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 811-22549

Northern Lights Fund Trust II

(Exact name of registrant as specified in charter)

225 Pictoria Drive, Suite 450 Cincinnati, OH 45246

(Address of principal executive offices) (Zip code)

Rich Malinowski, Ultimus Fund Solutions, LLC

80 Arkay Drive Suite 110, Hauppauge, NY 11788

(Name and address of agent for service)

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

Date of fiscal year end: 11/30

Date of reporting period: 11/30/21

Item 1. Reports to Stockholders.

	North Star Opportunity Fund
	Class I Shares (Symbol: NSOIX)
	Class A Shares (Symbol: NSOPX)
	North Star Micro Cap Fund
	Class I Shares (Symbol: NSMVX)
	North Star Dividend Fund
	Class I Shares (Symbol: NSDVX)
	North Star Bond Fund
	Class I Shares (Symbol: NSBDX)
	Annual Report
	November 30, 2021
	www.nsinvestfunds.com
	Investor Information: 1-312-580-0900
Distributed by Northern Lights Distributors, LLC
Member FINRA

The North Star Mutual Fund Family consists of four funds; The North Star Opportunity Fund, the North Star Micro Cap Fund, the North Star Dividend Fund, and the North Star Bond Fund. The first three funds share the objective of producing long-term capital appreciation by investing primarily in the common stocks of publicly traded companies that are trading at attractive enterprise values relative to their free cash flow, while the fourth invests in fixed income securities to generate monthly income:

☐ The North Star Opportunity Fund’s range of investments may include smaller, underfollowed companies to the largest multinational organizations as well as fixed income securities. The result is a diversified Micro to Macro portfolio of stocks and fixed income securities structured to offer a relatively high yield with relatively low volatility. As of 11-30-2021 61.9% of the portfolio is in large and mid- cap stocks, 13.7% in small and micro-cap stocks, 6.9% in real estate investment trusts, 12.0% in fixed income securities, and 5.5% in cash and equivalents.

☐ The North Star Micro Cap Fund invests in the common stocks of misunderstood or underfollowed companies with under $1 billion capitalizations.

☐ The North Star Dividend Fund’s primary objective is to generate monthly income. The Fund seeks to achieve its objectives by investing in a diversified portfolio of common stocks of companies with under $ 2.5 billion market capitalization which offer attractive dividend yields.

☐ The North Star Bond Fund will generally focus on bonds issued by companies with market capitalizations of less than $2.5 billion.

In last year’s annual letter, our outlook for 2021 was for for continued weakness in GDP and for corporate profits in the first quarter, with improvement in each progressive quarter. We expected the economy to recover, leading to a risk that inflation might surprise the market by rising rapidly with demand as supplies might be in short supply. The recovery in the economy and corporate profits was much swifter and far stronger than we envisioned, with S&P 500 composite earnings reaching record levels by the end of the second quarter, and continuing that torrid growth rate in the following quarter. Inflation registered at the highest levels since 1980, as extreme supply chain challenges coupled with the strong demand created an imbalance in the goods markets. Nevertheless, the rally in the market that started in November 2020 triggered by news of successful COVID-19 vaccines powered on throughout the year, particularly for large cap companies, with the S&P reaching new highs consistently. Small caps peaked in early March, with the Russell 2000 trading 5% lower on November 30 than on March 15, as concerns over new COVID-19 variants and the possibility of rising interest rates weighed heavily on the shares of smaller companies.

The North Star Funds fared well, despite the headwinds that small caps faced. Our funds have relatively concentrated portfolios consisting of approximately 50 positions, and in fiscal 2021 a number of those holdings produced particularly strong returns. In the North Star Opportunity Fund, our technology holdings of Advanced Micro Devices and Alphabet both returned over 50%, while financials Blackstone and KKR fared even better. Our performance in the North Star Micro Cap Fund was bolstered by Boot Barn and Build-A-Bear, returning 189% and 367% respectively, while the declines from the previous year’s star performers Orion Energy Systems, Escalade, and CarParts.com Inc. detracted from our

1808-NLD-12172021

1

returns. Even though dividend paying securities remained out of favor throughout most of the year, the North Star Dividend benefitted from strong returns posted by Wintrust Financial, Evolution Petroleum, Sprott, and Otter Tail in November began to outperform.

The Funds’ results for the period ending 11-30-2021 are detailed below.

	Total Return for
	the 12 Month	NAV	Distributions	NAV	Total Assets
Fund	Period	11/30/2021	During Period	11/30/20	(in 000’s)
North Star Opportunity Fund A	19.73%	$20.05	$0.0157	$16.76	$31,276
North Star Opportunity Fund I	20.00%	$20.00	$0.0492	$16.71	$146,910
North Star Micro Cap Fund I	16.88%	$41.77	$0.0027	$35.74	$126,281
North Star Dividend Fund I	18.70%	$23.43	$0.3707	$20.05	$88,006
North Star Bond Fund I	2.85%	$9.49	$0.2701	$9.49	$31,113

Our outlook for 2022 is for the GDP and corporate profit growth rates to moderate to more historically normal levels, and for interest rates to rise as monetary policy tightens. The pandemic remains the wild card, with data on the omicron variant still in the early stages of analysis. We are optimistic that the war against the pandemic will be won through a combination of science and common sense. The other enemy, Inflation, will probably remain elevated at least through the first quarter, with the most recent surge in producer prices flowing through to consumer prices. Another variable will be the labor market, as the mismatch between the record number of job openings concurrent with an elevated level of unemployment hopefully will be resolved, leading to a boost in GDP growth with more people working. Finally, we believe that terrific bargains can be found in the types of companies we focus on in the North Star Family of Funds. The business quality characteristics (operating margins, return on equity, and revenue growth history) of the companies in our Funds remain solid, while their valuation measures (enterprise value/EBITDA, price/book, dividend yields) have become significantly more relatively attractive. Whereas large cap growth stocks are trading at over a 65% premium to historic P/E multiples, small cap value stocks are trading at a 7.5% discount to their historic multiple, and on average our holdings are at even bigger discounts.

We thank you for your investment in the North Star Funds.

Please remember that past performance may not be indicative and is no guarantee of future results. The fund performance data quoted here represents past performance. Current performance may be lower or higher than the performance data quoted above.

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Investment return and principal value will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. A Fund’s performance, especially for very short periods of time, should not be the sole factor in making your investment decisions. For current performance information, please visit www.nsinvestfunds.com or call 1-312-580-0900. All performance figures reflect fee waivers and expense subsidies, without which performance figures would have been lower.

The indices shown are for informational purposes only and are not reflective of any investment. As it is not possible to invest in the indices, the data shown does not reflect or compare features of an actual investment, such as its objectives, costs and expenses, liquidity, safety, guarantees or insurance, fluctuation of principal or return, or tax features. Past performance is no guarantee of future results.

S&P 500 Index is an unmanaged composite of 500 large capitalization companies. This index is widely used by professional investors as a performance benchmark for large-cap stocks.

Russell 2000^® Index is an unmanaged index that is a widely recognized indicator of small capitalization company performance. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership.

1808-NLD-12172021

3

North Star Opportunity Fund

PORTFOLIO REVIEW (Unaudited)

November 30, 2021

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

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

				Since	Since
		Five Year	Ten Year	Inception**	Inception***
	One Year	(Annualized)	(Annualized)	(Annualized)	(Annualized)
North Star Opportunity Fund – Class A	19.73%	12.49%	N/A	11.36%	N/A
North Star Opportunity Fund – Class A with load	12.86%	11.16%	N/A	10.70%	N/A
North Star Opportunity Fund – Class I (a)	20.00%	12.77%	11.46%	N/A	7.61%
Morningstar Moderately Aggressive Target Risk Index (b)	14.30%	11.60%	10.21%	10.54%	7.32%
S&P 500 Total Return Index (c)	27.92%	17.90%	16.16%	16.51%	10.40%
S&P Target Risk Aggressive Index Total Return (d)	16.30%	11.89%	10.70%	11.06%	7.28%

* Past performance is not predictive of future results. The performance comparison includes reinvestment of all dividends and capital gains and has been adjusted for the Class A maximum applicable sales charge of 5.75%. Shares held for less than 30 days are subject to a 2.00% redemption fee. The total operating expense ratios (including indirect expenses), as stated in the Fund’s Prospectus dated April 1, 2021, are 1.64% and 1.39% for Class A and Class I shares, respectively. The investment return and principal value of an investment will fluctuate. An investor’s shares, when redeemed, may be worth more or less than the original cost. Total return is calculated assuming reinvestment of all dividends and distributions. 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. Returns greater than 1 year are annualized. Total returns would have been lower had the advisor not waived its fees and reimbursed a portion of the fund’s expenses. For performance information current to the most recent month-end, please call 1-312-580-0900.

** Inception date is December 15, 2011.

*** Inception date is December 31, 2006 (Predecessor Fund).

(a) The North Star Opportunity Fund is the successor to the North Star Opportunity Fund, L.P. (the “Predecessor Fund”), which

4

North Star Opportunity Fund

PORTFOLIO REVIEW (Unaudited) (Continued)

November 30, 2021

transferred its assets to the Fund in connection with the Fund’s commencement of operations. The Predecessor Fund was managed by the same adviser who currently manages the Fund, and had substantially similar investment objectives and strategies to those of the Fund. The performance includes the performance of the Predecessor Fund prior to the commencement of the Fund’s operations. The Predecessor Fund’s performance has been adjusted to reflect the annual deduction of fees and expenses applicable to the Class I Shares. The Predecessor Fund was not registered as a mutual fund under the Investment Company Act of 1940, as amended (the “1940 Act”), and therefore was not subject to certain investment restrictions, limitations and diversification requirements imposed by the 1940 Act and the Internal Revenue Code of 1986, as amended (the “Code”). If the Predecessor Fund had been registered under the 1940 Act, its performance may have been different.

(b) The Morningstar Moderately Aggressive Target Risk Index is one of five asset allocation indexes in the Morningstar Target Risk Index series, that seeks approximately 80% exposure to global equity markets.

(c) The S&P 500 Total Return Index is an unmanaged market capitalization-weighted index which is comprised of 500 of the largest U.S. domiciled companies and includes the reinvestment of all dividends. Investors cannot invest directly in an index or benchmark.

(d) The S&P Target Risk Aggressive Index Total Return is designed to measure the performance of aggressive stock-bond allocations to equities, seeking to maximize opportunities for long-term capital accumulation. It may include small allocations to fixed income to enhance portfolio efficiency. The S&P Target Risk Aggressive Index Total Return is more suitable for the Fund’s objective.

The adviser has elected to change the benchmark for the Fund. Going forward, the S&P Target Risk Aggressive Index Total Return will replace the Morningstar Moderately Aggressive Target Risk Index as the Fund’s primary broad-based index. The Morningstar Moderately Aggressive Target Risk Index Total Return will continue to be shown for a period of one year.

The Fund’s Top Ten Industries are as follows:

Industries	% of Net Assets
Asset Management		14.1	%
Biotech & Pharma		9.5	%
Semiconductors		7.4	%
Technology Hardware		6.7	%
Banking		5.1	%
E-Commerce Discretionary		3.7	%
Healthcare Facilities & Services		3.6	%
Entertainment Content		3.6	%
Industrial REIT		3.1	%
Internet Media & Services		3.1	%
Other Industries		34.5	%
Short-Term Investments and Other Assets Net of Liabilities		5.6	%
		100.0	%

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

5

North Star Micro Cap Fund

PORTFOLIO REVIEW (Unaudited)

November 30, 2021

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

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

				Since
		Five Year	Ten Year	Inception**
	One Year	(Annualized)	(Annualized)	(Annualized)
North Star Micro Cap Fund – Class I (a)	16.88%	11.40%	12.43%	11.06%
Morningstar US Small Value PR Index (b)	31.72%	4.39%	8.44%	6.47%

* Past performance is not predictive of future results. The performance comparison includes reinvestment of all dividends and capital gains. Shares held for less than 30 days are subject to a 2.00% redemption fee. The total operating expense ratio (including indirect expenses), as stated in the Fund’s Prospectus dated April 1, 2021, is 1.40% for Class I shares. The investment return and principal value of an investment will fluctuate. An investor’s shares, when redeemed, may be worth more or less than the original cost. Total return is calculated assuming reinvestment of all dividends and distributions. 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. Returns greater than 1 year are annualized. Total returns would have been lower had the advisor not waived its fees and reimbursed a portion of the Fund’s expenses. For performance information current to the most recent month-end, please call 1-312-580-0900.

** Inception date is December 31, 1997 (Predecessor Fund).

(a) The North Star Micro Cap Fund is the successor to the Kuby Gottlieb Special Value Fund, L.P. (the “Predecessor Fund”), which transferred its assets to the North Star Micro Cap Fund in connection with the North Star Micro Cap Fund’s commencement of operations. The Predecessor Fund was managed by the same adviser who currently manages the North Star Micro Cap Fund, and had substantially similar investment objectives and strategies to those of the North Star Micro Cap Fund. The performance includes the performance of the Predecessor Fund prior to the commencement of the North Star Micro Cap Fund’s operations. The Predecessor Fund’s performance has been adjusted to reflect the annual deduction of fees and expenses applicable to the Class I Shares. The Predecessor Fund was not registered as a mutual fund under the Investment Company Act of 1940, as amended (the “1940 Act”), and therefore was not subject to certain investment restrictions, limitations and diversification requirements imposed by the 1940 Act and the Internal Revenue Code of 1986, as amended (the “Code”). If the Predecessor Fund had been registered under the 1940 Act, its performance may have been different.

(b) The Morningstar US Small Value PR Index measures the performance of small-cap stocks with relatively low prices given anticipated per-share earnings, book value, cash flow, sales and dividends.

6

North Star Micro Cap Fund

PORTFOLIO REVIEW (Unaudited) (Continued)

November 30, 2021

The Fund’s Top Ten Industries are as follows:

Industries	% of Net Assets
Retail - Discretionary		11.3	%
Apparel & Textile Products		10.6	%
Leisure Products		8.2	%
E-Commerce Discretionary		7.2	%
Commercial Support Services		6.9	%
Electrical Equipment		6.0	%
Technology Hardware		5.8	%
Machinery		5.5	%
Leisure Facilities & Services		4.3	%
Industrial Intermediate Prod		4.1	%
Other Industries		28.4	%
Short-Term Investments and Other Assets Net of Liabilities		1.7	%
		100.0	%

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

7

North Star Dividend Fund

PORTFOLIO REVIEW (Unaudited)

November 30, 2021

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

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

				Since
		Five Year	Ten Year	Inception**
	One Year	(Annualized)	(Annualized)	(Annualized)
North Star Dividend Fund – Class I (a)	18.70%	6.41%	9.83%	10.56%
Morningstar US Small Value PR Index (b)	31.72%	4.39%	8.44%	8.52%

* Past performance is not predictive of future results. The performance comparison includes reinvestment of all dividends and capital gains. Shares held for less than 30 days are subject to a 2.00% redemption fee. The total operating expense ratio (including indirect expenses), as stated in the Fund’s Prospectus dated April 1, 2021, is 1.50% for Class I shares. The investment return and principal value of an investment will fluctuate. An investor’s shares, when redeemed, may be worth more or less than the original cost. Total return is calculated assuming reinvestment of all dividends and distributions. 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. Returns greater than 1 year are annualized. Total returns would have been lower had the adviser not waived its fees and reimbursed a portion of the Fund’s expenses. For performance information current to the most recent month-end, please call 1-312-580-0900.

** Inception date is February 1, 2010.

(a) The North Star Dividend Fund is the successor to the North Star Dividend Fund, L.P. (the “Predecessor Fund”), which transferred its assets to the North Star Dividend Fund in connection with the North Star Dividend Fund’s commencement of operations. The Predecessor Fund was managed by the same adviser who currently manages the North Star Dividend Fund, and had substantially similar investment objectives and strategies to those of the North Star Dividend Fund. The performance includes the performance of the Predecessor Fund prior to the commencement of the North Star Dividend Fund’s operations. The Predecessor Fund’s performance has been adjusted to reflect the annual deduction of fees and expenses applicable to the Class I Shares. The Predecessor Fund was not registered as a mutual fund under the Investment Company Act of 1940, as amended (the “1940 Act”), and therefore was not subject to certain investment restrictions, limitations and diversification requirements imposed by the 1940 Act and the Internal Revenue Code of 1986, as amended (the “Code”). If the Predecessor Fund had been registered under the 1940 Act, its performance may have been different.

