NORTHERN LIGHTS FUND TRUST OPERATING EXPENSES LIMITATION AGREEMENT Alphacore STATISTICAL ARBITRAGE fund
NORTHERN LIGHTS FUND TRUST
OPERATING EXPENSES LIMITATION AGREEMENT
Alphacore STATISTICAL ARBITRAGE fund
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective June 27, 2017, by and between NORTHERN
LIGHTS FUND TRUST, a Delaware statutory trust (the “Trust”), on behalf of AlphaCore Statistical Arbitrage Fund (the
“Fund”) a series of the Trust, and the advisor of the Fund, AlphaCore Capital, LLC (the “Advisor”).
WITNESSETH:
WHEREAS, the Advisor renders advice and services to the Fund pursuant to the terms and provisions of an Investment Advisory
Agreements between the Trust and the Advisor dated as of the 27th day of June, 2017 with respect to AlphaCore Statistical
Arbitrage Fund, (the “Investment Advisory Agreement”); and
WHEREAS, the each Fund is responsible for, and have assumed the obligation for, payment of certain expenses pursuant to
the Investment Advisory Agreement that have not been assumed by the Advisor; and
WHEREAS, the Advisor desires to limit each Fund’s Operating Expenses (as that term is defined in Paragraph 2 of this
Agreement) pursuant to the terms and provisions of this Agreement, and the Trust (on behalf of each Fund) desires to allow the
Advisor to implement those limits;
NOW THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties, intending to
be legally bound hereby, mutually agree as follows:
1. Limit on Operating Expenses. The Advisor hereby agrees to limit each Fund’s current Operating Expenses to
an annual rate, expressed as a percentage of a Fund’s average annual net assets, to the amounts listed in Appendix
A (the “Annual Limit”). In the event that the current Operating Expenses of a Fund, as accrued each month,
exceed its Annual Limit, the Advisor will pay to that Fund, on a monthly basis, the excess expense within 30 days of being notified
that an excess expense payment is due.
2. Definition. For purposes of this Agreement, the term “Operating Expenses” with respect to each Fund
is defined to include all expenses necessary or appropriate for the operation of the Fund and including the Advisor’s investment
advisory or management fee detailed in the Advisory Agreement, any Rule 12b-l fees and other expenses described in the Advisory
Agreement, but does not include: (i) any front-end or contingent deferred loads; (ii) brokerage fees and commissions, (iii) acquired
fund fees and expenses; (iv) fees and expenses associated with investments in other collective investment vehicles or derivative
instruments (including for example option and swap fees and expenses); (v) borrowing costs (such as interest and dividend expense
on securities sold short); (vi) taxes; (vii) expenses incurred in connection with any
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merger or reorganization; and (viii) extraordinary expenses, such as litigation expenses (which may include indemnification of Fund officers and Trustees, contractual indemnification of Fund service providers (other than the Adviser)).
3. Reimbursement of Fees and Expenses. The Advisor retains its right to receive reimbursement of any excess expense payments paid by it pursuant to this Agreement in future years on a rolling three year basis, if such recoupment does not cause the Fund’s expense ratio (after the repayment is taken into account) to exceed both: (i) the Fund’s expense cap in place at the time such expenses were waived, and (ii) the Fund’s current expense cap at the time of recoupment.”
4. Term. This Agreement shall become effective on the date first above written and shall remain in effect until at
least October 31, 2018, unless sooner terminated as provided in Paragraph 5 of this Agreement, and shall continue in effect for
successive twelve-month periods provided that such continuance is specifically approved at least annually by a majority of the
Trustees of the Trust.
5. Termination. This Agreement may be terminated at any time, and without payment of any penalty, by the Board of
Trustees of the Trust, on behalf of a Fund, upon sixty (60) days’ written notice to the Advisor. This Agreement may not be
terminated by the Advisor without the consent of the Board of Trustees of the Trust. This Agreement will automatically terminate,
with respect to the Fund listed in Appendix A if the Investment Advisory Agreement for a Fund is terminated, with
such termination effective upon the effective date of the Investment Advisory Agreement’s termination for the Fund.
6. Assignment. This Agreement and all rights and obligations hereunder may not be assigned without the written consent
of the other party.
7. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute
or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby.
8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of
New York without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt,
or to be inconsistent with, any federal law, regulation or rule, including the Investment Company Act of 1940 and the Investment
Advisers Act of 1940 and any rules and regulations promulgated thereunder.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested by their duly authorized
officers, all on the day and year first above written.
| NORTHERN LIGHTS FUND TRUST | ALPHACORE CAPITAL, LLC |
|
on behalf of AlphaCore Statistical Arbitrage Fund
|
| By: /s/ ▇▇▇▇▇ ▇▇▇▇ | By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
| Name: ▇▇▇▇▇ ▇▇▇▇ | Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
| Title: President | Title: CEO |
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Appendix A
| Fund | Operating Expense Limit |
| Institutional Shares | 1.99% |
| Class N Shares | 2.24% |