INVESTMENT ADVISORY AGREEMENT

Between

NORTHERN LIGHTS FUND TRUST IV

and

Main Management Fund Advisors, LLC

This AGREEMENT is made as of October 7, 2015 between NORTHERN LIGHTS FUND TRUST IV, a Delaware statutory trust (the “Trust”), MAIN MANAGEMENT FUND ADVISORS, LLC a Delaware limited liability company (the “Adviser”) located at 601 California Street, Suite 620, San Francisco, California 94108.

RECITALS:

WHEREAS, the Trust is an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “Act”);

WHEREAS, the Trust is authorized to issue shares of beneficial interest in separate series, each having its own investment objective or objectives, policies and limitations;

WHEREAS, the Trust offers shares in the series named on Appendix A hereto (such series, together with all other series subsequently established by the Trust and made subject to this Agreement in accordance with Section 1.3, being herein referred to as a “Fund,” and collectively as the “Funds”);

WHEREAS, the Adviser is or soon will be registered as an investment adviser under the Investment Advisers Act of 1940; and

WHEREAS, the Trust desires to retain the Adviser to render investment advisory services to the Trust with respect to each Fund in the manner and on the terms and conditions hereinafter set forth;

NOW, THEREFORE, the parties hereto agree as follows:

1. Services of the Adviser .

1.1 Investment Advisory Services . Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments. The Adviser shall determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other

investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies.

The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein.

The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.

1.2 Administrative Services . The Trust has engaged the services of an administrator. The Adviser shall provide such additional administrative services as reasonably requested by the Board of Trustees or officers of the Trust; provided, that the Adviser shall not have any obligation to provide under this Agreement any direct or indirect services to Trust shareholders, any services related to the distribution of Trust shares, or any other services which are the subject of a separate agreement or arrangement between the Trust and the Adviser. Subject to the foregoing, in providing administrative services hereunder, the Adviser shall:

1.2.1 Office Space, Equipment and Facilities . Provide such office space, office equipment and office facilities as are adequate to fulfill the Adviser’s obligations hereunder.

1.2.2 Personnel . Provide, without remuneration from or other cost to the Trust, the services of individuals competent to perform the administrative functions, which are not performed by employees or other agents engaged by the Trust or by the Adviser acting in some other capacity pursuant to a separate agreement or arrangement with the Trust.

1.2.3 Agents . Assist the Trust in selecting and coordinating the activities of the other agents engaged by the Trust, including the Trust's shareholder servicing agent, custodian, administrator, independent auditors and legal counsel.

1.2.4 Trustees and Officers . Authorize and permit the Adviser's directors, officers and employees who may be elected or appointed as Trustees or officers of the Trust to serve in such capacities, without remuneration from or other cost to the Trust.

1.2.5 Books and Records . Assure that all financial, accounting and other records required to be maintained and preserved by the Adviser on behalf of the Trust are maintained and preserved by it in accordance with applicable laws and regulations.

1.2.6 Reports and Filings . Assist in the preparation of (but not pay for) all periodic reports by the Fund to its shareholders and all reports and filings required to maintain the registration and qualification of the Funds and Fund shares, or to meet other regulatory or tax requirements applicable to the Fund, under federal and state securities and tax laws.

1.3 Additional Series . In the event that the Trust establishes one or more series after the effectiveness of this Agreement (“Additional Series”), Appendix A to this Agreement may be amended to make such Additional Series subject to this Agreement upon the approval of the Board of Trustees of the Trust and the shareholder(s) of the Additional Series, in accordance with the provisions of the Act. The Trust or the Adviser may elect not to make any such series subject to this Agreement.

1.4 Change in Management or Control . The Adviser shall provide at least sixty (60) days' prior written notice to the Trust of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in “control,” as that term is defined in Section 2 of the Act. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the Funds.

2. Expenses of the Funds .

2.1 Expenses to be Paid by Adviser . The Adviser shall pay all salaries, expenses and fees of the officers, Trustees and employees of the Trust who are officers, directors, members or employees of the Adviser.

In the event that the Adviser pays or assumes any expenses of the Trust not required to be paid or assumed by the Adviser under this Agreement, the Adviser shall not be obligated hereby to pay or assume the same or any similar expense in the future; provided, that nothing herein contained shall be deemed to relieve the Adviser of any obligation to the Funds under any separate agreement or arrangement between the parties.

2.2 Expenses to be Paid by the Fund . Each Fund shall bear all expenses of its operation, except those specifically allocated to the Adviser under this Agreement or under any separate agreement between the Trust and the Adviser. Subject to any separate agreement or arrangement between the Trust and the Adviser, the expenses hereby allocated to the Fund, and not to the Adviser, include but are not limited to:

2.2.1 Custody . All charges of depositories, custodians, and other agents for the transfer, receipt, safekeeping, and servicing of the Fund's cash, securities, and other property.

2.2.2 Shareholder Servicing . All expenses of maintaining and servicing shareholder accounts, including but not limited to the charges of any shareholder servicing agent,

dividend disbursing agent, transfer agent or other agent engaged by the Trust to service shareholder accounts.

2.2.3 Shareholder Reports . All expenses of preparing, setting in type, printing and distributing reports and other communications to shareholders.

2.2.4 Prospectuses . All expenses of preparing, converting to EDGAR format, filing with the Securities and Exchange Commission or other appropriate regulatory body, setting in type, printing and mailing annual or more frequent revisions of the Fund's Prospectus and Statement of Additional Information and any supplements thereto and of supplying them to shareholders.

2.2.5 Pricing and Portfolio Valuation . All expenses of computing the Fund's net asset value per share, including any equipment or services obtained for the purpose of pricing shares or valuing the Fund's investment portfolio.

2.2.6 Communications . All charges for equipment or services used for communications between the Adviser or the Trust and any custodian, shareholder servicing agent, portfolio accounting services agent, or other agent engaged by the Trust.

2.2.7 Legal and Accounting Fees . All charges for services and expenses of the Trust's legal counsel and independent accountants.

2.2.8 Trustees' Fees and Expenses . All compensation of Trustees other than those affiliated with the Adviser, all expenses incurred in connection with such unaffiliated Trustees' services as Trustees, and all other expenses of meetings of the Trustees and committees of the Trustees.

2.2.9 Shareholder Meetings . All expenses incidental to holding meetings of shareholders, including the printing of notices and proxy materials, and proxy solicitations therefor.

2.2.10 Federal Registration Fees . All fees and expenses of registering and maintaining the registration of the Fund under the Act and the registration of the Fund's shares under the Securities Act of 1933 (the “1933 Act”), including all fees and expenses incurred in connection with the preparation, converting to EDGAR format, setting in type, printing, and filing of any Registration Statement, Prospectus and Statement of Additional Information under the 1933 Act or the Act, and any amendments or supplements that may be made from time to time.

2.2.11 State Registration Fees . All fees and expenses of taking required action to permit the offer and sale of the Fund's shares under securities laws of various states or jurisdictions, and of registration and qualification of the Fund under all other laws applicable to the Trust or its business activities (including registering the Trust as a broker-dealer, or any officer of the Trust or any person as agent or salesperson of the Trust in any state).

2.2.12 Confirmations . All expenses incurred in connection with the issue and transfer of Fund shares, including the expenses of confirming all share transactions.

2.2.13 Bonding and Insurance . All expenses of bond, liability, and other insurance coverage required by law or regulation or deemed advisable by the Trustees of the Trust, including, without limitation, such bond, liability and other insurance expenses that may from time to time be allocated to the Fund in a manner approved by its Trustees.

2.2.14 Brokerage Commissions . All brokers' commissions and other charges incident to the purchase, sale or lending of the Fund's portfolio securities.

2.2.15 Taxes . All taxes or governmental fees payable by or with respect to the Fund to federal, state or other governmental agencies, domestic or foreign, including stamp or other transfer taxes.

2.2.16 Trade Association Fees . All fees, dues and other expenses incurred in connection with the Trust's membership in any trade association or other investment organization.

2.2.18 Compliance Fees . All charges for services and expenses of the Trust's Chief Compliance Officer.

2.2.19 Nonrecurring and Extraordinary Expenses . Such nonrecurring and extraordinary expenses as may arise including the costs of actions, suits, or proceedings to which the Trust is a party and the expenses the Trust may incur as a result of its legal obligation to provide indemnification to its officers, Trustees and agents.

3. Advisory Fee

As compensation for all services rendered, facilities provided and expenses paid or assumed by the Adviser under this Agreement, each Fund shall pay the Adviser on the last day of each month, or as promptly as possible thereafter, a fee calculated by applying a monthly rate, based on an annual percentage rate, to the Fund's average daily net assets for the month. The annual percentage rate applicable to each Fund is set forth in Appendix A to this Agreement, as it may be amended from time to time in accordance with Section 1.3 of this Agreement. If this Agreement shall be effective for only a portion of a month with respect to a Fund, the aforesaid fee shall be prorated for the portion of such month during which this Agreement is in effect for the Fund.

4. Proxy Voting

The Adviser will vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund may be invested from time to time. Such proxies will be voted in a manner that you deem, in good faith, to be in the best interest of the Fund and in accordance with your proxy voting policy. You agree to provide a copy of your proxy voting policy to the Trust prior to the execution of this Agreement, and any amendments thereto promptly.

