IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSAL

While we strongly encourage you to read the full text of the enclosed Proxy Statement, we are also providing you with a brief overview of the subject of the shareholder vote. Your vote is important.

QUESTIONS AND ANSWERS

Q. What proposal am I being asked to vote on?

A. At the Meeting, you will be asked to vote on the proposal below, and to transact any other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof:

1. To approve a new investment sub-advisory agreement by and between First Manhattan Co. LLC (the “Adviser”) and Vident Advisory, LLC (the “Sub-Adviser”). No increase in shareholder fees or expenses is being proposed.

Q. Why am I being asked to approve the Proposal?

PursuantAs more fully described in the attached Notice and Proxy Statement, on February 2, 2024, Guardian Capital Group Limited, through its wholly owned-subsidiary Guardian Capital LLC (collectively, “Guardian Capital”), entered into an agreement to purchase all or a purchase agreement signed on March 24, 2023, Vident Capital Holdings, LLC, a subsidiaryportion of MM VAM, LLC (“VA Holdings”), is expected to acquire a majoritythe ownership interest in the Sub-AdviserAdviser held by Truist Financial Corporation (the “Transaction”). Guardian Capital is a global asset management business headquartered in Toronto, Canada. Founded in 1962, Guardian Capital is listed on the Toronto Stock Exchange and has a long history of stable and consistent growth, as well as successful strategic transactions and organic business building. Guardian Capital plans to operate the Adviser as a standalone entity, led by the adviser’s current team of management and senior professionals, providing continuity and stability for the Fund.

Prior to the close of the Transaction expected to occur on or around June 30, 20232024 (the “Transaction”“Closing”). MM VAM, LLC is an entity controlled by Casey Crawford. As, Truist Financial Corporation owned 100% of the voting and capital interests of the Adviser. No other shareholders owned any of the Adviser’s voting interest. Following the Closing, Date, Mr. CrawfordGuardian Capital will effectively controlown 100% of the Sub-Adviser. The Transaction is expected to be completed on or around June 30, 2023 (the “Closing Date”), subject tovoting and capital interests of the satisfaction of customary closing conditions, including obtaining necessary approvals of a certain amount client consents and receipt of customary regulatory approvals. The Transaction will constitute an “assignment” underAdviser. Under the Investment Company Act of 1940 Act, as amended (the “1940 Act”), which and pursuant to the terms of the Former Advisory Agreement, management believes the Closing will result in a “change in control” of the Adviser and thus cause the automatic termination of the current investment sub-advisory agreement between First Manhattan Co. LLC (the “Adviser”)Former Advisory Agreement. If the Closing takes place before the Meeting, in order to avoid a lapse in advisory services to the Fund, the Adviser and Vident Investment Advisory, LLC (the “Current Sub-Adviser”). As partthe Trust, on behalf of the TransactionFund, will enter into the Current Sub-Adviser’s operationsInterim Advisory Agreement, which will be assumed bybecome effective on the Sub-Adviser.

To enable the Sub-Adviser to serve as investment sub-adviser, at a meetingdate of the Board held on April 24, 2023,Closing. However, for the Board, including a majorityAdviser to continue to provide investment management services to the Fund beyond the term of the Trustees whoInterim Advisory Agreement (maximum term of 150 days after the date of the Closing), shareholders of the Fund are not “interested persons,” as that term is defined inrequired by the 1940 Act (the “Independent Trustees”), approved a new investment sub-advisory agreement between the Adviser and Sub-Adviser (“New Sub-Advisory Agreement”). Under the 1940 Act, the approval of the Fund’s new Sub-Advisory Agreement also requires the affirmative vote of a “majority of the outstanding voting securities” of the Fund.

If the Fund’s shareholdersto approve the New Sub-Advisory Agreement, the Sub-Adviser will serve as the Fund’s investment sub-adviser effective upon the later of the closing of the Transaction or shareholders approval.Advisory Agreement.

Q. Why are you sending me this information?

A. You are receiving these proxy materials because you own shares inof the Fund and have the right to vote on this very important proposal concerning your investment.

Q. How will the Transaction or the approval of the New Sub-AdvisoryAdvisory Agreement affect me as thea Fund shareholder?