(b) The Morningstar US Small Value PR Index measures the performance of small-cap stocks with relatively low prices given anticipated per-share earnings, book value, cash flow, sales and dividends.

8

North Star Dividend Fund

PORTFOLIO REVIEW (Unaudited) (Continued)

November 30, 2021

The Fund’s Top Ten Industries are as follows:

Industries	% of Net Assets
Banking		10.4	%
Industrial REIT		7.6	%
Commercial Support Services		6.8	%
Home & Office Products		6.5	%
Electric Utilities		6.1	%
Gas & Water Utiities		6.1	%
Apparel & Textile Products		4.7	%
Asset Management		4.7	%
Chemicals		4.0	%
Household Products		3.5	%
Other Industries		33.7	%
Short-Term Investments and Other Assets Net of Liabilities		5.9	%
		100.0	%

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

9

North Star Bond Fund

PORTFOLIO REVIEW (Unaudited)

November 30, 2021

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

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

			Since
		Five Year	Inception**
	One Year	(Annualized)	(Annualized)
North Star Bond Fund – Class I	2.85%	2.36%	2.46%
Bloomberg U.S. High Yield Ba/B Index (a)	4.44%	6.33%	5.95%

* Past performance is not predictive of future results. Shares held for less than 30 days are subject to a 2.00% redemption fee. The performance comparison includes reinvestment of all dividends and capital gains. The total operating expense ratio (including indirect expenses), as stated in the Fund’s Prospectus dated April 1, 2021, is 1.64% for Class I shares. The investment return and principal value of an investment will fluctuate. An investor’s shares, when redeemed, may be worth more or less than the original cost. Total return is calculated assuming reinvestment of all dividends and distributions. 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. Total returns would have been lower had the adviser not waived its fees and reimbursed a portion of the Fund’s expenses. Performance figures are not annualized. For performance information current to the most recent month-end, please call 1-312-580-0900.

** Inception date is December 19, 2014.

(a) The Bloomberg U.S. High Yield Ba/B Index measures the performance of bonds with Ba or B ratings.

10

North Star Bond Fund

PORTFOLIO REVIEW (Unaudited) (Continued)

November 30, 2021

The Fund’s Top Ten Industries are as follows:

Industries	% of Net Assets
Leisure Facilities & Services		10.3	%
Automotive		8.7	%
Entertainment Content		7.3	%
Transportation Equipment		7.0	%
Real Estate Investment Trusts		6.5	%
Asset Management		5.5	%
Banking		4.4	%
Technology Hardware		4.1	%
Food		4.0	%
Apparel & Textile Products		3.9	%
Other Industries		30.5	%
Short-Term Investments and Other Assets Net of Liabilities		7.8	%
		100.0	%

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

11

NORTH STAR OPPORTUNITY FUND

SCHEDULE OF INVESTMENTS

November 30, 2021

Shares			Fair Value
		COMMON STOCKS —  82.5%
		ASSET MANAGEMENT - 12.6%
	71,000	Blackstone, Inc.	$	10,042,949
	3,083	Brookfield Infrastructure Corporation, Class A		182,483
	120,000	Compass Diversified Holdings		3,457,200
	81,000	KKR & Company, Inc.		6,030,450
	66,000	Sprott, Inc.		2,874,300
				22,587,382
		AUTOMOTIVE - 2.0%
	131,000	Sono Group N.V.(a)		1,978,100
	1,376	Tesla, Inc.(a)		1,575,190
				3,553,290
		BANKING - 3.9%
	105,000	Bank of America Corporation		4,669,350
	14,000	JPMorgan Chase & Company		2,223,620
				6,892,970
		BEVERAGES - 2.3%
	2,500	Constellation Brands, Inc., Class A		563,325
	50,000	Keurig Dr Pepper, Inc.		1,699,500
	12,000	PepsiCo, Inc.		1,917,360
				4,180,185
		BIOTECH & PHARMA - 9.5%
	32,000	AbbVie, Inc.		3,688,960
	47,000	Bristol-Myers Squibb Company		2,520,610
	119,000	Pfizer, Inc.		6,393,870
	19,000	Zoetis, Inc.		4,218,760
				16,822,200
		COMMERCIAL SUPPORT SERVICES - 1.0%
	132,000	BGSF, Inc.		1,848,000
		CONSUMER SERVICES - 0.3%
	9,000	Service Corp International		595,440
		E-COMMERCE DISCRETIONARY - 3.7%
	950	Amazon.com, Inc.(a)		3,331,717

The accompanying notes are an integral part of these financial statements. 

12

NORTH STAR OPPORTUNITY FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2021

Shares			Fair Value
		COMMON STOCKS — 82.5% (Continued)
		E-COMMERCE DISCRETIONARY - 3.7% (Continued)
	245,000	CarParts.com, Inc.(a)	$	3,030,650
				6,362,367
		ELECTRIC UTILITIES - 0.8%
	24,000	Brookfield Infrastructure Partners, L.P.		1,363,680
		ELECTRICAL EQUIPMENT - 2.8%
	900,000	Orion Energy Systems, Inc.(a)		3,393,000
	4,500	Rockwell Automation, Inc.		1,512,900
				4,905,900
		ENTERTAINMENT CONTENT - 2.9%
	27,000	Madison Square Garden Entertainment Corporation(a)		1,785,240
	73,000	ViacomCBS, Inc., Class B		2,259,350
	8,200	Walt Disney Company (The)(a)		1,188,180
				5,232,770
		FOOD - 1.0%
	14,500	J M Smucker Company (The)		1,833,815
		HEALTH CARE FACILITIES & SERVICES - 3.3%
	52,000	CVS Health Corporation		4,631,120
	3,000	UnitedHealth Group, Inc.		1,332,660
				5,963,780
		HOME & OFFICE PRODUCTS - 0.3%
	4,300	Scotts Miracle-Gro Company (The)		623,027
		INDUSTRIAL REIT - 3.1%
	270,000	Monmouth Real Estate Investment Corporation		5,607,900
		INTERNET MEDIA & SERVICES - 3.1%
	1,900	Alphabet, Inc., Class A(a)		5,392,105
		LEISURE FACILITIES & SERVICES - 1.4%
	3,000	McDonald’s Corporation		733,800
	7,000	Starbucks Corporation		767,480

The accompanying notes are an integral part of these financial statements. 

13

NORTH STAR OPPORTUNITY FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2021

Shares			Fair Value
		COMMON STOCKS — 82.5% (Continued)
		LEISURE FACILITIES & SERVICES - 1.4% (Continued)
	52,000	Wendy’s Company (The)	$	1,070,160
				2,571,440
		LEISURE PRODUCTS - 0.7%
	45,000	Callaway Golf Company(a)		1,213,200
		MACHINERY - 0.5%
	7,000	Xylem, Inc.		847,770
		MULTI ASSET CLASS REITS - 2.2%
	60,000	Armada Hoffler Properties, Inc.		837,000
	205,000	Lexington Realty Trust		3,085,250
				3,922,250
		RESIDENTIAL REIT - 1.3%
	80,000	Bluerock Residential Growth REIT, Inc.		1,183,200
	45,000	UMH Properties, Inc.		1,038,600
				2,221,800
		RETAIL - CONSUMER STAPLES - 2.8%
	20,000	Target Corporation		4,876,800
		SEMICONDUCTORS - 7.4%
	57,000	Advanced Micro Devices, Inc.(a)		9,027,090
	23,000	QUALCOMM, Inc.		4,152,880
				13,179,970
		SOFTWARE - 0.1%
	680	salesforce.com, Inc.(a)		193,773
		SPECIALTY REITS - 0.4%
	16,000	EPR Properties		737,920
		TECHNOLOGY HARDWARE - 6.2%
	43,500	Apple, Inc.		7,190,550
	141,000	Turtle Beach Corporation(a)		3,778,800
				10,969,350

The accompanying notes are an integral part of these financial statements.

14

NORTH STAR OPPORTUNITY FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2021

Shares			Fair Value
		COMMON STOCKS — 82.5% (Continued)
		TECHNOLOGY SERVICES - 1.9%
	25,000	Paychex, Inc.	$	2,980,000
	2,500	Visa, Inc., Class A		484,425
				3,464,425
		TRANSPORTATION & LOGISTICS - 1.7%
	4,000	FedEx Corporation		921,480
	11,000	United Parcel Service, Inc., Class B		2,182,070
				3,103,550
		TRANSPORTATION EQUIPMENT - 0.9%
	81,000	Blue Bird Corporation(a)		1,639,440
		WHOLESALE - DISCRETIONARY - 2.4%
	124,096	Acme United Corporation		4,338,036
		TOTAL COMMON STOCKS (Cost $65,666,946)		147,044,535
		PREFERRED STOCKS — 3.3%
		ASSET MANAGEMENT - 1.5%
	42,000	B Riley Financial, Inc., 6.375%		1,089,480
	60,000	Compass Diversified Holdings, 7.875%(b)		1,633,200
				2,722,680
		BANKING - 0.9%
	45,000	JPMorgan Chase & Company, 4.20%		1,114,650
	300	Wells Fargo & Company, 7.50% - Series L		439,806
				1,554,456
		ENTERTAINMENT CONTENT - 0.7%
	25,000	ViacomCBS, Inc., 5.75%		1,291,500
		REAL ESTATE INVESTMENT TRUSTS - 0.2%
	12,000	Monmouth Real Estate Investment Corporation, 6.125% - Series C		300,120
		TOTAL PREFERRED STOCKS (Cost $6,011,148)		5,868,756

The accompanying notes are an integral part of these financial statements. 

15

NORTH STAR OPPORTUNITY FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2021

Principal				Coupon Rate
Amount ($)			Spread	(%)	Maturity	Fair Value
		CORPORATE BONDS — 8.6%
		AUTOMOTIVE — 0.9%
	1,350,000	Ford Motor Company		7.1250	11/15/25	$	1,568,471
		BANKING — 0.3%
	500,000	Barclays Bank plc(b)	US0003M + 1.250%	1.3740	04/11/23		501,703
		FOOD — 0.8%
	1,350,000	B&G Foods, Inc.		5.2500	04/01/25		1,373,078
		HEALTH CARE FACILITIES & SERVICES — 0.3%
	500,000	McKesson Corporation		3.7960	03/15/24		527,685
		HOME & OFFICE PRODUCTS — 0.7%
	1,165,000	Scotts Miracle-Gro Company (The)		5.2500	12/15/26		1,198,430
		LEISURE FACILITIES & SERVICES — 1.0%
	1,650,000	Wendy’s International, LLC		7.0000	12/15/25		1,863,121
		OIL & GAS PRODUCERS — 1.2%
	500,000	Chevron Corporation		2.4980	03/03/22		501,908
	1,575,000	Murphy Oil Corporation		5.7500	08/15/25		1,604,039
							2,105,947
		PUBLISHING & BROADCASTING — 0.9%
	1,591,000	Meredith Corporation		6.8750	02/01/26		1,645,699
		REAL ESTATE INVESTMENT TRUSTS — 0.6%
	1,000,000	IIP Operating Partnership, L.P.		5.5000	05/25/26		1,077,708

The accompanying notes are an integral part of these financial statements.

16

NORTH STAR OPPORTUNITY FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2021

Principal				Coupon Rate
Amount ($)			Spread	(%)	Maturity	Fair Value
		CORPORATE BONDS — 8.6% (Continued)
		RETAIL - DISCRETIONARY — 0.3%
	600,000	Sally Holdings, LLC / Sally Capital, Inc.		5.6250	12/01/25	$	612,135
		TECHNOLOGY HARDWARE — 0.5%
	770,000	Pitney Bowes, Inc.		6.2000	04/01/23		802,302
		TELECOMMUNICATIONS — 1.1%
	500,000	AT&T, Inc.		3.0000	06/30/22		505,029
	1,341,000	CenturyLink, Inc. Series D		7.2000	12/01/25		1,491,299
							1,996,328
		TOTAL CORPORATE BONDS (Cost $15,060,855)					15,272,607
Shares
		SHORT-TERM INVESTMENTS — 5.4%
		MONEY MARKET FUNDS - 5.4%
	9,707,436	First American Treasury Obligations Fund, Class X, 0.01% (Cost $9,707,436)(c)					9,707,436
		TOTAL INVESTMENTS - 99.8% (Cost $96,446,385)				$	177,893,334
		OTHER ASSETS IN EXCESS OF LIABILITIES - 0.2%					293,151
		NET ASSETS - 100.0%				$	178,186,485

LLC - Limited Liability Company

LP - Limited Partnership

NV - Naamioze Vennootschap

PLC - Public Limited Company

REIT - Real Estate Investment Trust

US0003M ICE LIBOR USD 3 Month

^(a) Non-income producing security.

^(b) Variable rate security; the rate shown represents the rate on November 30, 2021.

^(c) Rate disclosed is the seven day effective yield as of November 30, 2021.

The accompanying notes are an integral part of these financial statements.

17

NORTH STAR MICRO CAP FUND

SCHEDULE OF INVESTMENTS

November 30, 2021

Shares			Fair Value
		COMMON STOCKS — 98.3%
		APPAREL & TEXTILE PRODUCTS - 10.6%
	90,000	Delta Apparel, Inc.(a)	$	2,649,600
	161,000	Lakeland Industries, Inc.(a)		3,081,540
	20,000	Movado Group, Inc.		897,400
	102,500	Rocky Brands, Inc.		3,641,825
	140,000	Superior Group of Companies, Inc.		3,130,400
				13,400,765
		ASSET MANAGEMENT - 0.9%
	71,000	Westwood Holdings Group, Inc.		1,150,910
		AUTOMOTIVE - 1.5%
	56,231	Miller Industries, Inc.		1,839,316
		BANKING - 3.3%
	50,500	Bar Harbor Bankshares		1,442,785
	50,000	First Busey Corporation		1,285,000
	55,000	Territorial Bancorp, Inc.		1,384,900
				4,112,685
		BEVERAGES - 0.2%
	278,942	Truett-Hurst, Inc.(a),(b),(c)		195,120
		COMMERCIAL SUPPORT SERVICES - 6.9%
	609,000	ARC Document Solutions, Inc.		1,766,100
	38,000	Barrett Business Services, Inc.		2,682,420
	50,000	Sharps Compliance Corporation(a)		369,000
	148,000	SP Plus Corporation(a)		4,012,279
				8,829,799
		CONSTRUCTION MATERIALS - 3.2%
	32,150	Apogee Enterprises, Inc.		1,327,795
	23,000	United States Lime & Minerals, Inc.		2,740,450
				4,068,245
		E-COMMERCE DISCRETIONARY - 7.2%
	124,000	1-800-Flowers.com, Inc., Class A(a)		3,692,720
	333,000	CarParts.com, Inc.(a)		4,119,210

The accompanying notes are an integral part of these financial statements. 