5. Records

5.1 Tax Treatment . Both the Adviser and the Trust shall maintain, or arrange for others to maintain, the books and records of the Trust in such a manner that treats each Fund as a separate entity for federal income tax purposes.

5.2 Ownership . All records required to be maintained and preserved by the Trust pursuant to the provisions or rules or regulations of the Securities and Exchange Commission under Section 31(a) of the Act and maintained and preserved by the Adviser on behalf of the Trust are the property of the Trust and shall be surrendered by the Adviser promptly on request by the Trust; provided, that the Adviser may at its own expense make and retain copies of any such records.

6. Reports to Adviser

The Trust shall furnish or otherwise make available to the Adviser such copies of each Fund's Prospectus, Statement of Additional Information, financial statements, proxy statements, reports and other information relating to its business and affairs as the Adviser may, at any time or from time to time, reasonably require in order to discharge its obligations under this Agreement.

7. Reports to the Trust

The Adviser shall prepare and furnish to the Trust such reports, statistical data and other information in such form and at such intervals as the Trust may reasonably request.

8. Code of Ethics

The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide the Trust with a copy of the code and evidence of its adoption. The Adviser will provide to the Board of Trustees of the Trust at least annually or as more frequently requested by the Trust a written report that describes any issues arising under the code of ethics since the last report to the Board of Trustees, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Adviser has adopted procedures reasonably necessary to prevent “access persons” (as that term is defined in Rule 17j-1) from violating the code.

9. Retention of Sub-Adviser

Subject to the Trust's obtaining the initial and periodic approvals required under Section 15 of the Act, the Adviser may retain one or more sub-advisers, at the Adviser's own cost and expense, for the purpose of managing the investments of the assets of one or more Funds of the Trust. Retention of one or more sub-advisers shall in no way reduce the responsibilities or obligations of the Adviser under this Agreement and the Adviser shall, subject to Section 11 of this Agreement, be responsible to the Trust for all acts or omissions of any sub-adviser in connection with the performance of the Adviser's duties hereunder.

10. Services to Other Clients

Nothing herein contained shall limit the freedom of the Adviser or any affiliated person of the Adviser to render investment management and administrative services to other investment companies, to act as investment adviser or investment counselor to other persons, firms or corporations, or to engage in other business activities.

11. Limitation of Liability of Adviser and its Personnel

Neither the Adviser nor any director, manager, officer or employee of the Adviser performing services for the Trust at the direction or request of the Adviser in connection with the Adviser's

discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with any matter to which this Agreement relates, and the Adviser shall not be responsible for any action of the Trustees of the Trust in following or declining to follow any advice or recommendation of the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement; PROVIDED, that nothing herein contained shall be construed (i) to protect the Adviser against any liability to the Trust or its shareholders to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Adviser's duties, or by reason of the Adviser's reckless disregard of its obligations and duties under this Agreement, or (ii) to protect any director, manager, officer or employee of the Adviser who is or was a Trustee or officer of the Trust against any liability of the Trust or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of such rights which the Trust or the Fund may have under federal securities laws.

12. Effect of Agreement

Nothing herein contained shall be deemed to require to the Trust to take any action contrary to its Declaration of Trust or its By-Laws or any applicable law, regulation or order to which it is subject or by which it is bound, or to relieve or deprive the Trustees of the Trust of their responsibility for and control of the conduct of the business and affairs of the Trust.

13. Term of Agreement

With respect to each Fund, the term of this Agreement shall begin as of the date and year upon which the Fund commences investment operations, and unless sooner terminated as hereinafter provided, this Agreement shall remain in effect for a period of two years. Thereafter, this Agreement shall continue in effect with respect to each Fund from year to year, subject to the termination provisions and all other terms and conditions hereof; PROVIDED, such continuance with respect to a Fund is approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Fund or by the Trustees of the Trust; PROVIDED, that in either event such continuance is also approved annually by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto. The Adviser shall furnish to the Trust, promptly upon its request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof.

14. Amendment or Assignment of Agreement

Any amendment to this Agreement shall be in writing signed by the parties hereto; PROVIDED, that no such amendment shall be effective unless authorized (i) by resolution of the Trustees of the Trust, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, and (ii) by vote of a majority of the outstanding voting securities of the Fund affected by such amendment if required by applicable law. This Agreement shall terminate automatically and immediately in the event of its assignment.

15. Termination of Agreement

Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to one or more Funds, without payment of any penalty:

(i) By vote of the Trust’s Board of Trustees, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, or by “vote of a majority of the outstanding voting securities” of the Fund (as defined in the 1940 Act), in each case, upon not more than 60 days’ written notice to the Adviser;

(ii) By any party hereto upon written notice to the other party in the event of a breach of any provision of this Agreement by the other party if the breach is not cured within 15 days of notice of the breach; or

(iii) By the Adviser upon 60 days’ written notice to the Trust.

16. Use of Name

The Trust is named the Northern Lights Fund Trust IV and each Fund may be identified, in part, by the name “Northern Lights.”

17. Declaration of Trust

The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust's Declaration of Trust and agrees that the obligations assumed by the Trust or a Fund, as the case may be, pursuant to this Agreement shall be limited in all cases to the Trust or a Fund, as the case may be, and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Trust. In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee. The Adviser understands that the rights and obligations of any Fund under the Declaration of Trust are separate and distinct from those of any and all other Funds. The Adviser further understands and agrees that no Fund of the Trust shall be liable for any claims against any other Fund of the Trust and that the Adviser must look solely to the assets of the pertinent Fund of the Trust for the enforcement or satisfaction of any claims against the Trust with respect to that Fund.

18. Confidentiality

The Adviser agrees to treat all records and other information relating to the Trust and the securities holdings of the Funds as confidential and shall not disclose any such records or information to any other person unless (i) the Board of Trustees of the Trust has approved the disclosure or (ii) such disclosure is compelled by law. In addition, the Adviser and the Adviser's officers, directors, members and employees are prohibited from receiving compensation or other consideration, for themselves or on behalf of a Fund, as a result of disclosing the Fund's portfolio holdings. The Adviser agrees that, consistent with the Adviser's Code of Ethics, neither the Adviser nor the Adviser's officers, directors, members or employees may engage in personal securities transactions based on nonpublic information about a Fund's portfolio holdings.

19. Governing Law

This Agreement shall be governed and construed in accordance with the laws of the State of New York.

20. Interpretation and Definition of Terms

Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Act shall be resolved by reference to such term or provision of the Act and to interpretation thereof, if any, by the United States courts, or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the Securities and Exchange Commission validly issued pursuant to the Act. Specifically, the terms “vote of a majority of the outstanding voting securities,” “interested persons,” “assignment” and “affiliated person,” as used in this Agreement shall have the meanings assigned to them by Section 2(a) of the Act. In addition, when the effect of a requirement of the Act reflected in any provision of this Agreement is modified, interpreted or relaxed by a rule, regulation or order of the Securities and Exchange Commission, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

21. Captions

The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

22. Execution in Counterparts

This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date and year first above written.

NORTHERN LIGHTS FUND TRUST IV

By: /s/ Wendy Wang  

Name: Wendy Wang  

Title: President       

MAIN MANAGEMENT FUND ADVISORS, LLC

By: ; /s/ Kim D. Arthur

Name: Kim D. Arthur   

Title: CEO      

NORTHERN LIGHTS FUND TRUST IV

OPERATING EXPENSES LIMITATION

AND SECURITY AGREEMENT

MAIN MANAGEMENT FUND ADVISORS, LLC

THIS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT (the “Agreement”) is made as of the 7 ^th day of October, 2015, by and between NORTHERN LIGHTS FUND TRUST IV, a Delaware statutory trust (the “Trust”), on behalf of Main BuyWrite Fund (the “Fund”) a series of the Trust, and the Advisor of the Fund, Main Management Fund Advisors, LLC (the “Advisor”).

RECITALS:

WHEREAS , the Advisor renders advice and services to the Fund pursuant to the terms and provisions of an Investment Advisory Agreement between the Trust and the Advisor dated as of the 7 ^th day of October, 2015 (the “Advisory Agreement”); and

WHEREAS , the Fund is responsible for, and has assumed the obligation for, payment of certain expenses pursuant to the Advisory Agreement that have not been assumed by the Advisor; and

WHEREAS , the Advisor desires to limit the Fund’s Operating Expenses (as that term is defined in Paragraph 2 of this Agreement) pursuant to the terms and provisions of this Agreement, and the Trust (on behalf of the Fund) desires to allow the Advisor to implement those limits; and

WHEREAS , as a condition to the continuation of its contractual relationship with the Advisor, the Trust has required that Advisor grant to the Trust a continuing security interest in and to a designated account of the Advisor established with Gemini Fund Services, LLC, Transfer Agent to the Fund, or its successor and assigns (the “Securities Intermediary”), for so long as Fund assets remain below $15 million;

NOW THEREFORE , in consideration of the covenants and the mutual promises hereinafter set forth, the parties, intending to be legally bound hereby, mutually agree as follows:

1. Limit on Operating Expenses . The Advisor hereby agrees to limit the Fund’s current Operating Expenses to an annual rate, expressed as a percentage of the Fund’s average daily net assets for the month, to the amounts listed in Appendix A (the “Annual Limit”). In the event that the current Operating Expenses of the Fund, as accrued each month, exceed its Annual Limit, the Advisor will pay to the Fund, on a monthly basis, the excess expense within the first ten days of the month following the month in which such Operating Expenses were incurred (each payment, a “Fund Reimbursement Payment”).

