RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT

RULE 12d1-4

THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19, 2022 (“Effective Date”), is made among Northern Lights Fund Trust and Northern Lights Variable Trust, on behalf of each of their series listed in Schedule A (each, an “Acquiring Fund”) and the Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust, on behalf of each of their series (except such series listed on Schedule B, as may be amended from time to time), severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

WHEREAS, each Fund is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment company under the Investment Company Act of 1940, as amended, (the “1940 Act”); and

WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment company may invest in shares of other registered investment companies and Section 12(d)(1)(B) limits the extent to which a registered open-end investment company, its principal underwriter (“Distributor”) or any brokers or dealers registered under the Securities Exchange Act of 1934 (“Brokers”) may knowingly sell shares of such registered investment company to other investment companies; and

WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”) permits (i) registered investment companies, such as the Acquiring Funds, to invest in shares of other registered investment companies, such as the Acquired Funds, in excess of the limits of Section 12(d)(1)(A) of the 1940 Act, and (ii) registered open-end investment companies, such as the Acquired Funds, as well as the Distributor and Brokers, knowingly to sell shares of the Acquired Funds to the Acquiring Funds in excess of the limits of Section 12(d)(1)(B) of the 1940 Act, subject to compliance with the conditions of, and in reliance on, the Rule; and

WHEREAS, an Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds in excess of the limitations of Section 12(d)(1)(A), in reliance on the Rule; and

WHEREAS, an Acquired Fund, Distributor, or Broker, from time to time, may knowingly sell Shares of one or more Acquired Funds to an Acquiring Fund in excess of the limitations of Section 12(d)(1)(B) in reliance on the Rule; and

WHEREAS, to date such investments have been governed by a Purchasing Fund Agreement made in reliance on SEC exemptive relief that will be rescinded on the Effective Date;

NOW THEREFORE, in accordance with the Rule, the Acquiring Funds and the Acquired Funds desire to set forth the following terms pursuant to which the Acquiring Funds may invest in the Acquired Funds in reliance on the Rule and the Acquired Funds, Distributor, or Broker may sell shares of the Acquired Funds to the Acquiring Funds in reliance on the Rule.

Terms of Investment

(a) The Funds note that each Acquired Fund operates as an exchange-traded fund and is designed to accommodate large investments and redemptions, whether from Acquiring Funds or other investors. Creation and redemption orders for shares of the Acquired Funds can only be submitted by Brokers or other participants of a registered clearing agency (collectively, “Authorized Participants”) that have entered into an agreement (“Participation Agreement”) with the Acquired Funds’ distributor to transact in shares of the Acquired Funds. The Acquired Funds also have policies and procedures (the “Basket Policies”) that govern creations and redemptions of the Acquired Funds’ shares. Any creation or redemption order submitted by an Acquiring Fund through an Authorized Participant will be satisfied pursuant to the Basket Policies and the relevant Participation Agreement. The Basket Policies include provisions that govern in-kind creations and redemptions, as well as cash transactions. In any event, the Funds generally expect that the Acquiring Funds will transact in shares in the Acquired Funds on the secondary market rather than through direct creation and redemption transactions with the Acquired Fund. The Funds believe that these material terms regarding an Acquiring Fund’s investment in shares of an Acquired Fund should assist the Acquired Fund’s investment adviser with making the required findings under the Rule. ..

(b) In order to assist the Acquiring Fund’s investment adviser with evaluating the complexity of the structure and fees and expenses associated with an investment in an Acquired Fund, each Acquired Fund shall provide each Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund with reference to the Rule.

Representations of the Acquired Funds.

In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A) or knowing sale of shares by an Acquired Fund, Distributor, or Broker to an Acquiring Fund in excess of the limitations in Section 12(d)(1)(B), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its staff from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its staff from time to time, or this Agreement.

Representations and warranties of the Acquiring Funds.

In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A) or knowing sale of Shares by an Acquired Fund, Distributor, or Broker to an Acquiring Fund in excess of the limitations in Section 12(d)(1)(B), the Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its staff from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its staff from time to time, or this Agreement.

Each Acquiring Fund acknowledges that it may not rely on this Agreement to invest in Ineligible Funds (as defined in Schedule B).

Termination of Purchasing Fund Agreement.

The parties hereby mutually agree to terminate the Purchasing Fund Agreement as of the Effective Date of this Fund of Funds Investment Agreement and waive any notice requirement for termination as may be set forth in such Purchasing Fund Agreement.

Notices.

All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered by registered overnight mail, facsimile, or electronic mail to the address for each party specified below.

