversight of the sub-adviser, SWMC.
los
Board then discussed the extent of F/m’s research capabilities, the quality of its compliance infrastructure and the experience
of its fund management personnel. The Board considered F/m’s specific responsibilities in all aspects of the day-to-day
management of F/m Investments European Small Cap, including F/m’s oversight of F/m Investments European Small Cap’s sub-adviser
to ensure that the sub-adviser adheres to the Fund’s investment strategy. Additionally, the Board received satisfactory
responses from F/m with respect to a series of important questions, including: whether F/m is involved in any lawsuits or pending
regulatory actions; whether the management of other accounts would conflict with F/m’s management of F/m Investments European
Small Cap; and whether F/m has procedures in place to adequately allocate trades among its respective clients, with the Board
noting that F/m currently has no other clients.
los
Board reviewed the descriptions provided by F/m of its practices for monitoring compliance with F/m Investments European Small
Cap’s investment strategies and limitations and oversight of SWMC, noting that F/m’s chief compliance officer will
| F/m Investments European L/S Small Cap Fund |
| SUPPLEMENTAL INFORMATION (Unaudited) (Continued) |
| octubre 31, 2019 |
routinely
review the sub-adviser’s performance of its duties with respect to the Fund to ensure compliance under F/m’s compliance
programa. The Board reviewed the sub-advisory arrangement and discussed F/m’s policies, procedures and overall compliance
program with the CCO of the Trust. The Board noted that the CCO of the Trust had provided comments to F/m’s compliance manual,
which representatives of F/m had stated to the Board would be adopted by F/m, and represented that subject to such revisions being
made, F/m’s policies and procedures were reasonably designed to prevent violations of applicable securities laws. The Board
also noted F/m’s representation that the prospectus and statement of additional information for F/m Investments European
Small Cap accurately describe the investment strategies of the Fund. The Board then reviewed the capitalization of F/m based on
financial information and other materials provided and discussed these with F/m, and concluded that F/m was sufficiently well-capitalized,
or that its control persons or principals had the ability to make additional contributions in order to meet its obligations to
F/m Investments European Small Cap.
los
Board concluded that F/m had sufficient quality and depth of personnel, resources, investment methods and compliance policies
and procedures necessary to perform its duties under the New Advisory Agreement and that the nature, overall quality and extent
of the management and oversight services to be provided by F/m were satisfactory.
Performance.
The Board discussed the reports prepared by Broadridge and reviewed the performance of F/m Investments European Small Cap
as compared to its Broadridge selected peer group, Morningstar category and benchmark for the one-year, three year and since-inception
periods ended March 31, 2019. The Board noted that, as F/m would be a new investment adviser for F/m Investments European Small
Cap, it had not been responsible for the prior performance of the Fund or oversight of the sub-adviser although F/m proposed to
continue retaining SWMC as the Fund’s sub-adviser. The Board also noted that F/m, as a newly formed investment adviser,
did not have its own track record to consider. Consequently, the Board did not consider performance to be a significant factor
in its consideration of F/m, although it noted it would consider performance in its consideration of SWMC as sub-adviser.
Fees
and Expenses. As to the costs of the services to be provided by F/m, the Board discussed the comparison of advisory fees and
total operating expense data and reviewed F/m Investments European Small Cap’s proposed advisory fee and overall expenses
compared to its peer group and Morningstar category as presented in the Broadridge Reports. The Board noted that although the
advisory fee was the highest in its peer group, it was not the highest in its Morningstar category. The Board further noted that
F/m would be responsible for paying the sub-adviser out of the advisory fee it receives from F/m Investments European Small Cap
which contributes to the higher advisory fee being charged to the Fund. The Board also reviewed the proposed contractual arrangements
for F/m Investments European Small Cap, which state that F/m has agreed to waive or limit its advisory fee and/or reimburse expenses
at least until February 28, 2022 in order to limit net annual operating expenses, exclusive of certain fees, so as not to exceed
2.24% and 2.54% of the Fund’s average annual net assets for Institutional and Investor Class Shares, respectively, and the
Board found such arrangements to be beneficial to F/m Investments European Small Cap’s shareholders. The Board further noted
that the advisory fee and expense limitation agreement terms were identical in all material respects to those terms in place under
the current advisory agreement and expense limitation agreement with Balter Liquid Alternatives, LLC (“BLA”) with
respect to F/m Investments European Small Cap except for the term and effective date. The Board also noted that, while F/m’s
parent company was paying an ongoing fee to BLA in connection with BLA’s support for F/m’s approval as adviser, such
fee was not paid by F/m Investments European Small Cap and was to be paid out of F/m’s parent’s own resources. Después
further consideration, it was the consensus of the Board that, based on the experience and expertise of F/m’s personnel,
and the services provided by F/m to F/m Investments European Small Cap, the advisory fee to be charged by F/m to the Fund was
not unreasonable.
Profitability.
The Board also considered the level of profits that could be expected to accrue to F/m with respect to F/m Investments European
Small Cap based on break even and profitability reports and analyses reviewed by the Board and the selected financial information
provided by F/m. After review and discussion, the Board concluded that, based on the services provided and the projected growth
of F/m Investments European Small Cap, the anticipated profit from F/m’s relationship with the Fund was not excessive.