2. Definition . For purposes of this Agreement, the term “Operating Expenses” with respect to the Fund is defined to include all expenses necessary or appropriate for the operation of the Fund and including the Advisor’s investment advisory or management fee detailed in the Advisory Agreement, any Rule 12b-l fees and other expenses described in the Advisory Agreement, but does not include: (i) any front-end or contingent deferred loads; (ii) brokerage fees and commissions, (iii) acquired fund fees and expenses; (iv) fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses); (v) borrowing costs (such as interest and dividend expense on securities sold short); (vi) taxes; and (vii) extraordinary expenses, such as litigation expenses (which may include indemnification of Fund officers and Trustees, contractual indemnification of Fund service providers (other than the Adviser)).

3. Reimbursement of Fees and Expenses . The Advisor retains its right to receive in future years on a rolling three year basis, reimbursement of any Fund Reimbursement Payments paid by the Advisor pursuant to this Agreement, if such reimbursement can be achieved within the Operating Expense Limitations listed in Appendix A .

4. Collateral Account and Security Interest . At any time when Fund’s assets are below $15 million, the Advisor, for value received, hereby pledges, assigns, sets over and grants to the Trust a continuing security interest in and to an account to be established and maintained by the Advisor with the Securities Intermediary and designated as a collateral account (the “Collateral Account”), including any replacement account established with any successor, together with all dividends, interest, stock-splits, distributions, profits and all cash and non-cash proceeds thereof and any and all other rights as may now or hereafter derive or accrue therefrom (collectively, the “Collateral”) to secure the payment of any required Fund Reimbursement Payment or Liquidation Expenses (as defined in Paragraph 5 of this Agreement). For so long as this Agreement is in effect, any transfers or conveyances of Collateral to any party shall require the approval of the Board of Trustees of the Trust (the “Board”), except as specified in Section 7(a)(ii) of this Agreement, below. In addition, the Trust will not issue entitlement orders, redeem or otherwise take any action with respect to the Collateral or Collateral Account unless a Collateral Event (defined below under Section 5 of this Agreement) has occurred or is continuing.

5. Collateral Event . In the event that either (a) the Advisor does not make the Fund Reimbursement Payment due in connection with a particular calendar month by the tenth day of the following calendar month or (b) the Board enacts a resolution calling for the liquidation of the Fund (either (a) or (b), a “Collateral Event”), then, in either event, the Board shall have absolute discretion to redeem any shares or other Collateral held in the Collateral Account and utilize the proceeds from such redemptions or such other Collateral to make any required Fund Reimbursement Payment, or to cover any costs or expenses which the Board, in its sole and absolute discretion, estimates will be required in connection with the liquidation of the Fund (the “Liquidation Expenses”). Pursuant to the terms of Paragraph 6 of this Agreement, upon authorization from the Board, but subject to the provisions of the Control Agreement, no further

instructions shall be required from the Advisor for the Securities Intermediary to transfer any Collateral from the Collateral Account to the Fund. The Advisor acknowledges that in the event the Collateral available in the Collateral Account is insufficient to cover the full cost of any Fund Reimbursement Payment or Liquidation Expenses, the Fund shall retain the right to receive from the Advisor any costs in excess of the value of the Collateral.

6. Control Agreement; Appointment of Attorney-in-Fact . The Advisor agrees to execute and deliver to the Board, in form and substance satisfactory to the Board, a Control Agreement by, between and among the Trust, the Advisor and the Securities Intermediary (the “Control Agreement”) pursuant to and consistent with Section 8-106(c) of the New York Uniform Commercial Code, which shall terminate when the Collateral Account is no longer required under this Agreement. Without limiting the foregoing, for so long as the Collateral Account in required under the Agreement, the Advisor hereby irrevocably constitutes and appoints the Trust, through any officer thereof, with full power of substitution, as Advisor's true and lawful Attorney-in-Fact, with full irrevocable power and authority in place and stead of the Advisor and in the name of the Advisor or in the Trust's own name, from time to time, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate actions and to execute and deliver any and all documents and instruments which the Board deems necessary to accomplish the purpose of this Agreement, which power of attorney is coupled with an interest and shall be irrevocable. Without limiting the generality of the foregoing, the Trust shall have the right and power following any Collateral Event to receive, endorse and collect all checks and other orders for the payment of money made payable to the Advisor representing any interest payment, dividend, or other distribution payable in respect of or to the Collateral, or any part thereof, and to give full discharge for the same. So long as a Collateral Event has occurred and is continuing, the Board, in its discretion, may direct the Advisor or Advisor's agent to transfer the Collateral in certificated or uncertificated form into the name and account of the Trust or its designee.

7. Covenants . So long as this Agreement shall remain in effect, the Advisor represents and covenants as follows:

have not risen above $15 million at the end of that 30-day period. The Collateral Account may be closed completely upon Fund assets reaching $25 million.

8. Term . This Agreement shall become effective on the Fund’s effective date, and shall remain in effect until at least [ ], 2016, unless sooner terminated as provided in Paragraph 9 of this Agreement, and shall continue in effect for successive twelve-month periods provided that such continuance is specifically approved at least annually by a majority of the Trustees of the Trust.

9. Termination . This Agreement may be terminated at any time, and without payment of any penalty, by the Board, on behalf of the Fund, upon sixty (60) days’ written notice to the Advisor. This Agreement may not be terminated by the Advisor without the consent of the Board. This Agreement and the Control Agreement will automatically terminate, with respect to the Fund listed in Appendix A if the Advisory Agreement for the Fund is terminated and the Fund continues to operate under the management of a new investment adviser, with such termination effective upon the effective date of the Advisory Agreement’s termination for the Fund.

10. Assignment . This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

11. Severability . If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby.

12. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the Investment Company Act of 1940, as amended, and the Investment Advisers Act of 1940, as amended, and any rules and regulations promulgated thereunder.

(Signature Page follows)

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed and attested by their duly authorized officers, all on the day and year first above written.

December 21, 2015

Northern Lights Fund Trust IV

17605 Wright Street

Omaha, NE 68154

Dear Board Members:

This letter is in response to your request for our opinion in connection with the filing of Post-Effective Amendment No. 3 to the Registration Statement, File Nos. 333-204808 and 811-23066 (the "Registration Statement"), of Northern Lights Fund Trust IV (the "Trust").

We have examined a copy of the Trust's Agreement and Declaration of Trust, the Trust's By-laws, the Trust's record of the various actions by the Trustees thereof, and all such agreements, certificates of public officials, certificates of officers and representatives of the Trust and others, and such other documents, papers, statutes and authorities as we deem necessary to form the basis of the opinion hereinafter expressed. We have assumed the genuineness of the signatures and the conformity to original documents of the copies of such documents supplied to us as copies thereof.

Based upon the foregoing, we are of the opinion that, after Post-Effective Amendment No. 3 is effective for purposes of applicable federal and state securities laws, the shares of each Fund listed on the attached exhibit A (the “Funds”), if issued in accordance with the then current Prospectus and Statement of Additional Information of the applicable Fund, will be legally issued, fully paid and non-assessable.

We hereby give you our permission to file this opinion with the U.S. Securities and Exchange Commission as an exhibit to Post-Effective Amendment No. 3 to the Registration Statement. This opinion may not be filed with any subsequent amendment, or incorporated by reference into a subsequent amendment, without our prior written consent. This opinion is prepared for the Trust and its shareholders, and may not be relied upon by any other person or organization without our prior written approval.

Very truly yours,

/s/Thompson Hine LLP
Thompson Hine LLP

JMS/MVW

EXHIBIT A

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the references to our firm in this Registration Statement on Form N-1A of Main BuyWrite Fund, a series of Northern Lights Fund Trust IV, under the heading “Independent Registered Public Accounting Firm” in the Prospectus and Statement of Additional Information.

Cohen Fund Audit Services, Ltd.

Cleveland, Ohio

December 21, 2015

N ORTHERN L IGHTS F UND T RUST IV

CLASS A

M ASTER D ISTRIBUTION AND S HAREHOLDER S ERVICING P LAN

P URSUANT TO R ULE 12B-1

U NDER THE I NVESTMENT C OMPANY A CT OF 1940

Adopted July 29, 2015

WHEREAS, Northern Lights Fund Trust IV, a Delaware statutory trust (the "Trust"), is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company; and

WHEREAS, the Trust is authorized to issue an unlimited number of shares of beneficial interest without par value (the "Shares"), which may be divided into one or more series of Shares (each such series a "Fund" and collectively, the "Funds"); and

WHEREAS, the board of trustees of the Trust (the "Board"), including those Board members who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of any distribution plan adopted by the Trust pursuant to Rule 12b-1 under the 1940 Act or any agreements related thereto ("Independent Trustees"), have determined, through the exercise of reasonable business judgment and in light of their fiduciary duties under state law and under Sections 36(a) and (b) of the 1940 Act, that there is a reasonable likelihood that adoption of this Master Distribution and Shareholder Servicing Plan for Class A Shares of the Funds (this "Plan") will benefit each applicable Fund and its shareholders; and

WHEREAS, each Fund may engage a distributor (the "Distributor") to provide, or arrange for the provision of services pursuant to this Plan and the Funds are willing to authorize the payment of certain fees as set forth herein in consideration of the Distributor’s offering such services.

