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) |
| Registrants telephone number, including area code: | 631-470-2600 |
| Date of fiscal year end: | 2/28 | |
| Date of reporting period: | 02/28/2026 |
Item 1. Reports to Stockholders.
| (a) |
| (b) | Not applicable |
Item 2. Code of Ethics.
| (a) | The registrant has, as of the end of the period covered by this report, adopted a code of ethics that applies to the registrants principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. |
| (b) | Not applicable |
| (c) | During the period covered by this report, there were no amendments to any provision of the code of ethics. |
| (d) | During the period covered by this report, there were no waivers or implicit waivers of a provision of the code of ethics. |
| (e) | Not applicable |
| (f) | See Item 19(a)(1) |
Item 3. Audit Committee Financial Expert.
(a)(1) The Registrants board of trustees has determined that Keith Rhoades is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Rhoades is independent for purposes of this Item 3.
(a)(2) Not applicable.
(a)(3) Not applicable.
Item 4. Principal Accountant Fees and Services.
| (a) | Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by the registrants principal accountant for the audit of the registrants annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are as follows: |
|
2026 – $21,000 2025 – $20,500 |
| (b) | Audit-Related Fees. There were no fees billed in each of the last two fiscal years for assurances and related services by the principal accountant that are reasonably related to the performance of the audit of the registrants financial statements and are not reported under paragraph (a) of this item. |
| (c) | Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance are as follows: |
|
2026 – $5,500 2025 – $5,500 | |
| Preparation of Federal & State income tax returns, assistance with calculation of required income, capital gain and excise distributions and preparation of Federal excise tax returns. |
| (d) | All Other Fees. The aggregate fees billed in each of the last two fiscal years for products and services provided by the registrants principal accountant, other than the services reported in paragraphs (a) through (c) of this item were $0 and $0 for the fiscal years ended February 29, 2025 and February 28, 2026, respectively. |
| (e)(1) |
The audit committee does not have pre-approval policies and procedures. Instead, the audit committee or audit committee chairman approves on a case-by-case basis each audit or non-audit service before the principal accountant is engaged by the registrant. |
| (e)(2) |
There were no services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. |
| (f) | Not applicable. |
| (g) |
All non-audit fees billed by the registrants principal accountant for services rendered to the registrant for the fiscal years ended February 29, 2025 and February 28, 2026, respectively are disclosed in (b)-(d) above. There were no audit or non-audit services performed by the registrants principal accountant for the registrants adviser. |
| (h) |
Not applicable. |
| (i) |
Not applicable. |
| (j) |
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) | Long Form Financial Statements |
|
| Beacon Tactical Risk ETF |
| (Symbol: BTR) |
| Beacon Selective Risk ETF |
| (Symbol: BSR) |
| Annual Financial Statements |
| and Additional Information |
| February 28, 2026 |
| 1-866-439-9093 |
| www.beaconinvestingetfs.com |
| Distributed by Northern Lights Distributors, LLC |
| Member FINRA/SIPC |
| BEACON TACTICAL RISK ETF |
| SCHEDULE OF INVESTMENTS |
| February 28, 2026 |
| Shares | Fair Value | |||||||
| EXCHANGE-TRADED FUNDS — 99.9% | ||||||||
| EQUITY - 99.9% | ||||||||
| 17,369 | Vanguard Communication Services ETF | $ | 3,336,759 | |||||
| 8,063 | Vanguard Consumer Discretionary ETF | 3,098,450 | ||||||
| 12,855 | Vanguard Consumer Staples ETF | 3,139,062 | ||||||
| 24,324 | Vanguard Energy ETF | 3,833,219 | ||||||
| 22,923 | Vanguard Financials ETF | 2,878,212 | ||||||
| 11,487 | Vanguard Health Care ETF | 3,394,523 | ||||||
| 10,375 | Vanguard Industrials ETF | 3,546,694 | ||||||
| 4,531 | Vanguard Information Technology ETF | 3,292,678 | ||||||
| 14,657 | Vanguard Materials ETF | 3,578,213 | ||||||
| 31,706 | Vanguard Real Estate ETF | 3,033,947 | ||||||
| 16,255 | Vanguard Utilities ETF | 3,346,417 | ||||||
| 36,478,174 | ||||||||
| TOTAL EXCHANGE-TRADED FUNDS (Cost $31,784,566) | 36,478,174 | |||||||
| TOTAL INVESTMENTS - 99.9% (Cost $31,784,566) | $ | 36,478,174 | ||||||
| OTHER ASSETS IN EXCESS OF LIABILITIES - 0.1% | 37,724 | |||||||
| NET ASSETS - 100.0% | $ | 36,515,898 | ||||||
| ETF – Exchange Traded Fund |
See accompanying notes which are an integral part of these financial statements.