Economies
of Scale. As to the extent to which F/m Investments European Small Cap will realize economies of scale as it grows, and whether
the fee levels reflect these economies of scale for the benefit of investors, the Board discussed F/m’s expectations for
growth of the Fund. After consideration, the Board concluded that any material economies of scale would not be achieved in the
near term.
| F/m Investments European L/S Small Cap Fund |
| SUPPLEMENTAL INFORMATION (Unaudited) (Continued) |
| octubre 31, 2019 |
Nuevo
Sub-Advisory Agreement
los
Board then reviewed and discussed the written materials that were provided by SWMC in advance of the Meeting and deliberated on
the New Sub-Advisory Agreement with respect to F/m Investments European Small Cap. The Board relied upon the advice of independent
legal counsel and its own business judgment in determining the material factors to be considered in evaluating the New Sub-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 New Sub-Advisory Agreement. In considering the approval
of the renewal of the New Sub-Advisory Agreement, the Board reviewed and analyzed various factors that they determined were relevant,
including the factors enumerated below.
Nature,
Extent and Quality of Services. As to the nature, quality and extent of the services to be provided by SWMC, the Board noted
the experience of the portfolio management and research personnel of SWMC, including their experience in the investment field,
education and industry credentials. The Board discussed the financial condition of SWMC and reviewed supporting materials. los
Board reviewed the presentation materials prepared by SWMC describing its investment process. The Board received satisfactory
responses from SWMC with respect to a series of important questions, including: whether SWMC was involved in any lawsuits or pending
regulatory actions.
los
Board discussed SWMC’s compliance structure and broker selection process and engaged in a discussion with the Trust’s
chief compliance officer regarding SWMC’s business practices. The Board noted that the CCO of the Trust continued to represent
that SWMC’s policies and procedures were reasonably designed to prevent violations of applicable securities laws. The Board
also noted SWMC’s representation that the prospectus and statement of additional information for F/m Investments European
Small Cap accurately describe the investment strategies of the Fund. In consideration of the compliance policies and procedures
for SWMC included in the Board Materials, the Board concluded that SWMC had sufficient quality and depth of personnel, resources,
investment methods and compliance policies and procedures essential to performing its duties under the New Sub-Advisory Agreement
and that the nature, overall quality and extent of investment management services to be provided to F/m Investments European Small
Cap were satisfactory.
Performance.
As the sole sub-adviser to F/m Investments European Small Cap, the Board considered the Fund’s past performance as well
as other factors relating to SWMC’s track record. The Board discussed the reports prepared by Broadridge and reviewed the
performance of F/m Investments European Small Cap as compared to its Broadridge selected peer group, Morningstar category and
benchmark for the one-year, three year and since-inception periods ended March 31, 2019. The Board noted that F/m Investments
European Small Cap had underperformed its peer group median and Morningstar category median for each period and its benchmark,
the MSCI Europe Small Cap Index (the MSCI Europe Small Cap”), for the three year and since inception periods but outperformed
its benchmark for the one-year period. The Board noted the challenges facing the European market and that F/m Investments European
Small Cap’s peer group consisted of long/short funds that were not as Europe-focused as F/m Investments European Small Cap.
The Board then noted its discussion with F/m regarding the process F/m would use to monitor SWMC’s performance as well as
the fact that recent performance, while lagging F/m Investments European Small Cap’s peer group, had improved against its
benchmark outperforming the MSCI Europe Small Cap Index for the one-year period, and concluded that the performance track record
of SWMC and F/m Investments European Small Cap was satisfactory and in-line with the Fund’s investment objective.
Fees
and Expenses. As to the costs of the services to be provided by SWMC, the Board discussed the sub-advisory fee to be paid
to SWMC. The Board considered that SWMC would be paid by F/m and not by F/m Investments European Small Cap. F/m confirmed to the
Board that F/m was of the opinion that the sub-advisory fee to be paid to SWMC was reasonable in light of the quality of the services
to be performed by it. The Board discussed the total fee expected to be paid to SWMC and noted that SWMC would receive no other
compensation from F/m Investments European Small Cap or F/m except the sub-advisory fee earned pursuant to the New Sub-Advisory
Agreement and payable by F/m. Based on the representations of F/m and the materials provided, the Board concluded that the sub-advisory
fee to be paid to SWMC was not unreasonable.
Profitability.
As to profits to be realized by SWMC, the Board reviewed the profitability analysis provided by SWMC. The Board noted that
because the sub-advisory fee was to be paid by F/m, the overall advisory fee to be paid by F/m Investments European Small Cap
will not be directly affected by the sub-advisory fee to be paid to SWMC. Consequently, the Board did not consider the profitability
of SWMC to be a significant factor, although it concluded that the level of profit to be realized by SWMC was not excessive.
| F/m Investments European L/S Small Cap Fund |
| SUPPLEMENTAL INFORMATION (Unaudited) (Continued) |
| octubre 31, 2019 |
Economies
of Scale. Because the sub-advisory fees are not paid by F/m Investments European Small Cap, the Board did not consider whether
the sub-advisory fees should reflect any potential economies of scale that might be realized as the assets of the Fund increase.
