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 | 811-21720 |
| Northern Lights Fund Trust |
| (Exact name of registrant as specified in charter) |
| 225 Pictoria Drive, Suite 450, 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: | 631-490-4300 |
| Date of fiscal year end: | 6/30 |
| Date of reporting period: | 6/30/26 |
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) | N/A |
| (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) | N/A |
| (f) | See Item 19(a)(1) |
Item 3. Audit Committee Financial Expert.
(a)(1) The Registrants board of trustees has determined that Mark Gersten, Anthony J. Hertl, and Mark H. Taylor are audit committee financial experts, as defined in Item 3 of Form N-CSR. Mr. Gersten, Mr. Hertl and Mr. Taylor are independent for purposes of this Item.
(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 – $55,000
2025 – $54,000
| (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 – $12,800
2025 – $12,000
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 June 30, 2025, and 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. The percentage of hours expended on the principal accountants engagement to audit the registrants financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountants full-time, permanent employees was zero percent (0%). |
| (g) |
All non-audit fees billed by the registrants principal accountant for services rendered to the registrant for the fiscal years ended June 30, 2025, and 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 Companies. The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act) and has a separately designated standing audit committee established in accordance with Section 3(a)(58)A of the Exchange Act. The registrants audit committee members are Mark Garbin, Mark D. Gersten, Anthony J.Hertl, Gary W. Lanzen, John V. Palancia and Mark H. Taylor.
Item 6. Schedule of Investments. The Registrants schedule of investments in unaffiliated issuers is included in the Financial Statements under Item 7 of this form.
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
(a) Long Form Financial Statements
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| Ocean Park Diversified Income ETF (DUKZ) |
| Ocean Park Domestic ETF (DUKQ) |
| Ocean Park High Income ETF (DUKH) |
| Ocean Park International ETF (DUKX) |
| Annual Financial Statements |
| and Additional Information |
| June 30, 2026 |
| 1-866-738-4363 |
| www.oceanparketfs.com |
| OCEAN PARK DIVERSIFIED INCOME ETF |
| SCHEDULE OF INVESTMENTS |
| June 30, 2026 |
| Shares | Fair Value | |||||||
| EXCHANGE-TRADED FUNDS — 99.9% | ||||||||
| FIXED INCOME - 99.9% | ||||||||
| 371,810 | Global X US Preferred ETF | $ | 6,949,129 | |||||
| 232,010 | Invesco Senior Loan ETF | 4,726,044 | ||||||
| 126,339 | iShares Broad USD High Yield Corporate Bond ETF | 4,677,070 | ||||||
| 39,737 | iShares Convertible Bond ETF | 4,837,582 | ||||||
| 36,866 | iShares J.P. Morgan USD Emerging Markets Bond ETF | 3,555,357 | ||||||
| 74,687 | iShares MBS ETF | 7,059,416 | ||||||
| 21,999 | iShares National Muni Bond ETF | 2,367,532 | ||||||
| 187,427 | State Street SPDR Nuveen ICE High Yield Municipal ETF | 4,768,143 | ||||||
| 138,400 | VanEck J. P. Morgan EM Local Currency Bond ETF | 3,537,504 | ||||||
| 99,294 | Vanguard Total International Bond ETF | 4,808,808 | ||||||
| TOTAL EXCHANGE-TRADED FUNDS (Cost $46,996,497) | 47,286,585 | |||||||
| TOTAL INVESTMENTS - 99.9% (Cost $46,996,497) | $ | 47,286,585 | ||||||
| OTHER ASSETS IN EXCESS OF LIABILITIES - 0.1% | 46,424 | |||||||
| NET ASSETS - 100.0% | $ | 47,333,009 | ||||||
| ETF | - Exchange-Traded Fund |
| SPDR | - Standard & Poors Depositary Receipt |
See accompanying notes to financial statements.
1
| OCEAN PARK DOMESTIC ETF |
| SCHEDULE OF INVESTMENTS |
| June 30, 2026 |
| Shares | Fair Value | |||||||
| EXCHANGE-TRADED FUNDS — 99.6% | ||||||||
| EQUITY - 99.6% | ||||||||
| 8,868 | Invesco Nasdaq 100 ETF | $ | 2,686,738 | |||||
| 6,381 | Invesco S&P 500 Equal Weight ETF | 1,357,685 | ||||||
| 4,534 | Invesco S&P 500 Momentum ETF | 732,422 | ||||||
| 895 | iShares Russell 2000 Growth ETF | 352,594 | ||||||
| 1,559 | iShares Russell 2000 Value ETF | 344,851 | ||||||
| 4,156 | iShares Russell Mid-Cap Value ETF | 684,078 | ||||||
| 4,243 | iShares Select Dividend ETF | 663,181 | ||||||
| 38,065 | Schwab U.S. Mid-Cap ETF | 1,403,457 | ||||||
| 111,581 | Schwab US Large-Cap ETF | 3,283,829 | ||||||
| 19,872 | Schwab US Small-Cap ETF | 717,975 | ||||||
| 2,272 | Vanguard Mid-Cap Growth ETF | 695,914 | ||||||
| 15,107 | VictoryShares Free Cash Flow ETF | 691,145 | ||||||
| TOTAL EXCHANGE-TRADED FUNDS (Cost $12,117,610) | 13,613,869 | |||||||
| TOTAL INVESTMENTS - 99.6% (Cost $12,117,610) | $ | 13,613,869 | ||||||
| OTHER ASSETS IN EXCESS OF LIABILITIES - 0.4% | 53,938 | |||||||
| NET ASSETS - 100.0% | $ | 13,667,807 | ||||||
| ETF | - Exchange-Traded Fund |
See accompanying notes to financial statements.
2
| OCEAN PARK HIGH INCOME ETF |
| SCHEDULE OF INVESTMENTS |
| June 30, 2026 |
| Shares | Fair Value | |||||||
| EXCHANGE-TRADED FUNDS — 99.8% | ||||||||
| FIXED INCOME - 99.8% | ||||||||
| 233,408 | Global X US Preferred ETF | $ | 4,362,396 | |||||
| 211,408 | Invesco Senior Loan ETF | 4,306,381 | ||||||
| 11,457 | iShares J.P. Morgan USD Emerging Markets Bond ETF | 1,104,913 | ||||||
| 86,999 | State Street SPDR Nuveen ICE High Yield Municipal ETF | 2,213,255 | ||||||
| 370,823 | State Street SPDR Portfolio High Yield Bond ETF | 8,692,090 | ||||||
| 42,394 | VanEck J. P. Morgan EM Local Currency Bond ETF | 1,083,591 | ||||||
| TOTAL EXCHANGE-TRADED FUNDS (Cost $21,849,624) | 21,762,626 | |||||||
| TOTAL INVESTMENTS - 99.8% (Cost $21,849,624) | $ | 21,762,626 | ||||||
| OTHER ASSETS IN EXCESS OF LIABILITIES - 0.2% | 44,487 | |||||||
| NET ASSETS - 100.0% | $ | 21,807,113 | ||||||
| ETF | - Exchange-Traded Fund |
| SPDR | - Standard & Poors Depositary Receipt |
See accompanying notes to financial statements.
3
| OCEAN PARK INTERNATIONAL ETF |
| SCHEDULE OF INVESTMENTS |
| June 30, 2026 |
| Shares | Fair Value | |||||||
| EXCHANGE-TRADED FUNDS — 99.3% | ||||||||
| EQUITY - 99.3% | ||||||||
| 2,313 | Franklin FTSE Japan ETF | $ | 91,942 | |||||
| 1,563 | Franklin FTSE South Korea ETF | 103,283 | ||||||
| 1,018 | Franklin FTSE Taiwan ETF | 107,430 | ||||||
| 2,041 | iShares International Dividend Growth ETF | 179,465 | ||||||
| 2,512 | iShares MSCI Emerging Markets Min Vol Factor ETF | 189,103 | ||||||
| 1,150 | iShares MSCI Mexico ETF | 86,561 | ||||||
| 2,925 | JPMorgan BetaBuilders Developed Asia Pacific-ex ETF | 175,120 | ||||||
| 3,612 | Schwab International Small-Cap Equity ETF | 173,809 | ||||||
| 17,672 | SPDR Portfolio Emerging Markets ETF | 915,056 | ||||||
| 19,308 | Vanguard Total International Stock ETF | 1,650,641 | ||||||
| TOTAL EXCHANGE-TRADED FUNDS (Cost $3,508,465) | 3,672,410 | |||||||
| TOTAL INVESTMENTS - 99.3% (Cost $3,508,465) | $ | 3,672,410 | ||||||
| OTHER ASSETS IN EXCESS OF LIABILITIES - 0.7% | 26,746 | |||||||
| NET ASSETS - 100.0% | $ | 3,699,156 | ||||||
| ETF | - Exchange-Traded Fund |
| MSCI | - Morgan Stanley Capital International |
| SPDR | - Standard & Poors Depositary Receipt |
See accompanying notes to financial statements.
