0000910472-13-000174 Sample Contracts

INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST II and WITHERSPOON ASSET MANAGEMENT LLC
Investment Advisory Agreement • January 17th, 2013 • Northern Lights Fund Trust Ii • New York

AGREEMENT, made as of November 26, 2012 between Northern Lights Fund Trust II, a Delaware statutory trust (the "Trust"), and Witherspoon Asset Management LLC , an Delaware limited liability company (the "Adviser"), located at 15 Chambers Street, Princeton, New Jersey 08542.

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NORTHERN LIGHTS FUND TRUST II OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT WITHERSPOON MANAGED FUTURES STRATEGY FUND
And Security Agreement • January 17th, 2013 • Northern Lights Fund Trust Ii • New York

THIS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT (the “Agreement”) is effective as of the 26th day of November, 2012, by and between NORTHERN LIGHTS FUND TRUST II, a Delaware business trust (the “Trust”), on behalf of the WITHERSPOON MANAGED FUTURES STRATEGY FUND, (the “Fund”) a series of the Trust, and the advisor of the Fund, Witherspoon Asset Management, LLC (the “Advisor”).

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