0000910472-11-001194 Sample Contracts

UNDERWRITING AGREEMENT

Underwriting Agreement • July 19th, 2011 • Northern Lights Fund Trust Ii • Nebraska

• Contract Type
  Underwriting Agreement
• Filed
  July 19th, 2011
• Company
  Northern Lights Fund Trust Ii
• Jurisdiction
  Nebraska

THIS UNDERWRITING AGREEMENT made the 17th day of May 2011 by and between NORTHERN LIGHTS FUND TRUST II, a Delaware statutory trust, having its principal office and place of business at 4020 South 147th Street, Omaha, Nebraksa 68137 (the “Trust”), and NORTHERN LIGHTS DISTRIBUTORS, LLC, a Nebraska limited liability company having its principal office and place of business at 4020 South 147th Street, Omaha, Nebraska 68137 (“NLD”).

ALSTON&BIRD LLP

Agreement and Plan of Reorganization • July 19th, 2011 • Northern Lights Fund Trust Ii

• Contract Type
  Agreement and Plan of Reorganization
• Filed
  July 19th, 2011
• Company
  Northern Lights Fund Trust Ii

Agreement and Plan of Reorganization by and among Northern Lights Fund Trust II, on behalf of its series, the Two Oaks Diversified Income Fund, Santa Barbara Group of Mutual Funds, on behalf of its series, The Montecito Fund, and Two Oaks Investment Management, LLC as of ____ __, 2011

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

Agreement and Plan of Reorganization • July 19th, 2011 • Northern Lights Fund Trust Ii • Delaware

• Contract Type
  Agreement and Plan of Reorganization
• Filed
  July 19th, 2011
• Company
  Northern Lights Fund Trust Ii
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”), made as of this __th day of _________, 2011, by and between Northern Lights Fund Trust II (the “Acquiring Trust”), a statutory trust created and organized under the laws of the State of Delaware, with its principal place of business at 400 South 147th Street, Omaha, Nebraska, on behalf of its series, the Two Oaks Diversified Income Fund (the “Acquiring Fund”), Santa Barbara Group of Mutual Funds (the “Santa Barbara Funds”), a corporation created under the laws of the State of Maryland, with its principal place of business at 1270 Hillcrest Avenue, Pasadena, California, on behalf of its series, The Montecito Fund (the “Acquired Fund”), and Two Oaks Investment Management, LLC (“Two Oaks”), the Acquiring Fund adviser with its principal place of business at 7110 North Fresno Street, Suite 450, Fresno, CA 93720. (The Acquiring Trust, on behalf of the Acquiring Fund, and the Santa Barbara Funds, on behalf of the Acquired Fund, are here