4
| The Ocean Park ETFs |
| STATEMENTS OF ASSETS AND LIABILITIES |
| June 30, 2026 |
| Ocean Park Diversified | Ocean Park | Ocean Park | Ocean Park | |||||||||||||
| Income ETF | Domestic ETF | High Income ETF | International ETF | |||||||||||||
| ASSETS | ||||||||||||||||
| Investment securities: | ||||||||||||||||
| At cost | $ | 46,996,497 | $ | 12,117,610 | $ | 21,849,624 | $ | 3,508,465 | ||||||||
| At value | $ | 47,286,585 | $ | 13,613,869 | $ | 21,762,626 | $ | 3,672,410 | ||||||||
| Cash and cash equivalents | 62,090 | 66,963 | 61,394 | 35,940 | ||||||||||||
| Receivable for fund shares sold | 511,708 | — | 239,639 | — | ||||||||||||
| Due from Adviser | — | 6,955 | 562 | 12,415 | ||||||||||||
| Dividends and interest receivable | 233 | 1,025 | 168 | 1,134 | ||||||||||||
| Prepaid expenses | 5,867 | 5,008 | 2,258 | 2,107 | ||||||||||||
| TOTAL ASSETS | 47,866,483 | 13,693,820 | 22,066,647 | 3,724,006 | ||||||||||||
| LIABILITIES | ||||||||||||||||
| Payable for investments purchased | 511,101 | — | 238,961 | — | ||||||||||||
| Investment advisory fees payable | 10,768 | — | — | — | ||||||||||||
| Payable to related parties | 2,601 | 5,014 | 3,035 | 4,815 | ||||||||||||
| Accrued expenses and other liabilities | 9,004 | 20,999 | 17,538 | 20,035 | ||||||||||||
| TOTAL LIABILITIES | 533,474 | 26,013 | 259,534 | 24,850 | ||||||||||||
| NET ASSETS | $ | 47,333,009 | $ | 13,667,807 | $ | 21,807,113 | $ | 3,699,156 | ||||||||
| Net Assets Consist Of: | ||||||||||||||||
| Paid in capital | $ | 47,672,631 | $ | 13,795,861 | $ | 22,388,203 | $ | 3,665,219 | ||||||||
| Accumulated earnings (deficit) | (339,622 | ) | (128,054 | ) | (581,090 | ) | 33,937 | |||||||||
| NET ASSETS | $ | 47,333,009 | $ | 13,667,807 | $ | 21,807,113 | $ | 3,699,156 | ||||||||
| Net Asset Value Per Share: | ||||||||||||||||
| Net Assets | $ | 47,333,009 | $ | 13,667,807 | $ | 21,807,113 | $ | 3,699,156 | ||||||||
| Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized) |
1,850,000 | 430,000 | 910,000 | 130,000 | ||||||||||||
| Net asset value, offering and redemption price
per share (Net Assets ÷ Shares Outstanding) |
$ | 25.59 | $ | 31.79 | $ | 23.96 | $ | 28.46 | ||||||||
See accompanying notes to financial statements.
5
| The Ocean Park ETFs |
| STATEMENTS OF OPERATIONS |
| For the Year Ended June 30, 2026 |
| Ocean Park | Ocean Park | Ocean Park | Ocean Park | |||||||||||||
| Diversified Income ETF | Domestic ETF | High Income ETF | International ETF | |||||||||||||
| INVESTMENT INCOME | ||||||||||||||||
| Dividends | $ | 962,906 | $ | 174,259 | $ | 611,949 | $ | 85,080 | ||||||||
| Interest | 23,357 | 892 | 6,375 | 5,210 | ||||||||||||
| TOTAL INVESTMENT INCOME | 986,263 | 175,151 | 618,324 | 90,290 | ||||||||||||
| EXPENSES | ||||||||||||||||
| Investment advisory fees | 146,861 | 103,648 | 67,827 | 23,411 | ||||||||||||
| Administrative services | 28,328 | 27,472 | 24,025 | 23,387 | ||||||||||||
| Accounting services fees | 18,236 | 18,441 | 17,747 | 16,908 | ||||||||||||
| Custodian fees | 18,046 | 22,835 | 17,768 | 18,744 | ||||||||||||
| Professional fees | 16,887 | 16,741 | 13,128 | 10,980 | ||||||||||||
| Trustees fees and expenses | 16,568 | 16,568 | 16,568 | 16,568 | ||||||||||||
| Audit fees | 16,512 | 16,512 | 16,512 | 16,512 | ||||||||||||
| Legal fees | 14,562 | 17,204 | 12,920 | 15,517 | ||||||||||||
| Transfer agent fees | 9,781 | 10,223 | 9,779 | 9,942 | ||||||||||||
| Printing and postage expenses | 6,152 | 6,262 | 3,267 | 3,267 | ||||||||||||
| Insurance expense | 995 | 995 | 995 | 995 | ||||||||||||
| Other Expenses | 11,216 | 12,264 | 4,727 | 4,190 | ||||||||||||
| TOTAL EXPENSES | 304,144 | 269,165 | 205,263 | 160,421 | ||||||||||||
| Less: Fees waived/reimbursed by the Adviser | (127,171 | ) | (147,566 | ) | (123,556 | ) | (132,927 | ) | ||||||||
| NET EXPENSES | 176,973 | 121,599 | 81,707 | 27,494 | ||||||||||||
| NET INVESTMENT INCOME | 809,290 | 53,552 | 536,617 | 62,796 | ||||||||||||
| REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS | ||||||||||||||||
| Net realized gain (loss) on: | ||||||||||||||||
| In-kind redemptions | 818,288 | 2,522,544 | 146,482 | 486,214 | ||||||||||||
| Investments | (317,718 | ) | 64,309 | (122,187 | ) | 150,536 | ||||||||||
| Distributions of capital gains from underlying investment companies | — | — | — | 1,940 | ||||||||||||
| 500,570 | 2,586,853 | 24,295 | 638,690 | |||||||||||||
| Net change in unrealized appreciation (depreciation) on: | ||||||||||||||||
| Investments | 27,478 | 313,756 | (245,334 | ) | (100,302 | ) | ||||||||||
| 27,478 | 313,756 | (245,334 | ) | (100,302 | ) | |||||||||||
| NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS | 528,048 | 2,900,609 | (221,039 | ) | 538,388 | |||||||||||
| NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 1,337,338 | $ | 2,954,161 | $ | 315,578 | $ | 601,184 | ||||||||
See accompanying notes to financial statements.
6
| Ocean Park Diversified Income ETF |
| STATEMENTS OF CHANGES IN NET ASSETS |
| Year Ended | Period Ended | |||||||
| June 30, 2026 | June 30, 2025 * | |||||||
| FROM OPERATIONS | ||||||||
| Net investment income | $ | 809,290 | $ | 269,220 | ||||
| Net realized gain (loss) on in-kind redemptions and investments | 500,570 | (363,297 | ) | |||||
| Net change in unrealized appreciation on investments | 27,478 | 262,610 | ||||||
| Net increase in net assets resulting from operations | 1,337,338 | 168,533 | ||||||
| DISTRIBUTIONS TO SHAREHOLDERS | ||||||||
| From distributable earnings: | (830,196 | ) | (272,815 | ) | ||||
| Net decrease in net assets resulting from distributions to shareholders | (830,196 | ) | (272,815 | ) | ||||
| FROM SHARES OF BENEFICIAL INTEREST | ||||||||
| Proceeds from shares sold | 42,723,916 | 15,484,843 | ||||||
| Cost of shares redeemed | (8,127,836 | ) | (3,150,774 | ) | ||||
| Net increase in net assets resulting from shares of beneficial interest | 34,596,080 | 12,334,069 | ||||||
| TOTAL INCREASE IN NET ASSETS | 35,103,222 | 12,229,787 | ||||||
| NET ASSETS | ||||||||
| Beginning of Period | 12,229,787 | — | ||||||
| End of Period | $ | 47,333,009 | $ | 12,229,787 | ||||
| SHARE ACTIVITY | ||||||||
| Shares Sold | 1,680,000 | 620,000 | ||||||
| Shares Redeemed | (320,000 | ) | (130,000 | ) | ||||
| Net increase in shares of beneficial interest outstanding | 1,360,000 | 490,000 | ||||||
| * | Ocean Park Diversified Income ETF commenced operations on July 10, 2024. |
See accompanying notes to financial statements.
