Form N-CSRS NORTHERN LIGHTS FUND For: Jun 30

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

form n-csr

certified shareholder report of registered management
investment companies

Investment Company Act file number 811-22549

 

Northern Lights Fund Trust II

(Exact name of registrant as specified in charter)

 

225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246

(Address of principal executive offices) (Zip code)

 

Kevin Wolf, Gemini Fund Services, LLC

80 Arkay Drive, Suite 110 Hauppauge, NY 11788

(Name and address of agent for service)

 

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

 

Date of fiscal year end: 12/31

 

Date of reporting period: 06/30/19

 

Item 1. Reports to Stockholders.

 

Acclivity Small Cap Value Fund

Semi-Annual Report

June 30, 2019

www.acclivityfunds.com

1 (855) 873-3837

Distributed by Northern Lights Distributors, LLC

Member FINRA

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds’ shareholder reports like this one will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Funds’ website www.acclivityfunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

 

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Funds electronically or to continue receiving paper copies of shareholder reports, which are available free of charge, by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by following the instructions included with paper Fund documents that have been mailed to you.

ACCLIVITY SMALL CAP VALUE FUND

PORTFOLIO REVIEW (Unaudited)

June 30, 2019

 

The Fund’s performance figures* for the period ended June 30, 2019, compared to its benchmark:

 

	Six Months	Since Inception (12/31/18)
Acclivity Small Cap Value Fund - Class I	11.50%	11.50%
Acclivity Small Cap Value Fund - Class N	11.40%	11.40%
Russell 2000® Value Total Return Index**	13.47%	13.47%

 

*

The performance data quoted here represents past performance. The performance comparison includes reinvestment of all dividends and capital gain distributions, if any. Current performance may be lower or higher than the performance data quoted above. Past performance is no guarantee of future results. The investment return and principal value of an investment will fluctuate so that investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The Fund’s total annual operating expenses are 0.95% for Class I shares and 1.20% for Class N shares per the December 31, 2018, prospectus. After fee waivers, the Fund’s total annual operating expenses are 0.68% for Class I shares and 0.93% for Class N shares. For performance information current to the most recent month-end, please call toll-free 1-855-873-3837 (1-855-USE-ETFS).

 

**

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

 

Holdings By Asset Class as of June 30, 2019		% of Net Assets
Common Stock			99.3	%
Short-Term Investment			9.3	%
Liabilities in Excess of Other Assets			(8.6	)%
			100.0	%

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

ACCLIVITY SMALL CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Unaudited)

June 30, 2019

 

Shares						Value
				COMMON STOCKS - 99.3%
				AEROSPACE/DEFENSE - 0.7%
	61			AAR Corp.		$	2,244
	17			CPI Aerostructures, Inc. *			143
	200			Wesco Aircraft Holdings, Inc. *			2,220
							4,607
				AGRICULTURE - 0.8%
	13			Alico, Inc.			394
	136			Darling Ingredients, Inc. *			2,705
	29			Universal Corp.			1,762
							4,861
				AIRLINES - 1.1%
	84			Hawaiian Holdings, Inc.			2,304
	80			SkyWest, Inc.			4,854
							7,158
				APPAREL - 0.3%
	10			Delta Apparel, Inc. *			232
	48			Lakeland Industries, Inc. *			538
	17			Rocky Brands, Inc.			464
	16			Weyco Group, Inc.			427
							1,661
				AUTO MANUFACTURERS - 0.2%
	86			Wabash National Corp.			1,399
				AUTO PARTS & EQUIPMENT - 2.5%
	36			Commercial Vehicle Group, Inc. *			289
	90			Cooper Tire & Rubber Co.			2,840
	32			Cooper-Standard Holdings, Inc. *			1,466
	195			Dana, Inc.			3,888
	209			Goodyear Tire & Rubber Co. (The)			3,198
	57			Methode Electronics, Inc.			1,628
	14			Miller Industries, Inc.			431
	91			Modine Manufacturing Co. *			1,302
	25			Tower International, Inc.			488
							15,530
				BANKS - 11.9%
	7			Allegiance Bancshares, Inc. *			233
	167			Associated Banc-Corp.			3,530
	12			Bank of Princeton (The)			360
	27			Bar Harbor Bankshares			718

 

See accompanying notes to financial statements.

ACCLIVITY SMALL CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

June 30, 2019

 

Shares						Value
				BANKS - 11.9% (Continued)
	14			Byline Bancorp, Inc. *		$	268
	56			Chemical Financial Corp.			2,302
	12			County Bancorp, Inc.			205
	36			Customers Bancorp, Inc. *			756
	16			Equity Bancshares, Inc. *			427
	226			First Bancorp			2,495
	19			First Financial Corp.			763
	70			First Foundation, Inc.			941
	5			First Guaranty Bancshares, Inc.			104
	239			First Horizon National Corp.			3,568
	19			First Internet Bancorp			409
	145			First Midwest Bancorp, Inc.			2,968
	90			First Northwest Bancorp			1,463
	227			FNB Corp.			2,672
	17			Franklin Financial Network, Inc.			474
	74			Great Western Bancorp, Inc.			2,643
	10			Guaranty Bancshares, Inc.			312
	92			Hilltop Holdings, Inc.			1,957
	28			HomeStreet, Inc. *			830
	180			Hope Bancorp, Inc.			2,480
	147			Howard Bancorp, Inc. *			2,230
	56			IBERIABANK Corp.			4,248
	17			Independent Bank Group, Inc.			934
	47			Kearny Financial Corp.			625
	115			LCNB Corp.			2,185
	6			Middlefield Banc Corp.			246
	37			Midland States Bancorp, Inc.			989
	25			MidWestOne Financial Group, Inc.			699
	53			OFG Bancorp			1,260
	151			Old National Bancorp			2,505
	10			Old Point Financial Corp.			221
	51			Opus Bank			1,077
	88			PacWest Bancorp			3,417
	27			Premier Financial Bancorp, Inc.			405
	52			Prosperity Bancshares, Inc.			3,435
	11			RBB Bancorp			213
	68			Renasant Corp.			2,444
	12			SB Financial Group, Inc.			198
	32			Select Bancorp, Inc. *			366
	110			Simmons First National Corp.			2,559

 

See accompanying notes to financial statements.