The Board did, however, recognize that any changes to the advisory fee received by F/m from F/m Investments European Small Cap
may indirectly be reflected in the total amount of sub-advisory fees that would be available by F/m to pay SWMC.
Conclusión.
The Board relied upon the advice of counsel, and their own business judgment in determining the material factors to be considered
in evaluating the New Agreements and the weight to be given to each such factor. Having requested and received such information
from F/m and SWMC as the Board believed to be reasonably necessary to evaluate the terms of each New Agreement, and as assisted
by the advice of independent counsel, the Board, including a majority of the Independent Trustees, determined that, with respect
to F/m Investments European Small Cap and of the New Agreements separately, (a) the terms of the respective New Agreement were
reasonable; (b) the advisory fee or sub-advisory fee, as appropriate, were not unreasonable; and (c) the respective New Agreements
were in the best interests of F/m Investments European Small Cap and its shareholders, as appropriate. In considering the approval
of the New Agreements, the Board did not identify any one factor as all important, but rather considered these factors collectively
and determined that approval of the New Agreements was in the best interests of F/m Investments European Small Cap and its shareholders
as appropriate. Moreover, the Board noted that each Trustee may have afforded different weight to the various factors in reaching
his conclusions with respect to each of the New Agreements.
| F/m Investments European L/S Small Cap Fund |
| SUPPLEMENTAL INFORMATION (Unaudited) |
| octubre 31, 2019 |
los
Trustees and the officers of the Trust are listed below with their addresses, present positions with the Trust and principal occupations
over at least the last five years. Unless otherwise noted, the address of each Trustee and Officer is 17645 Wright Street, Suite
200, Omaha, NE 68130.
Independent
Trustees
| Nombre and Year of Birth |
Position/Term de Office* |
Principal Occupation During the Past Five Years |
Number de Portfolios in Fund Complex Overseen by Trustee*** |
Otro Directorships held by Trustee During the Past Five Years |
| Thomas T. Sarkany 1946 |
Trustee
|
President,
|
1 | Director, Aquila Distributors; Trustee, Arrow ETF Trust; Trustee, Arrow Investments Trust; Trustee, Northern Lights Fund Trust IV |
| Antonio H. Lewis 1946 |
Trustee Since May 2011 |
Presidente and CEO of The Lewis Group USA (executive consulting firm) (since 2007). |
1 | Director, Member of the Compensation Committee and Member of the Risk Committee of Torotel Inc. (Magnetics, Aerospace and Defense), Trustee, Chairman of the Fair Valuation Committee and Member of the Audit Committee of the Wildermuth Endowment Strategy Fund |
| Keith Rhoades 1948 |
Trustee 2011 |
Retired since 2008. |
1 | NONE |
| Randal D. Skalla 1962 |
Trustee 2011 |
President, |
1 |
Board Counsel (from |
| F/m Investments European L/S Small Cap Fund |
| SUPPLEMENTAL INFORMATION (Unaudited) (Continued) |
| octubre 31, 2019 |
Interested
Trustees and Officers
| Nombre and Year of Birth |
Position/Term de Office* |
Principal Occupation During the Past Five Years |
Number de Portfolios in Fund Complex Overseen by Trustee*** |
Otro Directorships held by Trustee During the Past Five Years |
| Brian Nielsen** 1972 |
Trustee Since May 2011 |
Trustee (since 2011) of Northern Lights Fund Trust II; Special Projects Counsel of NorthStar Financial Services Group, LLC (from 2018 to 2019); General Counsel (from 2001 to 2014) and Secretary (from 2001 to 2018) of CLS Investments, LLC; General Counsel (from 2001 to 2014) and Secretary (from 2001 to 2018) of Orion Advisor Services, LLC; Manager (from 2012 to 2015), General Counsel and Secretary (from 2003 to 2018) of NorthStar Financial Services Group, LLC; CEO (from 2012 to 2018), General Counsel (from 2003 to 2014), Secretary (from 2003 to 2018) and Manager (from 2005 to 2018) of Northern Lights Distributors, LLC; Director, Secretary and General Counsel (from 2004 to 2018) of Constellation Trust Company; CEO (from 2015 to 2018), Manager (from 2008 to 2015), General Counsel and Secretary (from 2011 to 2018) of Northern Lights Compliance Services, LLC; General Counsel and Secretary (from 2011 to 2018) of Blu Giant, LLC; General Counsel (from 2012 to 2014) and Secretary (from 2012 to 2018) of Gemini Fund Services, LLC; Manager (from 2012 to 2018) of Arbor Point Advisors, LLC; General Counsel and Secretary (from 2013 to 2014) of Gemini Hedge Fund Services, LLC; General Counsel and Secretary (from 2013 to 2014) of Gemini Alternative Funds, LLC; Secretary and General Counsel of NorthStar Holdings, LLC (from 2013 to 2015); Director, Secretary and General Counsel of NorthStar CTC Holdings, Inc. (from 2015 to 2018) and Secretary and Chief Legal Officer (from 2003 to 2018) of AdvisorOne Funds. |
1 | Gerente of Northern Lights Distributors, LLC (from 2005 to 2018); Manager of NorthStar Financial Services Group, LLC (from 2012 to 2015); Manager of Arbor Point Advisors, LLC (from 2012 to 2018); Director of Constellation Trust Company |
| Kevin E. Wolf 80 Arkay Drive Hauppauge, NY 11788 1969 |
