0001580642-20-004599 Sample Contracts

INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST II and EATON VANCE WATEROAK ADVISORS
Investment Advisory Agreement • December 23rd, 2020 • Northern Lights Fund Trust Ii • New York

AGREEMENT, made as of December 9, 2020 between Northern Lights Fund Trust II, a Delaware statutory trust (the "Trust"), and Eaton Vance WaterOak Advisors (formerly known as Eaton Vance Investment Counsel), a Massachusetts Busniess Trust (the "Adviser"), located at Two International Place, 14th Floor, Boston, MA 02110.

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NORTHERN LIGHTS FUND TRUST II OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT
Operating Expenses Limitation and Security Agreement • December 23rd, 2020 • Northern Lights Fund Trust Ii • New York

THIS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT (the “Agreement”) is effective as of December 9, 2020, by and between NORTHERN LIGHTS FUND TRUST II, a Delaware statutory trust (the “Trust”), on behalf of WOA All Asset I, (the “Fund”) a series of the Trust, and the advisor of such Fund, EATON VANCE WATEROAK ADVISORS (FORMERLY KNOW AS EATON VANCE INVESTMENT COUNSEL) (the “Advisor”).

CUSTODY AGREEMENT
Custody Agreement • December 23rd, 2020 • Northern Lights Fund Trust Ii • Ohio

THIS AGREEMENT, is made as of December 4, 2020 (the “Agreement”), by and between Northern Lights Fund Trust II, a statutory trust organized under the laws of the State of Delaware (the “Company”), and Fifth Third Bank, National Association (“Fifth Third Bank”) (the “Custodian”).

APPENDIX IV-4 LIST OF FUNDS SERVICES & FEES
Fund Services Agreement • December 23rd, 2020 • Northern Lights Fund Trust Ii

This Appendix IV-4 is part of the Fund Services Agreement (the “Agreement”), dated May 17, 2011, as amended, between Northern Lights Fund Trust II (the “Trust”) and Gemini Fund Services, LLC (“GFS”). Set forth below are the Services elected by the Fund(s) identified on this Appendix IV-4 along with the associated Fees. Capitalized terms used herein that are not otherwise defined shall have the same meanings ascribed to them in the Agreement.

Contract
Fund Services Agreement • December 23rd, 2020 • Northern Lights Fund Trust Ii

This Appendix IV-34 is part of the Fund Services Agreement (the “Agreement”), dated May 17, 2011, as amended, between Northern Lights Fund Trust II (the “Trust”) and Gemini Fund Services, LLC (“GFS”). Set forth below are the Services elected by the Fund(s) identified on this Appendix IV-34 along with the associated Fees. Capitalized terms used herein that are not otherwise defined shall have the same meanings ascribed to them in the Agreement.

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