0000910472-13-001618 Sample Contracts

INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST II and NORTH STAR INVESTMENT MANAGEMENT CORPORATION
Investment Advisory Agreement • April 30th, 2013 • Northern Lights Fund Trust Ii • New York

AGREEMENT, made as ofAugust 11, 2011, as amended January 22, 2013, 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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NORTHERN LIGHTS FUND TRUST II OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT AFTERSHOCK STRATEGIES FUND
And Security Agreement • April 30th, 2013 • 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, as amended March 12, 2013, by and between NORTHERN LIGHTS FUND TRUST II, a Delaware business trust (the “Trust”), on behalf of the AFTERSHOCK STRATEGIES FUND, (the “Fund”) a series of the Trust, and the advisor of such Fund, Absolute Investment Management, LLC (the “Advisor”).

NORTHERN LIGHTS FUND TRUST II OPERATING EXPENSES LIMITATION AGREEMENT
Expenses Limitation Agreement • April 30th, 2013 • Northern Lights Fund Trust Ii • New York

WHEREAS, the Advisor renders advice and services to the Funds pursuant to the terms and provisions of an Investment Advisory Agreement between the Trust and the Advisor dated as of the 11th day of August, 2011, as amended March 12, 2013 (the “Investment Advisory Agreement”); and

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