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, Cincinnati, Ohio 45246
(Address of principal executive offices) (Zip code)

 

The Corporation Trust Company
1209 Orange Street Wilmington, DE 19801
(Name and address of agent for service)

 

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

Date of fiscal year end:  2/28  
   
Date of reporting period:   08/31/24  

 

 

Item 1. Reports to Stockholders.

 

(a)
0001518042falseN-CSRSNorthern Lights Fund Trust IIN-1A2024-08-310001518042nlft2:C000241788Member2024-03-012024-08-3100015180422024-03-012024-08-310001518042nlft2:C000241788Member2024-08-310001518042nlft2:C000241788Membernlft2:InvestmentTypeExchangeMinusTradedFundsCTIMember2024-08-310001518042nlft2:C000241788Membernlft2:EquitySectorMember2024-08-310001518042nlft2:C000241788Membernlft2:A92204A702VanguardInformationTechnologyETFCTIMember2024-08-310001518042nlft2:C000241788Membernlft2:A92204A884VanguardCommunicationServicesETFCTIMember2024-08-310001518042nlft2:C000241788Membernlft2:A92204A405VanguardFinancialsETFCTIMember2024-08-310001518042nlft2:C000241788Membernlft2:A92204A603VanguardIndustrialsETFCTIMember2024-08-310001518042nlft2:C000241788Membernlft2:A92204A207VanguardConsumerStaplesETFCTIMember2024-08-310001518042nlft2:C000241788Membernlft2:A92204A504VanguardHealthCareETFCTIMember2024-08-310001518042nlft2:C000241788Membernlft2:A922908553VanguardRealEstateETFCTIMember2024-08-310001518042nlft2:C000241788Membernlft2:A92204A801VanguardMaterialsETFCTIMember2024-08-310001518042nlft2:C000241788Membernlft2:A92204A108VanguardConsumerDiscretionaryETFCTIMember2024-08-310001518042nlft2:C000241788Membernlft2:A92204A306VanguardEnergyETFCTIMember2024-08-310001518042nlft2:C000241789Member2024-03-012024-08-310001518042nlft2:C000241789Member2024-08-310001518042nlft2:C000241789Membernlft2:InvestmentTypeExchangeMinusTradedFundsCTIMember2024-08-310001518042nlft2:C000241789Membernlft2:EquitySectorMember2024-08-310001518042nlft2:C000241789Membernlft2:A92204A876VanguardUtilitiesETFCTIMember2024-08-310001518042nlft2:C000241789Membernlft2:A92204A405VanguardFinancialsETFCTIMember2024-08-310001518042nlft2:C000241789Membernlft2:A92204A603VanguardIndustrialsETFCTIMember2024-08-310001518042nlft2:C000241789Membernlft2:A92204A702VanguardInformationTechnologyETFCTIMember2024-08-310001518042nlft2:C000241789Membernlft2:A92204A207VanguardConsumerStaplesETFCTIMember2024-08-310001518042nlft2:C000241789Membernlft2:A92204A801VanguardMaterialsETFCTIMember2024-08-310001518042nlft2:C000241789Membernlft2:A92204A504VanguardHealthCareETFCTIMember2024-08-310001518042nlft2:C000241789Membernlft2:A922908553VanguardRealEstateETFCTIMember2024-08-310001518042nlft2:C000241789Membernlft2:A92204A884VanguardCommunicationServicesETFCTIMember2024-08-310001518042nlft2:C000241789Membernlft2:A92204A306VanguardEnergyETFCTIMember2024-08-31iso4217:USDxbrli:sharesiso4217:USDxbrli:sharesxbrli:pureutr:Dnlft2:Holding

Beacon Selective Risk ETF 

(BSR) NYSE Arca, Inc.

Semi-Annual Shareholder Report - August 31, 2024

Image

Fund Overview

This semi-annual shareholder report contains important information about Beacon Selective Risk ETF for the period of March 1, 2024 to October 31, 2024. You can find additional information about the Fund at https://beaconinvestingetfs.com/beacon-selective-risk/#documents. You can also request this information by contacting us at 1-866-439-9093. This report describes changes to the Fund that occurred during the reporting period.

 

What were the Fund’s costs for the last six months?

(based on a hypothetical $10,000 investment)

Fund Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Beacon Selective Risk ETF
$53
1.00%

Fund Statistics 

Net Assets
$30,606,424
Number of Portfolio Holdings
11
Advisory Fee #ERROR:A result could not be returned because the conditional could not be evaluated to a True/False value ((history))
$67,953
Portfolio Turnover
15%

Asset Weighting (% of total investments)

Group By Asset Type Chart
Value
Value
Exchange-Traded Funds
100.0%

What did the Fund invest in? 

