0000910472-08-000552 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”).

National Retail Funds INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 21st, 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.

CONSULTING AGREEMENT
Consulting Agreement • August 21st, 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”).

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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