NOW THEREFORE, the Trust hereby adopts this Plan for each Fund listed in Exhibit A (as it may be amended from time to time) and the payment of certain fees as follows:

a.                 Distribution Activities . Each Fund is authorized to engage in, directly or indirectly through the Distributor or otherwise, and to perform, or cause to be performed, activities related to the distribution of Class A Shares of the Fund, which activities may include, but are not limited to, the following ("Distribution Activities"): (a) the making of payments, including payment of incentive compensation, to securities dealers or other financial intermediaries, financial institutions, investment advisers and others that are engaged in the sale of Class A Shares of the Fund, or that may be advising shareholders of the Fund regarding the purchase, sale or retention of Class A Shares of the Fund; (b) incurring expenses of maintaining personnel (including personnel of organizations with which the Fund has entered into agreements related to this Plan) who engage in or support distribution of Class A Shares of the Fund; (c) incurring costs of

preparing, printing and distributing prospectuses and statements of additional information and reports of the Fund for recipients other than existing shareholders of the Fund; (d) incurring costs of formulating and implementing marketing and promotional activities, including, but not limited to, sales seminars, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; (e) incurring costs of preparing, printing and distributing sales literature; (f) incurring costs of obtaining such information, analyses and reports with respect to marketing and promotional activities as the Fund may, from time to time, deem advisable; and (g) incurring costs of implementing and operating this Plan. The Trust also is authorized to engage in Distribution Activities related to the distribution of Class A Shares of the Funds, either directly or indirectly through persons with whom the Trust has entered into agreements related to this Plan, including, without limitation, the Distributor.

b.                Shareholder Services . In order to facilitate and/or enhance the Fund’s and/or the Trust’s Distribution Activities related to the Fund’s Class A Shares, each Fund may pay fees (or otherwise incur expenses) (subject to the limitations set forth in Section 2 hereof) for Shareholder Services. For purposes of this Plan “Shareholder Services” shall mean those services of securities dealers or other financial intermediaries, financial institutions, investment advisers and others rendered in connection with the holding of Class A Shares of the Fund for shareholders in omnibus accounts or as shareholders of record or in providing shareholder support or administrative services to the Fund and its shareholders or that are rendered to shareholders of the Fund’s Class A Shares and not otherwise provided by the Trust’s transfer agent, including, but not limited to, allocated overhead, office space and equipment, telephone facilities and expenses, answering routine inquiries regarding the Trust or the Fund, processing shareholder transactions, and in providing such other shareholder services as the Trust or the Fund may reasonably request.

2.                Fees .

a.                 Distribution and Shareholder Service Fees . Each Fund is authorized to pay the Distributor, as compensation for Distribution Activities and Shareholder Services at an aggregate, annualized rate not to exceed the lesser of (i) the "Maximum Authorized Rate" and (ii) the "Currently Approved Rate" (each as set forth opposite such Fund’s name on Exhibit A attached hereto). The "Maximum Authorized Rate" shall mean the maximum rate authorized by the Board under this Plan and the "Currently Approved Rate" shall mean that portion of the Maximum Authorized Rate that is currently authorized for payment by the Fund, as may be amended from time to time by the Board. The applicable rate shall be applied to the average daily net assets attributable to Class A Shares of the Fund. In no event shall the rate paid for Distribution Activities exceed 0.75% and the rate paid for Shareholder Services exceed 0.25% per annum.

b.                Fees in Relation to Expenses . The amount of fees payable by each Fund pursuant to this Section 2 may be greater or lesser than the expenses actually incurred by such Fund or by the Distributor or other financial intermediary on

behalf of such Fund in connection with the performance of Distribution Activities and Shareholder Services. The amount of fees payable by each Fund to the Distributor pursuant to this Section 2 may be reduced by amounts (if any) paid directly by such Fund to the provider of any Distribution Activities or Shareholder Services.

3.                Authority of the Distributor . Each Fund is hereby authorized and directed to retain the services of the Distributor to act as its principal underwriter, and, in such capacity, the Distributor is authorized to engage in Distribution Activities and/or Shareholder Services for and on behalf of the Funds and to enter into agreements with securities dealers, financial intermediaries, financial institutions, investment advisers, and others to engage in Distribution Activities and/or Shareholder Services for and on behalf of the Funds and to receive for itself or for the benefit of such third parties (and to the extent received for the benefit of such third parties to pay to such third parties) the fees authorized to be paid by the Funds pursuant to Section 2 hereof. The Distributor also is authorized to make payments to the investment adviser of any Fund for reimbursement of marketing related expenses and/or compensation for administrative assistance.

4.                Term and Termination .

a.                 This Plan shall become effective with respect to each Fund listed on Exhibit A attached hereto (which may be amended from time to time) upon the first issuance by such Fund of Class A Shares.

b.                Unless terminated as herein provided, this Plan shall continue in effect for one year from the effective date and shall continue in effect for successive periods of one year thereafter, but only so long as each such continuance is specifically approved by votes of a majority of both: (i) the trustees of the Board and; (ii) the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval.

c.                 This Plan may be terminated with respect to a Fund at any time, without payment of any penalty, by the vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities of the Class A Shares of the Fund; and Exhibit A attached hereto shall be amended accordingly.

d.                The Trust or any Fund subject to this Plan may terminate any agreement related to this Plan, without payment of any penalty, by the vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities of the Class A Shares of the Fund, upon sixty (60) days written notice to the other parties to such agreement. In addition, any agreement related to this Plan shall terminate automatically in the event of its assignment.

5.                Amendments . All material amendments to this Plan (including, without limitation, material amendments to Exhibit A attached hereto) must be approved in the manner provided for annual renewal of this Plan in Section 4(b) hereof. In addition, this Plan (including, without limitation, Exhibit A attached hereto) may not be amended to increase materially the amount of expenditures provided for in Sections 2 and 3 hereof unless such amendment is

approved by a vote of the majority of the outstanding voting securities of the Class A Shares of the Fund to which the increase applies.

6.                Selection and Nomination of Independent Trustees . While this Plan is in effect, the selection and nomination of the Independent Trustees shall be made solely at the discretion of the Independent Trustees.

7.                Quarterly Reports . The Board shall review, at least quarterly, a written report of the amounts expended pursuant to this Plan and any related agreement and the purposes for which such expenditures were made.

8.                Recordkeeping . The Trust shall preserve copies of this Plan and any related agreement and all reports made pursuant to Section 7 hereof, for a period of not less than six years from the date of this Plan, the agreements or such reports, as the case may be, the first two years in an easily accessible place.

9.                Limitation of Liability . A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of the State of Delaware and notice is hereby given that this Plan is executed on behalf of the trustees of the Trust as trustees and not individually and that the obligations of this Plan are not binding upon the trustees, the shareholders of the Funds individually or, with respect to each Fund, the assets or property of any other series of the Trust, but are binding only upon the assets and property of each Fund, respectively.

10.             Incorporation by Reference . Exhibit A to this Plan (as the same may be amended from time to time) shall be deemed part of this Plan and is incorporated herein by this reference.

11.             Defined Terms . As used in this Plan, the terms "majority of the outstanding voting securities," "assignment," and "interested person" shall have the meanings ascribed to those terms in the 1940 Act.

Acknowledged and Approved by:

N ORTHERN L IGHTS F UND T RUST IV

CLASS C

M ASTER D ISTRIBUTION AND S HAREHOLDER S ERVICING P LAN

P URSUANT TO R ULE 12B-1

U NDER THE I NVESTMENT C OMPANY A CT OF 1940

Adopted October 7, 2015

WHEREAS, Northern Lights Fund Trust IV, a Delaware statutory trust (the "Trust"), is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company; and

WHEREAS, the Trust is authorized to issue an unlimited number of shares of beneficial interest without par value (the "Shares"), which may be divided into one or more series of Shares (each such series a "Fund" and collectively, the "Funds"); and

WHEREAS, the board of trustees of the Trust (the "Board"), including those Board members who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of any distribution plan adopted by the Trust pursuant to Rule 12b-1 under the 1940 Act or any agreements related thereto ("Independent Trustees"), have determined, through the exercise of reasonable business judgment and in light of their fiduciary duties under state law and under Sections 36(a) and (b) of the 1940 Act, that there is a reasonable likelihood that adoption of this Master Distribution and Shareholder Servicing Plan for Class C Shares of the Funds (this "Plan") will benefit each applicable Fund and its shareholders; and

WHEREAS, each Fund may engage a distributor (the "Distributor") to provide, or arrange for the provision of services pursuant to this Plan and the Funds are willing to authorize the payment of certain fees as set forth herein in consideration of the Distributor’s offering such services.