18

NORTH STAR MICRO CAP FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2021

Shares			Fair Value
		COMMON STOCKS — 98.3% (Continued)
		E-COMMERCE DISCRETIONARY - 7.2% (Continued)
	47,000	PetMed Express, Inc.	$	1,285,920
				9,097,850
		ELECTRICAL EQUIPMENT - 6.0%
	35,250	Allied Motion Technologies, Inc.		1,390,613
	58,500	Napco Security Technologies, Inc.(a)		2,718,495
	923,000	Orion Energy Systems, Inc.(a)		3,479,710
				7,588,818
		ENGINEERING & CONSTRUCTION - 1.9%
	162,000	Great Lakes Dredge & Dock Corporation(a)		2,394,360
		FOOD - 1.3%
	9,000	Nathan’s Famous, Inc.		553,860
	55,000	Phibro Animal Health Corporation, Class A		1,077,450
				1,631,310
		HOME & OFFICE PRODUCTS - 2.9%
	326,000	ACCO Brands Corporation		2,692,760
	67,000	Hamilton Beach Brands Holding Company, Class A		1,005,000
				3,697,760
		HOME CONSTRUCTION - 1.9%
	94,902	Green Brick Partners, Inc.(a)		2,367,805
		HOUSEHOLD PRODUCTS - 2.7%
	18,000	Central Garden & Pet Company(a)		867,240
	335,468	Crown Crafts, Inc.		2,549,557
				3,416,797
		INDUSTRIAL INTERMEDIATE PROD - 4.1%
	165,700	Eastern Company (The)		4,159,899
	21,200	Lawson Products, Inc.(a)		1,020,356
				5,180,255
		LEISURE FACILITIES & SERVICES - 4.3%
	125,600	Century Casinos, Inc.(a)		1,639,080
	280,000	Del Taco Restaurants, Inc.		2,144,800
	121,000	Denny’s Corporation(a)		1,675,850
				5,459,730

The accompanying notes are an integral part of these financial statements. 

19

NORTH STAR MICRO CAP FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2021

Shares			Fair Value
		COMMON STOCKS — 98.3% (Continued)
		LEISURE PRODUCTS - 8.2%
	251,500	Escalade, Inc.	$	4,278,015
	58,500	Johnson Outdoors, Inc., Class A		6,086,340
				10,364,355
		MACHINERY - 5.5%
	21,900	Alamo Group, Inc.		3,114,618
	116,499	QEP Company, Inc.(b)		2,446,479
	17,500	Tennant Company		1,376,550
				6,937,647
		OIL & GAS PRODUCERS - 1.4%
	344,300	Evolution Petroleum Corporation		1,711,171
		REAL ESTATE OWNERS & DEVELOPERS - 1.0%
	75,000	Postal Realty Trust, Inc.		1,301,250
		RETAIL - DISCRETIONARY - 11.3%
	74,000	Boot Barn Holdings, Inc.(a)		9,053,160
	200,400	Build-A-Bear Workshop, Inc.(a)		3,418,824
	75,300	Ethan Allen Interiors, Inc.		1,694,250
				14,166,234
		TECHNOLOGY HARDWARE - 5.8%
	83,000	AstroNova, Inc.(a)		1,371,990
	222,200	Turtle Beach Corporation(a)		5,954,960
				7,326,950
		TELECOMMUNICATIONS - 1.2%
	208,000	Consolidated Communications Holdings, Inc.(a)		1,564,160
		TRANSPORTATION EQUIPMENT - 2.0%
	122,000	Blue Bird Corporation(a)		2,469,280
		WHOLESALE - DISCRETIONARY - 3.0%
	109,481	Acme United Corporation		3,827,138
		TOTAL COMMON STOCKS (Cost $77,168,676)		124,099,710

The accompanying notes are an integral part of these financial statements. 

20

NORTH STAR MICRO CAP FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2021

Shares			Fair Value
		SHORT-TERM INVESTMENTS — 1.7%
		MONEY MARKET FUNDS - 1.7%
	2,175,513	First American Treasury Obligations Fund, Class X, 0.01% (Cost $2,175,513)(d)	$	2,175,513
		TOTAL INVESTMENTS - 100.0% (Cost $79,344,189)	$	126,275,223
		OTHER ASSETS IN EXCESS OF LIABILITIES - 0.0%		6,029
		NET ASSETS - 100.0%	$	126,281,252

^(a) Non-income producing security.

^(b) Illiquid security. The total fair value of these securities as of November 30, 2021 was $2,641,599, representing 2.1% of net assets.

^(c) Affiliated Company North Star Micro Cap Fund holds in excess of 5% of outstanding voting securities of this issuer.

^(d) Rate disclosed is the seven day effective yield as of November 30, 2021.

The accompanying notes are an integral part of these financial statements. 

21

NORTH STAR DIVIDEND FUND

SCHEDULE OF INVESTMENTS

November 30, 2021

Shares			Fair Value
		COMMON STOCKS — 94.1%
		APPAREL & TEXTILE PRODUCTS - 4.7%
	93,000	Rocky Brands, Inc.	$	3,304,290
	34,000	Weyco Group, Inc.		837,420
				4,141,710
		ASSET MANAGEMENT - 4.7%
	82,000	Compass Diversified Holdings		2,362,420
	41,000	Sprott, Inc.		1,785,550
				4,147,970
		BANKING - 10.4%
	24,400	Bank of Hawaii Corporation		1,946,632
	76,500	Bar Harbor Bankshares		2,185,605
	73,000	First Hawaiian, Inc.		1,916,250
	47,200	Old National Bancorp		833,552
	26,500	Wintrust Financial Corporation		2,319,545
				9,201,584
		CHEMICALS - 4.0%
	87,500	Oil-Dri Corporation of America		2,913,750
	19,000	Valvoline, Inc.		647,330
				3,561,080
		COMMERCIAL SUPPORT SERVICES - 6.8%
	23,200	ABM Industries, Inc.		1,044,000
	212,800	BGSF, Inc.		2,979,200
	79,000	Healthcare Services Group, Inc.		1,382,500
	31,000	Resources Connection, Inc.		532,580
				5,938,280
		CONSTRUCTION MATERIALS - 1.4%
	30,100	Apogee Enterprises, Inc.		1,243,130
		CONTAINERS & PACKAGING - 1.9%
	27,000	Greif, Inc., Class A		1,638,360
		E-COMMERCE DISCRETIONARY - 2.5%
	81,600	PetMed Express, Inc.		2,232,576

The accompanying notes are an integral part of these financial statements. 

22

NORTH STAR DIVIDEND FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2021

Shares			Fair Value
		COMMON STOCKS — 94.1% (Continued)
		ELECTRIC UTILITIES - 6.1%
	31,500	NorthWestern Corporation	$	1,741,950
	43,000	Otter Tail Corporation		2,811,770
	20,000	Unitil Corporation		828,800
				5,382,520
		ELECTRICAL EQUIPMENT - 1.7%
	214,800	LSI Industries, Inc.		1,525,080
		FOOD - 0.6%
	14,000	Alico, Inc.		487,480
		GAS & WATER UTILITIES - 6.1%
	152,000	Global Water Resources, Inc.		2,617,440
	34,000	Northwest Natural Holding Company		1,466,080
	59,500	RGC Resources, Inc.		1,275,085
				5,358,605
		HOME & OFFICE PRODUCTS - 6.5%
	321,000	ACCO Brands Corporation		2,651,460
	64,000	Flexsteel Industries, Inc.		1,816,320
	110,000	Steelcase, Inc., Class A		1,230,900
				5,698,680
		HOUSEHOLD PRODUCTS - 3.5%
	410,000	Crown Crafts, Inc.		3,116,000
		INDUSTRIAL REIT - 7.6%
	10,300	Innovative Industrial Properties, Inc.		2,645,349
	193,000	Monmouth Real Estate Investment Corporation		4,008,610
				6,653,959
		INSURANCE - 1.2%
	325,840	Marketing Alliance, Inc. (The) (a)		1,058,979
		LEISURE PRODUCTS - 3.5%
	179,000	Escalade, Inc.		3,044,790

The accompanying notes are an integral part of these financial statements. 

23

NORTH STAR DIVIDEND FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2021

Shares			Fair Value
		COMMON STOCKS — 94.1% (Continued)
		MACHINERY - 2.8%
	62,000	Douglas Dynamics, Inc.	$	2,464,500
		OIL & GAS PRODUCERS - 3.4%
	600,000	Evolution Petroleum Corporation		2,982,000
		PUBLISHING & BROADCASTING - 2.5%
	92,250	DallasNews Corporation		611,618
	31,200	John Wiley & Sons, Inc., Class A		1,621,776
				2,233,394
		REAL ESTATE OWNERS & DEVELOPERS - 2.2%
	25,000	McGrath RentCorporation		1,932,500
		RETAIL - CONSUMER STAPLES - 0.8%
	34,000	Village Super Market, Inc., Class A		722,840
		RETAIL - DISCRETIONARY - 0.9%
	35,000	Ethan Allen Interiors, Inc.		787,500
		SPECIALTY FINANCE - 1.6%
	14,000	GATX Corporation		1,379,000
		TECHNOLOGY HARDWARE - 0.7%
	94,000	Pitney Bowes, Inc.		642,020
		TECHNOLOGY SERVICES - 1.0%
	20,500	Value Line, Inc.		830,250
		TELECOMMUNICATIONS - 2.5%
	122,500	Telephone and Data Systems, Inc.		2,165,800
		TIMBER REITS - 0.7%
	85,500	CatchMark Timber Trust, Inc., Class A		657,495

The accompanying notes are an integral part of these financial statements. 

24

NORTH STAR DIVIDEND FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2021

Shares			Fair Value
		COMMON STOCKS — 94.1% (Continued)
		TRANSPORTATION EQUIPMENT - 1.0%
	33,000	Trinity Industries, Inc.	$	874,500
		WHOLESALE - DISCRETIONARY - 0.8%
	21,000	Acme United Corporation		734,099
		TOTAL COMMON STOCKS (Cost $59,855,621)		82,836,681
		SHORT-TERM INVESTMENTS — 5.8%
		MONEY MARKET FUNDS - 5.8%
	5,062,490	First American Treasury Obligations Fund, Class X, 0.01% (Cost $5,062,490)(b)		5,062,490
		TOTAL INVESTMENTS - 99.9% (Cost $64,918,111)	$	87,899,171
		OTHER ASSETS IN EXCESS OF LIABILITIES - 0.1%		106,876
		NET ASSETS - 100.0%	$	88,006,047

REIT - Real Estate Investment Trust

^(a) Illiquid security. The total fair value of these securities as of November 30, 2021 was $1,058,979, representing 1.2% of net assets.

^(b) Rate disclosed is the seven day effective yield as of November 30, 2021.

The accompanying notes are an integral part of these financial statements. 

25

NORTH STAR BOND FUND

SCHEDULE OF INVESTMENTS

November 30, 2021

Shares					Fair Value
		PREFERRED STOCKS — 15.4%
		ASSET MANAGEMENT - 3.6%
	23,000	B Riley Financial, Inc., 6.375%			$	596,620
	19,576	Compass Diversified Holdings, 7.875%				532,859
						1,129,479
		BANKING - 4.4%
	18,000	Bank of America Corporation, 4.00%				447,480
	16,000	JPMorgan Chase & Company, 4.20%				396,320
	21,000	US Bancorp - Series F, 6.50%				532,139
						1,375,939
		ENTERTAINMENT CONTENT - 4.6%
	14,000	ViacomCBS, Inc., 5.75%				723,240
	700,000	ViacomCBS, Inc., 5.875%				697,589
						1,420,829
		INSTITUTIONAL FINANCIAL SERVICES - 0.8%
	250,000	Mellon Capital IV - Series 1, 4.00%				249,090
		REAL ESTATE INVESTMENT TRUSTS - 2.0%
	25,000	Monmouth Real Estate Investment Corporation - Series C, 6.125%				625,250
		TOTAL PREFERRED STOCKS (Cost $4,949,082)				4,800,587
Principal			Coupon Rate
Amount ($)			(%)	Maturity
		CONVERTIBLE BONDS — 10.9%
		ASSET MANAGEMENT — 1.9%
	575,000	Hercules Capital, Inc.	4.3750	02/01/22		591,839
		LEISURE PRODUCTS — 3.0%
	700,000	Winnebago Industries, Inc.	1.5000	04/01/25		934,063
		SPECIALTY FINANCE — 3.0%
	922,000	Blackstone Mortgage Trust, Inc.	4.7500	03/15/23		943,734

The accompanying notes are an integral part of these financial statements. 

26

NORTH STAR BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2021

Principal			Coupon Rate
Amount ($)			(%)	Maturity	Fair Value
		TRANSPORTATION EQUIPMENT — 3.0%
	925,000	Greenbrier Companies, Inc. (The)	2.8750	02/01/24	$	931,938
		TOTAL CONVERTIBLE BONDS (Cost $3,060,303)				3,401,574
		CORPORATE BONDS — 65.9%
		APPAREL & TEXTILE PRODUCTS — 3.9%
	1,200,000	Under Armour, Inc.	3.2500	06/15/26		1,224,756
		AUTOMOTIVE — 8.7%
	1,200,000	Ford Motor Company	7.1250	11/15/25		1,394,196
	1,200,000	Goodyear Tire & Rubber Company (The)	9.5000	05/31/25		1,297,518
						2,691,714
		CHEMICALS — 2.0%
	603,000	CF Industries, Inc.	3.4500	06/01/23		625,299
		ENTERTAINMENT CONTENT — 2.7%
	825,000	AMC Networks, Inc.	4.7500	08/01/25		839,631
		FOOD — 4.0%
	1,210,000	B&G Foods, Inc.	5.2500	04/01/25		1,230,685
		HEALTH CARE FACILITIES & SERVICES — 3.9%
	1,140,000	Owens & Minor, Inc.	4.3750	12/15/24		1,199,816
		HOME & OFFICE PRODUCTS — 3.8%
	1,150,000	Scotts Miracle-Gro Company (The)	5.2500	12/15/26		1,182,999
		INDUSTRIAL SUPPORT SERVICES — 0.7%
	100,000	Anixter, Inc.	5.5000	03/01/23		104,737
	104,000	Anixter, Inc.	6.0000	12/01/25		112,796
						217,533
		LEISURE FACILITIES & SERVICES — 10.3%
	1,172,000	Brinker International, Inc.	3.8750	05/15/23		1,203,486

The accompanying notes are an integral part of these financial statements. 

27

NORTH STAR BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2021

Principal			Coupon Rate
Amount ($)			(%)	Maturity	Fair Value
		CORPORATE BONDS — 65.9% (Continued)
		LEISURE FACILITIES & SERVICES — 10.3% (Continued)
	650,000	Marriott International, Inc.	2.1250	10/03/22	$	657,413
	1,169,000	Wendy’s International, LLC	7.0000	12/15/25		1,319,994
						3,180,893
		OIL & GAS PRODUCERS — 3.8%
	1,175,000	Murphy Oil Corporation	5.7500	08/15/25		1,196,664
		PUBLISHING & BROADCASTING — 3.8%
	1,142,000	Meredith Corporation	6.8750	02/01/26		1,181,262
		REAL ESTATE INVESTMENT TRUSTS — 4.5%
	1,300,000	IIP Operating Partnership, L.P.	5.5000	05/25/26		1,401,020
		SEMICONDUCTORS — 1.8%
	550,000	Advanced Micro Devices, Inc.	7.5000	08/15/22		575,132
		TECHNOLOGY HARDWARE — 4.1%
	1,200,000	Pitney Bowes, Inc.	6.2000	04/01/23		1,250,340
		TELECOMMUNICATIONS — 3.9%
	1,175,000	CenturyLink, Inc.	5.6250	04/01/25		1,225,925
		TRANSPORTATION EQUIPMENT — 4.0%
	1,200,000	Trinity Industries, Inc.	4.5500	10/01/24		1,256,376
		TOTAL CORPORATE BONDS (Cost $20,045,789)				20,480,045

The accompanying notes are an integral part of these financial statements. 

28

NORTH STAR BOND FUND

SCHEDULE OF INVESTMENTS (Continued)

November 30, 2021

Shares			Fair Value
		SHORT-TERM INVESTMENTS — 7.0%
		MONEY MARKET FUNDS - 7.0%
	2,180,761	First American Treasury Obligations Fund, Class X, 0.01% (Cost $2,180,761)(a)	$	2,180,761
		TOTAL INVESTMENTS - 99.2% (Cost $30,235,935)	$	30,862,967
		OTHER ASSETS IN EXCESS OF LIABILITIES - 0.8%		249,734
		NET ASSETS - 100.0%	$	31,112,701

LLC - Limited Liability Company

LP - Limited Partnership

REIT - Real Estate Investment Trust

^(a) Rate disclosed is the seven day effective yield as of November 30, 2021.