Sector Weighting (% of net assets)

Group By Sector Chart
Value
Value
Other Assets in Excess of Liabilities
0.3%
Equity
99.7%

Top 10 Holdings (% of net assets)

Holding Name
% of Net Assets
Vanguard Information Technology ETF
10.4%
Vanguard Communication Services ETF
10.2%
Vanguard Financials ETF
10.0%
Vanguard Industrials ETF
9.5%
Vanguard Consumer Staples ETF
9.0%
Vanguard Health Care ETF
9.0%
Vanguard Real Estate ETF
8.9%
Vanguard Materials ETF
8.8%
Vanguard Consumer Discretionary ETF
8.8%
Vanguard Energy ETF
8.7%

Material Fund Changes

No material changes occurred during the period ended August 31, 2024

Image

Beacon Selective Risk ETF

Semi-Annual Shareholder Report - August 31, 2024

Where can I find additional information about the Fund? 

Additional information is available on the Fund's website ( https://beaconinvestingetfs.com/beacon-selective-risk/#documents ), including its:

 

  • Prospectus

  • Financial information

  • Holdings

  • Proxy voting information

TSR-SAR 083124-BSR

Beacon Tactical Risk ETF 

(BTR) NYSE Arca, Inc.

Semi-Annual Shareholder Report - August 31, 2024

Image

Fund Overview

This semi-annual shareholder report contains important information about Beacon Tactical Risk ETF for the period of March 1, 2024 to October 31, 2024. You can find additional information about the Fund at https://beaconinvestingetfs.com/beacon-tactical-risk/#documents. You can also request this information by contacting us at 1-866-439-9093. This report describes changes to the Fund that occurred during the reporting period.

 

What were the Fund’s costs for the last six months?

(based on a hypothetical $10,000 investment)

Fund Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Beacon Tactical Risk ETF
$53
1.00%

Fund Statistics 

Net Assets
$28,188,676
Number of Portfolio Holdings
11
Advisory Fee #ERROR:A result could not be returned because the conditional could not be evaluated to a True/False value ((history))
$37,524
Portfolio Turnover
0%

Asset Weighting (% of total investments)

Group By Asset Type Chart
Value
Value
Exchange-Traded Funds
100.0%

What did the Fund invest in? 

Sector Weighting (% of net assets)

Group By Sector Chart
Value
Value
Other Assets in Excess of Liabilities
0.5%
Equity
99.5%

• May represent asset weighting given fund’s investment approach/investments in other investment companies. 

Top 10 Holdings (% of net assets)

Holding Name
% of Net Assets
Vanguard Utilities ETF
9.9%
Vanguard Financials ETF
9.3%
Vanguard Industrials ETF
9.2%
Vanguard Information Technology ETF
9.1%
Vanguard Consumer Staples ETF
9.0%
Vanguard Materials ETF
9.0%
Vanguard Health Care ETF
9.0%
Vanguard Real Estate ETF
8.9%
Vanguard Communication Services ETF
8.8%
Vanguard Energy ETF
8.7%

Material Fund Changes

No material changes occurred during the period ended August 31, 2024

Image

Beacon Tactical Risk ETF

Semi-Annual Shareholder Report - August 31, 2024

Where can I find additional information about the Fund? 

Additional information is available on the Fund's website ( https://beaconinvestingetfs.com/beacon-tactical-risk/#documents ), including its:

 

  • Prospectus

  • Financial information

  • Holdings

  • Proxy voting information

TSR-SAR 083124-BTR

 

(b) Not applicable

 

 

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 Registrants. Not applicable to open-end investment companies.

 

Item 6. Investments. Schedule of investments in securities of unaffiliated issuers is included under Item 7.

 

 

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

 

(a)   

 

(LOGO)

 

 

 

 

 

 

Beacon Tactical Risk ETF 

(Symbol: BTR)

 

Beacon Selective Risk ETF 

(Symbol: BSR)

 

 

 

 

  

 

 

 

 

Semi-Annual Financial Statements 

August 31, 2024

 

 

 

 

 

 

 

 

 

 

1-866-439-9093 

www.beaconinvestingetfs.com

 

Distributed by Northern Lights Distributors, LLC 

Member FINRA/SIPC

 

 

BEACON TACTICAL RISK ETF
SCHEDULE OF INVESTMENTS (Unaudited)
August 31, 2024

 

Shares         Fair Value  
        EXCHANGE-TRADED FUNDS — 99.5%        
        EQUITY - 99.5%        
  17,827     Vanguard Communication Services ETF   $ 2,480,805  
  7,565     Vanguard Consumer Discretionary ETF     2,424,809  
  11,675     Vanguard Consumer Staples ETF     2,539,429  
  19,207     Vanguard Energy ETF     2,447,548  
  23,693     Vanguard Financials ETF     2,626,369  
  8,784     Vanguard Health Care ETF     2,530,670  
  10,245     Vanguard Industrials ETF     2,589,834  
  4,440     Vanguard Information Technology ETF     2,548,427  
  12,266     Vanguard Materials ETF     2,531,457  
  26,421     Vanguard Real Estate ETF     2,513,430  
  16,971     Vanguard Utilities ETF     2,801,743  
              28,034,521  
                 
        TOTAL EXCHANGE-TRADED FUNDS (Cost $24,850,875)     28,034,521  
                 
        TOTAL INVESTMENTS - 99.5% (Cost $24,850,875)   $ 28,034,521  
        OTHER ASSETS IN EXCESS OF LIABILITIES- 0.5%     154,155  
        NET ASSETS - 100.0%   $ 28,188,676  

 

ETF – Exchange-Traded Fund

 

See accompanying notes which are an integral part of these financial statements.