presidente Since January 2013 |
Vicio President of The Ultimus Group, LLC and Executive Vice President of Gemini Fund Services, LLC (since 2019), President, Gemini Fund Services, LLC (2012 – 2019) |
N / A | N / A |
| Ricardo Malinowski 80 Arkay Drive. Hauppauge, NY 11788 1983 |
Secretary Since January 2018 |
Mayor Vice President Legal Administration, Gemini Fund Services, LLC (since April 2017); Vice President and Counsel (April 2016 to 2017) and AVP and Staff Attorney (September 2012 to March 2016). |
N / A | N / A |
| Erik Naviloff 80 Arkay Drive Hauppauge, NY 11788 1968 |
Treasurer Since January 2013 |
Vicio President of Gemini Fund Services, LLC (since 2011). |
N / A | N / A |
| Emile R. Molineaux 80 Arkay Drive Hauppauge, NY 11788 1962 |
Jefe Compliance Officer and Anti Money Laundering Officer Since May 2011 |
Mayor Compliance Officer and CCO of Various clients of Northern Lights Compliance Services, LLC (since 2011). |
N / A | N / A |
| * * | los term of office for each Trustee and Officer listed above will continue indefinitely. |
| ** ** | Brian Nielsen is an “interested person” of the Trust as that term is defined under the 1940 Act, because of his former affiliation with Northern Lights Distributors, LLC (the Fund’s Distributor). |
| *** | Como of October 31, 2019, the Trust was comprised of 20 active portfolios managed by unaffiliated investment advisers. The term “Fund Complex” applies only to the Fund and not to any other series of the Trust. The Fund does not hold itself out as related to any other series within the Trust for investment purposes, nor does it share the same investment adviser with any other series. |
The Fund's Statement of Additional Information ("SAI") includes additional information about the Trustees and is available free of charge, upon request, by calling toll-free at 1-844-322-8112.
Privacy
Policy
Rev. May 2019
| FACTS | WHAT DOES NORTHERN LIGHTS FUND TRUST II (“NLFT II”) DO WITH YOUR PERSONAL INFORMATION? |
|
| ¿Por qué? | Financiero 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. |
|
| ¿Qué? | los types of personal information we collect and share depend on the product or service you have with us. This information can incluir: |
|
|
● Social
● Employment information
● Account balances |
● Account
● Income
● Investment experience |
|
| Cuando you are no longer our customer, we continue to share your information as described in this notice. |
||
| ¿Cómo? | Todos 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? |
| por 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 |
si | No |
| por our marketing purposes — to offer our products and services to you |
si | No |
| por joint marketing with other financial companies |
si | No |
| por our affiliates’ everyday business purposes — information about your transactions and experiences |
si | No |
| por our affiliates’ everyday business purposes — information about your creditworthiness |
No | Nosotros don’t share |
| por nonaffiliates to market to you |
No | Nosotros don’t share |
| Questions? | Llamada 1-402-493-4603 |
| Quien we are |
||
| Quien is providing this notice? |
Northern Lights Fund Trust II |
|
| Qué we do |
||
| How does NLFT II protect my personal information? |
A protect your personal information from unauthorized access and use, we use security measures that comply with federal law. Estas measures include computer safeguards and secured files and buildings. |
|
| How does NLFT II collect my personal information? |
Nosotros collect your personal information, for example, when you |
|
|
● open
● give us your income information
● provide employment information
|
● provide
● give us your contact information |
|
| Nosotros also collect your personal information from others, such as credit bureaus, affiliates, or other companies. |
||
| Por qué can’t I limit all sharing? |
Federal
● 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
Estado |
|
| Definitions | ||
| Afiliados |
Empresas
● Northern Lights Fund Trust II has no affiliates.
|
|
| Nonaffiliates |
Empresas
● NLFT II does not share with nonaffiliates so they can market to you. |
|
| Joint marketing |
UN
● Our joint marketing partners include other financial service companies. |
|
PROXY
VOTING POLICY
Information
regarding how the Fund voted proxies relating to portfolio securities for the most recent twelve month period ended June 30 as
well as a description of the policies and procedures that the Fund uses to determine how to vote proxies is available without
charge, upon request, by calling 1-844-322-8112 or by referring to the Securities and Exchange Commission’s (“SEC”)
website at http://www.sec.gov.
PORTFOLIO
HOLDINGS
los
Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on
Form N-Q. Form N-Q is available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the
SEC’s Public Reference Room in Washington, DC (1-800-SEC-0330). The information on Form N-Q is available without
charge, upon request, by calling 1-844-322-8112.
| INVESTMENT ADVISOR |
| F/m Investments LLC |
| 3050 K Street NW, Suite W-170 |
| Washington, DC 20007 |
| ADMINISTRATOR |
| Geminis Fund Services, LLC |
| 80 Arkay Dr., Suite 110 |
| Hauppauge, NY 11788 |
Item 2. Code of Ethics.
