0001162044-12-000623 Sample Contracts

UNDERWRITING AGREEMENT Between AMERICAFIRST QUANTITATIVE FUNDS and NORTHERN LIGHTS DISTRIBUTORS, LLC
Underwriting Agreement • June 29th, 2012 • Americafirst Quantitative Funds • Nebraska

THIS UNDERWRITING AGREEMENT made the _____ day of ______________ 2012 by and between AMERICAFIRST QUANTITATIVE FUNDS, a Delaware statutory trust, having its principal office and place of business at 2960 North Meridian Street, Indianapolis, Indiana 46208 (the “Trust”), and NORTHERN LIGHTS DISTRIBUTORS, LLC, a Nebraska limited liability company having its principal office and place of business at 4020 South 147th Street, Omaha, Nebraska 68137 (“NLD”).

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FUND SERVICES AGREEMENT between AMERICAFIRST and
Fund Services Agreement • June 29th, 2012 • Americafirst Quantitative Funds • New York

THIS FUND SERVICES AGREEMENT (the “Agreement”) made as of the 28th day of February, 2012, by and betweenAMERICAFIRST QUANTITATIVE FUNDS (“AMERICAFIRST”), a Delaware statutory trust having its principal office and place of business at 450 Wireless Boulevard, Hauppauge, New York 11788 (the "Trust") 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.

CUSTODY AGREEMENT
Custody Agreement • June 29th, 2012 • Americafirst Quantitative Funds • Ohio

THIS CUSTODY AGREEMENT (“Agreement”), dated as of June 12, 2012, is entered into by and between THE HUNTINGTON NATIONAL BANK, a national bank organized under the laws of the United States (the “Custodian” or “Bank”), and AmericaFirst Quantitative Funds, a business trust formed under the laws of the State of Delaware (“Trust”).

SELLING AGREEMENT
Selling Agreement • June 29th, 2012 • Americafirst Quantitative Funds • Nebraska

Northern Lights Distributors, LLC (the “Distributor”) serves as the principal underwriter of shares of the AmericaFirst Quantitative Funds (the “Trust”), an open-end investment company in series form, shares of which companies are distributed by Distributor at their respective net asset values 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 any and all of the funds subject to Distributor’s Underwriting Agreement, that are a part of, or may become a part of, the Trust1 (each, a “Fund,” together the “Funds”) upon the following terms and conditions:

AmericaFirst Quantitative Funds MANAGEMENT AGREEMENT
Management Agreement • June 29th, 2012 • Americafirst Quantitative Funds • Delaware

This Management Agreement (“Agreement”) is made this ___ day of February, 2012 by and between AmericaFirst Quantitative Funds, a statutory trust organized and existing under the laws of the state of Delaware (the “Trust”), and AmericaFirst Capital Management, LLC (the “Manager”), a limited liability company organized and existing under the laws of the state of Delaware.

AMERICAFIRST QUANTITATIVE FUNDS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT AMERICAFIRST QUANTITATIVE FUNDS
And Security Agreement • June 29th, 2012 • Americafirst Quantitative Funds • New York

THIS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT (the “Agreement”) is effective as of the 8th day of February, 2012, by and between AMERICAFIRST QUANTITATIVE FUNDS, a Delaware business trust (the “Trust”), on behalf of the AmericaFirst Quantitative Strategies Fund, the AmericaFirst Absolute Return Fund, AmericaFirst Income Trends Fund and the AmericaFirst Defensive Growth Fund (each a “Fund” and together the “Funds”), each a series of the Trust, and America First Capital Management, LLC (the “Advisor”), the advisor of the Funds.

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