1
| BEACON SELECTIVE RISK ETF |
| SCHEDULE OF INVESTMENTS |
| February 28, 2026 |
| Shares | Fair Value | |||||||
| EXCHANGE-TRADED FUNDS — 99.9% | ||||||||
| EQUITY - 99.9% | ||||||||
| 19,739 | Vanguard Communication Services ETF | $ | 3,792,059 | |||||
| 8,761 | Vanguard Consumer Discretionary ETF | 3,366,677 | ||||||
| 15,811 | Vanguard Consumer Staples ETF | 3,860,888 | ||||||
| 23,895 | Vanguard Energy ETF | 3,765,613 | ||||||
| 23,109 | Vanguard Financials ETF | 2,901,566 | ||||||
| 12,647 | Vanguard Health Care ETF | 3,737,315 | ||||||
| 10,690 | Vanguard Industrials ETF | 3,654,377 | ||||||
| 5,126 | Vanguard Information Technology ETF | 3,725,064 | ||||||
| 15,456 | Vanguard Materials ETF | 3,773,273 | ||||||
| 35,750 | Vanguard Real Estate ETF | 3,420,918 | ||||||
| 20,062 | Vanguard Utilities ETF | 4,130,164 | ||||||
| 40,127,914 | ||||||||
| TOTAL EXCHANGE-TRADED FUNDS (Cost $34,794,221) | 40,127,914 | |||||||
| TOTAL INVESTMENTS - 99.9% (Cost $34,794,221) | $ | 40,127,914 | ||||||
| OTHER ASSETS IN EXCESS OF LIABILITIES - 0.1% | 40,995 | |||||||
| NET ASSETS - 100.0% | $ | 40,168,909 | ||||||
| ETF – Exchange Traded Fund |
See accompanying notes which are an integral part of these financial statements.
2
| Beacon ETFs |
| STATEMENTS OF ASSETS AND LIABILITIES |
| February 28, 2026 |
| Beacon Tactical | Beacon Selective | |||||||
| Risk ETF | Risk ETF | |||||||
| ASSETS | ||||||||
| Investment securities: | ||||||||
| At cost | $ | 31,784,566 | $ | 34,794,221 | ||||
| At fair value | $ | 36,478,174 | $ | 40,127,914 | ||||
| Cash and cash equivalents | 98,347 | 109,818 | ||||||
| Dividends and interest receivable | 244 | 256 | ||||||
| TOTAL ASSETS | 36,576,765 | 40,237,988 | ||||||
| LIABILITIES | ||||||||
| Investment advisory fees payable | 9,016 | 15,246 | ||||||
| Payable to related parties | 22,400 | 21,932 | ||||||
| Audit fees payable | 13,000 | 13,000 | ||||||
| Custody fees payable | 9,855 | 10,835 | ||||||
| Transfer agent fees payable | 4,250 | 5,002 | ||||||
| Accrued expenses and other liabilities | 2,346 | 3,064 | ||||||
| TOTAL LIABILITIES | 60,867 | 69,079 | ||||||
| NET ASSETS | $ | 36,515,898 | $ | 40,168,909 | ||||
| Net Assets Consist Of: | ||||||||
| Paid in capital | $ | 33,693,791 | $ | 34,843,989 | ||||
| Accumulated earnings | 2,822,107 | 5,324,920 | ||||||
| NET ASSETS | $ | 36,515,898 | $ | 40,168,909 | ||||
| Net Asset Value Per Share: | ||||||||
| Net Assets | $ | 36,515,898 | $ | 40,168,909 | ||||
| Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized) | 1,350,000 | 1,290,000 | ||||||
| Net asset value, offering and redemption price per share (Net Assets ÷ Shares Outstanding) | $ | 27.05 | $ | 31.14 | ||||
See accompanying notes which are an integral part of these financial statements.
3
| Beacon ETFs |
| STATEMENTS OF OPERATIONS |
| For the Year Ended February 28, 2026 |
| Beacon Tactical | Beacon Selective | |||||||
| Risk ETF | Risk ETF | |||||||
| INVESTMENT INCOME | ||||||||
| Dividends | $ | 692,284 | $ | 699,460 | ||||
| Interest | 6,452 | 6,839 | ||||||
| TOTAL INVESTMENT INCOME | 698,736 | 706,299 | ||||||
| EXPENSES | ||||||||
| Investment advisory fees | 193,032 | 216,362 | ||||||
| Administrative services | 107,822 | 109,076 | ||||||
| Professional fees | 36,919 | 24,263 | ||||||
| Trustees fees and expenses | 27,240 | 31,381 | ||||||
| Legal fees | 26,553 | 27,319 | ||||||
| Custodian fees | 19,946 | 19,126 | ||||||
| Audit fees | 13,690 | 13,585 | ||||||
| Transfer agent fees | 10,421 | 10,468 | ||||||
| Printing and postage expenses | 6,944 | 9,001 | ||||||
| Insurance expense | 5,256 | 5,251 | ||||||
| Other expenses | 6,040 | 5,452 | ||||||
| TOTAL EXPENSES | 453,863 | 471,284 | ||||||
| Less: Fees waived by the Adviser | (156,697 | ) | (138,178 | ) | ||||
| NET EXPENSES | 297,166 | 333,106 | ||||||
| NET INVESTMENT INCOME | 401,570 | 373,193 | ||||||
| REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS | ||||||||
| Net realized gain (loss) on: | ||||||||
| Net realized gain from in-kind redemptions | 124,092 | 141,238 | ||||||
| Net realized gain on investments | 151,827 | 2,211,239 | ||||||
| 275,919 | 2,352,477 | |||||||
| Net change in unrealized appreciation on investments | 396,575 | 420,011 | ||||||
| NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS | 672,494 | 2,772,488 | ||||||
| NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 1,074,064 | $ | 3,145,681 | ||||
See accompanying notes which are an integral part of these financial statements.
