0000910472-07-000221 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • May 21st, 2007 • Northern Lights Fund Trust • Virginia

THIS SUB-ADVISORY AGREEMENT (the “Agreement”) made this 19th day of March 2007, by and between Ladenburg Thalmann Asset Management, Inc. a corporation organized and existing under the laws of the State of New York (the “Manager”), and Ahrens Advisors, LP, a limited partnership organized and existing under the laws of the State of Texas (the “Sub-Adviser”).

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GAMING AND CASINO FUND INVESTING CLASS SHARES DISTRIBUTION PLAN AND AGREEMENT PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
Gaming and Casino • May 21st, 2007 • Northern Lights Fund Trust

PLAN AND AGREEMENT made as of March 19, 2007 by and between Northern Lights Fund Trust (the "Trust") on behalf of its separate series, The Gaming and Casino Fund (the “Fund”), and the Trust’s distributor, Ladenburg Thalmann & Co., Inc. (the “DISTRIBUTOR”).

UNDERWRITING AGREEMENT Between NORTHERN LIGHTS FUND TRUST and LADENBURG THALMANN & CO., INC.
Underwriting Agreement • May 21st, 2007 • Northern Lights Fund Trust • Nebraska

AGREEMENT made this 19th day of March 2007, by and between NORTHERN LIGHTS FUND TRUST, a Delaware statutory trust, having its principal office and place of business at 450 Wireless Boulevard, Hauppauge, NY 11788 (the “Trust”), and LADENBURG THALMANN & CO., INC., a New York corporation having its principal office and place of business at 153 East 53rd Street, 49th Floor, New York, NY 10022 (“LTC” or the “Distributor”).

NORTHERN LIGHTS FUND TRUST OPERATING EXPENSES LIMITATION AGREEMENT THE GAMING AND CASINO FUND
Trust Operating Expenses Limitation Agreement • May 21st, 2007 • Northern Lights Fund Trust • New York

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 19 day of March, 2007, by and between NORTHERN LIGHTS FUND TRUST, a Delaware business trust (the “Trust”), on behalf of The Gaming and Casino Fund, (the “Fund”) a series of the Trust, and the investment adviser of such Fund, Ladenburg Thalmann Asset Management, Inc., (the “Adviser”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • May 21st, 2007 • Northern Lights Fund Trust • New York

THIS INVESTMENT MANAGEMENT AGREEMENT, made as of March 19, 2007 between Northern Lights Fund Trust, a Delaware statutory trust (the "Trust") and Ladenburg Thalmann Asset Management, Inc. (the "Adviser"), located at 153 E. 53rd Street, 49th Floor, New York, New York 10022.

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