07/07/2025 | Press release | Distributed by Public on 07/07/2025 14:56
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 Dr, Ste 450 Cincinnati, Ohio | 45246 |
(Address of principal executive offices) | (Zip code) |
Kevin E. Wolf, Ultimus Fund Solutions, LLC. |
80 Arkay Drive, Suite 110., Hauppauge, NY 11788 |
(Name and address of agent for service) |
Registrants telephone number, including area code: | 631-470-2600 |
Date of fiscal year end: | 10/31 |
Date of reporting period: | 4/30/25 |
Item 1. Reports to Stockholders.
(a) | Tailored Shareholder Report |
Semi-Annual Shareholder Report - April 30, 2025
This semi-annual shareholder report contains important information about Invenomic Fund for the period of November 1, 2024 to April 30, 2025. You can find additional information about the Fund at www.invenomic.com. You can also request this information by contacting us at 1-855-466-3406.
(based on a hypothetical $10,000 investment)
Class Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
Institutional Class
|
$157
|
3.16%Footnote Reference*
|
* Annualized
Value
|
Value
|
Common Stocks
|
97.6%
|
Money Market Funds
|
2.3%
|
Purchased Options
|
0.1%
|
Warrant
|
0.0%
|
What did the Fund invest in?
Value
|
Value
|
Liabilities in Excess of Other Assets
|
-18.0%
|
Equity Option
|
0.1%
|
Real Estate
|
0.7%
|
Utilities
|
0.8%
|
Energy
|
2.5%
|
Money Market
|
2.7%
|
Consumer Staples
|
4.0%
|
Financials
|
6.7%
|
Industrials
|
12.3%
|
Health Care
|
13.9%
|
Communications
|
14.0%
|
Materials
|
15.0%
|
Consumer Discretionary
|
16.5%
|
Technology
|
28.8%
|
Holding Name
|
% of Net Assets
|
Lyft, Inc., Class A
|
3.3%
|
Sonoco Products Company
|
3.0%
|
First American Government Obligations Fund, Class X
|
2.7%
|
Global Payments, Inc.
|
2.7%
|
PayPal Holdings, Inc.
|
2.6%
|
Match Group, Inc.
|
2.5%
|
Eldorado Gold Corporation
|
2.5%
|
Viatris, Inc.
|
2.4%
|
Dentsply Sirona, Inc.
|
2.1%
|
Teleflex, Inc.
|
2.0%
|
Short Sector Weighting (% of net assets)
Value
|
Value
|
Consumer Staples
|
-2.2%
|
Communications
|
-3.1%
|
Health Care
|
-4.8%
|
Real Estate
|
-6.2%
|
Financials
|
-12.7%
|
Consumer Discretionary
|
-15.6%
|
Industrials
|
-19.8%
|
Technology
|
-23.1%
|
No material changes occurred during the period ended April 30, 2025.
Semi-Annual Shareholder Report - April 30, 2025
Additional information is available on the Fund's website (www.invenomic.com), including its:
Prospectus
Financial information
Holdings
Proxy voting information
TSR-SAR 043025-BIVIX
Semi-Annual Shareholder Report - April 30, 2025
This semi-annual shareholder report contains important information about Invenomic Fund for the period of November 1, 2024 to April 30, 2025. You can find additional information about the Fund at www.invenomic.com. You can also request this information by contacting us at 1-855-466-3406.
(based on a hypothetical $10,000 investment)
Class Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
Super Institutional Class
|
$144
|
2.91%Footnote Reference*
|
* Annualized
Value
|
Value
|
Common Stocks
|
97.6%
|
Money Market Funds
|
2.3%
|
Purchased Options
|
0.1%
|
Warrant
|
0.0%
|
What did the Fund invest in?
Value
|
Value
|
Liabilities in Excess of Other Assets
|
-18.0%
|
Equity Option
|
0.1%
|
Real Estate
|
0.7%
|
Utilities
|
0.8%
|
Energy
|
2.5%
|
Money Market
|
2.7%
|
Consumer Staples
|
4.0%
|
Financials
|
6.7%
|
Industrials
|
12.3%
|
Health Care
|
13.9%
|
Communications
|
14.0%
|
Materials
|
15.0%
|
Consumer Discretionary
|
16.5%
|
Technology
|
28.8%
|
Holding Name
|
% of Net Assets
|
Lyft, Inc., Class A
|
3.3%
|
Sonoco Products Company
|
3.0%
|
First American Government Obligations Fund, Class X
|
2.7%
|
Global Payments, Inc.
|
2.7%
|
PayPal Holdings, Inc.
|
2.6%
|
Match Group, Inc.
|
2.5%
|
Eldorado Gold Corporation
|
2.5%
|
Viatris, Inc.
|
2.4%
|
Dentsply Sirona, Inc.
|
2.1%
|
Teleflex, Inc.
|
2.0%
|
Short Sector Weighting (% of net assets)
Value
|
Value
|
Consumer Staples
|
-2.2%
|
Communications
|
-3.1%
|
Health Care
|
-4.8%
|
Real Estate
|
-6.2%
|
Financials
|
-12.7%
|
Consumer Discretionary
|
-15.6%
|
Industrials
|
-19.8%
|
Technology
|
-23.1%
|
No material changes occurred during the period ended April 30, 2025.
Semi-Annual Shareholder Report - April 30, 2025
Additional information is available on the Fund's website (www.invenomic.com), including its:
Prospectus
Financial information
Holdings
Proxy voting information
TSR-SAR 043025-BIVSX
Semi-Annual Shareholder Report - April 30, 2025
This semi-annual shareholder report contains important information about Invenomic Fund for the period of November 1, 2024 to April 30, 2025. You can find additional information about the Fund at www.invenomic.com. You can also request this information by contacting us at 1-855-466-3406.
(based on a hypothetical $10,000 investment)
Class Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
Investor Class
|
$169
|
3.41%Footnote Reference*
|
* Annualized
Value
|
Value
|
Common Stocks
|
97.6%
|
Money Market Funds
|
2.3%
|
Purchased Options
|
0.1%
|
Warrant
|
0.0%
|
What did the Fund invest in?
Value
|
Value
|
Liabilities in Excess of Other Assets
|
-18.0%
|
Equity Option
|
0.1%
|
Real Estate
|
0.7%
|
Utilities
|
0.8%
|
Energy
|
2.5%
|
Money Market
|
2.7%
|
Consumer Staples
|
4.0%
|
Financials
|
6.7%
|
Industrials
|
12.3%
|
Health Care
|
13.9%
|
Communications
|
14.0%
|
Materials
|
15.0%
|
Consumer Discretionary
|
16.5%
|
Technology
|
28.8%
|
Holding Name
|
% of Net Assets
|
Lyft, Inc., Class A
|
3.3%
|
Sonoco Products Company
|
3.0%
|
First American Government Obligations Fund, Class X
|
2.7%
|
Global Payments, Inc.
|
2.7%
|
PayPal Holdings, Inc.
|
2.6%
|
Match Group, Inc.
|
2.5%
|
Eldorado Gold Corporation
|
2.5%
|
Viatris, Inc.
|
2.4%
|
Dentsply Sirona, Inc.
|
2.1%
|
Teleflex, Inc.
|
2.0%
|
Short Sector Weighting (% of net assets)
Value
|
Value
|
Consumer Staples
|
-2.2%
|
Communications
|
-3.1%
|
Health Care
|
-4.8%
|
Real Estate
|
-6.2%
|
Financials
|
-12.7%
|
Consumer Discretionary
|
-15.6%
|
Industrials
|
-19.8%
|
Technology
|
-23.1%
|
No material changes occurred during the period ended April 30, 2025.
Semi-Annual Shareholder Report - April 30, 2025
Additional information is available on the Fund's website (www.invenomic.com), including its:
Prospectus
Financial information
Holdings
Proxy voting information
TSR-SAR 043025-BIVRX
(b) | Not applicable |
Item 2. Code of Ethics.
Not applicable
Item 3. Audit Committee Financial Expert.
Not applicable
Item 4. Principal Accountant Fees and Services.
Not applicable
Item 5. Audit Committee of Listed Registrants.
Not applicable
Item 6. Investments.
The Registrants schedule of investments in unaffiliated issuers is included in the Financial Statements under Item 7 of this form.
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
(a)
Invenomic Fund |
Institutional Class |
BIVIX |
Investor Class |
BIVRX |
Super Institutional Class |
BIVSX |
Semi-Annual Financial Statements and Additional Information April 30, 2025 |
1-855-466-3406 |
www.Invenomic.com |
INVENOMIC FUND |
SCHEDULE OF INVESTMENTS (Unaudited) |
April 30, 2025 |
Shares | Fair Value | |||||||
COMMON STOCKS - 115.2% | ||||||||
ADVERTISING & MARKETING - 0.5% | ||||||||
73,819 | Omnicom Group, Inc. | $ | 5,622,055 | |||||
AEROSPACE & DEFENSE - 0.3% | ||||||||
11,858 | Huntington Ingalls Industries, Inc.(f) | 2,731,372 | ||||||
APPAREL & TEXTILE PRODUCTS - 1.5% | ||||||||
39,543 | Oxford Industries, Inc. | 1,921,790 | ||||||
176,752 | Puma S.E. | 4,523,008 | ||||||
115,775 | PVH Corporation(f) | 7,986,159 | ||||||
252,306 | Unifi, Inc.(a) | 1,284,238 | ||||||
15,715,195 | ||||||||
ASSET MANAGEMENT - 1.3% | ||||||||
13,132 | Affiliated Managers Group, Inc. | 2,175,053 | ||||||
55,192 | EXOR N.V. | 5,187,547 | ||||||
168,147 | Federated Hermes, Inc.(f) | 6,828,450 | ||||||
14,191,050 | ||||||||
AUTOMOTIVE - 2.0% | ||||||||
26,510 | Linamar Corporation | 972,948 | ||||||
578,458 | Rivian Automotive, Inc., Class A(a),(f) | 7,901,736 | ||||||
443,234 | Toyo Tire Corporation | 8,277,299 | ||||||
60,306 | Visteon Corporation(a) | 4,775,632 | ||||||
21,927,615 | ||||||||
BANKING - 3.6% | ||||||||
457,522 | First Foundation, Inc. | 2,296,760 | ||||||
89,369 | M&T Bank Corporation(f) | 15,171,282 | ||||||
190,683 | Popular, Inc. | 18,194,973 | ||||||
50,428 | Westamerica BanCorporation | 2,442,228 | ||||||
38,105,243 | ||||||||
BIOTECH & PHARMA - 4.1% | ||||||||
115,167 | Avadel Pharmaceuticals PLC(a) | 1,023,835 | ||||||
183,648 | Hikma Pharmaceuticals PLC | 4,858,672 | ||||||
3,280,195 | Iovance Biotherapeutics, Inc.(a),(f) | 11,775,900 | ||||||
276,794 | Lexaria Bioscience Corporation(a) | 321,081 | ||||||
See accompanying notes to financial statements.
