N-CSR 1 zeoncsr.htm N-CSR

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, OH 45246

(Address of principal executive offices) (Zip code)

 

Stephanie Shearer, Gemini Fund Services, LLC.

80 Arkay Drive, Hauppauge, NY 11788

(Name and address of agent for service)

 

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

 

Date of fiscal year end: 4/30

 

Date of reporting period: 4/30/21

 

Item 1. Reports to Stockholders.

 

 
 
 
 
 
(ZEO LOGO)
 
 
Zeo Short Duration Income Fund
 
Class   I :   ZEOIX
 
Zeo Sustainable Credit Fund
 
Class   I :   ZSRIX
 
ANNUAL REPORT
April 30, 2021
 
 
 
 
 
 
 
1-855-ZEO-FUND
(1-855-936-3863)
 
 
 
 
 
 
 
Distributed by Northern Lights Distributors, LLC
Member FINRA
 
 
 
 

 

 

(ZEO LOGO)

 

April 30, 2021

 

Dear Shareholders:

 

This time last year, both Wall Street and Main Street were riddled with anxiety, fear and suspicion. Today, even with vaccinations, people are nervous to reengage after a global pandemic. The markets, on the other hand, seem to have forgotten about it, and possibly to have forgotten about any risk at all. In our last letter, we noted that security prices had never felt more divorced from the reality of the world we live in or the markets in which we invest. While the world has been forever changed over the last year, the markets and our assessment of them have not. The GameStop frenzy from January and the bitcoin frenzy from… well… always couldn’t have made our point better: When investors count on market psychology rather than company fundamentals to be the primary driver of their expect returns, this amounts to betting rather than investing.

 

In some ways, the markets over the last year have done all investors a favor. By demonstrating how many ways there are to speculate, bet or make money irresponsibly, one thing has become abundantly clear to us. Those investors who didn’t participate in, for example, SPACs or short-term ETF, stock or crypto speculation most likely did so out of an adherence to risk discipline rather than due to ignorance or bad luck. Considering the indiscriminate gambling nature of the current markets, we expect a continued respect for risk is in the best interest of today’s fixed income investors. We can’t say with certainty when or even if this will change, but we do know there are many ways to participate in the markets, none of which are right or wrong, but all of which are a fit for some and not for others. For those who seek to preserve capital, we prefer the approach that treats debt securities for what they are – a loan to a business, whose worthiness is based on assessing the risk that we the lender will be repaid; in a word, fundamentals.

 

Performance review

 

The Zeo Short Duration Income Fund (“ZEOIX”) advanced 10.33% and the Zeo Sustainable Credit Fund (“ZSRIX”, and together with “ZEOIX”, the “Funds”) advanced 9.41% for the year ended April 30, 2021. During the same period, the Bloomberg Barclays Capital U.S. Aggregate Bond Indexi (the “Benchmark”) declined -0.27%.

 

The primary drivers of the differences between the Funds and the Benchmark are rooted in the underlying portfolios. The Benchmark consists of longer-duration fixed income securities with only a portion being corporate credit instruments. The Funds, on the other hand, consist entirely of corporate credit securities, with ZEOIX being constrained to short-duration and ZSRIX being actively duration-managed but slightly longer in average duration than ZEOIX. With short-term interest rates slightly lower than they were one year earlier and long-term interest rates nearly 1% higher in the same period, it stands to reason that, as one increases the duration on a portfolio of fixed income securities, the performance of that portfolio would suffer. Coupled with a credit spread decline of as much as 2% in lower-rated credit versus mostly unchanged credit spreads in higher-rated credit, the support for credit portfolios such as ZEOIX and ZSRIX largely offset or even exceeded the interest rate impact in the Funds. As we discuss in the next section, we don’t see these circumstances changing.

1

 

Investment outlook

 

We find ourselves with particularly high confidence in the likelihood of three scenarios. The first is our expectation that post-COVID market euphoria will likely last through the summer. Among the many well-reported reasons for this is our experience that the mood of Wall Street is largely driven by the mood of traders in New York City. This summer, with most if not all of them vaccinated, with bars and restaurants and Hamptons rentals open for business, and with nice weather for outdoor revelry, we cannot imagine a better setting for euphoric moods.

 

Second, the Fed will likely keep interest rates low longer than the market thinks. When we listen closely to Fed Chairman Jay Powell’s comments, we hear that he is willing to let inflation run a little higher than the Fed has in the past and that he is particularly focused on unemployment among traditionally disenfranchised demographics, primarily that of Black and Hispanic communities. In general, gains in our society are felt first by the wealthy, next by the systemically advantaged and last by those who are underrepresented. This means that when top-line unemployment statistics approach consensus “full employment,” those jobs will have been distributed disproportionately away from the groups the Fed is watching. We think the Fed may keep interest rates low until job creation trickles down to Black and Hispanic communities to claim victory on unemployment.

 

Third, doing so will at some point result in a yield curve that is as steep as or steeper than we’ve seen since after the 2008 financial crisis. While the Fed can control short-term interest rates through monetary policy, longer-term interest rates are typically driven by Wall Street. A large input to this is inflation. We believe the market will see the economy as overheating while the Fed continues its unemployment management efforts, which will exacerbate inflation expectations. With both real rates (from economic growth assumptions) and inflation (from economic overheating predictions) going up, longer-term rates should continue to climb, maybe dramatically. With the Fed keeping short-term rates low, such a move would result in a steep upward-sloping yield curve.

 

What does this mean for investors? The outlook for longer-duration total returns doesn’t appear great. With a tight credit curve and low rates at risk of going up, the yields in most investment grade corporate bond portfolios are probably as good as they get; total return expectations may even be lower than the yields. We also don’t see the catalyst for a short-term credit correction, though we don’t dismiss the possibility of market hiccups that can be used as entry points. However, the risk of an overheated economy also means that, at some point, the market is setting up for another potential correction. Due to our strategic focus on fundamentals above all else, we believe the Funds are well positioned to perform consistently through and capitalize on any of these scenarios.

 

We thank you for your continued support and confidence in our management.

 

  Sincerely,
   
  (-s-Venkatesh Reddy)
   
  Venkatesh Reddy
  Chief Investment Officer

2

 

 
iThe Bloomberg Barclays Capital U.S. Aggregate Bond Index covers the USD-denominated, investment-grade, fixed-rate, taxable bond market of SEC-registered securities. The index includes bonds from the Treasury, Government-Related, Corporate, MBS (agency fixed-rate and hybrid ARM pass-throughs), ABS, and CMBS sectors. The U.S. Aggregate Index is a component of the U.S. Universal Index in its entirety. Unmanaged index returns do not reflect any fees, expenses or sales charges. You cannot invest directly in an index.

 

1229-NLD-05/25/2021

3

 

Zeo Short Duration Income Fund
PORTFOLIO REVIEW (Unaudited)
April 30, 2021
 

The Fund’s performance figures* for the periods ended April 30, 2021, compared to its benchmark:

 

      Inception** -
Annualized Average Returns: One Year Five Year April 30, 2021
Zeo Short Duration Income Fund - Class I 10.33% 3.00% 2.98%
Bloomberg Barclays U.S. Aggregate Bond Index *** (0.27)% 3.19% 3.28%

 

Comparison of the Change in Value of a $10,000 Investment

 

(LINE GRAPH)

 

*The performance data quoted is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemptions of Fund shares. Shares held for less than 30 days are subject to a 1.00% redemption fee. Performance figures for periods greater than one year are annualized. The total operating expense ratio (including indirect expenses), as stated in the fee table in the Fund’s Prospectus dated August 28, 2020, is 1.03% for Class I shares. For performance information current to the most recent month-end, please call 1-855-936-3863.

 

**Inception date is May 31, 2011.

 

***The Bloomberg Barclays U.S. Aggregate Bond Index is a widely accepted, unmanaged index of corporate, U.S. government and U.S. government agency debt instruments, mortgage-backed securities, and asset-backed securities. Investors cannot invest directly in an index.

 

Please visit www.zeo.com for the most recent information on the funds and to join our email distribution to receive quarterly commentaries and notices to participate in investor calls. Any questions can be directed to InvestorRelations@zeo.com.

 

Portfolio Composition as of April 30, 2021  % of Net Assets 
Bonds & Notes   65.6%
Term Loans   21.7%
U.S. Treasury Obligations   13.7%
Other Assets, Cash & Cash Equivalents   (1.00)%
    100.0%
      

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

4

 

Zeo Sustainable Credit Fund
PORTFOLIO REVIEW (Unaudited)
April 30, 2021
 

The Fund’s performance figures* for the periods ended April 30, 2021, compared to its benchmark:

 

    Inception** -
Annualized Average Returns: One Year April 30, 2021
Zeo Sustainable Credit Fund - Class I 9.41% 1.18%
Bloomberg Barclays U.S. Aggregate Bond Index *** (0.27)% 4.40%

 

Comparison of the Change in Value of a $10,000 Investment

 

(LINE GRAPH)

 

*The performance data quoted is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemptions of Fund shares. Shares held for less than 30 days are subject to a 1.00% redemption fee. Performance figures for periods greater than one year are annualized. The total operating expense ratio (including indirect expenses), as stated in the fee table in the Fund’s Prospectus dated August 28, 2020, is 2.57% for Class I shares and the total annual fund operating expenses after fee waiver is 1.31% for Class I shares. For performance information current to the most recent month-end, please call 1-855-936-3863.

