0001580642-20-000825 Sample Contracts

INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST II and INNEALTA CAPITAL, LLC
Investment Advisory Agreement • February 25th, 2020 • Northern Lights Fund Trust Ii • New York

AGREEMENT, made as of March 27, 2018 between NORTHERN LIGHTS FUND TRUST II, a Delaware statutory trust (the "Trust"), and INNEALTA CAPITAL, LLC a Texas limited liability company (the "Adviser"), located at 12117 FM 2244, Building 3, Suite 170, Austin, TX 78738.

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NORTHERN LIGHTS FUND TRUST II OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT F/m INVESTMENTS EUROPEAN L/S SMALL CAP FUND
And Security Agreement • February 25th, 2020 • Northern Lights Fund Trust Ii • New York

WHEREAS, the Advisor renders advice and services to the Fund pursuant to the terms and provisions of an Investment Advisory Agreement between the Trust and the Advisor dated as of the October 10, 2019 (the “Investment Advisory Agreement”); and

SUBADVISORY AGREEMENT
Subadvisory Agreement • February 25th, 2020 • Northern Lights Fund Trust Ii • Delaware

THIS AGREEMENT is made and entered into as of the 11th day of October, 2019 by and between F/m INVESTMENTS, LLC (the “Adviser”), a Delaware limited liability company registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and S.W. MITCHELL CAPITAL LLP, a limited liability partnership incorporated in England and Wales (the “Subadviser”) and also registered under the Advisers Act, with respect to F/m INVESTMENTS EUROPEAN L/S SMALL CAP FUND (the “Fund”), a series of the NORTHERN LIGHTS FUND TRUST II, a Delaware statutory trust (the “Trust”).

THIRD AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • February 25th, 2020 • Northern Lights Fund Trust Ii

THIS THIRD Amendment TO FUND SERVICES AGREEMENT (this “Amendment”) is effective as of April 1, 2020, and is made by and between Gemini Fund Services, LLC, a Nebraska limited liability company (“GFS”), and Northern Lights Fund Trust II, a Delaware statutory trust (the “Trust”).

FOURTH AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • February 25th, 2020 • Northern Lights Fund Trust Ii

THIS FOURTH Amendment TO FUND SERVICES AGREEMENT (this “Amendment”) is effective as of January 1, 2020, and is made by and between Gemini Fund Services, LLC, a Nebraska limited liability company (“GFS”), and Northern Lights Fund Trust II, a Delaware statutory trust (the “Trust”).

NORTHERN LIGHTS FUND TRUST II OPERATING EXPENSES LIMITATION AGREEMENT DYNAMIC GLOBAL DIVERSIFIED FUND DYNAMIC INTERNATIONAL OPPORTUNITY FUND DYNAMIC U.S. OPPORTUNITY FUND
Operating Expenses Limitation Agreement • February 25th, 2020 • Northern Lights Fund Trust Ii • New York

WHEREAS, the Advisor renders advice and services to the Funds pursuant to the terms and provisions of an Investment Advisory Agreement between the Trust and the Advisor dated as of March 27, 2018, as amended October 14, 2019 (the “Investment Advisory Agreement”); and

APPENDIX IV-32 LIST OF FUNDS SERVICES & FEES
Fund Services Agreement • February 25th, 2020 • Northern Lights Fund Trust Ii

This Appendix IV-32 is part of the Fund Services Agreement (the “Agreement”), dated May 17, 2011, between Northern Lights Fund Trust II (the “Trust”) and Gemini Fund Services, LLC (“GFS”) and supersedes and replaces any existing Appendix IV to the Agreement relating to the Fund(s) identified below. Set forth below are the Services elected by the Fund(s) identified on this Appendix IV-32 along with the associated Fees. Capitalized terms used herein that are not otherwise defined shall have meanings ascribed to them in the Agreement.

APPENDIX IV-33 LIST OF FUNDS SERVICES & FEES
Fund Services Agreement • February 25th, 2020 • Northern Lights Fund Trust Ii

This Appendix IV-33 is part of the Fund Services Agreement (the “Agreement”), dated May 17, 2011, 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-33 along with the associated Fees. Capitalized terms used herein that are not otherwise defined shall have meanings ascribed to them in the Agreement.

APPENDIX IV-26 LIST OF FUNDS SERVICES & FEES
Fund Services Agreement • February 25th, 2020 • Northern Lights Fund Trust Ii

This Appendix IV-26 is part of the Fund Services Agreement (the “Agreement”), dated May 17, 2011, 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-26 along with the associated Fees. Capitalized terms used herein that are not otherwise defined shall have meanings ascribed to them in the Agreement.

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