A. It is not anticipated thatNeither the TransactionFund nor its investment objective will change as a result of the Closing or the approval of the New Sub-AdvisoryAdvisory Agreement, and you will impact Fund shareholders.still own the same shares in the Fund. The terms of the New Sub-AdvisoryAdvisory Agreement are identical to the Current Sub-AdvisoryFormer Advisory Agreement except for date of execution, effectiveness term and the fact that the new entity is VA.term. The advisory fee raterates charged to the Fund will remain the same as under the Current Sub-AdvisoryFormer Advisory Agreement and the Interim Sub-AdvisoryAdvisory Agreement. If approved by shareholders, the New Sub-AdvisoryAdvisory Agreement will have an initial two-year term and will be subject to annual renewal thereafter.

Senior management of the Adviser and the portfolio managers of the Fund will remain unchanged. There will be no changes to the Fund’s investment strategies or the investment processes used by the Adviser as a result of the Transaction. The composition of the Board will not be changed as a direct result of the New Advisory Agreement, and the Board will continue to make decisions regarding the independent accountants, custodian, administrator, distributor, and transfer agent of the Fund. No changes are being proposed to these existing service providers at this time.

Q. What will happen if shareholders do not approve the New Sub-AdvisoryAdvisory Agreement?

A. The Trustees also approved an interim investment sub-advisory agreement (the “Interim Sub-Advisory Agreement”) between the Adviser and Sub-Adviser. Pursuant to Rule 15a-4 under the 1940 Act, the Interim Sub-Advisory Agreement will allow the Fund an additional 150 days to obtain shareholder approval of the New Sub-Advisory Agreement. The terms of the Interim Sub-Advisory Agreement are substantially identical to the terms of the Current Sub-Advisory Agreement, except for the term. If the New Sub-AdvisoryAdvisory Agreement is not approved beforeby shareholders, the Interim Sub-AdvisoryAdvisory Agreement expireswill continue in effect until its expiration and the Board will take such action as it deems necessary and in the best interests of the Fund and its shareholders, which may include solicitation of theconsider other alternatives, including a new or modified request for shareholder approval of a different proposal.new advisory agreement with the Adviser, retaining a new investment adviser for the Fund (which also would need to be approved by shareholders of the Fund), or the possible liquidation and closing of the Fund.

VOTING INFORMATION

As of the Record Date, the Fund had the following number ofthere were 2,375,000 shares of beneficial interest of the Fund issued and outstanding:outstanding.

All shareholders of record of the Fund on the Record Date are entitled to vote at the Meeting on the Proposal. Each shareholder is entitled to one (1) vote per share held.

An affirmative vote of the holders of a majority of the outstanding shares of the Fund is required for the approval of the proposed New Sub-AdvisoryAdvisory Agreement. As defined in the 1940 Act, a vote of the holders of a majority of the outstanding shares of the Funda fund means the vote of (1) 67% or more of the voting shares of the fund present at the meeting, if the holders of more than 50% of the outstanding shares of the fund are present in person or represented by proxy, or (2) more than 50% of the outstanding voting shares of the fund, whichever is less.

Thirty-three and one-third percent (33-1/3%) of the shares of the Fund present in person or represented by proxy and entitled to vote shall constitute a quorum at the Meeting.

Broker non-votes and abstentions will be considered present for purposes of determining the existence of a quorum and the number of shares of the Fund represented at the Meeting, but they are not affirmative votes for any proposal.

As a result, with respect to approval of the proposed New Sub-AdvisoryAdvisory Agreement, non-votes and abstentions will have the same effect as a vote against the proposal because the required vote is a percentage of the shares present or outstanding.

SECURITY OWNERSHIP OF MANAGEMENT AND

CERTAIN BENEFICIAL OWNERS

To the best knowledge of the Trust, except as listed below, there were no Trustees or officers of the Trust or other shareholders who were the beneficial owners of more than 5% of the outstanding shares of the Fund on the Record Date. As of the Record Date, the Trust knows of no other person (including any “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that beneficially owns more than 5% of the outstanding shares of the Fund.

Shares are held in book entry form, which means that no stock certificates are issued. The Depository Trust Company (“DTC”) or its nominee is the record owner of all outstanding Shares and is recognized as the owner of all shares for all purposes.

Investors owning shares are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for all Shares. Participants in DTC include securities brokers and dealers, banks, trust companies, clearing corporations and other institutions that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of shares, you are not entitled to receive physical delivery of stock certificates or to have shares registered in your name, and you are not considered a registered owner of shares.

