NORTHERN LIGHTS FUND TRUST OPERATING EXPENSES LIMITATION AGREEMENT
NORTHERN LIGHTS FUND TRUST
OPERATING EXPENSES LIMITATION AGREEMENT
XXXXXX FOCUS FUND
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 1st day of December, 2016, as amended June 1, 2018 and March 27, 2019 by and between NORTHERN LIGHTS FUND TRUST, a Delaware statutory trust (the “Trust”), on behalf of Xxxxxx Focus Fund (the “Fund”) a series of the Trust and the Advisor of the Fund, Xxxxxx Investment Advisors, LLC (the “Advisor”).
WITNESSETH:
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 19th day of December, 2005, as revised on December 14, 2009, with
respect to the Xxxxxx Focus Fund (the “Investment Advisory Agreement”); and
WHEREAS, the Fund is responsible for, and has 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 Fund’s 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 Fund’s current Operating Expenses to an annual
rate, expressed as a percentage of the Fund’s 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 are 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 Advisory Agreement, any Rule 12b-l fees and other expenses described in the Advisory Agreement, but does not include: (i) any front-end or contingent deferred loads; (ii) brokerage fees and commissions, (iii) acquired fund fees and expenses; (iv) fees and expenses associated with instruments in other collective investment vehicles or derivative instruments (including for example options and swap fees and expenses); (v) borrowing costs (such as interest and dividend expense on securities sold short); (vi) taxes; and (vii) extraordinary expenses, such as litigation expenses (which may include indemnification of Fund officers and Trustees, contractual indemnification of Fund service providers (other than the Adviser)).
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
April 30, 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 Fund, 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 | Xxxxxx Investment Advisors, LLC |
| on behalf of the Xxxxxx Focus Fund |
| By: _/s/Xxxxx Wolf________________ | By: _/s/Xxxxxx X. Biondo________ |
| Name: Xxxxx Xxxx | Name: Xxxxxx X. Xxxxxx |
| Title: President | Title: Chief Executive Officer |
Appendix A
| Fund | Operating Expense Limit |
| Investor Class | 1.50% |
