May 14, 2007
United States Securities and Exchange Commission Public Filing Desk 100 F Street, N.E. Judiciary Plaza Washington, D.C. 20549 |
RE:
Northern Lights Fund Trust; File Nos. 333-122917 and 811-21720
Ladies and Gentlemen:
On behalf of Northern Lights Fund Trust (the “Registrant”), we hereby file a registration statement under the Securities Act of 1933 on Form N-14.
Subject to shareholder approval and pursuant to Agreements and Plans of Reorganization, it is anticipated that the Hallmark Small-Cap Growth Fund, a series of the Hallmark Equity Series Trust (File Nos. 33-63300 and 811-7734) will transfer all of its assets and liabilities to the Roanoke Small-Cap Growth Fund, a separate series of the Registrant, in exchange for shares of the corresponding series of the Registrant (the “Reorganization”). Immediately after the transfer of its assets and liabilities, the Hallmark Small-Cap Growth Fund will make a liquidating distribution to its shareholders of the Roanoke Small-Cap Growth Fund's shares so received, so that a holder of shares in the Hallmark Small-Cap Growth Fund at the time of the Reorganization will receive a number of shares of the Roanoke Small-Cap Growth Fund with the same aggregate value as the shareholder had in the Hallmark Small-Cap Growth Fund immediately before the Reorganization.
A registration statement for the Roanoke Small-Cap Growth Fund was filed with the Securities and Exchange on March 2, 2007 and is not yet effective.
Please direct comment to the undersigned at 614-469-3297 or JoAnne Strasser at 513-352-6725.
Sincerely,
/s/ Michael V. Wible
Michael V. Wible
Enclosure
Michael.Wible@ThompsonHine.com Phone 614.469.3297 Fax 614.469.3361 | 544683.1 |