 

**Inception date is May 31, 2019.

 

***The Bloomberg Barclays U.S. Aggregate Bond Index is a widely accepted, unmanaged index of corporate, U.S. government and U.S. government agency debt instruments, mortgage-backed securities, and asset-backed securities. Investors cannot invest directly in an index.

 

Please visit www.zeo.com for the most recent information on the funds and to join our email distribution to receive quarterly commentaries and notices to participate in investor calls. Any questions can be directed to InvestorRelations@zeo.com.

 

Portfolio Composition as of April 30, 2021  % of Net Assets 
Bonds & Notes   84.6%
Term Loans   12.1%
U.S. Treasury Obligations   1.5%
Other Assets, Cash & Cash Equivalents   1.8%
    100.0%
      

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

5

 

Zeo Short Duration Income Fund
PORTFOLIO OF INVESTMENTS
April 30, 2021

 

Par Value      Coupon Rate (%)  Maturity  Fair Value 
     BONDS & NOTES - 65.6%           
     ASSET MANAGEMENT - 0.8%           
$1,874,000   Oppenheimer Holdings, Inc.  5.500  10/1/2025  $1,944,275 
                 
     AUTOMOTIVE - 1.8%           
 3,654,000   Tenneco, Inc. (a)  7.875  1/15/2029   4,114,221 
                 
     COMMERCIAL SUPPORT SERVICES - 9.7%           
 993,000   APX Group, Inc.  7.875  12/1/2022   999,832 
 7,093,000   APX Group, Inc.  7.625  9/1/2023   7,279,191 
 8,545,000   Cimpress PLC (a)  7.000  6/15/2026   8,993,612 
 4,188,000   Quad/Graphics, Inc.  7.000  5/1/2022   4,135,650 
 916,000   RR Donnelley & Sons Co. (a)  6.125  11/1/2026   941,190 
               22,349,475 
     ENGINEERING & CONSTRUCTION - 2.1%           
 4,558,000   Brundage-Bone Concrete Pumping Holdings, Inc. (a)  6.000  2/1/2026   4,796,680 
                 
     ENTERTAINMENT CONTENT - 6.9%           
 11,099,000   AMC Networks, Inc.  5.000  4/1/2024   11,265,485 
 4,673,000   Lions Gate Capital Holdings LLC (a)  5.500  4/15/2029   4,684,682 
               15,950,167 
     FOOD - 7.5%           
 9,652,000   Cooke Omega Investments, Inc. / Alpha VesselCo Holdings, Inc. (a)  8.500  12/15/2022   9,869,170 
 6,512,000   Del Monte Foods, Inc. (a)  11.875  5/15/2025   7,456,240 
               17,325,410 
     FORESTRY, PAPER & WOOD PRODUCTS - 1.1%           
 2,540,000   Resolute Forest Products, Inc. (a)  4.875  3/1/2026   2,590,800 
                 
     HOME CONSTRUCTION - 3.2%           
 1,482,000   Patrick Industries, Inc. (a)  7.500  10/15/2027   1,615,380 
 1,957,000   Patrick Industries, Inc. (a)  4.750  5/1/2029   1,962,480 
 3,636,000   PGT Innovations, Inc. (a)  6.750  8/1/2026   3,840,525 
               7,418,385 
     MACHINERY - 3.1%           
 2,145,000   Cleaver-Brooks, Inc. (a)  7.875  3/1/2023   2,129,363 
 4,800,000   Werner FinCo LP (a)  8.750  7/15/2025   5,058,000 
               7,187,363 
     PUBLISHING & BROADCASTING - 1.8%           
 4,169,000   Cengage Learning, Inc. (a)  9.500  6/15/2024   4,252,380 
                 
     RETAIL - CONSUMER STAPLES - 3.9%           
 8,724,000   Fresh Market, Inc. (a)  9.750  5/1/2023   8,953,005 
                 
     RETAIL - DISCRETIONARY - 10.6%           
 7,131,000   At Home Holding III, Inc. (a)  8.750  9/1/2025   7,799,531 
 11,867,000   Caleres, Inc.  6.250  8/15/2023   11,911,501 
 4,364,000   Magic Mergeco, Inc. (a)  5.250  5/1/2028   4,418,550 
 45,285,000   Tailored Brands, Inc. (b)  0.000  7/1/2022   212,840 
               24,342,422 
                 

See accompanying notes to financial statements.

6

 

Zeo Short Duration Income Fund
PORTFOLIO OF INVESTMENTS (Continued)
April 30, 2021

 

Par Value      Coupon Rate (%)  Maturity  Fair Value 
     SOFTWARE - 1.5%           
$3,244,000   Veritas US, Inc. (a)  7.500  9/1/2025  $3,357,540 
                 
     SPECIALTY FINANCE - 4.3%           
 4,735,000   Alliance Data Systems Corp. (a)  7.000  1/15/2026   5,090,125 
 4,560,000   PRA Group, Inc. (a)  7.375  9/1/2025   4,884,900 
               9,975,025 
     TECHNOLOGY HARDWARE - 4.2%           
 648,000   Avaya, Inc. (a)  6.125  9/15/2028   688,500 
 8,803,000   Diebold Nixdorf, Inc.  8.500  4/15/2024   8,990,064 
               9,678,564 
     TECHNOLOGY SERVICES - 1.0%           
 2,253,000   Nielsen Finance LLC (a)  5.625  10/1/2028   2,402,261 
                 
     TRANSPORTATION & LOGISTICS - 0.5%           
 940,000   Spirit Loyalty Cayman Ltd. (a)  8.000  9/20/2025   1,058,525 
                 
     WHOLESALE - CONSUMER STAPLES - 1.6%           
 2,203,000   United Natural Foods, Inc. (a)  6.750  10/15/2028   2,373,733 
 1,198,000   US Foods, Inc. (a)  6.250  4/15/2025   1,272,509 
               3,646,242 
                 
     TOTAL BONDS & NOTES (Cost - $172,111,982)     151,342,740 
                 
     TERM LOANS - 21.7%           
     BEVERAGES - 1.8%           
 4,472,070   Arctic Glacier Co., 3 mo. LIBOR + 3.50%  4.500 (c) 3/20/2024   4,248,466 
                 
     CHEMICALS - 2.7%           
 6,297,295   AgroFresh, Inc., 1 mo. LIBOR + 6.25%  7.250 (c) 12/31/2024   6,289,424 
                 
     COMMERCIAL SUPPORT SERVICES - 5.2%           
 12,025,001   Cast & Crew Payroll, 1 mo. LIBOR + 3.75%  3.863 (c) 2/7/2026   11,874,689 
                 
     FORESTRY, PAPER & WOOD PRODUCTS - 2.0%           
 4,519,845   Neenah, Inc., 1 mo. LIBOR + 0.50%  3.500 (c) 6/26/2027   4,519,845 
                 
     INDUSTRIAL INTERMEDIATE PROD - 0.8%           
 1,847,000   Werner FinCo LP, 1 mo. LIBOR + 3.50%  5.000 (c) 7/24/2024   1,837,765 
                 
     SOFTWARE - 9.0%           
 639,747   A&V Holdings Midco LLC, 1 mo. LIBOR + 5.375%  6.375 (c) 3/10/2027   633,349 
 3,349,929   Hyland Software, Inc., 3 mo. LIBOR + 3.50%  4.250 (c) 7/1/2024   3,350,967 
 12,892,000   Hyland Software, Inc., 3 mo. LIBOR + 7.00%  7.750 (c) 7/7/2025   12,967,160 
 3,792,964   Veritas US, Inc. 1 mo. LIBOR + 5.00%  6.000 (c) 9/1/2025   3,816,670 
               20,768,146 
     WHOLESALE - CONSUMER STAPLES - 0.2%           
 495,109   United Natural Foods, Inc.  3.609 (c) 10/22/2025   494,491 
                 
                 
     TOTAL TERM LOANS (Cost - $50,118,630)         50,032,826 
                 

See accompanying notes to financial statements.

7

 

Zeo Short Duration Income Fund
PORTFOLIO OF INVESTMENTS (Continued)
April 30, 2021

 

Par Value      Fair Value 
     SHORT TERM-INVESTMENTS - 13.7%     
     U.S. TREASURY OBLIGATIONS - 13.7%     
$31,712,000   United States Treasury Bill, 0.00% due 5/6/21 (d) (Cost $31,711,999)  $31,711,987 
           
     TOTAL INVESTMENTS - 101.0% (Cost - $253,942,611)  $233,087,553 
     OTHER ASSETS LESS LIABILITIES - NET - (1.0)%   (2,294,201)
     NET ASSETS - 100.0%  $230,793,352 

 

(a)   Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration to qualified institutional buyers. At April 30, 2021 these securities amounted to $104,603,902 or 45.3% of net assets.
     
(b)   Security is in default.
     
(c)   Floating rate security; interest rate shown reflects the effective rate as of April 30, 2021.
     
(d)   Represents yield to maturity.
     
LIBOR -   London Interbank Offered Rate. The U.S. LIBOR rate as of April 30, 2021 is 0.18%.
     
LLC -   Limited Liability Company
     
LP -   Limited Partnership
     
PLC -   Public Limited Co.
     

See accompanying notes to financial statements.

