0000910472-11-001338 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST II and ADVISORS PREFERRED LLC
Investment 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 ..

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UNDERWRITING AGREEMENT
Underwriting Agreement • August 3rd, 2011 • Northern Lights Fund Trust Ii • 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”).

FORM OF DISTRIBUTION PLAN PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 NORTHERN LIGHTS FUND TRUST II On behalf of its series ALTERNATIVE STRATEGIES MUTUAL FUND
Distribution Plan • August 3rd, 2011 • Northern Lights Fund Trust Ii

DISTRIBUTION PLAN made as of May 17, 2011 by and between Northern Lights Fund Trust II (the "Trust") on behalf of its separate series, ALTERNATIVE STRATEGIES MUTUAL FUND, (the “Fund”) and the distributor for the Fund, Northern Lights Distributors, LLC (the “DISTRIBUTOR”).

LICENSE AGREEMENT
License Agreement • August 3rd, 2011 • Northern Lights Fund Trust Ii • California
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