4
| Beacon Tactical Risk ETF |
| STATEMENTS OF CHANGES IN NET ASSETS |
| February 28, 2026 |
| For the Year Ended | For the Year Ended | |||||||
| February 28, 2026 | February 28, 2025 | |||||||
| FROM OPERATIONS | ||||||||
| Net investment income | $ | 401,570 | $ | 236,736 | ||||
| Net realized gain on investments | 275,919 | 947 | ||||||
| Net change in unrealized appreciation on investments | 396,575 | 3,599,727 | ||||||
| Net increase in net assets resulting from operations | 1,074,064 | 3,837,410 | ||||||
| DISTRIBUTIONS TO SHAREHOLDERS | ||||||||
| Total distributions paid | (450,156 | ) | (247,212 | ) | ||||
| Net decrease in net assets resulting from distributions to shareholders | (450,156 | ) | (247,212 | ) | ||||
| FROM SHARES OF BENEFICIAL INTEREST | ||||||||
| Proceeds from shares sold | 7,507,237 | 509,787 | ||||||
| Cost of shares redeemed | (1,051,899 | ) | — | |||||
| Transaction Fees (Note 5) | — | 400 | ||||||
| Net increase in net assets resulting from shares of beneficial interest | 6,455,338 | 510,187 | ||||||
| TOTAL INCREASE IN NET ASSETS | 7,079,246 | 4,100,385 | ||||||
| NET ASSETS | ||||||||
| Beginning of Year | 29,436,652 | 25,336,267 | ||||||
| End of Year | $ | 36,515,898 | $ | 29,436,652 | ||||
| SHARE ACTIVITY | ||||||||
| Shares Sold | 300,000 | 20,000 | ||||||
| Shares Redeemed | (40,000 | ) | — | |||||
| Net increase in shares of beneficial interest outstanding | 260,000 | 20,000 | ||||||
See accompanying notes which are an integral part of these financial statements.
5
| Beacon Selective Risk ETF |
| STATEMENTS OF CHANGES IN NET ASSETS |
| February 28, 2026 |
| For the Year Ended | For the Year Ended | |||||||
| February 28, 2026 | February 28, 2025 | |||||||
| FROM OPERATIONS | ||||||||
| Net investment income | $ | 373,193 | $ | 277,130 | ||||
| Net realized gain on investments | 2,352,477 | 276,196 | ||||||
| Net change in unrealized appreciation on investments | 420,011 | 2,830,632 | ||||||
| Net increase in net assets resulting from operations | 3,145,681 | 3,383,958 | ||||||
| DISTRIBUTIONS TO SHAREHOLDERS | ||||||||
| Total distributions paid | (1,110,356 | ) | (274,010 | ) | ||||
| Net decrease in net assets resulting from distributions to shareholders | (1,110,356 | ) | (274,010 | ) | ||||
| FROM SHARES OF BENEFICIAL INTEREST | ||||||||
| Proceeds from shares sold | 8,244,511 | 3,160,330 | ||||||
| Cost of shares redeemed | (1,473,634 | ) | (2,874,487 | ) | ||||
| Transaction Fees (Note 5) | — | 400 | ||||||
| Net increase in net assets resulting from shares of beneficial interest | 6,770,877 | 286,243 | ||||||
| TOTAL INCREASE IN NET ASSETS | 8,806,202 | 3,396,191 | ||||||
| NET ASSETS | ||||||||
| Beginning of Year | 31,362,707 | 27,966,516 | ||||||
| End of Year | $ | 40,168,909 | $ | 31,362,707 | ||||
| SHARE ACTIVITY | ||||||||
| Shares Sold | 280,000 | 110,000 | ||||||
| Shares Redeemed | (50,000 | ) | (100,000 | ) | ||||
| Net increase in shares of beneficial interest outstanding | 230,000 | 10,000 | ||||||
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 Year Ended | For the Year Ended | For the Period Ended | ||||||||||
| February 28, 2026 | February 28, 2025 | February 29, 2024 (1) | ||||||||||
| Net asset value, beginning of period | $ | 27.01 | $ | 23.68 | $ | 24.94 | ||||||
| Activity from investment operations: | ||||||||||||
| Net investment income (2) | 0.34 | 0.22 | 0.22 | |||||||||
| Net realized and unrealized gain (loss) on investments | 0.03 | 3.34 | (1.27 | ) | ||||||||
| Total from investment operations | 0.37 | 3.56 | (1.05 | ) | ||||||||
| Less distributions from: | ||||||||||||
| Net investment income | (0.33 | ) | (0.23 | ) | (0.21 | ) | ||||||
| Total distributions | (0.33 | ) | (0.23 | ) | (0.21 | ) | ||||||
| Net asset value, end of period | $ | 27.05 | $ | 27.01 | $ | 23.68 | ||||||
| Total return (3) | 1.43 | % | 15.04 | % | (4.18 | )% (8) | ||||||
| Net assets, at end of period (000s) | $ | 36,516 | $ | 29,437 | $ | 25,336 | ||||||
| Ratio of gross expenses to average net assets (4) | 1.53 | % | 1.46 | % | 1.83 | % (7) | ||||||
| Ratio of net expenses to average net assets (4) | 1.00 | % | 1.00 | % | 1.00 | % (7) | ||||||
| Ratio of net investment income to average net assets (4)(6) | 1.35 | % | 0.85 | % | 1.04 | % (7) | ||||||