1

 

BEACON SELECT RISK ETF
SCHEDULE OF INVESTMENTS (Unaudited)
August 31, 2024

 

Shares         Fair Value  
        EXCHANGE-TRADED FUNDS — 99.7%        
        EQUITY - 99.7%        
  22,495     Vanguard Communication Services ETF   $ 3,130,404  
  8,400     Vanguard Consumer Discretionary ETF     2,692,452  
  12,750     Vanguard Consumer Staples ETF     2,773,253  
  20,923     Vanguard Energy ETF     2,666,218  
  27,525     Vanguard Financials ETF     3,051,146  
  9,570     Vanguard Health Care ETF     2,757,117  
  11,460     Vanguard Industrials ETF     2,896,973  
  5,540     Vanguard Information Technology ETF     3,179,794  
  13,100     Vanguard Materials ETF     2,703,578  
  28,575     Vanguard Real Estate ETF     2,718,340  
  11,800     Vanguard Utilities ETF     1,948,062  
              30,517,337  
                 
        TOTAL EXCHANGE-TRADED FUNDS (Cost $25,850,431)     30,517,337  
                 
        TOTAL INVESTMENTS - 99.7% (Cost $25,850,431)   $ 30,517,337  
        OTHER ASSETS IN EXCESS OF LIABILITIES- 0.3%     89,087  
        NET ASSETS - 100.0%   $ 30,606,424  

 

ETF – Exchange-Traded Fund

 

See accompanying notes which are an integral part of these financial statements.

2

 

Beacon ETFs
STATEMENTS OF ASSETS AND LIABILITIES (Unaudited)
August 31, 2024

 

    Beacon Tactical     Beacon Selective  
    Risk ETF     Risk ETF  
ASSETS                
Investment securities:                
At cost   $ 24,850,875     $ 25,850,431  
At fair value   $ 28,034,521     $ 30,517,337  
Cash and cash equivalents     192,747       134,370  
Dividends and interest receivable     799       567  
Prepaid expenses     26,604       26,645  
TOTAL ASSETS     28,254,671       30,678,919  
                 
LIABILITIES                
Investment advisory fees payable     14,012       24,098  
Payable to related parties     11,589       12,639  
Audit fees payable     21,211       21,002  
Custody fees payable     7,646       9,106  
Transfer agent fees payable     5,443       2,685  
Accrued expenses and other liabilities     6,094       2,965  
TOTAL LIABILITIES     65,995       72,495  
NET ASSETS   $ 28,188,676     $ 30,606,424  
                 
Net Assets Consist Of:                
Paid in capital   $ 26,859,239     $ 26,831,097  
Accumulated earnings     1,329,437       3,775,327  
NET ASSETS   $ 28,188,676     $ 30,606,424  
                 
Net Asset Value Per Share:                
Net Assets   $ 28,188,676     $ 30,606,424  
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)     1,080,000       1,050,000  
Net asset value, offering and redemption price per share (Net Assets ÷ Shares Outstanding)   $ 26.10     $ 29.15  

 

See accompanying notes which are an integral part of these financial statements.

3

 

Beacon ETFs
STATEMENTS OF OPERATIONS (Unaudited)
For the Six Months Ended August 31, 2024

 

    Beacon Tactical     Beacon Selective  
    Risk ETF     Risk ETF  
INVESTMENT INCOME                
Dividends   $ 249,205     $ 255,367  
Interest     3,856       3,007  
TOTAL INVESTMENT INCOME     253,061       258,374  
                 
EXPENSES                
Investment advisory fees     86,564       94,650  
Administrative services     23,802       21,718  
Legal fees     16,333       13,926  
Custodian fees     9,227       7,987  
Audit fees     9,173       7,964  
Professional fees     8,074       5,840  
Trustees fees and expenses     6,904       5,457  
Printing and postage expenses     6,592       5,484  
Insurance expense     3,532       2,532  
Transfer agent fees     3,257       3,040  
Other expenses     8,835       3,787  
TOTAL EXPENSES     182,293       172,385  
                 
Less: Fees waived/reimbursed by the Adviser     (49,040 )     (26,697 )
NET EXPENSES     133,253       145,688  
                 
NET INVESTMENT INCOME     119,808       112,686  
                 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS                
Net realized gain (loss) on investments     947       (56,634 )
Net change in unrealized appreciation on investments     2,486,340       2,583,856  
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS     2,487,287       2,527,222  
                 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 2,607,095     $ 2,639,908  

 

See accompanying notes which are an integral part of these financial statements.