8

 

Zeo Sustainable Credit Fund
PORTFOLIO OF INVESTMENTS
April 30, 2021

 

Par Value      Coupon Rate (%)  Maturity  Fair Value 
     BONDS & NOTES - 84.6%           
     APPAREL & TEXTILE PRODUCTS - 1.2%           
$218,000   William Carter Co. (a)  5.625  3/15/2027  $229,173 
                 
     AUTOMOTIVE - 2.7%           
 296,000   Tenneco, Inc. (a)  7.875  1/15/2029   333,281 
 200,000   Tenneco, Inc. (a)  5.125  4/15/2029   198,500 
               531,781 
     COMMERCIAL SUPPORT SERVICES - 10.5%           
 452,000   APX Group Inc.  7.625  9/1/2023   463,865 
 574,000   Cimpress PLC (a)  7.000  6/15/2026   604,135 
 487,000   Clean Harbors, Inc. (a)  4.875  7/15/2027   507,089 
 388,000   Quad/Graphics, Inc.  7.000  5/1/2022   383,150 
 73,000   RR Donnelley & Sons Co. (a)  6.125  11/1/2026   75,008 
               2,033,247 
     ENGINEERING & CONSTRUCTION - 2.1%           
 385,000   Brundage-Bone Concrete Pumping Holdings, Inc. (a)  6.000  2/1/2026   405,161 
                 
     ENTERTAINMENT CONTENT - 6.6%           
 501,000   AMC Networks, Inc.  5.000  4/1/2024   508,515 
 770,000   Lions Gate Capital Holdings LLC (a)  5.500  4/15/2029   771,925 
               1,280,440 
     FOOD - 7.2%           
 758,000   Cooke Omega Investments, Inc. / Alpha VesselCo Holdings, Inc. (a)  8.500  12/15/2022   775,055 
 150,000   Darling Ingredients, Inc (a)  5.250  4/15/2027   157,125 
 407,000   Del Monte Foods, Inc. (a)  11.875  5/15/2025   466,015 
               1,398,195 
     FORESTRY, PAPER & WOOD PRODUCTS - 4.6%           
 500,000   Mercer International, Inc. (a)  5.125  2/1/2029   516,875 
 369,000   Resolute Forest Products, Inc. (a)  4.875  3/1/2026   376,380 
               893,255 
     HOME CONSTRUCTION - 4.0%           
 479,000   Patrick Industries, Inc. (a)  4.750  5/1/2029   480,341 
 281,000   PGT Innovations, Inc. (a)  6.750  8/1/2026   296,806 
               777,147 
     INTERNET MEDIA & SERVICES - 3.5%           
 650,000   Cars.com, Inc. (a)  6.375  11/1/2028   679,133 
                 
     LEISURE PRODUCTS - 1.4%           
 250,000   Winnebago Industries, Inc. (a)  6.250  7/15/2028   268,750 
                 
     MACHINERY - 4.8%           
 341,000   ATS Automation Tooling Systems, Inc. (a)  4.125  12/15/2028   343,558 
 143,000   Cleaver-Brooks, Inc. (a)  7.875  3/1/2023   141,958 
 285,000   Mueller Water Products, Inc. (a)  5.500  6/15/2026   294,472 
 140,000   Werner FinCo LP (a)  8.750  7/15/2025   147,525 
               927,513 
     PUBLISHING & BROADCASTING - 1.6%           
 194,000   Cengage Learning, Inc. (a)  9.500  6/15/2024   197,880 
 100,000   Urban One, Inc. (a)  7.375  2/1/2028   103,500 
               301,380 
     RETAIL - CONSUMER STAPLES - 3.1%           
 592,000   Fresh Market, Inc. (a)  9.750  5/1/2023   607,540 
                 

See accompanying notes to financial statements.

9

 

Zeo Sustainable Credit Fund
PORTFOLIO OF INVESTMENTS (Continued)
April 30, 2021

 

Par Value      Coupon Rate (%)  Maturity  Fair Value 
     RETAIL - DISCRETIONARY - 10.8%           
$671,000   At Home Holding III, Inc. (a)  8.750  9/1/2025  $733,906 
 775,000   Caleres, Inc.  6.250  8/15/2023   777,906 
 581,000   Magic Mergeco, Inc. (a)  5.250  5/1/2028   588,263 
 1,795,000   Tailored Brands, Inc. (b)  0.000  7/1/2022   8,436 
               2,108,511 
     SOFTWARE - 4.3%           
 305,000   LogMeIn, Inc. (a)  5.500  9/1/2027   317,889 
 509,000   Veritas US, Inc. (a)  7.500  9/1/2025   526,815 
               844,704 
     SPECIALTY FINANCE - 4.0%           
 336,000   Alliance Data Systems Corp. (a)  7.000  1/15/2026   361,200 
 383,000   PRA Group, Inc. (a)  7.375  9/1/2025   410,289 
               771,489 
     TECHNOLOGY HARDWARE - 5.4%           
 307,000   Avaya, Inc. (a)  6.125  9/15/2028   326,187 
 711,000   Diebold Nixdorf, Inc.  8.500  4/15/2024   726,109 
               1,052,296 
     TECHNOLOGY SERVICES - 2.8%           
 510,000   Nielsen Finance LLC (a)  5.625  10/1/2028   543,787 
                 
     TRANSPORTATION & LOGISTICS - 0.5%           
 100,000   Hawaiian Brand Intellectual Property Ltd. / HawaiianMiles Loyalty Ltd. (a)  5.750  1/20/2026   105,625 
                 
     WHOLESALE - CONSUMER STAPLES - 3.5%           
 400,000   United Natural Foods, Inc. (a)  6.750  10/15/2028   431,000 
 250,000   US Foods, Inc. (a)  4.750  2/15/2029   252,187 
               683,187 
                 
     TOTAL BONDS & NOTES (Cost - $16,857,206)     16,442,314 
                 
     TERM LOANS - 12.1%           
     CHEMICALS - 2.4%           
 472,338   AgroFresh, Inc., 1 mo. LIBOR + 6.25%  7.250 (c) 12/31/2024   471,748 
                 
     COMMERCIAL SUPPORT SERVICES - 2.0%           
 395,950   Cast & Crew Payroll, 1 mo. LIBOR + 3.75%  3.863 (c) 2/7/2026   391,000 
                 
     FORESTRY, PAPER & WOOD PRODUCTS - 2.3%           
 442,655   Neenah, Inc., 1 mo. LIBOR + 0.50%  3.500 (c) 6/26/2027   442,655 
                 
     INDUSTRIAL INTERMEDIATE PROD - 0.8%           
 153,000   Werner FinCo LP, 1 mo. LIBOR + 3.50%  5.000 (c) 7/24/2024   152,235 
                 
     SOFTWARE - 4.6%           
 322,279   A&V Holdings Midco LLC, 1 mo. LIBOR + 5.375%  6.375 (c) 3/10/2027   319,056 
 382,800   Hyland Software, Inc., 3 mo. LIBOR + 7.00%  7.000 (c) 7/7/2025   385,032 
 187,061   Veritas US, Inc. 1 mo. LIBOR + 3.50%  6.000 (c) 9/1/2025   188,230 
               892,318 
                 
     TOTAL TERM LOANS (Cost - $2,290,554)         2,349,956 
                 

See accompanying notes to financial statements.

10

 

Zeo Sustainable Credit Fund
PORTFOLIO OF INVESTMENTS (Continued)
April 30, 2021

 

Par Value      Fair Value 
     SHORT-TERM INVESTMENTS - 1.5%     
     U.S. TREASURY OBLIGATIONS - 1.5%     
$288,000   United States Treasury Bill, 0.00% due 5/6/21 (d) (Cost $288,000)  $288,000 
           
     TOTAL INVESTMENTS - 98.2% (Cost - $19,435,760)  $19,080,270 
     OTHER ASSETS LESS LIABILITIES - NET - 1.8%   358,547 
     NET ASSETS - 100.0%  $19,438,817 

 

(a)   Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration to qualified institutional buyers. At April 30, 2021 these securities amounted to $13,574,333 or 69.8% of net assets.
     
(b)   Security is in default.
     
(c)   Floating rate security; interest rate shown reflects the effective rate as of April 30, 2021.
     
(d)   Represents yield to maturity.
     
LIBOR -   London Interbank Offered Rate. The U.S. LIBOR rate as of April 30, 2021 is 0.18%.
     
LLC -   Limited Liability Company
     
LP -   Limited Partnership
     
PLC -   Public Limited Co.
     

See accompanying notes to financial statements.

11

 

Zeo Funds
STATEMENTS OF ASSETS AND LIABILITIES
April 30, 2021

 

   Zeo Short Duration Income Fund     Zeo Sustainable Credit Fund 
ASSETS          
Investment securities:          
At cost  $253,942,611   $19,435,760 
At value  $233,087,553   $19,080,270 
Cash   3,124,295    511,643 
Receivable for Fund shares sold   486,904    371,715 
Interest receivable   2,719,551    258,966 
Prepaid expenses and other assets   13,326    2,731 
TOTAL ASSETS   239,431,629    20,225,325 
           
LIABILITIES          
Payable for securities purchased   7,987,571    726,287 
Payable for Fund shares repurchased   278,289    20,000 
Investment advisory fees payable   142,239    3,724 
Payable to related parties   115,567    18,452 
Accrued expenses and other liabilities   114,611    18,045 
TOTAL LIABILITIES   8,638,277    786,508 
NET ASSETS  $230,793,352   $19,438,817 
           
Net Assets Consist Of:          
Paid in capital ($0 par value, unlimited shares authorized)  $251,077,814   $19,558,305 
Accumulated losses   (20,284,462)   (119,488)
NET ASSETS  $230,793,352   $19,438,817 
           
Net Asset Value Per Share:          
Class I Shares:          
Net Assets  $230,793,352   $19,438,817 
Shares of beneficial interest outstanding   23,880,604    2,009,581 
Net Asset Value (Net Assets / Shares Outstanding),Offering and Redemption Price Per Share (a)  $9.66   $9.67 
           
 
(a)The Funds may charge a 1.00% fee on redemption of shares held for less than 30 days.