ACCLIVITY SMALL CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

June 30, 2019

 

Shares						Value
				BANKS - 11.9% (Continued)
	5			SmartFinancial, Inc. *		$	108
	18			South State Corp.			1,326
	40			Southern National Bancorp of Virginia, Inc.			612
	11			Stewardship Financial Corp.			170
	15			Two River Bancorp			215
	154			Umpqua Holdings Corp.			2,555
	346			Valley National Bancorp			3,730
	51			WesBanco, Inc.			1,966
							73,816
				BEVERAGES - 0.0% **
	8			Coffee Holding Co., Inc. *			33
				BIOTECHNOLOGY - 0.8%
	97			Harvard Bioscience, Inc. *			194
	80			Mersana Therapeutics, Inc. *			324
	121			Myriad Genetics, Inc. *			3,361
	346			PDL BioPharma, Inc. *			1,086
							4,965
				BUILDING MATERIALS - 0.5%
	24			Armstrong Flooring, Inc. *			236
	61			Boise Cascade Co.			1,715
	78			Griffon Corp.			1,320
							3,271
				CHEMICALS - 2.7%
	62			AgroFresh Solutions, Inc. *			94
	50			American Vanguard Corp.			771
	197			Element Solutions, Inc. *			2,037
	219			Huntsman Corp.			4,476
	20			Innophos Holdings, Inc.			582
	160			Intrepid Potash, Inc. *			538
	58			Kraton Corp. *			1,802
	61			Minerals Technologies, Inc.			3,264
	13			Oil-Dri Corp. of America			443
	132			Olin Corp.			2,892
							16,899
				COAL - 1.0%
	43			CONSOL Energy, Inc. *			1,144
	250			Gran Tierra Energy, Inc. *			398
	51			Hallador Energy Co.			287
	91			Peabody Energy Corp.			2,193
	90			SunCoke Energy, Inc. *			799
	60			Warrior Met Coal, Inc.			1,567
							6,388

 

See accompanying notes to financial statements.

ACCLIVITY SMALL CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

June 30, 2019

 

Shares						Value
				COMMERCIAL SERVICES - 3.1%
	37			ABM Industries, Inc.		$	1,480
	28			American Public Education, Inc. *			828
	67			ARC Document Solutions, Inc. *			137
	29			CAI International, Inc. *			720
	33			Carriage Services, Inc.			627
	49			Ennis, Inc.			1,005
	30			GP Strategies Corp. *			452
	4			Graham Holdings Co.			2,760
	96			Hertz Global Holdings, Inc. *			1,532
	66			Kelly Services, Inc.			1,729
	48			Macquarie Infrastructure Corp.			1,946
	52			Matthews International Corp.			1,812
	69			Navigant Consulting, Inc.			1,600
	97			Quad/Graphics, Inc.			767
	31			SEACOR Marine Holdings, Inc. *			464
	70			TrueBlue, Inc. *			1,544
							19,403
				COMPUTERS - 1.2%
	216			Conduent, Inc. *			2,071
	16			Data I/O Corp. *			72
	16			Key Tronic Corp. *			80
	78			NetScout Systems, Inc. *			1,980
	17			NetSol Technologies, Inc. *			95
	68			Presidio, Inc.			930
	85			Sykes Enterprises, Inc. *			2,334
							7,562
				COSMETICS/PERSONAL CARE - 0.3%
	76			Edgewell Personal Care Co. *			2,048
				DISTRIBUTION/WHOLESALE - 2.0%
	45			Anixter International, Inc. *			2,687
	55			G-III Apparel Group Ltd. *			1,618
	24			Houston Wire & Cable Co. *			126
	28			Manitex International, Inc. *			171
	30			ScanSource, Inc. *			977
	42			Titan Machinery, Inc. *			864
	79			Triton International Ltd.			2,588
	33			Veritiv Corp. *			641
	61			WESCO International, Inc. *			3,090
							12,762

 

See accompanying notes to financial statements.

ACCLIVITY SMALL CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

June 30, 2019

 

Shares						Value
				DIVERSIFIED FINANCIAL SERVICES - 10.6%
	44			Affiliated Managers Group, Inc.		$	4,054
	122			Air Lease Corp.			5,043
	117			Aircastle Ltd.			2,487
	9			Altisource Portfolio Solutions SA *			177
	34			Associated Capital Group, Inc.			1,272
	20			Consumer Portfolio Services, Inc. *			76
	91			Cowen, Inc. *			1,564
	58			Encore Capital Group, Inc. *			1,964
	75			GAIN Capital Holdings, Inc.			310
	10			Great Elm Capital Group, Inc. *			43
	16			INTL. FCStone, Inc. *			633
	162			Janus Henderson Group PLC			3,467
	114			Legg Mason, Inc.			4,364
	988			LendingClub Corp. *			3,241
	27			Marlin Business Services Corp.			673
	45			Mr Cooper Group, Inc. *			360
	348			Navient Corp.			4,750
	57			Nelnet, Inc.			3,376
	174			On Deck Capital, Inc. *			722
	190			OneMain Holdings, Inc.			6,424
	20			Oppenheimer Holdings, Inc.			544
	115			Pennyman Financial Services, Inc.			2,551
	20			Piper Jaffray Cos.			1,485
	79			PRA Group, Inc. *			2,223
	27			Regional Management Corp. *			712
	516			SLM Corp.			5,016
	88			Stifel Financial Corp.			5,197
	10			Virtus Investment Partners, Inc.			1,074
	109			Waddell & Reed Financial, Inc.			1,817
	16			Westwood Holdings Group, Inc.			563
							66,182
				ELECTRIC - 0.2%
	70			Ameresco, Inc. *			1,031
				ELECTRICAL COMPONENTS & EQUIPMENT - 0.9%
	45			Belden, Inc.			2,681
	34			Encore Wire Corp.			1,992
	15			Powell Industries, Inc.			570
	30			Ultralife Corp. *			239
							5,482

 

See accompanying notes to financial statements.

ACCLIVITY SMALL CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

June 30, 2019

 

Shares						Value
				ELECTRONICS - 3.8%
	80			Avnet, Inc.		$	3,622
	15			Bel Fuse, Inc.			258
	64			Benchmark Electronics, Inc.			1,608
	39			Comtech Telecommunications Corp.			1,096
	91			KEMET Corp.			1,712
	31			Kimball Electronics, Inc. *			503
	126			Knowles Corp. *			2,307
	142			nVent Electric PLC			3,520
	73			Sanmina Corp. *			2,210
	28			Tech Data Corp. *			2,929
	110			TTM Technologies, Inc. *			1,122
	158			Vishay Intertechnology, Inc.			2,610
							23,497
				ENGINEERING & CONSTRUCTION - 0.3%
	58			Aegion Corp. *			1,067
	36			Mistras Group, Inc. *			517
	20			VSE Corp.			574
							2,158
				ENTERTAINMENT - 0.5%
	32			Golden Entertainment, Inc. *			448
	53			International Speedway Corp.			2,379
	12			RCI Hospitality Holdings, Inc.			210
							3,037
				FOOD - 2.0%
	61			Fresh Del Monte Produce, Inc.			1,644
	142			Hain Celestial Group, Inc. (The) *			3,110
	162			Hostess Brands, Inc. *			2,339
	23			Ingles Markets, Inc.			716
	55			SpartanNash Co.			642
	43			TreeHouse Foods, Inc. *			2,326
	25			Village Super Market, Inc.			663
	28			Weis Markets, Inc.			1,019
							12,459
				FOREST PRODUCTS & PAPER - 1.3%
	27			Clearwater Paper Corp. *			499
	80			Domtar Corp.			3,562
	55			Mercer International, Inc.			851
	66			PH Glatfelter Co.			1,114
	157			Resolute Forest Products, Inc.			1,130
	42			Verso Corp. *			800
							7,956

 

See accompanying notes to financial statements.

