National Retail Fund II Sample Contracts

FUND ACCOUNTING SERVICE AGREEMENT between NATIONAL RETAIL FUNDS and INDEX
Fund Accounting Service Agreement • August 21st, 2008 • National Retail Fund II • Nebraska

AGREEMENT made as of the 1st day of August, 2008, between NATIONAL RETAIL FUNDS, comprised of three individual Delaware statutory trusts as listed on Schedule A hereto (each, a “Trust”), and Gemini Fund Services, LLC, a Nebraska limited liability company having its principal office and place of business at 450 Wireless Boulevard, Hauppauge, New York 11788 (“GFS”).

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ADMINISTRATION SERVICE AGREEMENT between NATIONAL RETAIL FUNDS and
Administration Service Agreement • August 21st, 2008 • National Retail Fund II • Nebraska

AGREEMENT made as of the 1st day of August, 2008, between NATIONAL RETAIL FUNDS, comprised of three individual Delaware statutory trusts as listed on Schedule A hereto (each, a “Trust”), and Gemini Fund Services, LLC, a Nebraska limited liability company having its principal office and place of business at 450 Wireless Boulevard, Hauppauge, New York 11788 (“GFS”).

AGREEMENT AND DECLARATION OF TRUST Dated as of March 27, 2008
Trust Agreement • April 9th, 2008 • National Retail Fund II • Delaware
National Retail Funds INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • December 19th, 2008 • National Retail Fund II • New York

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

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

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 II, 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 II • 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”).

LOAN SERVICING AGREEMENT
Loan Servicing Agreement • December 3rd, 2008 • National Retail Fund II • 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.

CUSTODY AGREEMENT
Custody Agreement • August 21st, 2008 • National Retail Fund II • Ohio

THIS CUSTODY AGREEMENT (this “Agreement”), is made as of August 1, 2008, by and between NATIONAL RETAIL FUNDS, a fund family comprised of several statutory trusts organized under the laws of the State of Delaware (the "Company"), and FIFTH THIRD BANK, an Ohio banking corporation (the "Custodian").

DISTRIBUTION PLAN AND SHAREHOLDER SERVICES AGREEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Distribution Plan and Shareholder Services Agreement • August 21st, 2008 • National Retail Fund II

This is a DISTRIBUTION PLAN AND SHAREHOLDER SERVICES AGREEMENT (the “Plan”) made as of August 21, 2008 by and between National Retail Fund I, National Retail Fund II, and National Retail Fund III (each a “Fund,” and together, the “Funds”), and the distributor for the Funds, Northern Lights Distributors, LLC (the “DISTRIBUTOR”).

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