7
| Ocean Park Domestic ETF |
| STATEMENTS OF CHANGES IN NET ASSETS |
| Year Ended | Period Ended | |||||||
| June 30, 2026 | June 30, 2025 * | |||||||
| FROM OPERATIONS | ||||||||
| Net investment income | $ | 53,552 | $ | 86,516 | ||||
| Net realized gain (loss) on in-kind redemptions and investments | 2,586,853 | (1,670,727 | ) | |||||
| Net change in unrealized appreciation on investments | 313,756 | 1,182,503 | ||||||
| Net increase (decrease) in net assets resulting from operations | 2,954,161 | (401,708 | ) | |||||
| DISTRIBUTIONS TO SHAREHOLDERS | ||||||||
| From distributable earnings: | (48,481 | ) | (81,372 | ) | ||||
| Net decrease in net assets resulting from distributions to shareholders | (48,481 | ) | (81,372 | ) | ||||
| FROM SHARES OF BENEFICIAL INTEREST | ||||||||
| Proceeds from shares sold | 12,519,348 | 15,886,082 | ||||||
| Cost of shares redeemed | (15,916,522 | ) | (1,243,701 | ) | ||||
| Net increase (decrease) in net assets resulting from shares of beneficial interest | (3,397,174 | ) | 14,642,381 | |||||
| TOTAL INCREASE (DECREASE) IN NET ASSETS | (491,494 | ) | 14,159,301 | |||||
| NET ASSETS | ||||||||
| Beginning of Period | 14,159,301 | — | ||||||
| End of Period | $ | 13,667,807 | $ | 14,159,301 | ||||
| SHARE ACTIVITY | ||||||||
| Shares Sold | 440,000 | 600,000 | ||||||
| Shares Redeemed | (560,000 | ) | (50,000 | ) | ||||
| Net increase (decrease) in shares of beneficial interest outstanding | (120,000 | ) | 550,000 | |||||
| * | Ocean Park Domestic ETF commenced operations on July 10, 2024. |
See accompanying notes to financial statements.
8
| Ocean Park High Income ETF |
| STATEMENTS OF CHANGES IN NET ASSETS |
| Year Ended | Period Ended | |||||||
| June 30, 2026 | June 30, 2025 * | |||||||
| FROM OPERATIONS | ||||||||
| Net investment income | $ | 536,617 | $ | 284,837 | ||||
| Net realized gain (loss) on in-kind redemptions and investments | 24,295 | (477,149 | ) | |||||
| Net change in unrealized appreciation (depreciation) on investments | (245,334 | ) | 158,336 | |||||
| Net increase (decrease) in net assets resulting from operations | 315,578 | (33,976 | ) | |||||
| DISTRIBUTIONS TO SHAREHOLDERS | ||||||||
| From distributable earnings: | (538,022 | ) | (290,003 | ) | ||||
| Net decrease in net assets resulting from distributions to shareholders | (538,022 | ) | (290,003 | ) | ||||
| FROM SHARES OF BENEFICIAL INTEREST | ||||||||
| Proceeds from shares sold | 20,855,264 | 8,824,054 | ||||||
| Cost of shares redeemed | (5,647,478 | ) | (1,678,304 | ) | ||||
| Net increase in net assets resulting from shares of beneficial interest | 15,207,786 | 7,145,750 | ||||||
| TOTAL INCREASE IN NET ASSETS | 14,985,342 | 6,821,771 | ||||||
| NET ASSETS | ||||||||
| Beginning of Period | 6,821,771 | — | ||||||
| End of Period | $ | 21,807,113 | $ | 6,821,771 | ||||
| SHARE ACTIVITY | ||||||||
| Shares Sold | 860,000 | 350,000 | ||||||
| Shares Redeemed | (230,000 | ) | (70,000 | ) | ||||
| Net increase in shares of beneficial interest outstanding | 630,000 | 280,000 | ||||||
| * | Ocean Park High Income ETF commenced operations on July 10, 2024. |
See accompanying notes to financial statements.
9
| Ocean Park International ETF |
| STATEMENTS OF CHANGES IN NET ASSETS |
| Year Ended | Period Ended | |||||||
| June 30, 2026 | June 30, 2025 * | |||||||
| FROM OPERATIONS | ||||||||
| Net investment income | $ | 62,796 | $ | 48,961 | ||||
| Net realized gain (loss) on in-kind redemptions and investments | 636,750 | (290,241 | ) | |||||
| Distributions of capital gains from underlying investment companies | 1,940 | 183 | ||||||
| Net change in unrealized appreciation (depreciation) on investments | (100,302 | ) | 264,247 | |||||
| Net increase in net assets resulting from operations | 601,184 | 23,150 | ||||||
| DISTRIBUTIONS TO SHAREHOLDERS | ||||||||
| From distributable earnings: | (61,947 | ) | (49,266 | ) | ||||
| Net decrease in net assets resulting from distributions to shareholders | (61,947 | ) | (49,266 | ) | ||||
| FROM SHARES OF BENEFICIAL INTEREST | ||||||||
| Proceeds from shares sold | 3,975,026 | 2,656,476 | ||||||
| Cost of shares redeemed | (3,445,467 | ) | — | |||||
| Net increase in net assets resulting from shares of beneficial interest | 529,559 | 2,656,476 | ||||||
| TOTAL INCREASE IN NET ASSETS | 1,068,796 | 2,630,360 | ||||||
| NET ASSETS | ||||||||
| Beginning of Period | 2,630,360 | — | ||||||
| End of Period | $ | 3,699,156 | $ | 2,630,360 | ||||
| SHARE ACTIVITY | ||||||||
| Shares Sold | 150,000 | 110,000 | ||||||
| Shares Redeemed | (130,000 | ) | — | |||||
| Net increase in shares of beneficial interest outstanding | 20,000 | 110,000 | ||||||
| * | Ocean Park International ETF commenced operations on July 10, 2024. |
See accompanying notes to financial statements.
10
| Ocean Park Diversified Income ETF |
| FINANCIAL HIGHLIGHTS |
| Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Period |
| Year Ended | Period Ended | |||||||
| June 30, 2026 | June 30, 2025 (1) | |||||||
| Net asset value, beginning of period | $ | 24.96 | $ | 25.06 | ||||
| Activity from investment operations: | ||||||||
| Net investment income (2) | 0.91 | 1.06 | ||||||
| Net realized and unrealized gain (loss) on investments | 0.70 | (0.12 | ) | |||||
| Total from investment operations | 1.61 | 0.94 | ||||||
| Less distributions from: | ||||||||
| Net investment income | (0.98 | ) | (1.04 | ) | ||||
| Total distributions | (0.98 | ) | (1.04 | ) | ||||
| Net asset value, end of period | $ | 25.59 | $ | 24.96 | ||||
| Total return (4) | 6.55 | % | 3.76 | % (8) | ||||
| Net assets, at end of period (000s) | $ | 47,333 | $ | 12,230 | ||||
| Ratio of gross expenses to average net assets (5)(6) | 1.34 | % | 3.22 | % (7) | ||||
| Ratio of net expenses to average net assets (6) | 0.78 | % | 0.78 | % (7) | ||||
| Ratio of net investment income to average net assets (6) | 3.57 | % | 4.32 | % (7) | ||||
| Portfolio Turnover Rate (3) | 203 | % | 269 | % (8) | ||||
| (1) | Ocean Park Diversified Income ETF commenced operations on July 10, 2024. |
| (2) | Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period. |
| (3) | Portfolio turnover rate excludes portfolio securities received or delivered as a result of processing capital share transactions in Creation Units. |
| (4) | 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. |
| (5) | Represents the ratio of expenses to average net assets absent of fee waivers and/or expense reimbursements by the adviser. |
| (6) | Does not include the expenses of other investment companies in which the Fund invests. |
| (7) | Annualized for periods less than one year. |
| (8) | Not annualized for periods less than one year. |
See accompanying notes to financial statements.