Although the Trust does not have information concerning its beneficial ownership held in the names of DTC Participants, the following table lists each DTC Participant that owned of record 5% or more of the outstanding shares of anythe Fund as of the Record Date:

Shareholders owning more than 25% of the shares of the Fund are considered to “control” the Fund, as that term is defined under the 1940 Act. Persons controlling the Fund can determine the outcome of any proposal submitted to the shareholders for approval. As a group, the Trustees and officers of the Trust owned 0% of the outstanding shares of the Fund as of the Record Date. As a result, the Trustees and officers as a group are not deemed to control the Fund due to their ownership of share of the Fund.

As of the Record Date, the Trustees and officers, as a group, owned less than 1.00% of the Fund’s outstanding shares. As of the Record Date, the Independent Trustees, and their respective immediate family members, did not own any securities beneficially or of record in the Sub-AdviserAdviser or its parents or subsidiaries of either, or any of their respective affiliates.

SHAREHOLDER PROPOSALS

The Trust is generally not required to hold annual meetings of shareholders, and the Trust generally does not hold a meeting of shareholders in any year, unless certain specified shareholder actions, such as the election of trustees or the approval of a New Sub-Advisory Agreement,new advisory agreement, are required to be taken under state law or the 1940 Act.

The Trust has not received any shareholder proposals to be considered for presentation at the Meeting. Under the proxy rules of the SEC, shareholder proposals may, under certain conditions, be included in the Trust’s Proxy Statement and proxy for a particular meeting. Under these rules, proposals submitted for inclusion in the Trust’s proxy materials must be received by the Trust within a reasonable time before the solicitation is made. The fact that the Trust receives a shareholder proposal in a timely manner does not ensure its inclusion in its proxy materials, because there are other requirements in the proxy rules relating to such inclusion. You should be aware that annual meetings of shareholders are not required as long as there is no particular requirement under the 1940 Act, which must be met by convening such a shareholder meeting. Any shareholder proposal should be sent to Wendy Wang, Northern Lights Fund Trust IV, 4221 North 203^rdStreet, Suite 100, Elkhorn, NE 68022.

COST OF SOLICITATION

The Board is making this solicitation of proxies. The Trust has engaged Morrow Sodali FundBroadridge Financial Solutions, LLCInc. (“MSFS”Broadridge”), a proxy solicitation firm, to assist in the solicitation. The estimated fees anticipated to be paid to MSFSBroadridge are approximately $6,000.between $19,832 and $22,765. The cost of preparing and mailing this Proxy Statement, the accompanying Notice of Special Meeting and proxy and any additional materials relating to the Meeting and the cost of soliciting proxies will be borne by the Sub-Adviser.Adviser. In addition to solicitation by mail, the Trust will request banks, brokers and other custodial nominees and fiduciaries, to supply proxy materials to the respective beneficial owners of shares of theeach Fund of whom they have knowledge, and the Sub-AdviserAdviser will reimburse them for their expenses in so doing. Certain officers, employees and agents of the Trust and the Sub-AdviserAdviser may solicit proxies in person or by telephone, facsimile transmission, or mail, for which they will not receive any special compensation.

OTHER MATTERS

The Board knows of no other matters to be presented at the Meeting other than as set forth above. If any other matters properly come before the Meeting that the Trust did not have notice of a reasonable time prior to the mailing of this Proxy Statement, the holders of the proxy will vote the shares represented by the proxy on such matters in accordance with their best judgment, and discretionary authority to do so is included in the proxy.

REVOCABILITY OF PROXIES

The presence of a shareholder at the Meeting will not automatically revoke such shareholder’s proxy. A shareholder may, however, revoke a proxy at any time prior to its exercise by filing a written notice of revocation with, or by delivering a duly executed proxy bearing a later date to: FMC Excelsior Focus Equity ETFto the Fund c/o Ultimus Fund Solutions, LLC, 80 Arkay Drive, Suite 110, Hauppauge, NY 11788, by calling 1-855-907-32331-888-637-7798 or by attending the Meeting and voting in person. All valid, unrevoked proxies will be voted at Meeting.

