0000910472-08-000566 Sample Contracts

INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST and SOUTHERNSUN ASSET MANAGEMENT, INC.
Investment Advisory Agreement • August 26th, 2008 • Northern Lights Fund Trust • New York

AGREEMENT, made as of July 22, 2008 between Northern Lights Fund Trust, a Delaware statutory trust (the "Trust"), and SouthernSun Asset Management, Inc. , a a corporation organized and existing under the laws of the State of Tennessee (the "Adviser") located at 6000 Poplar Avenue, Suite 220, Memphis, TN 38119 ..

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AGREEMENT AND PLAN OF REORGANIZATION New River Small Cap Fund and SouthernSun Small Cap Fund
Agreement and Plan of Reorganization • August 26th, 2008 • Northern Lights Fund Trust • Delaware

This Agreement and Plan of Reorganization (“Agreement”) is made as of [August __,] 2008, by and between New River Funds, a Delaware statutory trust (“New River Funds”), on behalf of its investment portfolio, the New River Small Cap Fund (the “Acquired Fund”), and Northern Lights Fund Trust, a Delaware statutory trust (“Northern Lights Funds”), on behalf of its investment portfolio, the SouthernSun Small Cap Fund (the “Acquiring Fund” and, together with the Acquired Fund, the “Funds”). SouthernSun Asset Management, Inc., a corporation organized under the laws of the State of Tennessee (“SouthernSun”), joins this Agreement solely for purposes of paragraphs 4.3, 4.4, 5.11, 5.12, 8.2 and 11.1. Third Security, LLC a limited liability company organized under the laws of Virginia (“Third Security”), joins this Agreement solely for purposes of paragraphs 4.3, 4.4, 8.2 and 11.1.

UNDERWRITING AGREEMENT
Underwriting Agreement • August 26th, 2008 • Northern Lights Fund Trust

This schedule was amended on March 30, 2007 to add Pacific Financial, Palantir Fund, Roanoke Small-Cap Growth Fund and The Gratio Values Fund.

NORTHERN LIGHTS FUND TRUST OPERATING EXPENSES LIMITATION AGREEMENT SOUTHERSUN SMALL CAP FUND
Trust Operating Expenses Limitation Agreement • August 26th, 2008 • Northern Lights Fund Trust • New York

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

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