4

 

Beacon Tactical Risk ETF
STATEMENTS OF CHANGES IN NET ASSETS
August 31, 2024

 

    For the Six Months Ended     For the Period Ended  
    August 31, 2024     February 29, 2024*  
    (Unaudited)        
FROM OPERATIONS                
Net investment income   $ 119,808     $ 184,688  
Net realized gain (loss) on investments     947       (1,974,964 )
Net change in unrealized appreciation on investments     2,486,340       697,306  
Net increase (decrease) in net assets resulting from operations     2,607,095       (1,092,970 )
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions paid           (225,021 )
Net decrease in net assets resulting from distributions to shareholders           (225,021 )
                 
FROM SHARES OF BENEFICIAL INTEREST                
Proceeds from shares sold     245,114       26,646,058  
Transaction Fees (Note 5)     200       8,200  
Net increase in net assets resulting from shares of beneficial interest     245,314       26,654,258  
                 
TOTAL INCREASE IN NET ASSETS     2,852,409       25,336,267  
                 
NET ASSETS                
Beginning of Period     25,336,267        
End of Period   $ 28,188,676     $ 25,336,267  
                 
SHARE ACTIVITY                
Shares Sold     10,000       1,070,000  
Net increase in shares of beneficial interest outstanding     10,000       1,070,000  

 

* The Beacon Tactical Risk ETF commenced operations on April 17, 2023.

 

See accompanying notes which are an integral part of these financial statements.

5

 

Beacon Selective Risk ETF
STATEMENTS OF CHANGES IN NET ASSETS
August 31, 2024

 

    For the Six Months Ended     For the Period Ended  
    August 31, 2024     February 29, 2024*  
    (Unaudited)        
FROM OPERATIONS                
Net investment income   $ 112,686     $ 239,567  
Net realized loss on investments     (56,634 )     (947,631 )
Net change in unrealized appreciation on investments     2,583,856       2,083,050  
Net increase in net assets resulting from operations     2,639,908       1,374,986  
                 
DISTRIBUTIONS TO SHAREHOLDERS                
Total distributions paid           (293,580 )
Net decrease in net assets resulting from distributions to shareholders           (293,580 )
                 
FROM SHARES OF BENEFICIAL INTEREST                
Proceeds from shares sold           26,878,910  
Transaction Fees (Note 5)           6,200  
Net increase in net assets resulting from shares of beneficial interest           26,885,110  
                 
TOTAL INCREASE IN NET ASSETS     2,639,908       27,966,516  
                 
NET ASSETS                
Beginning of Period     27,966,516        
End of Period   $ 30,606,424     $ 27,966,516  
                 
SHARE ACTIVITY                
Shares Sold           1,050,000  
Net increase in shares of beneficial interest outstanding           1,050,000  

 

* The Beacon Selective Risk ETF commenced operations on April 17, 2023.

 

See accompanying notes which are an integral part of these financial statements.

6

 

Beacon Tactical Risk ETF
FINANCIAL HIGHLIGHTS

 

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

 

    For the Six Months Ended     For the Period Ended  
    August 31, 2024     February 29, 2024 (1)  
    (Unaudited)        
Net asset value, beginning of period   $ 23.68     $ 24.94  
Activity from investment operations:                
Net investment income (2)     0.11       0.22  
Net realized and unrealized gain (loss) on investments     2.31       (1.27 )
Total from investment operations     2.42       (1.05 )
Less distributions from:                
Net investment income           (0.21 )
Total distributions           (0.21 )
Net asset value, end of period   $ 26.10     $ 23.68  
Market price, end of period   $ 26.11     $ 23.74  
Total return (3)(8)     10.22 %     (4.18 )%
Market price total return (3)(8)     9.98 %     (3.94 )%
Net assets, at end of period (000s)   $ 28,189     $ 25,336  
Ratio of gross expenses to average net assets (4)(7)     2.11 %     1.83 %
Ratio of net expenses to average net assets (4)(7)     1.00 %     1.00 %
Ratio of net investment income to average net assets (4)(6)(7)     0.90 %     1.04 %
Portfolio Turnover Rate (5)(8)     0 %     355 %

 

 

(1) The Beacon Tactical Risk ETF commenced operations on April 17, 2023.

 

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

 

(3) Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of the period. Distributions are assumed, for the purpose of this calculation, to be reinvested at the ex-dividend date net asset value per share on their respective payment dates.

 

(4) Does not include the expenses of other investment companies in which the Fund invests, as these expenses are included in the realized and unrealized gain/(loss) on investments.

 

(5) Portfolio turnover rate excludes portfolio securities received or delivered as a result of processing capital share transactions in Creation Units.

 

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

 

(7) Annualized.

 

(8) Not annualized.

 

See accompanying notes which are an integral part of these financial statements.