1
INVENOMIC FUND |
SCHEDULE OF INVESTMENTS (Unaudited) (Continued) |
April 30, 2025 |
Shares | Fair Value | |||||||
COMMON STOCKS - 115.2% (Continued) | ||||||||
BIOTECH & PHARMA - 4.1% (Continued) | ||||||||
3,031,965 | Viatris, Inc.(f) | $ | 25,529,144 | |||||
43,508,632 | ||||||||
CHEMICALS - 3.3% | ||||||||
451,243 | American Vanguard Corporation | 1,904,245 | ||||||
20,128 | Ashland, Inc. | 1,094,762 | ||||||
42,254 | Eastman Chemical Company | 3,253,558 | ||||||
257,622 | Intrepid Potash, Inc.(a),(f) | 8,511,831 | ||||||
33,142 | Koppers Holdings, Inc. | 830,539 | ||||||
1,165,838 | Mativ Holdings, Inc.(f) | 5,957,432 | ||||||
184,889 | Mosaic Company (The) | 5,620,626 | ||||||
122,040 | Orion S.A. | 1,469,362 | ||||||
78,615 | Rogers Corporation(a) | 4,859,193 | ||||||
226,891 | Tronox Holdings PLC, Class A | 1,227,480 | ||||||
34,729,028 | ||||||||
COMMERCIAL SUPPORT SERVICES - 3.8% | ||||||||
481,638 | CoreCivic, Inc.(a),(f) | 10,904,284 | ||||||
261,564 | Forrester Research, Inc.(a) | 2,445,623 | ||||||
140,823 | Heidrick & Struggles International, Inc. | 5,494,913 | ||||||
444,092 | ISS A/S | 11,133,672 | ||||||
570,069 | Legalzoom.com, Inc.(a) | 4,172,905 | ||||||
575,891 | Prosegur Cia de Seguridad S.A. | 1,602,962 | ||||||
639,338 | Resources Connection, Inc. | 3,666,603 | ||||||
263,155 | TrueBlue, Inc.(a) | 1,142,093 | ||||||
151,498 | Vestis Corporation | 1,327,122 | ||||||
41,890,177 | ||||||||
CONSUMER SERVICES - 1.0% | ||||||||
1,229,082 | Coursera, Inc.(a),(f) | 10,348,870 | ||||||
CONTAINERS & PACKAGING - 5.4% | ||||||||
90,630 | Gerresheimer A.G. | 6,103,653 | ||||||
671,296 | Myers Industries, Inc.(f) | 7,048,608 | ||||||
461,624 | Sealed Air Corporation(f) | 12,722,357 | ||||||
779,936 | Sonoco Products Company(f) | 31,977,376 | ||||||
57,851,994 | ||||||||
See accompanying notes to financial statements.
2
INVENOMIC FUND |
SCHEDULE OF INVESTMENTS (Unaudited) (Continued) |
April 30, 2025 |
Shares | Fair Value | |||||||
COMMON STOCKS - 115.2% (Continued) | ||||||||
E-COMMERCE DISCRETIONARY - 0.1% | ||||||||
12,753 | Etsy, Inc.(a) | $ | 554,500 | |||||
93,679 | PetMed Express, Inc.(a) | 316,635 | ||||||
871,135 | ||||||||
ELECTRIC UTILITIES - 0.7% | ||||||||
133,639 | Eversource Energy(f) | 7,948,848 | ||||||
ELECTRICAL EQUIPMENT - 3.3% | ||||||||
196,169 | FARO Technologies, Inc.(a) | 5,769,330 | ||||||
807,877 | nLight, Inc.(a),(f) | 6,228,732 | ||||||
771,258 | Sensata Technologies Holding PLC | 16,504,921 | ||||||
276,119 | Signify N.V.(b) | 5,688,302 | ||||||
39,947 | Vontier Corporation | 1,270,714 | ||||||
35,461,999 | ||||||||
ENTERTAINMENT CONTENT - 1.9% | ||||||||
2,318,772 | Warner Bros Discovery, Inc.(a),(f) | 20,103,754 | ||||||
FOOD - 2.0% | ||||||||
503,539 | Dole PLC | 7,648,757 | ||||||
199,711 | Fresh Del Monte Produce, Inc. | 6,792,171 | ||||||
1,099,972 | Hain Celestial Group, Inc. (The)(a) | 3,343,915 | ||||||
217,629 | Nomad Foods Ltd. | 4,350,404 | ||||||
22,135,247 | ||||||||
HEALTH CARE FACILITIES & SERVICES - 3.0% | ||||||||
358,639 | Acadia Healthcare Company, Inc.(a) | 8,392,153 | ||||||
219,901 | Brookdale Senior Living, Inc.(a) | 1,442,551 | ||||||
193,071 | Fulgent Genetics, Inc.(a) | 3,349,782 | ||||||
57,209 | IQVIA Holdings, Inc.(a) | 8,871,400 | ||||||
1,428,906 | Teladoc Health, Inc.(a),(f) | 10,273,833 | ||||||
32,329,719 | ||||||||
HOME & OFFICE PRODUCTS - 1.3% | ||||||||
1,007,428 | Leggett & Platt, Inc.(f) | 9,691,458 | ||||||
613,418 | Purple Innovation, Inc.(a) | 415,161 | ||||||
13,700 | Scotts Miracle-Gro Company (The) | 690,206 | ||||||
See accompanying notes to financial statements.
3
INVENOMIC FUND |
SCHEDULE OF INVESTMENTS (Unaudited) (Continued) |
April 30, 2025 |
Shares | Fair Value | |||||||
COMMON STOCKS - 115.2% (Continued) | ||||||||
HOME & OFFICE PRODUCTS - 1.3% (Continued) | ||||||||
45,653 | Whirlpool Corporation | $ | 3,482,411 | |||||
14,279,236 | ||||||||
HOME CONSTRUCTION - 0.5% | ||||||||
53,166 | Mohawk Industries, Inc.(a) | 5,654,204 | ||||||
HOUSEHOLD PRODUCTS - 0.8% | ||||||||
304,506 | Helen of Troy Ltd.(a) | 8,483,537 | ||||||
INDUSTRIAL INTERMEDIATE PROD - 0.6% | ||||||||
177,535 | Insteel Industries, Inc. | 6,020,212 | ||||||
INDUSTRIAL SUPPORT SERVICES - 0.1% | ||||||||
8,892 | WESCO International, Inc. | 1,449,040 | ||||||
INSTITUTIONAL FINANCIAL SERVICES - 1.2% | ||||||||
84,788 | Lazard, Inc. | 3,298,253 | ||||||
102,564 | State Street Corporation(f) | 9,035,889 | ||||||
12,334,142 | ||||||||
INTERNET MEDIA & SERVICES - 10.9% | ||||||||
96,756 | Airbnb, Inc., Class A(a),(f) | 11,796,492 | ||||||
465,268 | Deliveroo PLC(a),(b),(f) | 1,057,300 | ||||||
3,045,698 | Getty Images Holdings, Inc.(a) | 5,817,283 | ||||||
2,840,189 | Lyft, Inc., Class A(a),(f) | 35,218,343 | ||||||
273,977 | Maplebear, Inc.(a),(f) | 10,928,943 | ||||||
900,733 | Match Group, Inc.(f) | 26,715,740 | ||||||
1,288,721 | Opendoor Technologies, Inc.(a) | 977,237 | ||||||
446,858 | Shutterstock, Inc.(f) | 7,131,854 | ||||||
1,293,012 | Snap, Inc., Class A(a),(f) | 10,292,376 | ||||||
378,829 | Upwork, Inc.(a) | 4,981,601 | ||||||
211,392 | Vivid Seats, Inc., Class A(a) | 594,012 | ||||||
115,511,181 | ||||||||
LEISURE FACILITIES & SERVICES - 3.5% | ||||||||
83,736 | DraftKings, Inc., Class A(a) | 2,787,571 | ||||||
464,227 | Jack in the Box, Inc.(f) | 12,088,471 | ||||||
See accompanying notes to financial statements.
4
INVENOMIC FUND |
SCHEDULE OF INVESTMENTS (Unaudited) (Continued) |
April 30, 2025 |
Shares | Fair Value | |||||||
COMMON STOCKS - 115.2% (Continued) | ||||||||
LEISURE FACILITIES & SERVICES - 3.5% (Continued) | ||||||||
1,417,826 | Penn Entertainment, Inc.(a),(f) | $ | 21,579,312 | |||||
6,826 | Vail Resorts, Inc. | 950,179 | ||||||
37,405,533 | ||||||||
LEISURE PRODUCTS - 0.4% | ||||||||
28,021 | Johnson Outdoors, Inc., Class A | 639,719 | ||||||
190,663 | Spin Master Corporation(b) | 3,372,216 | ||||||
4,011,935 | ||||||||
MACHINERY - 3.5% | ||||||||
279,366 | Douglas Dynamics, Inc.(f) | 6,699,197 | ||||||
391,984 | Enovis Corporation(a),(f) | 13,558,727 | ||||||
629,345 | GrafTech International Ltd.(a) | 398,375 | ||||||
73,715 | Hurco Companies, Inc.(a) | 1,229,566 | ||||||
40,100 | Regal Rexnord Corporation | 4,244,184 | ||||||
156,307 | Tennant Company(f) | 11,279,113 | ||||||
37,409,162 | ||||||||
MEDICAL EQUIPMENT & DEVICES - 6.6% | ||||||||
131,741 | 10X Genomics, Inc., Class A(a) | 1,089,498 | ||||||
18,337 | Align Technology, Inc.(a) | 3,177,802 | ||||||
1,582,695 | Dentsply Sirona, Inc.(f) | 21,999,461 | ||||||
64,209 | GE HealthCare Technologies, Inc. | 4,515,819 | ||||||
96,243 | Haemonetics Corporation(a),(f) | 6,065,234 | ||||||
289,970 | Integra LifeSciences Holdings Corporation(a) | 4,752,608 | ||||||
469,514 | Neogen Corporation(a) | 2,371,046 | ||||||
454,758 | Quanterix Corporation(a) | 2,619,406 | ||||||
226,869 | Tactile Systems Technology, Inc.(a) | 3,203,390 | ||||||
158,862 | Teleflex, Inc.(f) | 21,772,037 | ||||||
71,566,301 | ||||||||
METALS & MINING - 5.9% | ||||||||
169,924 | A-Mark Precious Metals, Inc. | 4,139,349 | ||||||
706,164 | B2Gold Corporation | 2,196,170 | ||||||
158,053 | Barrick Gold Corporation | 3,009,329 | ||||||
342,106 | Compass Minerals International, Inc.(a) | 4,597,905 | ||||||
1,416,861 | Eldorado Gold Corporation(a) | 26,693,660 | ||||||
667,984 | Equinox Gold Corporation(a) | 4,475,493 | ||||||
See accompanying notes to financial statements.
5
INVENOMIC FUND |
SCHEDULE OF INVESTMENTS (Unaudited) (Continued) |
April 30, 2025 |
Shares | Fair Value | |||||||
COMMON STOCKS - 115.2% (Continued) | ||||||||
METALS & MINING - 5.9% (Continued) | ||||||||
1,725,817 | New Gold, Inc.(a) | $ | 6,868,751 | |||||
114,084 | Newmont Corporation | 6,009,945 | ||||||
148,174 | Torex Gold Resources, Inc.(a) | 4,799,641 | ||||||
62,790,243 | ||||||||
OIL & GAS PRODUCERS - 2.5% | ||||||||
118,534 | Chord Energy Corporation(f) | 10,695,323 | ||||||
58,982 | Marathon Petroleum Corporation(f) | 8,104,717 | ||||||
152,225 | Murphy Oil Corporation | 3,125,179 | ||||||
96,917 | Ovintiv, Inc. | 3,254,473 | ||||||
46,305 | World Kinect Corporation | 1,161,792 | ||||||
26,341,484 | ||||||||
REAL ESTATE INVESTMENT TRUSTS - 0.6% | ||||||||
597,787 | Allied Properties Real Estate Investment Trust | 6,652,535 | ||||||
REAL ESTATE SERVICES - 0.1% | ||||||||
143,267 | REX Holdings, Inc., Class A(a) | 1,095,993 | ||||||
RETAIL - CONSUMER STAPLES - 0.8% | ||||||||
111,152 | Five Below, Inc.(a),(f) | 8,435,325 | ||||||
RETAIL - DISCRETIONARY - 6.2% | ||||||||
515,150 | Advance Auto Parts, Inc.(f) | 16,855,708 | ||||||
38,999 | BlueLinx Holdings, Inc.(a) | 2,540,395 | ||||||
534,594 | Caleres, Inc.(f) | 8,147,213 | ||||||
603,675 | Foot Locker, Inc.(a),(f) | 7,407,092 | ||||||
28,219 | HUGO BOSS A.G. | 1,170,033 | ||||||
928,731 | Kohls Corporation | 6,222,498 | ||||||
754,135 | Macys, Inc.(f) | 8,612,222 | ||||||
499,029 | Monro, Inc. | 6,956,464 | ||||||
955,697 | Sally Beauty Holdings, Inc.(a),(f) | 7,779,374 | ||||||
65,690,999 | ||||||||
SEMICONDUCTORS - 1.8% | ||||||||
27,767 | AIXTRON S.E. | 371,958 | ||||||
183,844 | Penguin Solutions, Inc.(a) | 3,138,217 | ||||||
See accompanying notes to financial statements.