PROXY DELIVERY

If you and another shareholder share the same address, the Trust may only send one Proxy Statement unless you or the other shareholder(s) request otherwise. Call or write to the Fund if you wish to receive a separate copy of the Proxy Statement, and the Fund will promptly mail a copy to you. You may also call or write to the Fund if you wish to receive a separate proxy in the future or if you are receiving multiple copies now and wish to receive a single copy in the future. For such requests, call the Fund at 1-855-907-3233,(888) 637-7798, or write the Fund at 4221 North 203^rdStreet, Suite 100, Elkhorn, NE 68022

Appendix A

INVESTMENT ADVISORY AGREEMENT

Between

INVESTMENT SUB-ADVISORY AGREEMENTNORTHERN LIGHTS FUND TRUST IV

withand

Vident Advisory,STERLING CAPITAL MANAGEMENT LLC

This INVESTMENT SUB-ADVISORYADVISORY AGREEMENT (the “Agreement”) is made as of this 24^th day of April, 2023 by and among First Manhattan Co., LLC a limited partnership organized under the laws of the State of New York, with its principal place of business at 399 Park Avenue, New York, New York 10022 (the “Adviser”), and Vident Advisory, LLC, a limited liability company organized under the laws of the State of Delaware, with its principal place of business located at 1125 Sanctuary Parkway, Suite 515, Alpharetta, GA 30009 (the “Sub-Adviser”).

W I T N E S S E T H

WHEREAS, Northern Lights Fund Trust[ ], 2024, between NORTHERN LIGHTS FUND TRUST IV, a Delaware statutory trust (the “Trust”), and Sterling Capital Management LLC, a North Carolina limited liability Company (the “Adviser”), located at 4350 Congress Street, Suite 1000, Charlotte, North Carolina 28209.

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 “1940 Act”“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 registered with the U.S. Securities and Exchange Commission (the “SEC”) as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”);1940; and

WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated April 20, 2022, as amendedTrust desires to add additional series, with the Trust; and

WHEREAS, the Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, Sub-Adviser and its personnel are duly registered to conduct their business in the jurisdictions in which the Sub-Adviser conducts business and Sub-Adviser is engaged in the business of supplying investment advice as an independent contractor; and

WHEREAS, the Investment Advisory Agreement contemplates thatretain the Adviser may appoint a sub-adviser to perform some or all of the services for which the Adviser is responsible; and

WHEREAS, the Sub-Adviser is willing to furnish suchrender investment advisory services to the Adviser andTrust with respect to the Fund listed in the manner and on the terms and conditions hereinafter set forth;

NOW, THEREFORE, the parties hereto agree as follows:

1.1 Schedule AInvestment Advisory Services. Subject to this Agreementthe supervision of the Trust’s Board of Trustees (the “Fund”“Board”), as such Schedule may be amendedthe 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 upon mutual agreementwhat securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the parties.

A G R E E M E N T

NOW, THEREFORE, in considerationassets of the mutual covenantsFund’s portfolio will be held in the various securities and benefits set forth herein,other investments in which the parties do hereby agreeFund 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 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 follows:

a continuing basis. Consistent with any guidelines establishedother 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 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 Sub-AdviserFund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay to 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 but only if, the Sub-AdviserAdviser determines in good faith that such amount of commission wasis reasonable in relation to the value of the brokerage and research services provided by such broker or dealerdealer. This determination may be viewed in terms of either that particular transaction or in terms of 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 Sub-Adviser to its discretionary clients, including the Fund. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokersFund’s portfolio transactions provided herein.

The Trust hereby authorizes any entity or dealers (including brokers and dealers that are affiliatedperson associated with the Adviser Sub-Adviseror 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, in the Adviser’s sole discretion, reasonably 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. Provide reasonable assistance to 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. Provide reasonable assistance 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 Fund 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 Trust’s principal underwriter) ifAdviser 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 thirty (30) days’ prior written notice to the Sub-Adviser believesTrust of any material 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 Fund.

2.    Expenses. The Adviser shall pay all of the expenses of the Fund, except for: (i) the fee payment under this Agreement, (ii) any front-end or contingent deferred loads; (iii) brokerage fees and commissions, (iv) any Rule 12b-l fees, (v) acquired fund fees and expenses; (vi) fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses); (vii) borrowing costs (such as interest and dividend expense on securities sold short); (viii) taxes; and (ix) 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)).

As compensation for all services rendered, facilities provided and expenses paid or assumed by the Adviser under this Agreement, the 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 the 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 the Fund, the aforesaid fee shall be prorated for the portion of such month during which this Agreement is in effect for the Fund.

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 the 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. The Adviser agrees to provide a copy of its proxy voting policy to the Trust prior to the execution of this Agreement, and any amendments thereto promptly.

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 the 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 qualityAdviser may at its own expense make and retain copies of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Assets be purchased fromany such records.

The Trust shall furnish or soldotherwise make available to the Adviser such copies of the 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.

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.