| Portfolio Turnover Rate (5) | 172 | % | 0 | % | 355 | % (8) | ||||||
| (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 Year Ended | For the Year Ended | For the Period Ended | ||||||||||
| February 28, 2026 | February 28, 2025 | February 29, 2024 (1) | ||||||||||
| Net asset value, beginning of period | $ | 29.59 | $ | 26.63 | $ | 25.00 | ||||||
| Activity from investment operations: | ||||||||||||
| Net investment income (2) | 0.33 | 0.26 | 0.29 | |||||||||
| Net realized and unrealized gain on investments | 2.07 | 2.96 | 1.62 | |||||||||
| Total from investment operations | 2.40 | 3.22 | 1.91 | |||||||||
| Less distributions from: | ||||||||||||
| Net investment income | (0.32 | ) | (0.26 | ) | (0.28 | ) | ||||||
| Net realized gains | (0.53 | ) | — | — | ||||||||
| Total distributions | (0.85 | ) | (0.26 | ) | (0.28 | ) | ||||||
| Net asset value, end of period | $ | 31.14 | $ | 29.59 | $ | 26.63 | ||||||
| Total return (3) | 8.26 | % | 12.10 | % | 7.66 | % (8) | ||||||
| Net assets, at end of period (000s) | $ | 40,169 | $ | 31,363 | $ | 27,967 | ||||||
| Ratio of gross expenses to average net assets (4) | 1.41 | % | 1.34 | % | 1.75 | % (7) | ||||||
| Ratio of net expenses to average net assets (4) | 1.00 | % | 1.00 | % | 1.00 | % (7) | ||||||
| Ratio of net investment income to average net assets (4)(6) | 1.13 | % | 0.93 | % | 1.28 | % (7) | ||||||
| Portfolio Turnover Rate (5) | 126 | % | 65 | % | 208 | % (8) | ||||||
| (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 |
| February 28, 2026 |
| 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.
Operating Segments – The Funds have adopted Financial Accounting Standards Board (FASB) Accounting Standards Update 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (ASU 2023-07). Adoption of the standard impacted financial statement disclosures only and did not affect each Funds financial position or the results of its operations. An operating segment is defined as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entitys chief operating decision maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The CODM is comprised of the portfolio manager and Chief Financial Officer of the Funds. Each Fund operates as a single operating segment. Each Funds income, expenses, assets, changes in net assets resulting from operations and performance are regularly monitored and assessed as a whole by the CODM responsible for oversight functions of the Fund, using the information presented in the financial statements and financial highlights.
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.
9
| Beacon ETFs |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| February 28, 2026 |
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 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 Funds 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 Funds 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
10
| Beacon ETFs |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| February 28, 2026 |
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.
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 February 28, 2026 for the Funds assets measured at fair value:
| Beacon Tactical Risk ETF | ||||||||||||||||
| Assets* | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Exchange Traded Funds | $ | 36,478,174 | $ | — | $ | — | $ | 36,478,174 | ||||||||
| Total | $ | 36,478,174 | $ | — | $ | — | $ | 36,478,174 | ||||||||
11
| Beacon ETFs |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| February 28, 2026 |
| Beacon Select Risk ETF | ||||||||||||||||
| Assets* | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Exchange Traded Funds | $ | 40,127,914 | $ | — | $ | — | $ | 40,127,914 | ||||||||
| Total | $ | 40,127,914 | $ | — | $ | — | $ | 40,127,914 | ||||||||
The Funds did not hold any Level 2 or 3 securities during the period.
| * | See Schedule of Investments for industry classification. |
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 taken on returns filed for open tax years ended February 29, 2024 to February 28, 2025 or expected to be taken in the Funds February 28, 2026 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.