11
| Ocean Park Domestic ETF |
| FINANCIAL HIGHLIGHTS |
| Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Period |
| Year Ended | Period Ended | |||||||
| June 30, 2026 | June 30, 2025 (1) | |||||||
| Net asset value, beginning of period | $ | 25.74 | $ | 25.24 | ||||
| Activity from investment operations: | ||||||||
| Net investment income (2) | 0.11 | 0.29 | ||||||
| Net realized and unrealized gain on investments | 6.04 | 0.39 | (7) | |||||
| Total from investment operations | 6.15 | 0.68 | ||||||
| Less distributions from: | ||||||||
| Net investment income | (0.10 | ) | (0.18 | ) | ||||
| Total distributions | (0.10 | ) | (0.18 | ) | ||||
| Net asset value, end of period | $ | 31.79 | $ | 25.74 | ||||
| Total return (4) | 23.95 | % | 2.70 | % (9) | ||||
| Net assets, at end of period (000s) | $ | 13,668 | $ | 14,159 | ||||
| Ratio of gross expenses to average net assets (5)(6) | 1.95 | % | 2.86 | % (8) | ||||
| Ratio of net expenses to average net assets (6) | 0.88 | % | 0.88 | % (8) | ||||
| Ratio of net investment income to average net assets (6) | 0.39 | % | 1.19 | % (8) | ||||
| Portfolio Turnover Rate (3) | 129 | % | 321 | % (9) | ||||
| (1) | Ocean Park Domestic ETF commenced operations on July 10, 2024. |
| (2) | Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period. |
| (3) | Portfolio turnover rate excludes portfolio securities received or delivered as a result of processing capital share transactions in Creation Units. |
| (4) | 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. |
| (5) | Represents the ratio of expenses to average net assets absent of fee waivers and/or expense reimbursements by the adviser. |
| (6) | Does not include the expenses of other investment companies in which the Fund invests. |
| (7) | Net realized and unrealized gain on investments per share are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not accord with the aggregate gains and losses in the Statements of Operations due to share transactions for the period. |
| (8) | Annualized for periods less than one year. |
| (9) | Not annualized for periods less than one year. |
See accompanying notes to financial statements.
12
| Ocean Park High Income ETF |
| FINANCIAL HIGHLIGHTS |
| Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Period |
| Year Ended | Period Ended | |||||||
| June 30, 2026 | June 30, 2025 (1) | |||||||
| Net asset value, beginning of period | $ | 24.36 | $ | 25.06 | ||||
| Activity from investment operations: | ||||||||
| Net investment income (2) | 1.24 | 1.40 | ||||||
| Net realized and unrealized loss on investments | (0.29 | ) | (0.75 | ) | ||||
| Total from investment operations | 0.95 | 0.65 | ||||||
| Less distributions from: | ||||||||
| Net investment income | (1.35 | ) | (1.35 | ) | ||||
| Total distributions | (1.35 | ) | (1.35 | ) | ||||
| Net asset value, end of period | $ | 23.96 | $ | 24.36 | ||||
| Total return (4) | 3.98 | % | 2.60 | % (8) | ||||
| Net assets, at end of period (000s) | $ | 21,807 | $ | 6,822 | ||||
| Ratio of gross expenses to average net assets (5)(6) | 1.96 | % | 3.72 | % (7) | ||||
| Ratio of net expenses to average net assets (6) | 0.78 | % | 0.78 | % (7) | ||||
| Ratio of net investment income to average net assets (6) | 5.12 | % | 5.80 | % (7) | ||||
| Portfolio Turnover Rate (3) | 179 | % | 402 | % (8) | ||||
| (1) | Ocean Park High Income ETF commenced operations on July 10, 2024. |
| (2) | Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period. |
| (3) | Portfolio turnover rate excludes portfolio securities received or delivered as a result of processing capital share transactions in Creation Units. |
| (4) | 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. |
| (5) | Represents the ratio of expenses to average net assets absent of fee waivers and/or expense reimbursements by the adviser. |
| (6) | Does not include the expenses of other investment companies in which the Fund invests. |
| (7) | Annualized for periods less than one year. |
| (8) | Not annualized for periods less than one year. |
See accompanying notes to financial statements.
13
| Ocean Park International ETF |
| FINANCIAL HIGHLIGHTS |
| Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Period |
| Year Ended | Period Ended | |||||||
| June 30, 2026 | June 30, 2025 (1) | |||||||
| Net asset value, beginning of period | $ | 23.91 | $ | 25.24 | ||||
| Activity from investment operations: | ||||||||
| Net investment income (2) | 0.53 | 0.80 | ||||||
| Net realized and unrealized gain (loss) on investments | 4.56 | (1.42 | ) | |||||
| Total from investment operations | 5.09 | (0.62 | ) | |||||
| Less distributions from: | ||||||||
| Net investment income | (0.54 | ) | (0.71 | ) | ||||
| Total distributions | (0.54 | ) | (0.71 | ) | ||||
| Net asset value, end of period | $ | 28.46 | $ | 23.91 | ||||
| Total return (4) | 21.49 | % | (2.44 | )% (8) | ||||
| Net assets, at end of period (000s) | $ | 3,699 | $ | 2,630 | ||||
| Ratio of gross expenses to average net assets (5)(6) | 5.13 | % | 11.18 | % (7) | ||||
| Ratio of net expenses to average net assets (6) | 0.88 | % | 0.88 | % (7) | ||||
| Ratio of net investment income to average net assets (6) | 2.01 | % | 3.48 | % (7) | ||||
| Portfolio Turnover Rate (3) | 238 | % | 356 | % (8) | ||||
| (1) | Ocean Park International ETF commenced operations on July 10, 2024. |
| (2) | Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period. |
| (3) | Portfolio turnover rate excludes portfolio securities received or delivered as a result of processing capital share transactions in Creation Units. |
| (4) | 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. |
| (5) | Represents the ratio of expenses to average net assets absent of fee waivers and/or expense reimbursements by the adviser. |
| (6) | Does not include the expenses of other investment companies in which the Fund invests. |
| (7) | Annualized for periods less than one year. |
| (8) | Not annualized for periods less than one year. |
See accompanying notes to financial statements.
14
| The Ocean Park ETFs |
| NOTES TO FINANCIAL STATEMENTS |
| June 30, 2026 |
| 1. | ORGANIZATION |
The Ocean Park Diversified Income ETF (DUKZ), Ocean Park Domestic ETF (DUKQ), Ocean Park High Income ETF (DUKH), and Ocean Park International ETF (DUKX) (each a Fund and collectively the Funds) are each a diversified series of shares of beneficial interest of Northern Lights Fund Trust (the Trust), a statutory trust organized under the laws of the State of Delaware on January 19, 2005, and registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-ended management investment company. The Funds investment objectives are to provide total return and to limit exposure to downside risk. The investment objectives are non-fundamental. The Funds commenced operations on July 10, 2024. The Funds are fund of funds, in that they 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 generally accepted accounting principles 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 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, including FASB Accounting Standards Update (ASU) 2013-08.
Operating Segments – 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. Each Funds CODM is comprised of the portfolio managers and Chief Financial Officer of the Trust. 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 each Fund, using the information presented in the financial statements and financial highlights.
Accounting Pronouncement – The Funds adopted the FASB ASU 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. ASU 2023-09 is 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.
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
15
| The Ocean Park ETFs |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| June 30, 2026 |
(NOCP). In the absence of a sale, such securities shall be valued at the mean between the current bid and ask prices on the day of valuation. Debt securities (other than short-term obligations) are valued each day by an independent pricing service approved by the Trusts Board of Trustees (the Board) based on methods which include consideration of: yields or prices of securities of comparable quality, coupon, maturity and type, indications as to values from dealers, and general market conditions or market quotations from a major market maker in the securities. Investments valued in currencies other than the U.S. dollar are converted to U.S. dollars using exchange rates obtained from pricing services. The independent pricing service does not distinguish between smaller-sized bond positions known as odd lots and larger institutional-sized bond positions known as round lots. A Fund may fair value a particular bond if the adviser does not believe that the round lot value provided by the independent pricing service reflects fair value of a Funds holding. Short-term debt obligations having 60 days or less remaining until maturity, at time of purchase, may be valued at amortized cost.
Valuation of Fund of Funds – The Funds may invest in portfolios of open-end or closed-end investment companies (the underlying funds). Underlying open-end investment companies are valued at their respective NAV as reported by such investment companies. The underlying 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 by the methods established by the boards of the underlying funds. The shares of many closed-end investment companies, after their initial public offering, frequently trade at a price per share, which is different than the NAV 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 purchased by a Fund will not change.
Exchange-Traded Funds – The Funds may invest in exchange-traded funds (ETFs). ETFs are a type of fund bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, 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.
The Funds may hold investments, such as private investments, interests in commodity pools, other non-traded securities or temporarily illiquid investments, for which market quotations are not readily available or are determined to be unreliable. These investments 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
16
| The Ocean Park ETFs |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| June 30, 2026 |
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 investments, 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 a 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.
Foreign Securities Risk – Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, economic developments or currency exchange rates and can perform differently from the U.S. market. The net asset value of a Fund will fluctuate based on changes in the value of the foreign securities held by any underlying funds that invest in such securities. When all or a portion of an underlying funds portfolio securities trade in a market that is closed when the market for its shares is open, there may be changes from the last quote of the closed market and the quote from the underlying funds domestic trading day, which could lead to differences between the market value of its shares and the underlying funds NAV.
