SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

Northern Lights Fund Trust

(Name of Registrant as Specified in Its Charter)

Not Applicable

(Name of Person (s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ALTEGRIS FUTURES EVOLUTION STRATEGY FUND
ALTEGRIS/AACA OPPORTUNISTIC REAL ESTATE FUND

each Athena Behavioral Tactical Fund

a series of

Northern Lights Fund Trust

224 Pictoria Drive

17605 Wright StreetSuite 450

Omaha, NE 68154-1150

(631) 470-2600

Cincinnati, Ohio 45246

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held [ ], 2020February 19, 2021

Dear Shareholders:

The Board of Trustees of the Northern Lights Fund Trust,(the “Trust”) an open-end management investment company organized as a Delaware statutory trust, has called a special meeting of the shareholders of the Altegris Futures Evolution StrategyAthena Behavioral Tactical Fund and Altegris/AACA Opportunistic Real Estate Fund (each, a(the “Fund” and, together, the “Funds”), to be held at the offices of the Trust’s administrator, 80 Arkay Drive,Thompson Hine LLP, 41 South High Street, Suite 110, Hauppauge, NY 11788, on1700, Columbus, Ohio 43215, at [ ], 2020 at 10:00] a.m., Eastern Time, on February 19, 2021, for the following purposes:

2. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

Shareholders of record at the close of business on [ ], 2020January 6, 2021 are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof. The Notice of Special Meeting, Proxy Statement, and accompanying form of proxy will be mailed to shareholders on or about January 20, 2021.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on [ ], 2020.

February 19, 2021. A copy of the Notice of ShareholderSpecial Meeting, the Proxy Statement (including the proposed new advisory agreement) and Proxy Voting Ballot are available at www.altegrismutualfunds.com.[ ].

By Order of the Board of Trustees

Kevin Wolf,

President

[ ], 2020Date: _____________

YOUR VOTE IS IMPORTANT

To assure your representation at the special meeting, please complete, date and sign the enclosed proxy card and return it promptly in the accompanying envelope. You may also vote either by telephone or online by following the instructions on the enclosed proxy card. Whether or not you plan to attend the special meeting, please vote your shares; if you attend the special meeting, you may revoke your proxy and vote your shares at the special meeting.

YOUR VOTE IS IMPORTANTAthena Behavioral Tactical Fund

To assure your representation at the meeting, please complete the enclosed proxy and return it promptly in the accompanying envelope or by calling the number listed on your proxy card, whether or not you expect to be present at the meeting. If you attend the meeting, you may revoke your proxy and vote your shares in person.

ALTEGRIS FUTURES EVOLUTION STRATEGY FUND
ALTEGRIS/AACA OPPORTUNISTIC REAL ESTATE FUND

each a series of

Northern Lights Fund Trust

with its principal offices at224 Pictoria Drive

17605 Wright StreetSuite 450

Omaha, NE 68154-1150Cincinnati, Ohio 45246

____________

PROXY STATEMENT

____________

SPECIAL MEETING OF SHAREHOLDERS

To Be Held [ ], 2020February 19, 2021

____________

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INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board” or the “Trustees”) of the Northern Lights Fund Trust (the “Trust”) on behalf of Athena Behavioral Tactical Fund (the Altegris Futures Evolution Strategy Fund and Altegris/AACA Opportunistic Real Estate Fund (each a “Fund” and, together, the “Funds”), for use at thea Special Meeting of Shareholders of the Trust (the “Meeting”) to be held at the offices of the Trust’s administrator, 80 Arkay Drive,Thompson Hine LLP, 41 South High Street, Suite 110, Hauppauge, NY 11788 on1700, Columbus, Ohio 43215, at [ ], 2020 at 10:00] a.m., Eastern Time, and at any and all adjournments thereof.on February 19, 2021. The Notice of Meeting, Proxy Statement, and accompanying form of proxy will be mailed to shareholders on or about [ ], 2020.January 20, 2021.

The Meeting has been called by the Board of Trustees of the Trust for the following purposes:

Only shareholders of record at the close of business on [ ], 2020January 6, 2021 (the “Record Date”) are entitled to notice of, and to vote at, the Meeting and any adjournments or postponements thereof.

A copy of eachthe Fund’s most recent annual orand semi-annual report, including financial statements and schedules, is available at no charge by sending a written request to the Fund, 80 Arkay Drive, Suite 110, Hauppauge, NY 11788c/o Gemini Fund Services, LLC, at P.O. Box 541150, Omaha, Nebraska 68154, or by calling 877-738-0333.toll-free at 1-888-868-9501.

PROPOSAL I

APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT BY AND BETWEEN

THE TRUST AND ALTEGRIS ADVISORS, LLCathenainvest advisors llc

Background

The primary purpose of this proposal is to enable AltegrisAthenaInvest Advisors LLC (“Altegris”Athena”) to continue to serve as the investment adviser to the Funds.Fund. To do so, the Trustees are requesting that shareholders approve a new investment advisory agreement between the Trust and Athena on behalf of the Fund (the “New Advisory Agreement”) between the Trust, on behalf of each Fund, and Altegris. Shareholders of each Fund, voting separately, will vote on this proposal with respect to their Fund. Altegris has served as each Fund’s investment adviser since each Fund commenced operations. Approval of the New. Advisory Agreement with respect to a Fundfees will not result in any increase inunder the fee rate paid by a Fund or its shareholders. The New Advisory Agreement is substantially similar in all material respects to each Fund’s current advisory agreement with Altegris (collectively, the “Current Advisory Agreement”). The effective date of the New Advisory Agreement with respect to a Fund will be the later of the date shareholders of the Fund approve the New Advisory Agreement or upon the closing of the transaction contemplated below.

Background and Information on the Acquisition

On [ ], 2020, Artivest Holdings, Inc. and certain of its subsidiaries (together, the “Seller”) entered into a definitive agreement with Altegris Holdings, LLC (“Buyer”) to sell all of the outstanding shares of Altegris Advisors, LLC (“Altegris” or the “Adviser”) to the Buyer (the “Acquisition”). Altegris Holdings, LLC is a newly formed holding company that will as of the Closing (as defined below) be owned by Continuum Capital Managers, LLC (“Continuum”) and AV5 Acquisition, LLC (“AV5”). Continuum is owned by its two founders, Douglas Grip and Stephen Vanourny. AV5 is solely owned by Matthew Osbourne, the Adviser’s chief investment officer. The closing of the Acquisition is subject to certain conditions. Among the conditions is the approval by a majority of the shareholders of each Fund of the proposed New Advisory Agreement between Altegris and the Trust, on behalf of the Funds. The closing of the Acquisition is expected to occur in the fourth quarter of 2020 or as soon as practical thereafter (the “Closing”), provided all of the conditions to the Closing are met.

Under the Investment Company Act of 1940, as amended (the “1940 Act”), a transaction that results in the transfer, either directly or indirectly, of ownership of more than 25% of the voting interests of an investment adviser to a third-party is presumed to constitute a “change in control” of the adviser. The 1940 Act further states that a change in control of an investment adviser causes the adviser’s advisory agreement to be “assigned,” which results in the automatic termination of the agreement by the agreement’s terms as required by the 1940 Act. Upon the closing of the Acquisition, a “change in control” of Altegris for purposes of the 1940 Act will be deemed to have occurred and to have caused the “assignment” and resulting termination of the Current Advisory Agreement.

The 1940 Act requires that advisory agreements, other than certain interim advisory agreements referred to below, be approved by a vote of a majority of the outstanding shares of a fund. Therefore, shareholders are being asked to approve the proposed New Advisory Agreement.

At a meeting held on September 14,December 16-17, 2020, (the “Board Meeting”), the Board, including a majority of the Trustees who are not interested persons of the Trust or Athena (“Independent Trustees”) approved (i) the New Advisory Agreement, for the Funds, subject to shareholder approval. The Trustees also approvedapproval; and (ii) an interim advisory agreement between the Trust, on behalf of eachthe Fund, and AltegrisAthena (the “Interim Advisory Agreement”). as permitted by Rule 15a-4 under the Investment Company Act of 1940 (the “1940 Act”) that would take effect upon the termination of the Fund’s advisory agreement with Princeton Fund Advisors, LLC (“Princeton”), the Fund’s previous adviser. Princeton previously served as the Fund’s investment adviser from the Fund’s inception until January 15, 2021 when its advisory agreement with the Trust on behalf of the Fund (the “PFA Advisory Agreement”) was terminated as a result of assignment. Princeton had previously indicated to the Trustees that it no longer wished to serve as the Fund’s adviser. Concurrently, Athena proposed to the Trustees that it serve as the Fund’s adviser, subject to Trustee and shareholder approval.

On January 15, 2021, Athena began serving as the Fund’s adviser under the Interim Advisory Agreement. Prior to January 15, 2021, Athena served as the Fund’s sub-adviser since October 2016 and, in its sub-advisory role, was responsible for managing the Fund’s investment portfolio on a day-to-day basis except from May 2016 until August 2016 when Princeton was responsible for the management of the Fund’s investment portfolio. C. Thomas Howard, Chief Executive Officer and Chief Investment Officer of Athena, and Andrew C. Howard, Vice President of Athena, currently serve as the Fund’s portfolio managers and will continue to serve in those same capacities if shareholders approve the New Advisory Agreement.

The Interim Advisory Agreement, attached hereto as Exhibit A, allows Altegris to continueAthena to manage the Fund while the Trustees solicit shareholder approval for the Newperiod after the termination of the PFA Advisory

Agreement ifas the Acquisition occurs before the Trust obtains shareholder approval ofFund’s adviser and until shareholders approve the New Advisory Agreement. If necessary,shareholders do not approve the New Advisory Agreement at the Meeting, the Interim Advisory Agreement would become effective upon the closing of the Acquisition and wouldwill be effective for 150 days from such date or until the New Advisory Agreement is approved, if sooner. The terms of the Interim Advisory Agreement are substantially similar in all material respects to those of the Current Advisory Agreement, except that the date of its execution effectiveness, and termination are changed and all fees earnedor until a new advisory agreement is approved by Altegris under the Interim Advisory Agreement would be held in a separate escrow account pending shareholder approval of the New Advisory Agreement. Upon approval of the New Advisory Agreement by each Fund’s shareholders the escrowed management fees will be paid to Altegris.