Northern Lights Fund Trust and		Invesco ETFs
and Northern Lights Variable Trust		0000 Xxxxx Xxxx, Xxxxx 000
Xxxx: Xxxxxxx Xxxxxxxxxx		Xxxxxxx Xxxxx, XX 00000
c/o Ultimus Fund Solutions, LLC		Attn: General Counsel
00 Xxxxx Xxxxx		Email: 00x-0xxxxxxx@xxxxxxx.xxx

Xxxxxxxxx, XX 00000

Email: xxxxxxxxxxx@xxxxxxxxxxxxxxxxxxxx.xxx

With a copy to: Xxxxxxxx Xxxx LLP		With a copy to: Client Contracts
Attn: Legal Dept.		Email: xxxxxxxxxxxxx@xxxxxxx.xxx

00 Xxxxx Xxxx Xxxxxx, Xxxxx 0000

Xxxxxxxx, XX 00000

Fax: 000-000-0000

Email: xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx

Term and Termination; Assignment; Amendment

(a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its staff from time to time. While the terms of the Agreement shall only be applicable to investments in Funds made in reliance on the Rule, as interpreted or modified by the SEC or its staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 6(b).

(b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Upon termination of this Agreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule.

(d) This Agreement may be amended, including the addition of Acquiring Funds to Schedule

A, only in writing that is signed by each affected party, except that Schedule B to this Agreement may be amended by the Acquired Funds, in their sole discretion.

(e) In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund(s) that are involved in the matter in controversy and not to any other series of the Acquiring Funds.

(f) In any action involving the Acquired Funds under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Fund(s) that are involved in the matter in controversy and not to any other series of the Acquired Funds.

Miscellaneous

(a) Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations.

(b) Counterparts. This Agreement may be executed in two or more counterparts, each of which is deemed an original but all of which together constitute one and the same instrument.

(c) Severability. If any provision of this Agreement is determined to be invalid, illegal, in conflict with any law or otherwise unenforceable, the remaining provisions hereof will be considered severable and will not be affected thereby, and every remaining provision hereof will remain in full force and effect and will remain enforceable to the fullest extent permitted by applicable law.

Signatures appear on the following page.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Northern Lights Fund Trust and Northern Lights Variable Trust

Xxxxxxxxx Xxxxxxx		Xxxxxxxxx Xxxxxxx		/s/ Xxxxxxxxx Shearer______
Name of Authorized Signer		Print		Signature

Title: Secretary

INVESCO EXCHANGE-TRADED FUND TRUST

INVESCO EXCHANGE-TRADED FUND TRUST II

INVESCO INDIA EXCHANGE-TRADED FUND TRUST

INVESCO ACTIVELY MANAGED EXCHANGE-TRADED FUND TRUST

INVESCO ACTIVELY MANAGED EXCHANGE-TRADED COMMODITY FUND TRUST

INVESCO EXCHANGE-TRADED SELF-INDEXED FUND TRUST

Xxxx Henkel___________		Xxxx Henkel_________		/s/ Xxxx Henkel_____
Name of Authorized Signer		Print		Signature

Title: Secretary

SCHEDULE A

Applicable Funds

Acquiring Funds

CURRENT AND PENDING NORTHERN LIGHTS FUNDS

Northern Lights Fund Trust – 74 Funds (68 operational)

· 13D Activist Fund (“13D”)

· Altegris Funds:

o Altegris Futures Evolution Fund (“Altegris Futures Evolution”)

o Altegris/AACA Opportunistic Real Estate Fund (“Altegris Opportunistic”)

· Astor Funds:

o Astor Dynamic Allocation Fund (“Astor Dynamic”)

o Astor Macro Alternative Fund (“Astor Macro”)

o Astor Sector Allocation Fund (“Astor Sector”)

· Athena Behavioral Tactical Fund (“Athena”)

· Beech Hill Total Return Fund (“Beech Hill”)

· Xxxxxx Focus Fund (“Xxxxxx”)

· BTS Funds:

o BTS Managed Income Fund (“BTS Managed”)

o BTS Tactical Fixed Income Fund (“BTS Tactical”)

· Changing Parameters Fund (“Changing Parameters”)

· CMG Funds:

o CMG Xxxxxxx Core Fund (“CMG Xxxxxxx”)

o CMG Tactical All Asset Strategy Fund (“CMG All Asset”)

o CMG Tactical Bond Fund (“CMG Bond”)