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 reasonably 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.

Subject to the Trust’s principal underwriter,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 the Fund. 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.

Nothing herein contained shall limit the freedom of the Adviser or any affiliated person of the Trust, Adviser the Sub-Adviserto render investment management and administrative services to other investment companies, to act as investment adviser or the principal underwriter, acting as principalinvestment counselor to other persons, firms or corporations, or to engage in the transaction, except to the extent permitted by the SEC and the 1940 Act.other business activities.

consistent

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 applicablethe 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 Sub-Adviser’s fiduciary obligations,Adviser shall not be responsible for any action of the Sub-Adviser may giveTrustees of the Trust in following or declining to follow any advice and take action with respect to anyor recommendation of those other clients that may differ from the advice given or the timing or nature of action taken for the Fund.

1940 Act (including the rules adopted thereunder) or any exemptive or other relief that 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 obtains fromor its shareholders to which the SEC.

(a)               The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement, and as amended from timeor (ii) to time, herein calledprotect any director, manager, officer or employee of the “Declaration of Trust”);

(b)               Amended and Restated By-LawsAdviser who is or was a Trustee or officer of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”);

(c)               The Fund Registration Statement, including the Prospectus and SAIagainst any liability of the Fund, as amended from timeTrust or its shareholders to time;

(d)               Resolutionswhich such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Board approvingduties involved in the engagementconduct of such person's office with the Sub-Adviser as a sub-adviser toTrust. Without limiting the Fund;

(e)               Resolutions, policiesfiduciary and procedures adopted by the Board with respect to the Assets to the extent such resolutions, policies and procedures may affect the duties of the Sub-Adviser hereunder;

(f)                A list of the Trust’s principal underwriter and each affiliated personcontractual responsibilities of the Adviser, the Trust or the principal underwriter;acknowledges and

(g)               The terms and conditions of exemptive and no-action relief granted to the Trust, as amended from time to time.

The Adviser shall promptly furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, and shall not permit the Fund to use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its affiliates without prior written consent of Sub-Adviser, such consent not to be unreasonably conditioned, delayed, or withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser

used by agrees that the Adviser ordoes not guarantee the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s registration statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (a) as required by applicable law, rule or regulation, in the Prospectus or SAIfuture performance of the Fund or any specific level of performance, the success of any investment decision or strategy that the Adviser may use, or the success of the Adviser’s overall management of the Fund. 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 shareholder reports or proxy statements; or (b) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.have under federal securities laws.

In

Nothing herein contained shall be deemed to require the eventTrust to take any action contrary to its Declaration of terminationTrust 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.

With respect to the Fund, the term of this Agreement the fee provided in this Section shall be computed on the basisbegin as of the period ending on the last business day on whichdate first written above, and unless sooner terminated as hereinafter provided, this Agreement isshall remain in effect; provided, however that any minimum annual feeeffect for any Fund (as noted on Schedule A) will not be prorated ifa period of two (2) years. Thereafter, this Agreement is terminatedshall continue in effect with respect to the Fund from year to year, subject to the termination provisions and all other terms and conditions hereof; PROVIDED, such continuance with respect to the Fund within twelve (12) monthsis approved at least annually by vote of its inception underthe 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 but, rather,or interested persons of either party hereto. The Adviser shall furnish to the Trust, promptly upon its request, such minimum annual fee shallinformation as may reasonably be paid bynecessary to evaluate the Adviser in full (minusterms of this Agreement or any investment management fees already paid during such period) at the time of termination.extension, renewal or amendment thereof.

This Agreement supersedes any other agreement between the parties with respect to the reckless disregard of its duties under this Agreement.

The Adviser shall indemnify and hold harmlesssubject matter contained herein. This Agreement contains the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “Sub-Adviser Indemnitees”) from and against any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) however incurred by the Sub-Adviser Indemnitees in any action or proceedingentire understanding between the Sub-Adviser Indemnitee and any third party and arising from or in connection with this Agreement; provided, however, that the Adviser’s obligation under this Section 6 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Sub-Adviser Indemnitee, is caused by or is otherwise related directly to the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement.