ACCLIVITY SMALL CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

June 30, 2019

 

Shares						Value
				HAND/MACHINE TOOLS - 0.5%
	14			LS Starrett Co. (The) *		$	93
	115			Milacron Holdings Corp. *			1,587
	19			Regal Beloit Corp.			1,552
							3,232
				HEALTHCARE PRODUCTS - 0.9%
	26			Alpha Pro Tech Ltd. *			89
	46			AngioDynamics, Inc. *			906
	42			FONAR Corp. *			903
	148			Patterson Cos, Inc.			3,389
	9			RTI Surgical Holdings, Inc. *			38
							5,325
				HEALTHCARE - SERVICES - 2.5%
	127			Acadia Healthcare Co., Inc. *			4,439
	296			Brookdale Senior Living, Inc. *			2,134
	39			Magellan Health, Inc. *			2,895
	95			MEDNAX, Inc. *			2,397
	21			National HealthCare Corp.			1,704
	80			Triple-S Management Corp. *			1,908
							15,477
				HOME BUILDERS - 2.0%
	26			Century Communities, Inc. *			691
	78			KB Home			2,007
	35			M/I Homes, Inc. *			999
	82			MDC Holdings, Inc.			2,688
	46			Meritage Homes Corp. *			2,362
	141			Taylor Morrison Home Corp. *			2,955
	40			William Lyon Homes *			729
							12,431
				HOME FURNISHINGS - 0.2%
	33			Ethan Allen Interiors, Inc.			695
	8			Flexsteel Industries, Inc.			136
	36			Hooker Furniture Corp.			742
							1,573
				HOUSEWARE PRODUCTS/WARES - 0.8%
	157			ACCO Brands Corp.			1,236
	21			Acme United Corp.			474
	102			Central Garden & Pet Co. *			2,513
	41			Quanex Building Products Corp.			774
							4,997
				HOUSEWARES - 0.1%
	37			Lifetime Brands, Inc.			350

 

See accompanying notes to financial statements.

ACCLIVITY SMALL CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

June 30, 2019

 

Shares						Value
				INSURANCE - 9.0%
	84			Ambac Financial Group, Inc. *		$	1,415
	52			Argo Group International Holdings Ltd.			3,851
	84			Assured Guaranty Ltd.			3,535
	22			Blue Capital Reinsurance Holdings Ltd.			145
	116			Brighthouse Financial, Inc. *			4,256
	92			Citizens, Inc. *			672
	254			CNO Financial Group, Inc.			4,237
	55			Employers Holdings, Inc.			2,325
	33			Enstar Group Ltd. *			5,751
	31			FedNat Holding Co.			442
	886			Genworth Financial, Inc. *			3,287
	26			Global Indemnity Ltd.			805
	84			Greenlight Capital Re Ltd. *			713
	42			Hallmark Financial Services, Inc. *			598
	63			Heritage Insurance Holdings, Inc.			971
	70			Horace Mann Educators Corp.			2,820
	3			Investors Title Co.			501
	26			Kingstone Cos., Inc.			225
	176			National General Holdings Corp.			4,037
	6			National Western Life Group, Inc.			1,542
	84			ProAssurance Corp.			3,033
	26			Protective Insurance Corp.			452
	42			Stewart Information Services Corp.			1,701
	177			Third Point Reinsurance Ltd. *			1,827
	66			Tiptree, Inc.			416
	43			United Fire Group, Inc.			2,084
	4			White Mountains Insurance Group Ltd.			4,086
							55,727
				INTERNET - 1.4%
	70			Cars.com, Inc. *			1,380
	76			comScore, Inc. *			392
	84			DHI Group, Inc. *			300
	52			Liberty Expedia Holdings, Inc. *			2,485
	168			Liquidity Services, Inc. *			1,023
	96			Meet Group, Inc. (The) *			334
	96			New Media Investment Group, Inc.			906
	16			PC-Tel, Inc.			71
	24			Stamps.com, Inc. *			1,086
	116			TrueCar, Inc. *			633
							8,610
				INVESTMENT COMPANIES - 0.0% **
	13			Medallion Financial Corp. *			88

 

See accompanying notes to financial statements.

ACCLIVITY SMALL CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

June 30, 2019

 

Shares						Value
				IRON/STEEL - 1.4%
	94			Allegheny Technologies, Inc. *		$	2,369
	43			Carpenter Technology Corp.			2,063
	88			Commercial Metals Co.			1,571
	8			Friedman Industries, Inc.			56
	36			Schnitzer Steel Industries, Inc.			942
	57			Shiloh Industries, Inc. *			278
	107			United States Steel Corp.			1,638
							8,917
				LODGING - 0.2%
	153			BBX Capital Corp.			751
	41			Century Casinos, Inc. *			398
	55			Full House Resorts, Inc. *			103
							1,252
				MACHINERY - CONSTRUCTION & MINING - 0.2%
	44			Astec Industries, Inc.			1,433
				MACHINERY - DIVERSIFIED - 0.9%
	52			Briggs & Stratton Corp.			532
	13			Gencor Industries, Inc. *			169
	12			Hurco Cos., Inc.			427
	43			Intevac, Inc. *			208
	49			Manitowoc Co., Inc. (The) *			872
	57			NN, Inc.			556
	62			SPX FLOW, Inc. *			2,595
	18			Twin Disc, Inc. *			272
							5,631
				MEDIA - 2.4%
	26			Cumulus Media, Inc. *			482
	19			Emmis Communications Corp. *			90
	198			Entercom Communications Corp.			1,148
	276			Entravision Communications Corp.			861
	140			EW Scripps Co. (The)			2,141
	118			Gannett Co., Inc.			963
	230			Liberty Latin America Ltd. *			3,954
	8			Saga Communications, Inc.			250
	104			Townsquare Media, Inc.			560
	88			Tribune Media Co.			4,067
	60			Urban One, Inc. *			118
							14,634
				METAL FABRICATE/HARDWARE - 0.2%
	20			Ampco-Pittsburgh Corp. *			81
	19			Northwest Pipe Co. *			490
	11			Olympic Steel, Inc.			150
	51			Tredegar Corp.			848
							1,569

 

See accompanying notes to financial statements.

