0001580642-15-003111 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • July 24th, 2015 • Northern Lights Fund Trust Ii • Delaware

THIS AGREEMENT is made and entered into as of the 10th day of July, 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 APIS CAPITAL ADVISORS, LLC. A limited liability company incorporated under the laws of Delaware (the “Subadviser”) and also registered under the Advisers Act, with respect to the BALTER LONG/SHORT EQUITY FUND (the “Fund”), a series of the NORTHERN LIGHTS FUND TRUST II, a Delaware statutory trust (the “Trust”).

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AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION
Agreement and Plan of Reorganization and Termination • July 24th, 2015 • Northern Lights Fund Trust Ii • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION (“Agreement”) is made as of June 24, 2015, among Northern Lights Fund Trust II, a Delaware statutory trust, with its principal place of business at 17605 Wright Street, Omaha, NE 68130 (“New Trust”), on behalf of a single segregated portfolio of assets (“series”) thereof listed under the heading “New Fund” on Schedule A attached hereto (“Schedule A”) (“New Fund”), and PROFESSIONALLY MANAGED PORTFOLIOS, a Massachusetts business trust, with its principal place of business at 615 East Michigan Street, Milwaukee, Wisconsin 53202 (“Old Trust”), on behalf of the series thereof listed under the heading “Existing Fund” on Schedule A (“Existing Fund”), and solely with respect to paragraph 6, Balter Liquid Alternatives, LLC (the “Manager”) (Each of the New Trust and Old Trust is sometimes referred to herein, each as an “Investment Company” and collectively, as “Investment Companies,” and the New Fund and Existing Fund are sometimes referr

FIRST AMENDMENT TO THE NORTHERN LIGHTS FUND TRUST II CUSTODY AGREEMENT
Custody Agreement • July 24th, 2015 • Northern Lights Fund Trust Ii

THIS FIRST AMENDMENT, effective as of July 24, 2015, to the Custody Agreement, dated as of May 26, 2015, (the “Agreement”), is entered into by and between NORTHERN LIGHTS FUND TRUST II, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, (the “Custodian”).

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