(a) As
of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions,
regardless of whether these individuals are employed by the registrant or a third party.
(b) For
purposes of this item, “code of ethics” means written standards that are reasonably designed to deter wrongdoing and
to promote:
| (1) | Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
| (2) | Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant; |
| (3) | Compliance with applicable governmental laws, rules, and regulations; |
| (4) | The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; y |
| (5) | Accountability for adherence to the code. |
(c) Amendments:
During the period covered by the report, there have not been any amendments to the provisions of the code of ethics.
(d) Waivers:
During the period covered by the report, the registrant has not granted any express or implicit waivers from the provisions of
the code of ethics.
(e) The Code of Ethics is not posted on Registrant’
website.
(f) A copy of the Code of Ethics is attached
as an exhibit.
Item 3. Audit Committee Financial Expert.
(a) The Registrant’s board of trustees
has determined that Keith Rhoades is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Rhoades is independent
for purposes of this Item.
Item 4. Principal Accountant Fees and Services.
| 2017 | 2018 | 2019 | ||||||||||
| F/m Investments European L/S Small Cap Fund | PS | 15,500 | PS | 15,000 | PS | 15,500 | ||||||
| 2017 | 2018 | 2019 | ||||||||||
| F/m Investments European L/S Small Cap Fund | Ninguna | Ninguna | Ninguna | |||||||||
| 2017 | 2018 | 2019 | ||||||||||
| F/m Investments European L/S Small Cap Fund | PS | 3,100 | PS | 3,150 | PS | 3,250 | ||||||
Preparation of Federal & State
income tax returns, assistance with calculation of required income, capital gain and excise distributions and preparation of Federal
excise tax returns.
| 2017 | 2018 | 2019 | ||||||||||
| F/m Investments European L/S Small Cap Fund | Ninguna | Ninguna | Ninguna | |||||||||
| (e) | (1) Audit Committee’s Pre-Approval Policies |
The registrant’s
Audit Committee is required to pre-approve all audit services and, when appropriate, any non-audit services (including audit-related,
tax and all other services) to the registrant. The registrant’s Audit Committee also is required to pre-approve, when appropriate,
any non-audit services (including audit-related, tax and all other services) to its adviser, or any entity controlling, controlled
by or under common control with the adviser that provides ongoing services to the registrant, to the extent that the services may
be determined to have an impact on the operations or financial reporting of the registrant. Services are reviewed on an engagement
by engagement basis by the Audit Committee.
| (2) | Percentages of Services Approved by the Audit Committee |
| F/m Investments European L/S Small Cap Fund | ||||||||||||
| 2017 | 2018 | 2019 | ||||||||||
| Audit-Related Fees: | 0.00 | % | 0.00 | % | 0.00 | % | ||||||
| Tax Fees: | 0.00 | % | 0.00 | % | 0.00 | % | ||||||
| All Other Fees: | 0.00 | % | 0.00 | % | 0.00 | % | ||||||
| (f) | During the audit of registrant's financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant's engagement were attributed to work performed by persons other than the principal accountant's full-time, permanent employees. |
| (g) | The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant: |
| 2017 | 2018 | 2019 | ||||||||||
| F/m Investments European L/S Small Cap Fund | PS | 3,100 | PS | 3,150 | PS | 3,250 | ||||||
(h) The
registrant's audit committee has considered whether the provision of non-audit services to the registrant's investment adviser
(not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing
services to the registrant, that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible
with maintaining the principal accountant's independence.
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. Ninguna
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 Registrant’s
last fiscal half-year 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) Code of Ethics filed herewith.
(a)(3) Not applicable for open-end investment
companies.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
(Registrant) Northern Lights Fund Trust
II
By (Signature and Title)
/s/ Kevin E. Wolf
Kevin E. Wolf, Principal
Executive Officer/President
Fecha 1/7/20
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
Fecha 1/7/20
By (Signature and Title)
/s/ Erik Naviloff
Erik Naviloff, Principal Financial Officer/Treasurer
Fecha 1/7/20
Northern Lights Fund Trust II
CODE OF ETHICS
May 17, 2011
Northern Lights Fund Trust II (the “Trust”) and each of its series (the “Funds”) has adopted this Code of Ethics (the “Code”) in order to set forth guidelines and procedures that promote ethical practices and conduct by all of its Access Persons and to ensure that all Access Persons comply with the federal securities laws. Although this Code contains a number of specific standards and policies, there are four key principles embodied throughout the Code.
THE INTERESTS OF THE FUNDS MUST ALWAYS BE PARAMOUNT
Access Persons have a legal, fiduciary duty to place the interests of the Funds ahead of their own. In any decision relating to their personal investments, Access Persons must scrupulously avoid serving their own interests ahead of those of the Trust.
Access Persons may not take advantage of their relationship with the Funds
Access Persons should avoid any situation (unusual investment opportunities, perquisites and accepting gifts of more than token value from persons seeking to do business with the Funds) that might compromise, or call into question, the exercise of their fully independent judgment in the interests of the Funds.