6
INVENOMIC FUND |
SCHEDULE OF INVESTMENTS (Unaudited) (Continued) |
April 30, 2025 |
Shares | Fair Value | |||||||
COMMON STOCKS - 115.2% (Continued) | ||||||||
SEMICONDUCTORS - 1.8% (Continued) | ||||||||
7,578 | QUALCOMM, Inc. | $ | 1,125,030 | |||||
544,351 | Rohm Company Ltd. | 4,941,894 | ||||||
777,721 | Vishay Intertechnology, Inc.(f) | 10,102,596 | ||||||
19,679,695 | ||||||||
SOFTWARE - 13.6% | ||||||||
3,111,530 | 8x8, Inc.(a) | 5,507,408 | ||||||
239,045 | Akamai Technologies, Inc.(a),(f) | 19,262,246 | ||||||
164,041 | BILL Holdings, Inc.(a),(f) | 7,475,348 | ||||||
58,410 | Blackline, Inc.(a) | 2,758,704 | ||||||
5,009,180 | Clarivate PLC(a) | 21,589,566 | ||||||
331,288 | Concentrix Corporation(f) | 16,915,565 | ||||||
139,098 | Domo, Inc.(a) | 1,033,498 | ||||||
334,496 | Ingram Micro Holding Corporation | 5,947,339 | ||||||
401,617 | Lightspeed Commerce, Inc.(a) | 3,935,847 | ||||||
297,229 | N-Able, Inc.(a) | 2,098,437 | ||||||
369,199 | Rapid7, Inc.(a) | 8,720,480 | ||||||
316,001 | RingCentral, Inc., Class A(a) | 8,058,026 | ||||||
574,685 | Riskified Ltd.(a) | 2,637,804 | ||||||
18,089 | Salesforce, Inc.(f) | 4,860,695 | ||||||
258,549 | Sprout Social, Inc., Class A(a) | 5,406,260 | ||||||
140,628 | Unity Software, Inc.(a) | 2,963,032 | ||||||
1,015,099 | Verint Systems, Inc.(a),(f) | 17,906,346 | ||||||
210,418 | Ziff Davis, Inc.(a),(f) | 6,213,644 | ||||||
143,290,245 | ||||||||
SPECIALTY FINANCE - 0.7% | ||||||||
760,963 | Flywire Corporation(a),(f) | 7,160,662 | ||||||
STEEL - 0.5% | ||||||||
386,672 | Metallus, Inc.(a) | 4,891,401 | ||||||
TECHNOLOGY HARDWARE - 3.3% | ||||||||
127,156 | Crane NXT Company(f) | 5,966,160 | ||||||
13,237 | Samsung Electronics Company Ltd. | 12,786,942 | ||||||
1,366,903 | Stratasys Ltd.(a) | 12,903,564 | ||||||
See accompanying notes to financial statements.
7
INVENOMIC FUND |
SCHEDULE OF INVESTMENTS (Unaudited) (Continued) |
April 30, 2025 |
Shares | Fair Value | |||||||||||||
COMMON STOCKS - 115.2% (Continued) | ||||||||||||||
TECHNOLOGY HARDWARE - 3.3% (Continued) | ||||||||||||||
107,662 | Vishay Precision Group, Inc.(a) | $ | 2,685,090 | |||||||||||
34,341,756 | ||||||||||||||
TECHNOLOGY SERVICES - 10.4% | ||||||||||||||
1,875,764 | Dun & Bradstreet Holdings, Inc.(f) | 16,825,603 | ||||||||||||
64,199 | EVERTEC, Inc. | 2,178,914 | ||||||||||||
84,030 | Fidelity National Information Services, Inc.(f) | 6,628,286 | ||||||||||||
372,419 | Global Payments, Inc.(f) | 28,419,293 | ||||||||||||
1,505,208 | Integral Ad Science Holding Corporation(a),(f) | 10,641,821 | ||||||||||||
17,042 | Leidos Holdings, Inc. | 2,508,242 | ||||||||||||
325,252 | LiveRamp Holdings, Inc.(a) | 8,508,592 | ||||||||||||
419,700 | PayPal Holdings, Inc.(a),(f) | 27,633,048 | ||||||||||||
49,207 | WEX, Inc.(a),(f) | 6,415,117 | ||||||||||||
109,758,916 | ||||||||||||||
TELECOMMUNICATIONS - 0.7% | ||||||||||||||
107,172 | ATN International, Inc. | 1,895,873 | ||||||||||||
135,872 | Verizon Communications, Inc. | 5,986,520 | ||||||||||||
7,882,393 | ||||||||||||||
TRANSPORTATION & LOGISTICS - 0.6% | ||||||||||||||
838,069 | Deutsche Lufthansa A.G. | 6,001,410 | ||||||||||||
WHOLESALE - CONSUMER STAPLES - 0.3% | ||||||||||||||
69,675 | Archer-Daniels-Midland Company | 3,326,981 | ||||||||||||
TOTAL COMMON STOCKS (Cost $1,314,491,917) | 1,226,936,454 | |||||||||||||
Expiration Date |
Exercise Price |
|||||||||||||
WARRANT - 0.0%(c) | ||||||||||||||
BIOTECH & PHARMA - 0.0% (c) | ||||||||||||||
320,380 | Lexaria Bioscience Corporation Warrants | 05/12/2028 | $ | 0.95 | $ | 260,117 | ||||||||
TOTAL WARRANT (Cost $3,204) | ||||||||||||||
See accompanying notes to financial statements.
8
INVENOMIC FUND |
SCHEDULE OF INVESTMENTS (Unaudited) (Continued) |
April 30, 2025 |
Shares | Fair Value | |||||||||||||||||
SHORT-TERM INVESTMENTS - 2.7% | ||||||||||||||||||
MONEY MARKET FUNDS - 2.7% | ||||||||||||||||||
29,104,602 | First American Government Obligations Fund, Class X, 4.24% (Cost $29,104,602)(d) | $ | 29,104,602 | |||||||||||||||
Contracts(e) |
Expiration Date |
Exercise Price |
Notional Value | |||||||||||||||
EQUITY OPTIONS PURCHASED - 0.1% | ||||||||||||||||||
PUT OPTIONS PURCHASED - 0.1% | ||||||||||||||||||
396 | Cadence Bank | 06/20/2025 | $ | 30 | $ | 1,158,696 | $ | 71,280 | ||||||||||
594 | Citizens Financial Group, Inc. | 06/20/2025 | 40 | 2,191,266 | 225,720 | |||||||||||||
594 | Synovus Financial Corporation | 05/16/2025 | 45 | 2,573,208 | 147,015 | |||||||||||||
792 | Zions Bancorp NA | 06/20/2025 | 45 | 3,561,624 | 196,020 | |||||||||||||
TOTAL EQUITY OPTIONS PURCHASED (Cost - $378,622) | 640,035 | |||||||||||||||||
TOTAL INVESTMENTS - 118.0% (Cost $1,343,978,345) | $ | 1,256,941,208 | ||||||||||||||||
LIABILITIES IN EXCESS OF OTHER ASSETS - (18.0)% | (191,805,484 | ) | ||||||||||||||||
NET ASSETS - 100.0% | $ | 1,065,135,724 | ||||||||||||||||
Shares | Fair Value | |||||||||||||||||
COMMON STOCKS SOLD SHORT - (87.5)% | ||||||||||||||||||
AEROSPACE & DEFENSE - (3.8)% | ||||||||||||||||||
(833,516 | ) | Archer Aviation, Inc., Class A | $ | (6,943,188 | ) | |||||||||||||
(18,684 | ) | Boeing Company (The) | (3,423,656 | ) | ||||||||||||||
(1,624,696 | ) | Joby Aviation, Inc. | (10,235,585 | ) | ||||||||||||||
(205,019 | ) | Loar Holdings, Inc. | (19,390,698 | ) | ||||||||||||||
(39,993,127 | ) | |||||||||||||||||
ASSET MANAGEMENT - (5.5)% | ||||||||||||||||||
(47,095 | ) | Ares Management Corporation, Class A | (7,183,400 | ) | ||||||||||||||
(161,289 | ) | Blackstone, Inc. | (21,243,374 | ) | ||||||||||||||
See accompanying notes to financial statements.
9
INVENOMIC FUND |
SCHEDULE OF INVESTMENTS (Unaudited) (Continued) |
April 30, 2025 |
Shares | Fair Value | |||||||
COMMON STOCKS SOLD SHORT - (87.5)% (Continued) | ||||||||
ASSET MANAGEMENT - (5.5)% (Continued) | ||||||||
(667,222 | ) | Blue Owl Capital, Inc. | $ | (12,363,624 | ) | |||
(233,936 | ) | StepStone Group, Inc., Class A | (11,699,139 | ) | ||||
(111,417 | ) | TPG, Inc. | (5,175,320 | ) | ||||
(57,664,857 | ) | |||||||
AUTOMOTIVE - (3.9)% | ||||||||
(2,402,787 | ) | Aurora Innovation, Inc. | (17,396,178 | ) | ||||
(11,748 | ) | Ferrari N.V. | (5,424,991 | ) | ||||
(64,619 | ) | Tesla, Inc. | (18,232,896 | ) | ||||
(41,054,065 | ) | |||||||
BANKING - (2.5)% | ||||||||
(49,166 | ) | Coastal Financial Corporation | (4,038,987 | ) | ||||
(85,918 | ) | Community Financial System, Inc. | (4,690,264 | ) | ||||
(74,267 | ) | International Bancshares Corporation | (4,533,258 | ) | ||||
(28,322 | ) | Park National Corporation | (4,251,132 | ) | ||||
(27,900 | ) | Preferred Bank | (2,228,094 | ) | ||||
(71,357 | ) | ServisFirst Bancshares, Inc. | (5,082,046 | ) | ||||
(60,296 | ) | United Bankshares, Inc. | (2,067,550 | ) | ||||
(26,891,331 | ) | |||||||
BEVERAGES - (0.5)% | ||||||||
(95,330 | ) | Monster Beverage Corporation | (5,731,240 | ) | ||||
COMMERCIAL SUPPORT SERVICES - (3.6)% | ||||||||
(102,240 | ) | Casella Waste Systems, Inc., Class A | (12,008,087 | ) | ||||
(76,949 | ) | CorVel Corporation | (8,368,973 | ) | ||||
(79,212 | ) | Innodata, Inc. | (2,995,798 | ) | ||||
(291,280 | ) | Rollins, Inc. | (16,640,825 | ) | ||||
(40,013,683 | ) | |||||||
ELECTRICAL EQUIPMENT - (1.7)% | ||||||||
(29,330 | ) | AAON, Inc. | (2,676,949 | ) | ||||
(37,529 | ) | Novanta, Inc. | (4,460,697 | ) | ||||
(656,313 | ) | NuScale Power Corporation | (10,875,106 | ) | ||||
(18,012,752 | ) | |||||||
ENGINEERING & CONSTRUCTION - (8.1)% | ||||||||
(42,634 | ) | Comfort Systems USA, Inc. | (16,949,147 | ) | ||||
See accompanying notes to financial statements.