Please see “Evaluation by the Board of Trustees” below for a discussion of the Trustees’ considerations in connection with approving the New Advisory Agreement.

Altegris’ sub-advisory agreements with the sub-advisers listed in “Other Information – Operation Of The Fund” below (each a “Sub-Adviser”) terminate upon the termination of the Current Advisory Agreement. The Board also approved new sub-advisory agreements with the Sub-Advisers at the Board Meeting; however, a shareholder vote is not required for these new sub-advisory agreements pursuant to the terms of an exemptive order (the “Order”) issued by the U.S. Securities and Exchange Commission (“SEC”). The Order permits Altegris to enter into and materially amend sub-advisory agreements (with non-affiliated entities) subject to the approval of the Board, including a majority of Independent Trustees, without obtaining shareholder approval. Pursuant to the Order, however, the Funds are required to provide certain information about the new sub-advisory agreements to the Funds’ shareholders, which will be provided at a later date.subsequent meeting, whichever occurs first.

Information about Adviser and the BuyerAthenaInvest Advisors LLC

The Adviser is currently an indirect subsidiary of Artivest Holdings Inc., a corporation that may be deemed to be controlled by (i) entities managed by Aquiline Capital Partners LLC and its affiliates, and (ii) Genstar Capital Management, LLC and its affiliates. After the Closing, Altegris will be a wholly owned subsidiary of the Buyer.

As described above, the Buyer is a newly formed holding company that will as of the Closing be owned by Continuum Capital Managers, LLC (“Continuum”) and AV5 Acquisition, LLC (“AV5”). Continuum is owned by its two founders, Douglas Grip and Stephen Vanourny. AV5 is solely owned by Matthew Osbourne.

Matthew C. Osborne, as chief investment officer of the Adviser, is responsible for oversight of investment research, product structuring and portfolio strategy. After the Closing, he will remain as chief investment officer, and also assume the role of chief executive officer, of the Adviser and continue oversight of investment research, product structuring and portfolio strategies of the Adviser. In 2002, Mr. Osborne co-founded and has since served as the chief investment officer of the Altegris group of companies (which includes the Adviser since its inception in 2010). Prior to Altegris, Mr. Osborne was the director of research for the managed investments division of Man Financial, with responsibility for manager selection and research. Previously, he had a 12-year career with a prominent family investment office in his native New Zealand. In his role as senior investment manager, Osborne was responsible for formulating investment policies and implementing a global asset allocation program that focused on alternative investments, including hedge funds, managed futures, private equity, and real assets.

Continuum is an equity investor in multiple boutique asset managers, holding investments in a select group of distinctive investment firms that include managers of mutual fund families, listed and non-listed closed-end funds and private, unregistered funds. Continuum is based near Boston, Massachusetts and

was founded in 2012 by Messrs. Grip and Vanourny. As of June 30, 2020, Continuum had equity investments in three asset management firms which collectively manage approximately $8 billion in assets. Continuum seeks to empower money managers to build enduring businesses that achieve their full potential by providing the strategic resources necessary to accelerate growth, maximize profitability, and facilitate successful generational planning. Continuum’s business model is designed to allow investment managers to maintain an independent and entrepreneurial culture while gaining access to strategic resources and support.

Douglas C. Grip is a Founding Partner and Chief Executive Officer of Continuum. Prior to Continuum, he was a Partner of Goldman Sachs & Co, where he held various senior management and oversaw businesses with more than $100 billion under management. Prior to joining Goldman Sachs in 1996, Mr. Grip spent 12 years in a variety of roles with MFS, initially as a wholesaler and most recently as founding President of MFS Retirement Services. He was also a member of the MFS Advisory Board.

Stephen E. Vanourny is a Founding Partner of Continuum. Prior to Continuum, he was a Senior Vice President at State Street, where he was the Global Head of Strategy for the company’s $2.5 trillion asset management business. He was previously a Partner with Partners Capital, a $14 billion investment office for sophisticated institutional and high net worth investors. Prior to Partners Capital, Mr. Vanourny was a Partner with McKinsey & Co., and one of the leaders of its North American Asset Management practice.

Anticipated Effects of the Acquisition on Altegris and the Funds

The Acquisition is not expected to materially impact the business conducted by the Adviser. It is expected that, after the Acquisition, Altegris will continue under an independent organizational and operating structure. It is anticipated that Continuum and AV5 will share control of Altegris equally. The Buyer currently plans to retain the existing management team and operating structure both for the Adviser and in support of the Funds. It is currently expected that the Adviser’s management team will be retained. Investment management professionals serving Altegris’ clients are not currently expected to change as a result of the Acquisition. As noted above, the Buyer does not currently expect to materially change the Adviser’s business, operational structure or personnel; however, over time, it is expected that the Funds will enjoy certain benefits as a result of the Acquisition, as the Adviser will have more flexibility to conduct its operations and pursue opportunities without the complications that may arise from being a subsidiary of a large financial services company with diversified lines of business. The Adviser expects to be able to operate more efficiently after the Acquisition.

It is anticipated that, for a period of not more than one year, the Adviser may receive support from the Seller or its subsidiaries pursuant to a Transition Services Agreement; however, there is not expected to be any material direct impact on the Funds related to transition support services provided. The transition services to be provided pursuant to the Transition Services Agreement, and their associated costs, will not be borne by the Funds.

Section 15(f) of the 1940 Act

The Board of Trustees has been advised that the parties intend to rely on Section 15(f) of the 1940 Act, which provides a non-exclusive safe harbor whereby an owner (such as the Seller) of an investment adviser (such as the Adviser) to an investment company (such as the Trust) may receive payment or benefit in connection with the sale of an interest in the investment adviser if two conditions are satisfied. The first condition is that during the three-year period following the Closing, at least 75% of the investment company’s board must not be “interested persons” (as defined in the 1940 Act) of the investment adviser or its predecessor. The Board of Trustees currently meets this test and is expected to continue to do so after the Acquisition is completed. Second, no “unfair burden” can be imposed on the

investment company as a result of the Acquisition. An “unfair burden” includes: any arrangement during the two-year period after the Acquisition where the investment adviser (or predecessor or successor adviser), or any of its “interested persons” (as defined in the 1940 Act), receive or is entitled to receive any compensation, directly or indirectly, (i) from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company), or (ii) from the investment company or its shareholders (other than fees for bona fide investment advisory or other services). The Buyer has agreed, following the Closing, to use its reasonable best efforts to meet the requirements of Section 15(f) of the 1940 Act. In that regard, from and after the Closing and to the extent within its control, the Buyer has agreed to conduct its businesses (and to cause each of its affiliates to conduct its business) so as to assure that the two aforementioned conditions are satisfied.

The Advisory Agreements

Under the terms of the Current Advisory Agreement and Interim Advisory Agreement, the Adviser is entitled to receive an annual fee from each Fund equal to the percentages of such Fund’s average daily net assets set forth below:

Advisory Fee Breakpoint Table

For such compensation, the Adviser, at its expense, continuously furnishes an investment program for each Fund, makes investment decisions on behalf of each Fund, and places all orders for the purchase and sale of portfolio securities, subject to each Fund’s investment objective, policies, and restrictions and such policies as the Trustees may determine. The Board of Trustees, including the Independent Trustees (as defined in the 1940 Act), unanimously approved the Current Advisory Agreement with respect to the Altegris Futures Evolution Fund at a meeting held on [ ], and with respect to the Altegris/AACA Opportunistic Real Estate Fund at a meeting held on [ ].

Subject to shareholder approval, the Trust will enter into the New Advisory Agreement on behalf of each Fund, with the Adviser. The terms and conditions of the New Advisory Agreement are identical in all material respects to those of the Current Advisory Agreement, except that the date of its execution, effectiveness, and termination are changed, and six separate agreements have been combined into one agreement.Athena. If the New Advisory Agreement with AltegrisAthena is not approved by the shareholders of one or more of the Funds,Fund, the Board of Trustees and AltegrisAthena will consider other options, including a new or modified request for shareholder approval of a new advisory agreement.

The effective dateUnder the terms of the Interim Advisory Agreement and New Advisory Agreement for each Fund will be the laterAgreements, Athena is entitled to receive, on a monthly basis, an annual advisory fee equal to 1.00% of the date shareholders ofFund’s average daily net asset. For such compensation, Athena furnishes an investment program for the Fund, approve the New Advisory Agreement or upon the closing of the Acquisition. Themakes investment

decisions on behalf of the Fund, and places all orders for the purchase and sale of portfolio securities, subject to the Fund’s investment objectives, policies, and restrictions and such policies as the Trustees may determine.

The New Advisory Agreement provides that it will continue in force for an initial period of two years, and from year to year thereafter, but only so long as its continuance is approved at least annually by (a) a majority of the Trusteesoutstanding voting securities of the Fund or by vote of the Board, cast in person at a meeting called for thatthe purpose orof voting on such approval, and (b) by the vote of a majority of the outstanding sharesIndependent Trustees, cast in person at a meeting called for the purpose of the Trust.voting on such approval. The New Advisory Agreement automatically terminates on assignment and is terminable upon notice by each Fund with respect to that Fund. In addition, the New Advisory Agreement may be terminated upon 60 days’ notice by the Adviser given to one or more of the Funds. In the event the Adviser ceases to manage one or more of the Funds, the right of those Funds to use the identifying name of “Altegris” may be withdrawn.either party.

The New Advisory Agreement, like the CurrentPFA Advisory Agreement and Interim Advisory Agreement, provides that the AdviserAthena shall not be subject to any liability in connection with the performance of its services thereunder in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties.

The New Advisory Agreement is attached as Appendix AExhibit B. You should read the New Advisory Agreement. The description in this Proxy Statement of the New Advisory Agreement is only a summary.

In connection with approval by the Board of the Interim Advisory Agreement and New Advisory Agreement, Athena and the Trust agreed to enter into a new expense limitation agreement under identical terms as the Expense Limitation Agreement currently in effect (as discussed below).