All Personal Securities Transactions should avoid any actual, potential, or apparent conflicts of interest
Although all Personal Securities Transactions by Access Persons must be conducted in a manner consistent with this Code, the Code itself is based on the premise that Access Persons owe a fiduciary duty to the Funds, and should avoid any activity that creates an actual, potential, or apparent conflict of interest. This includes executing transactions through or for the benefit of a third party when the transaction is not in keeping with the general principles of this Code.
Access Persons must adhere to these general principles as well as comply with the specific provisions of this Code. Technical compliance with the Code and its procedures will not automatically prevent scrutiny of trades that show a pattern of abuse of an individual’s fiduciary duty to the Funds.
Access Persons must comply with all applicable laws
In both work-related and personal activities, Access Persons must comply with all applicable laws, including the federal securities laws.
Any violations of this Code should be reported promptly to the Chief Compliance Officer or his designee. Failure to do so will be deemed a violation of the Code.
DEFINITIONS
“Access Person” shall have the same meaning as set forth in Rule 17j-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) and shall include:
1.
all officers and trustees (or persons occupying a similar status or performing a similar function) of the Funds;
2)
all officers and trustees (or persons occupying a similar status or performing a similar function) of the Advisers with respect to its corresponding series of the Trust
3)
any employee of the Trust or the Advisers (or of any company controlling or controlled by or under common control with the Trust or the Advisers) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by the Funds, or whose functions relate to the making of any recommendations with respect to the purchase or sale; y
4)
any other natural person controlling, controlled by or under common control with the Trust or the Advisers who obtains information concerning recommendations made to the Funds with regard to the purchase or sale of Covered Securities by the Funds.
“Beneficial Ownership” means in general and subject to the specific provisions of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, having or sharing, directly or indirectly, through any contract arrangement, understanding, relationship, or otherwise, a direct or indirect “pecuniary interest” in the security.
“Chief Compliance Officer” means the Code of Ethics Compliance Officer of the Trust with respect to Trustees and officers of the Trust, or the CCO of the Advisers with respect to Advisers personnel.
“Code” means this Code of Ethics.
“Covered Security” means any Security, except (i) direct obligations of the U.S. Government, (ii) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, and (iii) shares issued by open-end mutual Funds.
"Decision Making Access Person” means any Access Person who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a security by the Funds, or whose functions relate to the making of any recommendations with respect to such purchases or sales. Decision Makers typically are Advisers personnel.
“Funds” means series of the Trust.
“Immediate family” means an individual’s spouse, child, stepchild, grandchild, parent, stepparent, grandparent, siblings, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and should include adoptive relationships. For purposes of determining whether an Access Person has an “indirect pecuniary interest” in securities, only ownership by “immediate family” members sharing the same household as the Access Person will be presumed to be an “indirect pecuniary interest” of the Access Person, absent special circumstances.
“Independent Trustees” means those Trustees of the Trust that would not be deemed an “interested person” of the Trust, as defined in Section 2(a)(19)(A) of the 1940 Act.
“Indirect Pecuniary Interest” includes, but is not limited to: (a) securities held by members of the person’s Immediate Family sharing the same household (which ownership interest may be rebutted); (b) a general partner’s proportionate interest in Fund securities held by a general or limited partnership; (c) a person’s right to dividends that is separated or separable from the underlying securities (otherwise, a right to dividends alone will not constitute a pecuniary interest in securities); (d) a person’s interest in securities held by the Trust; (e) a person’s right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable; and (f) a performance-related fee, other than an asset based fee, received by any broker, dealer, bank, insurance company, investment company, investment manager, Trustee, or person or entity performing a similar function, with certain exceptions.
“Pecuniary Interest” means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in securities.
“Personal Securities Transaction” means any transaction in a Covered Security in which an Access Person has a direct or indirect Pecuniary Interest.
“Purchase or Sale of a Security” includes the writing of an option to purchase or sell a Security. A Security shall be deemed “being considered for Purchase or Sale” for the Trust when a recommendation to purchase or sell has been made and communicated by a Decision Making Access Person, and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation. These recommendations are placed on the “Restricted List” until they are no longer being considered for Purchase or Sale, or until the Security has been purchased or sold.
“Restricted List” means the list of securities maintained by the Chief Compliance Officer in which trading by Access Persons is generally prohibited.
“Security” means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-Trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-Trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, or, in general, an interest or instrument commonly know as “security”, or any certificate or interest or participation in temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase (including options) any of the foregoing.
“Advisers” means the Advisers to the Trust.
“Trust” means Northern Lights Fund Trust II.
PROHIBITED ACTIONS AND ACTIVITIES
A.
No Access Person shall purchase or sell directly or indirectly, any Covered Security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership and which he or she knows or should have known at the time of such purchase or sale;
(1)
is being considered for purchase or sale by a Fund, or
(2)
is being purchased or sold by a Fund.
B.
Decision-Making Access Persons may not participate in any initial public offering of Covered Securities in any account over which they exercise Beneficial Ownership. All other Access Persons must obtain prior written authorization from the Chief Compliance Officer or his designee prior to such participation;
C.
No Access Person may purchase a Covered Security in which by reason of such transaction they acquire Beneficial Ownership in a private placement of a Security, without prior written authorization of the acquisition by the Chief Compliance Officer or his designee;
RE.
