0000910472-12-002890 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST and PRINCETON FUND ADVISORS, LLC
Investment Advisory Agreement • September 20th, 2012 • Northern Lights Fund Trust • New York

AGREEMENT, made as of June 20, 2012 between Northern Lights Fund Trust, a Delaware statutory trust (the "Trust"), and Princeton Fund Advisors, LLC, a Colorado corporation (the "Adviser") located at 1125 17th Street, Suite 1400, Denver, CO 80202.

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FORM OF SUBADVISORY AGREEMENT
Subadvisory Agreement • September 20th, 2012 • Northern Lights Fund Trust • Delaware

THIS AGREEMENT is made and entered into as of the 20th day of June, 2012, by and between Princeton Fund Advisors, LLC (the “Adviser”), a Delaware limited liability company registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Whippoorwill Associates, Inc., a Corporation organized under the laws of New York (the “Subadviser”) and also registered under the Advisers Act, with respect to Sandalwood Multi-Strategy Opportunity Fund (the “Fund”), a series of the NORTHERN LIGHTS FUND TRUST, a Delaware statutory trust (the “Trust”).

NORTHERN LIGHTS FUND TRUST FORM OF OPERATING EXPENSES LIMITATION AGREEMENT SANDALWOOD OPPORTUNITY FUND
Operating Expenses Limitation Agreement • September 20th, 2012 • Northern Lights Fund Trust • New York

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 20TH day of June, 2012, by and between NORTHERN LIGHTS FUND TRUST, a Delaware statutory trust (the “Trust”), on behalf of Sandalwood Opportunity Fund (the “Fund”) a series of the Trust, and the advisor of the Fund, Princeton Fund Advisors, LLC (the “Advisor”).

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