ACCLIVITY SMALL CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

June 30, 2019

 

Shares						Value
				MINING - 0.6%
	124			Alcoa Corp. *		$	2,903
	68			Gold Resource Corp.			230
	204			Hecla Mining Co.			367
							3,500
				MISCELLANEOUS MANUFACTURING - 0.8%
	87			American Outdoor Brands Corp. *			784
	31			EnPro Industries, Inc.			1,979
	14			Haynes International, Inc.			445
	97			Trinity Industries, Inc.			2,013
							5,221
				OFFICE FURNISHINGS - 0.0% **
	4			Kewaunee Scientific Corp.			77
				OIL & GAS - 4.7%
	8			Adams Resources & Energy, Inc.			274
	231			Antero Resources Corp. *			1,277
	27			Bonanza Creek Energy, Inc. *			564
	200			Centennial Resource Development, Inc. *			1,518
	218			CNX Resources Corp. *			1,594
	76			Delek US Holdings, Inc.			3,080
	56			Earthstone Energy, Inc. *			343
	148			EQT Corp.			2,340
	155			Gulfport Energy Corp. *			761
	100			Murphy Oil Corp.			2,465
	456			Nabors Industries Ltd.			1,322
	122			PBF Energy, Inc.			3,819
	44			PDC Energy, Inc. *			1,587
	228			Range Resources Corp.			1,591
	680			Southwestern Energy Co. *			2,149
	303			SRC Energy, Inc. *			1,503
	28			Trecora Resources *			268
	51			VAALCO Energy, Inc. *			85
	244			WPX Energy, Inc. *			2,808
							29,348
				OIL & GAS SERVICES - 1.7%
	129			Archrock, Inc.			1,367
	81			C&J Energy Services, Inc. *			954
	36			Era Group, Inc. *			300
	49			Exterran Corp. *			697
	20			Geospace Technologies Corp. *			302
	9			Gulf Island Fabrication, Inc. *			64
	36			Matrix Service Co. *			729
	12			Mitcham Industries, Inc. *			47
	16			Natural Gas Services Group, Inc. *			264

 

See accompanying notes to financial statements.

ACCLIVITY SMALL CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

June 30, 2019

 

Shares						Value
				OIL & GAS SERVICES - 1.7% (Continued)
	82			Newpark Resources, Inc. *		$	608
	36			Nine Energy Service, Inc. *			624
	112			NOW, Inc. *			1,653
	42			Nuverra Environmental Solutions, Inc. *			173
	74			Oil States International, Inc. *			1,354
	16			Ranger Energy Services, Inc. *			129
	117			Select Energy Services, Inc. *			1,358
							10,623
				PACKAGING & CONTAINERS - 0.4%
	49			Multi-Color Corp.			2,449
				PHARMACEUTICALS - 0.6%
	96			Assertio Therapeutics, Inc. *			331
	58			Lannett Co., Inc. *			351
	6			Natural Alternatives International, Inc. *			70
	15			Natural Health Trends Corp.			121
	136			Owens & Minor, Inc.			435
	79			Prestige Consumer Healthcare, Inc. *			2,503
							3,811
				PIPELINES - 0.2%
	98			SemGroup Corp.			1,176
				REAL ESTATE - 1.3%
	7			Consolidated-Tomoka Land Co.			418
	12			FRP Holdings, Inc. *			669
	36			Howard Hughes Corp. (The) *			4,458
	49			RE/MAX Holdings, Inc.			1,507
	150			Realogy Holdings Corp.			1,086
							8,138
				REAL ESTATE INVESTMENT TRUST - 0.1%
	69			Arlington Asset Investment Corp.			475
				RETAIL - 4.5%
	29			AutoNation, Inc. *			1,216
	94			Barnes & Noble Education, Inc. *			316
	129			Barnes & Noble, Inc.			863
	20			Bassett Furniture Industries, Inc.			305
	57			Beacon Roofing Supply, Inc. *			2,093
	190			Bed Bath & Beyond, Inc.			2,208
	102			BMC Stock Holdings, Inc. *			2,162
	46			Cato Corp. (The)			567
	28			Citi Trends, Inc.			409
	38			Conn’s, Inc. *			677
	48			Del Taco Restaurants, Inc. *			615

 

See accompanying notes to financial statements.

ACCLIVITY SMALL CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

June 30, 2019

 

Shares						Value
				RETAIL - 4.5% (Continued)
	106			EZCORP, Inc. *		$	1,004
	116			GameStop Corp.			635
	19			Genesco, Inc. *			804
	2			Good Times Restaurants, Inc. *			4
	42			Group 1 Automotive, Inc.			3,439
	33			Haverty Furniture Cos., Inc.			562
	19			Hibbett Sports, Inc. *			346
	22			J Alexander’s Holdings, Inc. *			247
	17			Kirkland’s, Inc. *			38
	31			MarineMax, Inc. *			510
	3			Movado Group, Inc.			81
	162			Party City Holdco, Inc. *			1,187
	9			Red Robin Gourmet Burgers, Inc. *			275
	55			Rush Enterprises, Inc.			2,009
	64			Signet Jewelers Ltd.			1,144
	74			Sonic Automotive, Inc.			1,728
	58			TravelCenters of America LLC *			210
	35			Vitamin Shoppe, Inc. *			138
	56			World Fuel Services Corp.			2,014
							27,806
				SAVINGS & LOANS - 2.4%
	51			Banc of California, Inc.			712
	66			Berkshire Hills Bancorp, Inc.			2,072
	1			Citizens Community Bancorp, Inc.			11
	19			First Financial Northwest, Inc.			269
	314			Investors Bancorp, Inc.			3,501
	354			New York Community Bancorp, Inc.			3,533
	18			Pacific Premier Bancorp, Inc.			556
	159			Sterling Bancorp			3,384
	65			United Financial Bancorp, Inc.			922
							14,960
				SEMICONDUCTORS - 2.2%
	33			Alpha & Omega Semiconductor Ltd. *			308
	27			Amtech Systems, Inc. *			149
	58			Axcelis Technologies, Inc. *			873
	375			AXT, Inc. *			1,485
	38			Cohu, Inc.			586
	60			Diodes, Inc. *			2,182
	96			Kulicke & Soffa Industries, Inc.			2,165
	76			Photronics, Inc. *			623
	81			Rambus, Inc. *			975
	47			Synaptics, Inc. *			1,370
	85			Veeco Instruments, Inc. *			1,039
	81			Xperi Corp.			1,668
							13,423

 

See accompanying notes to financial statements.

