0000910472-12-000695 Sample Contracts

INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST II and AIS CAPITAL MANAGEMENT, LLC
Investment Advisory Agreement • March 8th, 2012 • Northern Lights Fund Trust Ii • New York

AGREEMENT, made as of January 23, 2012 between NORTHERN LIGHTS FUND TRUST II, a Delaware statutory trust (the "Trust"), and AIS CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the "Adviser"), located at 187 Danbury Road, Wilton, CT 06897.

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NORTHERN LIGHTS FUND TRUST II OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT AIS TAAP FUND
Operating Expenses Limitation and Security Agreement • March 8th, 2012 • Northern Lights Fund Trust Ii • New York

THIS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT (the “Agreement”) is effective as of the 23RD day of January, 2012, by and between NORTHERN LIGHTS FUND TRUST II, a Delaware business trust (the “Trust”), on behalf of AIS TAAP FUND, “The Asset Allocation Portfolio” (the “Fund”), a series of the Trust, and the advisor of such Fund, AIS Capital Management, LLC (the “Advisor”).

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