12
| Beacon ETFs |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| February 28, 2026 |
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.
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 year ended February 28, 2026, 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 | $ | 51,305,681 | $ | 51,240,874 | ||||
| BSR | $ | 42,060,119 | $ | 42,703,108 | ||||
For the year ended February 28, 2026, 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 | $ | 7,420,160 | $ | 1,043,509 | ||||
| BSR | $ | 8,167,595 | $ | 1,462,635 | ||||
| 4. | INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES |
Beacon Capital Management, Inc. (the Adviser) serves as the Funds 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 Advisers 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
13
| Beacon ETFs |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| February 28, 2026 |
0.65% of each Funds average daily net assets. For the year ended February 28, 2026, the Adviser earned $193,032, and $216,362 in advisory fees for BTR and BSR, respectively.
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, 2026, 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 Funds 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 Funds operating expense to exceed 1.00% and 1.00% of average daily net assets for BTR and BSR, respectively. If a Funds operating expenses subsequently exceed the limitations, the reimbursements for the Fund shall be suspended. For the year ended February 28, 2026, the Adviser waived fees and/or reimbursed expenses in the amount of $156,697 and $138,178 for BTR and BSR, respectively, which are subject to recapture by the Adviser before February 28, 2029 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.
As of February 28, 2026 the following amounts previously waived by the Adviser are subject to recapture by the Funds by the following dates:
| February 28, 2027 | February 29, 2028 | February 28, 2029 | Total | |||||||||||||
| BTR | $ | 147,473 | $ | 128,366 | $ | 156,697 | $ | 432,536 | ||||||||
| BSR | $ | 141,339 | $ | 103,096 | $ | 138,178 | $ | 382,613 | ||||||||
14
| Beacon ETFs |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| February 28, 2026 |
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.
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
15
| Beacon ETFs |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| February 28, 2026 |
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).
The Transaction Fees for the Funds 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%* |
For the year ended February 28, 2026, BTR received $0 and $1,600 in variable and fixed fees, and BSR received $0 and $2,400 in variable and fixed fees, respectively.
| * | The maximum Transaction Fee may be up to 2.00% of the amount invested. |
| 6. | AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION – TAX BASIS |
| Gross Unrealized | Gross Unrealized | Net Unrealized | ||||||||||||||
| Tax Cost | Appreciation | Depreciation | Appreciation | |||||||||||||
| Beacon Tactical Risk ETF | $ | 31,784,566 | $ | 4,693,608 | $ | — | $ | 4,693,608 | ||||||||
| Beacon Selective Risk ETF | 34,829,825 | 5,333,693 | (35,604 | ) | 5,298,089 | |||||||||||
| 7. | DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL |
The tax character of Fund distributions paid for the fiscal period ended February 28, 2026 and February 28, 2025, was as follows:
| For Fiscal Year Ended | Ordinary | Long-Term | Return of | |||||||||||||
| 2/28/2026 | Income | Capital Gains | Capital | Total | ||||||||||||
| Beacon Tactical Risk ETF | $ | 450,156 | $ | — | $ | — | $ | 450,156 | ||||||||
| Beacon Selective Risk ETF | 411,340 | 699,016 | — | 1,110,356 | ||||||||||||
| For Fiscal Year Ended | Ordinary | Long-Term | Return of | |||||||||||||
| 2/28/2025 | Income | Capital Gains | Capital | Total | ||||||||||||
| Beacon Tactical Risk ETF | $ | 247,212 | $ | — | $ | — | $ | 247,212 | ||||||||
| Beacon Selective Risk ETF | 274,010 | — | — | 274,010 | ||||||||||||
16
| Beacon ETFs |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| February 28, 2026 |
As of February 28, 2026, 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 | $ | 9,371 | $ | — | $ | (57,957 | ) | $ | (1,822,915 | ) | $ | — | $ | 4,693,608 | $ | 2,822,107 | ||||||||||||
| Beacon Selective Risk ETF | 21,790 | 61,858 | (56,817 | ) | — | — | 5,298,089 | 5,324,920 | ||||||||||||||||||||
The difference between book basis and tax basis accumulated net realized gain (loss) and unrealized appreciation (depreciation) from investments is primarily attributable to the tax deferral of losses on wash sales.
