0000910472-06-000027 Sample Contracts

NORTHERN LIGHTS FUND TRUST INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST and CRITICAL MATH ADVISORS LLC
Investment Advisory Agreement • January 30th, 2006 • Northern Lights Fund Trust • Nebraska

AGREEMENT, made as of December 19, 2005, between Northern Lights Fund Trust, a Delaware business trust (the "Trust"), and Critical Math Advisors LLC, a Delaware limited liability company (the "Advisor") located at 182 Tamarack Circle, Skillman, NJ 08558.

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DISTRIBUTION PLAN AND AGREEMENT PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 NORTHERN LIGHTS FUND TRUST On behalf of its series CRITICAL MATH FUND
Distribution Agreement • January 30th, 2006 • Northern Lights Fund Trust

PLAN AND AGREEMENT made as of December 19, 2005 by and between Northern Lights Fund Trust (the "Trust") on behalf of its separate series, Critical Math Fund, and the distributor for Critical Math Fund, Aquarius Fund Distributors, LLC (the “DISTRIBUTOR”).

UNDERWRITING AGREEMENT Schedule A Jacobs & Company Mutual Fund Abacus Value Fund The Rational Investor® Fund
Underwriting Agreement • January 30th, 2006 • Northern Lights Fund Trust

For services performed hereunder, the Trust shall pay an annual fee of $5,000 per Fund, per share class PLUS 0.01% per annum of each Fund's average daily net assets, payable monthly in arrears.

TRANSFER AGENCY SERVICE AGREEMENT Schedule A FUNDS TO BE SERVICED Jacobs & Company Mutual Fund Abacus Value Fund The Rational Investor Fund The Biondo Fund Critical Math Fund This schedule was amended on December 19, 2005 to add The Biondo and...
Transfer Agency Service Agreement • January 30th, 2006 • Northern Lights Fund Trust

For the services rendered by GFS, in its capacity as transfer agent to the Fund, the Fund shall pay to GFS, the following transfer agent fees, out-of-pocket expenses, activity charges, and special reports charges, which shall be billed to the Fund monthly:

NORTHERN LIGHTS FUND TRUST OPERATING EXPENSES LIMITATION AGREEMENT CRITICAL MATH FUND
Operating Expenses Limitation Agreement • January 30th, 2006 • Northern Lights Fund Trust • New York

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 19TH day of December, 2005, by and between NORTHERN LIGHTS FUND TRUST, a Delaware business trust (the “Trust”), on behalf of the Critical Math Fund, (the “Fund”) a series of the Trust and the Advisor of such Fund, Critical Math Advisors, LLC (the “Advisor”).

FUND ACCOUNTING SERVICE AGREEMENT Schedule A FUNDS TO BE SERVICED Jacobs & Company Mutual Fund Abacus Value Fund The Rational Investor Fund The Biondo Fund Critical Math Fund
Fund Accounting Service Agreement • January 30th, 2006 • Northern Lights Fund Trust

Fees will be calculated based upon the average net assets of the Fund for the previous month. Partial months are not prorated.

ADMINISTRATION SERVICE AGREEMENT
Administration Service Agreement • January 30th, 2006 • Northern Lights Fund Trust

$40,000 minimum or 10 basis points or 0.10%on the first $100 million of net assets 8 basis points or 0.08% on the next $150 million of net assets 6 basis points or 0.06% on net assets greater than $250 million

CUSTODY AGREEMENT SCHEDULE I-E CERTIFICATE OF AUTHORIZED PERSONS
Custody Agreement • January 30th, 2006 • Northern Lights Fund Trust

The undersigned hereby certifies that he/she is the duly elected and acting President of NORTHERN LIGHTS FUND TRUST, on behalf of Critical Math Fund (the “Fund”), and further certifies that the following officers or employees of the Trust have been duly authorized in conformity with the Trust’s Declaration of Trust and By-Laws to deliver Certificates and Oral Instructions to The Bank of New York (“Custodian”) pursuant to the Custody Agreement between the Trust and Custodian dated December 19, 2005 and that the signatures appearing opposite their names are true and correct:

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