TriCor Strategic Allocation Fund Sample Contracts

UNDERWRITING AGREEMENT between CLA STRATEGIC ALLOCATION FUND
Underwriting Agreement • January 9th, 2015 • CLA Strategic Allocation Fund • Nebraska

THIS UNDERWRITING AGREEMENT effective the 10th day of November, 2014, by and between CLA STRATEGIC ALLOCATION FUND, formerly TRICOR STRATEGIC ALLOCATION FUND, a Delaware statutory trust, having its principal office and place of business at 10501 W. Gowan Road, Suite 260, Las Vegas, Nevada 89129 (the “Trust”), and NORTHERN LIGHTS DISTRIBUTORS, LLC, a Nebraska limited liability company having its principal office and place of business at 17605 Wright Street, Omaha, Nebraska 68130 (“NLD”).

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FUND SERVICES AGREEMENT between CLA STRATEGIC ALLOCATION FUND (formerly TriCor Strategic Allocation Fund) and
Fund Services Agreement • January 9th, 2015 • CLA Strategic Allocation Fund • New York

THIS FUND SERVICES AGREEMENT (this “Agreement”) made as of the 10th day of November, 2014, by and between CLA STRATEGIC ALLOCATION FUND, formerly TRICOR STRATEGIC ALLOCATION FUND, a registered investment company organized as a Delaware statutory trust, having its principal office and place of business at 10501 W. Gowan Road, Suite 260, Las Vegas, Nevada 89129 (the “Trust”) and GEMINI FUND SERVICES, LLC, a Nebraska limited liability company having its principal office and place of business at 17605 Wright Street, Suite 2, Omaha, Nebraska 68130 (“GFS”). This Agreement replaces and supersedes all prior understandings and agreements between the parties hereto for the services described below.

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AGREEMENT AND DECLARATION OF TRUST
Declaration of Trust • October 29th, 2013 • TriCor Strategic Allocation Fund • Delaware
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MANAGEMENT AGREEMENT
Management Agreement • January 9th, 2015 • CLA Strategic Allocation Fund • New York

The Trust has been organized to engage in the business of a closed-end management investment company. The Trust currently offers one series of shares to investors.

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Contract
Custodian Agreement • January 9th, 2015 • CLA Strategic Allocation Fund • California

This Custodian Agreement (“Agreement”) is made as of January 16, 2015 by and between TriCor Strategic Allocation Fund ("Principal") and MUFG Union Bank, N.A. ("Custodian").

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SELLING AGREEMENT
Selling Agreement • January 9th, 2015 • CLA Strategic Allocation Fund • Nebraska

Northern Lights Distributors, LLC (the “Distributor”) serves as the principal underwriter of shares of CLA Strategic Allocation Fund (the “Fund”), a closed-end investment company, shares of which company is distributed by Distributor at its respective net asset value plus sales charges as applicable, pursuant to a written agreement (the “Underwriting Agreement”). Distributor invites you (the “Company”) to participate as a non-exclusive agent in the distribution of shares of the Fund upon the following terms and conditions:

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OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT
Operating Expenses Limitation and Security Agreement • January 9th, 2015 • CLA Strategic Allocation Fund • Delaware

THIS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT (the “Agreement”) is effective as of the 10th day of November, 2014, by and between CLA Strategic Allocation Fund, a Delaware statutory trust (the “Trust” or the “Fund”) and CLA Asset Management, LLC, the adviser of the Fund (the “Adviser”).

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By-Laws
By-Laws • October 29th, 2013 • TriCor Strategic Allocation Fund
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