Notwithstanding anything to the contrary contained herein, no partyparties. Any amendment to this Agreement shall be responsiblein 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 liable for its failurewritten consent of a majority of the Trustees of the Trust who are not parties to perform under this Agreement or for any losses tointerested persons of either party hereto, and (ii) by vote of a majority of the Assets resulting from anyoutstanding voting securities of the Fund affected by such amendment if required by applicable law. This Agreement shall terminate automatically and immediately in the event beyond the reasonable control of such party or its agents, including, but not limited to, nationalization, expropriation, devaluation, seizure or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Assets; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts or war, terrorism, insurrection or revolution; or acts of God, or any other similar event. In no event, shall any party be responsible for incidental, consequential or punitive damages hereunder.assignment.

The provisions of this Section shall survive the termination of this Agreement.

a.       The Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act and will continue to be so registered so long as this Agreement remains in effect;

b.      The Sub-Adviser will promptly notify the Adviser of the occurrence of any event that would substantially impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act. The Sub-Adviser will also promptly notify the Trust and the Adviser if it, or any of its supervised persons (as such term is defined in the Advisers Act) receives notice of any action, suit, proceeding or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Fund or relating to the investment advisory services of the Sub-Adviser provided pursuant to this Agreement (other than any routine regulatory examinations);

c.       The Sub-Adviser will notify the Adviser promptly upon detection of (a) any material failure to manage the Fund(s) in accordance with the Fund(s)’ stated investment objectives, guidelines and policies or any applicable law or regulation; or (b) any material breach of any of the Fund’s or the Sub-Adviser’s policies, guidelines or procedures relating to the Fund. The Sub-Adviser agrees to correct any such failure or breach promptly and to take remedial action deemed reasonable by the Sub-Adviser in connection with any said failure or breach.

d.      The Sub-Adviser will promptly notify the Adviser and the Trust of any anticipated change in the ownership of the Sub-Adviser that could: (i) materially impact the services provided by the Sub-Adviser to the Fund; or (ii) result in an “assignment” (as that term is defined in the 1940 Act);

e.       The Sub-Adviser is fully authorized under all applicable law and regulation to enter into this Agreement and serve as Sub-Adviser to the Fund and to perform the services described under this Agreement;

f.        The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the state of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;

g.      The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action on the part of its corporate members or board, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;

h.      This Agreement is a valid and binding agreement of the Sub-Adviser;

i.        The Form ADV of the Sub-Adviser previously provided to the Adviser is a true and complete copy of the form filed with the SEC and the information contained therein is accurate, current and complete in all material respects as of its filing date, and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

j.        The Sub-Adviser shall not divert any of the Fund’s portfolio securities transactions to a broker or dealer in consideration of such broker or dealer’s promotion or sales of shares of the Fund, any other series of the Trust, or any other registered investment company.

k.      The Sub-Adviser agrees to maintain an appropriate level of fidelity bonding, errors and omissions and professional liability insurance coverage as determined by the Sub-Adviser. The Sub-Adviser shall provide prompt written notice to the Adviser and the Trust: (i) of any material changes in the Sub-Adviser’s insurance policies or insurance coverage (including fidelity bonds); or (ii) if any material claims related to the Sub-Adviser’s services under this Agreement shall be made on the Sub-Adviser’s insurance

policies. Furthermore, the Sub-Adviser, upon reasonable request, shall provide the Adviser and the Trust with any information concerning the amount of or scope of said insurance, including, without limitation fidelity bonds.

a.                   Termination. Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to theone or more Fund, without payment of any penalty:

i.

(i)       By vote of the Trust’s Board of Trustees, including the vote or written consent of a majority of the Board, or by vote of a majorityTrustees of the outstanding voting securitiesTrust who are not parties to this Agreement or interested persons of the Fund,either party hereto, or by the Adviser, in each case, upon sixty (60) days’ written notice to the Sub-Adviser;

ii. By the Adviser upon breach by the Sub-Adviser of any representation or warranty contained in Section 7 or Section 9 hereof, which shall not have been cured within twenty (20) days of the Sub-Adviser’s receipt of written notice of such breach;

iii. By the Adviser immediately upon written notice to the Sub-Adviser if the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement; or

iv. By the Sub-Adviser upon sixty (60) days’ written notice to the Adviser and the Board.

This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the Advisory Agreement with the Trust upon notice to the Sub-Adviser. As used in this Section 8, the terms “assignment” and “vote of a majority of the outstanding voting securities” of the Fund (as defined in the 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.

