0000910472-12-001853 Sample Contracts

INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST II and CROW POINT PARTNERS, LLC
Investment Advisory Agreement • June 19th, 2012 • Northern Lights Fund Trust Ii • New York

AGREEMENT, made as of March 6, 2012 between NORTHERN LIGHTS FUND TRUST II, a Delaware statutory trust (the "Trust"), and CROW POINT PARTNERS, LLC, a Delaware limited liability company (the "Adviser"), located at 10 New Driftway, Suite 203, Scituate, MA 02066.

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NORTHERN LIGHTS FUND TRUST II OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT INFLATION HEDGES STRATEGY FUND
And Security Agreement • June 19th, 2012 • Northern Lights Fund Trust Ii • New York

THIS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT (the “Agreement”) is effective as of the 3rd day of May, 2012, by and between NORTHERN LIGHTS FUND TRUST II, a Delaware business trust (the “Trust”), on behalf of the INFLATION HEDGES STRATEGY FUND, (the “Fund”) a series of the Trust, and the advisor of such Fund, North Peak Asset Management, LLC (the “Advisor”).

DISTRIBUTION PLAN PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 NORTHERN LIGHTS FUND TRUST II On behalf of its series Longboard Managed Futures Strategy Fund
Distribution Plan • June 19th, 2012 • Northern Lights Fund Trust Ii

DISTRIBUTION PLAN made as of May 3, 2012 by and between Northern Lights Fund Trust II (the "Trust") on behalf of its separate series, LONGBOARD MANAGED FUTURES STRATEGY FUND (the “Fund”) and the distributor for the Fund, Northern Lights Distributors, LLC (the “DISTRIBUTOR”).

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