0001580642-19-001369 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • March 14th, 2019 • Advisorone Funds • Nebraska

THIS UNDERWRITING AGREEMENT effective the 1st day of February, 2019, by and between ADVISORONE FUNDS, a Delaware statutory trust, having its principal office and place of business at 17645 Wright Street, Suite 200, Omaha, Nebraska 68130 (the “Trust”), and NORTHERN LIGHTS DISTRIBUTORS, LLC, a Nebraska limited liability company having its principal office and place of business at 17645 Wright Street, Suite 200, Omaha, Nebraska 68130 (“NLD”).

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AdvisorOne Funds 17605 Wright Street Omaha, NE 68130
Advisorone Funds • March 14th, 2019

Re: AGREEMENT AND PLAN OF REORGANIZATION, DATED AS OF ______________, 2019 (THE "AGREEMENT"), AMONG ADVISORONE FUNDS(THE "TRUST") on behalf of ITS SERIES, CLS INTERNATIONAL EQUITY Fund (THE "TARGET FUND") AND CLS GLOBAL DIVERSIFIED EQUITY FUND (THE "SURVIVOR FUND"), AND, SOLELY FOR PURPOSES OF PARAGRAPH 6 THEREOF, CLS INVESTMENTS, LLC (THE "ADVISER")

EXHIBIT A AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION
Agreement and Plan of Reorganization and Termination • March 14th, 2019 • Advisorone Funds • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION ("Agreement") is made as of [ ], 2019, among ADVISORONE FUNDS, a Delaware trust, with its principal place of business at 17605 Wright Street, Omaha, Nebraska 68130 (the "Trust"), on behalf of CLS International Equity Fund, a series of the Trust (the "Target Fund") and on behalf of CLS Global Diversified Equity Fund, a series of the Trust (the "Survivor Fund"); and, solely for purposes of paragraph 6, CLS Investments LLC, adviser to the Target Fund and Survivor Fund (the "Adviser"). Each Target Fund and Survivor Fund is sometimes referred to herein as a "Fund." Notwithstanding anything to the contrary contained herein, (1) the agreements, covenants, representations, warranties, actions, and obligations (collectively, "Obligations") of and by each Fund and of and by the Trust of which that Fund is a series, on that Fund's behalf shall be the Obligations of that Fund only, (2) all rights and benefits created hereunder in favor of a

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