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

16.2       The Fund may use the name “Sterling,” “Sterling Capital” or any variant thereof in connection with the name of the Fund, only for so long as this Agreement or any extension, renewal or amendment hereof remains in effect. At such time as this Agreement shall no longer be in effect, the Fund shall cease to use such a name or any other similar name. In no event shall the Fund use the name “Sterling,” “Sterling Capital” or any variant thereof if Adviser’s functions are transferred or assigned to a company over which Adviser does not have control or with which it is not affiliated. In the respective meaningsevent that this Agreement shall no longer be in effect or Adviser’s functions are transferred or assigned to a company over which Adviser does not have control or with which it is not affiliated, the Fund shall use its best efforts to legally change its name by filing the required documentation with appropriate state and federal agencies.

The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the 1940 ActTrust’s Declaration of Trust and agrees that the obligations assumed by the Trust or the Fund, as the case may be, pursuant to this Agreement shall be limited in all cases to the Trust or the Fund, as the case may be, and its assets, and the rulesAdviser 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 regulations thereunder, subject to such exceptions as may be granted by the SECobligations of any Fund under the 1940 Act.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.

b.

All records and other information relating to the Sub-Adviser has adoptedTrust and implemented and will maintain written policies and procedures that are reasonably designed to prevent violationthe securities holdings of the “federal securities laws” (as such term is defined in Rule 38a-1 under the 1940 Act) by the Fund, and all communications between the Sub-Adviser applicableTrust and the Adviser shall be treated as confidential and shall not be used by the receiving party or disclosed to any other person except as necessary for the Sub-Adviser’s services provided underreceiving party to carry out its responsibilities set forth in this Agreement including policiesor except as (i) the disclosing party has approved the disclosure by the receiving party or (ii) such disclosure by the receiving party is required by law. Notwithstanding the foregoing, nothing will prevent or preclude either party from using or disclosing confidential information to its representatives, consultants, advisers or other agents (“Representatives”) for legal, regulatory and procedures reasonably designedrisk management purposes (including but not limited to prevent violationinternal or external audits, exams or reviews that may be conducted by such party, its affiliates or an applicable regulatory agency), provided that the disclosing party shall make any Representatives aware of the “federal securities laws” (the policies and procedures referred to in this Section 9(b), along with the policies and procedures referred to in Section 9(a), are referred to herein as the Sub-Adviser’s “Compliance Program”); and

c.       the Sub-Adviser has adopted a written codeobligations of ethics that the Sub-Adviser reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act (“Rule 17j-1”), which the Sub-Adviser has provided to the Adviser and the Trust. The Sub-Adviser shall ensure that the Sub-Adviser’s “Access Persons” (as that term is defined in the Sub-Adviser’s Code of Ethics) are subject to compliance with the Sub-Adviser’s Code of Ethics, as in effect from time to time. Upon request, the Sub-Adviser shall provide the Adviser and the Trust with (i) a copy of the Sub-Adviser’s current Code of Ethics, as in effect from time to time, and (ii) a certification that the Sub-Adviser has adopted procedures reasonably designed to prevent Access Persons from engaging in any conduct prohibited by the Sub-Adviser’s Code of Ethics. Annually, the Sub-Adviser shall furnish a written report to the Adviser and the Trust’s Board concerning the Sub-Adviser’s Code of Ethics, which annual report shall comply with the requirements of Rule 17j-1. The Sub-Adviser shall respond to requests for information from the Adviser and the Trust as to violations of the Code by Access Persons and the sanctions imposed by the Sub-Adviser. The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violation of the Code, whether or not said violation relates to a security held by the Fund.

that all nonpublic personal information with regard to shareholders in the Fund shall be deemed proprietary and confidential information of the Adviser, and that the Sub-Adviser shall use that information solely in the performance of its duties and obligationsconfidentiality under this Agreement and shall take reasonable steps to safeguard the confidentiality of that information. Further, the Sub-Adviser shall maintain and enforce adequate security and oversight proceduresensure compliance by such Representatives with respect to all materials, records, documents and data relating to any of its responsibilities pursuant to this Agreement including all means for the effecting of investment transactions. The Sub-Adviser’s security and oversight procedures shall be reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to, the Trust’s, Fund’s and Adviser’s records, documents and data maintained by the Sub-Adviser, which safeguards are no less protective than those that the Sub-Adviser uses to protect the confidentiality and integrity of its own confidential information of like kind. If Sub-Adviser is required by law, rule, or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority, to disclose the Trust’s, Fund’s and Adviser’s records, documents and data, the Sub-Adviser will giveSection 18.