· Xxxxxxxx Xxxxxxxx Funds:

o Donoghue Xxxxxxxx Dividend Fund (“Xxxxxxxx Xxxxxxxx Dividend”)

o Donoghue Xxxxxxxx Risk Managed Income Fund (“Xxxxxxxx Xxxxxxxx Risk Managed”)

o Donoghue Xxxxxxxx Tactical Allocation (“Xxxxxxxx Xxxxxxxx Tactical”)

o Donoghue Xxxxxxxx Tactical Income Fund (“Xxxxxxxx Xxxxxxxx Income”)

o Donoghue Xxxxxxxx Momentum Fund (“Xxxxxxxx Xxxxxxxx Momentum”)

· Grant Park Multi-Alternative Strategies Fund (“Grant Park”)

· Ladenburg Funds:

o Ladenburg Aggressive Growth Fund (“Ladenburg Aggressive”)

o Ladenburg Growth Fund (“Ladenburg Growth”)

o Ladenburg Growth & Income Fund (“Ladenburg Growth & Income”)

o Ladenburg Income Fund (“Ladenburg Income”)

o Ladenburg Income & Growth Fund (“Ladenburg Income & Growth”)

· Navigator Funds:

o Navigator Equity Hedged Fund (“Navigator Equity”)

o Navigator Tactical Fixed Income Fund (Navigator Tactical”)

o Navigator Ultra Short Bond Fund (“Navigator Ultra”)

o Navigator Investment Grade Bond Fund (“Navigator Investment”)

o Navigator Tactical U.S. Allocation Fund (Navigator Allocation”)

· Princeton Funds:

o Deer Park Total Return Credit Fund (“Deer Park Total”)

o Eagle MLP Strategy Fund (“Eagle”)

o Princeton Premium Fund (“Princeton Premium”)

o Princeton Long/Short Treasury Fund (“Princeton L/S”)

o Princeton Alternative Premium Fund*

· Probabilities Funds:

o Probabilities Fund (“Probabilities”)

o Probabilities Sector Rotation Fund (“Probabilities Sector”) *

· PSI Strategic Growth Fund (“PSI Strategic”)

· PFG Funds:

o PFG Active Core Bond Strategy Fund (“PFG Active Core”)

o PFG American Funds^® Conservative Income Strategy Fund (“PFG American Conservative”)

o PFG American Funds^® Growth Strategy Fund (“PFG American Growth”)

o PFG BNY Mellon Diversifier Strategy Fund (PFG BNY Mellon”)

o PFG BR Equity ESG Strategy Fund, (“PFG BR Equity”)

o PFG Fidelity Institutional AM^®Equity Index Strategy Fund (“PGR Fidelity Index”)

o PFG Fidelity Institutional AM^®Equity Sector Strategy Fund (“PFG Fidelity Sector”)

o PFG XX Xxxxxx Tactical Aggressive Strategy Fund (“XX Xxxxxx Aggressive”)

o PFG XX Xxxxxx Tactical Moderate Strategy Fund (XX Xxxxxx Moderate”)

o PFG Xxxxxx Tactical Strategy Fund (“PFG Xxxxxx”)

o PFG MFS^®Aggressive Growth Strategy Fund (“PFG MFS”)

o PFG Tactical Income Strategy Fund (PFG Tactical”)

o PFG Fidelity Institutional AM^® Bond ESG Strategy

o PFG Xxxxx Xxxxxxxxx^® Balanced Strategy

o PFG Invesco® Thematic Equity ESG Strategy

· Sierra Funds:

o Sierra Tactical Core Income Fund (“Sierra Tactical Core”)

o Sierra Tactical All Asset Fund (“Sierra Tactical”)

o Sierra Tactical Municipal Fund (“Sierra Municipal”)

o Sierra Tactical Bond Fund (“Sierra Bond”)

o Sierra Tactical Risk Spectrum 30 Fund (“Sierra Tactical 30”)*

o Sierra Tactical Risk Spectrum50 Fund (“Sierra Tactical 50”)

o Sierra Tactical Risk Spectrum 70 Fund (“Sierra Tactical 70”)*

· Toews Funds:

o Toews Agility Shares Dynamic Tactical Income ETF (“Agility Dynamic”)

o Toews Agility Shares Managed Risk Equity ETF (“Agility Managed”)

o Agility Shares Put Write Enhance Equity ETF (“Agility Put Write”) *

o Agility Shares Tactical Core Fixed Income ETF (“Agility Tactical”) *

o Toews Tactical Defensive Alpha Fund (‘Toews Defensive”)

o Toews Tactical Income Fund (“Toews Income”)

o Toews Hedged U.S. Fund (“Toews Hedged U.S.”)