ACCLIVITY SMALL CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

June 30, 2019

 

Shares						Value
				SOFTWARE - 1.4%
	256			Allscripts Healthcare Solutions, Inc. *		$	2,977
	150			Avaya Holdings Corp. *			1,787
	68			InnerWorkings, Inc. *			260
	134			SecureWorks Corp. *			1,781
	213			TiVo Corp.			1,570
	7			Wayside Technology Group, Inc.			79
							8,454
				STOREAGE/WAREHOUSING - 0.3%
	63			Mobile Mini, Inc.			1,917
				TELECOMMUNICATIONS - 3.1%
	25			ATN International, Inc.			1,443
	10			Aviat Networks, Inc. *			137
	152			Consolidated Communications Holdings, Inc.			749
	35			Digi International, Inc. *			444
	80			EchoStar Corp. *			3,546
	110			Finisar Corp. *			2,516
	38			Iridium Communications, Inc. *			884
	33			LogMeIn, Inc.			2,431
	103			Maxar Technologies, Inc.			805
	62			NeoPhotonics Corp. *			259
	46			NETGEAR, Inc. *			1,163
	25			Spok Holdings, Inc.			376
	142			Telephone & Data Systems, Inc.			4,317
	13			TESSCO Technologies, Inc.			232
	12			Westell Technologies, Inc. *			23
							19,325
				TEXTILES - 0.1%
	18			Crown Crafts, Inc.			85
	16			Culp, Inc.			304
							389
				TRANSPORTATION - 3.0%
	36			ArcBest Corp.			1,012
	40			Atlas Air Worldwide Holdings, Inc. *			1,786
	14			Covenant Transportation Group, Inc. *			206
	94			Daseke, Inc. *			338
	42			Echo Global Logistics, Inc. *			877
	36			Hub Group, Inc. *			1,511
	53			Marten Transport Ltd.			962
	16			Park-Ohio Holdings Corp.			521
	61			Ryder System, Inc.			3,556

 

See accompanying notes to financial statements.

ACCLIVITY SMALL CAP VALUE FUND

PORTFOLIO OF INVESTMENTS (Unaudited)(Continued)

June 30, 2019

 

Shares												Value
				TRANSPORTATION - 3.0% (Continued)
	231			Schneider National, Inc.								$	4,213
	16			SEACOR Holdings, Inc. *									760
	93			US Xpress Enterprises, Inc. *									478
	72			Werner Enterprises, Inc.									2,238
													18,458
				TRUCKING & LEASING - 0.5%
	31			GATX Corp.									2,458
	10			Willis Lease Finance Corp. *									583
													3,041
				WATER - 0.0% **
	25			PICO Holdings, Inc. *									291
				TOTAL COMMON STOCKS (Cost - $609,271)									618,293
						Expiration Date		Subscription Price
				RIGHTS - 0.0% **
	96			Hertz Global Holdings, Inc. * (Cost - $248)		7/12/2019		$	12.95				187
				SHORT-TERM INVESTMENT - 9.3%
				MONEY MARKET FUND - 9.3%
	57,560			BlackRock Liquidity Funds T-Fund Portfolio, to yield 2.26% (a)(Cost - $57,560)									57,560
				TOTAL INVESTMENTS - 108.6% (Cost - $667,079)								$	676,040
				OTHER ASSETS LESS LIABILITIES - NET - (8.6)%									(53,418	)
				TOTAL NET ASSETS - 100.0%								$	622,622

 

*

Non-income producing security.

 

**

Represents less than 0.05%

 

PLC - Public Limited Company

 

(a)

Money market rate shown represents the rate at June 30, 2019.

 

See accompanying notes to financial statements.

Acclivity Small Cap Value Fund

STATEMENT OF ASSETS AND LIABILITIES (Unaudited)

June 30, 2019

 

ASSETS
Investment securities:
At cost		$	667,079
At value		$	676,040
Receivable for investments sold			82,961
Dividends and interest receivable			412
Receivable due from Advisor			13,732
Prepaid expenses and other assets			5,223
TOTAL ASSETS			778,368
LIABILITIES
Payable for investments purchased			133,192
Audit fees payable			8,828
Distribution (12b-1) fees payable			3
Payable to related parties			389
Printing Expense			6,537
Accrued expenses and other liabilities			6,797
TOTAL LIABILITIES			155,746
NET ASSETS		$	622,622
Net Assets Consist Of:
Paid in capital		$	618,280
Accumulated Earnings			4,342
NET ASSETS		$	622,622
Net Asset Value Per Share:
Class I Shares:
Net Assets		$	622,611
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)			55,832
Net asset value (Net Assets ÷ Shares Outstanding), offering price and redemption price per share		$	11.15
Class N Shares:
Net Assets		$	11
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)			1
Net asset value (Net Assets ÷ Shares Outstanding), offering price and redemption price per share (a)		$	11.14

 

(a)

Net asset value may not recalculate due to the rounding of shares.

 

See accompanying notes to financial statements.

Acclivity Small Cap Value Fund

STATEMENT OF OPERATIONS (Unaudited)

For the Period* Ended June 30, 2019

 

INVESTMENT INCOME
Dividends (Foreign Taxes Withheld - $2)		$	2,195
Interest			176
TOTAL INVESTMENT INCOME			2,371
EXPENSES
Investment advisory fees			572
Distribution (12b-1) fees:
Class N			30
Legal fees			14,807
Transfer agent fees			11,388
Third party administrative servicing fees			2,205
Registration fees			885
Administration fees			5,547
Trustees’ fees			7,357
Fund accounting fees			340
Audit fees			8,828
Compliance officer fees			47
Shareholder reporting expense			6,539
Custody fees			2,305
Insurance expense			72
Other expenses			1,981
TOTAL EXPENSES			62,903
Less: Fees waived/reimbursed by the Adviser			(62,165	)
NET EXPENSES			738
NET INVESTMENT INCOME			1,633
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS
Net realized loss from investments			(6,252	)
Net change in unrealized appreciation on investments			8,961
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS			2,709
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$	4,342

 

*

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

 

See accompanying notes to financial statements.

Acclivity Small Cap Value Fund

STATEMENT OF CHANGES IN NET ASSETS

 

		For the Period* Ended
		June 30, 2019
		(Unaudited)
FROM OPERATIONS
Net investment income		$	1,633
Net realized loss from investments			(6,252	)
Net change in unrealized appreciation of investments			8,961
Net increase in net assets resulting from operations			4,342
FROM SHARES OF BENEFICIAL INTEREST
Proceeds from shares sold
Class I			617,298
Class N			32,013
Payments for shares redeemed
Class I			(3	)
Class N			(31,028	)
Net increase in net assets from shares of beneficial interest			618,280
TOTAL INCREASE IN NET ASSETS			622,622
NET ASSETS
Beginning of Period			—
End of Period		$	622,622
SHARE ACTIVITY - CLASS I
Shares sold			55,832
Shares redeemed			0	^
Net increase in shares of beneficial interest outstanding			55,832
SHARE ACTIVITY - CLASS N
Shares sold			2,861
Shares redeemed			(2,860	)
Net increase in shares of beneficial interest outstanding			1

 

*

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

 

^

Represents less than 0.5 shares.

 

See accompanying notes to financial statements.

