0000894189-23-009253 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • December 22nd, 2023 • Niagara Income Opportunities Fund • Minnesota

THIS AGREEMENT is made and entered into as of the last date on the signature page, by and between NIAGARA INCOME OPPORTUNITIES FUND, a Delaware statutory trust, (the “Fund”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • December 22nd, 2023 • Niagara Income Opportunities Fund • Delaware

THIS AGREEMENT is made and entered into as of this 14th day of December 2023, by and between Niagara Income Opportunities Fund, a Delaware statutory trust (the “Fund”), and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”).

NIAGARA INCOME OPPORTUNITIES FUND INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 22nd, 2023 • Niagara Income Opportunities Fund • Delaware

This Investment Advisory Agreement (the "Agreement") is made and entered into effective as of December 11, 2023 by and between the Niagara Income Opportunities Fund (the "Fund"), a Delaware statutory trust and Liquid Strategies, LLC, a Delaware limited liability company (the "Adviser").

FORESIDE FUND SERVICES, LLC DEALER AGREEMENT NIAGARA INCOME OPPORTUNITIES FUND
Service Fee Agreement • December 22nd, 2023 • Niagara Income Opportunities Fund

This agreement is made and effective as of this _____ day of _________________, 202__, by and between Foreside Fund Services, LLC (“Distributor”) and [DEALER NAME] (“Dealer” and, together with Distributor, the “Parties”);

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 22nd, 2023 • Niagara Income Opportunities Fund • Wisconsin

THIS AGREEMENT is made and entered into as of the last day written on the signature page by and between NIAGARA INCOME OPPORTUNITIES FUND, a Delaware statutory trust (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 22nd, 2023 • Niagara Income Opportunities Fund • Wisconsin

THIS AGREEMENT is made and entered into as of the last day written on the signature page by and between NIAGARA INCOME OPPORTUNITIES FUND, a Delaware statutory trust (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 22nd, 2023 • Niagara Income Opportunities Fund • Wisconsin

THIS AGREEMENT is made and entered into as of the last day written on the signature page by and between NIAGARA INCOME OPPORTUNITIES FUND, a Delaware statutory trust (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).

Expense Limitation Agreement
Expense Limitation Agreement • December 22nd, 2023 • Niagara Income Opportunities Fund
SUBSCRIPTION AGREEMENT BETWEEN NIAGARA INCOME OPPORTUNITIES FUND (THE "FUND") AND THE INVESTOR LETTER OF INVESTMENT INTENT
Subscription Agreement • December 22nd, 2023 • Niagara Income Opportunities Fund

The undersigned (the "Purchaser") hereby subscribes to purchase a beneficial interest ("Interest") in the Fund, in the amount of $100,000.00 for 10,000 shares at net asset value of $10.00 per share, in consideration for which the Purchaser agrees to transfer to you upon demand cash in the amount of $100,000.00.

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