o Toews Hedged Oceana Fund (“Toews Oceana”)

o Toews Hedged U.S. Opportunity Fund (“Toews Opportunity”)

o Toews Unconstrained Income Fund (“Toews Unconstrained”)

· TransWestern Institutional Short Duration Government Bond Fund (“TransWestern”)

· Zeo Funds:

o Zeo Short Duration Income Fund (“Zeo Short”)

o Zeo Sustainable Credit Fund (“Zeo Sustainable”)

Northern Lights Variable Trust – 20 Portfolios (15 operational)

· 7Twelve Balanced Portfolio (“7Twelve”)

· Astor Funds:

o Astor Long/Short ETF Portfolio* (“Astor VIT”)

o Astor Macro Alternative Portfolio* (Astor Macro VIT”)

· BTS Tactical Fixed Income VIT Fund (“BTS Tactical VIT”)

· Xxxxxxxx Xxxxxxxx Portfolios:

Xxxxxxxx Xxxxxxxx Dividend VIT Fund (“Dividend VIT”)
Xxxxxxxx Xxxxxxxx Momentum VIT Fund (“Momentum VIT”)

· Probabilities VIT Fund (“Probabilities VIT”)

· TOPS® Portfolios:

o TOPS® Aggressive Growth ETF Portfolio (“TOPS Aggressive”)

o TOPS® Balanced ETF Portfolio (“TOPS Balanced”)

o TOPS® Conservative ETF Portfolio (“TOPS Conservative”)

o TOPS® Global Target Range ^TMFund (“TOPS Global”)

o TOPS® Growth ETF Portfolio (“TOPS Growth”)

TOPS® Hedged Equity Conservative Growth ETF Portfolio (“TOPS Hedged Conservative”) *

o TOPS®F Hedged Equity Growth ETF Portfolio (“TOPS Hedged Growth”) *

o TOPS® Hedged Equity Moderate Growth ETF Portfolio * (“TOPs Hedged Moderate”)

o TOPS® Managed Risk Balanced ETF Portfolio (“TOPS Risk Balanced”)

o TOPS® Managed Risk Growth ETF Portfolio (“TOPS Risk Growth”)

o TOPS® Managed Risk Moderate Growth ETF Portfolio (“TOPS Risk ETF”)

o TOPS® Managed Risk Flex ETF Portfolio ^(“TOPS Risk Flex”)

o TOPS® Moderate Growth ETF Portfolio (“TOPS Moderate”)

* Fund not operational as of November 30, 2021

SCHEDULE B

Ineligible Funds

Effective January 19, 2022

This Schedule B includes Funds that are not permissible for investment by the Acquiring Funds in reliance on this Agreement (the “Ineligible Funds”).

This Schedule B may be amended, supplemented, or revised at any time. Upon written notice by Acquired Funds to Acquiring Funds this Schedule B may be maintained on xxx.xxxxxxx.xxx.

Ineligible Funds under Exchange-Traded Fund Trust

Invesco Global Listed Private Equity ETF (PSP)

Invesco Dow Xxxxx Industrial Average Dividend ETF (DJD)

Invesco Zacks Mid-Cap ETF (CZA)

Invesco Zacks Multi-Asset Income ETF (CVY)

Invesco Xxxxxxx James SB-1 Equity ETF (RYJ)

Invesco S&P Spin-Off ETF (CSD)

Ineligible Funds under Exchange-Traded Fund Trust II

Invesco CEF Income Composite ETF (PCEF)

Invesco Alerian Galaxy Blockchain Users and Decentralized Commerce ETF (BLKC)

Invesco Alerian Galaxy Crypto Economy ETF (SATO)

Invesco KBW High Dividend Yield Financial ETF (KBWD)

Ineligible Funds under Invesco Actively Managed Exchange-Traded Fund Trust

Invesco Balanced Multi-Asset Allocation ETF (PSMB)

Invesco Conservative Multi-Asset Allocation ETF (PSMC)

Invesco Growth Multi-Asset Allocation ETF (PSMG)

Invesco Moderately Conservative Multi-Asset Allocation ETF (PSMM)

Invesco Ultra Short Duration ETF (GSY)

Invesco Total Return Bond ETF (GTO)

Ineligible Funds under Invesco Actively Managed Exchange-Traded Commodity Fund Trust

Invesco Optimum Yield Diversified Commodity Strategy No K-1 (PDBC)

Ineligible Funds under Invesco Exchange-Traded Self-Indexed Fund Trust

Invesco Defensive Equity ETF (DEF)

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RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT

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