 

See accompanying notes to financial statements.

12

 

Zeo Funds
STATEMENTS OF OPERATIONS
For the Year Ended April 30, 2021

 

   Zeo Short Duration Income Fund     Zeo Sustainable Credit Fund 
INVESTMENT INCOME          
Dividends  $72,570   $7,924 
Interest   13,660,798    709,023 
TOTAL INVESTMENT INCOME   13,733,368    716,947 
           
EXPENSES          
Investment advisory fees   1,933,522    113,376 
Administrative services fees   297,204    36,192 
Third party administrative servicing fees   250,060    11,372 
Transfer agent fees   56,000    19,880 
Registration fees   38,275    9,846 
Custodian fees   32,873    5,475 
Legal fees   23,227    10,937 
Printing and postage expenses   19,319    736 
Audit fees   17,688    17,674 
Compliance officer fees   17,664    10,076 
Trustees’ fees and expenses   16,853    13,069 
Insurance expense   6,626    381 
Other expenses   2,210    2,722 
TOTAL EXPENSES   2,711,521    251,736 
Less: Fees waived/expenses reimbursed by the advisor       (62,233)
NET EXPENSES   2,711,521    189,503 
NET INVESTMENT INCOME   11,021,847    527,444 
           
REALIZED AND UNREALIZED GAIN ON INVESTMENTS          
Net realized gain from security transactions   4,954,159    284,846 
Net change in unrealized appreciation (depreciation) of investments   9,653,271    494,834 
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS   14,607,430    779,680 
           
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  $25,629,277   $1,307,124 
           

See accompanying notes to financial statements.

13

 

Zeo Funds
STATEMENTS OF CHANGES IN NET ASSETS

 

   Zeo Short Duration Income Fund 
         
   Year Ended   Year Ended 
   April 30, 2021   April 30, 2020 
FROM OPERATIONS          
Net investment income  $11,021,847   $15,267,909 
Net realized gain (loss) from security transactions   4,954,159    (2,507,901)
Net change in unrealized appreciation (depreciation) of investments   9,653,271    (31,606,245)
Net increase (decrease) in net assets resulting from operations   25,629,277    (18,846,237)
           
DISTRIBUTIONS TO SHAREHOLDERS:          
Total distributions paid   (11,177,092)   (15,263,305)
           
FROM SHARES OF BENEFICIAL INTEREST          
Proceeds from shares sold   55,176,566    113,541,185 
Net asset value of shares issued in reinvestment of distributions to shareholders   10,015,580    12,775,745 
Payments for shares redeemed   (154,038,281)   (164,470,881)
Redemption fee proceeds   4,670    14,344 
Net decrease in net assets from shares of beneficial interest   (88,841,465)   (38,139,607)
           
TOTAL DECREASE IN NET ASSETS   (74,389,280)   (72,249,149)
           
NET ASSETS          
Beginning of Year   305,182,632    377,431,781 
End of Year  $230,793,352   $305,182,632 
           
SHARE ACTIVITY          
Shares Sold   5,789,094    11,499,035 
Shares Reinvested   1,055,473    1,307,762 
Shares Redeemed   (16,300,658)   (17,239,659)
Net decrease in shares of beneficial interest outstanding   (9,456,091)   (4,432,862)
           

See accompanying notes to financial statements.

14

 

Zeo Funds
STATEMENTS OF CHANGES IN NET ASSETS (Continued)

 

   Zeo Sustainable Credit Fund 
         
   Year Ended   Period Ended 
   April 30, 2021   April 30, 2020 * 
FROM OPERATIONS          
Net investment income  $527,444   $182,162 
Net realized gain(loss) from security transactions   284,846    (54,847)
Net change in unrealized appreciation (depreciation) of investments   494,834    (850,324)
Net increase (decrease) in net assets resulting from operations   1,307,124    (723,009)
           
DISTRIBUTIONS TO SHAREHOLDERS:          
Total distributions paid   (524,320)   (179,283)
           
FROM SHARES OF BENEFICIAL INTEREST          
Proceeds from shares sold   10,438,989    13,663,492 
Net asset value of shares issued in reinvestment of distributions to shareholders   494,655    178,167 
Payments for shares redeemed   (2,554,740)   (2,664,585)
Redemption fee proceeds       2,327 
Net increase in net assets from shares of beneficial interest   8,378,904    11,179,401 
           
TOTAL INCREASE IN NET ASSETS   9,161,708    10,277,109 
           
NET ASSETS          
Beginning of Period   10,277,109     
End of Period  $19,438,817   $10,277,109 
           
SHARE ACTIVITY          
Shares Sold   1,101,189    1,400,921 
Shares Reinvested   51,941    18,477 
Shares Redeemed   (267,707)   (295,240)
Net increase in shares of beneficial interest outstanding   885,423    1,124,158 
           
*The Zeo Sustainable Credit Fund commenced operations on June 5, 2019.

 

See accompanying notes to financial statements.

15

 

Zeo Funds
FINANCIAL HIGHLIGHTS
 
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Year Presented

 

   Zeo Short Duration Income Fund 
   Class I 
                     
   Year Ended   Year Ended   Year Ended   Year Ended   Year Ended 
   April 30, 2021   April 30, 2020   April 30, 2019   April 30, 2018   April 30, 2017 
Net asset value, beginning of year  $9.15   $9.99   $9.95   $9.97   $9.87 
Activity from investment operations:                         
Net investment income (1)   0.40    0.39    0.35    0.25    0.27 
Net realized and unrealized gain(loss) on investments   0.53    (0.83)   0.03    (0.02)   0.08 
Total from investment operations   0.93    (0.44)   0.38    0.23    0.35 
Paid-in-Capital from                         
Redemption fees (2)   0.00    0.00    0.00    0.00    0.00 
Less distributions from:                         
Net investment income   (0.42)   (0.40)   (0.34)   (0.25)   (0.25)
Net asset value, end of year  $9.66   $9.15   $9.99   $9.95   $9.97 
Total return (3)   10.33%   (4.63)%   3.92%   2.28%   3.63%
Net assets, end of year (000s)  $230,793   $305,183   $377,432   $278,987   $242,206 
Ratio of expenses to average net assets   1.05%   1.01%   1.01%   1.27%   1.29%
Net investment income, net waiver or recapture   4.28%   3.97%   3.48%   2.51%   2.69%
Portfolio turnover rate   94%   95%   135%   152%   152%
                          
 
*Zeo Short Duration Income Fund was formerly known as Zeo Strategic Income Fund.

 

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

 

(2)Less than$0.005 per share.

 

(3)Total returns are historical in nature and assume changes in share price, reinvestment of dividends and capital gain distributions, if any.

 

See accompanying notes to financial statements.

16

 

Zeo Funds
FINANCIAL HIGHLIGHTS
 
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Period Presented

 

   Zeo Sustainable Credit Fund 
   Class I 
         
   Year Ended   Period Ended 
   April 30, 2021   April 30, 2020 (1) 
Net asset value, beginning of period  $9.14   $10.00 
Activity from investment operations:          
Net investment income (2)   0.33    0.25 
Net realized and unrealized gain(loss) on investments   0.52    (0.89)
Total from investment operations   0.85    (0.64)
Paid-in-Capital from          
Redemption fees       0.00 (3)
Less distributions from:          
Net investment income   (0.32)   (0.22)
Net asset value, end of period  $9.67   $9.14 
Total return (4)   9.41%   (6.53)% (5)
Net assets, end of period (000s)  $19,439   $10,277 
Expenses, before waiver/reimbursement(6)   1.66%   2.51% (7)
Expenses, net waiver/reimbursement   1.25%   1.25% (7)
Net investment income, net waiver/reimbursement   3.48%   2.85% (7)
Portfolio turnover rate   75%   62% (5)
           
 
(1)The Zeo Sustainable Credit Fund commenced operations on June 5, 2019.

 

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

 

(3)Less than$0.005 per share.

 

(4)Total returns are historical in nature and assume changes in share price,reinvestment of dividends and capital gain distributions, if any.

 

(5)Not annualized.

 

(6)Represents the ratio of expenses to average net assets absent any fee waivers and expense reimbursements by the advisor.

 

(7)Annualized.

 

See accompanying notes to financial statements.

17

 

Zeo Funds
NOTES TO FINANCIAL STATEMENTS
April 30, 2021

 

1.ORGANIZATION

 

The Zeo Short Duration Income Fund and the Zeo Sustainable Credit Fund (each a “Fund” and collectively the “Funds”) are each series of shares of beneficial interest of Northern Lights Fund Trust (the “Trust”), a 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-end management investment company. The Zeo Short Duration Fund is a diversified fund and the Zeo Sustainable Credit Fund is a non-diversified fund. The Zeo Short Duration Income Fund seeks low volatility and absolute returns consisting of income and moderate capital appreciation. The Zeo Sustainable Credit Fund seeks risk-adjusted total returns consisting of income and moderate capital appreciation. The Funds currently offer Class I shares, which commenced operations on May 31, 2011 for the Zeo Short Duration Income Fund and June 5, 2019 for the Zeo Sustainable Credit Fund. Class I shares are offered at net asset value.