Information Concerning AltegrisPrinceton Fund Advisors, LLC

The AdviserBoard, including a majority of the Independent Trustees, originally approved the PFA Advisory Agreement between the Trust, on behalf of the Fund, and Princeton at a meeting held on February 25-26, 2015. The Board most recently renewed the PFA Advisory Agreement on March 18-20, 2020. Under the terms of the PFA Advisory Agreement, Princeton was entitled to receive, on a monthly basis, an annual advisory fee equal to 1.00% of the Fund’s average daily net assets. For the fiscal year ended April 30, 2020, Princeton earned $128,352 in advisory fees from the Fund, all of which were waived, and Princeton reimbursed $50,804 of expenses to the Fund.

For such compensation, Princeton, at its expense, was responsible for continuously furnishing an investment program for the Fund, making investment decisions on behalf of the Fund, and placing all orders for the purchase and sale of portfolio securities, subject to the Fund’s investment objectives, policies, and restrictions and such policies set by the Trustees.

In connection with the PFA Advisory Agreement, Princeton contractually agreed to waive management fees and to make payments to limit Fund expenses, until at least August 31, 2021, to ensure that total annual fund operating expenses after fee waiver and/or reimbursement (excluding front-end or contingent deferred loads, brokerage fees and commissions, acquired fund fees and expenses, fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example options and swap fees and expenses), borrowing costs (such as interest and dividend expense on securities sold short), taxes, expenses incurred in connection with any merger or reorganization, and extraordinary expenses, such as litigation expenses) do not exceed a certain percentage of average daily net assets of the Fund (the “Expense Limitation Agreement”). The limitations in place under the Expense Limitation Agreement are as follows:

Fee waivers and expense reimbursements are subject to possible recoupment from the Fund in future years on a rolling three-year basis (within the three years after the fiscal year end in which the fees have been waived or reimbursed) if such recoupment can be achieved within the foregoing expense limits and the expense limits at the time of recoupment.

Information Concerning Athena

Athena is a Colorado limited liability company organized under the laws of the State of Delaware and located at 1200 Prospect Street,5340 South Quebec, Suite 400, La Jolla, California 92307.365-N, Greenwood Village, CO 80111. The names titles, addresses, and principal occupations of the current principal executive officers, directors and general partners of AltegrisAthena as of the date of this Proxy Statement are set forth below:below. The address of each is 5340 South Quebec, Suite 365-N, Greenwood Village, CO 80111.

* Each officer address is in care of Altegris, 1200 Prospect Street, Suite 400, La Jolla, California 92307.

For the fiscal years ended on the dates indicated below, under the Current Advisory Agreement and subject to an expense limitation agreement between Altegris and the Trust, Altegris received management fees after waiver or recapture in the following amounts:

Athena is a wholly owned subsidiary of its parent company, AthenaInvest, Inc., a Colorado corporation located at 5340 South Quebec Street, Suite 365-N, Greenwood Village, CO 80111.

Evaluation by the Board of Trustees

At a meeting ofIn considering the Board of Trustees held on September 14, 2020, the Board, including the Independent Trustees, deliberated whether to approve the NewInterim Advisory Agreement with the Adviser. The Trustees relied upon the advice of Counsel, and their own business judgment in determining the material factors to be considered in evaluating the New Advisory Agreement and reaching their conclusions, the weight to be given to each such factor. The Trustees’ conclusionsTrustees reviewed and analyzed various factors that they determined were based on an evaluation of all ofrelevant, including the information

provided and werefactors enumerated below. In their deliberations considering the New Advisory Agreement, the Trustees did not the result ofidentify any one factor. Moreover,factor as all important, but rather considered these factors collectively, and each Trustee may have affordedattributed different weightweights to the various factors in reaching his conclusions with respect to the Agreements. The following summarizes the Trustees’ review process and the information on which their conclusions were based:factors.

Nature, Extent and Quality of Service.Services. The Trustees noted that Altegris was founded in 2002 and specialized in identifying, evaluating, selecting, and monitoring alternative strategies and managers for the purpose of offering these strategies to financial professionals and individuals seeking portfolio diversification. They also noted that Altegris managed approximately $2 billion in assets. The Trustees discussed the anticipated changesthat Athena was established in 2005 and that as of November 30, 2020 Athena managed approximately $364 million in assets. They noted that Athena provided investment advisory services specialized in the adviser personnel as a resultapplication of the Transaction, noting areas of continuity,behavioral finance principles to build investment solutions and remarked positively on the educationalstrategies for private funds, investment companies and professional backgrounds of the firm’s key personnel who would be responsible for servicing the Altegris Funds after the Transaction.separately managed accounts. The Trustees considered that Altegris’reviewed the background information of Athena’s key investment personnel, taking into consideration their financial industry experience. The Trustees discussed Athena’s investment process relied on a rigorous methodology for sourcing, evaluating, qualifying and selecting effective alternative managers. The Trustees commented that Altegris implemented a comprehensive risk mitigation process that provided oversightnoted its use of eachresearch and application of behavioral signals to tactically determine asset allocations. They acknowledged Athena’s use of an internal portfolio manager, ensuring that each Fund’s portfolio was constructed in accordancemanagement system to monitor compliance with the respective Fund’s investment mandate, which was expected to continue. The Trustees observed that the adviser conducted a comprehensive supervision of its sub-advisers with a process that monitored performance characteristics and compliance with each Fund’s investment limitations. The Trustees foundalso discussed Athena’s process for selecting brokers, noting that best execution is monitored and confirmed by the adviser continued to be fully engagedtrading team and the CCO with its sub-advisers and fully abreast of the strategies employed bydaily trading reports from each sub-adviser. The Trustees expressed satisfaction with the adviser’s expected resources after the Transaction.broker. The Trustees concluded that Athena had the adviser should continueability to provide a high level of quality service to the Altegris Funds to the benefit of each Fund’s shareholders.

Performance.

Altegris Futures Evolution. The Trustees discussed the Fund’s investment objective and investment strategy. The Trustees noted that the Fund outperformed its peer group, Morningstar category, and benchmark average over the since inception period. They further noted that the Fund underperformed all three comparable metrics for the one-year, three-year, and five-year periods, with the recent 12-month period being the most challenging. The Trustees discussed the adviser’s rationale for the Fund’s relative underperformance being caused in-part by the unprecedented market volatility of 2020, which resulted from the Coronavirus pandemic, and coincided with substantial redemptions. The Trustees agreed the Fund had previously produced reasonable returns for shareholders, but that future performance of the Fund would continue to be monitored. The Trustees agreed that the adviser would be required to attend a future meeting of the Board prior to the next renewal date and provide a performance update.

Altegris/AACA Opportunistic Real Estate. The Trustees considered the Fund’s investment objective and principal investment strategy. The Trustees recognized the Fund’s strong performance in all time periods reported, with a five-star Morningstar rating. They noted that the Fund outperformed its peer group, Morningstar category, and benchmark average over the one-year, three-year, five-year and since inception periods. The Trustees noted that the Fund’s outperformance of comparable funds had been impressive and indicated that Altegris should continue to provide positive performance to the Fund for the benefit of shareholders.

Fees and Expenses.Performance.

Altegris Futures Evolution.The Trustees revieweddiscussed the Fund’s currentinvestment objective and proposed advisory fee of 1.50% (with breakpoints at various levels)strategy, and considered the fee relative to the fees charged by funds in the Broadridge selected peer group and Morningstar category. They acknowledged that Altegris’ maximum advisory fee was higher than the Fund’s Morningstarperformance through October 31, 2020. They discussed the Fund’s behavioral tactical strategy and how it was executed, noting that the Fund underperformed the category median, and average and slightly higher than its peer group median and average of 1.45%.the index over the one-year period. They discussedobserved that over the three-year period, the Fund outperformed the peer group and category median. The Trustees noted that the advisory fee was withinFund slightly underperformed the peer group median, and category median over the 5-year and since inception periods. They acknowledged that the Fund had received a four-star rating from Morningstar. The Trustees noted since the Fund’s change of strategy, it had ranked in the top two quartiles for Sharpe and Sortino ratios. They also considered the recent positive

performance of the rangeFund through November 30, 2020, as provided by Athena. After further consideration, the Trustees concluded that Athena should have the opportunity to serve as the adviser for the Fund.

Fees and Expenses. The Trustees considered Athena’s proposed advisory fee, noting that the proposed advisory fee of both comparable metrics.1.00% was equal to the advisory fee paid to the current investment adviser. They discussedconsidered that while lower than the highest fee (1.25%) in the Broadridge selected peer group, the proposed fee was higher than the Morningstar category average of 0.79% and median of 0.75% and peer group category average of 0.91% and median of 0.95%. The Trustees further noted that the Fund’s net expense ratio noting that itof 1.25% was slightly higher than its peer group median and average and higher than itsthe Morningstar category average of 1.04% and median and average. They again noted that itof 0.98% but was well within the range of both comparable metrics.the Fund’s peer group. The Trustees further notedacknowledged that Athena currently received a portion of the Transactiontotal advisory fee as sub-adviser, and if it assumed the role of adviser, it would not result in an unfair burden to shareholders becausereceive the entire advisory fee, after any waivers, consistent with its additional duties as adviser. The Trustees agreed that the proposed advisory fee was acceptable considering the same assophistication of the current advisory fee.Fund’s strategy and Athena’s change in role and corresponding duties. After further discussion, the Trustees concluded that the Fund’s advisory fee was not unreasonable.

Altegris/AACA Opportunistic Real Estate.Profitability. The Trustees noted the adviser would continue to charge the Fund an advisory fee of 1.30%. The Trustees reviewed comparable feesthe information provided by Athena regarding the projected profitability of funds and observed that the Fund’s advisory fee was higher than the Fund’s Morningstar category median and average as well as higher than the Broadridge selected peer group median and average. They noted that the fee was the highest among the peer group and the Morningstar category. They acknowledged the Fund’s net expense ratio was higher than the Morningstar category and peer group median and average respectively. The Trustees noted the adviser’s observation that the Fund was different than most funds in its peer group and Morningstar category because it employed a shorting strategy, which allowed investors to potentially benefit from both short-term and long-term gains. The Trustees further noted that the Transaction would not result in an unfair burden to shareholders because the proposed advisory fee was the same as the current advisory fee. The Trustees concluded that the Fund’s advisory fee was not unreasonable.

