INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST II and ADVISORS PREFERRED LLCInvestment Advisory Agreement • August 3rd, 2011 • Northern Lights Fund Trust Ii • New York
AGREEMENT, made as of May 17, 2011 between Northern Lights Fund Trust II, a Delaware statutory trust (the "Trust"), and Advisors Preferred LLC, a Maryland limited liability company (the "Adviser") located at 1445 Research Blvd, Suite 530, Rockville, MD 20850.
FORM OF CUSTODY AGREEMENTCustody Agreement • August 3rd, 2011 • Northern Lights Fund Trust Ii • Minnesota
THIS AGREEMENT is made and entered into as of this 17th day of May, 2011, by and between Northern Lights Fund Trust II, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).
FUND SERVICES AGREEMENT between NORTHERN LIGHTS FUND TRUST II andFund Services Agreement • August 3rd, 2011 • Northern Lights Fund Trust Ii • New York
THIS FUND SERVICES AGREEMENT (the “Agreement”) made as of 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, Nebraska 68137 (the "Trust") and GEMINI FUND SERVICES, LLC, a Nebraska limited liability company having its principal office and place of business at 4020 South 147th Street, Omaha, Nebraska 68137 (“GFS”). This Agreement replaces and supersedes all prior understandings and agreements between the parties hereto for the services described below.
SUBADVISORY AGREEMENTSubadvisory Agreement • August 3rd, 2011 • Northern Lights Fund Trust Ii • Delaware
THIS AGREEMENT is made and entered into as of the 17th day of May, 2011, by and between Advisors Preferred, LLC (the “Adviser”), a Maryland limited liability company registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Hundredfold Advisors, LLC, a Virginia limited liability company organized under the laws of Virginia (the “Subadviser”) and also registered under the Advisers Act, with respect to Hundredfold Select Alternative Fund, Hundredfold Select Global Fund, Hundredfold Select Equity Fund (each a “Fund”, collectively the “Funds”), a series of the NORTHERN LIGHTS FUND TRUST II, a Delaware statutory trust (the “Trust”).
CEROS FINANCIAL SERVICES INC DISTRIBUTION AGREEMENTDistribution Agreement • August 3rd, 2011 • Northern Lights Fund Trust Ii • Maryland
THIS AGREEMENT is by and between Hundredfold Select Alternative Fund, Hundredfold Select Global Fund and Hundredfold Select Equity Fund (each a “Fund” and collectively “the Funds”), each a series of Northern Lights Fund Trust II, a Delaware statutory trust (the “Trust”), and Ceros Financial Services Inc. (“Ceros”), a corporation organized and existing under the laws of the State of Massachusetts (the “Distributor”).
CONSULTING AGREEMENTConsulting Agreement • August 3rd, 2011 • Northern Lights Fund Trust Ii • New York
This Consulting Agreement (the “Agreement”) is effective May 17, 2011, between NORTHERN LIGHTS COMPLIANCE SERVICES, LLC, a Nebraska limited liability company located at 450 Wireless Boulevard, Hauppauge, NY 11788 (“NLCS”), and NORTHERN LIGHTS FUND TRUST II, a registered investment company organized as a Delaware business trust, located at 4020 South 147th Street, Omaha, NE 68137 (the "Trust"), on behalf of each portfolio series listed on the attached Appendix A, as may be amended from time to time (each a “Fund” and collectively “Funds”).
FORM OF AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • August 3rd, 2011 • Northern Lights Fund Trust Ii • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made as of this [ ] day of [ ], 2011, among DIREXION FUNDS, a Massachusetts business trust, with its principal place of business at 33 Whitehall Street, 10th Floor, New York, New York 10004 (“Direxion”), on behalf of each of the “Spectrum Funds” (listed on Schedule A attached hereto (“Schedule A”) under the heading “Direxion Funds (Target Funds)”), each a segregated portfolio of assets (“series”) of Direxion (each, a “Target Fund”), NORTHERN LIGHTS FUND TRUST II, a Delaware statutory trust, with its principal place of business at 4020 South 147th Street, Omaha, Nebraska 68137 (“Northern Lights”), on behalf of each of its “Hundredfold Funds” series (listed on Schedule A under the heading “Northern Lights Fund Trust II (Acquiring Funds)”) (each, an “Acquiring Fund”) (each Target Fund and Acquiring Fund being sometimes referred to herein as a “Fund”), and, solely with respect to Article VIII, ADVISORS PREFERRED LLC (“Advisors Pref
ALSTON&BIRD LLPAgreement and Plan of Reorganization • August 3rd, 2011 • Northern Lights Fund Trust Ii
Agreement and Plan of Reorganization by and among Direxion Funds, on behalf of, among others, its series, [Spectrum Select Alternative Fund][Spectrum Global Perspective Fund][Spectrum Equity Opportunity Fund], Northern Lights Fund Trust II, on behalf of, among others, its series, [Hundredfold Select Alternative Fund][Hundredfold Select Global Fund][Hundredfold Select Equity Fund], Advisors Preferred LLC, and Gemini Fund Services, LLC, as of ____ __, 2011
