0001580642-21-003651 Sample Contracts

INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST II and LIFEGOAL INVESTMENTS, LLC
Investment Advisory Agreement • August 9th, 2021 • Northern Lights Fund Trust Ii • New York

AGREEMENT, made as of May 18, 2021 between NORTHERN LIGHTS FUND TRUST II, a Delaware statutory trust (the "Trust"), and LIFEGOAL INVESTMENTS, LLC, a Delaware limited liability company (the "Adviser"), located at 5 Spring Street, Saratoga Springs, New York 12866.

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ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • August 9th, 2021 • Northern Lights Fund Trust Ii • Nebraska

This ETF Distribution Agreement (this “Agreement”) is effective the 27th day of April, 2021, between Northern Lights Fund Trust II, a Delaware statutory trust (the “Trust”), on behalf of itself and the fund(s) listed on Schedule B, as may be amended from time to time (each, a “Fund”, and collectively, the “Funds”), and Northern Lights Distributors, LLC a Nebraska limited liability company (the “Distributor”).

ETF FUND SERVICES AGREEMENT
Etf Fund Services Agreement • August 9th, 2021 • Northern Lights Fund Trust Ii • New York

THIS ETF FUND SERVICES AGREEMENT (this “Agreement”) dated the 27th day of April, 2021 (the “Effective Date”), is entered into by and between NORTHERN LIGHTS FUND TRUST II, a Delaware statutory trust having its principal office and place of business at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246 (the "Trust") and GEMINI FUND SERVICES, LLC, a Nebraska limited liability company having its principal office and place of business at 4221 North 203rd Street, Suite 100, Elkhorn, Nebraska 68022 (“GFS”).

PENSERRA CAPITAL MANAGEMENT LLC SUB-ADVISORY AGREEMENT
Capital Management LLC Sub-Advisory Agreement • August 9th, 2021 • Northern Lights Fund Trust Ii • New York

Sub-Advisory Agreement (this “Agreement”) entered into as of the 18th day of May, 2021, by and between LifeGoal Investments LLC, a limited liability company with its principal place of business at 5 Spring Street, Saratoga Springs, New York 12866 (the “Adviser”), and Penserra Capital Management LLC, a registered investment advisor organized under the laws of the State of New York (the “Sub-Adviser”).

NORTHERN LIGHTS FUND TRUST II OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT
And Security Agreement • August 9th, 2021 • Northern Lights Fund Trust Ii • New York

THIS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT (the “Agreement”) is effective as of the 18th day of May, 2021, by and between Northern Lights Fund Trust II, a Delaware business trust (the “Trust”), on behalf of LifeGoal Children Investment ETF, LifeGoal General Conservative Investment ETF, LifeGoal Homeowner Investment ETF, LifeGoal Vacation Investment ETF and the LifeGoal Wealth Builder ETF, (the “Funds”) each a series of the Trust, and the advisor of such Funds, LifeGoal Investments, LLC (the “Advisor”).

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