0000910472-09-000898 Sample Contracts

DISTRIBUTION PLAN PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 NORTHERN LIGHTS FUND TRUST On behalf of its series THE LACERTE GUARDIAN FUND

Distribution Plan • October 20th, 2009 • Northern Lights Fund Trust

• Contract Type
  Distribution Plan
• Filed
  October 20th, 2009
• Company
  Northern Lights Fund Trust

DISTRIBUTION PLAN made as of August 5, 2009 by and between Northern Lights Fund Trust (the "Trust") on behalf of its separate series, THE LACERTE GUARDIAN FUND (the “Fund”) and the distributor for the Fund, Northern Lights Distributors, LLC (the “DISTRIBUTOR”).

INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST and THE GRATIO VALUES FUND

Investment Advisory Agreement • October 20th, 2009 • Northern Lights Fund Trust • Nebraska

• Contract Type
  Investment Advisory Agreement
• Filed
  October 20th, 2009
• Company
  Northern Lights Fund Trust
• Jurisdiction
  Nebraska

AGREEMENT, made as of February 21, 2008, between Northern Lights Fund Trust, a Delaware business trust (the "Trust"), and Sherwood Advisers, LLC (D.B.A. Gratio Capital), (the "Advisor") located at 1 Liberty Plaza, 27th Floor. New York, NY 10006.

NORTHERN LIGHTS FUND TRUST OPERATING EXPENSES LIMITATION AGREEMENT

Operating Expenses Limitation Agreement • October 20th, 2009 • Northern Lights Fund Trust • New York

• Contract Type
  Operating Expenses Limitation Agreement
• Filed
  October 20th, 2009
• Company
  Northern Lights Fund Trust
• Jurisdiction
  New York

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 21st day of February, 2008, as revised on May 29, 2009, by and between NORTHERN LIGHTS FUND TRUST, a Delaware statutory trust (the “Trust”), on behalf of The Gratio Values Fund, (the “Fund”) a series of the Trust and the Advisor of the Fund, Sherwood Advisers, LLC (D.B.A. Gratio Capital) (the “Advisor”).