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
17
| The Ocean Park ETFs |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| June 30, 2026 |
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 June 30, 2026 for the Funds assets measured at fair value:
| DUKZ | ||||||||||||||||
| Assets * | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Exchange-Traded Funds | $ | 47,286,585 | $ | — | $ | — | $ | 47,286,585 | ||||||||
| Total | $ | 47,286,585 | $ | — | $ | — | $ | 47,286,585 | ||||||||
| DUKQ | ||||||||||||||||
| Assets * | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Exchange-Traded Funds | $ | 13,613,869 | $ | — | $ | — | $ | 13,613,869 | ||||||||
| Total | $ | 13,613,869 | $ | — | $ | — | $ | 13,613,869 | ||||||||
| DUKH | ||||||||||||||||
| Assets * | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Exchange-Traded Funds | $ | 21,762,626 | $ | — | $ | — | $ | 21,762,626 | ||||||||
| Total | $ | 21,762,626 | $ | — | $ | — | $ | 21,762,626 | ||||||||
| DUKX | ||||||||||||||||
| Assets * | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Exchange-Traded Funds | $ | 3,672,410 | $ | — | $ | — | $ | 3,672,410 | ||||||||
| Total | $ | 3,672,410 | $ | — | $ | — | $ | 3,672,410 | ||||||||
The Funds did not hold any Level 2 or 3 securities during the year.
| * | See Schedule of Investments for industry classification. |
18
| The Ocean Park ETFs |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| June 30, 2026 |
Security Transactions and Related Income – Security transactions are accounted for on the trade date. Interest income is recognized on an accrual basis. Discounts are accreted and premiums are amortized on securities purchased over the lives of the respective securities using the effective yield method. Dividend income is recorded on the ex-dividend date. Realized gains or losses from sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.
Dividends and Distributions to Shareholders – Dividends from net investment income, if any, are declared and paid quarterly for DUKQ and DUKX, and monthly for DUKZ and DUKH. Dividends and distributions to shareholders are recorded on the ex-dividend date. Distributable net realized capital gains, if any, are declared and distributed annually. 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.
Federal Income Taxes – The Funds comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of their taxable income to 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 year 2025 or expected to be taken in the Funds 2026 tax returns. Each Fund identifies its major tax jurisdictions as U.S. federal, Ohio and foreign jurisdictions where the Fund makes significant investments. Each Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expenses, in the Statements of Operations. 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.
Cash – The Funds consider their investments in an FDIC insured interest bearing savings account to be cash. The Funds maintain cash balances, which, at times, may exceed federally insured limits. The Funds maintain these balances with a high quality financial institution.
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.
19
| The Ocean Park ETFs |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| June 30, 2026 |
| 3. | INVESTMENT TRANSACTIONS |
For the year ended June 30, 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 | Purchases | Sales | ||||||
| DUKZ | $ | 45,454,312 | $ | 45,053,904 | ||||
| DUKQ | $ | 17,783,312 | $ | 18,115,408 | ||||
| DUKH | $ | 18,571,145 | $ | 18,662,728 | ||||
| DUKX | $ | 6,808,462 | $ | 7,199,033 | ||||
For the year ended June 30, 2026, cost of purchases and proceeds from sales of portfolio securities for in-kind transactions for the Funds were as follows:
| Ticker | Purchases | Sales | ||||||
| DUKZ | $ | 42,206,523 | $ | 8,034,209 | ||||
| DUKQ | $ | 12,510,643 | $ | 15,604,890 | ||||
| DUKH | $ | 20,788,912 | $ | 5,518,477 | ||||
| DUKX | $ | 3,965,668 | $ | 3,066,739 | ||||
| 4. | INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES |
The business activities of the Funds are overseen by the Board. Ocean Park Asset Management, LLC (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 trading sub-adviser (the Sub-Adviser) responsible for trading portfolio securities for the Funds. The Sub-Advisor is paid from the Advisers management fee and is not an additional cost to any Fund. 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 Funds. 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 indicated below of each Funds average daily net assets. For the year ended June 30, 2026, each Fund incurred the following in advisory fees:
| Ticker | Annual Rate | Total Advisory Fee | ||||||
| DUKZ | 0.65% | $ | 146,861 | |||||
| DUKQ | 0.75% | $ | 103,648 | |||||
| DUKH | 0.65% | $ | 67,827 | |||||
| DUKX | 0.75% | $ | 23,411 | |||||
20
| The Ocean Park ETFs |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| June 30, 2026 |
Pursuant to a written contract (the Waiver Agreement), the Adviser has agreed for the Funds, at least until January 31, 2027, 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 (exclusive of (i) any front-end or contingent deferred loads; (ii) brokerage fees and commissions, (iii) acquired fund fees and expenses; (iv) fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses); (v) borrowing costs (such as interest and dividend expense on securities sold short); (vi) taxes; and (vii) extraordinary expenses, such as litigation expenses (which may include indemnification of Funds officers and Trustees and contractual indemnification of Funds service providers (other than the Adviser))) will not exceed 0.78% of average daily net assets for DUKZ and DUKH, and 0.88% of average daily net assets for DUKQ and DUKX, respectively.
If the Adviser waives any fee or reimburses any expenses pursuant to the Waiver Agreement, and Funds operating expenses are subsequently lower than its expense limitation, or limitation in place at time of waiver, the Adviser, on a rolling three-year period, shall be entitled to reimbursement by a Fund provided that such reimbursement does not cause that Funds operating expense to exceed the expense limitation. If a Funds operating expenses subsequently exceed the expense limitation, the reimbursements for the Fund shall be suspended. For the year ended June 30, 2026, the Adviser waived fees and/or reimbursed expenses in the amount of $127,171, $147,566, $123,556 and $132,927 for DUKZ, DUKQ, DUKH and DUKX, respectively, under the Waiver Agreement.
The following amounts are subject to recapture by the Adviser by the following dates:
| Ticker | 6/30/2028 | 6/30/2029 | ||||||
| DUKZ | $ | 152,227 | $ | 127,171 | ||||
| DUKQ | $ | 144,394 | $ | 147,566 | ||||
| DUKH | $ | 144,663 | $ | 123,556 | ||||
| DUKX | $ | 144,759 | $ | 132,927 | ||||
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 the Waiver Agreement at any time on 60 days notice to the Adviser.
The Trust, with respect to the Funds, has adopted a distribution and service plan (the 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 plans to impose these fees. In the event Rule 12b-1 fees were charged, over time they would increase the cost of an investment in the Funds.
21
| The Ocean Park ETFs |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| June 30, 2026 |
Ultimus Fund Solutions, LLC (UFS) – UFS, an affiliate of the Distributor 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. Pursuant to a Referral Agreement dated November 29, 2023, between UFS and the Sub-Adviser, the Sub-Adviser pays UFS a referral fee that is calculated as a percentage of its sub-advisory fee. During the fiscal year ended June 30, 2026, Sub-Adviser paid UFS a referral fee of $6,500.
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.
Blu Giant, LLC (Blu Giant) – Blu Giant, an affiliate of UFS and the Distributor, provides EDGAR conversion and filing services as well as print management services for the Funds on an ad-hoc basis. For the provision of these services, Blu Giant receives customary fees from the Funds.
The Trust engages an insurance broker affiliated with UFS for the purposes of assisting the Trust in obtaining its insurance policies.
| 5. | CAPITAL SHARE TRANSACTIONS |
Shares are not individually redeemable and may be redeemed by the Funds at the 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 each Fund. 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 Fund 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 their ongoing shareholders for brokerage and market impact expenses relating to Creation Unit transactions (Variable Charge, and together with the Fixed Fee, the Transaction Fees).
22
| The Ocean Park ETFs |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| June 30, 2026 |
For the year ended June 30, 2026, the fixed and variable fees were as follows:
| Ticker | Fixed Fees | Variable Fees | ||||||
| DUKZ | $ | 9,600 | $ | — | ||||
| DUKQ | $ | 1,000 | $ | — | ||||
| DUKH | $ | 4,200 | $ | — | ||||
| DUKX | $ | 1,200 | $ | — | ||||
The Transaction Fees for the Funds are listed in the table below:
| Fee for In-Kind and Cash | Maximum Additional Variable | ||||||
| Ticker | Purchases | Charge for Cash Purchases* | |||||
| DUKZ | $200 | 2.00%* | |||||
| DUKQ | $200 | 2.00%* | |||||
| DUKH | $200 | 2.00%* | |||||
| DUKX | $200 | 2.00%* |
| * | As a percentage of the amount invested |
| 6. | UNDERLYING INVESTMENTS IN OTHER INVESTMENT COMPANIES |
DUKH currently invests a significant portion of its assets in the State Street SPDR Portfolio High Yield Bond ETF (SPHY). DUKH may redeem its investments in SPHY at any time if the Adviser determines that it is in the best interest of DUKH and its shareholders to do so. DUKHs performance will be directly affected by the performance of SPHY. The financial statements of SPHY, including the schedule of investments, can be found on the Securities and Exchange Commissions website www.sec.gov and should be read in conjunction with DUKHs financial statements. As of June 30, 2026, DUKHs investment in SPHY was 39.9% of DUKHs net assets.