10
INVENOMIC FUND |
SCHEDULE OF INVESTMENTS (Unaudited) (Continued) |
April 30, 2025 |
Shares | Fair Value | |||||||
COMMON STOCKS SOLD SHORT - (87.5)% (Continued) | ||||||||
ENGINEERING & CONSTRUCTION - (8.1)% (Continued) | ||||||||
(265,688 | ) | Construction Partners, Inc., Class A | $ | (21,823,612 | ) | |||
(104,093 | ) | Exponent, Inc. | (8,190,037 | ) | ||||
(43,712 | ) | IES Holdings, Inc. | (8,597,276 | ) | ||||
(79,419 | ) | Installed Building Products, Inc. | (13,170,053 | ) | ||||
(57,637 | ) | TopBuild Corporation | (17,046,719 | ) | ||||
(85,776,844 | ) | |||||||
ENTERTAINMENT CONTENT - (0.7)% | ||||||||
(27,947 | ) | AppLovin Corporation, Class A | (7,526,407 | ) | ||||
FOOD - (1.0)% | ||||||||
(107,596 | ) | BellRing Brands, Inc. | (8,299,954 | ) | ||||
(35,262 | ) | Cal-Maine Foods, Inc. | (3,292,413 | ) | ||||
(11,592,367 | ) | |||||||
HOME CONSTRUCTION - (1.3)% | ||||||||
(67,550 | ) | Armstrong World Industries, Inc. | (9,796,101 | ) | ||||
(61,306 | ) | Patrick Industries, Inc. | (4,719,336 | ) | ||||
(14,515,437 | ) | |||||||
INSURANCE - (3.5)% | ||||||||
(73,916 | ) | Baldwin Insurance Group, Inc. (The) | (3,076,384 | ) | ||||
(52,323 | ) | Erie Indemnity Company, Class A | (18,764,074 | ) | ||||
(164,056 | ) | Goosehead Insurance, Inc., Class A | (15,947,884 | ) | ||||
(37,788,342 | ) | |||||||
INTERNET MEDIA & SERVICES - (1.8)% | ||||||||
(7,331 | ) | Spotify Technology S.A. | (4,501,087 | ) | ||||
(54,017 | ) | VeriSign, Inc. | (15,239,276 | ) | ||||
(19,740,363 | ) | |||||||
LEISURE FACILITIES & SERVICES - (3.7)% | ||||||||
(164,332 | ) | Planet Fitness, Inc., Class A | (15,544,164 | ) | ||||
(159,012 | ) | Red Rock Resorts, Inc., Class A | (6,789,812 | ) | ||||
(99,566 | ) | Shake Shack, Inc., Class A | (8,735,921 | ) | ||||
(31,627 | ) | Wingstop, Inc. | (8,346,049 | ) | ||||
(39,415,946 | ) | |||||||
See accompanying notes to financial statements.
11
INVENOMIC FUND |
SCHEDULE OF INVESTMENTS (Unaudited) (Continued) |
April 30, 2025 |
Shares | Fair Value | |||||||
COMMON STOCKS SOLD SHSORT - (87.5)% (Continued) | ||||||||
LEISURE PRODUCTS - (1.2)% | ||||||||
(528,295 | ) | Amer Sports, Inc. | $ | (12,811,153 | ) | |||
MACHINERY - (1.6)% | ||||||||
(57,665 | ) | Kadant, Inc. | (17,011,175 | ) | ||||
MEDICAL EQUIPMENT & DEVICES - (4.7)% | ||||||||
(94,539 | ) | Glaukos Corporation | (8,910,301 | ) | ||||
(43,582 | ) | Intuitive Surgical, Inc. | (22,479,595 | ) | ||||
(81,095 | ) | Repligen Corporation | (11,190,299 | ) | ||||
(26,023 | ) | Waters Corporation | (9,048,978 | ) | ||||
(51,629,173 | ) | |||||||
REAL ESTATE INVESTMENT TRUSTS - (5.4)% | ||||||||
(64,709 | ) | American Tower Corporation, Class A | (14,586,056 | ) | ||||
(213,659 | ) | Gaming and Leisure Properties, Inc. | (10,225,720 | ) | ||||
(162,927 | ) | Iron Mountain, Inc. | (14,609,664 | ) | ||||
(27,383 | ) | Simon Property Group, Inc. | (4,309,537 | ) | ||||
(10,144 | ) | Texas Pacific Land Corporation | (13,074,297 | ) | ||||
(56,805,274 | ) | |||||||
REAL ESTATE SERVICES - (0.8)% | ||||||||
(73,556 | ) | Colliers International Group, Inc. | (8,780,380 | ) | ||||
RETAIL - CONSUMER STAPLES - (0.6)% | ||||||||
(5,936 | ) | Costco Wholesale Corporation | (5,903,352 | ) | ||||
RETAIL - DISCRETIONARY - (5.5)% | ||||||||
(89,633 | ) | Brunello Cucinelli SpA | (10,073,042 | ) | ||||
(59,589 | ) | Carvana Company | (14,560,572 | ) | ||||
(399,732 | ) | GameStop Corporation, Class A | (11,136,534 | ) | ||||
(18,613 | ) | Pandora A/S | (2,746,170 | ) | ||||
(130,697 | ) | Williams-Sonoma, Inc. | (20,188,767 | ) | ||||
(58,705,085 | ) | |||||||
SEMICONDUCTORS - (7.3)% | ||||||||
(109,543 | ) | Analog Devices, Inc. | (21,352,122 | ) | ||||
(124,104 | ) | ARM Holdings PLC - ADR | (14,154,061 | ) | ||||
See accompanying notes to financial statements.
12
INVENOMIC FUND |
SCHEDULE OF INVESTMENTS (Unaudited) (Continued) |
April 30, 2025 |
Shares | Fair Value | |||||||
COMMON STOCKS SOLD SHORT - (87.5)% (Continued) | ||||||||
SEMICONDUCTORS - (7.3)% (Continued) | ||||||||
(197,858 | ) | NVIDIA Corporation | $ | (21,550,694 | ) | |||
(131,907 | ) | Texas Instruments, Inc. | (21,111,715 | ) | ||||
(78,168,592 | ) | |||||||
SOFTWARE - (10.9)% | ||||||||
(75,272 | ) | Bentley Systems, Inc., Class B | (3,235,943 | ) | ||||
(44,890 | ) | Cloudflare, Inc., Class A | (5,421,814 | ) | ||||
(51,651 | ) | Crowdstrike Holdings, Inc., Class A | (22,151,564 | ) | ||||
(21,281 | ) | Descartes Systems Group, Inc. (The) | (2,242,805 | ) | ||||
(98,592 | ) | Doximity, Inc., Class A | (5,607,913 | ) | ||||
(30,712 | ) | Guidewire Software, Inc. | (6,288,896 | ) | ||||
(120,686 | ) | Lumine Group, Inc. | (3,902,248 | ) | ||||
(198,423 | ) | Palantir Technologies, Inc. | (23,501,221 | ) | ||||
(102,123 | ) | Palo Alto Networks, Inc. | (19,089,852 | ) | ||||
(113,695 | ) | Pro Medicus Ltd. | (16,707,943 | ) | ||||
(111,678 | ) | Samsara, Inc., Class A | (4,429,149 | ) | ||||
(215,361 | ) | SoundHound AI, Inc., Class A | (2,000,704 | ) | ||||
(114,580,052 | ) | |||||||
SPECIALTY FINANCE - (1.3)% | ||||||||
(12,000 | ) | American Express Company | (3,196,920 | ) | ||||
(21,077 | ) | Credit Acceptance Corporation | (10,273,352 | ) | ||||
(13,470,272 | ) | |||||||
TECHNOLOGY HARDWARE - (2.7)% | ||||||||
(103,361 | ) | Apple, Inc. | (21,964,213 | ) | ||||
(93,761 | ) | PAR Technology Corporation | (5,475,642 | ) | ||||
(27,439,855 | ) | |||||||
TECHNOLOGY SERVICES - (2.5)% | ||||||||
(11,008 | ) | Fair Isaac Corporation | (21,902,397 | ) | ||||
(24,636 | ) | Jack Henry & Associates, Inc. | (4,272,622 | ) | ||||
(26,175,019 | ) | |||||||
TELECOMMUNICATIONS - (0.5)% | ||||||||
(102,274 | ) | Cogent Communications Holdings, Inc. | (5,558,592 | ) | ||||
See accompanying notes to financial statements.
13
INVENOMIC FUND |
SCHEDULE OF INVESTMENTS (Unaudited) (Continued) |
April 30, 2025 |
Shares | Fair Value | |||||||
COMMON STOCKS SOLD SHORT - (87.5)% (Continued) | ||||||||
TRANSPORTATION & LOGISTICS - (0.9)% | ||||||||
(62,735 | ) | Old Dominion Freight Line, Inc. | $ | (9,616,021 | ) | |||
TOTAL SECURITIES SOLD SHORT - (Proceeds - $965,052,638) | $ | (932,370,756 | ) | |||||
ADR | - American Depositary Receipt |
A.G. | - Aktiengesellschaft |
A/S | - Anonim Sirketi |
Ltd. | - Limited Company |
N.V. | - Naamioze Vennootschap |
PLC | - Public Limited Company |
S.A. | - Société Anonyme |
S.E. | - Societas Europeae |
SpA | - Società per Azioni |
(a) | Non-income producing security. |
(b) | Security exempt from registration under Rule 144A or Section 4(2) of the Securities Act of 1933. The security may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of April 30, 2025 the total market value of 144A securities is 10,117,818 or 0.9% of net assets. |
(c) | Percentage rounds to less than 0.1%. |
(d) | Rate disclosed is the seven day effective yield as of April 30, 2025. |
(e) | Each option contract allows the holder of the option to purchase or sell 100 shares of the underlying security. |
(f) | All or a portion of the security is segregated as collateral for short sales. |
See accompanying notes to financial statements.
14
Invenomic Fund |
STATEMENT OF ASSETS AND LIABILITIES (Unaudited) |
April 30, 2025 |
ASSETS | ||||
Investment securities: | ||||
At cost | $ | 1,343,978,345 | ||
At value | $ | 1,256,941,208 | ||
Cash collateral segregated for short sales | 722,123,319 | |||
Foreign Currency (Cost $27,913,302) | 29,294,621 | |||
Currency receivable | 1,060,375 | |||
Receivable for securities sold | 453,343 | |||
Receivable for Fund shares sold | 618,971 | |||
Dividends and interest receivable | 3,621,637 | |||
Prepaid expenses and other assets | 104,555 | |||
TOTAL ASSETS | 2,014,218,029 | |||
LIABILITIES | ||||
Securities sold short (Proceeds - $965,052,638) | 932,370,756 | |||
Payable for investments purchased | 12,031,082 | |||
Currency payable | 1,062,457 | |||
Payable for Fund shares redeemed | 1,077,108 | |||
Investment advisory fees payable | 1,553,913 | |||
Dividends payable on securities sold short | 664,085 | |||
Shareholder servicing fees payable | 137,149 | |||
Payable to related parties | 66,826 | |||
Distribution (12b-1) fees payable | 8,755 | |||
Accrued expenses and other liabilities | 110,174 | |||
TOTAL LIABILITIES | 949,082,305 | |||
NET ASSETS | $ | 1,065,135,724 | ||
NET ASSETS CONSIST OF: | ||||
Paid in capital | $ | 1,253,772,904 | ||
Accumulated loss | (188,637,180 | ) | ||
NET ASSETS | $ | 1,065,135,724 | ||
NET ASSET VALUE PER SHARE: | ||||
Institutional Class: | ||||
Net Assets | $ | 608,535,810 | ||
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized) | 35,859,243 | |||
Net asset value (Net Assets ÷ Shares Outstanding), offering price and redemption price per share (a) | $ | 16.97 | ||
Investor Class: | ||||
Net Assets | $ | 41,635,543 | ||
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized) | 2,505,760 | |||
Net asset value (Net Assets ÷ Shares Outstanding), offering price and redemption price per share (a) | $ | 16.62 | ||
Super Institutional Class: | ||||
Net Assets | $ | 414,964,371 | ||
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized) | 24,098,444 | |||
Net asset value (Net Assets ÷ Shares Outstanding), offering price and redemption price per share (a) | $ | 17.22 | ||
(a) | Redemptions made within 60 days of purchases may be assessed a redemption fee of 1.00%. |
See accompanying notes to financial statements.