Late year losses incurred after December 31 within the fiscal year are deemed to arise on the first business day of the following fiscal year for tax purposes. The Funds incurred and elected to defer such late year losses as follows:
| Fund | Late Year Losses | |||
| Beacon Tactical Risk ETF | $ | 57,957 | ||
| Beacon Selective Risk ETF | 56,817 | |||
At February 28, 2026, the Funds had capital loss forwards for federal income tax purposes available to offset future capital gains, along with capital loss carryforwards utilized as follows:
| Capital Loss Carry Forward | ||||||||||||||||
| Fund | Short-Term | Long-Term | Total | Utilized | ||||||||||||
| Beacon Tactical Risk ETF | 1,822,915 | — | 1,822,915 | 151,102 | ||||||||||||
| Beacon Selective Risk ETF | — | — | — | 1,039,851 | ||||||||||||
Permanent book and tax differences, primarily attributable to tax adjustments for realized gain (loss) on in-kind redemptions, resulted in reclassifications for the Funds for the fiscal year ended February 28, 2026, as follows:
| Paid | ||||||||
| In | Accumulated | |||||||
| Capital | Earnings (Losses) | |||||||
| Beacon Tactical Risk ETF | $ | 124,817 | $ | (124,817 | ) | |||
| Beacon Selective Risk ETF | 141,238 | (141,238 | ) | |||||
17
| Beacon ETFs |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| February 28, 2026 |
| 8. | ACCOUNTING PRONOUNCEMENT |
The Funds adopted the FASB Accounting Standards Update 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures (ASU 2023-09), which establishes new income tax disclosure requirements and modifies or eliminates certain existing disclosure provisions. The amendments in this ASU are intended to address investor requests for more transparency about income tax information and to improve the effectiveness of income tax disclosures. The Funds adoption of ASU 2023-09 did not have a material impact on the Funds financial statements.
| 9. | 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.
18
![]() |
taitweller.com |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Trustees
of Northern Lights Fund Trust II and
Shareholders of Beacon Tactical Risk ETF and Beacon Selective Risk
ETF
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Beacon Tactical Risk ETF and Beacon Selective Risk ETF (the Funds), each a series of Northern Lights Fund Trust II, including the schedules of investments, as of February 28, 2026, the related statements of operations, the statements of changes in net assets and the financial highlights for each of the periods indicated in the table below, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Funds as of February 28, 2026, the results of their operations, the changes in their net assets and their financial highlights for each of the periods indicated in the table below, in conformity with accounting principles generally accepted in the United States of America.
| Individual Funds | Statements
of operations |
Statements
of changes in net assets |
Financial highlights |
| Beacon Tactical Risk ETF and Beacon Selective Risk ETF | For the year ended February 28, 2026. | For each of the two years in the period ended February 28, 2026. | For each of the two years in the period ended February 28, 2026, and for the period April 17, 2023 (commencement of operations) through February 29, 2024. |
Basis for Opinion
These financial statements are the responsibility of the Funds management. Our responsibility is to express an opinion on the Funds financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We have served as the auditor of one or more of the funds in the Trust since 1995.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of the Funds internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Funds internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of February 28, 2026 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.
TAIT, WELLER & BAKER LLP
Philadelphia,
Pennsylvania
April 29, 2026
19
| Beacon ETFs |
| ADDITIONAL INFORMATION |
| February 28, 2026 |
Changes in and Disagreements with Accountants
Not applicable
Proxy Disclosures
Not applicable
Remuneration Paid to Directors, Officers and Others
Refer to the financial statements included herein.
Statement Regarding Basis for Approval of Investment Advisory Agreement
FACTORS CONSIDERED BY THE TRUSTEES IN APPROVAL OF THE RENEWAL OF THE INVESTMENT ADVISORY AGREEMENT AND SUB-ADVISORY AGREEMENT
At a Meeting (the Meeting) of the Board of Trustees (the Board) of Northern Lights Fund Trust II (the Trust) held on January 21, 2026, the Board, including the disinterested Trustees (the Independent Trustees), considered the renewal of the investment advisory agreement (the Beacon Advisory Agreement) between Beacon Capital Management, Inc. (BCM) and the Trust, on behalf of each of Beacon Selective Risk ETF and Beacon Tactical Risk ETF (collectively the Beacon Funds),. The Board also considered the renewal of the sub-advisory agreement between Beacon and Exchange Traded Concepts, LLC (ETC) with respect to the Beacon Funds (the ETC Sub-Advisory Agreement and, together with the Beacon Advisory Agreement, the Advisory Agreements).
Based on their evaluation of the information provided by BCM and ETC, in conjunction with the Beacon Funds other service providers, the Board, by a unanimous vote (including a separate vote of the Independent Trustees), approved the renewal of each of the Advisory Agreements with respect to the Beacon Funds.
In advance of the Meeting, the Board requested and received materials to assist them in considering the renewal of the Advisory Agreements. The materials provided contained information with respect to the factors enumerated below, including each of the Advisory Agreements, a memorandum prepared by independent trustee counsel discussing in detail the Trustees fiduciary obligations and the factors they should assess in considering the renewal of the Advisory Agreements and comparative information relating to the advisory fee and other expenses of the Beacon Funds. The materials also included due diligence materials relating to BCM and ETC (including due diligence questionnaires completed by BCM and ETC, select financial information of BCM and ETC, bibliographic information regarding BCM and ETCs key management and investment advisory personnel, and comparative fee information relating to the Beacon Funds 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. In considering the renewal of the Advisory Agreements, the Board did not identify any one factor
20
| Beacon ETFs |
| ADDITIONAL INFORMATION (Continued) |
| February 28, 2026 |
as all important, but rather considered these factors collectively and determined that renewal of the Advisory Agreements was in the best interests of each Beacon Fund and their respective shareholders. Moreover, the Board noted that each Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to each of the Advisory Agreements.