DUKX currently invests a significant portion of its assets in the Vanguard Total International Stock ETF (VXUS). DUKX may redeem its investments in VXUS at any time if the Adviser determines that it is in the best interest of DUKX and its shareholders to do so. DUKXs performance will be directly affected by the performance of VXUS. The financial statements of VXUS, including the schedule of investments, can be found on the Securities and Exchange Commissions website www.sec.gov and should be read in conjunction with DUKXs financial statements. As of June 30, 2026, DUKXs investment in VXUS was 44.6% of DUKXs net assets.
| 7. | DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL |
The tax character of fund distributions paid for the year and period ending June 30, 2026, and June 30, 2025, were as follows:
| For the year ended June 30, 2026: | ||||||||||||||||||||
| Ordinary | Long-Term | Return | Tax-Exempt | |||||||||||||||||
| Portfolio | Income | Capital Gains | of Capital | Income | Total | |||||||||||||||
| Ocean Park Diversified Income ETF | $ | 763,912 | $ | — | $ | — | $ | 66,284 | $ | 830,196 | ||||||||||
| Ocean Park Domestic ETF | 48,481 | — | — | — | 48,481 | |||||||||||||||
| Ocean Park High Income ETF | 509,565 | — | — | 28,457 | 538,022 | |||||||||||||||
| Ocean Park International ETF | 61,947 | — | — | — | 61,947 | |||||||||||||||
23
| The Ocean Park ETFs |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| June 30, 2026 |
| For the period ended June 30, 2025: | ||||||||||||||||||||
| Ordinary | Long-Term | Return | Tax-Exempt | |||||||||||||||||
| Portfolio | Income | Capital Gains | of Capital | Income | Total | |||||||||||||||
| Ocean Park Diversified Income ETF | $ | 272,815 | $ | — | $ | — | $ | — | $ | 272,815 | ||||||||||
| Ocean Park Domestic ETF | 81,372 | — | — | — | 81,372 | |||||||||||||||
| Ocean Park High Income ETF | 290,003 | — | — | — | 290,003 | |||||||||||||||
| Ocean Park International ETF | 49,266 | — | — | — | 49,266 | |||||||||||||||
As of June 30, 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 | ||||||||||||||||||||||
| Portfolio | Income | Capital Gains | Late Year Loss | Forwards | Differences | (Depreciation) | Earnings/(Deficits) | |||||||||||||||||||||
| Ocean Park Diversified Income ETF | $ | — | $ | — | $ | (353,245 | ) | $ | (239,423 | ) | $ | — | 253,046 | $ | (339,622 | ) | ||||||||||||
| Ocean Park Domestic ETF | 10,215 | — | — | (1,634,528 | ) | — | 1,496,259 | (128,054 | ) | |||||||||||||||||||
| Ocean Park High Income ETF | 3,799 | — | (135,154 | ) | (362,714 | ) | — | (87,021 | ) | (581,090 | ) | |||||||||||||||||
| Ocean Park International ETF | 544 | — | — | (127,729 | ) | — | 161,122 | 33,937 | ||||||||||||||||||||
The difference between book basis and tax basis undistributed net investment income/(loss), accumulated net realized gain/(loss), and unrealized appreciation/(depreciation) from investments is primarily attributable to the tax deferral of losses on wash sales.
Capital losses incurred after October 31 within the fiscal year are deemed to arise on the first business day of the following fiscal year for tax purposes. The following Funds incurred and elected to defer such capital losses as follows:
| Post October | ||||
| Portfolio | Losses | |||
| Ocean Park Diversified Income ETF | $ | 353,245 | ||
| Ocean Park Domestic ETF | — | |||
| Ocean Park High Income ETF | 135,154 | |||
| Ocean Park International ETF | — | |||
At June 30, 2026, the Funds below had capital loss carry forwards for federal income tax purposes available to offset future capital gains as follows:
| Non-Expiring | ||||||||||||||||
| Portfolio | Short-Term | Long-Term | Total | CLCF Utilized | ||||||||||||
| Ocean Park Diversified Income ETF | $ | 239,423 | $ | — | $ | 239,423 | $ | — | ||||||||
| Ocean Park Domestic ETF | 1,634,528 | — | 1,634,528 | — | ||||||||||||
| Ocean Park High Income ETF | 362,713 | 1 | 362,714 | — | ||||||||||||
| Ocean Park International ETF | 127,729 | — | 127,729 | — | ||||||||||||
24
| The Ocean Park ETFs |
| NOTES TO FINANCIAL STATEMENTS (Continued) |
| June 30, 2026 |
Permanent book and tax differences, primarily attributable to tax adjustments for realized gain (loss) on in-kind redemptions and distributions in excess, resulted in reclassifications for the Fund for the fiscal period ended June 30, 2026, as follows:
| Paid In | Distributable/ Accumulated | |||||||
| Portfolio | Capital | Earnings (Losses) | ||||||
| Ocean Park Diversified Income ETF | $ | 796,952 | $ | (796,952 | ) | |||
| Ocean Park Domestic ETF | 2,521,942 | (2,521,942 | ) | |||||
| Ocean Park High Income ETF | 43,217 | (43,217 | ) | |||||
| Ocean Park International ETF | 479,489 | (479,489 | ) | |||||
| 8. | AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION – TAX BASIS |
| Gross | Gross | Tax Net Unrealized | ||||||||||||||
| Cost for Federal | Unrealized | Unrealized | Appreciation/ | |||||||||||||
| Portfolio | Tax purposes | Appreciation | (Depreciation) | (Depreciation) | ||||||||||||
| Ocean Park Diversified Income ETF | $ | 47,033,539 | $ | 384,556 | $ | (131,510 | ) | $ | 253,046 | |||||||
| Ocean Park Domestic ETF | 12,117,610 | 1,496,259 | — | 1,496,259 | ||||||||||||
| Ocean Park High Income ETF | 21,849,647 | 39,942 | (126,963 | ) | (87,021 | ) | ||||||||||
| Ocean Park International ETF | 3,511,288 | 175,628 | (14,506 | ) | 161,122 | |||||||||||
| 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 other events or transactions occurred requiring adjustment or disclosure in the financial statements other than the following.
The Board declared the following distributions after June 30, 2026:
| Ticker | Dividend Per Share | Record Date | Payable Date | |||||
| DUKZ | $ | 0.0871 | 7/7/2026 | 7/13/2026 | ||||
| DUKH | $ | 0.1018 | 7/7/2026 | 7/13/2026 | ||||
25

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders of Ocean Park ETFs and
Board of Trustees of Northern Lights Fund Trust
Opinion on the Financial Statements
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Ocean Park ETFs comprising Ocean Park Diversified Income ETF, Ocean Park Domestic ETF, Ocean Park High Income ETF, and Ocean Park International ETF (the Funds), each a series of Northern Lights Fund Trust, as of June 30, 2026, the related statements of operations for the year then ended and the statements of changes in net assets and the financial highlights for the year then ended and for the period from July 10, 2024 (commencement of operations) through June 30, 2025, 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 each of the Funds as of June 30, 2026, the results of their operations for the year then ended and the changes in net assets and the financial highlights for the year then ended and for the period from July 10, 2024 (commencement of operations) through June 30, 2025, in conformity with accounting principles generally accepted in the United States of America.
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 conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
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 procedures included confirmation of securities owned as of June 30, 2026, by correspondence with the custodian and brokers. 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. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more of Ocean Park Asset Management LLCs investment companies since 2023.
COHEN &
COMPANY, LTD.
Cleveland, Ohio
August 28, 2026
| COHEN & COMPANY, LTD. |
| Registered with the Public Company Accounting Oversight Board |
| 800.229.1099 I 866.818.4538 fax I cohenco.com |
26
| The Ocean Park ETFs |
| Additional Information (Continued) |
| June 30, 2026 |
Changes in and Disagreements with Accountants
There were no changes in or disagreements with accountants during the period covered by this report.