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies followed by the Funds in preparation of their financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The 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.

 

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. In the absence of a sale, such securities shall be valued at the mean between current bid and ask prices on the day of valuation. Options contracts listed on a securities exchange or board of trade for which market quotations are readily available shall be valued at the last quoted sales price or, in the absence of a sale, at the current bid price on the day of valuation. Option contracts not listed on a securities exchange or board of trade for which over-the-counter market quotations are readily available shall be valued at the mean between the current bid and ask prices on the day of valuation. Index options shall be valued at the mean between the current bid and ask prices on the day of valuation. Short-term investments that mature in 60 days or less may be valued at amortized cost, provided such valuations represent fair value. Debt securities and term loans (other than short-term obligations) are valued each day by an independent pricing service approved by the Trust’s 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. 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”. The Funds may fair value a particular bond if the advisor does not believe that the round lot value provided by the independent pricing service reflects fair value of the Fund’s holding.

 

The Funds may hold securities, such as private investments, interests in commodity pools, other non-traded securities or temporarily illiquid securities, for which market quotations are not readily available or are determined to be unreliable. These securities will be valued using the “fair value” procedures approved by the

18

 

Zeo Funds
NOTES TO FINANCIAL STATEMENTS (Continued)
April 30, 2021

 

Board. The Board has delegated execution of these procedures to a fair value committee composed of one or more representatives from each of the (i) Trust, (ii) administrator, and (iii) advisor. The committee may also enlist third-party consultants such as a valuation specialist at a public accounting firm, valuation consultant or financial officer of a security issuer on an as-needed basis to assist in determining a security-specific fair value. The Board has also engaged a third party valuation firm to attend valuation meetings held by the Trust, review minutes of such meetings and report to the Board on a quarterly basis. The Board reviews and ratifies the execution of this process and the resultant fair value prices at least quarterly to assure the process produces reliable results.

 

Fair Valuation Process – As noted above, the fair value committee is comprised of one or more representatives from each of the (i) Trust, (ii) administrator, and (iii) advisor. The applicable investments are valued collectively via inputs from each of these groups. For example, fair value determinations are required for the following securities: (i) securities for which market quotations are insufficient or not readily available on a particular business day (including securities for which there is a short and temporary lapse in the provision of a price by the regular pricing source), (ii) securities for which, in the judgment of the advisor, the prices or values available do not represent the fair value of the instrument. Factors which may cause the advisor to make such a judgment include, but are not limited to, the following: only a bid price or an 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; (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 each Fund’s calculation of its net asset value. Specifically, interests in commodity pools or managed futures pools are valued on a daily basis by reference to the closing market prices of each futures contract or other asset held by a pool, as adjusted for pool expenses. Restricted or illiquid securities, such as private investments or non-traded securities are valued via inputs from the advisor based upon the current bid for the security from two or more independent dealers or other parties reasonably familiar with the facts and circumstances of the security (who should take into consideration all relevant factors as may be appropriate under the circumstances). If the advisor is unable to obtain a current bid from such independent dealers or other independent parties, the fair value committee shall determine the fair value of such security using the following factors: (i) the type of security; (ii) the cost at date of purchase; (iii) the size and nature of the Fund’s holdings; (iv) the discount from market value of unrestricted securities of the same class at the time of purchase and subsequent thereto; (v) information as to any transactions or offers with respect to the security; (vi) the nature and duration of restrictions on disposition of the security and the existence of any registration rights; (vii) how the yield of the security compares to similar securities of companies of similar or equal creditworthiness; (viii) the level of recent trades of similar or comparable securities; (ix) the liquidity characteristics of the security; (x) current market conditions; and (xi) the market value of any securities into which the security is convertible or exchangeable.

 

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.

19

 

Zeo Funds
NOTES TO FINANCIAL STATEMENTS (Continued)
April 30, 2021

 

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

 

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

 

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

 

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

 

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 April 30, 2021 for the Funds’ investments measured at fair value:

 

Zeo Short Duration Income Fund

 

Assets*  Level 1   Level 2   Level 3   Total 
Bonds & Notes  $   $151,342,740   $   $151,342,740 
Term Loans       50,032,826        50,032,826 
Short-Term Investments                    
U.S. Treasury Obligations       31,711,987        31,711,987 
Total  $   $233,087,553   $   $233,087,553 

20

 

Zeo Funds
NOTES TO FINANCIAL STATEMENTS (Continued)
April 30, 2021

 

Zeo Sustainable Credit Fund

 

Assets*  Level 1   Level 2   Level 3   Total 
Bonds & Notes  $   $16,442,314   $   $16,442,314 
Term Loans       2,349,956        2,349,956 
Short-Term Investments                    
U.S. Treasury Obligations       288,000        288,000 
Total  $   $19,080,270   $   $19,080,270 

 

The Funds did not hold any Level 3 securities during the year.

 

*Refer to the Portfolio of Investments for security classifications.

 

Security Transactions and Related Income – Investment security transactions are accounted for on a trade date basis. Cost is determined and gains and losses are based upon the specific identification method for both financial statement and federal income tax purposes. Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis. Purchase discounts and premiums on securities are accreted and amortized over the life of the respective securities.

 

Expenses – Expenses of the Trust that are directly identifiable to a specific fund are charged to that fund. Expenses, which are not readily identifiable to a specific fund, are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative sizes of the funds in the Trust.

 

Federal Income Tax – The Funds continue to qualify as regulated investment companies by complying with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, that are applicable to regulated investment companies and will distribute all of their taxable income, if any, to shareholders. Accordingly, no provision for federal income taxes is required in the financial statements.

 

The Funds recognize the tax benefits of uncertain tax positions only when the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Funds’ tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years from April 30, 2018 through April 30, 2020, or expected to be taken in the Funds’ April 30, 2021 tax returns. The Funds identify their major tax jurisdictions as U.S. federal and Ohio. 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. The Funds recognized interest and penalties related to unrecognized tax benefits in interest and other expenses, respectively.

 

Dividends and Distributions to Shareholders – Dividends from net investment income, if any, are declared and paid at least monthly. The Funds will declare and pay net realized capital gains, if any, annually. Dividends to shareholders from net investment income and distributions from net realized gains are recorded on the ex-dividend date and are determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are considered either temporary (i.e., deferred losses, capital loss carry forwards) or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary

21

 

Zeo Funds
NOTES TO FINANCIAL STATEMENTS (Continued)
April 30, 2021

 

differences do not require reclassification. These reclassifications have no effect on net assets, results from operations or net asset value per share of a Fund.

 

Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

 

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.

 

Market and Geopolitical Risk – The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market. Securities in a Fund may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters, pandemics, epidemics, terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, social and political discord or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. It is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects. Any such event(s) could have a significant adverse impact on the value and risk profile of the Funds. The current novel coronavirus (COVID-19) global pandemic and the aggressive responses taken by many governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines or similar restrictions, as well as the forced or voluntary closure of, or operational changes to, many retail and other businesses, has had negative impacts, and in many cases severe negative impacts, on markets worldwide. It is not known how long such impacts, or any future impacts of other significant events described above, will or would last, but there could be a prolonged period of global economic slowdown, which may impact your investment. Therefore, each Fund could lose money over short periods due to short -term market movements and over longer periods during more prolonged market downturns. During a general market downturn, multiple asset classes may be negatively affected. Changes in market conditions and interest rates can have the same impact on all types of securities and instruments. In times of severe market disruptions you could lose your entire investment.

 

3.INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES

 

Zeo Capital Advisors, LLC serves as the Funds’ investment advisor (the “Advisor”) . Pursuant to an investment advisory agreement between the Advisor and the Trust, with respect to the Funds (the “Advisory Agreement”), the Advisor, under the oversight of the Board, directs the daily operations of the Funds and supervises the

22

 

Zeo Funds
NOTES TO FINANCIAL STATEMENTS (Continued)
April 30, 2021

 

performance of administrative and professional services provided by other service providers. Under the terms of the Advisory Agreement, the Advisor receives monthly fees calculated at an annual rate of 0.75% of each Fund’s average daily net assets. For the year ended April 30, 2021, the Zeo Short Duration Income Fund incurred $1,933,522 in advisory fees and the Zeo Sustainable Credit Fund incurred $113,376 in advisory fees.

 

Pursuant to a written contract (the “Waiver Agreement”), the Advisor has agreed, at least until August 31, 2021, to waive a portion of its advisory fee and has agreed to reimburse the Funds for other expenses to the extent necessary so that the total expenses incurred by the Funds (excluding any front-end or contingent deferred loads, brokerage fees and commissions, acquired fund fees and expenses, fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses), borrowing costs (such as interest and dividend expense on securities sold short), taxes, and extraordinary expenses, such as litigation expenses (which may include indemnification of Fund officers and Trustees, contractual indemnification of Fund service providers (other than the Advisor)) do not exceed 1.25% per annum of the Fund’s average daily net assets for Class I shares (the “Expense Limitation”). Prior to August 28, 2019, the Expense Limitation was 1.50% for the Zeo Short Duration Income Fund.

