0000910472-11-002139 Sample Contracts

INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST II and RJO INVESTMENT MANAGEMENT, LLC
Investment Advisory Agreement • October 27th, 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 RJO Investment Management, LLC a Delaware limited liability company (the "Adviser"), located at 222 South Riveside Plaza, Suite 900, Chicago, IL.

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DISTRIBUTION PLAN PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 NORTHERN LIGHTS FUND TRUST II On behalf of its series MARINER HYMAN BECK FUND
Distribution Plan • October 27th, 2011 • Northern Lights Fund Trust Ii

DISTRIBUTION PLAN made as of August 11, 2011 by and between Northern Lights Fund Trust II (the "Trust") on behalf of its separate series, MARINER HYMAN BECK FUND, (the “Fund”) and the distributor for the Fund, Northern Lights Distributors, LLC (the “DISTRIBUTOR”).

NORTHERN LIGHTS FUND TRUST II OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • October 27th, 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 Mariner Hyman Beck Fund, (the “Fund”) a series of the Trust and the Advisor of such Fund, RJO Investment Management, LLC (the “Advisor”).

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