Beacon Advisory Agreement
Nature, Extent and Quality of Services. The Board reviewed materials provided by BCM related to the proposed renewal of the Beacon 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 the Beacon Funds, including the team of individuals that primarily monitor and execute the investment strategies. The Board noted that BCM has been a registered investment adviser with the SEC since June 2002, and that its personnel have many years of experience in the financial services industry and investment management experience. The Board discussed the extent of BCMs research capabilities, the quality of its compliance infrastructure noting that BCM had hired an outside compliance consulting firm to assist with oversight of the compliance program. Additionally, the Board received satisfactory responses from representatives of BCM with respect to a series of important questions, including: whether BCM or its principals were involved in any lawsuits or pending regulatory actions; whether the management of other accounts would conflict with its management of the Beacon Funds; 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 the Beacon Funds investment limitations, noting that BCM actively reviews the portfolio managers performance of their duties to ensure compliance under BCMs compliance program. The Board reviewed the capitalization of BCM and based on financial information provided by and representations made by BCM and its representatives and concluded that BCM was sufficiently well-capitalized in order to meet its obligations to each of the Beacon Funds. The Board noted that the CCO of the Trust continued to represent that BCMs compliance policies and procedures were reasonably designed to prevent violations of applicable securities laws. The Board also noted BCMs representation that the prospectus and statement of additional information for the Beacon Funds accurately describe the investment strategies of each Beacon Fund. The Board concluded that BCM had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures necessary to perform its duties under the Beacon Advisory Agreement with respect to each of the Beacon Funds and that the nature, overall quality and extent of the management services to be provided by BCM were satisfactory.
Performance. The Board discussed the report prepared by Broadridge and reviewed the performance of each of the Beacon Funds as compared to its peer group, Morningstar category and benchmark for the one-year and since inception periods ended December 31, 2025. With respect to the Beacon Selective Risk ETF, the Board noted that the Fund underperformed its
21
| Beacon ETFs |
| ADDITIONAL INFORMATION (Continued) |
| February 28, 2026 |
peer group median, Morningstar category median and benchmark (the S&P 500 Total Return Index) for the one-year and since inception periods. With respect to the Beacon Tactical Risk ETF, the Board noted that the Fund underperformed its peer group median, Morningstar category median and benchmark (the S&P 500 Total Return Index) for the one-year since inception periods. The Board discussed the portfolio managers ability to mitigate risk and concluded that past performance, although only over a relatively short time period, was not unacceptable, however, the Board determined to continue to monitor performance, given each of the Beacon Funds lagging performance.
Fees and Expenses. As to the costs of the services to be provided by BCM, the Board reviewed and discussed the advisory fee for each of the Beacon Funds and the total operating expenses for each of the Beacon Funds as compared to its respective peer group and Morningstar category as presented in the Board Materials noting that each advisory fee was equal to its respective peer group and Morningstar category median and in-line with, if not slightly lower than, its respective peer group and Morningstar category average.
The Board then reviewed the contractual arrangements for each of the Beacon Funds noting that BCM has agreed to contractually waive or limit its advisory fee and/or reimburse expenses for each Beacon Fund in order to limit a Funds net annual operating expenses, exclusive of certain fees at least until June 30, 2027, so as not to exceed 1.00% of the average annual net assets for each Beacon Fund, and found such arrangements to be beneficial to shareholders of the respective Beacon Fund. The Board concluded that each advisory fee to be charged by BCM with respect to each Beacon Fund was not unreasonable.
Profitability. The Board also considered the level of profits that could be expected to accrue to BCM with respect to each Beacon Fund based on profitability analyses provided by BCM and reviewed by the Board. After review and discussion, the Board concluded that, based on the services provided by BCM and the projected growth of the Beacon Funds, the level of profit from BCMs relationship with each Beacon Fund was not excessive.
Economies of Scale. As to the extent to which each Beacon Fund 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 the current size of each of the Beacon Funds and BCMs expectations for growth and concluded that any material economies of scale would not be achieved in the near term.
