0000910472-10-000776 Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • July 30th, 2010 • Santa Barbara Group of Mutual Funds Inc • New York

This Consulting Agreement (the “Agreement”) is effective June 1, 2010 between NORTHERN LIGHTS COMPLIANCE SERVICES, LLC, a Nebraska limited liability company located at 450 Wireless Boulevard, Hauppauge, NY 11788 (“NLCS”), and THE SANTA BARBARA GROUP OF MUTUAL FUNDS, INC., a registered investment company organized as a corporation under the laws of the state of Maryland, located at 1270 Hillcrest Avenue, Pasadena, California 91106 (the "Company"), on behalf of each portfolio series listed on the attached Appendix A (each a “Fund” and collectively “Funds”). This Agreement supersedes and replaces the existing consulting agreement between the parties.

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ASSIGNMENT OF DISTRIBUTION AGREEMENT Effective as of January 19, 2010
Assignment of Distribution Agreement • July 30th, 2010 • Santa Barbara Group of Mutual Funds Inc

WHEREAS, The Santa Barbara Group of Mutual Funds, Inc. (the "Company"), SBG Capital Management Company ("SBG"), and Capital Research Brokerage Services, LLC, (collectively, the "Parties"), entered into a Distribution Agreement dated August 30, 2000 (the “Agreement”).

FUND SERVICES AGREEMENT between SANTA BARBARA GROUP OF MUTUAL FUNDS, INC. and
Fund Services Agreement • July 30th, 2010 • Santa Barbara Group of Mutual Funds Inc • New York

THIS FUND SERVICES AGREEMENT (the “Agreement”) effective as of the 1st day of June, 2010, by and between SANTA BARBARA GROUP OF MUTUAL FUNDS, INC., a Maryland corporation having its principal office and place of business at 1270 Hillcrest Avenue, Pasadena, CA 91106 (the "Corporation") and GEMINI FUND SERVICES, LLC, a Nebraska limited liability company having its principal office and place of business at 4020 South 147th Street, Omaha, Nebraska 68137 (“GFS”). This Agreement replaces and supersedes all prior understandings and agreements between the parties hereto for the services described below.

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