15
Invenomic Fund |
STATEMENT OF OPERATIONS (Unaudited) |
For the Six Months Ended April 30, 2025 |
INVESTMENT INCOME | ||||
Dividends (net of foreign tax withheld of $285,067) | $ | 11,910,184 | ||
Interest | 16,678,953 | |||
TOTAL INVESTMENT INCOME | 28,589,137 | |||
EXPENSES | ||||
Investment advisory fees | 9,459,606 | |||
Distribution (12b-1) fees: | ||||
Investor Class | 64,213 | |||
Shareholder service fees - Institutional Class | 807,670 | |||
Shareholder service fees - Investor Class | 64,213 | |||
Dividends on securities sold short | 5,155,339 | |||
Administration fees | 449,818 | |||
Third party administrative servicing fees | 407,758 | |||
Custodian fees | 94,781 | |||
Registration fees | 89,260 | |||
Printing expense | 65,086 | |||
Compliance officer fees | 24,795 | |||
Insurance expense | 22,316 | |||
Legal fees | 14,876 | |||
Trustees fees and expenses | 11,901 | |||
Audit fees | 9,421 | |||
Other expenses | 84,797 | |||
TOTAL EXPENSES | 16,825,850 | |||
NET INVESTMENT INCOME | 11,763,287 | |||
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS | ||||
Net realized gain (loss) on: | ||||
Investments | 49,101,658 | |||
Foreign currency transactions | (470,245 | ) | ||
Options purchased | 774,721 | |||
Securities sold short | (10,488,001 | ) | ||
38,918,133 | ||||
Net change in unrealized appreciation (depreciation) on: | ||||
Investments | (164,026,839 | ) | ||
Foreign currency translations | 1,527,060 | |||
Options purchased | (111,647 | ) | ||
Securities sold short | 119,817,974 | |||
(42,793,452 | ) | |||
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS | (3,875,319 | ) | ||
NET INCREASE IN NET ASSETS | $ | 7,887,968 | ||
See accompanying notes to financial statements.
16
Invenomic Fund |
STATEMENTS OF CHANGES IN NET ASSETS |
For the | For the | |||||||
Six Months Ended | Year Ended | |||||||
April 30, 2025 | October 31, 2024 | |||||||
(Unaudited) | ||||||||
FROM OPERATIONS | ||||||||
Net investment income | $ | 11,763,287 | $ | 42,829,067 | ||||
Net realized gain (loss) from investments, foreign currency transactions, options purchased, and securities sold short | 38,918,133 | (141,556,886 | ) | |||||
Net change in unrealized depreciation on investments, securities sold short, options purchased and foreign currency translations | (42,793,452 | ) | (55,293,811 | ) | ||||
Net increase (decrease) in net assets resulting from operations | 7,887,968 | (154,021,630 | ) | |||||
DISTRIBUTIONS TO SHAREHOLDERS | ||||||||
Total Distributions Paid: | ||||||||
Institutional Class | (24,986,679 | ) | (158,947,676 | ) | ||||
Investor Class | (1,869,994 | ) | (19,856,687 | ) | ||||
Super Institutional Class | (15,571,955 | ) | (55,468,730 | ) | ||||
Net decrease in net assets resulting from distributions to shareholders | (42,428,628 | ) | (234,273,093 | ) | ||||
FROM SHARES OF BENEFICIAL INTEREST | ||||||||
Proceeds from shares sold: | ||||||||
Institutional Class | 83,388,155 | 258,493,247 | ||||||
Investor Class | 7,814,030 | 34,495,104 | ||||||
Super Institutional Class | 287,740,400 | 279,860,491 | ||||||
Net asset value of shares issued in reinvestment of distributions: | ||||||||
Institutional Class | 21,164,186 | 139,769,810 | ||||||
Investor Class | 1,727,913 | 18,387,517 | ||||||
Super Institutional Class | 8,851,425 | 54,990,787 | ||||||
Redemption fee proceeds: | ||||||||
Institutional Class | 164,465 | 80,058 | ||||||
Investor Class | 12,079 | 9,636 | ||||||
Super Institutional Class | 100,325 | 32,736 | ||||||
Payments for shares redeemed: | ||||||||
Institutional Class | (150,874,739 | ) | (436,371,519 | ) | ||||
Investor Class | (37,688,343 | ) | (72,013,847 | ) | ||||
Super Institutional Class | (107,129,503 | ) | (444,984,082 | ) | ||||
Net increase (decrease) in net assets from shares of beneficial interest | 115,270,393 | (167,250,062 | ) | |||||
TOTAL INCREASE(DECREASE) IN NET ASSETS | 80,729,733 | (555,544,785 | ) | |||||
NET ASSETS | ||||||||
Beginning of Period | 984,405,991 | 1,539,950,776 | ||||||
End of Period | $ | 1,065,135,724 | $ | 984,405,991 | ||||
SHARE ACTIVITY | ||||||||
Institutional Class: | ||||||||
Shares Sold | 4,813,417 | 13,663,208 | ||||||
Shares Reinvested | 1,261,275 | 7,120,214 | ||||||
Shares Redeemed | (8,731,382 | ) | (23,361,050 | ) | ||||
Net decrease in shares of beneficial interest outstanding | (2,656,690 | ) | (2,577,628 | ) | ||||
Investor Class: | ||||||||
Shares Sold | 463,280 | 1,821,274 | ||||||
Shares Reinvested | 105,040 | 957,185 | ||||||
Shares Redeemed | (2,219,288 | ) | (3,905,989 | ) | ||||
Net decrease in shares of beneficial interest outstanding | (1,650,968 | ) | (1,127,530 | ) | ||||
Super Institutional Class: | ||||||||
Shares Sold | 16,306,356 | 14,486,460 | ||||||
Shares Reinvested | 520,366 | 2,764,745 | ||||||
Shares Redeemed | (6,163,875 | ) | (22,765,877 | ) | ||||
Net increase(decrease) in shares of beneficial interest outstanding | 10,662,847 | (5,514,672 | ) | |||||
See accompanying notes to financial statements.
17
Invenomic Fund |
FINANCIAL HIGHLIGHTS |
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Period |
Institutional Class | ||||||||||||||||||||||||
For the | ||||||||||||||||||||||||
Six Months Ended | For the | For the | For the | For the | For the | |||||||||||||||||||
April 30, 2025 | Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | |||||||||||||||||||
(Unaudited) | October 31, 2024 | October 31, 2023 | October 31, 2022 | October 31, 2021 | October 31, 2020 | |||||||||||||||||||
Net asset value, beginning of period | $ | 17.51 | $ | 23.52 | $ | 23.99 | $ | 17.40 | $ | 10.67 | $ | 11.48 | ||||||||||||
Activity from investment operations: | ||||||||||||||||||||||||
Net investment income (loss) (1) | 0.18 | 0.61 | 0.49 | (0.27 | ) | (0.21 | ) | (0.08 | ) | |||||||||||||||
Net realized and unrealized gain (loss) on investments | (0.04 | ) | (2.64 | ) | 4.73 | 9.35 | 7.32 | (0.36 | ) | |||||||||||||||
Total from investment operations | 0.14 | (2.03 | ) | 5.22 | 9.08 | 7.11 | (0.44 | ) | ||||||||||||||||
Less distributions from: | ||||||||||||||||||||||||
Net investment income | (0.68 | ) | (0.57 | ) | - | - | (0.01 | ) | - | |||||||||||||||
Net realized gains | - | (3.41 | ) | (5.69 | ) | (2.50 | ) | (0.38 | ) | (0.37 | ) | |||||||||||||
Total distributions | (0.68 | ) | (3.98 | ) | (5.69 | ) | (2.50 | ) | (0.39 | ) | (0.37 | ) | ||||||||||||
Paid-in-Capital From Redemption Fees | 0.00 | (2) | 0.00 | (2) | 0.00 | (2) | 0.01 | 0.01 | 0.00 | (2) | ||||||||||||||
Net asset value, end of period | $ | 16.97 | $ | 17.51 | $ | 23.52 | $ | 23.99 | $ | 17.40 | $ | 10.67 | ||||||||||||
Total return (3) | 0.87 | % (7) | (10.46 | )% | 25.83 | % (6) | 58.24 | % | 68.21 | % | (4.06 | )% | ||||||||||||
Net assets, at end of period (000s) | $ | 608,536 | $ | 674,365 | $ | 966,505 | $ | 620,954 | $ | 265,308 | $ | 122,105 | ||||||||||||
Ratio of gross expenses to average net assets (4,5) | 3.16 | % (8) | 3.16 | % | 3.05 | % | 2.89 | % | 3.25 | % | 2.97 | % | ||||||||||||
Ratio of net expenses to average net assets (5) | 3.16 | % (8) | 3.16 | % | 3.07 | % | 2.92 | % | 3.15 | % | 2.83 | % | ||||||||||||
Ratio of net investment income (loss) to average net assets | 2.07 | % (8) | 3.22 | % | 2.15 | % | (1.19 | )% | (1.31 | )% | (0.76 | )% | ||||||||||||
Portfolio Turnover Rate | 104 | % (7) | 170 | % | 140 | % | 149 | % | 179 | % | 153 | % | ||||||||||||
(1) | Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period. |
(2) | Represents less than $0.01 per share. |
(3) | Total returns shown exclude the effect of applicable sales charges and redemption fees and assumes the reinvestment of distributions. |
(4) | Represents the ratio of expenses to average net assets absent advisory fees waived or recaptured by the Advisor. |
(5) | Excluding dividends from securities sold short and interest expense, the ratio of expenses to average net assets would have been: |
Before fees waived/recaptured | 2.22 | % (8) | 2.22 | % | 2.20 | % | 2.20 | % | 2.33 | % | 2.37 | % | ||||||||||||
After fees waived/recaptured | 2.22 | % (8) | 2.22 | % | 2.22 | % | 2.23 | % | 2.23 | % | 2.23 | % | ||||||||||||
(6) | Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
(7) | Not Annualized. |
(8) | Annualized. |
See accompanying notes to financial statements.
