0000910472-11-000574 Sample Contracts

INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST and GENESIS CAPITAL, LLC
Investment Advisory Agreement • April 21st, 2011 • Northern Lights Fund Trust • New York

AGREEMENT, made as of March 23, 2011, between Northern Lights Fund Trust, a Delaware statutory trust (the "Trust"), and Genesis Capital, LLC., a Washington, limited liability company (the "Adviser") located at 7191 Wagner Way NW, Suite 302, Gig Harbor, WA 98335.

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NORTHERN LIGHTS FUND TRUST OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT GPS CAPITAL MANAGEMENT, LLC
And Security Agreement • April 21st, 2011 • Northern Lights Fund Trust • New York

THIS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT (the “Agreement”) is effective as of the 13th day of December, 2010, by and between NORTHERN LIGHTS FUND TRUST, a Delaware statutory trust (the “Trust”), on behalf of GPS Multiple Strategy Equity Fund (the “Fund”) a series of the Trust, and the Advisor of the Fund, GPS Capital Management, LLC (the “Advisor”).

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