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
Ocean Park Asset Management, Inc. Adviser to Ocean Park Diversified Income ETF, Ocean Park Domestic ETF, Ocean High Income ETF, Ocean Park International ETF *
In connection with the regular meeting held on June 17-18, 2026 of the Board of Trustees (the Trustees or the Board) of the Northern Lights Fund Trust (the Trust), including a majority of the Trustees who are not interested persons, as that term is defined in the Investment Company Act of 1940, as amended, discussed the approval of the investment advisory agreement (the Advisory Agreement) between Ocean Park Asset Management, Inc (Ocean Park) and the Trust, with respect to the Ocean Park Domestic ETF, Ocean Park International ETF, Ocean Park Diversified Income ETF, and Ocean High Income ETF (collectively, the Ocean Park ETFs). In considering the approval of the Advisory Agreement, the Board received materials specifically relating to the Advisory Agreement.
The Trustees were assisted by independent legal counsel throughout the advisory agreement review process. The Trustees relied upon the advice of independent legal counsel and their own business judgment in determining the material factors to be considered in evaluating the Advisory Agreement and the weight to be given to each such factor. The conclusions reached by the Trustees were based on a comprehensive evaluation of all of the information provided and were not the result of any one factor. Moreover, each Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the Advisory Agreement.
Nature, Extent & Quality of Services. The Trustees observed that Ocean Park was part of the Sierra Group of companies, founded in 1987, and managed approximately $3.6 billion in assets, offered several tactically managed investment strategies that prioritized risk management and primarily served retirees and other conservative investors through mutual funds, ETFs, and separately managed accounts at various TAMPs. The Trustees reviewed the background information on the key investment personnel responsible for servicing the ETFs, taking into consideration their education and the investment experience of the team. The Trustees noted that Ocean Park employed a proprietary trend following strategy based on the mathematical analysis of moving averages to generate buy and sell signals and to build and actively manage fund-of-funds portfolios, and that Ocean Park may use discretion to override the signals when current market conditions warrant. The Trustees further noted that Ocean Park used quantitative analysis to examine a universe of unconstrained ETFs exhibiting buy signals, sets risk goals specific to each portfolio, and verifies whether the tactical discipline remains valid. The Trustees observed that, to limit drawdowns, Ocean Park had built risk management disciplines into its strategies using a rules-based trend following system, constructed portfolios diversified among sub-asset classes, used trailing stop-loss orders under every underlying position, and actively managed the portfolios to be fully invested, partially invested, or in cash or cash equivalents.
The Trustees noted that Ocean Park performed ongoing due diligence and oversight of its sub-adviser, Exchange Traded Concepts (ETC), which executed trades based on Ocean Parks investment signals and decisions and performed other ETF-related functions, including communication with market makers and authorized
27
| The Ocean Park ETFs |
| Additional Information (Unaudited)(Continued) |
| June 30, 2026 |
participants. The Trustees observed that Ocean Park used a pre-trade process to assess each underlying investment for its make-up, size, capacity, and potential impact on the portfolio, and that broker-dealer selection was delegated to the sub-adviser, which submitted quarterly best execution reports to Ocean Park for review. The Trustees observed that Ocean Park limited its use of artificial intelligence and was piloting AI software for adviser demographics and sales summaries, and using AI to assist with coding to make the buy/sell signal review process more efficient but did not use AI to make investment decisions. The Trustees further noted that Ocean Park did not report any material compliance or litigation issues since the previous advisory contract approval.
The Board noted that Ocean Park had remained consistent in its active, risk-managed investment style, which places equal emphasis on returns and capital preservation and suits its target conservative shareholder, and concluded that it expected Ocean Park to continue providing a high level of quality service to the ETFs and their shareholders.
Performance.
Ocean Park Domestic ETF. The Trustees noted that the Funds 8.50% return underperformed its benchmark, the Morningstar US Market Total Return Index, by more than 900 basis points over the one-year period, and since-inception figures showed approximately 700 basis points of underperformance. The Trustees acknowledged that this performance was attributable to two periods of whipsaws, namely Liberation Day and the Iran war, and that the Fund used signals that were not conducive to sharp shocks. The Trustees concluded that, while the Fund remained too young to assess whether any long-term strategic changes were necessary, the Fund achieved a positive return and was performing according to its prospectus mandate.
Ocean Park International ETF. The Trustees noted that the Fund was an unconstrained international fund, actively managed according to signals, and was benchmarked against the Morningstar Global Markets ex-US Index. The Trustees acknowledged that the same two anomalous events that affected the Ocean Park Domestic ETF caused signals that subjected the Fund to underperformance, but that the Fund nonetheless returned 17.26% during the year, placing it in the second quartile versus its peers. The Trustees concluded that, despite the short history of the Fund, Ocean Park had delivered solid performance.
Ocean Park Diversified Income ETF. The Trustees noted that the Fund was a non-traditional bond fund benchmarked against the Bloomberg Aggregate Index, and that the Funds 4.13% return placed it at the top of the second quartile, and with a similar risk ranking reflected solid risk-adjusted returns despite fourth-quartile volatility. The Trustees concluded that, while the Fund was still too new to demonstrate long-term success and notwithstanding questions regarding Morningstars benchmark for the Fund, Ocean Park had delivered reasonable returns.
Ocean Park High Income ETF. The Trustees noted that the Fund was a high-yield bond fund benchmarked against the Bloomberg Aggregate Index, and that the Funds 2.46% one-year return placed it in the third quartile overall and underperformed the index, with similar results since inception. The Trustees acknowledged that, despite those returns and fourth-quartile volatility, the Funds one-year risk-adjusted returns reflected a second quartile ranking versus its peers, demonstrating that the active management of the Fund can produce results for shareholders. The Trustees concluded that Ocean Park had provided acceptable returns for the Fund.
Fees and Expenses.
Ocean Park Domestic ETF. The Trustees noted that the advisory fee of 0.75% ranked in the 55th percentile relative to its peer group. The Trustees acknowledged that Ocean Parks explanation for the advisory fee was that the Morningstar Large Blend category includes long-only funds, including passive strategies, that are not directly
28
| The Ocean Park ETFs |
| Additional Information (Unaudited)(Continued) |
| June 30, 2026 |
comparable to the Funds tactical approach, and that Ocean Park had an expense limitation in place that limited the Funds operating expenses to 0.88%. The Trustees concluded that the Funds advisory fee was not unreasonable.
Ocean Park International ETF. The Trustees noted that the advisory fee of 0.75% ranked in the 60th percentile relative to its peer group. The Trustees acknowledged that Ocean Parks explanation for the advisory fee was that the Morningstar Foreign Large Blend category included long-only funds, including passive strategies, that were not directly comparable to the Funds tactical approach, and that Ocean Park had an expense limitation in place that limited the Funds operating expenses to 0.88%. The Trustees concluded that the Funds advisory fee was not unreasonable.
Ocean Park Diversified Income ETF. The Trustees noted that the advisory fee of 0.65% ranked in the 37th percentile relative to its peer group. The Trustees acknowledged that Ocean Parks explanation for the advisory fee was that two of the funds in the peer group were proprietary fund-of-funds that earn fees via their acquired fund holdings and were therefore able to charge modest fees at the investing fund level, which skewed the peer group average, further noting that the Funds net expense ratio was only 1 basis point above the peer group median. They considered that Ocean Park had an expense limitation in place that limited the Funds operating expenses to 0.78%. The Trustees concluded that the Funds advisory fee was not unreasonable.
Ocean Park High Income ETF. The Trustees noted that the advisory fee of 0.65% ranked in the 45th percentile relative to its peer group. The Trustees acknowledged that Ocean Parks explanation for the advisory fee was that the Morningstar High Yield Bond category included long-only funds, including passive strategies, that were not directly comparable to the Funds tactical approach, that many of the funds in the peer group follow a unitary fee structure that made comparison of the management fee alone challenging, that the Funds net expense ratio was in line with the peer group average, and that Ocean Park had an expense limitation in place that limited the Funds operating expenses to 0.78%. The Trustees concluded that the Funds advisory fee was not unreasonable.
Economies of Scale. The Trustees considered whether Ocean Park had achieved economies of scale with respect to its management of the Ocean Park ETFs and discussed the size of each of the Funds. The Trustees noted that the Funds had not yet achieved the asset levels necessary to warrant the implementation of breakpoints, and agreed that, considering the Funds current asset levels and the expense arrangements in place, the absence of breakpoints was acceptable at this time.
Profitability. The Trustees reviewed Ocean Parks profitability with respect to its management of the Ocean Park ETFs. The Trustees noted Ocean Parks statement that its profitability had not been materially affected by a loss in assets. The Board concluded that Ocean Parks relationship with the Funds was not excessively profitable.
