NORTHERN LIGHTS FUND TRUST OPERATING EXPENSES LIMITATION AGREEMENT
OPERATING EXPENSES LIMITATION AGREEMENT
GMG DEFENSIVE BETA FUND
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the March 23, 2015 by and between
NORTHERN LIGHTS FUND TRUST, a Delaware statutory trust (the “Trust”), on behalf of GMG DEFENSIVE BETA FUND (the “Fund”)
a series of the Trust, and the advisor of the Fund, MONTEBELLO PARTNERS, 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 March 23, 2015 (the “Advisory Agreement”); and
WHEREAS, the Fund is responsible for, and has assumed the obligation for, payment of certain expenses pursuant to the 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 Fund) desires to allow the Advisor
to implement those limits; and
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 Fund, as accrued
each month, exceed its Annual Limit, the Advisor will pay to the Fund, on a monthly basis, the excess expense within 30 days of
being notified that an excess expense payment is due.
2. Definition. For purposes of this Agreement, the term “Operating Expenses” with respect to the Fund
including all expenses necessary or appropriate for the operation of the Fund 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 investments in other collective investment vehicles or derivative instruments
(including for example option 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 in future years on a rolling three year basis, reimbursement of any Fund Reimbursement Payments paid by the Advisor pursuant to this Agreement, 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 November 30, 2016, unless sooner terminated as provided in Paragraph 9 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, 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. This Agreement and the Control Agreement will automatically terminate, with respect to the Fund
listed in Appendix A if the Advisory Agreement for the Fund is terminated and the Fund continues to operate under
the management of a new investment adviser, with such termination effective upon the effective date of the Advisory Agreement’s
termination for the Fund.
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, as amended, and
the Investment Advisers Act of 1940, as amended, and any rules and regulations promulgated thereunder.
[Signature Page Follows]
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, | MONTEBELLO PARTNERS, LLC |
|
on behalf of GMG DEFENSIVE BETA FUND |
|
| By: _________________________________ | By: ________________________________ |
| Name: Xxxxxx Xxxxxx | Name: Xxxxxx Xxxxxxx |
| Title: President | Title: Managing Partner |
Appendix A
| Fund | Operating Expense Limit |
| GMG DEFENSIVE BETA FUND | 1.49% |