7

 

Beacon Selective Risk ETF
FINANCIAL HIGHLIGHTS

 

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

 

    For the Six Months Ended     For the Period Ended  
    August 31, 2024     February 29, 2024 (1)  
    (Unaudited)        
Net asset value, beginning of period   $ 26.63     $ 25.00  
Activity from investment operations:                
Net investment income (2)     0.11       0.29  
Net realized and unrealized gain on investments     2.41       1.62  
Total from investment operations     2.52       1.91  
Less distributions from:                
Net investment income           (0.28 )
Total distributions           (0.28 )
Net asset value, end of period   $ 29.15     $ 26.63  
Market price, end of period   $ 29.16     $ 26.69  
Total return (3)(8)     9.46 %     7.66 %
Market price total return (3)(7)     9.25 %     7.91 %
Net assets, at end of period (000s)   $ 30,606     $ 27,967  
Ratio of gross expenses to average net assets (4)(7)     1.97 %     1.75 %
Ratio of net expenses to average net assets (4)(7)     1.00 %     1.00 %
Ratio of net investment income to average net assets (4)(6)(7)     0.78 %     1.28 %
Portfolio Turnover Rate (5)(8)     15 %     208 %

 

 

(1) The Beacon Selective Risk ETF commenced operations on April 17, 2023.

 

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

 

(3) Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of the period. Distributions are assumed, for the purpose of this calculation, to be reinvested at the ex-dividend date net asset value per share on their respective payment dates.

 

(4) Does not include the expenses of other investment companies in which the Fund invests, as these expenses are included in the realized and unrealized gain/(loss) on investments.

 

(5) Portfolio turnover rate excludes portfolio securities received or delivered as a result of processing capital share transactions in Creation Units.

 

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

 

(7) Annualized.

 

(8) Not annualized.

 

See accompanying notes which are an integral part of these financial statements.

8

 

Beacon ETFs

NOTES TO FINANCIAL STATEMENTS (Unaudited)

August 31, 2024

 

1. ORGANIZATION

 

The Beacon Tactical Risk ETF (“BTR”) and the Beacon Selective Risk ETF (“BSR”) (each a “Fund” and collectively the “Funds”) are each a diversified separate series of Northern Lights Fund Trust II (the “Trust”), a statutory trust organized under the laws of the State of Delaware on August 26, 2010, and are registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as open-end management investment companies. The Funds’ investment objective seeks to provide long-term capital appreciation. BTR and BSR commenced operations on April 17, 2023. BTR and BSR are each a “Fund of Funds”, in the each Fund will generally invest in other investment companies.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies followed by the Funds in preparation of their financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Funds are each investment companies and accordingly follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards 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 primary exchange 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, which approximates fair value. Investments in open-end investment companies are valued at net asset value.

 

The Funds 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 the Adviser as its valuation designee (the “Valuation Designee”). The Board 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 the Valuation Designee in determining a security-specific fair value. The Board is responsible for reviewing and approving fair value methodologies utilized by the Valuation Designee, which approval shall be based upon whether the Valuation Designee followed the valuation procedures established by the Board.

 

Fair Valuation Process – The applicable investments are valued by the Valuation Designee pursuant to valuation procedures established by the Board. For example, fair value determinations are required for the following securities: (i) securities for which market quotations are insufficient or not readily available on a particular business day (including securities for which there is a short and temporary

9

 

Beacon ETFs

NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)

August 31, 2024

 

lapse in the provision of a price by the regular pricing source); (ii) securities for which, in the judgment of the Valuation Designee, the prices or values available do not represent the fair value of the instrument; factors which may cause the Valuation Designee to make such a judgment include, but are not limited to, the following: only a bid price or an ask price is available; the spread between bid and ask prices is substantial; the frequency of sales; the thinness of the market; the size of reported trades; and actions of the securities markets, such as the suspension or limitation of trading; (iii) securities determined to be illiquid; and (iv) securities with respect to which an event that 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 based upon the current bid for the security from two or more independent dealers or other parties reasonably familiar with the facts and circumstances of the security (who should take into consideration all relevant factors as may be appropriate under the circumstances). If a current bid from such independent dealers or other independent parties is unavailable, the Valuation Designee shall determine, the fair value of such security using the following factors: (i) the type of security; (ii) the cost at date of purchase; (iii) the size and nature of the Fund’s holdings; (iv) the discount from market value of unrestricted securities of the same class at the time of purchase and subsequent thereto; (v) information as to any transactions or offers with respect to the security; (vi) the nature and duration of restrictions on disposition of the security and the existence of any registration rights; (vii) how the yield of the security compares to similar securities of companies of similar or equal creditworthiness; (viii) the level of recent trades of similar or comparable securities; (ix) the liquidity characteristics of the security; (x) current market conditions; and (xi) the market value of any securities into which the security is convertible or exchangeable.