NOW THEREFORE, the Trust hereby adopts this Plan for each Fund listed in Exhibit A (as it may be amended from time to time) and the payment of certain fees as follows:

a.                 Distribution Activities . Each Fund is authorized to engage in, directly or indirectly through the Distributor or otherwise, and to perform, or cause to be performed, activities related to the distribution of Class C Shares of the Fund, which activities may include, but are not limited to, the following ("Distribution Activities"): (a) the making of payments, including payment of incentive compensation, to securities dealers or other financial intermediaries, financial institutions, investment advisers and others that are engaged in the sale of Class C Shares of the Fund, or that may be advising shareholders of the Fund regarding the purchase, sale or retention of Class C Shares of the Fund; (b) incurring expenses of maintaining personnel (including personnel of organizations with which the Fund has entered into agreements related to this Plan) who engage in or support distribution of Class C Shares of the Fund; (c) incurring costs of

preparing, printing and distributing prospectuses and statements of additional information and reports of the Fund for recipients other than existing shareholders of the Fund; (d) incurring costs of formulating and implementing marketing and promotional activities, including, but not limited to, sales seminars, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; (e) incurring costs of preparing, printing and distributing sales literature; (f) incurring costs of obtaining such information, analyses and reports with respect to marketing and promotional activities as the Fund may, from time to time, deem advisable; and (g) incurring costs of implementing and operating this Plan. The Trust also is authorized to engage in Distribution Activities related to the distribution of Class C Shares of the Funds, either directly or indirectly through persons with whom the Trust has entered into agreements related to this Plan, including, without limitation, the Distributor.

b.                Shareholder Services . In order to facilitate and/or enhance the Fund’s and/or the Trust’s Distribution Activities related to the Fund’s Class C Shares, each Fund may pay fees (or otherwise incur expenses) (subject to the limitations set forth in Section 2 hereof) for Shareholder Services. For purposes of this Plan “Shareholder Services” shall mean those services of securities dealers or other financial intermediaries, financial institutions, investment advisers and others rendered in connection with the holding of Class C Shares of the Fund for shareholders in omnibus accounts or as shareholders of record or in providing shareholder support or administrative services to the Fund and its shareholders or that are rendered to shareholders of the Fund’s Class C Shares and not otherwise provided by the Trust’s transfer agent, including, but not limited to, allocated overhead, office space and equipment, telephone facilities and expenses, answering routine inquiries regarding the Trust or the Fund, processing shareholder transactions, and in providing such other shareholder services as the Trust or the Fund may reasonably request.

2.                Fees .

a.                 Distribution and Shareholder Service Fees . Each Fund is authorized to pay the Distributor, as compensation for Distribution Activities and Shareholder Services at an aggregate, annualized rate not to exceed the lesser of (i) the "Maximum Authorized Rate" and (ii) the "Currently Approved Rate" (each as set forth opposite such Fund’s name on Exhibit A attached hereto). The "Maximum Authorized Rate" shall mean the maximum rate authorized by the Board under this Plan and the "Currently Approved Rate" shall mean that portion of the Maximum Authorized Rate that is currently authorized for payment by the Fund, as may be amended from time to time by the Board. The applicable rate shall be applied to the average daily net assets attributable to Class C Shares of the Fund. In no event shall the rate paid for Distribution Activities exceed 0.75% and the rate paid for Shareholder Services exceed 0.25% per annum.

b.                Fees in Relation to Expenses . The amount of fees payable by each Fund pursuant to this Section 2 may be greater or lesser than the expenses actually incurred by such Fund or by the Distributor or other financial intermediary on

behalf of such Fund in connection with the performance of Distribution Activities and Shareholder Services. The amount of fees payable by each Fund to the Distributor pursuant to this Section 2 may be reduced by amounts (if any) paid directly by such Fund to the provider of any Distribution Activities or Shareholder Services.

3.                Authority of the Distributor . Each Fund is hereby authorized and directed to retain the services of the Distributor to act as its principal underwriter, and, in such capacity, the Distributor is authorized to engage in Distribution Activities and/or Shareholder Services for and on behalf of the Funds and to enter into agreements with securities dealers, financial intermediaries, financial institutions, investment advisers, and others to engage in Distribution Activities and/or Shareholder Services for and on behalf of the Funds and to receive for itself or for the benefit of such third parties (and to the extent received for the benefit of such third parties to pay to such third parties) the fees authorized to be paid by the Funds pursuant to Section 2 hereof. The Distributor also is authorized to make payments to the investment adviser of any Fund for reimbursement of marketing related expenses and/or compensation for administrative assistance.

4.                Term and Termination .

a.                 This Plan shall become effective with respect to each Fund listed on Exhibit A attached hereto (which may be amended from time to time) upon the first issuance by such Fund of Class C Shares.

b.                Unless terminated as herein provided, this Plan shall continue in effect for one year from the effective date and shall continue in effect for successive periods of one year thereafter, but only so long as each such continuance is specifically approved by votes of a majority of both: (i) the trustees of the Board and; (ii) the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval.

c.                 This Plan may be terminated with respect to a Fund at any time, without payment of any penalty, by the vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities of the Class C Shares of the Fund; and Exhibit A attached hereto shall be amended accordingly.

d.                The Trust or any Fund subject to this Plan may terminate any agreement related to this Plan, without payment of any penalty, by the vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities of the Class C Shares of the Fund, upon sixty (60) days written notice to the other parties to such agreement. In addition, any agreement related to this Plan shall terminate automatically in the event of its assignment.

5.                Amendments . All material amendments to this Plan (including, without limitation, material amendments to Exhibit A attached hereto) must be approved in the manner provided for annual renewal of this Plan in Section 4(b) hereof. In addition, this Plan (including, without limitation, Exhibit A attached hereto) may not be amended to increase materially the amount of expenditures provided for in Sections 2 and 3 hereof unless such amendment is

approved by a vote of the majority of the outstanding voting securities of the Class C Shares of the Fund to which the increase applies.

6.                Selection and Nomination of Independent Trustees . While this Plan is in effect, the selection and nomination of the Independent Trustees shall be made solely at the discretion of the Independent Trustees.

7.                Quarterly Reports . The Board shall review, at least quarterly, a written report of the amounts expended pursuant to this Plan and any related agreement and the purposes for which such expenditures were made.

8.                Recordkeeping . The Trust shall preserve copies of this Plan and any related agreement and all reports made pursuant to Section 7 hereof, for a period of not less than six years from the date of this Plan, the agreements or such reports, as the case may be, the first two years in an easily accessible place.

9.                Limitation of Liability . A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of the State of Delaware and notice is hereby given that this Plan is executed on behalf of the trustees of the Trust as trustees and not individually and that the obligations of this Plan are not binding upon the trustees, the shareholders of the Funds individually or, with respect to each Fund, the assets or property of any other series of the Trust, but are binding only upon the assets and property of each Fund, respectively.

10.             Incorporation by Reference . Exhibit A to this Plan (as the same may be amended from time to time) shall be deemed part of this Plan and is incorporated herein by this reference.

11.             Defined Terms . As used in this Plan, the terms "majority of the outstanding voting securities," "assignment," and "interested person" shall have the meanings ascribed to those terms in the 1940 Act.

Acknowledged and Approved by:

NORTHERN LIGHTS FUND TRUST IV

RULE 18f-3 MULTIPLE CLASS PLAN

This Multiple Class Plan (the “Plan”) is adopted in accordance with Rule 18f-3 (the “Rule”) under the Investment Company Act of 1940, as amended (the “Act”), by Northern Lights Fund Trust IV (the “Trust”) on behalf of each series of the Trust that has multiple classes of shares (each a “Fund”). A majority of the Trustees, including a majority of the Trustees who are not interested persons of the Trust (as defined in the Act), having determined that the Plan is in the best interests of the shareholders of each class of each Fund and the shareholders of the Trust as a whole, have approved the Plan.

The provisions of the Plan are:

(1) The features and expenses of each share class are described in further detail in the respective Fund’s Prospectus.

(2) The distribution and shareholder servicing expenses of a share class are provided for in the Fund’s respective 12b-1 Plan.

(3) The sales charges associated with a share class are described further in the respective Fund’s Prospectus.

* Fund or share class has not commenced operations as of the date listed below.

IN WITNESS WHEREOF, the Trust has executed this Amended Appendix A to the Multi-Class Plan as of the 7 ^th day of October, 2015.

NORTHERN LIGHTS FUND TRUST IV

By: /s/ Wendy Wang

Wendy Wang, President

1. Code of Conduct

Main Management, LLC and Main Management Fund Advisors LLC (the “ Firm”) have established this Code of Ethics (the “Code”) pursuant to Rule 204A-1 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). As an investment adviser, the Firm has an undivided duty of loyalty to act solely in the best interests of its clients, an obligation which includes the responsibility to make full and fair disclosure of all material facts, especially where the Firm ’s interests may conflict with those of its clients. In carrying on its daily affairs, the Firm and all Firm Associated Persons (also known as “Supervised Persons”), shall act in a fair, lawful and ethical manner, in accordance with the rules and regulations imposed by the Firm ’s governing regulatory authority.

The Code has also been adopted by the Firm in the context as an adviser to Investment Companies under Rule 17j-1 of the Investment Company Act of 1940 (“IC Act”). The Code reinforces fiduciary principles and sets forth standards of conduct in connection with advising investment companies that are registered under the IC Act, including the obligation to put the interests of clients first, restrictions on personal trading and reporting of personal securities transactions and holdings. Additionally, the Firm will:

In addition, Rule 17j-1 under the IC Act also requires each investment adviser to a RIC to adopt a written code of ethics containing provisions reasonably necessary to prevent the adviser and its Employees from:

All Firm personnel should review this Code, as well as the Firm ’s internal policies and procedures, in an effort to be aware of their responsibilities pertaining to client service. Each employee must acknowledge they have received and read, and confirm compliance with this Code by signing the Code of Ethics Acknowledgement in Exhibit 1 . To the extent that any term within the Firm ’s Compliance Manual, or any other Firm policy, is inconsistent with any term contained within this Code, the Code shall control.