 

If the Advisor waives any fee or reimburses any expense pursuant to the Waiver Agreement, and the Funds’ Operating Expenses are subsequently less than the Expense Limitation, the Advisor shall be entitled to reimbursement by the Funds, on a rolling three year basis, for such waived fees or reimbursed expenses provided that such reimbursement does not cause the Funds’ expenses to exceed the Expense Limitation. If Fund Operating Expenses subsequently exceed the Expense Limitation, the reimbursements shall be suspended. The Advisor may seek reimbursement only for expenses waived or paid by it during the three fiscal years prior to such reimbursement; provided, however, that such expenses may only be reimbursed to the extent they were waived or paid after the date of the Waiver Agreement (or any similar agreement) . No amounts will be paid to the Advisor in any fiscal quarter unless the Board determines that reimbursement is in the best interests of the Funds and their shareholders. With respect to the Zeo Sustainable Credit Fund, the Advisor waived fees in the amount of $62,233 for the year ended April 30, 2021. Cumulative expenses subject to recapture pursuant to the aforementioned conditions as of April 30, 2020 will expire on April 30 of the following years:

 

Fund       
Zeo Sustainable Credit Fund  $80,796   April 30, 2023
Zeo Sustainable Credit Fund  $62,233   April 30, 2024

 

Northern Lights Distributors, LLC (“NLD” or the “Distributor”) acts as the Funds’ principal underwriter in a continuous public offering of the Funds’ shares. For the year ended April 30, 2021, the Distributor received no underwriting commissions.

 

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

 

Gemini Fund Services, LLC (“GFS”), an affiliate of the Distributor, provides fund administration, fund accounting, and transfer agent services to the Trust. Pursuant to separate servicing agreements with GFS, the Funds pay GFS customary fees for providing administration, fund accounting and transfer agency services to each Fund. Certain

23

 

Zeo Funds
NOTES TO FINANCIAL STATEMENTS (Continued)
April 30, 2021

 

officers of the Trust are also officers of GFS, and are not paid any fees directly by the Funds for serving in such capacities.

 

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

 

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

 

4.INVESTMENT TRANSACTIONS

 

For the year ended April 30, 2021, cost of purchases and proceeds from sales of portfolio securities, other than short-term investments amounted to the following:

 

Fund  Purchases   Sales 
Zeo Short Duration Income Fund  $216,769,698   $300,433,791 
Zeo Sustainable Credit Fund   18,926,020    9,183,675 

 

5.CONTROL OWNERSHIP

 

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a Fund creates presumption of control of the Fund, under Section 2(a)(9) of the 1940 Act. As of April 30, 2021, National Financial Services held approximately 32.4% of the voting securities of the Zeo Short Duration Income Fund. As of April 30, 2021, Charles Schwab & Co, Inc. held approximately 87.9% of the voting securities of the Zeo Sustainable Credit Fund.

 

6.REDEMPTION FEES

 

The Funds may assess a short-term redemption fee of 1.00% of the total redemption amount if shareholders sell their shares after holding them for less than 30 days. The redemption fee is paid directly to the Funds. For the year ended April 30, 2021, the Zeo Short Duration Income Fund assessed $4,670 in redemption fees and the Zeo Sustainable Credit Fund assessed $0 in redemption fees.

 

7.AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION

 

At April 30, 2021, the tax cost of investments and unrealized appreciation/(depreciation) are as follows:

 

               Net Unrealized 
       Gross Unrealized   Gross Unrealized   Appreciation 
Fund  Tax Cost   Appreciation   Depreciation   (Depreciation) 
Zeo Short Duration Income Fund  $253,701,078   $2,497,726   $(23,111,251)  $(20,613,525)
Zeo Sustainable Credit Fund   19,418,346    394,216    (732,292)   (338,076)

24

 

Zeo Funds
NOTES TO FINANCIAL STATEMENTS (Continued)
April 30, 2021

 

8.DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

 

The tax character of distributions paid during the fiscal years ended April 30, 2021 and April 30, 2020 was as follows:

 

For the fiscal year or period ended April 30, 2021 
       Long-Term     
   Ordinary Income   Capital Gains   Total 
Zeo Short Duration Income Fund  $11,146,900   $30,192   $11,177,092 
Zeo Sustainable Credit Fund   524,320        524,320 

 

For the fiscal year or period ended April 30, 2020 
   Ordinary Income 
Zeo Short Duration Income Fund  $ 15,263,305 
Zeo Sustainable Credit Fund   179,283 

 

As of April 30, 2021, the components of distributable earnings/(deficit) on a tax basis were as follows:

 

   Undistributed   Undistributed   Unrealized   Total 
   Ordinary   Long-Term   Appreciation/   Accumulated 
Fund  Income   Capital Gains   (Depreciation)   Earnings/(Deficits) 
Zeo Short Duration Income Fund  $   $329,063   $(20,613,525)  $(20,284,462)
Zeo Sustainable Credit Fund   109,262    109,326    (338,076)   (119,488)

 

The difference between book basis and tax basis undistributed net investment income/(loss) and unrealized appreciation/(depreciation) from investments is primarily attributable to adjustments for defaulted bonds.

 

At April 30, 2021, the Funds utilized capital loss carryforwards as follows:

 

   CLCF 
Fund  Utilized 
Zeo Short Duration Income Fund  $1,307,714 
Zeo Sustainable Credit Fund   672 

 

9.SUBSEQUENT EVENTS

 

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

25

 

(COHEN & CO LOGO)

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders of Zeo Funds 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 portfolios of investments, of Zeo Short Duration Income Fund and Zeo Sustainable Credit Fund (the “Funds”), each a series of Northern Lights Fund Trust, as of April 30, 2021, the related statements of operations, the statements of changes in net assets, the related notes, and the financial highlights for each of the periods indicated below (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 April 30, 2021, the results of their operations, the changes in net assets, and the financial highlights for each of the periods indicated below in conformity with accounting principles generally accepted in the United States of America.

 

    Statement(s) of  
  Statements of Changes in Net Financial
Fund Name Operations Assets Highlights
Zeo Short Duration Income Fund For the year ended April 30, 2021 For the years ended April 30, 2021 and 2020 For the years ended April 30, 2021, 2020, 2019, 2018, and 2017
Zeo Sustainable Credit Fund For the year ended April 30, 2021

For the year ended April 30, 2021 and for the period from June 5, 2019

(commencement of operations) through April 30, 2020

For the year ended April 30, 2021 and for the period from June 5, 2019

(commencement of operations) through April 30, 2020

 

The Zeo Short Duration Income Fund’s financial highlights for the years ended April 30, 2018, and prior, were audited by other auditors whose report dated June 27, 2018, expressed an unqualified opinion on those financial highlights.

 

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.

 

COHEN & COMPANY, LTD. 

800.229.1099 | 866.818.4538 fax | cohencpa.com

 

Registered with the Public Company Accounting Oversight Board

26

 

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 April 30, 2021, by correspondence with the custodian, agent bank and brokers; when replies were not received from agent bank and brokers, we performed other auditing procedures. 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 investment companies within the Family of Funds since 2018.

 

(-s- COHEN & COMPANY)

 

COHEN & COMPANY, LTD.

Cleveland, Ohio

June 29, 2021

27

 

Zeo Funds
EXPENSE EXAMPLES (Unaudited)
April 30, 2021

 

As a shareholder of the Funds, you incur two types of costs: (1) transaction costs, including redemption fees; and (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

 

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2020 through April 30, 2021.

 

Actual Expenses

 

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

 

Hypothetical Example for Comparison Purposes

 

The “Hypothetical” lines in the tables below provide information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not each Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

 

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

 

Zeo Short Duration Income Fund

 

   Beginning  Ending  Expenses Paid  Fund’s
   Account Value  Account Value  During Period*  Annualized
Actual  11/1/20  4/30/21  11/1/20 – 4/30/21  Expense Ratio
Class I  $1,000.00  $1,048.10  $5.18  1.02%
             
Hypothetical  Beginning  Ending  Expenses Paid  Fund’s
(5% return before  Account Value  Account Value  During Period*  Annualized
expenses)  11/1/20  4/30/21  11/1/20 – 4/30/21  Expense Ratio
Class I  $1,000.00  $1,019.74  $5.11  1.02%

 

*Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by the number of days in the period (181) divided by the number of days in the fiscal year (365).

28

 

Zeo Funds
EXPENSE EXAMPLES (Unaudited)
April 30, 2021

 

Zeo Sustainable Credit Fund
   Beginning  Ending  Expenses Paid  Fund’s
   Account Value  Account Value  During Period*  Annualized
Actual  11/1/20  4/30/21  11/1/20 – 4/30/21  Expense Ratio
Class I  $1,000.00  $1,047.00  $6.34  1.25%
             
Hypothetical  Beginning  Ending  Expenses Paid  Fund’s
(5% return before  Account Value  Account Value  During Period*  Annualized
expenses)  11/1/20  4/30/21  11/1/20 – 4/30/21  Expense Ratio
Class I  $1,000.00  $1,018.60  $6.26  1.25%

 

*Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by the number of days in the period (181) divided by the number of days in the fiscal year (365).