18
Invenomic Fund |
FINANCIAL HIGHLIGHTS |
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Period |
Investor Class | ||||||||||||||||||||||||
For the | ||||||||||||||||||||||||
Six Months Ended | For the | For the | For the | For the | For the | |||||||||||||||||||
April 30, 2025 | Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | |||||||||||||||||||
(Unaudited) | October 31, 2024 | October 31, 2023 | October 31, 2022 | October 31, 2021 | October 31, 2020 | |||||||||||||||||||
Net asset value, beginning of period | $ | 17.10 | $ | 23.04 | $ | 23.66 | $ | 17.23 | $ | 10.57 | $ | 11.40 | ||||||||||||
Activity from investment operations: | ||||||||||||||||||||||||
Net investment income (loss) (1) | 0.16 | 0.55 | 0.41 | (0.32 | ) | (0.26 | ) | (0.11 | ) | |||||||||||||||
Net realized and unrealized gain (loss) on investments | (0.04 | ) | (2.57 | ) | 4.66 | 9.24 | 7.24 | (0.36 | ) | |||||||||||||||
Total from investment operations | 0.12 | (2.02 | ) | 5.07 | 8.92 | 6.98 | (0.47 | ) | ||||||||||||||||
Less distributions from: | ||||||||||||||||||||||||
Net investment income | (0.60 | ) | (0.51 | ) | - | - | - | - | ||||||||||||||||
Net realized gains | - | (3.41 | ) | (5.69 | ) | (2.50 | ) | (0.38 | ) | (0.37 | ) | |||||||||||||
Total distributions | (0.60 | ) | (3.92 | ) | (5.69 | ) | (2.50 | ) | (0.38 | ) | (0.37 | ) | ||||||||||||
Paid-in-Capital From Redemption Fees | 0.00 | (2) | 0.00 | (2) | 0.00 | (2) | 0.01 | 0.06 | 0.01 | |||||||||||||||
Net asset value, end of period | $ | 16.62 | $ | 17.10 | $ | 23.04 | $ | 23.66 | $ | 17.23 | $ | 10.57 | ||||||||||||
Total return (3) | 0.75 | % (6,7) | (10.66 | )% (6) | 25.50 | % (6) | 57.85 | % | 68.09 | % | (4.27 | )% | ||||||||||||
Net assets, at end of period (000s) | $ | 41,636 | $ | 71,062 | $ | 121,751 | $ | 112,627 | $ | 27,457 | $ | 5,933 | ||||||||||||
Ratio of gross expenses to average net assets (4,5) | 3.41 | % (8) | 3.41 | % | 3.30 | % | 3.14 | % | 3.50 | % | 3.22 | % | ||||||||||||
Ratio of net expenses to average net assets (5) | 3.41 | % (8) | 3.41 | % | 3.32 | % | 3.17 | % | 3.40 | % | 3.08 | % | ||||||||||||
Ratio of net investment income (loss) to average net assets | 1.87 | % (8) | 2.97 | % | 1.85 | % | (1.41 | )% | (1.56 | )% | (0.99 | )% | ||||||||||||
Portfolio Turnover Rate | 104 | % (7) | 170 | % | 140 | % | 149 | % | 179 | % | 153 | % | ||||||||||||
(1) | Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period. |
(2) | Represents less than $0.01 per share. |
(3) | Total returns shown exclude the effect of applicable sales charges and redemption fees and assumes the reinvestment of distributions. |
(4) | Represents the ratio of expenses to average net assets absent advisory fees waived or recaptured by the Advisor. |
(5) | Excluding dividends from securities sold short and interest expense, the ratio of expenses to average net assets would have been: |
Before fees waived/recaptured | 2.47 | % (8) | 2.47 | % | 2.45 | % | 2.45 | % | 2.58 | % | 2.62 | % | ||||||||||||
After fees waived/recaptured | 2.47 | % (8) | 2.47 | % | 2.47 | % | 2.48 | % | 2.48 | % | 2.48 | % | ||||||||||||
(6) | Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
(7) | Not Annualized. |
(8) | Annualized. |
See accompanying notes to financial statements.
19
Invenomic Fund |
FINANCIAL HIGHLIGHTS |
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Period |
Super Institutional Class | ||||||||||||||||||||||||
For the | ||||||||||||||||||||||||
Six Months Ended | For the | For the | For the | For the | For the | |||||||||||||||||||
April 30, 2025 | Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | |||||||||||||||||||
(Unaudited) | October 31, 2024 | October 31, 2023 | October 31, 2022 | October 31, 2021 | October 31, 2020 | |||||||||||||||||||
Net asset value, beginning of period | $ | 17.79 | $ | 23.84 | $ | 24.19 | $ | 17.49 | $ | 10.70 | $ | 11.49 | ||||||||||||
Activity from investment operations: | ||||||||||||||||||||||||
Net investment income (loss) (1) | 0.20 | 0.67 | 0.57 | (0.19 | ) | (0.16 | ) | (0.07 | ) | |||||||||||||||
Net realized and unrealized gain (loss) on investments | (0.03 | ) | (2.68 | ) | 4.77 | 9.38 | 7.33 | (0.35 | ) | |||||||||||||||
Total from investment operations | 0.17 | (2.01 | ) | 5.34 | 9.19 | 7.17 | (0.42 | ) | ||||||||||||||||
Less distributions from: | ||||||||||||||||||||||||
Net investment income | (0.74 | ) | (0.63 | ) | - | - | (0.01 | ) | - | |||||||||||||||
Net realized gains | - | (3.41 | ) | (5.69 | ) | (2.50 | ) | (0.38 | ) | (0.37 | ) | |||||||||||||
Total distributions | (0.74 | ) | (4.04 | ) | (5.69 | ) | (2.50 | ) | (0.39 | ) | (0.37 | ) | ||||||||||||
Paid-in-Capital From Redemption Fees | 0.00 | (2) | 0.00 | (2) | 0.00 | (2) | 0.01 | 0.01 | 0.00 | (2) | ||||||||||||||
Net asset value, end of period | $ | 17.22 | $ | 17.79 | $ | 23.84 | $ | 24.19 | $ | 17.49 | $ | 10.70 | ||||||||||||
Total return (3) | 0.99 | % (7) | (10.23 | )% (6) | 26.18 | % (6) | 58.62 | % | 68.58 | % | (3.88 | )% | ||||||||||||
Net assets, at end of period (000s) | $ | 414,964 | $ | 238,979 | $ | 451,696 | $ | 256,997 | $ | 60 | $ | 36 | ||||||||||||
Ratio of gross expenses to average net assets (4,5) | 2.91 | % (8) | 2.91 | % | 2.80 | % | 2.64 | % | 3.00 | % | 2.72 | % | ||||||||||||
Ratio of net expenses to average net assets (5) | 2.91 | % (8) | 2.91 | % | 2.82 | % | 2.67 | % | 2.90 | % | 2.58 | % | ||||||||||||
Ratio of net investment income (loss) to average net assets | 2.32 | % (8) | 3.53 | % | 2.45 | % | (0.77 | )% | (1.04 | )% | (0.59 | )% | ||||||||||||
Portfolio Turnover Rate | 104 | % (7) | 170 | % | 140 | % | 149 | % | 179 | % | 153 | % | ||||||||||||
(1) | Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period. |
(2) | Represents less than $0.01 per share. |
(3) | Total returns shown exclude the effect of applicable sales charges and redemption fees and assumes the reinvestment of distributions. |
(4) | Represents the ratio of expenses to average net assets absent advisory fees waived or recaptured by the Advisor. |
(5) | Excluding dividends from securities sold short and interest expense, the ratio of expenses to average net assets would have been: |
1.97 | % (8) | 1.97 | % | 1.95 | % | 1.95 | % | 2.08 | % | 2.12 | % | |||||||||||||
1.97 | % (8) | 1.97 | % | 1.97 | % | 1.98 | % | 1.98 | % | 1.98 | % | |||||||||||||
(6) | Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
(7) | Not Annualized. |
(8) | Annualized. |
See accompanying notes to financial statements.
20
Invenomic Fund |
NOTES TO FINANCIAL STATEMENTS (Unaudited) |
April 30, 2025 |
1. | ORGANIZATION |
The Invenomic Fund (the Fund) is a diversified series of shares of beneficial interest of Northern Lights Fund Trust II (the Trust), a statutory trust organized under the laws of the State of Delaware on August 26, 2010, and is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company.
The Funds investment objective is to seek to achieve long-term capital appreciation. The Fund offers three classes of shares: Institutional Class shares, Investor Class shares and Super Institutional Class shares. The Institutional Class Shares and Investor Class shares commenced operations on June 19, 2017. The Super Institutional Class shares commenced operations on May 10, 2019. Each class of shares is offered at their net asset value. Each class of shares has identical rights and privileges with respect to arrangements pertaining to shareholder servicing or distribution, class -related expenses, voting rights on matters affecting a single class of shares, and the exchange privilege of each class of shares. The share classes differ in the fees and expenses charged to shareholders. 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.
2. | SIGNIFICANT ACCOUNTING POLICIES |
The following is a summary of significant accounting policies followed by the Fund in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (GAAP). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services - Investment Companies.
Operating Segments - The Fund has adopted Financial Accounting Standards Board (FASB) Accounting Standards Update 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (ASU 2023-07). Adoption of the standard impacted financial statement disclosures only and did not affect the Funds financial position or the results of its operations. An operating segment is defined in Topic 280 as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entitys chief operating decision maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The CODM is comprised of the portfolio manager and Chief Financial Officer of the Fund. The Fund operates as a single operating segment. The Funds income, expenses, assets, changes in net assets resulting from operations and performance are regularly monitored and assessed as a whole by the CODM responsible for oversight functions of the Fund, using the information presented in the financial statements and financial highlights.
Securities valuation - Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the primary exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ at the NASDAQ Official Closing Price (NOCP). In the absence of a sale such securities shall be valued at the mean between the current bid and ask prices on the day of valuation. Options contracts listed on a securities exchange or board of trade for which market quotations are readily available shall be valued at the last quoted sales price or, in the absence of a sale, at the mean between the current bid and ask prices on the day of valuation. Option contracts not listed on a securities exchange or board of trade for which over-the-counter market quotations are readily available shall be valued at the mean between the current bid and ask prices on the day of valuation. Index options shall be valued at the mean between the current bid and ask prices on the day of valuation. Short-term debt obligations having 60 days or less remaining until maturity, at time of purchase may be valued at amortized cost. Investments in open-end investment companies are valued at net asset value.
21
Invenomic Fund |
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued) |
April 30, 2025 |
Valuation of Fund of Funds - The Fund may invest in portfolios of open-end or closed-end investment companies (the underlying funds). Underlying open -end funds are valued at their respective net asset values as reported by such investment companies. The underlying funds value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the Boards of the underlying funds. The shares of many closed-end investment companies, after their initial public offering, frequently trade at a price per share, which is different than the net asset value per share. The difference represents a market premium or market discount of such shares. There can be no assurances that the market discount or market premium on shares of any closed-end investment company purchased by the Fund will not change.
The Fund may hold securities, such as private investments, interests in commodity pools, other non-traded securities or temporarily illiquid securities, for which market quotations are not readily available or are determined to be unreliable. These securities will be valued using the fair value procedures approved by the Board. The Board has delegated execution of these procedures to the Adviser as its valuation designee (the Valuation Designee). The Board may also enlist third party consultants such a valuation specialist at a public accounting firm, valuation consultant or financial officer of a security issuer on an as-needed basis to assist the Valuation Designee in determining a security-specific fair value. The Board is responsible for reviewing and approving fair value methodologies utilized by the Valuation Designee, which approval shall be based upon whether the Valuation Designee followed the valuation procedures established by the Board.
Fair Valuation Process - The applicable investments are valued by the Valuation Designee pursuant to valuation procedures established by the Board. For example, fair value determinations are required for the following securities: (i) securities for which market quotations are insufficient or not readily available on a particular business day (including securities for which there is a short and temporary lapse in the provision of a price by the regular pricing source); (ii) securities for which, in the judgment of the Valuation Designee, the prices or values available do not represent the fair value of the instrument; factors which may cause the Valuation Designee to make such a judgment include, but are not limited to, the following: only a bid price or an asked price is available; the spread between bid and asked prices is substantial; the frequency of sales; the thinness of the market; the size of reported trades; and actions of the securities markets, such as the suspension or limitation of trading; (iii) securities determined to be illiquid; and (iv) securities with respect to which an event that will affect the value thereof has occurred (a significant event) since the closing prices were established on the principal exchange on which they are traded, but prior to a Funds calculation of its net asset value. Specifically, interests in commodity pools or managed futures pools are valued on a daily basis by reference to the closing market prices of each futures contract or other asset held by a pool, as adjusted for pool expenses. Restricted or illiquid securities, such as private investments or non-traded securities are valued based upon the current bid for the security from two or more independent dealers or other parties reasonably familiar with the facts and circumstances of the security (who should take into consideration all relevant factors as may be appropriate under the circumstances). If a current bid from such independent dealers or other independent parties is unavailable, the Valuation Designee shall determine, the fair value of such security using the following factors: (i) the type of security; (ii) the cost at date of purchase; (iii) the size and nature of the Funds holdings; (iv) the discount from market value of unrestricted securities of the same class at the time of purchase and subsequent thereto; (v) information as to any transactions or offers with respect to the security; (vi) the nature and duration of restrictions on disposition of the security and the existence of any registration rights; (vii) how the yield of the security compares to similar securities of companies of similar or equal creditworthiness; (viii) the level of recent trades of similar or comparable securities; (ix) the liquidity characteristics of the security; (x) current market conditions; and (xi) the market value of any securities into which the security is convertible or exchangeable.
