0000910472-11-001808 Sample Contracts

INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST II and NORTH STAR INVESTMENT MANAGEMENT CORPORATION
Investment Advisory Agreement • September 20th, 2011 • Northern Lights Fund Trust Ii • New York

AGREEMENT, made as of August 11, 2011 between Northern Lights Fund Trust II, a Delaware statutory trust (the "Trust"), and North Star Investment Management Corporation , an Illinois corporation (the "Adviser"), located at 20 N. Wacker Drive, Suite 116, Chicago, Illinois 60606

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SUBADVISORY AGREEMENT
Subadvisory Agreement • September 20th, 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”).

NORTHERN LIGHTS FUND TRUST II OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • September 20th, 2011 • Northern Lights Fund Trust Ii • New York

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 11th day of August, 2011, by and between NORTHERN LIGHTS FUND TRUST II, a Delaware statutory trust (the “Trust”), on behalf of the NORTH STAR OPPORTUNITY FUND, (the “Fund”) a series of the Trust and the Advisor of such Fund, North Star Investment Management Corporation (the “Advisor”).

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