29

 

Zeo Funds
SUPPLEMENTAL INFORMATION (Unaudited)
April 30, 2021

 

Adviser - Zeo Capital Advisors, LLC - Zeo Short Duration Income Fund and Zeo Sustainable Credit Fund*

 

In connection with the regular meeting held on March 23-25, 2021 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 re-approval of an investment advisory agreement (the “Advisory Agreement”) between Zeo Capital Advisors, LLC (“Adviser”) and the Trust, with respect to the Zeo Short Duration Income Fund (“Zeo Short”) and Zeo Sustainable Credit Fund (“Zeo Sustainable”)(collectively referred to as the “Funds”). In considering the re-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 and Quality of Services. The Board noted that ZCA was founded in 2009 and had approximately $274 million in assets under management. The Board observed that ZCA provided fixed income asset management to mutual funds and separately managed accounts. The Board discussed the background information of the personnel responsible for servicing the Fund, noting their financial industry experience with fixed income high yield products and hedge funds. It discussed the Adviser’s investment process, noting that it utilized market screens and discussions with active market participants and research analysts to identify investment opportunities. It further noted the Adviser’s risk management process, noting its selection of short duration securities to mitigate interest rate risk, credit risk, and liquidity risk. The Board acknowledged ZCA’s fixed income expertise, disciplined research process, and focus on risk management and compliance. The Board concluded that it expected ZCA to continue providing high quality service to Funds and their respective shareholders.

 

Performance.

 

Zeo Short. The Board reviewed Zeo Short’s performance and noted that the Fund had underperformed its Morningstar category, Broadridge recommended peer group, and benchmark over the one-year, three-year, five-year, and since inception periods. The Board acknowledged that the underperformance was attributable to the default of Tailored Brands and the market upheaval in March 2020. It also acknowledged that the Fund’s month to month performance had steadily improved since March 2020. The Board concluded that notwithstanding the bond default, the Adviser’s performance was satisfactory.

 

Zeo Sustainable. The Board reviewed Zeo Sustainable’s performance and noted that the Fund underperformed its Morningstar category, Broadridge recommended peer group, and benchmark over the one-year and since inception periods. The Board acknowledged that, like Zeo Short, Zeo Sustainable’s underperformance was attributable to the default of Tailored Brands and the market upheaval in March 2020. The Board concluded that notwithstanding the bond default, the Adviser’s performance was satisfactory.

30

 

Zeo Funds
SUPPLEMENTAL INFORMATION (Unaudited) (Continued)
April 30, 2021

 

Fees and Expenses.

 

Zeo Short. The Board noted that ZCA’s advisory fee with respect to Zeo Short was higher than the Fund’s Broadridge recommended peer group and Morningstar category. The Board noted that the Fund’s net expense ratio of 1.01% was higher than the Fund’s peer group and Morningstar category. The Board considered the Adviser’s contention that the advisory fee and net expense ratio were appropriate because fundamental actively managed portfolios require more effort than passively managed funds. The Adviser also indicated that it would be more appropriate to include peers that had a share class with 12b-1 fees. The Board concluded that the Fund’s advisory fee was not unreasonable.

 

Zeo Sustainable. The Board noted that ZCA’s advisory fee with respect to Zeo Sustainable was higher than the Fund’s Broadridge recommended peer group and Morningstar category. The Board noted that Zeo Sustainable’s net expense ratio of 1.25% was higher than the Fund’s peer group and Morningstar category. The Board considered the Adviser’s contention that the advisory fee and net expense ratio were appropriate because fundamental actively managed portfolios require more effort than passively managed funds. The Adviser also indicated that it would be more appropriate to include peers that have a share class with 12b-1 fees. The Board concluded that the Fund’s advisory fee was not unreasonable.

 

Economies of Scale. The Board considered whether economies of scale had been reached with respect to management of the Funds. It noted that the Adviser and the Board had agreed in 2018 to eliminate the fee breakpoint in order to lower the fee overall, and the Adviser did not expect to offer any further breakpoints for the Funds due to the Funds’ capacity limitations. The Board agreed that in light of the expense limitation agreement and the Adviser’s perceived capacity limitations, the absence of breakpoints was acceptable.

 

Profitability. The Board considered the profitability realized by the Adviser in connection with the operation of the Funds and whether the amount of profit was a fair entrepreneurial profit with respect to the services to be provided to the Funds. They noted that ZCA was managing Zeo Sustainable at a loss and reported a reasonable profit with respect to Zeo Short that was not excessive.

 

Conclusion. Having requested and received such information from the Adviser as the Board believed to be reasonably necessary to evaluate the terms of the Advisory Agreement, and as assisted by the advice of counsel, the Board concluded that renewal of the Advisory Agreement was in the best interests of Zeo Short, Zeo Sustainable, and their respective shareholders.

 

*Due to the timing of the contract renewal schedule, these deliberations may or may not relate to the current performance results of the Funds.

31

 

Zeo Funds
SUPPLEMENTAL INFORMATION (Unaudited)
April 30, 2021

 

The Trustees and the executive officers of the Trust are listed below with their present positions with the Trust and principal occupations over at least the last five years. The business address of each Trustee and Officer is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246. All correspondence to the Trustees and Officers should be directed to c/o Gemini Fund Services, LLC, P.O. Box 541150, Omaha, Nebraska 68154.

 

Independent Trustees

 

Name, Address and
Year of Birth
Position/Term
of Office*
Principal Occupation
During the Past Five
Years
Number of
Portfolios in
Fund
Complex**
Overseen by
Trustee
Other Directorships held by
Trustee During the Past Five
Years
Mark Garbin
Born in 1951
Trustee Since 2013 Managing Principal, Coherent Capital Management LLC (since 2007). 2 Northern Lights Fund Trust (for series not affiliated with the Funds since 2013); Two Roads Shared Trust (since 2012); Forethought Variable Insurance Trust (since 2013);Northern Lights Variable Trust (since 2013); OHA Mortgage Strategies Fund (offshore), Ltd. (2014 -2017); and Altegris KKR Commitments Master Fund (since 2014); and Carlyle Tactical Private Credit Fund (since March 2018).
Mark D. Gersten
Born in 1950
Trustee Since 2013 Independent Consultant (since 2012). 2 Northern Lights Fund Trust (for series not affiliated with the Funds since 2013); Northern Lights Variable Trust (since 2013); Two Roads Shared Trust (since 2012); Altegris KKR Commitments Master Fund (since 2014); previously, Ramius Archview Credit and Distressed Fund (2015-2017); and Schroder Global Series Trust (2012 to 2017).
Anthony J. Hertl
Born in 1950
Trustee Since 2005; Chairman of the Board since 2013 Retired, previously held several positions in a major Wall Street firm including Capital Markets Controller, Director of Global Taxation, and CFO of the Specialty Finance Group. 2 Northern Lights Fund Trust (for series not affiliated with the Funds since 2005); Northern Lights Variable Trust (since 2006); Alternative Strategies Fund (since 2010); Satuit Capital Management Trust (2007-2019).
Gary W. Lanzen
Born in 1954
Trustee Since 2005 Retired (since 2012). Formerly, Founder, President, and Chief Investment Officer, Orizon Investment Counsel, Inc. (2000-2012). 2 Northern Lights Fund Trust (for series not affiliated with the Funds since 2005) Northern Lights Variable Trust (since 2006); AdvisorOne Funds (since 2003); Alternative Strategies Fund (since 2010);and previously, CLA Strategic Allocation Fund (2014-2015).
John V. Palancia
Born in 1954
Trustee Since 2011 Retired (since 2011). Formerly, Director of Futures Operations, Merrill Lynch, Pierce, Fenner & Smith Inc. (1975-2011). 2 Northern Lights Fund Trust (for series not affiliated with the Funds since 2011); Northern Lights Fund Trust III (since February 2012); Alternative Strategies Fund (since 2012) and Northern Lights Variable Trust (since 2011).
Mark H. Taylor
Born in 1964
Trustee Since 2007; Chairman of the Audit Committee since 2013 Director, Lynn Pippenger School of Accountancy Muma College of Business, University of South Florida, Tampa FL (since 2019); Chair, Department of Accountancy and Andrew D. Braden Professor of Accounting and Auditing, Weatherhead School of Management, Case Western Reserve University (2009-2019); Vice President-Finance, American Accounting Association (2017-2020); President, Auditing Section of the American Accounting Association (2012-15). AICPA Auditing Standards Board Member (2009-2012). 2 Northern Lights Fund Trust (for series not affiliated with the Funds since 2007); Alternative Strategies Fund (since 2010); Northern Lights Fund Trust III (since 2012); and Northern Lights Variable Trust (since 2007).