The Fund utilizes various methods to measure the fair value of all of its 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.
22
Invenomic Fund |
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued) |
April 30, 2025 |
Level 3 - Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Funds own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement 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 April 30, 2025 for the Funds investments measured at fair value:
Assets * | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Common Stock | $ | 1,226,936,454 | $ | - | $ | - | $ | 1,226,936,454 | ||||||||
Warrant | - | 260,117 | - | 260,117 | ||||||||||||
Money Market Fund | 29,104,602 | - | - | 29,104,602 | ||||||||||||
Put Options Purchased | 640,035 | - | - | 640,035 | ||||||||||||
Total | $ | 1,256,681,091 | $ | 260,117 | $ | - | $ | 1,256,941,208 | ||||||||
Liabilities* | ||||||||||||||||
Securities Sold Short | $ | (932,370,756 | ) | $ | - | $ | - | $ | (932,370,756 | ) | ||||||
Total | $ | (932,370,756 | ) | $ | - | $ | - | $ | (932,370,756 | ) |
The fund did not hold any level 3 securities during the period.
* | Refer to the Schedule of Investments for industry classification. |
Security transactions and related income - Security transactions are accounted for on trade date. Interest income is recognized on an accrual basis. Discounts are accreted and premiums are amortized on securities purchased over the lives of the respective securities. Dividend income is recorded on the ex-dividend date. Realized gains or losses from sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.
Dividends and distributions to shareholders - Dividends from net investment income, if any, are declared and paid annually. Distributable net realized capital gains, if any, are declared and distributed annually. Dividends from net investment income and distributions from net realized gains are recorded on ex dividend date and are determined in accordance with federal income tax regulations, which may differ from GAAP. These book/tax differences are considered either temporary (i.e., deferred losses, capital loss carry forwards) or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification. These reclassifications have no effect on net assets, results from operations or net asset value per share of the Fund.
Exchange Traded Funds - The Fund may invest in exchange traded funds (ETFs). ETFs are a type of index fund bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. A Fund may purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although the lack of liquidity on an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.
23
Invenomic Fund |
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued) |
April 30, 2025 |
Foreign Currency Translations - The accounting records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency, and income receipts and expense payments are translated into U.S. dollars using the prevailing exchange rate at the London market close. Purchases and sales of securities are translated into U.S. dollars at the contractual currency rates established at the approximate time of the trade.
Option Transactions - When the Fund writes a call option, an amount equal to the premium received is included in the statement of assets and liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option. If an option expires on its stipulated expiration date or if the Fund enters into a closing purchase transaction, a gain or loss is realized. If a written call option is exercised, a gain or loss is realized for the sale of the underlying security and the proceeds from the sale are increased by the premium originally received. As writer of an option, the Fund has no control over whether the option will be exercised and, as a result, retains the market risk of an unfavorable change in the price of the security underlying the written option.
The Fund may purchase put and call options. Put options are purchased to hedge against a decline in the value of securities held in the Funds portfolio. If such a decline occurs, the put options will permit the Fund to sell the securities underlying such options at the exercise price, or to close out the options at a profit. The premium paid for a put or call option plus any transaction costs will reduce the benefit, if any, realized by the Fund upon exercise of the option, and, unless the price of the underlying security rises or declines sufficiently, the option may expire worthless to the Fund. In addition, in the event that the price of the security in connection with which an option was purchased moves in a direction favorable to the Fund, the benefits realized by the Fund as a result of such favorable movement will be reduced by the amount of the premium paid for the option and related transaction costs. Written and purchased options are non -income producing securities. With purchased options, there is minimal counterparty risk to the Fund since these options are exchange traded and the exchanges clearinghouse, as counterparty to all exchange traded options, guarantees against a possible default.
In conjunction with the use of written options contracts and short sales, the Fund may be required to maintain collateral in various forms. At April 30, 2025, such collateral is denoted in the Funds Schedule of Investments and Statements of Assets and Liabilities. Also, in conjunction with the use of written options contracts and short sales, the Fund, when appropriate, utilize a segregated margin deposit account with the counterparty. At April 30, 2025, these segregated margin deposit accounts are denoted in the Funds Statements of Assets and Liabilities.
Short Sales - A short sale is a transaction in which the Fund sells a security it does not own but has borrowed in anticipation that the market price of that security will decline. The Fund is obligated to replace the security borrowed by purchasing it on the open market at a later date. If the price of the security sold short increases between the time of the short sale and the time the Fund replaces the borrowed security, the Fund will incur a loss, unlimited in size. Conversely, if the price declines, the Fund will realize a gain, limited to the price at which the Fund sold the security short. Certain cash and securities are held as collateral.
Securities Lending Risk - The Fund may lend portfolio securities to institutions, such as banks and certain broker-dealers. A Fund may experience a loss or delay in the recovery of its securities if the borrowing institution breaches its agreement with the Fund.
Federal income tax - It is the Funds policy to qualify as a regulated investment company by complying with the provisions of the Internal Revenue Code that are applicable to regulated investment companies and to distribute substantially all of its taxable income and net realized gains to shareholders. Therefore, no federal income tax provision is required. The 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 that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years ended October 31, 2022 to October 31, 2024, or expected to be taken in the Funds October 31, 2025 year-end tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal and Ohio and foreign jurisdictions where the Fund makes significant investments; however the Fund is 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.
24
Invenomic Fund |
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued) |
April 30, 2025 |
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.
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 Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnities. The Funds maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the 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 TRANSACTIONS |
For the six months ended April 30, 2025, cost of purchases and proceeds from sales of portfolio securities, other than short-term investments and securities sold short, amounted to the following:
Purchases | Sales | |||||
$ | 1,520,320,642 | $ | 1,223,323,516 |
4. | INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES |
Invenomic Capital Management LP serves as the investment advisor to the Fund. Pursuant to an Investment Advisory Agreement with the Fund, the Advisor, under the oversight of the Board, directs the daily operations of the Fund and supervises the performance of administrative and professional services provided by others. As compensation for its services and the related expenses borne by the Advisor, the Fund pays the Advisor an investment advisory fee, computed and accrued daily and paid monthly, at an annual rate of 1.74%. For the six months ended April 30, 2025, the Fund incurred advisory fees in the amount of $9,459,606.
The Funds Advisor has contractually agreed to reduce its fees and/or absorb expenses of the Fund, until at least February 28, 2026 to ensure that Total Annual Fund Operating Expenses after fee waiver and/or reimbursement (excluding interest and tax expenses, dividends on short positions and Acquired Fund Fees and Expenses) for the Fund do not exceed 2.23%, 2.48% and 1.98% of the Funds average net assets, for Institutional Class, Investor Class shares and Super Institutional Class shares, respectively; subject to possible recoupment from the Fund in future years on a rolling three year basis (within the three years after the fees have been waived or reimbursed) if such recoupment can be achieved within the foregoing expense limits. During the six months ended April 30, 2025 the advisor did not waive any advisory fees or recapture previously waived advisory fees. As of April 30, 2025 there are no prior waived fees available for recapture.
Invenomic Capital Management LP serves as the Authorized Service Provider to the Fund. Pursuant to a Shareholder Services Plan with the Fund, the Advisor, under the oversight of the Board, provides customers who own shares of the fund with administrative support services. As compensation for its services and the related expenses borne by the Advisor, the Fund pays the Advisor a shareholder services fee, computed and accrued daily and paid monthly, at an annual rate of 0.25% of the Institutional Class and Investor Class Shares of the Fund. For the six months ended April 30, 2025, the Fund incurred shareholder service fees in the amount of $807,670 and $64,213 for the Institutional Class and Investor Class Shares respectively.
Distributor - The distributor of the Fund is Northern Lights Distributors, LLC (the Distributor). The Board of Trustees of the Northern Lights Fund Trust II has adopted, on behalf of the Fund, the Trusts Master Distribution and Shareholder Servicing Plan (the Plan), as amended, pursuant to Rule 12b -1 under the Investment Company Act of 1940, to pay for certain distribution activities and shareholder services. Under the Plan, the Fund may pay 0.25% per year of the average daily net assets of Investor Class shares for such distribution and shareholder service activities. For the six months ended April 30, 2025, the Fund incurred distribution fees in the amount of $64,213.
25
Invenomic Fund |
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued) |
April 30, 2025 |
In addition, certain affiliates of the Distributor provide services to the Fund 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 GFS, the Fund pays GFS customary fees for providing administration, fund accounting and transfer agency services to the Fund. Certain officers of the Trust are also officers of GFS, and are not paid any fees directly by the Fund for serving in such capacities.
Northern Lights Compliance Services, LLC (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 Fund.
Blu Giant, LLC (Blu Giant), an affiliate of UFS and the Distributor, provides EDGAR conversion and filing services as well as print management services for the Fund on an ad-hoc basis. For the provision of these services, Blu Giant receives customary fees from the Fund.
5. | DERIVATIVE TRANSACTIONS |
The following is a summary of the effect of derivative instruments on the Funds Statement of Assets and Liabilities as of April 30, 2025.
Contract Type/Primary Risk Exposure | Statements of Assets and Liabilities | Value | ||||
Equity Contracts/Equity price risk | Investment securities at value | $ | 640,035 |
The following is a summary of the effect of derivative instruments on the Funds Statement of Operations for the six months ended April 30, 2025.
Change in Unrealized | ||||||||
Contract type/ | Realized Gain/(Loss) | Appreciation/(Depreciation) | ||||||
Primary Risk Exposure | On Options Purchased | on Options Purchased | ||||||
Equity contracts/Equity Price Risk | $ | 774,721 | $ | (111,647 | ) |
The notional value and contracts of the derivative instruments outstanding as of April 30, 2025 as disclosed in the Portfolio of Investments and the amounts realized and changes in unrealized gains and losses on derivative instruments during the period as disclosed above and within the Statement of Operations serve as indicators of the volume of derivative activity for the Fund.
6. | REDEMPTION FEES |
The Fund may assess a short-term redemption fee of 1.00% of the total redemption amount if a shareholder sells his shares after holding them for less than 60 days. The redemption fee is paid directly to the Fund. For the six months ended April 30, 2025 and year ended October 31, 2024 the redemption fees assessed by the Fund were as follows:
Institutional | Investor | Super Institutional | ||||||||||
4/30/2025 | $ | 164,465 | $ | 12,079 | $ | 100,325 | ||||||
10/31/2024 | $ | 80,058 | $ | 9,636 | $ | 32,736 |
26
Invenomic Fund |
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued) |
April 30, 2025 |
7. | AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION - TAX BASIS |
The identified cost of investments in securities owned by the Fund for federal income tax purposes, and its respective gross unrealized appreciation and depreciation at April 30, 2025, was as follows:
Gross | Gross | Net Unrealized | ||||||||||||
Tax | Unrealized | Unrealized | Appreciation | |||||||||||
Cost | Appreciation | Depreciation | (Depreciation) | |||||||||||
$ | 496,518,697 | $ | 148,576,271 | $ | (320,524,516 | ) | $ | (171,948,245 | ) |
8. | DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL |
The tax character of distributions paid during the period ended October 31, 2024 and October 31, 2023 were as follows:
Fiscal Year Ended | Fiscal Year Ended | |||||||
October 31, 2024 | October 31, 2023 | |||||||
Ordinary Income | $ | 234,273,093 | $ | 223,736,988 | ||||
Long-Term Capital Gain | - | - | ||||||
Return of Capital | - | - | ||||||
$ | 234,273,093 | $ | 223,736,988 | |||||
As of October 31, 2024, the components of accumulated earnings/ (deficit) on a tax basis were as follows:
Undistributed | Undistributed | Post October Loss | Capital Loss | Other | Unrealized | Total | ||||||||||||||||||||
Ordinary | Long-Term | and | Carry | Book/Tax | Appreciation/ | Distributable Earnings/ | ||||||||||||||||||||
Income | Gains | Late Year Loss | Forwards | Differences | (Depreciation) | (Accumulated Deficit) | ||||||||||||||||||||
$ | 36,274,741 | $ | - | $ | - | $ | (62,611,598 | ) | $ | - | $ | (127,759,663 | ) | $ | (154,096,520 | ) |
The difference between book basis and tax basis undistributed net investment income/(loss), accumulated net realized gain/(loss), and unrealized appreciation/(depreciation) from investments is primarily attributable to the tax deferral of losses on wash sales, mark-to-market on passive foreign investment companies and adjustments for partnerships. The unrealized appreciation (depreciation) in the table above includes unrealized foreign currency losses of $131,930.