In addition, the Adviser prompt written noticeand the Adviser’s officers, directors, members and employees are prohibited from receiving compensation or other consideration, for themselves or on behalf of such request to the extent permitted by applicable law and any governamental or regulatory authorityFund, as a result of disclosing the Fund’s portfolio holdings. The Adviser agrees that, consistent with juruisdiction so thatthe Adviser’s code of ethics, neither the Adviser nor the Adviser’s officers, directors, members or employees may seek an appropriate protective order or similar protective measure and will use reasonable efforts to obtain confidential treatment of anyengage in personal securities transactions based on nonpublic information so disclosed.about the Fund’s portfolio holdings.

11.       Reporting of Compliance Matters.

a.       The Sub-Adviser shall promptly provide to the Trust’s Chief Compliance Officer (“CCO”) the following:

b.      The Sub-Adviser shall also provide the Trust’s CCO with reasonable access, during normal business hours, to the Sub-Adviser’s facilities for the purpose of conducting

pre-arranged on-site compliance related due diligence meetings with personnel of the Sub-Adviser.

11.              Governing Law.This Agreement shall be governed byand construed in accordance with the laws of the State of Delaware,New York, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act.laws principles.

12.              Severability. Should

Any question of interpretation of any partterm or provision of this Agreement be held invalid byhaving a court decision, statute, regulation, rulecounterpart in or otherwise derived from a term or provision of the remainderAct 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 shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefitis modified, interpreted or relaxed by a rule, regulation or order of the parties heretoSecurities and their respective successors.

13.              Notice. Any notice, advice, document, reportExchange Commission, whether of special or other client communication to be given pursuant to this Agreementof general application, such provision shall be deemed sufficient if deliveredto incorporate the effect of such rule, regulation or mailed by registered, certified or overnight mail, postage prepaid or electronically addressed by the party giving notice to the other party at the last address furnished by the other party. By consenting to the electronic delivery of any notice, advice, document, report or other client communication in respect of this Agreement or as required pursuant to applicable law, the Adviser authorizes the Sub-Adviser to deliver all communications by email or other electronic means.order.

14.              Non-Hire/Non-Solicitation.The parties hereby agree that, during the term ofcaptions in this Agreement neither party shall,are included for convenience of reference only and in no way define or delineate any reason, directlyof the provisions hereof or indirectly, on its own behalfotherwise affect their construction or on behalf of others, knowingly hire any person employed by the other party (a “Restricted Person”), whether or not such Restricted Person is a full-time employee or whether or not any Restricted Person’s employment is pursuant to a written agreement or is at-will. The parties further agree that, to the extent that a party breaches the covenant described in this paragraph, the other party shall be entitled to pursue all appropriate remedies in law or equity.effect.

15.              Amendment of Agreement.

This Agreement may be amended only by written agreementexecuted simultaneously in counterparts, each of the Adviser, the Sub-Adviserwhich shall be deemed an original, but both of which together shall constitute one and the Trust,same instrument, and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.any signatures may be delivered electronically via fax or email (in .pdf or other readable format).

16.              Representations and Warranties of the Adviser.

PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.In the event any party is unable to perform its obligations or duties under the terms of this Agreement because of acts of God, strikes, riots, acts of war, equipment failures, power or other utility failures or damage or other cause beyond its reasonable control, such party shall not be liable for any and all losses, damage, costs, charges, counsel fees, payments, expenses or liability to any other party (whether or not a party to this Agreement) resulting from such failure to perform its obligations or duties under this Agreement or otherwise from such causes. This provision shall in no way excuse any party from any liability that results from the party’s failure to have in place appropriate and reasonable disaster recovery plans or business continuity plans designed to enable that party to perform its obligations and duties under this Agreement.

[Signature page followsPage Follows]

IN WITNESS WHEREOF,, the parties hereto have caused this Agreement to be executedsigned by their respective officers thereunto duly authorized as of the daydate and year first set forth above.

above written.

SCHEDULE A

to the

INVESTMENT SUB-ADVISORY AGREEMENT

Dated April 24, 2023 by and among

FIRST MANHATTAN CO. LLC

and

VIDENT INVESTMENT ADVISORY, LLC

The Adviser will pay to the Sub-Adviser as compensation for the Sub-Adviser’s services rendered, a fee, computed daily at an annual rate based on the greater of (1) the minimum fee or (2) the daily net assets of the respective Fund in accordance with the following fee schedule:

NORTHERN LIGHTS FUND TRUST IV

INVESTMENT ADVISORY AGREEMENT

APPENDIX A

FUNDS OF THE TRUST

Appendix B