Economies of Scale. The Trustees considered whether economies of scale will be reachedAthena with respect to the management of the Funds.

Altegris Futures Evolution. The Trustees considered whether economies of scale would be realized by the adviser in connection with Altegris’ advisory services.Fund. They noted that the advisory fee for the Fund included breakpoints that result in lower fees beginning at $1 billion in Fund assets. They considered the impact of the sub-advisory fee on the ability of AltegrisAthena projected to realize economies of scale,a relatively small profit in year one and that the sub-advisory fee also included non-standard breakpoints. The Trustees discussed the impact of the sub-adviser fee paid by Altegris and its breakpoints, noting the variation between the breakpoint schedules. The Trustees concluded that the breakpoints remained appropriate.

Altegris/AACA Opportunistic Real Estate. The Trustees considered the adviser’s statement that at current asset levels, the adviser doesa larger but not believe the Fund will benefit from economies of scale, but that the adviser indicated it would be willing to discuss breakpoints in the advisory fee if the Fund’s assets reached higher asset levels. They noted that the adviser was providing some limits on expenses incurred by shareholders through the expense limitation agreement. They considered the impact of the sub-advisory fee on the ability of Altegris to realize economies of scale, and that the sub-advisory fee did not include breakpoints. The Trustees concluded that at this time the absence of breakpoints was reasonable and agreed to consider implementing breakpoints as the Fund’s assets increased.

Profitability. The Trustees considered the anticipated profits Altegris would realize in connection with managing the Funds and whether the estimatedunreasonable amount of profit is a fair entrepreneurial profit with respect to the services to be provided to the Funds. The Trustees reviewed the projected (pro-forma) profitability analysis provided by Altegris with respect to each Altegris Fund and noted that the adviser estimated that it would realize a profit with respect to each Fund over the initial two-year period of the new advisory agreement. They discussed the impact of the fee waiver on the Adviser’s profits related to Futures Evolution. They also discussed the advisory fees relative to the sub-advisory fees of each Fund, the allocation of responsibilities among the Adviser and the sub-adviser to each Fund, and the reasonableness of the fees and profits based in those allocations. They noted that adviser’s stated profits appeared reasonable in terms of actual dollars and as a percentage of revenue. They considered the adviser’s assertion that it would devote significant resources and personnel to manage the Funds and

supervise the sub-advisers, andyear two. After discussion they concluded that with respect to each Fund, excessive profitability was not a concern at this time.

Economies of Scale. The Trustees considered whether economies of scale would likely be realized by Athena during the initial term of the proposed advisory agreement. They noted that Athena had indicated its willingness to implement breakpoints once the Fund’s assets exceeded certain levels. After discussion, it was the consensus of the Trustees that based on current size of the Fund the absence of breakpoints was acceptable at this time. They agreed to revisit the matter of economies of scale in the future.

Conclusion.Having requested and received such information from the AdviserAthena as the BoardTrustees believed to be reasonably necessary to evaluate the terms of the Advisory Agreement,advisory agreement, and as assisted by the advice of Counsel,counsel, the BoardTrustees concluded that the advisory fee structure is reasonable and that approval of the Advisory Agreement isproposed advisory agreement was in the best interests of the shareholders of the Funds. The Trustees further concluded that the Advisory Agreement and related transaction meet the requirements of Section 15 of the 1940 Act such that there will be no unfair burden on the Funds or shareholders, and that the Board will remain at least 75% independent.Fund.

As a result of their considerations, the Board of Trustees, including all of the Independent Trustees, determined that the proposed New Advisory Agreement is in the best interests of each Fund and its shareholders. Accordingly, the Board of Trustees, by separate vote of the Independent Trustees and a majority of the Board of Trustees, unanimously approved the New Advisory Agreement and voted to recommend it to shareholders for approval.

Accordingly, theThe Board of Trustees of the Trust, including the Independent Trustees, recommends that shareholders of eachthe Fund vote “FOR” approval of the New Advisory Agreement.

OTHER INFORMATION

OPERATION OF THE FUNDSOperation of the Fund

EachThe Fund is a non-diversifieddiversified series of the Northern Lights Fund Trust, an open-end investment management company organized as a Delaware statutory trust and formed by an Agreement and Declaration of Trust on January 19, 2005. The Trust’s principal executive offices are located at 17605 Wright Street, Omaha, NE 68154-1150.224 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. The Board of Trustees supervises the business activities of the Funds.Fund. Like other mutual funds, the Funds retainFund retains various organizations to perform specialized services. The FundsFund currently retain Altegris as Fund manager and investment adviser. The Sub-Advisers listed below andretains AthenaInvest Advisors LLC, located at the addresses below, serve5340 South Quebec, Suite 365-N, Greenwood Village, CO 80111, as a sub-adviser to one or more Funds as indicated below.interim adviser. Northern Lights Distributors, LLC, located at 1760517645 Wright Street, Omaha, Suite 200 Nebraska 68130, serves as principal underwriter and distributor of the Funds.Fund. Gemini Fund Services, LLC, with principal offices located at 80 Arkay Drive, Suite 110, Hauppauge, New York 11788 provides the FundsFund with transfer agent, accounting, compliance, and administrative services.  Northern Lights Compliance Services provides the Funds with compliance services.

THE PROXY

The Proxy

The Board of Trustees solicits proxies so that each shareholder has the opportunity to vote on the proposals to be considered at the Meeting. A proxy for voting your shares at the Meeting is enclosed. The shares represented by each valid proxy received in time will be voted at the Meeting as specified. If no specification is made, the shares represented by a duly and timely executed proxy will be voted:voted for approval of the proposed New Advisory Agreement and at the discretion of the holders of the proxy on any other matter that may come before the meetingMeeting that the Trust did not have notice of a reasonable time prior to the mailing of this Proxy Statement. You may revoke your proxy at any time before it is exercised by (1)(i) submitting a duly executed proxy bearing a later date, (2)(ii) submitting a written notice to the President of the Trust revoking the proxy, or (3)(iii) attending and voting in person at the Meeting. A proxy not received in a timely fashion will not count for the purposes of the proposal.

VOTING SECURITIES AND VOTINGVoting Securities and Voting

As of the Record Date, there were the numberfollowing numbers of shares of beneficial interest of eachthe Fund were issued and outstanding as set forth below:outstanding:

*As of the Record Date, Class C shares were not being offered and there were no Class C shares outstanding.

All shareholders of record of the FundsFund on the Record Date are entitled to vote at the Meeting on Proposal 1. Shareholders of each Fund will vote separately with respect to their Fund.Meeting. Each shareholder is entitled to one (1) vote per share held, and fractional votes for fractional shares held, on any matter submitted to a vote at the Meeting.

Each Fund will vote separately, and anAn affirmative vote of the holders of a majority of the outstanding shares of athe Fund is required for the approval of the proposed New Advisory Agreement with respect to that Fund.Proposal. As defined in the 1940 Act, a vote of the holders of a majority of the outstanding shares of athe Fund means the vote of (1)(i) 67% or more of the voting shares of the Fund present at the meeting,Meeting, if the holders of more than 50% of the outstanding shares of the Fund are present in person or represented by proxy, or (2)(ii) more than 50% of the outstanding voting shares of the Fund, whichever is less.

Broker non-votes and abstentions will be considered present for purposes of determining the existence of a quorum and the number of shares of eachthe Fund represented at the Meeting, but they are not affirmative votes for any proposal. As a result, with respect to approval of the proposed New Advisory Agreement,Proposal, non-votes and abstentions will have the same effect as a vote against the proposal because the required vote is a percentage of the shares present or outstanding.

Security Ownership of Management AND
and Certain Beneficial Owners

To the best knowledge of the Trust, except as listed below, there were no Trustees or officers of the Trust or other shareholders who were the beneficial owners of more than 5% of the outstanding shares of any Fund on the Record Date. As of the Record Date, the Trust knows of no other person (including any “group”Trustees and officers, as that term is used in Section 13(d)(3)a group, owned [ ] of the Securities Exchange ActFund's outstanding shares and [ ] of 1934, as amended) that beneficially ownsthe Fund Complex's outstanding shares.

As of the Record Date, the following shareholders of record owned 5% or more than 5% of the outstanding shares of any Fund.

The record owners of more than 5% of the outstanding shares of each Fund on the Record Date are listed in the following table.Fund:

[Ultimus to provide] ]

Shareholders owning more than 25% of the shares of athe Fund are considered to “control” the Fund, as that term is defined under the 1940 Act. Persons controlling athe Fund can determine the outcome of any proposal submitted to the shareholders for approval. As a group, the Trustees and officers of the Trust owned less than 1% of the outstanding shares of each Fund as of the Record Date. As a result, the Trustees and officers as a group are not deemed to control the Funds.

SHAREHOLDER PROPOSALSShareholder Proposals

The Trust has not received any shareholder proposals to be considered for presentation at the Meeting. Under the proxy rules of the SEC,Securities and Exchange Commission, shareholder proposals may, under certain conditions, be included in the Trust’s Proxy Statement and proxy for a particular meeting. Under these rules, proposals submitted for inclusion in the Trust’s proxy materials must be received by the Trust within a reasonable time before the solicitation is made. The fact that the Trust receives a shareholder proposal in a timely manner does not ensure its inclusion in its proxy materials, because there are other requirements in the proxy rules relating to such inclusion. You should be aware that annual meetings of shareholders are not required.required as long as there is no particular requirement under the 1940 Act, which must be met by convening such a shareholder meeting. Any shareholder proposal should be sent to Richard Malinowski, Esq., Secretary,Kevin Wolf, President, Northern Lights Fund Trust, c/o Gemini Fund Services, LLC, 80 Arkay Drive, Suite 110, Hauppauge, NY 11788. Shareholder proposals may also be raised from the floor at the Meeting without prior notice to the Trust.