The accompanying notes are an integral part of these financial statements. 

29

North Star Funds

STATEMENTS OF ASSETS AND LIABILITIES

November 30, 2021

	North Star		North Star		North Star		North Star
	Opportunity		Micro Cap		Dividend		Bond
Assets:	Fund		Fund		Fund		Fund
Investments in Unaffiliated Securities at Cost	$	96,446,385	$	78,549,584	$	64,918,111	$	30,235,935
Investments in Non-controlled Affiliated Securities at Cost		—		794,605		—		—
Total Securities at Cost		96,446,385		79,344,189		64,918,111		30,235,935
Investments in Unaffiliated Securities at Value	$	177,893,334	$	126,080,103	$	87,899,171	$	30,862,967
Investments in Non-controlled Affiliated Securities at Value		—		195,120		—		—
Total Securities at Value		177,893,334		126,275,223		87,899,171		30,862,967
Cash		12,135		—		7,526		—
Dividends and Interest Receivable		473,588		91,607		213,703		297,811
Receivable for Fund Shares Sold		9,908		48,017		63		—
Prepaid Expenses and Other Assets		32,967		19,718		20,113		14,493
Total Assets		178,421,932		126,434,565		88,140,576		31,175,271
Liabilities:
Payable for Fund Shares Redeemed		9,737		—		9,120		—
Investment Advisory Fees Payable		147,116		108,243		76,642		21,967
Distribution (12b-1) Fees Payable		7,346		—		—		—
Payable to Related Parties		37,825		18,166		21,547		17,433
Audit and Tax Fees Payable		20,777		15,623		16,122		14,990
Accrued Expenses and Other Liabilities		12,646		11,281		11,098		8,180
Total Liabilities		235,447		153,313		134,529		62,570
Net Assets	$	178,186,485	$	126,281,252	$	88,006,047	$	31,112,701
Composition of Net Assets:
At November 30, 2021, Net Assets consisted of:
Paid-in-Capital	$	91,692,192	$	75,629,273	$	63,387,680	$	32,371,242
Accumulated Earnings/(Losses)		86,494,293		50,651,979		24,618,367		(1,258,541	)
Net Assets	$	178,186,485	$	126,281,252	$	88,006,047	$	31,112,701
Net Asset Value Per Share:
Class I Shares:
Net Assets	$	146,910,216	$	126,281,252	$	88,006,047	$	31,112,701
Shares of Beneficial Interest Outstanding ($0 par value, unlimited shares authorized)		7,344,951		3,022,974		3,755,814		3,277,849
Net Asset Value (Net Assets/Shares Outstanding), Offering Price and Redemption Price Per Share*	$	20.00	$	41.77	$	23.43	$	9.49
Class A Shares:
Net Assets	$	31,276,269
Shares of Beneficial Interest Outstanding ($0 par value, unlimited shares authorized)		1,560,076
Net Asset Value (Net Assets/Shares Outstanding) and Redemption Price Per Share*	$	20.05
Maximum Offering Price Per Share (Maximum Sales Charge of 5.75%)	$	21.27

* The Funds charge a fee of 2.00% on redemptions of shares held for less than 30 days.

The accompanying notes are an integral part of these financial statements.

30

North Star Funds

STATEMENTS OF OPERATIONS

For the Year Ended November 30, 2021

	North Star			North Star			North Star			North Star
	Opportunity Fund			Micro Cap Fund			Dividend Fund			Bond Fund
Investment Income
Dividends from Unaffiliated Investments	$	2,573,809		$	1,636,999		$	2,853,096		$	239,409
Interest		413,207			698			408			1,021,354
Total Investment Income		2,987,016			1,637,697			2,853,504			1,260,763
Expenses
Investment Advisory Fees		1,579,012			1,248,146			906,150			258,039
Administrative Service Fees		144,358			107,310			79,080			60,669
Third Party Administrative Servicing Fees		120,377			93,307			70,088			28,160
Distribution (12b-1) Fees - Class A		74,284			—			—			—
Accounting Service Fees		48,176			31,425			22,733			9,594
Trustees’ Fees and Expenses		29,084			31,832			29,111			27,600
Registration Fees		38,652			31,175			26,521			25,086
Transfer Agent Fees		30,433			23,689			24,242			14,766
Legal Fees		21,147			23,981			22,588			24,608
Audit and Tax Fees		15,401			16,425			16,425			16,060
Insurance Expense		12,778			9,527			8,051			4,049
Custodian Fees		18,011			11,323			9,391			4,778
Chief Compliance Officer Fees		15,515			11,879			9,195			7,524
Printing Expense		7,156			3,402			4,615			1,423
Other Expenses		4,158			3,459			2,782			1,513
Total Expenses		2,158,542			1,646,880			1,230,972			483,869
Fees Recaptured by the Advisor		48,610			—			—			—
Net Expenses		2,207,152			1,646,880			1,230,972			483,869
Net Investment Income (Loss)		779,864			(9,183	)		1,622,532			776,894
Net Realized and Unrealized Gain/(Loss) on Investments
Net Realized Gain/(Loss):
on Unaffiliated Investments		4,812,682			6,415,408			3,799,568			156,401
on Foreign Currency Transactions		1,749			—			1,341			—
Total Net Realized Gain		4,814,431			6,415,408			3,800,909			156,401
Net Change in Unrealized Appreciation (Depreciation):
on Unaffiliated Investments		23,191,979			9,295,792			9,115,093			(111,532	)
on Affiliated Investments		—			31,074			(421,337	)		—
on Foreign Currency Translations		(22	)		—			(45	)		—
Total Net Change in Unrealized Appreciation (Depreciation)		23,191,957			9,326,866			8,693,711			(111,532	)
Net Realized and Unrealized Gain on Investments		28,006,388			15,742,274			12,494,620			44,869
Net Increase in Net Assets Resulting From Operations	$	28,786,252		$	15,733,091		$	14,117,152		$	821,763

The accompanying notes are an integral part of these financial statements.

31

North Star Funds

STATEMENTS OF CHANGES IN NET ASSETS

	North Star Opportunity Fund
	For the Year			For the Year
	Ended			Ended
	November 30, 2021			November 30, 2020
Operations
Net Investment Income	$	779,864		$	1,056,990
Net Realized Gain on Investments		4,814,431			1,839,438
Net Change in Unrealized Appreciation on Investments		23,191,957			20,791,104
Net Increase in Net Assets Resulting From Operations		28,786,252			23,687,532
Distributions to Shareholders:
Return of Capital
Class I		—			(37,525	)
Class A		—			(10,641	)
Distributions Paid
Class I		(351,001	)		(706,388	)
Class A		(28,883	)		(156,028	)
Total Distributions Paid		(379,884	)		(910,582	)
Capital Shares of Beneficial Interest
Class I Shares:
Proceeds from Shares Sold (1,307,314 and 585,815 shares, respectively)		24,124,943			7,999,237
Distributions Reinvested (16,426 and 46,716 shares, respectively)		337,168			659,905
Cost of Shares Redeemed (820,031 and 486,266 shares, respectively)		(15,329,083	)		(6,476,129	)
Redemption Fee Proceeds		9,196			—
Total Class I Shares		9,142,224			2,183,013
Class A Shares:
Proceeds from Shares Sold (339,918 and 70,992 shares, respectively)		6,158,835			974,914
Proceeds from Shares Issued in Connection with Acquisition of Two Oaks
Diversified Growth & Income Fund (Note 11) (1,613,057 and 0 shares, respectively)		30,279,834			—
Distributions Reinvested (1,555 and 11,683 shares, respectively)		28,688			164,524
Cost of Shares Redeemed (2,001,900 and 833,652 shares, respectively)		(37,099,215	)		(11,734,433	)
Redemption Fee Proceeds		10			135
Total Class A Shares		(631,848	)		(10,594,860	)
Net Increase/(Decrease) in Net Assets From Shares of Beneficial Interest		8,510,376			(8,411,847	)
Total Increase in Net Assets		36,916,744			14,365,103
Net Assets
Beginning of Year		141,269,741			126,904,638
End of Year	$	178,186,485		$	141,269,741

The accompanying notes are an integral part of these financial statements.

32

North Star Funds

STATEMENTS OF CHANGES IN NET ASSETS

	North Star
	Micro Cap Fund
	For the Year			For the Year
	Ended			Ended
	November 30, 2021			November 30, 2020
Operations
Net Investment Income (Loss)	$	(9,183	)	$	(309	)
Net Realized Gain on Investments		6,415,408			122,133
Net Change in Unrealized Appreciation on Investments		9,326,866			24,660,530
Net Increase in Net Assets Resulting From Operations		15,733,091			24,782,354
Distributions to Shareholders:
Class I Shares:
Return of Capital		—			(155,381	)
Distributions Paid		(7,346	)		(218,429	)
Total Distributions to Shareholders		(7,346	)		(373,810	)
Capital Shares of Beneficial Interest
Class I Shares:
Proceeds from Shares Sold (497,920 and 165,311 shares, respectively)		21,879,552			4,871,028
Distributions Reinvested (180 and 12,564 shares, respectively)		6,491			330,168
Cost of Shares Redeemed (196,295 and 305,865 shares, respectively)		(8,599,627	)		(6,739,217	)
Redemption Fee Proceeds		7,163			571
Total Class I Shares		13,293,579			(1,537,450	)
Total Increase in Net Assets		29,019,324			22,871,094
Net Assets
Beginning of Year		97,261,928			74,390,834
End of Year	$	126,281,252		$	97,261,928

The accompanying notes are an integral part of these financial statements.

33

North Star Funds

STATEMENTS OF CHANGES IN NET ASSETS

	North Star
	Dividend Fund
	For the Year			For the Year
	Ended			Ended
	November 30, 2021			November 30, 2020
Operations
Net Investment Income	$	1,622,532		$	1,380,819
Net Realized Gain/(Loss) on Investments		3,800,909			(2,513,165	)
Net Change in Unrealized Appreciation on Investments		8,693,711			538,408
Net Increase/(Decrease) in Net Assets Resulting From Operations		14,117,152			(593,938	)
Distributions to Shareholders:
Class I Shares:
Return of Capital		—			(61,465	)
Distributions Paid		(1,400,205	)		(1,128,820	)
Total Distributions to Shareholders		(1,400,205	)		(1,190,285	)
Capital Shares of Beneficial Interest
Class I Shares:
Proceeds from Shares Sold (474,549 and 468,027 shares, respectively)		11,414,701			8,069,672
Distributions Reinvested (47,999 and 58,175 shares, respectively)		1,137,294			1,008,871
Cost of Shares Redeemed (523,013 and 713,756 shares, respectively)		(12,563,697	)		(12,246,246	)
Redemption Fee Proceeds		5,001			2,636
Total Class I Shares		(6,701	)		(3,165,067	)
Total Increase/(Decrease) in Net Assets		12,710,246			(4,949,290	)
Net Assets
Beginning of Year		75,295,801			80,245,091
End of Year	$	88,006,047		$	75,295,801

The accompanying notes are an integral part of these financial statements.

34

North Star Funds

STATEMENTS OF CHANGES IN NET ASSETS

	North Star
	Bond Fund
	For the Year			For the Year
	Ended			Ended
	November 30, 2021			November 30, 2020
Operations
Net Investment Income	$	776,894		$	846,753
Net Realized Gain/(Loss) on Investments		156,401			(1,676,779	)
Net Change in Unrealized Appreciation/(Depreciation) on Investments		(111,532	)		1,035,852
Net Increase in Net Assets Resulting From Operations		821,763			205,826
Distributions to Shareholders:
Class I Shares:
Total Distributions Paid		(849,571	)		(788,702	)
Capital Shares of Beneficial Interest
Class I Shares:
Proceeds from Shares Sold (467,289 and 487,476 shares, respectively)		4,498,836			4,528,185
Distributions Reinvested (70,641 and 68,516 shares, respectively)		678,123			636,667
Cost of Shares Redeemed (194,610 and 261,744 shares, respectively)		(1,873,718	)		(2,330,655	)
Redemption Fee Proceeds		—			1,650
Total Class I Shares		3,303,241			2,835,847
Total Increase in Net Assets		3,275,433			2,252,971
Net Assets
Beginning of Year		27,837,268			25,584,297
End of Year	$	31,112,701		$	27,837,268

The accompanying notes are an integral part of these financial statements.

35

North Star Funds

FINANCIAL HIGHLIGHTS

The table below sets forth financial data for one share of beneficial interest outstanding throughout each year.

	North Star Opportunity Fund
	Class I
	For the Year			For the Year			For the Year			For the Year			For the Year
	Ended			Ended			Ended			Ended			Ended
	November 30, 2021			November 30, 2020			November 30, 2019			November 30, 2018			November 30, 2017
Net Asset Value, Beginning of Year	$	16.71		$	14.00		$	13.52		$	13.47		$	12.18
Activity From Investment Operations:
Net investment income (a)		0.10			0.13			0.21			0.29			0.18
Net gain from securities (both realized and unrealized)		3.23			2.69			0.99			0.13			1.25
Total from operations		3.33			2.82			1.20			0.42			1.43
Less Distributions From:
Net investment income		(0.04	)		(0.10	)		(0.20	)		(0.25	)		(0.13	)
Net realized gains on investments		(0.00	) (b)		—			(0.52	)		(0.12	)		(0.01	)
Return of Capital		—			(0.01	)		—			—			—
Total Distributions		(0.04	)		(0.11	)		(0.72	)		(0.37	)		(0.14	)
Redemption Fees		0.00	(b)		—			0.00	(b)		—			—
Net Asset Value, End of Year	$	20.00		$	16.71		$	14.00		$	13.52		$	13.47
Total Return (c)		20.00	%		20.29	%		9.61	%		3.13	%		11.76	%
Ratios/Supplemental Data
Net assets, end of year (in 000’s)	$	146,910		$	114,330		$	93,761		$	84,473		$	81,108
Ratio to average net assets:
Expenses, Gross (d)		1.27	%		1.37	%		1.34	%		1.42	%		1.42	%
Expenses, Net of waiver or recapture		1.30	%		1.30	%		1.34	% (e)		1.42	%		1.42	%
Net investment income		0.52	%		0.90	%		1.58	%		2.11	%		1.40	%
Portfolio turnover rate		30	%		59	%		46	%		44	%		47	%

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

(b) Less than $0.005 per share.

(c) Total returns are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distributions, if any. Had the Adviser not absorbed a portion of the expenses for the year ended November 30, 2020, total returns would have been lower. Had the Advisor not recaptured expenses for the year ended November 30, 2021, total return would have been higher.

(d) Represents the ratio of expenses to average net assets absent any fee waivers, expense reimbursements and/or expense recapture by the Adviser.

(e) Effective February 19, 2019, the expense limitation was reduced to 1.30%.

The accompanying notes are an integral part of these financial statements.

36

North Star Funds

FINANCIAL HIGHLIGHTS

The table below sets forth financial data for one share of beneficial interest outstanding throughout each year.

	North Star Opportunity Fund
	Class A
	For the Year			For the Year			For the Year			For the Year			For the Year
	Ended			Ended			Ended			Ended			Ended
	November 30, 2021			November 30, 2020			November 30, 2019			November 30, 2018			November 30, 2017
Net Asset Value, Beginning of Year	$	16.76		$	14.05		$	13.57		$	13.51		$	12.22
Activity From Investment Operations:
Net investment income (a)		0.05			0.10			0.17			0.26			0.15
Net gain from securities (both realized and unrealized)		3.26			2.69			1.00			0.13			1.24
Total from operations		3.31			2.79			1.17			0.39			1.39
Less Distributions From:
Net investment income		(0.02	)		(0.07	)		(0.17	)		(0.21	)		(0.09	)
Net realized gains on investments		—			—			(0.52	)		(0.12	)		(0.01	)
Return of Capital		—			(0.01	)		—			—			—
Total Distributions		(0.02	)		(0.08	)		(0.69	)		(0.33	)		(0.10	)
Redemption Fees		0.00	(b)		0.00	(b)		0.00	(b)		—			—
Net Asset Value, End of Year		20.05			16.76			14.05			13.57			13.51
Total Return (c)		19.73	%		19.99	%		9.32	%		2.92	%		11.44	%
Ratios/Supplemental Data
Net assets, end of year (in 000’s)	$	31,276		$	26,940		$	33,143		$	16		$	17
Ratio to average net assets:
Expenses, Gross (d)		1.51	%		1.62	%		1.55	%		1.67	%		1.68	%
Expenses, Net of waiver or recapture		1.54	%		1.55	%		1.55	% (e)		1.67	%		1.68	%
Net investment income		0.26	%		0.67	%		1.27	%		1.86	%		1.15	%
Portfolio turnover rate		30	%		59	%		46	%		44	%		47	%

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

(b) Less than $0.005 per share.