Conclusion. Having requested and received such information from Ocean Park as the Trustees believed to be reasonably necessary to evaluate the terms of the proposed renewal of the Advisory Agreement, and as assisted by the advice of legal counsel, the Trustees concluded that the approval of the continuation of the Advisory Agreement was in the best interests of the Funds and their shareholders.
| * | Due to the timing of the contract renewal schedule, these deliberations may or may not relate to the current performance results of the Ocean Park ETFs. |
29
| The Ocean Park ETFs |
| Additional Information (Unaudited)(Continued) |
| June 30, 2026 |
Exchange Traded Concepts, LLC Sub-Adviser to Ocean Park Domestic ETF, Ocean Park International ETF, Ocean Park Diversified Income ETF and Ocean Park High Income ETF *
In connection with the regular meeting held on June 17-18, 2026 of the Board of Trustees (the Trustees or the Board) of the Northern Lights Fund Trust (the Trust), including a majority of the Trustees who are not interested persons, as that term is defined in the Investment Company Act of 1940, as amended, discussed the approval of the sub-advisory agreement (the Sub-Advisory Agreement) between Ocean Park Asset Management, Inc (Ocean Park) and the Exchange Traded Concepts, LLC, (ETC) with respect to the Ocean Park Domestic ETF, Ocean Park International ETF, Ocean Park Diversified Income ETF, and Ocean High Income ETF (collectively, the Ocean Park ETFs). In considering the approval of the Sub-Advisory Agreement, the Board received materials specifically relating to the Sub-Advisory Agreement.
The Trustees were assisted by independent legal counsel throughout the advisory agreement review process. The Trustees relied upon the advice of independent legal counsel and their own business judgment in determining the material factors to be considered in evaluating the Sub-Advisory Agreement and the weight to be given to each such factor. The conclusions reached by the Trustees were based on a comprehensive evaluation of all of the information provided and were not the result of any one factor. Moreover, each Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the Sub-Advisory Agreement.
Nature, Extent & Quality of Services. The Trustees noted that ETC was founded in 2011, was registered with the U.S. Securities and Exchange Commission as an investment adviser and managed approximately $23 billion in assets under management. The Trustees acknowledged that The Trustees reviewed the background information on the key investment personnel responsible for sub-advising the ETFs, taking into consideration their education and financial industry experience gained from investment banking, asset management, and fund administration. The Trustees observed that Ocean Park delegated the daily execution of the ETFs strategies to ETC, with Ocean Park providing ongoing due diligence and oversight, and noted that, for the Ocean Park ETFs, ETC acted as sub-adviser solely to execute trades based on the trading signals provided by Ocean Park, using its trading infrastructure to efficiently execute trades consistent with the ETFs investment strategies and prospectuses with limited discretion while attempting to maximize the total value from each transaction. The Trustees further noted that ETC handled various ETF functions, including communications with market makers and authorized participants, trading, rebalancing, broker-dealer selection, participation in corporate actions, and voting proxies, but was not responsible for security selection, risk management, or performance, all of which are the responsibility of Ocean Park.
The Trustees noted that, to comply with investment limitations, ETC was obligated to buy and sell securities consistent with Ocean Parks strategies, the prospectus, and the statement of additional information, to perform pre-trade and post-trade checks, to monitor the ownership percentages of the underlying investments to ensure they remain within regulatory limits, to monitor diversification requirements, and to identify any other breaches of investment guidelines. The Trustees acknowledged that ETC maintained a comprehensive cybersecurity policy designed to identify, protect, detect, respond to, and recover the firms IT framework and critical infrastructure. The Trustees noted that ETC prohibits the use of artificial intelligence to provide advisory services to the ETFs, but licenses certain indices from third parties that utilize AI in the security selection and screening process and licenses certain technology from a provider that utilizes AI in its security selection process. The Trustees further noted that ETC reported no material compliance or litigation issues since the previous sub-advisory contract approval. The Board noted that ETC was well-positioned and well-resourced to provide customized trade execution services with efficiencies that allowed Ocean Park to remain focused on its investment process and concluded that ETC should continue to provide quality execution services to the ETFs.
Performance. The Trustees noted that the performance of the Ocean Park ETFs was previously discussed in connection with the Ocean Park advisory agreement review. Based on that discussion, the Trustees concluded that
30
| The Ocean Park ETFs |
| Additional Information (Unaudited)(Continued) |
| June 30, 2026 |
ETC had made a positive contribution to the performance of the Ocean Park Domestic ETF, Ocean Park International ETF, Ocean Park Diversified Income ETF, and Ocean Park High Income ETF.
Fees and Expenses. The Trustees considered the reasonableness of the sub-advisory fee paid out of the advisory fee by Ocean Park to ETC with respect to each Ocean Park Fund. The Trustees noted that the annual sub-advisory fee was a minimum of $20,000 for the first ETF and $15,000 for each additional ETF, or, alternatively, 4 basis points on the first $1 billion of aggregate assets and 3 basis points on aggregate assets above $1 billion. The Trustees also noted that the annual advisory fees ranged from 0.65% to 0.75%, and that Ocean Park had delegated the daily execution of the Funds strategy and broker-dealer selection to ETC. The Trustees agreed that, given the allocation of responsibilities between Ocean Park and ETC, the sub-advisory fee paid to ETC was not unreasonable.
Economies of Scale. The Trustees considered whether ETC had realized economies of scale in managing the ETFs but agreed that economies of scale was primarily an adviser-level consideration that should account for the overall advisory agreement and the impact of the sub-advisory expense. The Trustees noted that ETCs sub-advisory fee schedule incorporated breakpoints as aggregate assets grew and agreed that ETCs sub-advisory fee structure was acceptable at this time.
Profitability. The Trustees assessed whether ETCs sub-advisory arrangement with Ocean Park generated excessive profits. The Trustees noted that ETCs profitability analysis reflected that ETC had realized a profit with respect to each of the Ocean Park Funds, and acknowledged ETCs representation that its profits were reasonable because they were broadly in line with other accounts managed by ETC and by other ETF sub-advisers and were not excessive as a proportion of the fee paid to ETC. Based on the foregoing, the Trustees concluded that excessive profitability was not an issue at this time.
Conclusion. The Trustees reviewed the requested information from Ocean Park that they reasonably deemed necessary to evaluate the terms of the sub-advisory agreement. The Trustees noted that Ocean Park was satisfied with ETCs services and recommended ETCs retention. Assisted by the advice of counsel, the Trustees agreed that approving the sub-advisory agreement between Ocean Park and ETC on behalf of the ETFs was in the best interests of the ETFs and their shareholders.
| * | Due to the timing of the contract renewal schedule, these deliberations may or may not relate to the current performance results of the Ocean Park ETFs. |
31
PROXY VOTING POLICY
Information regarding how the Funds voted proxies relating to portfolio securities for the most recent 12 month period ended June 30 as well as a description of the policies and procedures that the Funds use to determine how to vote proxies is available without charge, upon request, by calling 1-866-738-4363, by visiting www.oceanparketfs.com, or by referring to the Securities and Exchange Commissions (SEC) website at http://www.sec.gov.
PORTFOLIO HOLDINGS
Funds file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the SEC) for the first and third quarters of each fiscal year as an exhibit to 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.
PREMIUM/DISCOUNT INFORMATION
Information regarding how often the Shares of each Fund traded on the exchange at a price above (i.e. at a premium) or below (i.e. at a discount) the NAV of the Fund during the past calendar year can be found at www.oceanparketfs.com.
| INVESTMENT ADVISER |
| Ocean Park Asset Management, LLC |
| 3420 Ocean Park Blvd., Suite 3060 |
| Santa Monica, CA 90405 |
| TRADING SUB-ADVISER |
| Exchange Traded Concepts, LLC |
| 10900 Hefner Pointe Drive, Suite 400 |
| Oklahoma City, OK 73120 |
| ADMINISTRATOR |
| Ultimus Fund Solutions, LLC |
| 225 Pictoria Drive, Suite 450 |
| Cincinnati, OH 45246 |
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 of this Form.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Included under Item 7 of this Form.
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) Code of Ethics for Principal Executive and Senior Financial Officers. Exhibit 99.CODE
(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 99.906CERT
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
By (Signature and Title)
| /s/ Kevin E. Wolf | |
| Kevin E. Wolf, Principal Executive Officer/President | |
| Date | 09/04/2026 |
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 | 09/04/2026 |
By (Signature and Title)
| /s/ James Colantino | |
| James Colantino, Principal Financial Officer/Treasurer | |
| Date | 09/04/2026 |