NORTHERN LIGHTS FUND TRUST OPERATING EXPENSES LIMITATION AGREEMENT FORTRESS LONG/SHORT CREDIT FUND
OPERATING EXPENSES LIMITATION AGREEMENT
FORTRESS LONG/SHORT CREDIT FUND
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 7th day of November,
2014, by and between NORTHERN LIGHTS FUND TRUST, a Delaware statutory trust (the “Trust”), on behalf of Fortress Long/Short
Credit Fund (the “Fund”) a series of the Trust, and the Adviser of the Fund, ▇▇▇▇▇ Circle Partners, L.P. (the “Adviser”).
RECITALS:
WHEREAS, the Adviser renders advice and services to the Fund pursuant to the terms and provisions of an Investment Advisory
Agreement between the Trust and the Adviser dated as of the 7th of November, 2014 (the “Advisory Agreement”);
and
WHEREAS, the Fund is responsible for, and has assumed the obligation for, payment of certain expenses pursuant to the Advisory
Agreement that have not been assumed by the Adviser; and
WHEREAS, the Adviser desires to limit the 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 the Fund) desires to allow the Adviser
to implement those limits; and
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 the Fund’s current Operating Expenses to
an annual rate, expressed as a percentage of the Fund’s average daily net assets for the month, to the amounts listed in
Appendix A (the “Annual Limit”). In the event that the current Operating Expenses of the
Fund, as accrued each month, exceed its Annual Limit, the Adviser will pay to the Fund, on a monthly basis, the excess expense
within the first ten days of the month following the month in which such Operating Expenses were incurred (each payment, a “Fund
Reimbursement Payment”).
2. Definition. For purposes of this Agreement, the term “Operating Expenses” with respect to the Fund is defined to include all expenses necessary or appropriate for the operation of the Fund and including the Adviser’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; (iii) borrowing costs (such as interest and dividend expense on securities sold short); (iv) taxes; and (v) extraordinary expenses, including
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but not limited to litigation expenses, indemnification of Fund officers and Trustees, or the Fund’s contractual indemnification of Fund service providers (other than the Adviser).
3. Reimbursement of Fees and Expenses. The Adviser retains its right to receive in future years on a rolling three year basis, reimbursement of any Fund Reimbursement Payments paid by the Adviser pursuant to this Agreement, if such reimbursement can be achieved within the Operating Expense Limitations listed in Appendix A.
4. Term. This Agreement shall become effective on the date first above written and shall remain in effect until at least January 31, 2016, 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 and the Adviser.
5. Termination. This Agreement may be terminated at any time, and without payment of any penalty, by the Board, on
behalf of the 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. This Agreement and the Control Agreement will automatically terminate, with respect to the Fund
listed in Appendix A if the Advisory Agreement for the Fund is terminated and the Fund continues to operate under
the management of a new investment adviser, with such termination effective upon the effective date of the 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, as amended, and
the Investment Advisers Act of 1940, as amended, and any rules and regulations promulgated thereunder.
(Signature Page follows)
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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 | ▇▇▇▇▇ Circle Partners, L.P. |
| on behalf of Fortress Long/Short Credit Fund | |
| By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | By: /s/ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ | Name: ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ |
| Title: President | Title: Chief Operating Officer |
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Appendix A
| Fund | Operating Expense Limit |
| Fortress Long/Short Credit Fund | |
| Adviser Class | 1.70% |
| Class C | 2.45% |
| Class R | 1.85% |
| Class I | 1.45% |
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