Violations

Any violation of this Code or any other Firm policy and/or procedure shall be subject to the Firm’s disciplinary procedures, which may warrant sanctions that may include, but not limited to, requiring that personal trades be reversed, requiring the disgorgement of profits or gifts, issuing a letter of caution or warning, suspending personal trading rights, imposing a fine, suspending employment (with or without compensation), making a civil referral to the SEC, making a criminal referral, terminating employment for cause, and/or a combination of the foregoing. Violations may also subject an Employee to civil, regulatory or criminal sanctions. No Employee will determine whether he or she committed a violation of the Code, or impose any sanction against himself or herself. All sanctions and other actions taken will be in accordance with applicable employment laws and regulations.

Each violation will be reviewed by the CCO and dealt with on a case by case basis. In addition, in accordance with Mutual Fund, the CCO will promptly report to the Fund CCO and Board of Trustees each violation and the steps taken to confirm the violation(s) do not happen again, including any sanctions levied.

2. Scope of the Code

The terms of this Code apply to all of the Firm ’s supervised persons and sets forth the standard of conduct by which each individual should carry out his/her respective obligations. Specifically, this document presents the Firm ’s fundamental standard of conduct and shall address issues pertaining to:

As discussed in paragraph E below, the rules on the issue of reporting securities transactions pertain to the securities accounts in which any Firm Associated Person has any direct or indirect beneficial interest. Of particular concern (but not exclusive) are securities in which client assets may be invested, including stocks (including ETF shares), options, futures and options on futures, but generally not those which are excluded from the definition of “reportable securities” (e.g. bankers’ acceptances, bank certificates of deposit, commercial paper, shares of unaffiliated registered open-end investment companies, etc.) ( see definition section below) .

3. Standards of Business Conduct

All Firm personnel shall act in accordance with the requirements of the Advisers Act, which sets forth numerous policies and procedures pertaining to the Firm ’s advisory business. The Firm , as a fiduciary, has an obligation to act consistent with the Advisers Act, but to also place the clients’ interests above those of the advisory firm. To that end, all supervised persons should avoid conflicts of interest that could compromise the advisory firm’s ability to act in the clients’ best interests. For example, the Firm has determined that supervised persons should not accept inappropriate cash or gifts from any client, service provider or other third party. Such an activity by an Associated Person, in addition to any proposed outside business activity ( see Exhibit 4 ), are subject to pre-approval by the Chief Compliance Officer.

Similarly, it shall be against Firm policy for any Firm representative to use the mails or any means or instrumentality of interstate commerce:

The Firm is aware of concerns surrounding nonpublic information, specifically in the areas of client service and securities trading. The Firm ’s standard of business conduct relative to client nonpublic personal information is consistent with the terms of Regulation S-P, in that it has established a Privacy Program that includes the delivery to all prospective and current clients a Privacy Notice detailing the framework within which client information is secured, as well as an internal Privacy Policy to be reviewed and executed by all Firm Associated Persons. The Privacy Policy and Notice create appropriate standards for the security of client personal information, and detail the framework within which client information is secured.

As it relates to nonpublic information in the securities trading area, the Firm ’s standard of business conduct focuses upon non-disclosure. No person associated with the Firm shall disclose “material nonpublic” ( see definition below ) information about a company or about the market for that company’s securities: (a) to any person except to the extent necessary to carry out the Firm ’s legitimate business obligations, or (b) in circumstances in which the information is likely to be used for unlawful trading. No Firm employee who is in possession of material nonpublic information about a company, or about the market for that company’s securities, is permitted to purchase or sell those securities until the information becomes public and sufficient time has passed such that the market would have already reacted.

Finally, it is, and always has been, the policy of the Firm that it and each such supervised person comply with the Firm’s policy on the handling of material nonpublic information and to recognize that the Firm has a fiduciary obligation towards its clients. Supervised persons should be fully aware of the high value the Firm has placed and continues to place on the adherence by all supervised persons to ethical conduct at all times, and all supervised persons are urged to comply not only with the letter of their respective fiduciary duties, but also to the ideals of the Firm . In addition, all supervised persons are required to comply with those federal securities laws which apply to the business of the Firm , and your execution of the Annual Acknowledgment of the contents of this Code of Ethics, constitutes your agreement that you have complied, and will continue to comply, with such applicable laws. For purposes of this paragraph, “federal securities laws” means, as of the date of adoption of this Code of Ethics,

 the Securities Act of 1933 (15 U.S.C. 77a-aa), the Securities Exchange Act of 1934 (15 U.S.C. 78a — mm), the Sarbanes-Oxley Act of 2002 (Pub. L. 107-204, 116 Stat. 745 (2002)), the Investment Company Act of 1940 (15 U.S.C. 80a), the Investment Advisers Act of 1940 (15 U.S.C. 80b), Title V of the Gramm-Leach-Bliley Act (Pub. L. No. 106-102, 113 Stat. 1338 (1999)), any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act (31 U.S.C. 5311 — 5314; 5316 — 5332) as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

4. Insider Trading

The federal securities laws prohibit trading by a person while in the possession of material nonpublic information about a company or about the market for that company’s securities. The federal securities laws also prohibit a person who is in possession of material nonpublic information from communicating any such information to others.

Section 204A of the Advisers Act requires that investment advisers maintain and enforce written policies reasonably designed to prevent the misuse of material nonpublic information by the investment adviser or any person associated with the investment adviser.

Insider trading violations are likely to result in harsh consequences for the individuals involved, including exposure to investigations by the SEC , criminal and civil prosecution, disgorgement of any profits realized or losses avoided through use of the nonpublic information, civil penalties of up to $1 million or three times such profits or losses, whichever is greater, exposure to additional liability in private actions, and incarceration.

Trading on Material Nonpublic Information

Violations of the Firm’s insider trading policies and procedures will be regarded with the utmost seriousness and will constitute grounds for immediate dismissal. No employee of the investment adviser who is in possession of material nonpublic information about a company, or about the market for that company’s securities, is permitted to purchase or sell those securities until the information becomes public and the market has had time to react to it. Should you have any doubt regarding the propriety of a proposed securities transaction, or believe you are in possession of material nonpublic information, you should seek advice from the Chief Compliance Officer, who has been designated by the Firm to handle such matters.

Disclosure of Material Nonpublic Information

No person associated with the Firm shall disclose material nonpublic information about a company or about the market for such that company’s securities: (a) to any person except to the extent necessary to carry out the legitimate business obligations of the investment adviser, or (b) in circumstances in which the information is likely to be used for unlawful trading.

Questions about the Firm’s Insider Trading Policy

While compliance with the law and with a Firm’s policies and procedures described above is each individual’s responsibility, interpretive questions may arise, such as whether certain information is material or nonpublic, or whether trading restrictions should be applicable in a given situation. Any questions should immediately be addressed with the Chief Compliance Officer who has been designated by the Firm to respond to such questions.

5. Personal Securities Transactions

All Access Persons ( see definition section below and Exhibit 6) must submit for the Firm ’s review, a report of his/her personal securities transactions and securities holdings periodically, as provided and further explained herein. This requirement can help detect insider trading, “front-running” (i.e., personal trades executed prior to those of the Firm ’s clients) and other potentially abusive practices.

Initial and Annual Holding Reports on Current Securities Holdings of Access Persons

Each Access Person of the Firm must provide the Chief Compliance Officer or his/her designee with a written report of the Access Person’s current securities holdings within 10 days after the person becomes an Access Person, which information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person. Additionally, each Access Person must provide the Chief Compliance Officer or his/her designee with a written report of the Access Person’s current securities holdings at least once each 12-month period thereafter on a date the Firm selects, and the information must be current as of a date no more than 45 days prior to the date the report was submitted. Each securities holdings report must provide, at a minimum, the following information:

Holdings Report

A copy of the Holdings Report form is included at Exhibit 2. In the alternative, if the Access Person affirms, in writing, that all of his/her holdings are included on certain hard copy year-end or electronic statements which are provided or made available to the CCO, then the submission of the Holdings Report is not required.

Transaction Reports

Each Access Person must provide the Chief Compliance Officer or his/her designee with a written record of his/her personal securities transactions no later than thirty (30) days after the end of each calendar quarter, which report must cover all transactions (other than those pursuant to an “automatic investment plan” as defined in Rule 204A-1(e)(2)) during the quarter. The report must provide, at a minimum, the following information about each transaction (other than pursuant to an “automatic investment plan” as defined in Rule 204A-1(e)(2)) involving a reportable security ( see definition section below) in which the Access Person had, or as a result of the transaction acquired, any direct or indirect “beneficial ownership” ( see definition section below) :

Access Persons must also provide quarterly securities transaction reports for each transaction in a Reportable Security that the Access Person has any direct or indirect beneficial ownership no later than thirty (30) days after the end of each calendar quarter. Quarterly transaction reports are not required if the report would duplicate information contained in broker trade confirm or account statements that Access Person has already provided to the Chief Compliance Officer; provided, that such broker trade confirm or account statements are provided to the Chief Compliance Officer within 30 days of the end of the applicable calendar

quarter. If duplicate statements are sent to the CCO, the Access Person need only submit the form in Exhibit 3 to the CCO.