 

4/30/21 – NLFT_v1

32

 

Zeo Funds
SUPPLEMENTAL INFORMATION (Unaudited) (Continued)
April 30, 2021

 

Officers

 

Name, Address and
Year of Birth
Position/Term of
Office*
Principal Occupation
During the Past Five
Years
Number of
Portfolios in
Fund
Complex**
Overseen by
Trustee
Other Directorships held by Trustee
During the Past Five Years
Kevin E. Wolf
Born in 1969
President Since June 2017 Vice President, The Ultimus Group, LLC and Executive Vice President, Gemini Fund Services, LLC (since 2019); President, Gemini Fund Services, LLC (2012-2019) Treasurer of the Trust (2006-June 2017); Director of Fund Administration, Gemini Fund Services, LLC (2006 - 2012); and Vice-P id Bl Gi LLC N/A N/A
Richard Malinowski
Born in 1983
Vice President Since March 2018 Senior Vice President (since 2017); Vice President and Counsel (2016-2017) and Assistant Vice President, Gemini Fund Services, LLC (2012-2016). N/A N/A
James Colantino
Born in 1969
Treasurer Since June 2017 Assistant Treasurer of the Trust (2006-June 2017); Senior Vice President -Fund Administration, Gemini Fund Services, LLC (since 2012). N/A N/A
Stephanie Shearer
Born in 1979
Secretary Since February 2017 Assistant Secretary of the Trust (2012-February 2017); Manager of Legal Administration, Gemini Fund Services, LLC (since 2018); Senior Paralegal, Gemini Fund Services, LLC (from 2013 - 2018); Paralegal, Gemini Fund Services, LLC (2010-2013). N/A N/A
Michael J. Nanosky
Born in 1966
Chief Compliance Officer Since January 2021 Chief Compliance Officer, of the Trust (since January 2021); Vice President-Senior Compliance Officer, Ultimus Fund Solutions (since 2020); Vice President, Chief Compliance Officer for Williamsburg Investment Trust (2020-current); Senior Vice President-Chief Compliance Officer, PNC Funds (2014-2019). N/A N/A

 

*The term of office for each Trustee and officer listed above will continue indefinitely until the individual resigns or is removed.

 

**As of April 30, 2021, the Trust was comprised of 68 active portfolios managed by unaffiliated investment advisers. The term “Fund Complex” applies only to the Funds in the Trust advised by the Advisor. The Funds do not hold themselves out as related to any other series within the Trust that is not advised by the Advisor.

 

The Funds’ SAI includes additional information about the Trustees and is available free of charge, upon request, by calling toll-free at 1-855-936-3863.

 

4/30/21 – NLFT_v1

33

 

PRIVACY NOTICE

 

Northern Lights Fund Trust

 

Rev. February 2014

 

FACTS WHAT DOES NORTHERN LIGHTS FUND TRUST DO WITH YOUR PERSONAL INFORMATION?

 

Why? Financial companies choose how they share your personal information.  Federal law gives consumers the right to limit some, but not all sharing.  Federal law also requires us to tell you how we collect, share, and protect your personal information.  Please read this notice carefully to understand what we do.

 

What?

The types of personal information we collect and share depends on the product or service that you have with us. This information can include:

 

●         Social Security number and wire transfer instructions

 

●         account transactions and transaction history

 

●         investment experience and purchase history

 

When you are no longer our customer, we continue to share your information as described in this notice.

 

How? All financial companies need to share customers’ personal information to run their everyday business.  In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Northern Lights Fund Trust chooses to share; and whether you can limit this sharing.

 

Reasons we can share your
personal information:
Does Northern Lights Fund Trust
share information?
Can you limit this sharing?
For our everyday business purposes - such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus. YES NO
For our marketing purposes - to offer our products and services to you. NO We don’t share
For joint marketing with other financial companies. NO We don’t share
For our affiliates’ everyday business purposes - information about your transactions and records. NO We don’t share
For our affiliates’ everyday business purposes - information about your credit worthiness. NO We don’t share
For nonaffiliates to market to you NO We don’t share

 

QUESTIONS?   Call 1-402-493-4603

34

 

PRIVACY NOTICE

 

Northern Lights Fund Trust

 

Page 2  

 

What we do:

 

How does Northern Lights Fund Trust protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.

 

Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.

 

How does Northern Lights Fund Trust collect my personal information?

We collect your personal information, for example, when you

●     open an account or deposit money

 

●     direct us to buy securities or direct us to sell your securities

 

●     seek advice about your investments

 

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

 

Why can’t I limit all sharing?

Federal law gives you the right to limit only:

●     sharing for affiliates’ everyday business purposes – information about your creditworthiness.

 

●     affiliates from using your information to market to you.

 

●     sharing for nonaffiliates to market to you.

 

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions
Affiliates

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

●     Northern Lights Fund Trust does not share with its affiliates.

Nonaffiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

●     Northern Lights Fund Trust does not share with nonaffiliates so they can market to you.

Joint marketing

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

●     Northern Lights Fund Trust doesn’t jointly market.

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PROXY VOTING POLICY

 

Information regarding how each Fund voted proxies relating to portfolio securities for the most recent twelve month period ended June 30 as well as a description of the policies and procedures that each Fund uses to determine how to vote proxies is available without charge, upon request, by calling 1-855-936-3863 or by referring to the Securities and Exchange Commission (the “SEC”) website at http://www.sec.gov.

 

PORTFOLIO HOLDINGS

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INVESTMENT ADVISOR
Zeo Capital Advisors, LLC
1 Montgomery Street, Suite 3450
San Francisco, CA 94104
 
ADMINISTRATOR
Gemini Fund Services, LLC
4221 North 203rd Street, Suite 100
Elkhorn, NE 68022 ZF-AR21
   
   
   
   
   
   
   
   
   
   
   

 

 

(a) Include a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1).

(b) Include a copy of each notice transmitted to stockholders in reliance on Rule 30e-3 under the Act (17 CFR 270.30e-3) that contains disclosures specified by paragraph (c)(3) of that rule. Not applicable.

 

Item 2. Code of Ethics.

 

(a)       As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

 

(b)        For purposes of this item, “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote:

 

(1)Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
(2)Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;
(3)Compliance with applicable governmental laws, rules, and regulations;
(4)The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
(5)Accountability for adherence to the code.

 

(c)        Amendments: During the period covered by the report, there have not been any amendments to the provisions of the code of ethics.

 

(d)        Waivers: During the period covered by the report, the registrant has not granted any express or implicit waivers from the provisions of the code of ethics.

 

(e) The Code of Ethics is not posted on Registrant’ website.

 

(f) A copy of the Code of Ethics is attached as an exhibit.

 

Item 3. Audit Committee Financial Expert.

 

(a)       The Registrant’s board of trustees has determined that Anthony J. Hertl, Mark H. Taylor and Mark Gersten are audit committee financial experts, as defined in Item 3 of Form N-CSR. Anthony J. Hertl, Mark H. Taylor and Mark Gersten are independent for purposes of this Item 3.

 

Item 4. Principal Accountant Fees and Services.

 

(a)Audit Fees

2021 - $31,000

2020 - $31,000

2019 - $15,500

2018 - $15,500

2017 - $14,900

2016 - $14,900

2015 - $14,900

2014 - $14,500

2013 - $14,000

2012 - $14,000

 

(b)Audit-Related Fees

2021 - None

2020 - None

2019 - None

2018 - None

2017 - None

2016 - None

2015 - None

2014 - None

2013 - None

2012 – None

 

(c)Tax Fees

2021 - $5,000

2020 - $4,700

2019 - $2,200

2018 - $2,200

2017 - $2,200

2016 - $2,200

2015 - $2,200

2014 - $2,000

2013 - $2,000

2012 - $2,000

 

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

2021 - None

2020 - None

2019 - None

2018 - None

2017 - None

2016 - None

2015 - None

2014 - None

2013 - None

2012 - None

 

 

(e)(1) Audit Committee’s Pre-Approval Policies

 

The registrant’s Audit Committee is required to pre-approve all audit services and, when appropriate, any non-audit services (including audit-related, tax and all other services) to the registrant. The registrant’s Audit Committee also is required to pre-approve, when appropriate, any non-audit services (including audit-related, tax and all other services) to its adviser, or any entity controlling, controlled by or under common control with the adviser that provides ongoing services to the registrant, to the extent that the services may be determined to have an impact on the operations or financial reporting of the registrant. Services are reviewed on an engagement by engagement basis by the Audit Committee.

 

(2)Percentages of Services Approved by the Audit Committee
   2012  2013  2014  2015  2016  2017  2018  2019  2020  2021
Audit-Related Fees:   0.00%   0.00%   0.00%   0.00%   0.00%   0.00%   0.00%   0.00%   0.00%   0.00%
Tax Fees:   0.00%   0.00%   0.00%   0.00%   0.00%   0.00%   0.00%   0.00%   0.00%   0.00%
All Other Fees:   0.00%   0.00%   0.00%   0.00%   0.00%   0.00%   0.00%   0.00%   0.00%   0.00%

 

(f)During the audit of registrant's financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant's engagement were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

 

(g)The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant:

 

2021 - $5,000

2020 - $4,700

2019 - $2,200

2018 - $2,200

2017 - $2,200

2016 - $2,200

2015 - $2,200

2014 - $2,000

2013 - $2,000

2012 - $2,000

 

(h)        The registrant's audit committee has considered whether the provision of non-audit services to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant, that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the principal accountant's independence.

 

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

 

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

 

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

 

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

 

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

 

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

 

Item 11. Controls and Procedures.

 

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

 

(b)       There were no significant changes in the Registrant’s internal control over financial reporting that occurred during the Registrant’s last fiscal half-year that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. Not applicable

 

Item 13. Exhibits.

 

(a)(1) Code of Ethics filed herewith.

 

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

 

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

 

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

 

SIGNATURES

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

 

(Registrant) Northern Lights Fund Trust

 

By (Signature and Title)

/s/ Kevin E. Wolf

Kevin E. Wolf, Principal Executive Officer/President

 

Date 7/6/21

 

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 7/6/21

 

 

 

By (Signature and Title)

/s/ James Colantino

James Colantino, Principal Financial Officer/Treasurer

 

Date 7/6/21