NORTHERN LIGHTS FUND TRUST OPERATING EXPENSES LIMITATION AGREEMENT ZEO CAPITAL ADVISORS, LLC
OPERATING EXPENSES LIMITATION AGREEMENT
ZEO CAPITAL ADVISORS, LLC
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 27th day of March, 2019,
as revised on June 24, 2021 by and between NORTHERN LIGHTS FUND TRUST, a Delaware statutory trust (the “Trust”), on behalf
of Zeo Sustainable Credit Fund (the “Fund”) a series of the Trust, and the Advisor of the Fund, Zeo Capital 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 27th day of March, 2019 (the “Advisory Agreement”); and
WHEREAS, the Funds are responsible for, and have assumed the obligation for, payment of certain expenses pursuant to the Investment
Advisory Agreement that have not been assumed by the Advisor; and
WHEREAS, the Advisor desires to limit the Funds’ 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 Funds) desires to allow the Advisor to implement
those limits;
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 Funds’ current Operating Expenses to an annual
rate, expressed as a percentage of the Funds’ average annual net assets, to the amounts listed in Appendix A (the
“Annual Limit”). In the event that the current Operating Expenses of the Funds, as accrued each month, exceed its Annual Limit,
the Advisor will pay to that Fund, on a monthly basis, the excess expense within 30 days of being notified that an excess expense payment
is due. In the event that Adviser fails to make an excess expense payment within 30 days of being notified, the Adviser agrees that the
Trust shall be permitted to retain any amounts due to the Adviser pursuant to an investment advisory agreement between the Trust and the
Adviser with respect to series in the Trust other than the Fund and to pay such amounts to the Fund to satisfy any unpaid excess expense
payment.
2. Definition. For purposes of this Agreement, the term “Operating Expenses” with respect to the Funds, is defined
to include all expenses necessary or appropriate for the operation of the Funds and including the Advisor’s investment advisory
or management fee detailed in the Investment Advisory Agreement, any Rule 12b-l fees and other expenses described in the Investment Advisory
Agreement, but does not include any front-end or contingent deferred loads, brokerage fees and commissions, acquired fund fees and expenses,
borrowing costs (such
as interest and dividend expense on securities sold short), taxes and extraordinary expenses such as litigation.
3. Reimbursement of Fees and Expenses. The Advisor retains its right to receive reimbursement of any excess expense payments paid by it pursuant to this Agreement in future years on a rolling three year basis, if such reimbursement can be achieved within the Operating Expense Limitations listed in Appendix A.
4. Term. This Agreement shall become effective on the date first above written and shall remain in effect until at least
August 31, 2022, unless sooner terminated as provided in Paragraph 5 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.
5. Termination. This Agreement may be terminated at any time, and without payment of any penalty, by the Board of Trustees
of the Trust, on behalf of the Funds, upon sixty (60) days’ written notice to the Advisor. This Agreement may not be terminated
by the Advisor without the consent of the Board of Trustees of the Trust. This Agreement will automatically terminate, with respect to
the Funds listed in Appendix A if the Investment Advisory Agreement for the Funds is terminated, with such termination effective
upon the effective date of the Investment Advisory Agreement’s termination for the Funds.
6. Assignment. This Agreement and all rights and obligations hereunder may not be assigned without the written consent of
the other party.
7. 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.
8. 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 and the Investment Advisers Act of
1940 and any rules and regulations promulgated thereunder.
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.
| NORTHERN LIGHTS FUND TRUST | Zeo Capital Advisors, LLC |
| on behalf of Zeo Sustainable Credit Fund |
| By: /s/Xxxxx Xxxx | By: /s/Xxxxxxxxx Xxxxx |
| Name: Xxxxx Xxxx | Name: Xxxxxxxxx Xxxxx |
| Title: President | Title: Managing Member |
Appendix A
| Fund | Operating Expense Limit |
| Zeo Sustainable Credit Fund | |
| Class I Shares | 0.99% |