In addition, if the Firm is provided with ongoing electronic access to all required accounts, then the access person will be relieved of his/her responsibility to provide statements to the Firm , provided that the access person affirms, in writing, that all of his /her accounts are maintained at such broker-dealer/custodian. The CCO will conduct a periodic review of the holdings reports and brokerage statements for potential conflicts of interest or violations of the Code.

Exceptions

The above holdings and transactions reporting requirements do not apply to transactions effected in any account over which a particular Access Person has no direct or indirect influence or control. In addition, the holdings and transactions reporting requirements do not apply to securities which are excluded from the definition of reportable security ( see definition section below) .

Pre-Clearance of Personal Trades

A pre-clearance may be submitted by using the form in Exhibit 2 herein. With limited exceptions, employees will not be allowed to make a personal trade in any security where the Advisor has placed a client trade in the same security on the same day. Before trades are executed, the trader will send an email to the Firm disclosing which trades will be executed that day to confirm that employees do not trade in those securities on the same day. The CCO will conduct a quarterly review of personal transactions in comparison to Advisory Client transactions, such reviews will be documented. Advisor reserves the right to disapprove any proposed transaction that may have the appearance of improper conduct. Aside from the two aforementioned scenarios, no pre- authorization is required for transactions taking place in the securities noted below:

Investment Policy and Procedures

No Access Person of the Firm may effect for himself or herself or for his or her immediate family members sharing the same household. Immediate family members include children, step-children, grandchildren, parents, step-parents, grandparents, spouses, domestic partners, siblings, parents-in-law, and children-in-law, as well as adoptive relationships that meet the above criteria living in the same household as the officer, director, or employee, and trusts for which the employee serves as a trustee or in which the employee has a beneficial interest) (collectively “Covered Persons”) any transactions in a security which is being actively purchased or sold, or is being considered for purchase or sale, on behalf of any Firm clients, unless in accordance with the following Firm Procedures.

In order to implement the Firm ’s Investment Policy, the following procedures have been put into place with respect to the Firm and its Covered Persons:

Restricted Securities (to the extent applicable)

Certain of the Firm ’s clients may be publicly traded companies (and/or senior executive officers and/or management of publicly traded companies), a current list of which publicly traded companies (to the extent applicable) shall be annexed hereto and made a part hereof as Schedule “A” (the “ Restricted Securities ”). In addition, Schedule “A” may also include the securities of public companies which the Firm is currently recommending or considering recommending to its clients. All securities listed on Schedule “A” shall be designated as the Restricted Securities . The purchase and/or sale of any of the Restricted Securities is prohibited unless expressly approved in advance by the Chief Compliance Officer. Schedule “A” shall be updated and/or amended as needed and distributed to each Access Person following each update of Schedule A and at least quarterly (regardless of whether or not there have been any changes to the schedule), and each person shall be required to acknowledge his/her ongoing compliance relative to the Restricted Securities on a monthly basis. Failure to comply with this policy shall be cause for immediate dismissal from the Firm .

As a money manager that exclusively trades ETFs for both Main Management LLC and Main Management Fund Advisors LLC client strategies, there are currently no restricted securities. Accordingly Schedule A will be created only if and when it becomes relevant.

If the Firm or its employees should obtain material non-public information, the CCO should be will be notified immediately, and may discuss with counsel and third-party consultants as deemed necessary, to determine if should be included on the Restricted List for the Firm and personal accounts.

Pre-approval Required for IPO’s and Private Placements

The acquisition of a beneficial ownership (see definition section below) interest in any security in an initial public offering (as defined in Rule 204A-1(e)(6)) or in a limited offering (as defined in Rule 204A-1(e)(7)) by an Access Person is prohibited unless approved in advance by the Chief Compliance Officer. The Firm shall maintain a record of any decision, and the reasons supporting the decision, approving the acquisition of such securities by Access Persons for at

least six years after the end of the fiscal year in which the approval is granted. Access persons may use the Outside Business Activities Request for Approval in the Compliance Manual to submit pre-clearance to the CCO.

Retention of Certain Records

A record of each securities holdings report and transaction report, including any duplicate broker trade confirmation or account statements provided by an Access Person (or his/her broker/dealer or custodian) in lieu of a securities transactions report, shall be maintained by the Firm for the time period required by the Act . In addition, a record of the names of persons who are currently, or within the past six (6) years were, Access Persons of the Firm shall be maintained.

6. Definitions

“Access Persons” [either] means:

“Beneficial ownership” means an Access Person having or sharing a direct or indirect pecuniary interest (i.e., the opportunity, directly or indirectly, to profit or share in any profit) in the reportable securities (or initial public offering or limited offering, as the case may be), directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise.

“Material” information means any information about a company, or the market for its securities, that, if disclosed, is likely to affect the market price of the company’s securities or to be considered important by the reasonable investor in deciding whether to purchase or sell those securities. Examples of information about a company which should be presumed to be

“material” include, but are not limited to, matters such as (a) dividend increases or decreases, (b) earnings estimates, (c) changes in previously released earnings estimates, (d) significant new products or discoveries, (e) developments regarding major litigation by or against the company, (f) liquidity or solvency problems, (g) significant merger or acquisition proposals, or (h) similar major events which would be viewed as having materially altered the information available to the public regarding the Firm or the market for any of its securities. The foregoing is not intended to be an exhaustive list.

“Nonpublic” information means information that has not been publicly disclosed. Information about a company is considered to be nonpublic information if it is received under circumstances which indicate that it is not yet in general circulation.

“Reportable security” means any security defined in Section 202(a)(18) of the Act (generally, all securities of every kind and nature), except that it does not include:

“Supervised person” means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of the Firm , or other person who provides investment advice on behalf of the Firm and is subject to the supervision and control of the Firm .

7. Administration and Enforcement of Code :

The Chief Compliance Officer, or his or her explicit designee, shall be responsible for administering and enforcing this Code, a necessary part of which is supervising employees through the implementation process. Should any Associated Person have any questions regarding the applicability of this Code, (s)he should address those questions with the Chief Compliance Officer. Pursuant to Section 203(e)(6) of the Act, the Firm and Chief Compliance Officer shall not be deemed to have failed to supervise any person if –

While compliance with the law and with a Firm ’s policies and procedures described above is each individual’s responsibility, interpretive questions may arise, such as whether certain information is material or nonpublic, or whether trading restrictions should be applicable in a given situation. All violations of this Code should be reported to the Chief Compliance Officer. Any questions should immediately be addressed with the Chief Compliance Officer who has been designated by the Firm to respond to such questions.

The Chief Compliance Officer is responsible for training and educating all supervised persons about this Code of Ethics. Training regarding the Code of Ethics will occur, at a minimum, on an annual basis. All supervised persons are required to attend the training sessions, read any applicable materials and sign-off on an attendance sheet.

8. Recordkeeping

In addition to the above, the Code of Ethics currently in effect, or that at any time in the past six years was in effect, must be maintained by the Firm . Additionally, a copy of the executed Annual Acknowledgment of the Policies and Procedures (an unexecuted copy of which is located on the last page of this document) of each person who is currently, or within the past six (6) years was, a supervised person must be maintained by the Firm . Furthermore, the Firm is required to maintain a record of any violation of the Code of Ethics (but this does not include any initial reports by employees that informed the Firm of a violation of Firm policies, procedures and/or Code of Ethics), and of any action taken as a result of the violation.

In addition, the Firm shall maintain the following books and records:

9. Receipt of Gifts and Entertainment

It is the policy of the Firm to achieve a balance relative to the receipt/acceptance of gifts from clients or vendors with the avoidance of conflicts of interest or appearances of impropriety. As such, receipt of a holiday gift or expression of thanks from a client for a job well done is not prohibited, provided that the gift is not cash or a cash equivalent, which are prohibited by the Firm . However, all non-cash gifts from vendors, the estimated value of which clearly exceeds $250, should be reported to the Chief Compliance Officer. The above policy recognizes that the dollar value of attendance at certain functions (dinner, golf outing, sporting event) will exceed $250, and is not intended to be prohibited by this policy. However, attendance at such vendor sponsored events should be reported to the Chief Compliance Officer so that a determination can be made that it (they) is (are) neither excessive nor create(s) the potential for a conflict of interest.

The Chief Compliance Officer will maintain a log gifts, meals and entertainment for those reported. The Chief Compliance Officer will monitor the log to ensure adherence to the Code of Ethics and identify the potential for conflicts of interest or the appearance thereof. The Chief Compliance Officer has the authority to determine whether a gift, meal or entertainment is inappropriate and whether it must be returned or repaid.

This reporting requirement also applies to business entertainment on a per person basis. Further, any educational conferences air, hotel or meals are that are paid for by an ETF provider and industry conference speaking engagements are not required to be reported for purposes of this policy.

The following items are not subject to the Firm’s Gifts and Entertainment policies:

4. Gifts for the entire office, not addressed to an individual, below the value of $250 on a per person basis.

10. Political Contributions

It is the policy of the Firm to avoid conflicts of interest or appearances of impropriety in connection with the provision of advisory services for compensation to any government client and to identify risk exposures for the Firm and its clients.

Pay-to-Play

SEC Rule 206(4)-5 prohibits Main Management LLC from receiving advisory fees for providing advisory services to state and local government clients (including pension plans) for two years following contributions by the Advisor or certain of its employees to certain candidates or elected officials (commonly referred to as Pay-to-Play Practices). However, all employees are permitted to make contributions of up to:

Due to the new restrictions put in place by the SEC’s rule, employees will be required to have all political contributions pre-approved using Exhibit 3 .

