National Retail Fund III Sample Contracts

UNDERWRITING AGREEMENT Between NATIONAL RETAIL FUND I NATIONAL RETAIL FUND II NATIONAL RETAIL FUND III and NORTHERN LIGHTS DISTRIBUTORS, LLC
Underwriting Agreement • August 21st, 2008 • National Retail Fund III • Nebraska

AGREEMENT made this 21st day of August 2008, by and among National Retail Fund I, National Retail Fund II and National Retail Fund III, each a Delaware statutory trust (each a “Trust” and collectively the “Trusts”), having their principal office and place of business at 4020 South 147th Street, Omaha, Nebraska 68137, and NORTHERN LIGHTS DISTRIBUTORS, LLC, a Nebraska limited liability company having its principal office and place of business at 4020 South 147th Street, Omaha, Nebraska 68137 (“NLD”).

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NATIONAL RETAIL FUND III AGREEMENT AND DECLARATION OF TRUST Dated as of March 27, 2008
Trust Agreement • April 9th, 2008 • National Retail Fund III • Delaware
National Retail Funds INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • May 20th, 2009 • National Retail Fund III • New York

THIS INVESTMENT MANAGEMENT AGREEMENT (the “Agreement”) made as of the 1st day of August, 2008, as revised on May 6, 2009, by and among National Retail Fund III, a Delaware business trust ( the “Trust ), and Fulcrum Advisory Services, Inc. (the “Adviser”), a registered investment adviser with the Securities and Exchange Commission.

BY-LAWS of NATIONAL RETAIL FUND III A Delaware Statutory Trust Dated as of March 27, 2008 INTRODUCTION
By-Laws • April 9th, 2008 • National Retail Fund III

Agreement and Declaration of Trust. These by-laws shall be subject to the Agreement and Declaration of Trust, as from time to time in effect (the “Declaration of Trust”), of the National Retail Fund III, a Delaware statutory trust (the “Trust”). In the event of any inconsistency between the terms hereof and the terms of the Declaration of Trust, the terms of the Declaration of Trust shall control. Terms defined in the Declaration of Trust and not otherwise defined herein are used herein with the meanings set forth or referred to in the Declaration of Trust.

CONSULTING AGREEMENT
Consulting Agreement • December 19th, 2008 • National Retail Fund III • New York

This Consulting Agreement (the “Agreement”) is effective July 1, 2008, between NORTHERN LIGHTS COMPLIANCE SERVICES, LLC, a Nebraska limited liability company located at 450 Wireless Boulevard, Hauppauge, NY 11788 (“NLCS”), and NATIONAL RETAIL FUNDS, comprised of three individual Delaware statutory trusts as listed on Schedule A hereto (each, a “Trust”).

Exhibit h(iv) to N-2 LOAN SERVICING AGREEMENT
Loan Servicing Agreement • December 3rd, 2008 • National Retail Fund III • Delaware

This Loan Servicing Agreement (“Agreement”), is effective as of _________, 2008 (“Effective Date”) between ______, a ______ corporation, having its principal place of business at _____________, and National Retail Funds (NRF), a family of Delaware Trusts, having its principal place of business at 4020 S. 147th Street, Suite 2, Omaha, NE 68137. For convenience, _______and NRF are sometimes referred individually as “Party” or collectively as the “Parties.” This loan servicing agreement may be considered to be a part of the loan sale agreement between the two parties or may be entered into separate from any loan sale agreement.

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