COST OF SOLICITATION

Cost of Solicitation

The Board of Trustees of the Trust is making this solicitation of proxies. The Trust has engaged [ ], a proxy solicitation firm (the “Proxy Solicitor”), to assist in the solicitation. The estimated fees anticipated to be paid to the Proxy Solicitor for solicitation services are approximately $[ ]. The cost of preparing and mailing this Proxy Statement, the accompanying Notice of Special Meeting and proxy and any additional materials relating to the meetingMeeting and the cost of soliciting proxies will be borne by Altegris.Athena. In addition to solicitation by mail, the Trust will request the insurance companies, banks, brokers and other custodial nominees and fiduciaries, to supply proxy materials to the respective beneficial owners of shares of the FundsFund of whom they have knowledge, and AltegrisAthena will reimburse them for their expenses in so doing. Certain officers, employees and agents of the Trust and AltegrisAthena may solicit proxies in person or by telephone, facsimile transmission, or mail, for which they will not receive any special compensation.

OTHER MATTERSOther Matters

The Trust’s Board of Trustees knows of no other matters to be presented at the Meeting other than as set forth above. If any other matters properly come before the meetingMeeting that the Trust did not have notice of a reasonable time prior to the mailing of this Proxy Statement, the holders of the proxy will vote the shares represented by the proxy on such matters in accordance with their best judgment, and discretionary authority to do so is included in the proxy.

PROXY DELIVERY

Proxy Delivery

If you and another shareholder share the same address, the Trust may only send one Proxy Statement unless you or the other shareholder(s) request otherwise. Call or write to the Trust if you wish to receive a separate copy of the Proxy Statement, and the Trust will promptly mail a copy to you. You may also call or write to the Trust if you wish to receive a separate proxy in the future or if you are receiving multiple copies now and wish to receive a single copy in the future. For such requests, call the Trust at (631) 470-2600,1-631-470-2600, or write the Trust at 17605 Wright Street, Omaha, NE 68154-1150.80 Arkay Drive, Suite 110, Hauppauge, NY 11788.

Important Notice Regarding the Availability of Proxy materials

for the Shareholder Meeting to be Held on [ ], 2020February 19, 2021

A copy of the Notice of ShareholderSpecial Meeting, the Proxy Statement, (including a copy of the proposed advisory agreement), and Proxy Card are available at www.altegrismutualfunds.com.

[ ].

BY ORDER OF THE BOARD OF TRUSTEES

Kevin Wolf, President

Date:______________

Dated

If you have any questions before you vote, please call our proxy information line at [ ], 2020]. Representatives are available Monday through Friday 9 a.m. to 10 p.m., Eastern Time to answer your questions about the proxy material or about how to how to cast your vote. You may also receive a telephone call reminding you to vote your shares. Thank you for your participation in this important initiative.

Please date and signTo assure your representation at the meeting, please complete the enclosed proxy and return it promptly in the enclosed replyaccompanying envelope, OR CALL THE NUMBER LISTED ON YOUR PROXY CARD.by calling the number listed on your proxy card, by faxing it to the number listed on your proxy card, or via internet as indicated in the voting instruction materials whether or not you expect to be present at the meeting. If you attend the meeting, you may revoke your proxy and vote your shares in person.

Appendix A

[INSERT ADVISORY AGREEMENT]

Exhibit A

INTERIM INVESTMENT ADVISORY AGREEMENT

Between

NORTHERN LIGHTS FUND TRUST

and

ATHENAINVEST ADVISORS LLC

AGREEMENT (the "Agreement"), made as of January 15, 2021 between Northern Lights Fund Trust, a Delaware statutory trust (the "Trust"), and AthenaInvest Advisors LLC a Colorado Limited Liability Company (the "Adviser") located at 5340 South Quebec, Suite 365-N, Greenwood Village, CO 80111.

RECITALS:

WHEREAS, the Trust is an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "1940 Act");

WHEREAS, the Trust is authorized to issue shares of beneficial interest in separate series, each having its own investment objective or objectives, policies and limitations;

WHEREAS, the Trust offers shares in the series named on Appendix A hereto (such series, together with all other series subsequently established by the Trust and made subject to this Agreement in accordance with Section 1.3, being herein referred to as a "Fund,");

WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940 (the "Advisers Act");

WHEREAS, the Trust desires to retain the Adviser to render investment advisory and administrative services to the Trust with respect to the Fund in the manner and on the terms and conditions hereinafter set forth;

WHEREAS, the Adviser has entered into this Agreement, in part, as the result of the termination of a "Prior Advisory Agreement" upon the resignation of the prior investment adviser;

WHEREAS, the Trustees of the Trust, including a majority of the Trustees who are not interested persons of the Trust, have determined that the scope and quality of services to be provided to the Trust under this Agreement will be at least equivalent to the scope and quality of services provided under the Prior Advisory Agreement, and that the portfolio managers for the Fund will remain the same as those provising such services under the Prior Advisory Agreement;

WHEREAS, a majority of the Trustees of the Trust are not interested persons of the Trust, and those Trustees select and nominate any other disinterested Trustees of the Trust;

WHEREAS, the legal counsel for the independent Trustees of the Trust is an independent legal counsel;

WHEREAS, the material terms and conditions of this Agreement are the same as the terms in the Prior Advisory Agreement, except for those specific terms and conditions required by Rule 15a-4 under the 1940 Act;

WHEREAS, the Board of Trustees of the Trust has voted in person to approve this Agreement before the Prior Advisory Agreement terminated;

WHEREAS, the Trust desires to retain Adviser to provide a continuous investment program for the assets of the Fund;

NOW, THEREFORE, the parties hereto agree as follows:

1. Services of the Adviser.

1.1 Investment Advisory Services. The Adviser shall act as the investment adviser to the Fund and, as such, shall (i) obtain and evaluate such information relating to the economy, industries, business, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund in a manner consistent with its investment objective(s), policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the Fund, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best price and execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers who provide the Adviser with research, analysis, advice and similar services and pay such brokers in return a higher commission than may be charged by other brokers.

The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv).

The Adviser shall carry out its duties with respect to the Fund's investments in accordance with applicable law and the investment objectives, policies and restrictions set forth in the Fund's then-current Prospectus and Statement of Additional Information, and subject to such further limitations as the Trust may from time to time impose by written notice to the Adviser.

1.2 Administrative Services. The Trust has engaged the services of an administrator. The Adviser shall provide such additional administrative services as reasonably requested by the Board of Trustees or officers of the Trust; provided, that the Adviser shall not have any obligation to provide under this Agreement any direct or indirect services to Trust shareholders, any services related to the distribution of Trust shares, or any other services which are the subject of a separate agreement or arrangement between the Trust and the Adviser. Subject to the foregoing, in providing administrative services hereunder, the Adviser shall:

1.2.1 Office Space, Equipment and Facilities. Provide such office space, office equipment and office facilities as are adequate to fulfill the Adviser's obligations hereunder.

1.2.2 Personnel. Provide, without remuneration from or other cost to the Trust, the services of individuals competent to perform the administrative functions which are not performed by employees or other agents engaged by the Trust or by the Adviser acting in some other capacity pursuant to a separate agreement or arrangement with the Trust.

1.2.3 Agents. Assist the Trust in selecting and coordinating the activities of the other agents engaged by the Trust, including the Trust's shareholder servicing agent, custodian, administrator, independent auditors and legal counsel.

1.2.4 Trustees and Officers. Authorize and permit the Adviser's directors, officers and employees who may be elected or appointed as Trustees or officers of the Trust to serve in such capacities, without remuneration from or other cost to the Trust.

1.2.5 Books and Records. Assure that all financial, accounting and other records required to be maintained and preserved by the Adviser on behalf of the Trust are maintained and preserved by it in accordance with applicable laws and regulations.

1.2.6 Reports and Filings. Assist in the preparation of (but not pay for) all periodic reports by the Fund to its shareholders and all reports and filings required to maintain the registration and qualification of the Funds and Fund shares, or to meet other regulatory or tax requirements applicable to the Fund, under federal and state securities and tax laws.

1.3 Additional Series. In the event that the Trust establishes one or more series after the effectiveness of this Agreement ("Additional Series"), Appendix A to this Agreement may be amended to make such Additional Series subject to this Agreement upon the approval of the Board of Trustees of the Trust and the shareholder(s) of the Additional Series, in accordance with the provisions of the Act. The Trust or the Adviser may elect not to make any such series subject to this Agreement.

2. Expenses of the Funds.

2.1 Expenses to be Paid by Adviser. The Adviser shall pay all salaries, expenses and fees of the officers, Trustees and employees of the Trust who are officers, directors, members or employees of the Adviser.

In the event that the Adviser pays or assumes any expenses of the Trust not required to be paid or assumed by the Adviser under this Agreement, the Adviser shall not be obligated hereby to pay or assume the same or any similar expense in the future; provided, that nothing herein contained shall be deemed to relieve the Adviser of any obligation to the Funds under any separate agreement or arrangement between the parties.

2.2 Expenses to be Paid by the Funds. The Fund shall bear all expenses of its operation, except those specifically allocated to the Adviser under this Agreement or under any separate agreement between the Trust and the Adviser. Subject to any separate agreement or arrangement between the Trust and the Adviser, the expenses hereby allocated to a Fund, and not to the Adviser, include but are not limited to:

2.2.1 Custody. All charges of depositories, custodians, and other agents for the transfer, receipt, safekeeping, and servicing of the Fund's cash, securities, and other property.

2.2.2 Shareholder Servicing. All expenses of maintaining and servicing shareholder accounts, including but not limited to the charges of any shareholder servicing agent, dividend disbursing agent, transfer agent or other agent engaged by the Trust to service shareholder accounts.

2.2.3 Shareholder Reports. All expenses of preparing, setting in type, printing and distributing reports and other communications to shareholders.

2.2.4 Prospectuses. All expenses of preparing, converting to EDGAR format, filing with the Securities and Exchange Commission or other appropriate regulatory body, setting in type, printing and mailing annual or more frequent revisions of the Fund's Prospectus and Statement of Additional Information and any supplements thereto and of supplying them to shareholders.

2.2.5 Pricing and Portfolio Valuation. All expenses of computing the Fund's net asset value per share, including any equipment or services obtained for the purpose of pricing shares or valuing the Fund's investment portfolio.

2.2.6 Communications. All charges for equipment or services used for communications between the Adviser or the Trust and any custodian, shareholder servicing agent, portfolio accounting services agent, or other agent engaged by the Trust.

