0000910472-11-001252 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST and SOUTHERNSUN ASSET MANAGEMENT, LLC
Agreement • July 22nd, 2011 • Northern Lights Fund Trust • New York

AGREEMENT, made as of October 20 , 2010, as revised June 22, 2011, between Northern Lights Fund Trust, a Delaware statutory trust (the "Trust"), and SouthernSun Asset Management, LLC , a limited liability company organized and existing under the laws of the State of Delaware (the "Adviser") located at 6000 Poplar Avenue, Suite 220, Memphis, TN 38119 ..

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FORM OF NORTHERN LIGHTS FUND TRUST OPERATING EXPENSES LIMITATION AGREEMENT SOUTHERNSUN SMALL CAP FUND SOUTHERNSUN U.S. EQUITY FUND
Expenses Limitation Agreement • July 22nd, 2011 • Northern Lights Fund Trust • New York

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 22nd day of July, 2008, as revised June 22, 2011, by and between NORTHERN LIGHTS FUND TRUST, a Delaware statutory trust (the “Trust”), on behalf of SOUTHERSUN SMALL CAP FUND AND SOUTHERNSUN U.S. EQUITY FUND (each a “Fund” and collectively the “Funds”)) each a series of the Trust, and the advisor of the Funds, SouthernSun Asset Management, Inc. (the “Advisor”).

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