(c) Total returns are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distributions, if any. Had the Adviser not absorbed a portion of the expenses for the years ended November 30, 2019 and November 30, 2020, total returns would have been lower. Had the Advisor not recaptured expenses for the year ended November 30, 2021, total return would have been higher.

(d) Represents the ratio of expenses to average net assets absent any fee waivers, expense reimbursements and/or expense recapture by the Adviser.

(e) Effective February 19, 2019, the expense limitation was reduced to 1.55%.

The accompanying notes are an integral part of these financial statements.

37

North Star Funds

FINANCIAL HIGHLIGHTS

The table below sets forth financial data for one share of beneficial interest outstanding throughout each year.

	North Star Micro Cap Fund
	Class I
	For the Year			For the Year			For the Year			For the Year			For the Year
	Ended			Ended			Ended			Ended			Ended
	November 30, 2021			November 30, 2020			November 30, 2019			November 30, 2018			November 30, 2017
Net Asset Value, Beginning of Year	$	35.74		$	26.11		$	26.86		$	29.47		$	28.02
Activity From Investment Operations:
Net investment income (loss) (a)		(0.00	) (b)		(0.00	) (b)		0.00	(b)		0.00	(b)		(0.05	)
Net gain (loss) from securities (both realized and unrealized)		6.03			9.76			0.97			(1.70	)		2.43
Total from operations		6.03			9.76			0.97			(1.70	)		2.38
Less Distributions From:
Net investment income		(0.00	) (b)		(0.08	)		(0.04	)		—			—
Net realized gains on investments		—			—			(1.62	)		(0.91	)		(0.93	)
Return of Capital		—			(0.05	)		(0.06	)		—			—
Total Distributions		(0.00	)		(0.13	)		(1.72	)		(0.91	)		(0.93	)
Redemption Fees		0.00	(b)		0.00	(b)		—			—			—
Net Asset Value, End of Year	$	41.77		$	35.74		$	26.11		$	26.86		$	29.47
Total Return (c)		16.88	%		37.57	%		4.26	%		(5.87	)%		8.71	%
Ratios/Supplemental Data
Net assets, end of year (in 000’s)	$	126,281		$	97,262		$	74,391		$	77,748		$	83,005
Ratio to average net assets:
Expenses		1.29	%		1.38	%		1.43	%		1.39	%		1.39	%
Net investment income (loss)		(0.01	)%		(0.00	)% (d)		0.02	%		0.01	%		(0.18	)%
Portfolio turnover rate		9	%		35	%		22	%		32	%		28	%

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

(b) Less than $0.005 per share.

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

(d) Less than 0.005%.

The accompanying notes are an integral part of these financial statements.

38

North Star Funds

FINANCIAL HIGHLIGHTS

The table below sets forth financial data for one share of beneficial interest outstanding throughout each year.

	North Star Dividend Fund
	Class I
	For the Year			For the Year			For the Year			For the Year			For the Year
	Ended			Ended			Ended			Ended			Ended
	November 30, 2021			November 30, 2020			November 30, 2019			November 30, 2018			November 30, 2017
Net Asset Value, Beginning of Year	$	20.05		$	20.35		$	20.09		$	21.93		$	20.46
Activity From Investment Operations:
Net investment income (a)		0.43			0.37			0.52			0.49			0.47
Net gain (loss) from securities (both realized and unrealized)		3.32			(0.35	)		1.04			(1.85	)		2.04
Total from operations		3.75			0.02			1.56			(1.36	)		2.51
Less Distributions From:
Net investment income		(0.37	)		(0.30	)		(0.51	)		(0.48	)		(0.46	)
Net realized gains on investments		—			—			(0.78	)		—			(0.51	)
Return of Capital		—			(0.02	)		(0.01	)		—			(0.07	)
Total Distributions		(0.37	)		(0.32	)		(1.30	)		(0.48	)		(1.04	)
Redemption Fees (b)		0.00			0.00			0.00			0.00			0.00
Net Asset Value, End of Year	$	23.43		$	20.05		$	20.35		$	20.09		$	21.93
Total Return (c)		18.70	%		0.36	%		8.46	%		(6.35	)%		12.74	%
Ratios/Supplemental Data
Net assets, end of year (in 000’s)	$	88,006		$	75,296		$	80,245		$	79,134		$	80,761
Ratio to average net assets:
Expenses		1.36	%		1.48	%		1.43	%		1.42	%		1.41	%
Net investment income		1.79	%		2.08	%		2.73	%		2.21	%		2.29	%
Portfolio turnover rate		12	%		54	%		15	%		20	%		18	%

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

(b) Less than $0.005 per share.

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

The accompanying notes are an integral part of these financial statements.

39

North Star Funds

FINANCIAL HIGHLIGHTS

The table below sets forth financial data for one share of beneficial interest outstanding throughout each year.

	North Star Bond Fund
	Class I
	For the Year			For the Year			For the Year			For the Year			For the Year
	Ended			Ended			Ended			Ended			Ended
	November 30, 2021			November 30, 2020			November 30, 2019			November 30, 2018			November 30, 2017
Net Asset Value, Beginning of Year	$	9.49		$	9.69		$	9.44		$	9.92		$	9.93
Activity From Investment Operations:
Net investment income (a)		0.25			0.31			0.34			0.35			0.32
Net gain (loss) from securities (both realized and unrealized)		0.02			(0.22	)		0.25			(0.48	)		(0.02	)
Total from operations		0.27			0.09			0.59			(0.13	)		0.30
Less Distributions From:
Net investment income		(0.27	)		(0.29	)		(0.34	)		(0.35	)		(0.31	)
Total Distributions		(0.27	)		(0.29	)		(0.34	)		(0.35	)		(0.31	)
Redemption Fees		—			0.00	(b)		0.00	(b)		0.00	(b)		—
Net Asset Value, End of Year	$	9.49		$	9.49		$	9.69		$	9.44		$	9.92
Total Return (c)		2.85	%		1.07	%		6.29	%		(1.34	)%		3.09	%
Ratios/Supplemental Data
Net assets, end of year (in 000’s)	$	31,113		$	27,837		$	25,584		$	22,539		$	23,056
Ratio to average net assets:
Expenses, Gross (d)		1.59	%		1.63	%		1.63	%		1.68	%		1.71	%
Expenses, Net of expense waiver or recapture		1.59	%		1.63	%		1.63	%		1.77	%		1.79	%
Net investment income		2.56	%		3.35	%		3.55	%		3.57	%		3.16	%
Portfolio turnover rate		42	%		55	%		33	%		23	%		26	%

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

(b) Less than $0.005 per share.

(c) Total return represents aggregate total return based on Net Asset Value. Total returns are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distributions, if any. Had the Adviser not recaptured previously waived expenses for the fiscal years ended November 30, 2018 and 2017, total returns would have been higher in those years.

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

The accompanying notes are an integral part of these financial statements.

40

North Star Funds

NOTES TO FINANCIAL STATEMENTS

November 30, 2021

1. ORGANIZATION

The North Star Opportunity Fund, the North Star Micro Cap Fund, the North Star Dividend Fund and the North Star Bond Fund (each a “Fund,” and together the “Funds”) are each a series of shares of beneficial interest of the Northern Lights Fund Trust II (the “Trust”), a trust organized under the laws of the State of Delaware on August 26, 2010, and are registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-ended management investment companies.

The diversification policy of each Fund is as follows:

Fund
North Star Opportunity Fund	Diversified
North Star Micro Cap Fund	Diversified
North Star Dividend Fund	Diversified
North Star Bond Fund	Diversified

The investment objective of each Fund is as follows:

Fund	Primary Objective
North Star Opportunity Fund	To seek long-term capital appreciation
North Star Micro Cap Fund	Capital appreciation and to derive income from short term liquid securities
North Star Dividend Fund	To generate dividend income and to seek capital appreciation
North Star Bond Fund	To generate income, with preservation of capital

The North Star Micro Cap Fund is the successor to the Kuby Gottlieb Special Value Fund, L.P. (the “Predecessor Micro Cap Fund”), which transferred its assets to the North Star Micro Cap Fund in connection with the North Star Micro Cap Fund’s commencement of operations. The North Star Dividend Fund is the successor to the North Star Dividend Fund, L.P. (the “Predecessor Dividend Fund”), which transferred its assets to the North Star Dividend Fund in connection with the North Star Dividend Fund’s commencement of operations. The North Star Opportunity Fund is the successor to the North Star Opportunity Fund, L.P. (the “Predecessor North Star Opportunity Fund”), which transferred its assets to the Fund in connection with the North Star Opportunity Fund’s commencement of operations. The Predecessor Funds were managed by the same adviser who currently manages the Funds, and have substantially similar investment objectives and strategies to those of the Funds. Each Fund commenced operations on the following dates:

Fund	Date
North Star Opportunity Fund	December 15, 2011
North Star Micro Cap Fund	May 31, 2013
North Star Dividend Fund	May 31, 2013
North Star Bond Fund	December 19, 2014

The North Star Micro Cap Fund, the North Star Dividend Fund and the North Star Bond Fund currently offer Class I shares. The North Star Opportunity Fund currently offers Class I and Class A shares. Class A shares are offered at net asset value plus a maximum sales charge of 5.75%. Class I shares are offered at net asset value. Each class represents an interest in the same assets of the Fund and classes are identical except for differences in their sales charge structures and ongoing service and distribution charges. All classes of shares have equal voting privileges except that each class has exclusive voting rights with respect to its service and/or distribution plans. The Funds’ income, expenses (other than class specific distribution fees) and realized and unrealized gains and losses are allocated proportionately each day based upon the relative net assets of each class.

41

North Star Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2021

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 preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Funds are investment companies and accordingly follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 “Financial Services – Investment Companies”.

Securities valuation – Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the primary exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ at the NASDAQ Official Closing Price. In the absence of a sale such securities shall be valued at the mean between the current bid and ask prices on the day of valuation. Short-term investments that mature in 60 days or less may be valued at amortized cost, provided such valuations represent fair value. Debt securities (other than short-term obligations) are valued each day by an independent pricing service approved by the 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 adviser does not believe that the round lot value provided by the independent pricing service reflects fair value of the Funds’ holding. Investments in open-ended investment companies are valued at net asset value.

The Funds may hold securities, such as private investments, interests in commodity pools, other non-traded securities or temporarily illiquid securities, for which market quotations are not readily available or are determined to be unreliable. These securities will be valued using the “fair value” procedures approved by the Board. The Board has delegated execution of these procedures to a fair value team composed of one or more representatives from each of the (i) Trust, (ii) administrator, and (iii) advisor. The team may also enlist third party consultants such as a valuation specialist at a public accounting firm, valuation consultant or financial officer of a security issuer on an as-needed basis to assist in determining a security-specific fair value. The Board has also engaged a 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 composed of one or more representatives from each of the (i) Trust, (ii) administrator, and (iii) adviser. The applicable investments are valued collectively via inputs from each of these groups. For example, fair value determinations are required for the following securities: (i) securities for which market quotations are insufficient or not readily available on a particular business day (including securities for which there is a short and temporary lapse in the provision of a price by the regular pricing source), (ii) securities for which, in the judgment of the adviser, the prices or values available do not represent the fair value of the instrument. Factors which may cause the adviser to make such a judgment include, but are not limited to, the following: only a bid price or an 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 the 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

42

North Star Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2021

adjusted for pool expenses. Restricted or illiquid securities, such as private investments or non-traded securities are valued via inputs from the adviser based upon the current bid for the security from two or more independent dealers or other parties reasonably familiar with the facts and circumstances of the security (who should take into consideration all relevant factors as may be appropriate under the circumstances). If the adviser is unable to obtain a current bid from such independent dealers or other independent parties, the fair value 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 Fund has the ability to access.

Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on 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 Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

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

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

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following tables summarize the inputs used as of November 30, 2021 for the Funds’ investments measured at fair value:

43

North Star Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2021

North Star Opportunity Fund
Assets *	Level 1		Level 2		Level 3		Total
Common Stocks	$	147,044,535	$	—	$	—	$	147,044,535
Preferred Stocks		5,868,756		—		—		5,868,756
Corporate Bonds		—		15,272,607		—		15,272,607
Short-Term Investments		9,707,436		—		—		9,707,436
Total	$	162,620,727	$	15,272,607	$	—	$	177,893,334
North Star Micro Cap Fund
Assets *	Level 1		Level 2		Level 3		Total
Common Stocks	$	121,458,111	$	2,641,599	$	—	$	124,099,710
Short-Term Investments		2,175,513		—		—		2,175,513
Total	$	123,633,624	$	2,641,599	$	—	$	126,275,223
North Star Dividend Fund
Assets *	Level 1		Level 2		Level 3		Total
Common Stocks	$	81,777,702	$	1,058,979	$	—	$	82,836,681
Short-Term Investments		5,062,490		—		—		5,062,490
Total	$	86,840,192	$	1,058,979	$	—	$	87,899,171
North Star Bond Fund
Assets *	Level 1		Level 2		Level 3		Total
Preferred Stocks	$	4,800,587	$	—	$	—	$	4,800,587
Convertible Bonds		—		3,401,574		—		3,401,574
Corporate Bonds		—		20,480,045		—		20,480,045
Short-Term Investments		2,180,761		—		—		2,180,761
Total	$	6,981,348	$	23,881,619	$	—	$	30,862,967

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

* Refer to the Schedules of Investments for security classifications.

Security Transactions and Investment 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 Taxes – Each Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and will distribute all of its taxable income, if any, to shareholders. Accordingly, no provision for Federal income taxes is required in the financial statements.

Each Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Funds tax positions and has concluded

44

North Star Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2021

that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years November 30, 2018 to November 30, 2020 or expected to be taken in the Fund’s November 30, 2021 tax returns. Each Fund identifies its major tax jurisdictions as U.S. Federal, Ohio and foreign jurisdictions where the Fund may make significant investments. However, 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.

Distributions to Shareholders – The following table summarizes each Fund’s Investment Income and Capital Gain declaration policy:

Fund	Income Dividends	Capital Gains
North Star Opportunity Fund	Quarterly	Annually
North Star Micro Cap Fund	Annually	Annually
North Star Dividend Fund	Monthly	Annually
North Star Bond Fund	Monthly	Annually

Each Fund records dividends and distributions to its shareholders on the ex-dividend date. Dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are considered either temporary (e.g., deferred losses, capital loss carryforwards) or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification. Any such reclassifications will have no effect on net assets, results of operations or net asset values per share of each Fund.

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. Each Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the risk of loss due to these warranties and indemnities appears to be remote.

3. INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES

Advisory Fees – North Star Investment Management Corp. serves as the Funds’ Investment Adviser (the “Adviser”). Pursuant to an Investment Advisory Agreement with the Funds, the Adviser, under the oversight of the Board, directs the daily operations of the Funds and supervises the performance of administrative and professional services provided by others. Under the terms of the Advisory Agreement, the Adviser receives monthly fees calculated at an annual rate of the average daily net assets of each Fund:

Fund	Advisory Fee
North Star Opportunity Fund	1.00% on the first $100 million in net assets
	0.90% on net assets greater than $100 million
North Star Micro Cap Fund*	1.00% on the first $100 million in net assets
	0.90% on net assets greater than $100 million
North Star Dividend Fund*	1.00% on the first $100 million in net assets
	0.90% on net assets greater than $100 million
North Star Bond Fund	0.85%

45

North Star Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2021

* Effective April 1, 2021. Previously, the advisory fee was 1.00% for North Star Micro Cap and North Star Dividend. For the year ended November 30, 2021, the Adviser earned advisory fees of:

Fund	Advisory Fee
North Star Opportunity Fund	$	1,579,012
North Star Micro Cap Fund		1,248,146
North Star Dividend Fund		906,150
North Star Bond Fund		258,039

The Adviser has contractually agreed, at least until March 31, 2023 for the North Star Micro Cap, North Star Dividend and North Star Bond Funds, or as in the case of North Star Opportunity through March 31, 2024, to waive all or part of its management fees and/or make payments to limit Funds expenses (exclusive of any front-end or contingent deferred loads, taxes, leverage interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, dividend expense on securities sold short, acquired fund fees and expenses, or extraordinary expenses such as litigation) so that the total annual operating expenses of the Funds do not exceed 1.55% and 1.30% of the North Star Opportunity Fund’s average net assets, for Class A and Class I shares, respectively, 1.74% of the North Star Micro Cap Fund’s average net assets for Class I shares, 1.74% of the North Star Dividend Fund’s average net assets for Class I shares and 1.79% of the North Star Bond Fund’s average net assets for Class I shares. For the year ended November 30, 2021, the Adviser did not waive any fees.

If the Adviser waives any fee or reimburses any expense pursuant to the Waiver Agreement, and the Fund’s Operating Expenses are subsequently less than 1.55% and 1.30% of the North Star Opportunity Fund’s average daily net assets attributable to Class A and Class I shares, respectively, 1.74% of the North Star Micro Cap Fund’s and North Star Dividend Fund’s average daily net assets for Class I shares and 1.79% of the North Star Bond Fund’s average daily net assets for Class I shares, the Adviser shall be entitled to recapture by the Funds for such waived fees or reimbursed expenses provided that such reimbursement does not cause the Funds expenses to exceed 1.55% and 1.30% of the North Star Opportunity Fund’s average daily net assets for Class A and Class I shares, respectively, 1.74% of the North Star Micro Cap Fund’s and North Star Dividend Fund’s average daily net assets for Class I shares and 1.79% of the North Star Bond Fund’s average daily net assets for Class I shares. If Fund Operating Expenses subsequently exceed 1.55% and 1.30% of the North Star Opportunity Fund’s Class A and Class I shares respectively, 1.74% of the North Star Micro Cap Fund’s and North Star Dividend Fund’s Class I shares and 1.79% of the North Star Bond Fund’s Class I shares per annum of the average daily net assets, the reimbursements shall be suspended. The North Star Opportunity fund had recaptured fees in the amount of $48,610 for the year ended November 30, 2021.

The Adviser may seek reimbursement only for expenses waived or paid by it during the three fiscal years prior to such reimbursement; provided, however, that such expenses may only be reimbursed to the extent they were waived or paid after the date of the Waiver Agreement (or any similar agreement.) The Adviser may recapture expenses only if the expenses are below the expense limitation at the time of the waiver, for North Star Opportunity Fund. The Board may terminate this expense reimbursement arrangement at any time. For the fiscal year ended November 30, 2021, the North Star Micro Cap, North Star Dividend and North Star Bond Funds had no recapture available. Cumulative expenses subject to recapture pursuant to the aforementioned conditions as of November 30, 2021 will expire on November 30 of the following years:

Fund	Amount		Expiring
North Star Opportunity Fund	$	32,002		2023

Distributor – The Board has adopted the Trust’s Master Distribution and Shareholder Service Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. The distributor of the Funds is Northern Lights Distributors, LLC (the “Distributor”). The

46

North Star Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2021

Board of Trustees of the Northern Lights Fund Trust II has adopted, on behalf of the North Star Opportunity Fund, a Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “Plan”), as amended, to pay for certain distribution activities and shareholder services. Under the Plan, the Fund is permitted to pay 0.25% per year of its average daily net assets of Class A shares for such distribution and shareholder service activities. For the year ended November 30, 2021, the North Star Opportunity Fund Class A shares incurred $74,284 in distribution fees.

The Distributor acts as the Funds’ principal underwriter in a continuous offering of each Fund’s shares. For the year ended November 30, 2021, the Distributor received $5,293 in underwriting commissions, of which $523 was retained by the principal underwriter for sales of the North Star Opportunity Fund’s Class A shares.

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

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

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

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

4. INVESTMENT TRANSACTIONS

The cost of purchases and proceeds from the sale of securities, other than short-term securities, for the year ended

November 30, 2021 were as follows:

Fund	Purchases			Sales
North Star Opportunity Fund	$	60,596,273	*	$	41,847,716
North Star Micro Cap Fund		32,117,567			10,752,958
North Star Dividend Fund		10,115,475			12,103,351
North Star Bond Fund		20,240,817			16,759,036

* The cost of securities received in conjunction with the reorganization were excluded from this amount.

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 November 30, 2021, NFS LLC held approximately 60.9% of the voting securities the North Star Opportunity Fund, 66.7% of the North Star Micro Cap Fund, 74.7% of the North Star Dividend Fund and 79.9% of the North Star Bond Fund. The Trust has no knowledge as to whether all or any portion of the shares owned of record are also beneficially owned by NFS LLC.

47

North Star Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2021

6. REDEMPTION FEES

The Funds may assess a short-term redemption fee of 2.00% 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 November 30, 2021 the North Star Opportunity Fund had $9,196 and $10 in redemption fees for Class I and Class A, respectively. The North Star Micro Cap Fund had $7,163 in redemption fees, the North Star Dividend Fund had $5,001 in redemption fees and the North Star Bond Fund had $0 in redemption fees.

7. INVESTMENTS IN AFFILIATED ISSUERS

An affiliated issuer is an issuer in which the Fund has ownership of at least 5% of the voting securities. Issuers which are affiliates of the North Star Micro Cap Fund at November 30, 2021, are noted in the Fund’s Schedule of Investments.

Transactions during the period with companies which are affiliates are as follows:

North Star Micro Cap Fund

											Net Change in
							Dividends				Unrealized
	Fair Value						Credited to		Realized		Appreciation		Fair Value
Description	11/30/2020		Purchases		Sales		Income		Gain/(Loss)		(Depreciation)		11/30/2021
Truett-Hurst, Inc. - Class A	$	164,046	$	—	$	—	$	—	$	—	$	31,074	$	195,120

8. AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION

The identified cost of investments in securities owned by each Fund for federal income tax purposes, and their respective gross unrealized appreciation and depreciation at November 30, 2021, were as follows:

								Net Unrealized
			Gross Unrealized		Gross Unrealized			Appreciation/
Fund	Tax Cost		Appreciation		Depreciation			(Depreciation)
North Star Opportunity Fund	$	95,119,927	$	83,822,040	$	(1,048,633	)	$	82,773,407
North Star Micro Cap Fund		79,401,437		48,980,066		(2,106,280	)		46,873,786
North Star Dividend Fund		65,226,866		25,901,774		(3,229,469	)		22,672,305
North Star Bond Fund		30,246,307		965,221		(348,561	)		616,660

48

North Star Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2021

9. DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

The tax character of fund distributions for the following years was as follows:

	For the period ended November 30, 2021						For the period ended November 30, 2020
	Ordinary		Long-Term				Ordinary		Return of
Fund	Income		Capital Gains		Total		Income		Capital		Total
North Star Opportunity Fund	$	343,830	$	36,054	$	379,884	$	862,416	$	48,166	$	910,582
North Star Micro Cap Fund		—		7,346		7,346		218,429		155,381		373,810
North Star Dividend Fund		1,400,205		—		1,400,205		1,128,820		61,465		1,190,285
North Star Bond Fund		849,571		—		849,571		788,702		—		788,702

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

	Undistributed		Undistributed		Post October Loss			Capital Loss			Other			Unrealized		Total
	Ordinary		Long-Term		and			Carry			Book/Tax			Appreciation/		Accumulated
Fund	Income		Capital Gains		Late Year Loss			Forwards			Differences			(Depreciation)		Earnings/(Deficits)
North Star Opportunity Fund	$	—	$	3,774,943	$	—		$	—		$	(54,035	)	$	82,773,385	$	86,494,293
North Star Micro Cap Fund		—		3,789,766		(68,821	)		—			57,248			46,873,786		50,651,979
North Star Dividend Fund		5,608		1,499,722		—			—			490,711			22,672,326		24,668,367
North Star Bond Fund		59,555		—		—			(1,934,756	)		—			616,660		(1,258,541	)

The difference between book basis and tax basis unrealized appreciation (depreciation), undistributed ordinary income (loss) and accumulated net realized gain (loss) from investments is primarily attributable to the tax deferral of losses on wash sales, adjustments for tax gain/loss due to the Funds’ conversion from limited partnerships, unamortized organizational costs from fund mergers and tax adjustments for partnerships, trust preferred securities, C-Corporations with return of capital distributions and perpetual bonds.

Late year losses incurred after December 31 within the fiscal year are deemed to arise on the first business day of the following fiscal year for tax purposes. The following Funds incurred and elected to defer such late year losses as follows:

Fund	Late Year Losses
North Star Micro Cap Fund	$	68,821

At November 30, 2021, the following Funds had capital loss carry forwards for federal income tax purposes available to offset future capital gains as follows:

	Non-Expiring
Fund	Short-Term		Long-Term		Total		CLCF Utilized
North Star Opportunity Fund	$	—	$	—	$	—	$	931,381
North Star Micro Cap Fund		—		—		—		2,568,304
North Star Dividend Fund		—		—		—		2,276,891
North Star Bond Fund		772,101		1,162,655		1,934,756		142,482

Permanent book and tax differences, primarily attributable to net operating losses, non-deductible expenses, adjustments for the tax gain/loss due to the Funds’ conversion from limited partnerships and adjustments for fund mergers, resulted in reclassification for the following Funds for the year ended November 30, 2021 as follows:

49

North Star Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2021

	Paid			Accumulated
	In			Earnings
Fund	Capital			(Losses)
North Star Opportunity Fund	$	(628,404	)	$	628,404
North Star Micro Cap Fund		(114,791	)		114,791
North Star Dividend Fund		(129,272	)		129,272
North Star Bond Fund		(809	)		809

10. 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 the Fund’s portfolio 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 may result in market volatility and may have long term effects on both the U.S. and global financial markets. 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 Fund investment.

11. FUND REORGANIZATION

On May 7, 2021, the North Star Opportunity Fund acquired the assets and certain liabilities of the Two Oaks Diversified Growth and Income Fund (the “Acquired Fund”), pursuant to a plan of reorganization, approved by the Board of Trustees of the Trust, of both the Acquired Fund and the North Star Opportunity Fund. Total shares issued by the North Star Opportunity Fund and the total net assets of the Acquired Fund and the North Star Opportunity Fund on the date of the transfer were as follows:

								Cost of
	Shares		Total Net			Total Net Assets		Investments
	issued by		Assets of the			of the Fund after		Received from
Acquired Fund	the Fund		Acquired Fund			Merger		Acquired Fund
Two Oaks Diversified Growth and Income Fund		1,613,057	$	30,279,834	*	$	180,826,787	$	16,579,239

* The net assets of the Acquired Fund includes cash of $2,359,112 and other assets in excess of other liabilities of $2,265.

As part of the reorganization, for each share they held, shareholders of the Acquired Fund received 0.8828 of the Class A Shares of the North Star Opportunity Fund.

The total net assets of the Acquired Fund before acquisition included unrealized appreciation of $11,339,218. Total net assets of the North Star Opportunity Fund immediately after the transfer were $180,826,787. The transaction was structured to qualify as a tax-free reorganization under the Internal Revenue Code of 1986, as amended.

Because the combined investment portfolios have been managed as a single portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of the Acquired Fund that have been included in the North Star Opportunity Fund’s accompanying Statement of Operations since the close of business on May 7, 2021.

50

North Star Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2021

12. NEW ACCOUNTING PRONOUNCEMENT

In March 2020, FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (’‘ASU 2020-04’’). The amendments in ASU 2020-04 provide optional temporary financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of LIBOR and other interbank-offered based reference rates as of the end of 2021. ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022. Management is currently evaluating the impact, if any of applying this ASU.

13. SUBSEQUENT EVENTS

Subsequent events have been evaluated from the date of the Statement of Assets and Liabilities 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.

51

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Northern Lights Fund Trust II

And the Shareholders of North Star Opportunity Fund, North Star Micro Cap Fund,

North Star Dividend Fund and North Star Bond Fund

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of North Star Opportunity Fund, North Star Micro Cap Fund, North Star Dividend Fund and North Star Bond Fund (collectively, the Funds), each a separate series of the Northern Lights Fund Trust II, including the schedules of investments, as of November 30, 2021, the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the related notes to the financial statements (collectively, the financial statements), and the financial highlights for each of the five years in the period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Funds as of November 30, 2021, the results of their operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements and financial highlights 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 U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of investments owned as of November 30, 2021, by correspondence with the custodians. 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.

/s/ RSM US LLP

We have served as the auditor of one or more investment companies in the North Star fund complex since 2015.

Denver, Colorado

January 31, 2022

52

North Star Funds

LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)

November 30, 2021

The Funds have adopted and implemented a written liquidity risk management program as required by Rule 22e-4 (the “Liquidity Rule”) under the 1940 Act. The program is reasonably designed to assess and manage the Funds’ liquidity risk, taking into consideration, among other factors, the Funds’ investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions; its short and long-term cash flow projections; and its cash holdings and access to other funding sources.

During the fiscal year ended November 30, 2021 the Trust’s Liquidity Risk Management Program Committee (the “Committee”) reviewed the Funds’ investments and determined that the Funds held adequate levels of cash and highly liquid investments to meet shareholder redemption activities in accordance with applicable requirements. Accordingly, the Committee concluded that (i) the Funds’ liquidity risk management program is reasonably designed to prevent violations of the Liquidity Rule and (ii) the Funds’ liquidity risk management program has been effectively implemented.

53

North Star Funds

EXPENSE EXAMPLE (Unaudited)

November 30, 2021

As a shareholder of each Fund you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases of Class A shares; (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other mutual funds. Please note, the expenses shown in the tables are meant to highlight ongoing costs only and do not reflect any transactional costs.

This example is based on an investment of $1,000 invested for the period of time as indicated in the table below.

Actual Expenses: The first line of the table provides information about actual account values and actual expenses. You may use the information in this line, 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 first line under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during the period.

Hypothetical Examples for Comparison Purposes: The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

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

	Beginning	Ending	Expenses Paid
	Account Value	Account Value	During Period	Fund’s Annualized
Actual	6/1/2021	11/30/2021	6/1/2021 – 11/30/21*	Expense Ratio
North Star Opportunity Fund
Class I	$1,000.00	$1,066.40	$6.73	1.30%
Class A	$1,000.00	$1,065.40	$8.03	1.55%
North Star Micro Cap Fund
Class I	$1,000.00	$890.40	$6.26	1.32%
North Star Dividend Fund
Class I	$1,000.00	$929.60	$6.58	1.36%
North Star Bond Fund
Class I	$1,000.00	$997.50	$8.06	1.61%

* 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 (183) divided by the number of days in the fiscal year (365).

54

North Star Funds

EXPENSE EXAMPLE (Unaudited) (Continued)

November 30, 2021

	Beginning	Ending	Expenses Paid
Hypothetical	Account Value	Account Value	During Period	Fund’s Annualized
(5% return before expenses)	6/1/2021	11/30/2021	6/1/2021 – 11/30/2021*	Expense Ratio
North Star Opportunity Fund
Class I	$1,000.00	$1,018.55	$6.58	1.30%
Class A	$1,000.00	$1,017.30	$7.84	1.55%
North Star Micro Cap Fund
Class I	$1,000.00	$1,018.45	$6.68	1.32%
North Star Dividend Fund
Class I	$1,000.00	$1,018.25	$6.88	1.36%
North Star Bond Fund
Class I	$1,000.00	$1,017.00	$8.14	1.61%

* 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 (183) divided by the number of days in the fiscal year (365).