Access Persons may not accept any fee, commission, gift, or services, other than de minimus gifts, from any single person or entity that does business with or on behalf of the Trust;
MI.
Decision-Making Access Persons may not serve on the board of directors of a publicly traded company without prior authorization from the Chief Compliance Officer or his designee based upon a determination that such service would be consistent with the interests of the Trust. If such service is authorized, procedures will then be put in place to isolate such Decision-Making Access Persons serving as directors of outside entities from those making investment decisions on behalf of the Trust.
Advanced notice should be given so that the Trust or Advisers may take such action concerning the conflict as deemed appropriate by the Chief Compliance Officer or his designee.
F.
Decision-Making Access Person may not execute a Personal Securities Transaction involving a Covered Security without authorization of the Chief Compliance Officer or such persons who may be designated by the Chief Compliance Officer from time to time.
SOL.
It shall be a violation of this Code for any Access Person, in connection with the purchase or sale, directly or indirectly, of any Covered Security held or to be acquired by a Fund:
a.
to employ any device, scheme or artifice to defraud the Trust;
si.
to make to the Trust any untrue statement of a material fact or to omit to state to the Trust a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;
c.
to engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Trust; o
d.
to engage in any manipulative practice with respect to the Trust.
EXEMPTED TRANSACTIONS
The provisions described above under the heading Prohibited Actions and Activities and the preclearance procedures under the heading Preclearance of Personal Securities Transactions do not apply to:
·
Purchases or Sales of Securities effected in any account in which an Access Person has no Beneficial Ownership;
·
Purchases or Sales of Securities which are non-volitional on the part the Access Person (for example, the receipt of stock dividends);
·
Purchase of Securities made as part of automatic dividend reinvestment plans;
·
Purchases of Securities made as part of an employee benefit plan involving the periodic purchase or company stock or mutual Funds; y
·
Purchases of Securities effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent such rights were acquired from such issuer, and sale of such rights so acquired.
PRECLEARANCE OF PERSONAL SECURITIES TRANSACTIONS
All Decision-Making Access Persons wishing to engage in a Personal Securities Transaction must obtain prior authorization of any such Personal Securities Transaction from the Chief Compliance Officer or such person or persons that the Chief Compliance Officer may from time to time designate to make such authorizations. Personal Securities Transactions by the Chief Compliance Officer shall require prior authorization from the President or Chief Executive Officer of the Trust (unless such person is also the Chief Compliance Officer), who shall perform the review and approval functions relating to reports and trading by the Chief Compliance Officer. The Trusts shall adopt the appropriate forms and procedures for implementing this Code of Ethics.
Any authorization so provided is effective until the close of business on the fifth trading day after the authorization is granted. In the event that an order for the Personal Securities Transaction is not placed within that time period, a new authorization must be obtained. If the order for the transaction is placed but not executed within that time period, no new authorization is required unless the person placing the order originally amends the order in any manner. Authorization for “good until canceled” orders is effective unless the order conflicts with a Trust order.
If a person wishing to effect a Personal Securities Transaction learns, while the order is pending, that the same Security is being considered for Purchase or Sale by a Fund, such person shall cancel the trade.
REPORTING AND MONITORING
The Chief Compliance Officer or such person or persons that the Chief Compliance Officer may from time to time designate shall monitor all personal trading activity of all Access Persons pursuant to the procedures established under this Code.
Disclosure of Personal Brokerage Accounts
Within ten days of the commencement of employment or at the commencement of a relationship with the Trust, all Access Persons, except Independent Trustees, are required to submit to the Chief Compliance Officer or his designee a report stating the names and account numbers of all of their personal brokerage accounts, brokerage accounts of members of their Immediate Family, and any brokerage accounts which they control or in which they or an Immediate Family member has Beneficial Ownership. Such report must contain the date on which it is submitted and the information in the report must be current as of a date no more than 45 days prior to that date. In addition, if a new brokerage account is opened during the course of the year, the Chief Compliance Officer or his designee must be notified immediately.
The information required by the above paragraph must be provided to the Chief Compliance Officer or his designee on an annual basis, and the report of such should be submitted with the annual holdings reports described below.
Each of these accounts is required to furnish duplicate confirmations and statements to the Chief Compliance Officer or his designee. These statements and confirms for each series of the Trust may be sent to the Advisers.
INITIAL HOLDINGS REPORT
Within ten days of becoming an Access Person (and with information that is current as of a date no more than 45 days prior to the date that the report was submitted), each Access Person, except Independent Trustees must submit a holdings report that must contain, at a minimum, the title and type of Security, and as applicable, the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Covered Security in which the Access Person has any direct or indirect Beneficial Ownership. This report must state the date on which it is submitted.
ANNUAL HOLDINGS REPORTS
All Access Persons, except Independent Trustees, must supply the information that is required in the initial holdings report on an annual basis, and such information must be current as of a date no more than 45 days prior to the date that the report was submitted. Such reports must state the date on which they are submitted.
QUARTERLY TRANSACTION REPORTS
All Access Persons shall report to the Chief Compliance Officer or his designee the following information with respect to transactions in a Covered Security in which such person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership in the Covered Security:
·
The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and the principal amount of each Covered Security;
·
The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
·
The price of the Covered Security at which the transaction was effected; y
·
The name of the broker, dealer, or bank with or through whom the transaction was effected.