Conclusion. The Board relied upon the advice of counsel, and its own business judgment in determining the material factors to be considered in evaluating the Beacon Advisory Agreement and the weight to be given to each such factor. Accordingly, having requested and received such information from BCM, as the Board believed to be reasonably necessary to evaluate the terms of the Beacon Advisory Agreement, and as assisted by the advice of independent counsel, the Board, including a majority of the Independent Trustees, determined that, with respect to each Beacon Fund, (a) the terms of the Beacon Advisory Agreement are reasonable; (b) the advisory fees is not unreasonable; and (c) the Beacon Advisory Agreement is in the best interests of each
22
| Beacon ETFs |
| ADDITIONAL INFORMATION (Continued) |
| February 28, 2026 |
Beacon Fund and its respective shareholders. In considering the renewal of the Beacon Advisory Agreement, the Board did not identify any one factor as all important, but rather considered these factors collectively and determined that approval of the renewal of the Beacon Advisory Agreement was in the best interests of each Beacon Fund and its respective shareholders. Moreover, the Board noted that each Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the Beacon Advisory Agreement.
ETC Sub-Advisory Agreement
Nature, Extent and Quality of Services. As to the nature, quality and extent of the services provided by ETC, the Board noted the experience of the portfolio management personnel of ETC, including their experience in the investment field, education and industry credentials. The Board discussed the financial condition of ETC and reviewed supporting materials. The Board reviewed the materials prepared by ETC describing its investment services and noted ETCs considerable experience executing, settling and reporting trades, adjusting baskets and coordinating custom baskets for ETFs. The Board noted that the CCO of the Trust continued to represent that ETCs compliance policies and procedures were reasonably designed to prevent violations of applicable securities laws. The Board concluded that ETC had sufficient quality and depth of personnel, resources, investment methods essential to performing its duties under the ETC Sub-Advisory Agreement and that the nature, overall quality and extent of investment advisory services provided to each of the Beacon Funds appear to be satisfactory.
Performance. With respect to performance, the Board noted that ETC is primarily responsible for executing the investment decisions of BCM rather than managing each of the Beacon Funds portfolio. Accordingly, the Board did not consider performance to be a significant factor with respect to evaluating ETC.
Fees and Expenses. As to the costs of the services provided by ETC, the Board discussed the sub-advisory fee and considered that ETC is paid by BCM out of its advisory fees and not by each of the Beacon Funds. The Board also looked at the advisory fee split between BCM and ETC and concluded that the sub-advisory fee paid to ETC was not unreasonable in light of the quality of the services performed by it. The Board also considered, based on statements made and information provided by BCM and ETC that the Sub-Advisory Agreement was negotiated at arms-length between BCM and ETC.
Profitability. As to profitability, the Board discussed and noted that ETC receives no compensation from BCM or the Beacon Funds, other than the sub-advisory fee earned pursuant to the Sub-Advisory Agreement. The Board further noted that the sub-advisory fee is paid by BCM out of the advisory fee that it receives and not directly by the Beacon Funds. While the Board did not consider the costs of services provided by ETC or its profitability to be significant factors, nonetheless, based on all these factors and on profitability reports and analyses provided by ETC and reviewed by the Board, the Board concluded that profits from ETCs relationship with each of the Beacon Funds were not excessive.
23
| Beacon ETFs |
| ADDITIONAL INFORMATION (Continued) |
| February 28, 2026 |
Economies of Scale. The Board noted that the sub-advisory fee is not paid by the Beacon Funds, therefore the Board did not consider whether the sub-advisory fee should reflect any potential economies of scale that might be realized as the Beacon Funds assets increase and rather determined the economies of scale would be evaluated as part of looking at the advisory fee paid to BCM.
Conclusion. The Board relied upon the advice of independent counsel, and their own business judgment in determining the material factors to be considered in evaluating the ETC Sub-Advisory Agreement and the weight to be given to each such factor. Accordingly, having requested and received such information from ETC as the Board believed to be reasonably necessary to evaluate the terms of the ETC Sub-Advisory Agreement and as assisted by the advice of independent counsel, the Board, including a majority of the Independent Trustees, determined that, with respect to the each of the Beacon Funds separately that (a) the terms of the ETC Sub-Advisory Agreement are reasonable; (b) the sub-advisory fee is not unreasonable; and (c) the ETC Sub-Advisory Agreement is in the best interests of each of the Beacon Funds and their respective shareholders. In considering the approval of the ETC Sub-Advisory Agreement, the Board did not identify any one factor as all important, but rather considered these factors collectively and determined that approval of the ETC Sub-Advisory Agreement was in the best interests of each of the Beacon Funds and their respective shareholders. Moreover, the Board noted that each Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the ETC Sub-Advisory Agreement.
24
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 Commissions (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 SECs 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-AR26 |
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 registrants Principal Executive Officer and Principal Financial Officer have concluded that the registrants 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 registrants 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 registrants 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. Exhibit 99. CERT
(a)(4) Not applicable
(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)): Attached hereto Exhibit 99. CERT
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 | 05/08/2026 |
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 | 05/08/2026 |
| By (Signature and Title) | |
| /s/ Erik Naviloff | |
| Erik Naviloff, Principal Financial Officer/ Treasurer | |
| Date | 05/08/2026 |