Acclivity Small Cap Value Fund

FINANCIAL HIGHLIGHTS

 

Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout the Period

 

		Class I
		Period* Ended
		June 30, 2019
		(Unaudited)
Net asset value, beginning of period		$	10.00
Activity from investment operations:
Net investment income (1)			0.09
Net realized and unrealized gain on investments			1.06
Total from investment operations			1.15
Net asset value, end of period		$	11.15
Total return (2)			11.50	% (6)
Net assets, at end of period (000s)		$	623
Ratio of gross expenses to average net assets (3)(4)			57.98	% (5)
Ratio of net expenses to average net assets (4)			0.67	% (5)
Ratio of net investment income to average net assets (4)			1.56	% (5)
Portfolio turnover rate			95	% (6)

 

*

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

 

(1)

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

 

(2)

Total returns shown exclude the effect of applicable redemption fees. Had the Adviser not waived a portion of the Fund’s expenses, total returns would have been lower.

 

(3)

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

 

(4)

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

 

(5)

Annualized.

 

(6)

Not annualized.

 

See accompanying notes to financial statements.

Acclivity Small Cap Value Fund

FINANCIAL HIGHLIGHTS

 

Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout the Period

 

		Class N
		Period* Ended
		June 30, 2019
		(Unaudited)
Net asset value, beginning of period		$	10.00
Activity from investment operations:
Net investment income (1)			0.08
Net realized and unrealized gain on investments			1.06
Total from investment operations			1.14
Net asset value, end of period		$	11.14
Total return (2)			11.40	% (6)
Net assets, at end of period		$	11
Ratio of gross expenses to average net assets (3)(4)			58.23	% (5)
Ratio of net expenses to average net assets (4)			0.92	% (5)
Ratio of net investment income to average net assets (4)			1.44	% (5)
Portfolio turnover rate			95	% (6)

 

*

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

 

(1)

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

 

(2)

Total returns shown exclude the effect of applicable redemption fees. Had the Adviser not waived a portion of the Fund’s expenses, total returns would have been lower.

 

(3)

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

 

(4)

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

 

(5)

Annualized for periods less than one full year.

 

(6)

Not annualized.

 

See accompanying notes to financial statements.

Acclivity Small Cap Value Fund

NOTES TO FINANCIAL STATEMENTS (Unaudited)

June 30, 2019

1.

ORGANIZATION

 

The Acclivity Small Cap Value Fund (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 January 2, 2019. The Fund seeks long term capital appreciation.

 

The Fund currently offers Class I shares and Class N shares. Class I and Class N shares are offered at net asset value without an initial sales charge. Class N shares are subject to a 0.25% Rule 12b-1 distribution and shareholder servicing fee. Each class represents an interest in the same assets of the Fund and classes are identical except for differences in their sales charge structures and ongoing service and distribution charges. All classes of shares have equal voting privileges except that each class has exclusive voting rights with respect to its shareholder service and/or distribution plans.

 

2.

SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies followed by the Fund in preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 “Financial Services – Investment Companies” including FASB Accounting Standard Update “ASU” 2013-08.

 

Security Valuation – Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the primary exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ at the NASDAQ Official Closing Price (“NOCP”). In the absence of a sale such securities shall be valued at the mean between the current bid and ask prices on the day of valuation. Investments valued in currencies other than the U.S. dollar are converted to U.S. dollars using exchange rates obtained from pricing services. Short-term debt obligations having 60 days or less remaining until maturity, at time of purchase, may be valued at amortized cost.

 

The Fund may hold securities, such as private investments, interests in commodity pools, other non-traded securities or temporarily illiquid securities, for which market quotations are not readily available or are determined to be unreliable. These securities will be valued using the “fair value” procedures approved by the Trust’s Board of Trustees (the “Board”). The Board has delegated execution of these procedures to a fair value team composed of one or more representatives from each of the (i) Trust, (ii) administrator, and (iii) Adviser. The team 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

Acclivity Small Cap Value Fund

NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)

June 30, 2019

third party valuation firm to attend 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, this fair value team is composed of one or more representatives from each of the (i) Trust, (ii) administrator, and (iii) adviser. The applicable investments are valued collectively via inputs from each of these groups. For example, fair value determinations are required for the following securities: (i) securities for which market quotations are insufficient or not readily available on a particular business day (including securities for which there is a short and temporary lapse in the provision of a price by the regular pricing source), (ii) securities for which, in the judgment of the adviser, the prices or values available do not represent the fair value of the instrument. Factors which may cause the adviser to make such a judgment include, but are not limited to, the following: only a bid price or an asked price is available; the spread between bid and asked prices is substantial; the frequency of sales; the thinness of the market; the size of reported trades; and actions of the securities markets, such as the suspension or limitation of trading; (iii) securities determined to be illiquid; (iv) securities with respect to which an event that will affect the value thereof has occurred (a “significant event”) since the closing prices were established on the principal exchange on which they are traded, but prior to the Fund’s calculation of its net asset values. Specifically, interests in commodity pools or managed futures pools are valued on a daily basis by reference to the closing market prices of each futures contract or other asset held by a pool, as adjusted for pool expenses. Restricted or illiquid securities, such as private investments or non-traded securities are valued via inputs from the adviser based upon the current bid for the security from two or more independent dealers or other parties reasonably familiar with the facts and circumstances of the security (who should take into consideration all relevant factors as may be appropriate under the circumstances). If the adviser is unable to obtain a current bid from such independent dealers or other independent parties, the fair value team shall determine the fair value of such security using the following factors: (i) the type of security; (ii) the cost at date of purchase; (iii) the size and nature of the Fund’s holdings; (iv) the discount from market value of unrestricted securities of the same class at the time of purchase and subsequent thereto; (v) information as to any transactions or offers with respect to the security; (vi) the nature and duration of restrictions on disposition of the security and the existence of any registration rights; (vii) how the yield of the security compares to similar securities of companies of similar or equal creditworthiness; (viii) the level of recent trades of similar or comparable securities; (ix) the liquidity characteristics of the security; (x) current market conditions; and (xi) the market value of any securities into which the security is convertible or exchangeable.

 

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

 

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

 

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

Acclivity Small Cap Value Fund

NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)

June 30, 2019

credit risk, yield curves, default rates and similar data.

 

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

 

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

 

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

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following tables summarize the inputs used as of June 30, 2019 for the Fund’s assets measured at fair value:

 

Acclivity Small Cap Value Fund
Assets *		Level 1				Level 2				Level 3				Total
Common Stocks		$	618,293			$	—			$	—			$	618,293
Rights			187								—				187
Short-Term Investment			57,560				—				—				57,560
Total		$	676,040			$	—			$	—			$	676,040

 

The Fund did not hold any Level 3 securities during the period.

 

*

See the Fund’s Portfolio of Investments for classification.

 

Security Transactions and Related Income – Security transactions are accounted for on trade date. Interest income is recognized on an accrual basis. Discounts are accreted and premiums are amortized on securities purchased over the lives of the respective securities. Dividend income is recorded on the ex-dividend date. Realized gains or losses from sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds. The 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.