2.2.7 Legal and Accounting Fees. All charges for services and expenses of the Trust's legal counsel and independent accountants.

2.2.8 Trustees' Fees and Expenses. All compensation of Trustees other than those affiliated with the Adviser, all expenses incurred in connection with such unaffiliated Trustees' services as Trustees, and all other expenses of meetings of the Trustees and committees of the Trustees.

2.2.9 Shareholder Meetings. All expenses incidental to holding meetings of shareholders, including the printing of notices and proxy materials, and proxy solicitations therefor.

2.2.10 Federal Registration Fees. All fees and expenses of registering and maintaining the registration of the Fund under the Act and the registration of the Fund's shares under the Securities Act of 1933 (the "1933 Act"), including all fees and expenses incurred in connection with the preparation, converting to EDGAR format, setting in type, printing, and filing of any Registration Statement, Prospectus and Statement of Additional Information under the 1933 Act or the Act, and any amendments or supplements that may be made from time to time.

2.2.11 State Registration Fees. All fees and expenses of taking required action to permit the offer and sale of the Fund's shares under securities laws of various states or jurisdictions, and of registration and qualification of the Fund under all other laws applicable to the Trust or its business activities (including registering the Trust as a broker-dealer, or any officer of the Trust or any person as agent or salesperson of the Trust in any state).

2.2.12 Confirmations. All expenses incurred in connection with the issue and transfer of Fund shares, including the expenses of confirming all share transactions.

2.2.13 Bonding and Insurance. All expenses of bond, liability, and other insurance coverage required by law or regulation or deemed advisable by the Trustees of the Trust, including, without limitation, such bond, liability and other insurance expenses that may from time to time be allocated to the Fund in a manner approved by its Trustees.

2.2.14 Brokerage Commissions. All brokers' commissions and other charges incident to the purchase, sale or lending of the Fund's portfolio securities.

2.2.15 Taxes. All taxes or governmental fees payable by or with respect to the Fund to federal, state or other governmental agencies, domestic or foreign, including stamp or other transfer taxes.

2.2.16 Trade Association Fees. All fees, dues and other expenses incurred in connection with the Trust's membership in any trade association or other investment organization.

2.2.18 Compliance Fees. All charges for services and expenses of the Trust's Chief Compliance Officer.

2.2.19 Nonrecurring and Extraordinary Expenses. Such nonrecurring and extraordinary expenses as may arise including the costs of actions, suits, or proceedings to which the Trust is a party and the expenses the Trust may incur as a result of its legal obligation to provide indemnification to its officers, Trustees and agents.

3. Advisory Fee.

As compensation for all services rendered, facilities provided and expenses paid or assumed by the Adviser under this Agreement, the Fund shall pay the Adviser on the last day of each month, or as promptly as possible thereafter, a fee calculated by applying a monthly rate, based on an annual percentage rate, to the Fund's average daily net assets for the month. The annual percentage rate applicable to the Fund is set forth in Appendix A to this Agreement, as it may be amended from time to time in accordance with Section 1.3 of this Agreement. The fee to

be received by the Adviser under this Agreement will be no greater than the fee received by the Adviser under the Prior Advisory Agreement.

The fee earned under this Agreement will be computed daily and held in an interest-bearing escrow account with the Trust's custodian or a bank. If a majority of a Fund's outstanding voting securities approve a long-term advisory agreement with the Adviser by the end of the duration of this Agreement, the amount in the escrow account earned with respect to that Fund, including interest earned (if any), will be paid to the Adviser. If a majority of a Fund's outstanding voting securities do not approve a long-term advisory agreement with the Adviser, the Adviser will be paid with respect to such Fund, out of the escrow account, the lesser of: any costs incurred in performing this Agreement (plus interest earned on that amount while in escrow); or the total amount in the escrow account earned with respect to that Fund (plus interest earned).

If this Agreement is terminated prior to the end of any calendar month, the fee, subject to the escrow provisions of this Section, shall be pro-rated for the portion of any month in which this Agreement is in effect according to the proportion which the number of calendar days, during which this Agreement is in effect, bears to the number of calendar days in the month, and shall be payable within 10 days after the date of termination.

4. Proxy Voting.

The Adviser will vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund may be invested from time to time. Such proxies will be voted in a manner that you deem, in good faith, to be in the best interest of the Fund and in accordance with your proxy voting policy. You agree to provide a copy of your proxy voting policy to the Trust prior to the execution of this Agreement, and any amendments thereto promptly.

5. Records.

5.1 Tax Treatment. Both the Adviser and the Trust shall maintain, or arrange for others to maintain, the books and records of the Trust in such a manner that treats the Fund as a separate entity for federal income tax purposes.

5.2 Ownership. All records required to be maintained and preserved by the Trust pursuant to the provisions or rules or regulations of the Securities and Exchange Commission under Section 31(a) of the Act and maintained and preserved by the Adviser on behalf of the Trust are the property of the Trust and shall be surrendered by the Adviser promptly on request by the Trust; provided, that the Adviser may at its own expense make and retain copies of any such records.

6. Reports to Adviser.

The Trust shall furnish or otherwise make available to the Adviser such copies of the Fund's Prospectus, Statement of Additional Information, financial statements, proxy statements, reports and other information relating to its business and affairs as the Adviser may, at any time or from time to time, reasonably require in order to discharge its obligations under this Agreement.

7. Reports to the Trust.

The Adviser shall prepare and furnish to the Trust such reports, statistical data and other information in such form and at such intervals as the Trust may reasonably request.

8. Code of Ethics.

The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Adviser will provide to the Board of Trustees of the Trust a written report that describes any issues arising under the code of ethics since the last report to the Board of Trustees, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Adviser has adopted procedures reasonably necessary to prevent "access persons" (as that term is defined in Rule 17j-1) from violating the code.

9. Retention of Sub-Adviser.

Subject to the Trust's obtaining the initial and periodic approvals required under Section 15 of the Act, the Adviser may retain one or more sub-advisers, at the Adviser's own cost and expense, for the purpose of managing the investments of the assets of one or more Funds of the Trust. Retention of one or more sub-advisers shall in no way reduce the responsibilities or obligations of the Adviser under this Agreement and the Adviser shall, subject to Section 11 of this Agreement, be responsible to the Trust for all acts or omissions of any sub-adviser in connection with the performance of the Adviser's duties hereunder.

10. Services to Other Clients.

Nothing herein contained shall limit the freedom of the Adviser or any affiliated person of the Adviser to render investment management and administrative services to other investment companies, to act as investment adviser or investment counselor to other persons, firms or corporations, or to engage in other business activities.

11. Limitation of Liability of Adviser and its Personnel.

Neither the Adviser nor any director, manager, officer or employee of the Adviser performing services for the Trust at the direction or request of the Adviser in connection with the Adviser's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with any matter to which this Agreement relates, and the Adviser shall not be responsible for any action of the Trustees of the Trust in following or declining to follow any advice or recommendation of the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement; PROVIDED, that nothing herein contained shall be construed (i) to protect the Adviser against any liability to the Trust or its shareholders to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Adviser's duties, or by reason of the Adviser's reckless disregard of its obligations and duties under this Agreement, or (ii) to protect any director, manager, officer or employee of the Adviser who is or was a Trustee or officer of the Trust against any liability of the Trust or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

12. Effect of Agreement.

Nothing herein contained shall be deemed to require to the Trust to take any action contrary to its Declaration of Trust or its By-Laws or any applicable law, regulation or order to which it is subject or by which it is bound, or to relieve or deprive the Trustees of the Trust of their responsibility for and control of the conduct of the business and affairs of the Trust.

13. Term of Agreement.

(13.1) Duration. This Agreement, unless sooner terminated as provided herein, shall become effective on or about December 16, 2020 (the "Effective Date") with respect to the Fund and shall continue in effect until the earlier

of 1) May 15, 2021, but in no case longer than 150 days from the effective date; or 2) the date a definitive investment advisory agreement is approved by shareholders of such Fund.

(13.2) Termination. This Agreement may be terminated as to a Fund at any time, without the payment of any penalty by: (1) the vote the Trustees of the Trust or a majority of the Fund's outstanding voting securities, on not more than 10 calendar days' written notice to the Adviser.

14. Amendment or Assignment of Agreement.

Any amendment to this Agreement shall be in writing signed by the parties hereto; PROVIDED, that no such amendment shall be effective unless authorized (i) by resolution of the Trustees of the Trust, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, and (ii) by vote of a majority of the outstanding voting securities of the Fund affected by such amendment as required by applicable law. This Agreement shall terminate automatically and immediately in the event of its assignment.

15. Termination of Agreement.

This Agreement may be terminated as to any Fund at any time by either party hereto, without the payment of any penalty, upon sixty (60) days' prior written notice to the other party, except as provided in 13.2 above, PROVIDED, that in the case of termination by any Fund, such action shall have been authorized (i) by resolution of the Trust's Board of Trustees, including the vote or written consent of Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, or (ii) by vote of majority of the outstanding voting securities of the Fund.

16. Use of Name.

The Trust is named the Northern Lights Fund Trust and the Fund may be identified, in part, by the name "Northern Lights."

17. Declaration of Trust.

The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust's Declaration of Trust and agrees that the obligations assumed by the Trust or a Fund, as the case may be, pursuant to this Agreement shall be limited in all cases to the Trust or a Fund, as the case may be, and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Trust. In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee. The Adviser understands that the rights and obligations of any Fund under the Declaration of Trust are separate and distinct from those of any and all other Funds. The Adviser further understands and agrees that no Fund of the Trust shall be liable for any claims against any other Fund of the Trust and that the Adviser must look solely to the assets of the pertinent Fund of the Trust for the enforcement or satisfaction of any claims against the Trust with respect to that Fund.

18. Confidentiality.

The Adviser agrees to treat all records and other information relating to the Trust and the securities holdings of the Funds as confidential and shall not disclose any such records or information to any other person unless (i) the Board of Trustees of the Trust has approved the disclosure or (ii) such disclosure is compelled by law. In addition, the Adviser and the Adviser's officers, directors and employees are prohibited from receiving compensation or other consideration, for themselves or on behalf of the Fund, as a result of disclosing the Fund's portfolio holdings. The Adviser agrees that, consistent with the Adviser's Code of Ethics, neither the Adviser nor the Adviser's officers,

directors, members or employees may engage in personal securities transactions based on nonpublic information about a Fund's portfolio holdings.