·
The date the Access Person Submits the Report.
Reports pursuant to this section of this Code shall be made no later than 30 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall include a certification that the reporting person has reported all Personal Securities Transactions required to be disclosed or reported pursuant to the requirements of this Code. Confirmations and Brokerage Statements sent directly to each Adviser’s address noted above is an acceptable form of a quarterly transaction report.
An Independent Trustee need only make a quarterly transaction report if he or she, at the time of the transaction, knew, or in the ordinary course of fulfilling his or her official duties as a Trustee, should have known that during the 15-day period immediately preceding or following the date of the transaction by the Independent Trustee, the Covered Security was purchased or sold by a Fund or was considered for purchase or sale by a Fund.
ENFORCEMENTS AND PENALTIES
The Chief Compliance Officer or his designee shall review the transaction information supplied by Access Persons. If a transaction appears to be a violation of this Code, the transaction will be reported to the Trusts Board of Trustees.
Upon being informed of a violation of this Code, the Trusts Board of Trustees may impose sanctions as it deems appropriate, including but not limited to, a letter of censure or suspension, termination of the employment of the violator, or a request for disgorgement of any profits received from a securities transaction effected in violation of this Code. The Trusts shall impose sanctions in accordance with the principle that no Access Person may profit at the expense of its clients. Any losses are the responsibility of the violator. Any profits realized on personal securities transactions in violation of the Code must be disgorged in a manner directed by the Board of Trustees.
Annually, the Chief Compliance Officer at each regular meeting of the Board shall issue a report on Personal Securities Transactions by Access Person. The report submitted to the board shall:
·
Summarize existing procedures concerning Personal Securities investing and any changes in the procedures made during the prior year;
·
Identify any violations of this Code and any significant remedial action taken during the prior year; and;
·
Identify any recommended changes in existing restrictions or procedures based upon the experience under the Code, evolving industry practices or developments in applicable laws and regulations.
ACKNOWLEDGMENT
The Trust must provide all Access Persons with a copy of this Code. Upon receipt of this Code, all Access Persons must do the following:
All new Access Persons must read the Code, complete all relevant forms supplied by the Chief Compliance Officer or his designee (including a written acknowledgement of their receipt of the Code), and schedule a meeting with the Chief Compliance Officer or his designee to discuss the provisions herein within two calendar weeks of employment.
Existing Access Persons who did not receive this Code upon hire, for whatever reason, must read the Code, complete all relevant forms supplied by the Chief Compliance Officer or his designee (including a written acknowledgement of their receipt of the Code), and schedule a meeting with the Chief Compliance Officer or his designee to discuss the provisions herein at the earliest possible time, but no later than the end of the current quarter.
All Access Persons must certify on an annual basis that they have read and understood the Code.
CERTIFICATIONS
I, Kevin E. Wolf, certify that:
1. I
have reviewed this report on Form N-CSR of F/m Investments European L/S Small Cap Fund (a series of Northern Lights Fund Trust
II);
2. Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report;
3. Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are
required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The
registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined
in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
a) designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
b) designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated
the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based
on such evaluation; y
d) disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal
quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; y
5. The
registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):
a) all
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information;
y
b) any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal
control over financial reporting.
Fecha: 1/7/20
/s/ Kevin E. Wolf
Kevin E. Wolf
Principal Executive Officer/President
I, Erik Naviloff, certify that:
1. I
have reviewed this report on Form N-CSR of the F/m Investments European L/S Small Cap Fund (a series of Northern Lights Fund Trust
II);
2. Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report;
3. Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are
required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The
registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined
in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
a) designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
b) designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated
the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based
on such evaluation; y
d) disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal
quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; y
5. The
registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):
a) all
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information;
y
b) any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal
control over financial reporting.
Fecha: 1/7/20
/s/ Erik
Naviloff
Erik Naviloff
Principal Financial Officer/Treasurer
certification
Kevin E. Wolf, Principal Executive Officer/President,
and Erik Naviloff, Principal Financial Officer/Treasurer of Northern Lights Fund Trust II (the “Registrant”), each
certify to the best of his knowledge that:
1. The
Registrant’s periodic report on Form N-CSR for the period ended October 31, 2019 (the “Form N-CSR”) fully complies
with the requirements of Sections 15(d) of the Securities Exchange Act of 1934, as amended; y
2. The
information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations
of the Registrant.
| Principal Executive Officer/President | Principal Financial Officer/Treasurer | |
| Northern Lights Fund Trust II | Northern Lights Fund Trust II | |
| /s/ Kevin E. Wolf | /s/ Erik Naviloff | |
| Kevin E. Wolf | Erik Naviloff | |
| Date: 1/7/20 | Date: 1/7/20 |
A signed original of this written statement required by Section
906 of the Sarbanes-Oxley Act of 2002 has been provided to the Northern Lights Fund Trust II and will be retained by the Northern
Lights Fund Trust II and furnished to the Securities and Exchange Commission (the “Commission”) or its staff upon request.
This certification is being furnished to the Commission solely pursuant
to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR filed with the Commission.
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