PLEASE NOTE : All Code of Ethics violations must be immediately reported to the CCO.

                I.           SUPERVISION

Section 203(e)(6) of the Act authorizes the SEC to take appropriate action against an investment adviser if the adviser or any person associated with the adviser “has failed reasonably to supervise, with a view to preventing violations of the provisions of the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, the rules or regulations under any of those statutes or the rules of the Municipal Securities Rulemaking Board.” The Section further provides that “no person shall be deemed to have failed reasonably to supervise any person if –

              II.           APPROVAL OF OUTSIDE EMPLOYMENT/ ACTIVITIES

Any employment or other outside activity by a Firm employee or investment adviser representative may result in possible conflicts of interests for the individual and/or for the Firm and should be reviewed and approved by the Chief Compliance Officer. Outside activities which must be reviewed and approved include such activities as the following:

Approval for any of the above activities is to be obtained by the individual from the Chief Compliance Officer before undertaking any such activity by completing Exhibit 4 so that a determination may be made that the activities do not interfere with any of the individual’s responsibilities at the Firm and any conflicts of interests relative to such activities may be addressed. (Certain Form ADV disclosures and amendments may also be required).

Please Note: All Firm Employees and representatives (upon hire and annually thereafter) shall be required to complete and submit the Firm ’s Outside Business Activity Disclosure Form in Exhibit 5 on an annual basis.

The CCO will seek to identify and review conflicts of interest. Ongoing identification of potential conflicts of interest through monitoring and testing by the CCO will assist the Advisor in addressing potential conflicts of interest and determining the best course of action to either eliminate the conflict or if disclosure is sufficient. The CCO will maintain the information received in response to the information provided per Exhibits 4 and 5 in a conflicts of interest matrix to effectively monitor all potential conflicts.

Code of Ethics Acknowledgement Exhibit 1

( Please initial applicable acknowledgement. If you are a new Employee, initial both sections.)

_____ 1. I hereby acknowledge receipt of the most recent amendment to the Code of Ethics dated ______________________.

_____ 2. Annual Acknowledgement

I have read and understand the Main Management Code of Ethics. I agree to comply in all respects with all policies and procedures contained therein and hereby certify that I have to date complied with such procedures except for [check one box]:

[_] None [_] See detail attached.

I also certify that (i) all my personal securities transactions will be effected in compliance with the requirements of the Code of Ethics and (ii) I have instructed all brokerage or other firms where I maintain an investment account to supply duplicate copies of my confirmations and monthly and quarterly account statements to the Chief Compliance Officer.

[_] ( check if not applicable )

I also certify that I have never been found civilly liable for, nor criminally guilty of, insider trading and that no legal proceedings alleging that I have violated the law on insider trading are now pending or, to my knowledge, threatened by any person or authority.

Date: _________________

  _________________________________

(Name)

_________________________________

(Signature)

COMPLIANCE RECEIPT:

Name: _________________________________________

Date: _________________________________________

Personal Holdings Report for Access Persons Exhibit 2

Name of Access Person: _________________________________________________

Check ONE of the following boxes:

[_] This is my INITIAL Holdings Report , date of submission: _____________________

[_] QUARTERLY Certification: I have elected to have duplicate statements sent to the CCO and by checking this box, confirm that the information contained is my brokerage statements satisfy the content required with respect to transaction reporting for the quarter ending: _______________________.

[_] This is my ANNUAL Holdings Report for the year ending ___________________

The following sets forth all of my and related persons’ (i.e. includes spouses, minor children, other family members living in your household, any accounts you have control/trading authority of or the beneficiary of) Personal Accounts and investments. I have also attached to this form my most current statements listing all account holdings and quarterly transactions for the period stated above.

OR

______ No holdings in reportable securities (as defined in Main Management LLC’s Code of Ethics)

By signing below, the undersigned Access Person confirms that he/she has complied with this Code Ethics, all Personal Accounts have been disclosed and transactions effected in accordance with the personal trading policy set herein; and further certifies that all information contained in this report is true and correct as of ________________________________

Date

COMPLIANCE RECEIPT:

Name: _________________________________________

Date: _________________________________________

Authorization for Gifts over $250 Exhibit 3

Instructions: Certain gifts clearly greater than $250 in value to be given or received from a third party must be reported to the Chief Compliance Officer (pursuant to the guidelines provided herein). Complete this form as applicable and provide an executed copy of the completed form to the Chief Compliance Officer.

______________________________________________________________________

Employee Giving or Receiving Gift or Entertainment

______________________________________________________________________

Third Party Involved

______________________________________________________________________

Name of Advisory Client(s) Involved

______________________________________________________________________

Date Gift or Entertainment Given or Received

____________________________________________________________________________

Identify Gift/Entertainment and Estimate Value

I certify and acknowledge that the above statements are true and correct to the best of my knowledge.

___________________ _________________________

_________________________

(Print Name)

COMPLIANCE RECEIPT/ACKNOWLEDGEMENT:

Name: ________________________
Date: ____________________

Request for Outside Business Activity approval Exhibit 4

Background

________________________________________________________________

________________________________________________________________

________________________________________________________________

________________________________________________________________

If “yes”, description of economic benefit:__________________________________________________________

The employee represents that such activity does not violate any law or regulation, will not or does not interfere with his/her responsibilities to the Firm, compete with or conflict with any interest of the Firm. The employee represents that he or she will bring to the attention of the Firm any potential conflicts of interest that arise due to such activity.

_______________________________

(Print Name)

COMPLIANCE RECEIPT:
[_] Request Approved [_] Request Denied

Name: ___________

Date: _____________________________________

^* Employees should note that pre-approval will not be required for outside activities related to charities, non-profit organizations/clubs or civic/trade associations. However, employees will still need to summarize/update such activities on the annual update form attached hereto as Exhibit 5 .

Annual Outside Activity/Insider Disclosure Exhibit 5

Outside Affiliations

1. Other businesses in which I am engaged (i.e., take an active role):

2. Entities by which I am employed or receive compensation:

3.           Business organizations in which I am an officer, director, partner or employee:

4. Describe interests in any securities, financial or kindred business:

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

5.           Do you own a significant position in any publicly held company’s securities? Describe:

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

I certify and acknowledge that the above statements are true and correct to the best of my knowledge.

_________________________

(Print Name)

COMPLIANCE RECEIPT:

Name: _______________________

Date: ________________________

List of Access persons Exhibit 6

Kim Arthur, Managing Member, Chief Executive Officer& President

James Concidine, Managing Member & Chief Financial Officer

J. Richard Fredericks, Managing Director

Blaine Docker, Chief Operations Officer

Hafeez Esmail, Chief Compliance Officer

Luke King, Vice President

Alex Varner, Director of Research

Pre-Clearance Form for transactions in Personal Accounts ACCESS PERSONS

Access Persons must complete this Pre-clearance Form prior to engaging in certain personal transactions as set forth in the Code of Ethics.

Access Persons should complete Sections (1) , (2) , (3) , (4) , (5) and (6) below and submit this pre-clearance form to the Chief Compliance Officer.

Section (7) will be completed by the Chief Compliance Officer.

(1) Reason for Pre-Clearance Request

The Access Person is submitting this pre-clearance request because proposed investment is: ( check all that apply – more than one may apply ):

_____ Proposed purchase or sale involves a limited offering (i.e., private placement, restricted stock, etc.)

_____ Other investment or sale (as all Access Person transactions are required to be pre- cleared)

(2) Investment Information

Name of Issuer and Ticker (if applicable): ____________________________________

CUSIP Number (if applicable): ____________________

The Issuer can best be characterized as (please check one):

[_] Common Stock [_] Restricted Stock

[_] Preferred Stock [_] Private Placement

[_] Corporate [_] ETFs/Closed-End Funds

[_] Government Debt (non-Federal) [_] Other: ___________

(3) Transaction Information

Transaction involves a ( check one ): [_] Buy [_] Sell [_] Short Sell

Estimated Trade Date: _______________

Quantity: _________________________

Estimated Price: ____________________

Broker/Dealer (if any): _____________________

Bank where securities will be held: __________________________

Account No.: _____________________________

(4) Conflict of Interest Information

Access Persons should provide any additional factors that they believe are relevant to a conflict of interest analysis (if any):

______________________________________________________________________________

________________________________________________________________

________________________________________________________________

(5) Evaluation of Advisory Client Conflicts

Initials of Access Person ____________ Date

___ Investment is too risky

___ Advisory Client is already fully exposed to issuer or industry

___ Investment by the Advisory Client would cause it to exceed or violate its investment policies

___ Insufficient available or unfavorable information about the issuer

___ Other: __________________________________

Initials of Access Person Date________

(6) Representation and Signature

By executing this form, I represent that my trading in this investment is not based on any material non-public information. I understand that pre-clearance will only be in effect for 24 hours from the date of the Chief Compliance Officer's signature.

_________________________________

Access Person’s Name (please print)

_________________________________

Access Person’s Signature

_________________________________

Date

(7) Disposition of Pre-Clearance Request

[_] Request Approved [_] Request Denied

_______________________________________________________________

_______________________________________________________________

Political Contribution Pre-Clearance Form

YES __________ NO __________

Employee Signature

Disposition of Chief Compliance Officer