 

Valuation of Underlying Funds – The Funds may invest in portfolios of open-end or closed-end investment companies (the “investment companies”). Investment companies are valued at their respective net asset values as reported by such investment companies. Mutual funds value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value to the methods established by the board of directors of the open-end funds. Exchange-traded funds (“ETFs”) are valued at the last reported price or official closing price. The shares of many closed-end investment companies and ETFs, after their initial public offering, frequently trade at a price per share, which is different than the net asset value per share. The difference represents a market premium or market discount of such shares. There can be no assurances that the market discount or market premium on shares of any closed-end investment company or ETF purchased by the Funds will not change. 

10

 

Beacon ETFs

NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)

August 31, 2024

 

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

 

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

 

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

 

Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Funds’ 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 value requires more judgment. Accordingly, the degree of judgment exercised in determining value is greatest for instruments categorized in Level 3.

 

The inputs used to measure 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 August 31, 2024 for the Funds’ assets measured at fair value:

 

Beacon Tactical Risk ETF
Assets*   Level 1     Level 2     Level 3     Total  
Exchange Traded Funds   $ 28,034,521     $     $     $ 28,034,521  
Total     $ 28,034,521     $     $     $ 28,034,521  
                                 
Beacon Select Risk ETF
Assets*   Level 1     Level 2     Level 3     Total  
Exchange Traded Funds   $ 30,517,337     $     $     $ 30,517,337  
Total     $ 30,517,337     $     $     $ 30,517,337  

 

The Funds did not hold any Level 2 or 3 securities during the period.

 

* See Schedule of Investments for industry classification.

11

 

Beacon ETFs

NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)

August 31, 2024

 

Exchange Traded Funds (“ETFs”) – The Funds may invest in ETFs. ETFs are generally a type of fund bought and sold on a securities exchange. An ETF trades like common stock and represents a portfolio of securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they hold, although the lack of liquidity on an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.

 

Security transactions and related income – Security transactions are accounted for on the trade date. Interest income is recognized on an accrual basis. 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 and net realized capital gains, if any, are declared and paid annually for BTR and BSR. Dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are considered either temporary (e.g., deferred losses) 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 the ex-dividend date.

 

Cash and Cash Equivalents – Idle cash may be swept into various overnight demand deposits and is classified as cash and cash equivalents on the Statements of Assets and Liabilities. The Funds maintain cash in bank deposit accounts which, at times, may exceed United States federally insured limits. Amounts swept overnight are available on the next business day.

 

Federal Income Taxes – The Funds intend to continue to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of their taxable income to their shareholders. Therefore, no provision for federal income tax is required. The Funds recognize the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Funds’ tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken in the Funds’ February 2024, year-end tax returns.

 

The Funds identify their major tax jurisdictions as U.S. federal, Ohio and foreign jurisdictions where the Funds make significant investments. The Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

 

Expenses – Expenses of the Trust that are directly identifiable to a specific Fund are charged to that Fund. Expenses, which are not readily identifiable to a specific Fund, are allocated in such a manner as deemed equitable (as determined by the Board), taking into consideration the nature and type of expense and the relative sizes of the Funds in the Trust.

12

 

Beacon ETFs

NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)

August 31, 2024

 

Indemnification – The Trust indemnifies its officers and Trustees for certain liabilities that may arise from the performance of their duties to the Trust. Additionally, in the normal course of business, the Funds enter into contracts that contain a variety of representations and warranties and which provide general indemnities. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds 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

 

For the period ended August 31, 2024, cost of purchases and proceeds from sales of portfolio securities (excluding in-kind transactions and short-term investments) for the Funds were as follows:

 

Ticker Symbol   Purchases     Sales  
BTR   $     $ 22,542  
BSR   $ 4,244,618     $ 4,199,884  

 

For the period ended August 31, 2024, cost of purchases and proceeds from sales of portfolio securities for in-kind transactions for the Funds were as follows:

 

Ticker Symbol   Purchases     Sales  
BTR   $ 243,873     $  
BSR   $     $  

 

4. INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES

 

Beacon Capital Management, Inc. (the “Adviser”) serves as the Fund’s investment adviser pursuant to an Investment Advisory Agreement with the Trust (the “Advisory Agreement”). The Adviser has engaged Exchange Traded Concepts, LLC as the sub-adviser (the “Sub-Adviser”), to execute portfolio transactions and implement the Adviser’s decisions for the Funds. Fees incurred under this agreement are paid directly by the Adviser, and not Funds. The Trust has entered into a Global Custody Agreement with Brown Brothers Harriman & Co. (the “Custodian”) to serve as custodian and to act as transfer and shareholder services agent.

 

The Trust has also entered into an Underwriting Agreement with Northern Lights Distributors, LLC (the “Distributor”) to serve as the principal underwriter and distributor for the Trust.

