0000910472-12-000999 Sample Contracts

ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • April 3rd, 2012 • Northern Lights ETF Trust • Nebraska

This ETF Distribution Agreement (the “Agreement’) is made as of this 1st day of March, 2012, between Northern Lights ETF Trust, a Delaware statutory trust (the “Trust”), on behalf of itself and the fund(s) listed on Schedule A (each, a “Fund”, and collectively, the “Funds”), and Northern Lights Distributors, LLC a Nebraska limited liability company (the “Distributor”).

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CUSTODIAN AND TRANSFER AGENT AGREEMENT
Custodian and Transfer Agent Agreement • April 3rd, 2012 • Northern Lights ETF Trust • New York

THIS AGREEMENT, dated as of March 22, 2012, between Northern Lights ETF Trust (the Fund, including its separate series, the Portfolios), an open-end management investment company organized under the laws of the State of Delaware and registered with the Commission under the Investment Company Act of 1940 (the 1940 Act), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&Co. or, when referring to BBH&Co. in its capacity as custodian, the Custodian, and when referring to BBH&Co. in its capacity as transfer agent, TA).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 3rd, 2012 • Northern Lights ETF Trust • New York

Agreement made as of January 19, 2012, between NORTHERN LIGHTS ETF TRUST, a Delaware statutory trust (“Trust”), and ARROW INVESTMENT ADVISORS, LLC (“Adviser”), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”).

AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • April 3rd, 2012 • Northern Lights ETF Trust • New York

AUTHORIZED PARTICIPANT AGREEMENT (this “Agreement”) dated as of March __, 2012 between Northern Lights Distributors, LLC (“Distributor”) and ___________ (“_________”), a __________ organized under the laws of __________ (the “Participant”)and is subject to acceptance by Brown Brothers Harriman, LLC, the index receipt agent (“Index Receipt Agent”) for Northern Lights ETF Trust (the “Trust”).

FUND SERVICES AGREEMENT between NORTHERN LIGHTS ETF TRUST and
Fund Services Agreement • April 3rd, 2012 • Northern Lights ETF Trust • New York

THIS FUND SERVICES AGREEMENT (the “Agreement”) made as of the 19th day of January, 2012, by and between NORTHERN LIGHTS ETF TRUST, a Delaware statutory trust having its principal office and place of business at 450 Wireless Boulevard, Hauppauge, New York 11788 (the "Trust") and GEMINI FUND SERVICES, LLC, a Nebraska limited liability company having its principal office and place of business at 4020 South 147th Street, Omaha, Nebraska 68137 (“GFS”). This Agreement replaces and supersedes all prior understandings and agreements between the parties hereto for the services described below.

COMPLIANCE CONSULTING AGREEMENT
Compliance Consulting Agreement • April 3rd, 2012 • Northern Lights ETF Trust • New York

This Compliance Consulting Agreement (the “Agreement”) is effective January 19, 2012, between NORTHERN LIGHTS COMPLIANCE SERVICES, LLC, a Nebraska limited liability company located at 450 Wireless Boulevard, Hauppauge, NY 11788 (“NLCS”), and NORTHERN LIGHTS ETF TRUST, a Delaware business trust, whose address is 4020 South 147th Street, Omaha, NE 68137 (the "Trust"), on behalf of each series thereof listed on the attached Appendix A, as may be amended from time to time (each a “Fund” and collectively “Funds”).

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