0001580642-15-002339 Sample Contracts

INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST II and BALTER LIQUID ALTERNATIVES, LLC
Investment Advisory Agreement • May 26th, 2015 • Northern Lights Fund Trust Ii • New York

AGREEMENT, made as of May 21, 2015, between NORTHERN LIGHTS FUND TRUST II, a Delaware statutory trust (the "Trust"), and BALTER LIQUID ALTERNATIVES, LLC, a Delaware limited liability company (the "Adviser"), located at 125 High Street, Oliver Street Tower, Suite 802, Boston, MA 02110.

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CUSTODY AGREEMENT
Custody Agreement • May 26th, 2015 • Northern Lights Fund Trust Ii • Minnesota

THIS AGREEMENT is made and entered into as of this 26th day of May, 2015, by and between NORTHERN LIGHTS FUND TRUST II, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

NORTHERN LIGHTS FUND TRUST II OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT
And Security Agreement • May 26th, 2015 • Northern Lights Fund Trust Ii • New York

THIS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT (the “Agreement”) is effective as of the 21st day of May 2015, by and between NORTHERN LIGHTS FUND TRUST II, a Delaware business trust (the “Trust”), on behalf of the BALTER DISCRETIONARY GLOBAL MACRO FUND and the BALTER LONG/SHORT EQUITY FUND, (the “Funds”) each a series of the Trust, and the advisor of the Funds, Balter Liquid Alternative, LLC (the “Advisor”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • May 26th, 2015 • Northern Lights Fund Trust Ii • Delaware

THIS AGREEMENT is made and entered into as of the 26th day of May 2015, by and between BALTER LIQUID ALTERNATIVES LLC (the “Adviser”), a Delaware limited liability company registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and WILLOWBRIDGE ASSOCIATES INC., incorporated under the laws of Delaware (the “Subadviser”) which is registered under the Advisers Act, with respect to BALTER DISCRETIONARY GLOBAL MACRO OFFSHORE FUND LTD., incorporated as an exempted company with limited liability in the Cayman Islands (the “Fund”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 26th, 2015 • Northern Lights Fund Trust Ii • Delaware

AGREEMENT made as of May 21, 2015, between BALTER DISCRETIONARY GLOBAL MACRO OFFSHORE FUND LTD, an exempted company incorporated in the Cayman Islands with limited liability (the “Fund”), and BALTER LIQUID ALTERNATIVES LLC, an Delaware limited liability company (the “Investment Manager”) registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

APPENDIX IV-26 LIST OF FUNDS SERVICES & FEES
Fund Services Agreement • May 26th, 2015 • Northern Lights Fund Trust Ii

This Appendix IV-26 is part of the Fund Services Agreement (the “Agreement”) between Northern Lights Fund Trust II and Gemini Fund Services, LLC. Set forth below are the Services elected by the Fund(s) identified on this Appendix IV-26 along with the associated Fees.

UNDERWRITING AGREEMENT Between NORTHERN LIGHTS FUND TRUST II and NORTHERN LIGHTS DISTRIBUTORS, LLC
Underwriting Agreement • May 26th, 2015 • Northern Lights Fund Trust Ii • Nebraska

THIS UNDERWRITING AGREEMENT effective the 30th day of April, 2015, by and between NORTHERN LIGHTS FUND TRUST II, a Delaware statutory trust, having its principal office and place of business at 17605 Wright Street, Omaha, Nebraska 68130 (the “Trust”), and NORTHERN LIGHTS DISTRIBUTORS, LLC, a Nebraska limited liability company having its principal office and place of business at 17605 Wright Street, Omaha, Nebraska 68130 (“NLD”).

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