Acclivity Small Cap Value Fund

NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)

June 30, 2019

Dividends and Distributions to Shareholders – Dividends from net investment income, if any, are declared and paid annually. Distributable net realized capital gains, if any, are declared and distributed annually in December. Dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are considered either temporary (i.e., deferred losses) or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their Federal tax-basis treatment; temporary differences do not require reclassification. Dividends and distributions to shareholders are recorded on ex-dividend date.

 

Federal Income Taxes – The Fund intends to continue to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of their taxable income to their shareholders. Therefore, no provision for federal income tax is required. The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits is expected to be taken in the Fund’s December 31, 2019 tax returns. The Fund has identified their major tax jurisdictions as U.S. Federal, Ohio, and foreign jurisdictions where the Fund makes significant investments. 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.

 

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

 

3.

INVESTMENT TRANSACTIONS

 

For the period ended June 30, 2019, cost of purchases and proceeds from sales of portfolio securities, other than short-term investments, amounted to:

 

Purchases				Sales
$	866,766			$	250,994

Acclivity Small Cap Value Fund

NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)

June 30, 2019

4.

INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES

 

Innealta Capital, LLC (the “Adviser”) serves as investment adviser to the Funds. Pursuant to an Advisory Agreement with the Fund, the Adviser, under the oversight of the Board, directs the daily operations of the Fund and supervises the performance of administrative and professional services provided by others. As compensation for its services and the related expenses borne by the Adviser, the Fund pays the Adviser a management fee, computed and accrued daily and paid monthly, at an annual rate of 0.55% of the Fund’s average daily net assets. For the period ended June 30, 2019, the Adviser earned $572.

 

Pursuant to a written contract (the “Waiver Agreement”), the Adviser has agreed, at least until April 30, 2020, to waive a portion of its advisory fee and has agreed to reimburse the Fund for other expenses to the extent necessary so that the total expenses incurred by the Fund (excluding taxes, leverage interest, brokerage commissions, expenses of investing in underlying funds, expenses incurred in connection with any merger or reorganization, dividend expense on securities sold short, or extraordinary expenses, such as litigation, not incurred in the ordinary course of the Fund’s business) do not exceed 0.67% and 0.92% for Class I and Class N shares, respectively.

 

If the Adviser waives any fee or reimburses any expenses pursuant to the Waiver Agreement for the Fund, and the Fund’s operating expenses are subsequently lower than its respective expense limitation, the Adviser shall be entitled to reimbursement by the Fund provided that such reimbursement does not cause the Fund’s operating expenses to exceed its expense limitation. If the Fund’s operating expenses subsequently exceed its expense limitation, the reimbursements for the Fund shall be suspended. The Adviser may seek reimbursement only for expenses waived or paid by it during the three fiscal years prior to such reimbursement; provided, however, that such expenses may only be reimbursed to the extent they were waived or paid after the date of the Waiver Agreement (or any similar agreement). The Board may terminate this expense reimbursement arrangement at any time. For the period ended June 30, 2019, the Adviser waived advisory fees and reimbursed the Fund for expenses in the amount of $62,165.

 

Distributor – The distributor for the Fund is Northern Lights Distributors, LLC (the “Distributor”). The Board has adopted the Trust’s Master Distribution and Shareholder Servicing Plans for Class N shares (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act to pay for ongoing distribution-related activities or shareholder services. Under the Plan, the Fund is permitted to pay a fee at an annual rate of 0.25% of the average daily net assets of Class N shares. For the six months ended June 30, 2019, pursuant to the Class N Plan, the Fund paid $30 in 12b-1 fees.

 

The Distributor acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares. The Distributor is an affiliate of GFS.

Acclivity Small Cap Value Fund

NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)

June 30, 2019

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

 

Gemini Fund Services, LLC (“GFS”) – 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”) – 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.

 

Blu Giant, LLC (“Blu Giant”) – 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.

 

On 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.

AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION – TAX BASIS

 

The identified cost of investments in securities owned by the Fund for federal income tax purposes, and its respective gross unrealized appreciation and depreciation at June 30, 2019, were as follows:

 

						Gross				Gross				Net Unrealized
		Tax				Unrealized				Unrealized				Appreciation/
		Cost				Appreciation				Depreciation				(Depreciation)
Acclivity Small Cap Value Fund		$	667,079			$	20,653			$	(11,692	)		$	8,961

 

6.

NEW ACCOUNTING PRONOUNCEMENTS

 

In 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 permitted and the Fund has adopted the amendments early.

Acclivity Small Cap Value Fund

NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)

June 30, 2019

7.

SUBSEQUENT EVENTS

 

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

Acclivity Small Cap Value Fund

EXPENSE EXAMPLES (Unaudited)

June 30, 2019

As a shareholder of Acclivity Small Cap Value Fund, you incur two types of costs: (1) transaction costs including redemption fees; and (2) ongoing costs, including advisory fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in Acclivity Small Cap Value Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

 

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2019 through June 30, 2019.

 

Actual Expenses

 

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

 

Hypothetical Example for Comparison Purposes

 

The “Hypothetical” line in the table below provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratios and an assumed rate of return of 5% per year before expenses, which are not the Funds’ actual returns. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

 

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

 

				Beginning								Expenses Paid				Annualized
				Account Value				Ending Account				During Period *				Expense Ratio
Actual				1/1/19				Value 6/30/19				1/1/19-6/30/19				During Period
Acclivity Small Cap Value Fund
		Class I		$	1,000.00			$	1,115.00			$	3.47				0.67	%
		Class N			1,000.00				1,114.00				4.77				0.92	%
Hypothetical (5% return before Expenses)
Acclivity Small Cap Value Fund
		Class I		$	1,000.00			$	1,021.47			$	3.36				0.67	%
		Class N			1,000.00				1,020.23				4.61				0.92	%

 

*

“Actual” expense information is for the period from January 2, 2019 (commencement of operations) to June 30, 2019. Actual expenses are equal to the Fund’s annualized net expense ratio multiplied by 179/365 (to reflect the period from commencement of operations to June 30, 2019). “Hypothetical” expense information for the Fund is presented on the basis of the full one-half year period to enable comparison to other funds. It is based on assuming the same net expense ratio and average account value over the period, but it is multiplied by the number of days in the period (181) divided by the number of days in the fiscal year (365).

Acclivity Small Cap Value Fund

SUPPLEMENTAL INFORMATION (Unaudited)

June 30, 2019

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

 

At a Regular meeting (the “Meeting”) of the Board of Trustees (the “Board”) of Northern Lights Fund Trust II (the “Trust”) held on July 23-24, 2018, the Board, including the disinterested Trustees (the “Independent Trustees”), considered the approval of an Investment Advisory Agreement between the Trust, on behalf of the Acclivity Small Cap Value Fund (“Acclivity Small Cap Value”) and Innealta Capital, LLC (“Innealta”) (the “Advisory Agreement”).