55

North Star Funds

Additional Information (Unaudited)

November 30, 2021

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

At a Regular meeting (the “Meeting”) of the Board of Trustees (the “Board”) of Northern Lights Fund Trust II (the “Trust”) held on October 18 and 19, 2021, the Board, including the disinterested Trustees (the “Independent Trustees”), considered the renewal of the Investment Advisory Agreement between the Trust, on behalf of the North Star Opportunity Fund, North Star Dividend Fund, North Star Micro Cap Fund and the North Star Bond Fund (the “North Star Funds”) and North Star Investment Management Corporation (“North Star”) (the “North Star Advisory Agreement”).

Based on their evaluation of the information provided by North Star, in conjunction with each North Star Fund’s other service providers, the Board, by a unanimous vote (including a separate vote of the Independent Trustees), approved the North Star Advisory Agreement with respect to each of the North Star Funds.

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

The Board then reviewed and discussed the written materials that were provided in advance of the Meeting and deliberated on the renewal of the North Star Advisory Agreement. The Board relied upon the advice of independent legal counsel and their own business judgment in determining the material factors to be considered in evaluating the North Star Advisory Agreement and the weight to be given to each such factor. The conclusions reached by the Board were based on a comprehensive evaluation of all of the information provided and were not the result of any one factor. Moreover, each Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the North Star Advisory Agreement. In considering the renewal of the North Star Advisory Agreement, the Board reviewed and analyzed various factors that they determined were relevant, including the factors enumerated below.

Nature, Extent and Quality of Services. The Board reviewed materials provided by North Star related to the proposed renewal of the North Star Advisory Agreement with respect to each of the North Star Funds, including its Form ADV and related schedules, a description of the manner in which investment decisions were made and executed, a review of the personnel performing services for each of the North Star Funds, including the individuals that primarily monitor and execute the investment process. The Board discussed the extent of the research capabilities, the quality of North Star’s compliance infrastructure and the experience of its investment advisory personnel. The Board noted that North Star was an experienced investment adviser with seasoned senior management and that the performance of the North Star Funds supported the quality and experience of the staff. Additionally, the Board received satisfactory responses from the representatives of North Star with respect to a series of important questions, including: whether North Star was involved in any lawsuits or pending regulatory actions; whether the advisory services provided to its other accounts would conflict with the advisory services provided to each of the North Star Funds; whether there were procedures in place to adequately allocate trades among its respective clients; and whether North Star’s CCO had processes in place to review the portfolio managers’ performance of their duties to ensure compliance under North Star’s compliance program. The Board reviewed the information provided on the practices for monitoring compliance with each of the North Star Fund’s investment limitations and discussed North Star’s compliance program with the CCO of the Trust. The Board noted that

56

North Star Funds

Additional Information (Unaudited) (Continued)

November 30, 2021

the CCO of the Trust continued to represent that North Star’s policies and procedures were reasonably designed to prevent violations of applicable federal securities laws. The Board also noted North Star’s representation that the prospectus and statement of additional information for the North Star Funds accurately describe the investment strategies of each of the North Star Funds. The Board then reviewed the capitalization of North Star based on financial information provided by and representations made by North Star and its representatives and concluded that North Star was sufficiently well-capitalized, or that its principals have the ability to make additional contributions, in order to meet its obligations to each of the North Star Funds. The Board concluded that North Star had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the North Star Advisory Agreement and that the nature, overall quality and extent of the advisory services to be provided by North Star to each of the North Star Funds were satisfactory.

Performance. The Board discussed the report prepared by Broadridge and reviewed the performance as compared to its peer group, Morningstar category and benchmark for the one year, three year, five year and since inception periods ended September 30, 2021, for each of North Star Opportunity, North Star Micro Cap, North Star Dividend, and North Star Bond. With respect to North Star Opportunity, the Board noted that North Star Opportunity outperformed its peer group median and benchmark, the Morningstar Moderately Aggressive Target Risk, and was nearly on par with its Morningstar category median for the one year period, outperformed its peer group median and Morningstar category median but underperformed its benchmark for the three year period, outperformed its peer group median, Morningstar category median and benchmark for the five year period, and outperformed its benchmark, equaled its peer group median but underperformed its Morningstar category median for the since inception period. The Board reviewed the performance of North Star Micro Cap noting that North Star Micro Cap had underperformed its benchmark, peer group median and Morningstar category median for the one year period yet outperformed its benchmark, peer group median and Morningstar category median for the three year, five year and since inception periods. The Board next reviewed the performance of North Star Dividend noting that North Star Dividend had underperformed its benchmark, peer group median and Morningstar category median for the one year period, underperformed its peer group median and Morningstar category median yet out performed its benchmark for the three year and five year periods. The Board also noted that North Star Dividend outperformed its peer group median and benchmark yet slightly underperformed its Morningstar category median for the since inception period. The Board also reviewed the performance of North Star Bond noting that North Star Bond had underperformed its benchmark and peer group median yet outperformed its Morningstar category median for the one year period. The Board further noted that North Star Bond had underperformed its benchmark, peer group median and Morningstar category for the three year, five year and since inception periods. The Board noted that the North Star Bond’s short duration during a sharply declining interest rate environment contributed to the Fund’s recent underperformance. After further discussion, the Board concluded that the performance of each of North Star Opportunity, North Star Micro Cap, North Star Dividend and North Star Bond was acceptable although the Board would continue to monitor the performance of each.

Fees and Expenses. As to the costs of the services provided by North Star, the Board reviewed and discussed each of the North Star Fund’s advisory fee and total operating expenses as compared to its peer group and its Morningstar category as presented in the Broadridge Report. The Board noted that the advisory fee for each North Star Fund was near or at the high end of its respective peer group and Morningstar category ranges. The Board further noted that North Star Opportunity, North Star Micro Cap and North Star Dividend were each being charged a 1.00% advisory fee by North Star which was above the Morningstar category median and peer group median for each Fund although not the highest in their respective peer groups. The Board also noted that, with respect to each of North Star Opportunity, North Star Micro Cap and North Star Dividend, the advisory fee was reduced to 0.90% on assets above $100 million. With respect to North Star Bond, the Board noted the Fund’s 0.85% advisory fee was also higher than the peer group median and Morningstar category median and that the Fund’s higher net expense ratio may be explained by relatively lower asset levels than its peers and less ability to benefit from economies of scale.

The Board discussed North Star’s similarly managed accounts which were comparable to North Star Micro Cap and North Star Dividend noting the advisory fee of 0.50% was substantially less than the 1.00% advisory fee charged by

57

North Star Funds

Additional Information (Unaudited) (Continued)

November 30, 2021

North Star for those Funds. The Board noted, however, that North Star had represented to the Board that it charged a lower fee for such accounts as they are sub-advisory accounts where North Star only manages a portion of an account portfolio, did not have direct contact with the client and overall North Star provided fewer services to such accounts.

The Board then reviewed the contractual arrangements for each of the North Star Funds, which stated that North Star had agreed to waive or limit its advisory fee and/or reimburse expenses at least until March 31, 2023 or as in the case of North Star Opportunity through March 31, 2024, in order to limit net annual operating expenses, exclusive of certain fees, so as not to exceed: 1.55%, 1.55%, and 1.30%, of North Star Opportunity’s average annual net assets for Class A, Class R and Class I Shares, respectively; 2.24%, 1.74%, 1.99% of North Star Dividend’s average annual net assets for Class A, Class I and Class R shares, respectively; 2.24%, 1.74%, and 1.99% of North Star Micro Cap’s average annual net assets for Class A, Class I, Class R shares, respectively; and 2.04%, 1.79% and 2.29% of North Star Bond’s average annual net assets for Class A, Class I shares and Class R shares, respectively. The Board found such arrangements to be beneficial to shareholders. The Board further noted that each North Star Fund was currently operating below each of these expense caps. The Board concluded that based on North Star’s experience, expertise and services provided to the Funds, the advisory fee charged by North Star for each North Star Fund, although at or near the high end of each North Star Fund’s peer group, was not unreasonable.

Profitability. The Board also considered the level of profits that could be expected to accrue to North Star with respect to each of North Star Opportunity, North Star Dividend, North Star Micro Cap, and North Star Bond based on profitability reports and profitability analyses provided by North Star with respect to each North Star Fund. The Board also reviewed the selected financial information of North Star provided by North Star. After review and discussion, the Board concluded that the anticipated profit from North Star’s relationship with each of the North Star Funds was not excessive.

Economies of Scale. As to the extent to which each of the North Star Funds would realize economies of scale as it grew, and whether the fee levels reflect these economies of scale for the benefit of investors, the Board discussed the current size of each of the North Star Funds and North Star’s expectations for growth, and concluded that any material economies of scale would not be achieved in the near term.

Conclusion. The Board relied upon the advice of counsel, and their own business judgment in determining the material factors to be considered in evaluating the North Star Advisory Agreement and the weight to be given to each such factor. Accordingly, having requested and received such information from North Star as the Trustees believed to be reasonably necessary to evaluate the terms of the North Star Advisory Agreement, and as assisted by the advice of independent counsel, the Board, including a majority of the Independent Trustees, determined that, with respect to the North Star Advisory Agreement, (a) the terms of the North Star Advisory Agreement are not unreasonable; (b) the advisory fee is not unreasonable; and (c) the North Star Advisory Agreement is in the best interests of each North Star Fund and its respective shareholders. In considering the renewal of the North Star Advisory Agreement, the Board did not identify any one factor as all important, but rather considered these factors collectively and determined that approval of the renewal of the North Star Advisory Agreement was in the best interest of each North Star Fund and its respective shareholders. Moreover, the Board noted that each Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the North Star Advisory Agreement.

58

North Star Funds

ADDITIONAL INFORMATION (Unaudited)(Continued)

November 30, 2021

The Trustees and the 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 Ultimus Fund Solutions, LLC, P.O. Box 541150, Omaha, Nebraska 68154.

Independent Trustees

Name 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
Thomas T. Sarkany 1946	Trustee Since October 2011	President, TTS Consultants, LLC (financial services)(since 2010).	4	Director, Aquila Distributors; Trustee, Arrow ETF Trust; Trustee, Arrow Investments Trust; Trustee, Northern Lights Fund Trust IV
Anthony H. Lewis 1946	Trustee Since May 2011	Chairman and CEO of The Lewis Group USA (executive consulting firm)(since 2007).	4	Director, Member of the Compensation Committee and Member of the Risk Committee of Torotel Inc. (Magnetics, Aerospace and Defense), Trustee, Chairman of the Fair Valuation Committee and Member of the Audit Committee of the Wildermuth Endowment Strategy Fund
Keith Rhoades 1948	Trustee Since May 2011	Retired since 2008.	4	NONE
Randal D. Skalla 1962	Trustee Since May 2011	President, L5 Enterprises, Inc. (financial services company) (since 2001).	4	Board Member, Orizon Investment Counsel (financial services company) (from 2001 to 2017)

59

North Star Funds

ADDITIONAL INFORMATION (Unaudited)(Continued)

November 30, 2021

Interested Trustees and Officers

Name 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
Brian Nielsen** 1972	Trustee Since May 2011	Trustee of Northern Lights Fund Trust II(since 2011); Special Projects Counsel of NorthStar Financial Services Group, LLC (from 2018to 2019); Secretary of CLS Investments, LLC(from 2001 to 2018); Secretary of Orion Advisor Services, LLC(from 2001 to 2018); General Counsel and Secretary (from 2003 to 2018) of NorthStar Financial Services Group, LLC; CEO (from 2012 to 2018), Secretary (from 2003 to 2018)and Manager (from 2005 to 2018)of Northern Lights Distributors, LLC; Director, Secretary and General Counsel of Constellation Trust Company(from 2004 to 2018); CEO (from 2015 to 2018), General Counsel and Secretary (from 2011 to 2018) of Northern Lights Compliance Services, LLC; General Counsel and Secretary of Blu Giant, LLC(from 2011 to 2018); Secretary of Gemini Fund Services, LLC(from 2012 to 2018); Manager of Arbor Point Advisors, LLC(from 2012 to 2018); Director, Secretary and General Counsel of NorthStar CTC Holdings, Inc. (from 2015 to 2018) and Secretary and Chief Legal Officer of AdvisorOne Funds(from 2003 to 2018).	4	Manager of Northern Lights Distributors, LLC (from 2005 to 2018); Manager of Arbor Point Advisors, LLC (from 2012 to 2018); Director of Constellation Trust Company(from 2004 to 2018)
Kevin E. Wolf 1969	President Since January 2013	Vice President of The Ultimus Group, LLC; Executive Vice President, Head ofFund Administration and Product(since 2019) and President(2012 -2019)ofGemini Fund Services, LLC.	N/A	N/A
Richard Malinowski 1983	Secretary Since January 2018	Senior Vice President and Senior Managing Counsel(since February 2020), Senior Vice President Legal Administration(April 2017to February 2020)andVice President and Counsel (April 2016 toApril 2017)of Gemini Fund Services, LLC.	N/A	N/A
Erik Naviloff 1968	Treasurer Since January 2013	Vice President of Gemini Fund Services, LLC (since 2011).	N/A	N/A
Emile R. Molineaux 1962	Chief Compliance Officer and Anti Money Laundering Officer Since May 2011	Senior Compliance Officer and CCO of Various clients of Northern Lights Compliance Services, LLC (since 2011).	N/A	N/A

* The term of office for each Trustee and Officer listed above will continue indefinitely.

** Brian Nielsen is an “interested person” of the Trust as that term is defined under the 1940 Act, because of his prior affiliation with Northern Lights Distributors, LLC (the Fund’s Distributor).

*** As of November 30, 2021, the Trust was comprised of 22 active portfolios managed by unaffiliated investment advisers. The term “Fund Complex” applies only to the Funds, and not to any other series of the Trust. The Funds do not hold itself out as related to any other series within the Trust for investment purposes, nor do they share the same investment adviser with any other series.

The Fund’s Statement of Additional Information (“SAI”) includes additional information about the Trustees and is available free of charge, upon request, by calling toll-free at 1-312-580-0900.

60

Privacy Policy

Rev. May 2021

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

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

Questions? Call 1-631-490-4300

61

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

62

Proxy Voting Policy

Information regarding how the Funds vote proxies relating to portfolio securities for the 12 month period ended June 30th as well as a description of the policies and procedures that the Funds used to determine how to vote proxies is available without charge, upon request, by calling 1-312-580-0900 or by referring to the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

Portfolio Holdings

Funds file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year as an exhibit to 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 Adviser
North Star Investment Management Corp.
20 N. Wacker Drive #1416
Chicago, IL 60606
Administrator
Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, OH 45246	NSF-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.

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 Keith Rhoades is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Rhoades is independent for purposes of this Item.

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees

2021 - $61,500 *

2020 - $57,000

2019 - $58,500

2018 - $56,000

2017 - $55,200

* The audit fees above include additional audit procedures performed necessary to audit the reorganization with Two Oaks Diversified Income and Growth Fund.

(b) Audit-Related Fees

2021 - 2,000 *

2020 - None

2019 - None

2018 - $4,000 *

2017 - None

* The audit-related fees above relate to N-14 filings consents paid for by the Advisor.