 

Pursuant to the Advisory Agreement, the Adviser, under the oversight of the Board, directs the daily operations of the Funds and supervises the performance of administrative and professional services provided by others. As compensation for its services and the related expenses borne by the Adviser, the Funds pay the Adviser a fee, computed and accrued daily and paid monthly, at an annual rate of 0.65% of each Fund’s average daily net assets. For the period ended August 31, 2024, the Adviser earned $86,564, and $94,650 in advisory fees for BTR and BSR, respectively.

13

 

Beacon ETFs

NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)

August 31, 2024

 

Pursuant to an agreement between the Adviser and the Sub-Adviser, as compensation for the sub-advisory services it provides to the Fund, the Adviser will pay the Sub-Adviser a fee, computed daily, at an annual rate based on the greater of (1) the Minimum Sub-Advisory Fees or (2) the average daily net assets of the Funds in accordance with the following fee schedule (the “Asset-Based Sub-Advisory Fees”), if the aggregate Asset-Based Sub-Advisory Fees exceed the aggregate Minimum Sub-Advisory Fees:

 

  Minimum
Sub-Advisory Fees
Asset-Based
Sub-Advisory Fees
Tactical Risk Fund $22,500 0.03%
Selective Risk Fund $22,500 0.03%

 

Pursuant to a written contract (the “Waiver Agreement”), the Adviser has agreed for BTR and BSR at least until June 30, 2023, to waive a portion of its advisory fee and has agreed to reimburse the Funds for other expenses to the extent necessary so that total expenses incurred (excluding any brokerage fees and commissions, acquired fund fees and expenses, borrowing costs (such as interest and dividend expense on securities sold short) and extraordinary expenses will not exceed 1.00% and 1.00% of average daily net assets for BTR and BSR, respectively.

 

If the Adviser waives any fee or reimburses any expenses pursuant to the Waiver Agreement, and a Fund’s operating expenses are subsequently lower than its limitation in place at time of waiver, the Adviser, on a rolling three -year period, shall be entitled to reimbursement by the Fund provided that such reimbursement does not cause that Fund’s operating expense to exceed 1.00% and 1.00% of average daily net assets for BTR and BSR, respectively. If a Fund’s operating expenses subsequently exceed the limitations, the reimbursements for the Fund shall be suspended. For the period ended August 31, 2024, the Adviser waived fees and/or reimbursed expenses in the amount of $49,040 and $26,697 for BTR and BSR, respectively, which are subject to recapture by the Adviser before February 28, 2027 pursuant to the Waiver Agreement.

 

The Adviser may seek reimbursement only for expenses waived or paid by it during the three years prior to such reimbursement; provided, however, that such expenses may only be reimbursed to the extent they were waived or paid after the effective date of the Waiver Agreement (or any similar agreement). The Board may terminate this expense reimbursement arrangement at any time.

 

The Trust, with respect to the Funds, has adopted a distribution and service plan (“Plan”) pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Funds are authorized to pay distribution fees to the Distributor and other firms that provide distribution and shareholder services (“Service Providers”). If a Service Provider provides these services, the Funds may pay fees at an annual rate not to exceed 0.25% of average daily net assets, pursuant to Rule 12b-1 under the 1940 Act.

 

No distribution or service fees are currently paid by the funds and there are no current plan to impose these fees.

14

 

Beacon ETFs

NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)

August 31, 2024

 

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

 

The amounts due to UFS for administration and fund accounting services are listed in the Statement of Assets and Liabilities under “Payable to related parties” and the amounts accrued for the year are shown in the Statement of Operations under “Administrative service fees.”

 

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

 

The amounts due to NLCS for chief compliance officer services are listed in the Statement of Assets and Liabilities under “Payable to related parties” and the amounts accrued for the year are shown in the Statement of Operations under “Professional fees.”

 

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

 

5. CAPITAL SHARE TRANSACTIONS

 

Shares are not individually redeemable and may be redeemed by the Funds at the net asset value (“NAV”) only in large blocks known as “Creation Units.” Shares are created and redeemed by the Funds only in Creation Unit size aggregations of 10,000 shares for both BTR and BSR. Only Authorized Participants or transactions done through an Authorized Participant are permitted to purchase or redeem Creation Units from the Funds. An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Such transactions are generally permitted on an in-kind basis, with a balancing cash component to equate the transaction to the NAV per share of the Funds on the transaction date. Cash may be substituted equivalent to the value of certain securities generally when they are not available in sufficient quantity for delivery, not eligible for trading by the Authorized Participant or as a result of other market circumstances. In addition, the Funds may impose transaction fees on purchases and redemptions of Funds’ shares to cover the custodial and other costs incurred by the Funds in effecting trades. A fixed fee may be imposed on each creation and redemption transaction regardless of the number of Creation Units involved in the transaction (“Fixed Fee”). Purchases and redemptions of Creation Units for cash or involving cash-in-lieu are required to pay an additional variable charge to compensate the Funds and its ongoing shareholders for brokerage and market impact expenses relating to Creation Unit transactions (“Variable Charge,” and together with the Fixed Fee, the “Transaction Fees”).