At October 31, 2024, the Fund had capital loss carry forwards for federal income tax purposes available to offset future capital gains as follows:
Short-Term | Long-Term | Total | CLCF Utilized | |||||||||||
$ | 62,611,598 | $ | - | $ | 62,611,598 | $ | - |
Permanent book and tax differences, primarily attributable to prior year tax adjustment made for tax returns resulted in reclassification for the year ended October 31, 2024 as follows:
Paid | ||||||
In | Accumulated | |||||
Capital | Deficit | |||||
$ | (618,757 | ) | $ | 618,757 |
27
Invenomic Fund |
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued) |
April 30, 2025 |
9. | SECURITIES LENDING |
Under an agreement with U.S. Bank National Association (The Bank) the Invenomic Fund (the Fund) can lend its portfolio securities to brokers, dealers and other financial institutions approved by the Board of Trustees to earn additional income. Loans are collateralized by cash, in an amount at least equal to the market value of the securities loaned plus accrued interest, which is invested in highly liquid, short-term instruments such as repurchase agreements collateralized by money market funds in accordance with the Funds security lending procedures. A portion of the income generated by the investment in the collateral, net of any rebates paid by the Bank to the borrowers is remitted to the Bank as lending agent, and the remainder is paid to the Fund. The Fund continues to receive interest or dividends on the securities loaned. The Fund has the right under the Master Securities Lending Agreement to recover the securities from the borrower on demand; if the borrower fails to deliver the securities on a timely basis, the Fund could experience delays or losses on recovery. Additionally, the Fund is subject to the risk of loss from investments made with the cash received as collateral. The Fund manages credit exposure arising from these lending transactions by, in appropriate circumstances, entering into master netting agreements and collateral agreements with third party borrowers that provide in the event of default (such as bankruptcy or a borrowers failure to pay or perform), the right to net a third party borrowers rights and obligations under such agreement and liquidate and set off collateral against the net amount owed by the counterparty. As of April 30, 2025 there were no securities on loan.
10. | CONTROL OWNERSHIP |
The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates presumption of control of the fund, under Section 2(a)(9) of the 1940 Act. As of April 30, 2025, Charles Schwab & Co. and National Financial Services LLC held approximately 40.84% and 25.68%, respectively of the voting securities of the Fund for the benefit of others. The Fund has no knowledge as to whether all or any portion of the shares owned on record by Charles Schwab & Co. and National Financial Services LLC. are also owned beneficially by any party who would be presumed to control the Fund.
11. | SUBSEQUENT EVENTS |
Subsequent events after the date of the Statement of Assets and Liabilities have been evaluated through the date the financial statements were issued. Management has determined that no events or transactions occurred requiring adjustment or disclosure in the financial statements.
28
Invenomic Fund |
ADDITIONAL INFORMATION (Unaudited) |
April 30, 2025 |
Changes in and Disagreements with Accountants
There were no changes in or disagreements with accountants during the period covered by this report.
Proxy Disclosures
Not applicable.
Remuneration Paid to Directors, Officers and Others
Refer to the financial statements included herein.
Statement Regarding Basis for Approval of Investment Advisory Agreement
FACTORS CONSIDERED BY THE TRUSTEES IN THE APPROVAL OF THE RENEWAL OF AN INVESTMENT ADVISORY AGREEMENT
At a meeting (the Meeting) of the Board of Trustees (the Board) of Northern Lights Fund Trust II (the Trust) held on January 21, 2025, the Board, including the disinterested Trustees (the Independent Trustees), considered the approval of the renewal of the advisory agreement (the Advisory Agreement) between Invenomic Capital Management LP (ICM) and the Trust on behalf of the Invenomic Fund (the Fund).
Based on their evaluation of the information provided by ICM, in conjunction with the Funds other service providers, the Board, by a unanimous vote (including a separate vote of the Independent Trustees), approved the renewal of the Advisory Agreement with respect to the Fund.
In advance of the Meeting, the Board requested and received materials to assist them in considering renewal of the Advisory Agreement. The materials provided contained information with respect to the factors enumerated below, including the I Advisory Agreement, a memorandum prepared by the Trusts outside legal counsel discussing in detail the Trustees fiduciary obligations and the factors they should assess in considering the continuation of the Advisory Agreement and comparative information relating to the advisory fee and other expenses of the Fund. The materials also included due diligence materials relating to ICM (including due diligence questionnaires completed by ICM, select financial information of ICM, bibliographic information regarding ICMs key management and investment advisory personnel, and comparative fee information relating to the Fund) 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 approval of the renewal of the Advisory Agreement with respect to the Fund. 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 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 Advisory Agreement. In considering the renewal of the 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. During the discussions with ICM, the Board reviewed materials provided by ICM relating to the Advisory Agreement, including a description of the manner in which investment decisions are made and executed and a review of the professional personnel performing services for the Fund including the individuals that primarily monitor and execute the investment process. The Board discussed and noted they had met with ICM and were familiar with ICMs capabilities and experience managing a mutual fund as well as its commitment to the Fund. The Board then discussed the extent of ICMs research capabilities, the quality of its compliance infrastructure and the experience of its fund management personnel. The Board considered ICMs specific responsibilities in all aspects of the day-to-day management of the Fund and concluded that ICMs personnel have the qualifications and expertise to manage the Fund. The Board also noted that ICM remained committed to the
29
Invenomic Fund |
ADDITIONAL INFORMATION (Unaudited) (Continued) |
April 30, 2025 |
Funds investment strategy. Additionally, the Board received responses from the representatives of ICM with respect to a series of important questions, including: whether ICM is involved in any lawsuits or pending regulatory actions; whether the management of other accounts conflicts with its management of the Fund; and whether ICM has procedures in place to adequately allocate trades among its respective clients. The Board also reviewed the descriptions provided by ICM of its practices for monitoring compliance with the Funds investment limitations, noting that ICMs chief compliance officer would continually review the portfolio managers performance of their duties with respect to the Fund to ensure compliance under ICMs compliance program. The Board then reviewed the capitalization of ICM based on financial information and other materials provided by and discussed with ICM and concluded that ICM was sufficiently well-capitalized to meet its obligations to the Fund. The Board discussed ICMs compliance structure and broker selection process and engaged in a discussion with the Trusts chief compliance officer regarding ICMs business practices. The Board noted that the CCO of the Trust continued to represent that ICMs compliance policies and procedures were reasonably designed to prevent violations of applicable securities laws. The Board also noted ICMs representation that the prospectus and statement of additional information for the Fund accurately describe the investment strategies of the Fund. The Board concluded that ICM had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures necessary to perform its duties under the Advisory Agreement with respect to the Fund and that the nature, overall quality and extent of the management services to be provided by ICM were satisfactory.
Performance. The Board discussed the reports prepared by Broadridge and reviewed the performance of the Fund as compared to its peer group, Morningstar category and benchmark for the one-year, three-year, five-year and since inception periods ended December 31, 2024. The Board noted that the Fund outperformed its peer group median, Morningstar category median and benchmark (the S&P 500 total Return Index) for the three-year, five-year and since inception periods but underperformed its peer group median, Morningstar category median and benchmark for the one-year period. The Board noted the portfolio managers ability to manage risk and concluded that past performance was acceptable.
Fees and Expenses. As to the costs of the services provided by ICM, the Board discussed the comparison of the Funds advisory fee and total operating expense data as compared to its peer group and Morningstar category as presented in the Broadridge Report. The Board noted that although the advisory fee was at the high end of its peer group and Morningstar category, it was not the highest in its peer group or Morningstar category. The Board reviewed the contractual arrangements for the Fund, which stated that ICM had agreed to waive or limit its advisory fee and/or reimburse expenses at least until February 28, 2026, in order to limit net annual operating expenses, exclusive of certain fees, so as not to exceed 2.23%, 2.48% and 1.98% of the Funds average net assets for Institutional Class shares, Investor Class shares and Super Institutional Class shares, respectively. The Board found such arrangements to be beneficial to shareholders. After further consideration, it was the consensus of the Board that, based on ICMs experience and expertise, and the services provided by ICM to the Fund, the advisory fee charged by ICM to the Fund was not unreasonable.
Profitability. The Board also considered the level of profits that accrued to ICM with respect to the Fund based on breakeven and profitability reports and analyses prepared by ICM and reviewed by the Board and the selected financial information provided by ICM. After review and discussion, the Board concluded that profits from ICMs relationship with the Fund were not excessive.
Economies of Scale. As to the extent to which the Fund will realize economies of scale as it grows, and whether the fee levels reflect these economies of scale for the benefit of investors, the Board discussed ICMs expectations for growth of the Fund. The Board noted ICMs intentions to continue with the soft close of the Fund to new investors which will eliminate its ability to grow. After consideration, the Board concluded that the ability of the Fund to achieve economies of scale would be limited.
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 Advisory Agreement and the weight to be given to each such factor. Accordingly, having requested and received such information from ICM as the Trustees believed to be reasonably necessary to evaluate the terms of the Advisory Agreement, and as assisted by the advice of independent counsel, the Board, including a majority of the Independent Trustees voting separately, determined that (a) the terms of the Advisory Agreement are not unreasonable; (b) the investment advisory fee payable pursuant to the Advisory Agreement is not unreasonable; and (c) the Advisory Agreement is in the best interests of the Fund and its 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 Advisory Agreement.
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
Not applicable
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
Not applicable
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
Included under Item 7
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Included under Item 7
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable
Item 15. Submission of Matters to a Vote of Security Holders.
None
Item 16. Controls and Procedures
(a) The registrants Principal Executive Officer and Principal Financial Officer have concluded that the registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act) are effective in design and operation and are sufficient to form the basis of the certifications required by Rule 30a-(2) under the Act, based on their evaluation of these disclosure controls and procedures as of a date within 90 days of this report on Form N-CSR.
(b) There were no changes in the registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrants internal control over financial reporting.
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable
Item 18. Recovery of Erroneously Awarded Compensation.
(a) | Not applicable |
(b) | Not applicable |
Item 19. Exhibits.
(a)(1) Not applicable
(a)(2) Not applicable
(a)(3) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)): Attached hereto.
(a)(4) Not applicable
(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)): Attached hereto
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Northern Lights Fund Trust III
By /s/ Kevin E. Wolf | |
Kevin E. Wolf | |
Principal Executive Officer | |
Date: 7/3/2025 |
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 /s/ Kevin E. Wolf | |
Kevin E. Wolf | |
Principal Executive Officer | |
Date: 7/3/2025 |
By /s/ Erik Naviloff | |
Erik Naviloff | |
Principal Financial Officer | |
Date: 7/3/2025 |