 

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

 

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

 

The Board then reviewed and discussed the written materials that were provided in advance of the Meeting and deliberated on the approval of the Advisory Agreement with respect to Acclivity Small Cap Value. 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 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 Advisory Agreement. In considering the approval of the Advisory Agreement, the Board reviewed and analyzed various factors that they determined were relevant, including the factors enumerated below.

 

Nature, Extent and Quality of Services. The Board reviewed materials provided by Innealta related to the proposed approval of the Advisory Agreement, including its ADV, a description of the manner in which investment decisions are made and executed, and a review of the personnel performing services for Innealta, including the team of individuals that will primarily monitor and execute the investment process. The Board discussed and noted their familiarity with Dr. Sciaraffia as the portfolio manager of the Dynamic Funds, two existing Funds of the Trust. The Board discussed the extent of Innealta’s research capabilities, the quality of its compliance infrastructure noting that Innealta had hired an outside compliance consulting firm, Blue River Partners, to assist in the development of its compliance program. Additionally, the Board received satisfactory responses from the representative of Innealta with respect to a series of important questions, including: whether Innealta or its principals were involved in any lawsuits or pending regulatory actions; whether the management of other accounts would conflict with its management of Acclivity Small Cap Value; and whether there are procedures in place to adequately allocate trades among its clients. The Board reviewed the description provided on the practices for monitoring compliance with Acclivity Small Cap

Acclivity Small Cap Value Fund

SUPPLEMENTAL INFORMATION (Unaudited)(Continued)

June 30, 2019

Value’s investment limitations, noting that Innealta’s chief compliance officer would routinely review the portfolio managers’ performance of their duties to ensure compliance under Innealta’s compliance program. The Board discussed the capitalization of Innealta, noting that Innealta was relatively newly formed and, based on discussions with the representative of Innealta, concluded that the owners of Innealta have the ability to make additional contributions in order to meet their obligations to the Acclivity Funds. The Board also discussed Innealta’s compliance program with the CCO of the Trust. The Board noted that the CCO of the Trust continued to represent that Innealta’s policies and procedures were reasonably designed to prevent violations of applicable securities laws. The Board concluded that Innealta had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the Advisory Agreement and that the nature, overall quality and extent of the management services to be provided by Innealta to Acclivity Small Cap Value appear to be satisfactory.

 

Performance. Because Acclivity Small Cap Value had not yet commenced operations, the Board could not consider its past performance. The Board noted that based on the experience of the portfolio managers and their track record of managing the Dynamic Funds, two existing series of the Trust, the Board believed that Innealta should be able to provide satisfactory performance for Acclivity Small Cap Value and their respective shareholders.

 

Fees and Expenses. As to the costs of the services to be provided by Innealta, the Board reviewed and discussed Acclivity Small Cap Value’s proposed advisory fee and anticipated total operating expenses compared to its peer group and Morningstar category as presented in the Broadridge Report noting that Acclivity Small Cap Value’s proposed advisory fee was below the respective peer group and Morningstar category averages and medians. The Board then reviewed the proposed contractual arrangements for Acclivity Small Cap Value noting that Innealta was willing to agree to contractually to waive or limit its advisory fee and/or reimburse expenses in order to limit net annual operating expenses, exclusive of certain fees, so as not to exceed 0.67% and 0.92% of average daily net assets for Class I and Class N Shares of Acclivity Small Cap Value, respectively and found such arrangements to be beneficial to shareholders. The Board concluded that the advisory fee to be charged by Innealta to Acclivity Small Cap Value was not unreasonable.

 

Profitability. The Board also considered the level of profits that could be expected to accrue to Innealta with respect to Acclivity Small Cap Value based on profitability estimates and analyses reviewed by the Board provided by Innealta. After review and discussion, the Board concluded that, based on the services to be provided by Innealta and the projected growth of Acclivity Small Cap Value, the anticipated level of profit from Innealta’s relationship with Acclivity Small Cap Value was not excessive.

 

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

 

Conclusion. Having requested and received such information from Innealta as the Board believed to be reasonably necessary to evaluate the terms of the Advisory Agreement, and as assisted by the advice of independent counsel, the Board, including a majority of the Independent Trustees voting separately, determined that (a) the terms of the Advisory Agreement are reasonable with respect to Acclivity Small Cap Value; (b) the investment advisory fee payable for Acclivity Small Cap Value pursuant to the Advisory Agreement is reasonable; and (c) the Advisory Agreement is in the best interests of Acclivity Small Cap Value and its respective shareholders.

Privacy Policy

 

Rev. May 2019

 

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

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

Questions?

Call 1-402-493-4603

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

PROXY VOTING POLICY

 

Information regarding how the Funds voted proxies relating to portfolio securities for the most recent twelve month period ended June 30 as well as a description of the policies and procedures that the Funds use to determine how to vote proxies is available without charge, upon request, by calling 1-855-873-3837 or by referring to the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

 

PORTFOLIO HOLDINGS

 

The Funds file their 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 1-855-873-3837.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INVESTMENT ADVISER

Innealta Capital, LLC

13215 Bee Cave Pkwy, Bldg A, Suite 240

Austin, Texas 78738

ADMINISTRATOR

Gemini Fund Services, LLC

17645 Wright St., Ste 200

Omaha, NE 68130

Item 2. Code of Ethics. Not applicable.

 

Item 3. Audit Committee Financial Expert. Not applicable.

 

Item 4. Principal Accountant Fees and Services. Not applicable.

 

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

 

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

 

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

 

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

 

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

 

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

 

Item 11. Controls and Procedures.

 

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

 

(b)       There were no significant changes in the Registrant’s internal control over financial reporting that occurred during the 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) Not applicable.

 

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

 

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

 

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

 

SIGNATURES

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

 

(Registrant) Northern Lights Fund Trust II

 

By (Signature and Title)

/s/ Kevin E. Wolf

Kevin E. Wolf, Principal Executive Officer/President

 

Date 09/09/19

 

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

 

By (Signature and Title)

/s/ Kevin E. Wolf

Kevin E. Wolf, Principal Executive Officer/President

 

Date 09/09/19

 

 

By (Signature and Title)

/s/ Erik Naviloff

Erik Naviloff, Principal Financial Officer/Treasurer

 

Date 09/09/19

 

 

 

 

CERTIFICATIONS

 

I, Kevin E. Wolf, certify that:

 

1.       I have reviewed this report on Form N-CSR of Acclivity Small Cap Value 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; and

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; and

 

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; and

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.

 

 

Date: 09/09/19

 

/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 Acclivity Small Cap Value 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; and

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; and

 

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; and

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.

 

 

Date: 09/09/19

 

  /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 June 30, 2019 (the “Form N-CSR”) fully complies with the requirements of Sections 15(d) of the Securities Exchange Act of 1934, as amended; and

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: 09/09/19		Date: 09/09/19

 

 

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.