15

 

Beacon ETFs

NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)

August 31, 2024

 

The Transaction Fees for the Fund’s are listed in the table below:

 

ETFs Fee for In-Kind and Cash
Purchases
Maximum Additional Variable
Charge for Cash Purchases*
Beacon Tactical Risk ETF $200 2.00%*
Beacon Selective Risk ETF $200 2.00%*

 

* The maximum Transaction Fee may be up to 2.00% of the amount invested.

 

6.    AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION – TAX BASIS

 

                      Net Unrealized  
          Gross Unrealized     Gross Unrealized     Appreciation/  
    Tax Cost     Appreciation     Depreciation     (Depreciation)  
Beacon Tactical Risk ETF   $ 24,850,875     $ 3,183,646     $     $ 3,183,646  
Beacon Selective Risk ETF     25,850,533       4,666,804             4,666,804  

 

7. DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

 

The tax character of Fund distributions paid for the fiscal period ended February 29, 2024, was as follows:

 

For Fiscal Year Ended   Ordinary     Long-Term     Return of        
2/29/2024   Income     Capital Gains     Capital     Total  
Beacon Tactical Risk ETF   $ 225,021     $     $     $ 225,021  
Beacon Selective Risk ETF     293,580                   293,580  

 

As of February 29, 2024, the components of accumulated earnings/ (deficit) on a tax basis were as follows:

 

    Undistributed     Undistributed     Post October Loss     Capital Loss     Other     Unrealized     Total  
    Ordinary     Long-Term     and     Carry     Book/Tax     Appreciation/     Accumulated  
    Income     Capital Gains     Late Year Loss     Forwards     Differences     (Depreciation)     Earnings/(Deficits)  
Beacon Tactical Risk ETF   $     $     $     $ (1,974,964 )   $     $ 697,306     $ (1,277,658 )
Beacon Selective Risk ETF                       (947,529 )           2,082,948       1,135,419  

 

The difference between book basis and tax basis undistributed net investment income, accumulated net realized loss, and unrealized depreciation from investments is primarily attributable to the tax deferral of losses on wash sales. 

16

 

Beacon ETFs

NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)

August 31, 2024

 

At February 29, 2024, the Fund had a capital loss carryforward for federal income tax purposes available to offset future capital gains as follows:

 

    Capital Loss Carry Forward
Fund   Short-Term     Long-Term     Total     Utilized  
Beacon Tactical Risk ETF     1,974,964             1,974,964        
Beacon Selective Risk ETF     947,529             947,529        

 

Permanent book and tax differences, primarily attributable to tax adjustments for realized gain (loss) on in-kind redemptions, the book/tax basis treatment of distributions in excess, resulted in reclassifications for the Fund for the fiscal year ended February 29, 2024, as follows:

 

    Paid        
    In     Accumulated  
    Capital     Earnings  
Beacon Tactical Risk ETF   $ (40,333 )   $ 40,333  
Beacon Selective Risk ETF     (54,013 )     54,013  

 

8. SUBSEQUENT EVENTS

 

Subsequent events after the date of the Statements of Assets and Liabilities have been evaluated through the date the financial statements were issued.

 

Management has determined that no events or transactions occurred requiring adjustment or disclosure in the financial statements.

17

 

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 used to determine how to vote proxies is available without charge, upon request, by calling 1-888-985-9830 or by referring to the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

 

PORTFOLIO HOLDINGS

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INVESTMENT ADVISER 

Beacon Capital Management, Inc. 

7777 Washington Village Dr. Suite 280 

Dayton, OH 45459

 

ADMINISTRATOR 

Ultimus Fund Solutions, LLC 

225 Pictoria Drive, Suite 450 

Cincinnati, OH 45246

 

 

 

 

BEACONETFS-SAR24

 

 

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

 

Not applicable.

 

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

 

Not applicable

 

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

 

Included under Item 7

 

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

 

Not applicable

 

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable

 

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable

 

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable

 

Item 15. Submission of Matters to a Vote of Security Holders.

 

None

 

Item 16. Controls and Procedures

 

(a) The registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act) are effective in design and operation and are sufficient to form the basis of the certifications required by Rule 30a-(2) under the Act, based on their evaluation of these disclosure controls and procedures as of a date within 90 days of this report on Form N-CSR.

 

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

Not applicable

 

 

Item 18. Recovery of Erroneously Awarded Compensation.

 

(a)       Not applicable

 

(b)       Not applicable

 

Item 19. Exhibits.

 

(a)(1) Not applicable

 

(a)(2) Not applicable

 

(a)(3) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)): Attached hereto.

 

(a)(4) Not applicable

 

(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)): Attached hereto

 

 

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  11/8/24  

 

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  11/8/24  

 

By (Signature and Title)  
/s/ Erik Naviloff  
Erik Naviloff, Principal Financial Officer/ Treasurer  

 

Date  11/8/24