0000910472-11-002659 Sample Contracts

INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST II and WATER OAK ADVISORS LLC
Investment Advisory Agreement • December 14th, 2011 • Northern Lights Fund Trust Ii • New York

AGREEMENT, made as of November 29, 2011 between Northern Lights Fund Trust II, a Delaware statutory trust (the "Trust"), and Water Oak Advisors LLC , a Florida limited liability company (the "Adviser"), located at 450 S. Orange Avenue, 4th Floor, Orlando, FL 32801 ..

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DISTRIBUTION PLAN PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 NORTHERN LIGHTS FUND TRUST II On behalf of its series WOA All Asset I
Distribution Plan • December 14th, 2011 • Northern Lights Fund Trust Ii

DISTRIBUTION PLAN made as of August 11, 2011 by and between Northern Lights Fund Trust II (the "Trust") on behalf of its separate series, WOA All Asset I , (the “Fund”) and the distributor for the Fund, Northern Lights Distributors, LLC (the “DISTRIBUTOR”).

NORTHERN LIGHTS FUND TRUST II OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • December 14th, 2011 • Northern Lights Fund Trust Ii • New York

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 28th day of October, 2011, 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, Water Oak Advisors LLC (the “Advisor”).

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