19. This Agreement shall be governed and construed in accordance with the laws of the State of New York.

20. Interpretation and Definition of Terms.

Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Act shall be resolved by reference to such term or provision of the Act and to interpretation thereof, if any, by the United States courts, or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the Securities and Exchange Commission validly issued pursuant to the Act. Specifically, the terms "vote of a majority of the outstanding voting securities," "interested persons," "assignment" and "affiliated person," as used in this Agreement shall have the meanings assigned to them by Section 2(a) of the Act. In addition, when the effect of a requirement of the Act reflected in any provision of this Agreement is modified, interpreted or relaxed by a rule, regulation or order of the Securities and Exchange Commission, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

21. Captions.

The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

22. Execution in Counterparts.

This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date and year first above written.

NORTHERN LIGHTS FUND TRUST

By: ____________________________

Name: Kevin Wolf

Title: President

ATHENAINVEST ADVISORS LLC

By: ____________________________

Name:

Title:

APPENDIX A

FUNDS OF THE TRUST

Exhibit B

INVESTMENT ADVISORY AGREEMENT

Between

NORTHERN LIGHTS FUND TRUST

and

ATHENAINVEST ADVISORS LLC

AGREEMENT, made as of [ ], 2021 between Northern Lights Fund Trust, a Delaware statutory trust (the "Trust"), and AthenaInvest Advisors LLC a Colorado Limited Liability Company (the "Adviser") located at 5340 South Quebec, Suite 365-N, Greenwood Village, CO 80111.

RECITALS:

WHEREAS, the Trust is an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "Act");

WHEREAS, the Trust is authorized to issue shares of beneficial interest in separate series, each having its own investment objective or objectives, policies and limitations;

WHEREAS, the Trust offers shares in the series named on Appendix A hereto (such series, together with all other series subsequently established by the Trust and made subject to this Agreement in accordance with Section 1.3, being herein referred to as a "Fund," and collectively as the "Funds");

WHEREAS, the Adviser is or soon will be registered as an investment adviser under the Investment Advisers Act of 1940; and

WHEREAS, the Trust desires to retain the Adviser to render investment advisory services to the Trust with respect to each Fund in the manner and on the terms and conditions hereinafter set forth;

NOW, THEREFORE, the parties hereto agree as follows:

1. Services of the Adviser.

1.1 Investment Advisory Services. The Adviser shall act as the investment adviser to each Fund and, as such, shall (i) obtain and evaluate such information relating to the economy, industries, business, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of each Fund in a manner consistent with its investment objective(s), policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by each Fund, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best price and execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers who provide the Adviser or any sub-adviser with research, analysis, advice and similar services and pay such brokers in return a higher commission than may be charged by other brokers.

The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any

transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv).

The Adviser shall carry out its duties with respect to each Fund's investments in accordance with applicable law and the investment objectives, policies and restrictions set forth in each Fund's then-current Prospectus and Statement of Additional Information, and subject to such further limitations as the Trust may from time to time impose by written notice to the Adviser.

1.2 Administrative Services. The Trust has engaged the services of an administrator. The Adviser shall provide such additional administrative services as reasonably requested by the Board of Trustees or officers of the Trust; provided, that the Adviser shall not have any obligation to provide under this Agreement any direct or indirect services to Trust shareholders, any services related to the distribution of Trust shares, or any other services which are the subject of a separate agreement or arrangement between the Trust and the Adviser. Subject to the foregoing, in providing administrative services hereunder, the Adviser shall:

1.2.1 Office Space, Equipment and Facilities. Provide such office space, office equipment and office facilities as are adequate to fulfill the Adviser’s obligations hereunder.

1.2.2 Personnel. Provide, without remuneration from or other cost to the Trust, the services of individuals competent to perform the administrative functions which are not performed by employees or other agents engaged by the Trust or by the Adviser acting in some other capacity pursuant to a separate agreement or arrangement with the Trust.

1.2.3 Agents. Assist the Trust in selecting and coordinating the activities of the other agents engaged by the Trust, including the Trust's shareholder servicing agent, custodian, administrator, independent auditors and legal counsel.

1.2.4 Trustees and Officers. Authorize and permit the Adviser's directors, officers and employees who may be elected or appointed as Trustees or officers of the Trust to serve in such capacities, without remuneration from or other cost to the Trust.

1.2.5 Books and Records. Assure that all financial, accounting and other records required to be maintained and preserved by the Adviser on behalf of the Trust are maintained and preserved by it in accordance with applicable laws and regulations.

1.2.6 Reports and Filings. Assist in the preparation of (but not pay for) all periodic reports by the Fund to its shareholders and all reports and filings required to maintain the registration and qualification of the Funds and Fund shares, or to meet other regulatory or tax requirements applicable to the Fund, under federal and state securities and tax laws.

1.3 Additional Series. In the event that the Trust establishes one or more series after the effectiveness of this Agreement ("Additional Series"), Appendix A to this Agreement may be amended to make such Additional Series subject to this Agreement upon the approval of the Board of Trustees of the Trust and the shareholder(s) of the Additional Series, in accordance with the provisions of the Act. The Trust or the Adviser may elect not to make any such series subject to this Agreement.

1.4 Change in Management or Control. The Adviser shall provide at least sixty (60) days' prior written notice to the Trust of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in “control,” as that term is defined in Section 2 of the Act. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the Funds.

2. Expenses of the Funds.

2.1 Expenses to be Paid by Adviser. The Adviser shall pay all salaries, expenses and fees of the officers, Trustees and employees of the Trust who are officers, directors, members or employees of the Adviser.

In the event that the Adviser pays or assumes any expenses of the Trust not required to be paid or assumed by the Adviser under this Agreement, the Adviser shall not be obligated hereby to pay or assume the same or any similar expense in the future; provided, that nothing herein contained shall be deemed to relieve the Adviser of any obligation to the Funds under any separate agreement or arrangement between the parties.

2.2 Expenses to be Paid by the Fund. Each Fund shall bear all expenses of its operation, except those specifically allocated to the Adviser under this Agreement or under any separate agreement between the Trust and the Adviser. Subject to any separate agreement or arrangement between the Trust and the Adviser, the expenses hereby allocated to the Fund, and not to the Adviser, include but are not limited to:

2.2.1 Custody. All charges of depositories, custodians, and other agents for the transfer, receipt, safekeeping, and servicing of the Fund's cash, securities, and other property.

2.2.2 Shareholder Servicing. All expenses of maintaining and servicing shareholder accounts, including but not limited to the charges of any shareholder servicing agent, dividend disbursing agent, transfer agent or other agent engaged by the Trust to service shareholder accounts.

2.2.3 Shareholder Reports. All expenses of preparing, setting in type, printing and distributing reports and other communications to shareholders.

2.2.4 Prospectuses. All expenses of preparing, converting to EDGAR format, filing with the Securities and Exchange Commission or other appropriate regulatory body, setting in type, printing and mailing annual or more frequent revisions of the Fund's Prospectus and Statement of Additional Information and any supplements thereto and of supplying them to shareholders.

2.2.5 Pricing and Portfolio Valuation. All expenses of computing the Fund's net asset value per share, including any equipment or services obtained for the purpose of pricing shares or valuing the Fund's investment portfolio.

2.2.6 Communications. All charges for equipment or services used for communications between the Adviser or the Trust and any custodian, shareholder servicing agent, portfolio accounting services agent, or other agent engaged by the Trust.

2.2.7 Legal and Accounting Fees. All charges for services and expenses of the Trust's legal counsel and independent accountants.

2.2.8 Trustees' Fees and Expenses. All compensation of Trustees other than those affiliated with the Adviser, all expenses incurred in connection with such unaffiliated Trustees' services as Trustees, and all other expenses of meetings of the Trustees and committees of the Trustees.

2.2.9 Shareholder Meetings. All expenses incidental to holding meetings of shareholders, including the printing of notices and proxy materials, and proxy solicitations therefor.

2.2.10 Federal Registration Fees. All fees and expenses of registering and maintaining the registration of the Fund under the Act and the registration of the Fund's shares under the Securities Act of 1933 (the "1933 Act"), including all fees and expenses incurred in connection with the preparation, converting to EDGAR format, setting

in type, printing, and filing of any Registration Statement, Prospectus and Statement of Additional Information under the 1933 Act or the Act, and any amendments or supplements that may be made from time to time.

2.2.11 State Registration Fees. All fees and expenses of taking required action to permit the offer and sale of the Fund's shares under securities laws of various states or jurisdictions, and of registration and qualification of the Fund under all other laws applicable to the Trust or its business activities (including registering the Trust as a broker-dealer, or any officer of the Trust or any person as agent or salesperson of the Trust in any state).

2.2.12 Confirmations. All expenses incurred in connection with the issue and transfer of Fund shares, including the expenses of confirming all share transactions.

2.2.13 Bonding and Insurance. All expenses of bond, liability, and other insurance coverage required by law or regulation or deemed advisable by the Trustees of the Trust, including, without limitation, such bond, liability and other insurance expenses that may from time to time be allocated to the Fund in a manner approved by its Trustees.

2.2.14 Brokerage Commissions and Other Costs of Acquiring Securities. All brokers' commissions and other charges incident to the purchase, sale, holding, or lending of the Fund's portfolio securities, including acquired fund fees and expenses, fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example options and swap fees and expenses), and borrowing costs (such as interest and dividend expense on securities sold short).

2.2.15 Taxes. All taxes or governmental fees payable by or with respect to the Fund to federal, state or other governmental agencies, domestic or foreign, including stamp or other transfer taxes.

2.2.16 Trade Association Fees. All fees, dues and other expenses incurred in connection with the Trust's membership in any trade association or other investment organization.

2.2.18 Compliance Fees. All charges for services and expenses of the Trust's Chief Compliance Officer.

2.2.19 Nonrecurring and Extraordinary Expenses. Such nonrecurring and extraordinary expenses as may arise including the costs of actions, suits, or proceedings to which the Trust is a party and the expenses the Trust may incur as a result of its legal obligation to provide indemnification to its officers, Trustees and agents.

