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 23rd day of March, 2011, as revised August 12, 2014 and March 27, 2019 by and between NORTHERN LIGHTS FUND TRUST, a Delaware statutory trust (the "Trust"), on behalf of Zeo Short Duration Income 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 23rd day of March, 2011 (the "Investment 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. 2020, 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 Strategic Income Fund | |
| By: _/s/Xxxxx Wolf____________________ | By: _/s/Venkatesh Reddy____________ |
| Name: Xxxxx Xxxx | Name: Xxxxxxxxx Xxxxx |
| Title: President | Title: Managing Member |
Appendix A
| Operating Expense Limit | |
| Zeo Short Duration Income Fund | |
| Class A Shares | 1.75% |
| Class I Shares | 1.25% |
