UNDERWRITING AGREEMENT Schedule A Jacobs & Company Mutual Fund Abacus Value Fund The Rational Investor® Fund

UNDERWRITING AGREEMENT

Schedule A

Xxxxxx & Company Mutual Fund

Abacus Value Fund

The Rational Investor^® Fund

The Xxxxxx Fund

Critical Math Fund

This schedule was amended on December 19, 2005 to add The Xxxxxx and Critical Math Funds.

UNDERWRITING AGREEMENT

Schedule B-5

Critical Math Fund

Fee Schedule

Service Fee

For services performed hereunder, the Trust shall pay an annual fee of $5,000 per Fund, per share class PLUS 0.01% per annum of each Fund's average daily net assets, payable monthly in arrears.  

Out-of-Pocket Expenses

The Fund(s) shall pay all reasonable out-of-pocket expenses incurred by AFD in connection with activities performed for the Fund(s) hereunder including, without limitation:

·     typesetting, printing and distribution of prospectuses and shareholder reports

·     production, printing, distribution and placement of advertising and sales literature and materials

·     engagement of designers, free-xxxxx writers and public relations firms

·     long-distance telephone lines, services and charges

·     postage

·     overnight delivery charges

·     NASD fees

·     marketing expenses

·     record retention fees

·     travel, lodging and meals

·     Standard NSCC charges

IN WITNESS WHEREOF, the parties hereto have executed this Schedule to the Underwriting Agreement dated December 19, 2005.

NORTHERN LIGHTS FUND TRUST          AQUARIUS FUND DISTRIBUTORS, LLC

By: ___/s/ Xxxxxxx X. Xxxxxx__________     By: /s/ Xxxxx Xxxxxxx__________

      Xxxxxxx X. Xxxxxx, President                         Xxxxx Xxxxxxx, President