3. Advisory Fee.

As compensation for all services rendered, facilities provided and expenses paid or assumed by the Adviser under this Agreement, each Fund shall pay the Adviser on the last day of each month, or as promptly as possible thereafter, a fee calculated by applying a monthly rate, based on an annual percentage rate, to the Fund's average daily net assets for the month. The annual percentage rate applicable to each Fund is set forth in Appendix A to this Agreement, as it may be amended from time to time in accordance with Section 1.3 of this Agreement. If this Agreement shall be effective for only a portion of a month with respect to a Fund, the aforesaid fee shall be prorated for the portion of such month during which this Agreement is in effect for the Fund.

4. Proxy Voting.

The Adviser will vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund may be invested from time to time, and may delegate such authority to one or more sub-advisers retained in accordance with Section 9 below. Such proxies will be voted in a manner that the Adviser deems, in good faith, to be in the best interest of the Fund and in accordance with the proxy voting policy of the Adviser, or any applicable sub-adviser, then deems in good faith. The Adviser agrees to provide a copy of

all applicable proxy voting policies to the Trust prior to the execution of this Agreement, and any amendments thereto promptly.

5. Records.

5.1 Tax Treatment. Both the Adviser and the Trust shall maintain, or arrange for others to maintain, the books and records of the Trust in such a manner that treats each Fund as a separate entity for federal income tax purposes.

5.2 Ownership. All records required to be maintained and preserved by the Trust pursuant to the provisions or rules or regulations of the Securities and Exchange Commission under Section 31(a) of the Act and maintained and preserved by the Adviser on behalf of the Trust are the property of the Trust and shall be surrendered by the Adviser promptly on request by the Trust; provided, that the Adviser may at its own expense make and retain copies of any such records.

6. Reports to Adviser.

The Trust shall furnish or otherwise make available to the Adviser such copies of each Fund's Prospectus, Statement of Additional Information, financial statements, proxy statements, reports and other information relating to its business and affairs as the Adviser may, at any time or from time to time, reasonably require in order to discharge its obligations under this Agreement.

7. Reports to the Trust.

The Adviser shall prepare and furnish to the Trust such reports, statistical data and other information in such form and at such intervals as the Trust may reasonably request.

8. Code of Ethics.

The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Adviser will provide to the Board of Trustees of the Trust a written report that describes any issues arising under the code of ethics since the last report to the Board of Trustees, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Adviser has adopted procedures reasonably necessary to prevent "access persons" (as that term is defined in Rule 17j-1) from violating the code.

9. Retention of Sub-Adviser.

Subject to the Trust's obtaining the initial and periodic approvals required under Section 15 of the Act, the Adviser may retain one or more sub-advisers, at the Adviser's own cost and expense, for the purpose of managing the investments of the assets of one or more Funds of the Trust. Retention of one or more sub-advisers shall in no way reduce the responsibilities or obligations of the Adviser under this Agreement and the Adviser shall, subject to Section 11 of this Agreement, be responsible to the Trust for all acts or omissions of any sub-adviser in connection with the performance of the Adviser's duties hereunder.

10. Services to Other Clients.

Nothing herein contained shall limit the freedom of the Adviser or any affiliated person of the Adviser to render investment management and administrative services to other investment companies, to act as investment adviser or investment counselor to other persons, firms or corporations, or to engage in other business activities.

11. Limitation of Liability of Adviser and its Personnel.

Neither the Adviser nor any director, manager, officer or employee of the Adviser performing services for the Trust at the direction or request of the Adviser in connection with the Adviser's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with any matter to which this Agreement relates, and the Adviser shall not be responsible for any action of the Trustees of the Trust in following or declining to follow any advice or recommendation of the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement; PROVIDED, that nothing herein contained shall be construed (i) to protect the Adviser against any liability to the Trust or its shareholders to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Adviser's duties, or by reason of the Adviser's reckless disregard of its obligations and duties under this Agreement, or (ii) to protect any director, manager, officer or employee of the Adviser who is or was a Trustee or officer of the Trust against any liability of the Trust or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

12. Effect of Agreement.

Nothing herein contained shall be deemed to require to the Trust to take any action contrary to its Declaration of Trust or its By-Laws or any applicable law, regulation or order to which it is subject or by which it is bound, or to relieve or deprive the Trustees of the Trust of their responsibility for and control of the conduct of the business and affairs of the Trust.

13. Term of Agreement.

The term of this Agreement shall begin as of the date and year upon which the Fund listed on Appendix A commences investment operations, and unless sooner terminated as hereinafter provided, this Agreement shall remain in effect for a period of two years. Thereafter, this Agreement shall continue in effect with respect to each Fund from year to year, subject to the termination provisions and all other terms and conditions hereof; PROVIDED, such continuance with respect to a Fund is approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Fund or by the Trustees of the Trust; PROVIDED, that in either event such continuance is also approved annually by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto. The Adviser shall furnish to the Trust, promptly upon its request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof.

14. Amendment or Assignment of Agreement.

Any amendment to this Agreement shall be in writing signed by the parties hereto; PROVIDED, that no such amendment shall be effective unless authorized (i) by resolution of the Trustees of the Trust, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, and (ii) by vote of a majority of the outstanding voting securities of the Fund affected by such amendment as required by applicable law. This Agreement shall terminate automatically and immediately in the event of its assignment.

15. Termination of Agreement.

This Agreement may be terminated as to any Fund at any time by either party hereto, without the payment of any penalty, upon sixty (60) days' prior written notice to the other party; PROVIDED, that in the case of termination by any Fund, such action shall have been authorized (i) by resolution of the Trust's Board of Trustees, including the vote or written consent of Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, or (ii) by vote of majority of the outstanding voting securities of the Fund.

16. Use of Name.

The Trust is named the Northern Lights Fund Trust and each Fund may be identified, in part, by the name "Northern Lights."

17. Declaration of Trust.

The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust's Declaration of Trust and agrees that the obligations assumed by the Trust or a Fund, as the case may be, pursuant to this Agreement shall be limited in all cases to the Trust or a Fund, as the case may be, and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Trust. In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee. The Adviser understands that the rights and obligations of any Fund under the Declaration of Trust are separate and distinct from those of any and all other Funds. The Adviser further understands and agrees that no Fund of the Trust shall be liable for any claims against any other Fund of the Trust and that the Adviser must look solely to the assets of the pertinent Fund of the Trust for the enforcement or satisfaction of any claims against the Trust with respect to that Fund.

18. Confidentiality.

The Adviser agrees to treat all records and other information relating to the Trust and the securities holdings of the Funds as confidential and shall not disclose any such records or information to any other person unless (i) the Board of Trustees of the Trust has approved the disclosure or (ii) such disclosure is compelled by law. In addition, the Adviser and the Adviser's officers, directors and employees are prohibited from receiving compensation or other consideration, for themselves or on behalf of the Fund, as a result of disclosing the Fund's portfolio holdings. The Adviser agrees that, consistent with the Adviser's Code of Ethics, neither the Adviser nor the Adviser's officers, directors, members or employees may engage in personal securities transactions based on nonpublic information about a Fund's portfolio holdings.

19. This Agreement shall be governed and construed in accordance with the laws of the State of New York.

20. Interpretation and Definition of Terms.

Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Act shall be resolved by reference to such term or provision of the Act and to interpretation thereof, if any, by the United States courts, or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the Securities and Exchange Commission validly issued pursuant to the Act. Specifically, the terms "vote of a majority of the outstanding voting securities," "interested persons," "assignment" and "affiliated person," as used in this Agreement shall have the meanings assigned to them by Section 2(a) of the Act. In addition, when the effect of a requirement of the Act reflected in any provision of this Agreement is modified, interpreted or relaxed by a rule, regulation or order of the Securities and Exchange Commission, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

21. Captions.

The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

22. Execution in Counterparts.

This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date and year first above written.

NORTHERN LIGHTS FUND TRUST

By: ______________

Name: Kevin Wolf

Title: President

ATHENAINVEST ADVISORS LLC

By: ____________________________

Name:

Title:

NORTHERN LIGHTS FUND TRUST

INVESTMENT ADVISORY AGREEMENT

APPENDIX A

FUNDS OF THE TRUST

Northern Lights Fund Trust

224 Pictoria Drive

Suite 450

Cincinnati, Ohio 45246

SPECIAL MEETING OF SHAREHOLDERS TO BE HELD FEBRUARY 19, 2021

The undersigned, revoking previous proxies, if any, with respect to the shares described below, hereby appoints Kevin Wolf, Richard Malinowski, Stephanie Shearer and James Colantino, each an attorney, agent, and proxy of the undersigned, with full power of substitution, to vote at the Special Meeting of Shareholders (the “Meeting”) of the Athena Behavioral Tactical Fund (the “Fund”) to be held at the offices of Thompson Hine, LLP, 41 South High Street, Suite 1700, Columbus, Ohio 43215, on February 19, 2021 at 10 a.m., Eastern Time, and at any and all adjournments thereof, all shares of beneficial interest of the Fund, on the proposals set forth below and any other matters properly brought before the Meeting.

THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE SIGNING SHAREHOLDER(S). IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED, THIS PROXY WILL BE VOTED “FOR” THE NEW SUB-ADVISORY AGREEMENT AND, IN THE APPOINTED PROXIES’ DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. The undersigned acknowledges receipt with this Proxy Statement of the Board of Trustees. Your signature(s) on this should be exactly as your name(s) appear on this Proxy. If the shares are held jointly, each holder should sign this Proxy. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing.

Signature Date

Signature of Joint Shareholder Date

▲ FOLD HERE PLEASE DO NOT TEAR ▲

THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY’S BOARD OF TRUSTEES, AND MAY BE REVOKED PRIOR TO ITS EXERCISE BY FILING WITH THE SECRETARY OF THE COMPANY AN INSTRUMENT REVOKING THIS PROXY OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY APPEARING IN PERSON AND VOTING AT THE MEETING.

TO VOTE, MARK ONE BOX IN BLUE OR BLACK INK.

A copy of the Proxy Statement is available online at [ ].

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE SIGN AND DATE

THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.