(c) Tax Fees

2021 - $10,600

2020 - $10,000

2019 - $10,000

2018 - $10,000

2017 - $9,000

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

(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

	2017			2018			2019			2020			2021
Audit-Related Fees:		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Tax Fees:		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
All Other Fees:		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 - $10,600

2020 - $10,000

2019 - $10,000

2018 - $10,000

2017 - $9,000

(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 II

By (Signature and Title)

/s/ Kevin E. Wolf

Kevin E. Wolf, Principal Executive Officer/President

Date 2/3/22

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 2/3/22

By (Signature and Title)

/s/ Erik Naviloff

Erik Naviloff, Principal Financial Officer/Treasurer

Date 2/3/22

EX-99.CERT

CERTIFICATIONS

I, Kevin E. Wolf, certify that:

1.       I have reviewed this report on Form N-CSR of North Star Funds (a series of Northern Lights Fund Trust II);

2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a)       designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)       designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)       evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d)       disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.       The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)       all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b)       any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: 2/3/22	/s/ Kevin E. Wolf
	Kevin E. Wolf
	Principal Executive Officer/President

I, Erik Naviloff, certify that:

1.       I have reviewed this report on Form N-CSR of North Star Funds (a series of Northern Lights Fund Trust II);

2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a)       designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)       designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)       evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d)       disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.       The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)       all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b)       any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: 2/3/22	/s/ Erik Naviloff
	Erik Naviloff
	Principal Financial Officer/Treasurer

EX-99.906 CERT

certification

Kevin E. Wolf, Principal Executive Officer/President, and Erik Naviloff, Principal Financial Officer/Treasurer of Northern Lights Fund Trust II (the “Registrant”), each certify to the best of his knowledge that:

1.       The Registrant’s periodic report on Form N-CSR for the period ended November 30, 2021 (the “Form N-CSR”) fully complies with the requirements of Sections 15(d) of the Securities Exchange Act of 1934, as amended; and

2.       The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Principal Executive Officer/President	Principal Financial Officer/Treasurer
Northern Lights Fund Trust II	Northern Lights Fund Trust II
/s/ Kevin E. Wolf	/s/ Erik Naviloff
Kevin E. Wolf	Erik Naviloff
Date: 2/3/22	Date: 2/3/22

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Northern Lights Fund Trust II and will be retained by the Northern Lights Fund Trust II and furnished to the Securities and Exchange Commission (the “Commission”) or its staff upon request.

This certification is being furnished to the Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR filed with the Commission.

EX-99.CODE ETH

Northern Lights Fund Trust II

 CODE OF ETHICS

May 17, 2011

Northern Lights Fund Trust II (the “Trust”) and each of its series (the “Funds”) has adopted this Code of Ethics (the “Code”) in order to set forth guidelines and procedures that promote ethical practices and conduct by all of its Access Persons and to ensure that all Access Persons comply with the federal securities laws.  Although this Code contains a number of specific standards and policies, there are four key principles embodied throughout the Code.

THE INTERESTS OF THE FUNDS MUST ALWAYS BE PARAMOUNT

Access Persons have a legal, fiduciary duty to place the interests of the Funds ahead of their own.  In any decision relating to their personal investments, Access Persons must scrupulously avoid serving their own interests ahead of those of the Trust.

Access Persons may not take advantage of their relationship with the Funds

Access Persons should avoid any situation (unusual investment opportunities, perquisites and accepting gifts of more than token value from persons seeking to do business with the Funds) that might compromise, or call into question, the exercise of their fully independent judgment in the interests of the Funds.

All Personal Securities Transactions should avoid any actual, potential, or apparent conflicts of interest

Although all Personal Securities Transactions by Access Persons must be conducted in a manner consistent with this Code, the Code itself is based on the premise that Access Persons owe a fiduciary duty to the Funds, and should avoid any activity that creates an actual, potential, or apparent conflict of interest. This includes executing transactions through or for the benefit of a third party when the transaction is not in keeping with the general principles of this Code.

Access Persons must adhere to these general principles as well as comply with the specific provisions of this Code. Technical compliance with the Code and its procedures will not automatically prevent scrutiny of trades that show a pattern of abuse of an individual’s fiduciary duty to the Funds.

Access Persons must comply with all applicable laws

In both work-related and personal activities, Access Persons must comply with all applicable laws, including the federal securities laws.

Any violations of this Code should be reported promptly to the Chief Compliance Officer or his designee.  Failure to do so will be deemed a violation of the Code.

DEFINITIONS

“Access Person” shall have the same meaning as set forth in Rule 17j-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) and shall include:

1.

all officers and trustees (or persons occupying a similar status or performing a similar function) of the Funds;

2.

all officers and trustees (or persons occupying a similar status or performing a similar function) of the Advisers with respect to its corresponding series of the Trust

3.

any employee of the Trust or the Advisers (or of any company controlling or controlled by or under common control with the Trust or the Advisers) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by the Funds, or whose functions relate to the making of any recommendations with respect to the purchase or sale; and

4.

any other natural person controlling, controlled by or  under common control with the Trust or the Advisers who obtains information concerning recommendations made to the Funds with regard to the purchase or sale of Covered Securities by the Funds.

“Beneficial Ownership” means in general and subject to the specific provisions of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, having or sharing, directly or indirectly, through any contract arrangement, understanding, relationship, or otherwise, a direct or indirect “pecuniary interest” in the security.

“Chief Compliance Officer” means the Code of Ethics Compliance Officer of the Trust with respect to Trustees and officers of the Trust, or the CCO of the Advisers with respect to Advisers personnel.

“Code” means this Code of Ethics.

“Covered Security” means any Security, except (i) direct obligations of the U.S. Government, (ii) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, and (iii) shares issued by open-end mutual Funds.

“Decision Making Access Person” means any Access Person who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a security by the Funds, or whose functions relate to the making of any recommendations with respect to such purchases or sales. Decision Makers typically are Advisers personnel.

“Funds” means series of the Trust.

“Immediate family” means an individual’s spouse, child, stepchild, grandchild, parent, stepparent, grandparent, siblings, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and should include adoptive relationships.  For purposes of determining whether an Access Person has an “indirect pecuniary interest” in securities, only ownership by “immediate family” members sharing the same household as the Access Person will be presumed to be an “indirect pecuniary interest” of the Access Person, absent special circumstances.

“Independent Trustees” means those Trustees of the Trust that would not be deemed an “interested person” of the Trust, as defined in Section 2(a)(19)(A) of the 1940 Act.

“Indirect Pecuniary Interest” includes, but is not limited to: (a) securities held by members of the person’s Immediate Family sharing the same household (which ownership interest may be rebutted); (b) a general partner’s proportionate interest in Fund securities held by a general or limited partnership; (c) a person’s right to dividends that is separated or separable from the underlying securities (otherwise, a right to dividends alone will not constitute a pecuniary interest in securities); (d) a person’s interest in securities held by the Trust; (e) a person’s right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable; and (f) a performance-related fee, other than an asset based fee, received by any broker, dealer, bank, insurance company, investment company, investment manager, Trustee, or person or entity performing a similar function, with certain exceptions.

“Pecuniary Interest” means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in securities.

“Personal Securities Transaction” means any transaction in a Covered Security in which an Access Person has a direct or indirect Pecuniary Interest.

“Purchase or Sale of a Security” includes the writing of an option to purchase or sell a Security. A Security shall be deemed “being considered for Purchase or Sale” for the Trust when a recommendation to purchase or sell has been made and communicated by a Decision Making Access Person, and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.  These recommendations are placed on the “Restricted List” until they are no longer being considered for Purchase or Sale, or until the Security has been purchased or sold.

“Restricted List” means the list of securities maintained by the Chief Compliance Officer in which trading by Access Persons is generally prohibited.

“Security” means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-Trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-Trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, or, in general, an interest or instrument commonly know as “security”, or any certificate or interest or participation in temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase (including options) any of the foregoing.

“Advisers” means the Advisers to the Trust.

“Trust” means Northern Lights Fund Trust II.

PROHIBITED ACTIONS AND ACTIVITIES

A.

No Access Person shall purchase or sell directly or indirectly, any Covered Security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership and which he or she knows or should have known at the time of such purchase or sale;

(1)

is being considered for purchase or sale by a Fund, or

(2)

is being purchased or sold by a Fund.

B.

Decision-Making Access Persons may not participate in any initial public offering of Covered Securities in any account over which they exercise Beneficial Ownership.  All other Access Persons must obtain prior written authorization from the Chief Compliance Officer or his designee prior to such participation;

C.

No Access Person may purchase a Covered Security in which by reason of such transaction they acquire Beneficial Ownership in a private placement of a Security, without prior written authorization of the acquisition by the Chief Compliance Officer or his designee;

D.

Access Persons may not accept any fee, commission, gift, or services, other than de minimus gifts, from any single person or entity that does business with or on behalf of the Trust;

E.

Decision-Making Access Persons may not serve on the board of directors of a publicly traded company without prior authorization from the Chief Compliance Officer or his designee based upon a determination that such service would be consistent with the interests of the Trust.  If such service is authorized, procedures will then be put in place to isolate such Decision-Making Access Persons serving as directors of outside entities from those making investment decisions on behalf of the Trust.

Advanced notice should be given so that the Trust or Advisers may take such action concerning the conflict as deemed appropriate by the Chief Compliance Officer or his designee.

F.

Decision-Making Access Person may not execute a Personal Securities Transaction involving a Covered Security without authorization of the Chief Compliance Officer or such persons who may be designated by the Chief Compliance Officer from time to time.

G.

It shall be a violation of this Code for any Access Person, in connection with the purchase or sale, directly or indirectly, of any Covered Security held or to be acquired by a Fund:

a.

to employ any device, scheme or artifice to defraud the Trust;

b.

to make to the Trust any untrue statement of a material fact or to omit to state to the Trust a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

c.

to engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Trust; or

d.

to engage in any manipulative practice with respect to the Trust.

EXEMPTED TRANSACTIONS

The provisions described above under the heading Prohibited Actions and Activities and the preclearance procedures under the heading Preclearance of Personal Securities Transactions do not apply to:

·

Purchases or Sales of Securities effected in any account in which an Access Person has no Beneficial Ownership;

·

Purchases or Sales of Securities which are non-volitional on the part the Access Person (for example, the receipt of stock dividends);

·

Purchase of Securities made as part of automatic dividend reinvestment plans;

·

Purchases of Securities made as part of an employee benefit plan involving the periodic purchase or company stock or mutual Funds; and

·

Purchases of Securities effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent such rights were acquired from such issuer, and sale of such rights so acquired.

PRECLEARANCE OF PERSONAL SECURITIES TRANSACTIONS

All Decision-Making Access Persons wishing to engage in a Personal Securities Transaction must obtain prior authorization of any such Personal Securities Transaction from the Chief Compliance Officer or such person or persons that the Chief Compliance Officer may from time to time designate to make such authorizations. Personal Securities Transactions by the Chief Compliance Officer shall require prior authorization from the President or Chief Executive Officer of the Trust (unless such person is also the Chief Compliance Officer), who shall perform the review and approval functions relating to reports and trading by the Chief Compliance Officer. The Trusts shall adopt the appropriate forms and procedures for implementing this Code of Ethics.

Any authorization so provided is effective until the close of business on the fifth trading day after the authorization is granted. In the event that an order for the Personal Securities Transaction is not placed within that time period, a new authorization must be obtained. If the order for the transaction is placed but not executed within that time period, no new authorization is required unless the person placing the order originally amends the order in any manner.  Authorization for “good until canceled” orders is effective unless the order conflicts with a Trust order.

If a person wishing to effect a Personal Securities Transaction learns, while the order is pending, that the same Security is being considered for Purchase or Sale by a Fund, such person shall cancel the trade.

REPORTING AND MONITORING

The Chief Compliance Officer or such person or persons that the Chief Compliance Officer may from time to time designate shall monitor all personal trading activity of all Access Persons pursuant to the procedures established under this Code.

Disclosure of Personal Brokerage Accounts

Within ten days of the commencement of employment or at the commencement of a relationship with the Trust, all Access Persons, except Independent Trustees, are required to submit to the Chief Compliance Officer or his designee a report stating the names and account numbers of all of their personal brokerage accounts, brokerage accounts of members of their Immediate Family, and any brokerage accounts which they control or in which they or an Immediate Family member has Beneficial Ownership.  Such report must contain the date on which it is submitted and the information in the report must be current as of a date no more than 45 days prior to that date.  In addition, if a new brokerage account is opened during the course of the year, the Chief Compliance Officer or his designee must be notified immediately.  

The information required by the above paragraph must be provided to the Chief Compliance Officer or his designee on an annual basis, and the report of such should be submitted with the annual holdings reports described below.

Each of these accounts is required to furnish duplicate confirmations and statements to the Chief Compliance Officer or his designee. These statements and confirms for each series of the Trust may be sent to the Advisers.

INITIAL HOLDINGS REPORT

Within ten days of becoming an Access Person (and with information that is current as of a date no more than 45 days prior to the date that the report was submitted), each Access Person, except Independent Trustees must submit a holdings report that must contain, at a minimum, the title and type of Security, and as applicable, the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Covered Security in which the Access Person has any direct or indirect Beneficial Ownership.  This report must state the date on which it is submitted.

ANNUAL HOLDINGS REPORTS

All Access Persons, except Independent Trustees, must supply the information that is required in the initial holdings report on an annual basis, and such information must be current as of a date no more than 45 days prior to the date that the report was submitted.  Such reports must state the date on which they are submitted.

QUARTERLY TRANSACTION REPORTS

All Access Persons shall report to the Chief Compliance Officer or his designee the following information with respect to transactions in a Covered Security in which such person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership in the Covered Security:

·

The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and the principal amount of each Covered Security;

·

The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

·

The price of the Covered Security at which the transaction was effected; and

·

The name of the broker, dealer, or bank with or through whom the transaction was effected.

·

The date the Access Person Submits the Report.

Reports pursuant to this section of this Code shall be made no later than 30 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall include a certification that the reporting person has reported all Personal Securities Transactions required to be disclosed or reported pursuant to the requirements of this Code. Confirmations and Brokerage Statements sent directly to each Adviser’s address noted above is an acceptable form of a quarterly transaction report.

An Independent Trustee need only make a quarterly transaction report if he or she, at the time of the transaction, knew, or in the ordinary course of fulfilling his or her official duties as a Trustee, should have known that during the 15-day period immediately preceding or following the date of the transaction by the Independent Trustee, the Covered Security was purchased or sold by a Fund or was considered for purchase or sale by a Fund.

ENFORCEMENTS AND PENALTIES

The Chief Compliance Officer or his designee shall review the transaction information supplied by Access Persons.  If a transaction appears to be a violation of this Code, the transaction will be reported to the Trusts Board of Trustees.

Upon being informed of a violation of this Code, the Trusts Board of Trustees may impose sanctions as it deems appropriate, including but not limited to, a letter of censure or suspension, termination of the employment of the violator, or a request for disgorgement of any profits received from a securities transaction effected in violation of this Code.  The Trusts shall impose sanctions in accordance with the principle that no Access Person may profit at the expense of its clients. Any losses are the responsibility of the violator. Any profits realized on personal securities transactions in violation of the Code must be disgorged in a manner directed by the Board of Trustees.

Annually, the Chief Compliance Officer at each regular meeting of the Board shall issue a report on Personal Securities Transactions by Access Person. The report submitted to the board shall:

·

Summarize existing procedures concerning Personal Securities investing and any changes in the procedures made during the prior year;

·

Identify any violations of this Code and any significant remedial action taken during the prior year; and;

·

Identify any recommended changes in existing restrictions or procedures based upon the experience under the Code, evolving industry practices or developments in applicable laws and regulations.

ACKNOWLEDGMENT

The Trust must provide all Access Persons with a copy of this Code.  Upon receipt of this Code, all Access Persons must do the following:

All new Access Persons must read the Code, complete all relevant forms supplied by the Chief Compliance Officer or his designee (including a written acknowledgement of their receipt of the Code), and schedule a meeting with the Chief Compliance Officer or his designee to discuss the provisions herein within two calendar weeks of employment.

Existing Access Personswho did not receive this Code upon hire, for whatever reason, must read the Code, complete all relevant forms supplied by the Chief Compliance Officer or his designee (including a written acknowledgement of their receipt of the Code), and schedule a meeting with the Chief Compliance Officer or his designee to discuss the provisions herein at the earliest possible time, but no later than the end of the current quarter.

All Access Persons must certify on an annual basis that they have read and understood the Code.