Post-Effective Amendment of a Form N-1 or N-1A Registration — Rule 485(b)
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1: 485BPOS Post-Effective Amendment of a Form N-1 or N-1A HTML 865K
Registration
2: EX-99.i LEGAL OPININ Opinion of Counsel re: Legality HTML 27K
3: EX-99.n 18F-3 PLAN Multiple-Classes Plan -- Rule 18f-3 - HTML 83K ICA'40
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This Multiple Class
Plan (the “Plan”) is adopted in accordance with Rule 18f-3 (the “Rule”) under the Investment Company Act of 1940,
as amended (the “Act”), by Northern Lights Fund Trust (the “Trust”) on behalf of each series of the Trust that
has multiple classes of shares (each a “Fund”). A majority of the Trustees, including a majority of the Trustees who are not
interested persons of the Trust (as defined in the Act), having determined that the Plan is in the best interests of the shareholders
of each class of each Fund and the shareholders of the Trust as a whole, have approved the Plan.
The provisions of the Plan are:
1. General
Description of Classes. Each class of shares of a Fund shall represent interests in the same portfolio of investments of such Fund,
shall have no exchange privileges or conversion features within that Fund unless an exchange or conversion feature is described in the
Fund’s Prospectus, and shall be identical in all respects, except that, as provided for in such Fund’s Prospectus, each class
shall differ with respect to: (i) Rule 12b-1 Plans that may be adopted with respect to the class; (ii) distribution and related services
and expenses; (iii) differences relating to sales loads, purchase minimums, eligible investors and exchange privileges; and (iv) the
designation of each class of shares. Additionally, at the sole discretion of the adviser to a Fund and subject to Board approval, a Fund’s
adviser may determine to vary the dollar amount or annual percentage of any contractual expense limitation or agreement to subsidize
annual operating expenses with respect to a particular class of shares of a Fund, provided, however, that such expense limitation or
subsidy does not impact the fees and expenses incurred by such class of shares with respect to the fees and expenses described in Section
2.b. below. The classes of shares designated by each Fund are set forth in Exhibit A.
C:
2. Allocation of Income and Class Expenses.
a. Each class
of shares shall have the same rights, preferences, voting powers, restrictions
and limitations, except as follows:
(i) expenses related
to the distribution of a class of shares or to the services provided
to shareholders of a class of shares shall be borne solely by
such class;
(ii) the following
expenses attributable to the shares of a particular class will be borne solely by the class to which they are attributable:
(a)
asset-based distribution, account maintenance and shareholder service fees;
(b)
extraordinary non-recurring expenses including litigation
and other legal expenses relating to a particular class; and
(c)
such other expenses as the Trustees determine were
incurred by a specific class and are appropriately paid by that class.
(iii) Income,
realized and unrealized capital gains and losses, and expenses that are not allocated to a specific class pursuant to this Section 2,
shall be allocated to each class of a Fund on the basis of the net asset value of that class in relation to the net asset value of the
Fund.
b. Investment
advisory fees, custodial fees, and other expenses relating to the management of a Fund’s assets shall not be allocated on a class-specific
basis.
3.
Voting Rights. Each class
of shares will have exclusive voting rights with respect to matters that exclusively affect such class and separate voting rights
on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class.
4.
Exchanges. Shares of a Fund may be exchanged
without payment of any exchange fee for shares of another Fund of the same class at their respective net asset values, provided said Funds
are advised by the same adviser.
5.
Class Designation. Subject to the approval
by the Trustees of the Trust, each Fund may alter the nomenclature for the designations of one or more of its classes of shares.
6.
Additional Information. This Plan is qualified
by and subject to the terms of each Fund’s then current Prospectus for the applicable class of shares of the Fund; provided, however,
that none of the terms set forth in any such Prospectus shall be inconsistent with the terms of this Plan. Each Fund’s Prospectus
contains additional information about each class of shares of such Fund and any multiple class structure of such Fund.
7.
Effective Date. This Plan is effective on September24, 2009, provided that this Plan shall not become effective with respect to a Fund or a class of shares of a Fund unless first approved
by a majority of the Trustees, including a majority of the Trustees who are not interested persons of the Trust (as defined in the Act).
This Plan may be terminated or amended at any time with respect to a Fund or a class of shares thereof by a majority of the Trustees,
including a majority of the Trustees who are not interested persons of the Trust (as defined in the Act).
8.
Miscellaneous. Any reference in this Plan to
information in a Fund’s Prospectus shall mean information in such Fund’s Prospectus, as the same may be amended or supplemented
from time to time, or in such Fund’s Statement of Additional Information, as the same may be amended or supplemented from time to
time.
PFG Fidelity Institutional AM® Bond
ESG Strategy Fund*
PFG Janus Henderson® Balanced Strategy
Fund*
PFG Invesco® Thematic ESG Strategy
Fund *
R
Ü
C:
Fund / Fund Family
Share Classes
Share Class Features(1)
12b-1 Plan
(2)
Front-End
Sales
Charge (3)
Contingent
Deferred
Sales
Charge (3)
Donoghue Forlines Dividend Fund
A
Ü
Ü
C
Ü
I
Donoghue Forlines Tactical Allocation Fund
A
Ü
Ü
C
Ü
I
Donoghue Forlines Tactical Income Fund
A
Ü
Ü
C
Ü
I
Donoghue Forlines Momentum Fund
A
Ü
Ü
C
Ü
I
Donoghue Forlines Risk Managed Income Fund
A
Ü
Ü
C
Ü
I
Princeton Alternative Premium Fund*
A
Ü
Ü
I
Ü
C
Ü
Princeton Premium Fund
A
Ü
Ü
C*
Ü
I
C:
Fund / Fund Family
Share Classes
Share Class Features(1)
12b-1 Plan
(2)
Front-End
Sales
Charge (3)
Contingent
Deferred
Sales
Charge (3)
Princeton Long/Short Treasury Fund
A
Ü
Ü
C*
Ü
I
Probabilities Fund
A
Ü
Ü
C
Ü
I
Ü
R*
PSI Strategic Growth Fund
A
Ü
Ü
Ü
PSI Tactical Growth Fund
A
Ü
Ü
Ü
Sierra Tactical All Asset Fund
A
Ü
Ü
A1
Ü
Ü
C
Ü
I
Ü
I1
Ü
Inst
Sierra Tactical Core Fund
A
Ü
Ü
Ü
C
Ü
I
Ü
Inst
C:
Fund / Fund Family
Share Classes
Share Class Features(1)
12b-1 Plan
(2)
Front-End
Sales
Charge (3)
Contingent
Deferred
Sales
Charge (3)
Sierra Tactical Bond Fund
A
Ü
Ü
Ü
Instl
C
Ü
Investor
Ü
Sierra Tactical Municipal Fund
A
Ü
Ü
Ü
C
Ü
Special
I
Ü
Inst
Sierra Tactical Risk Spectrum 30 Fund*
A
Ü
Ü
Ü
C
Ü
Investor
Ü
Instl
Sierra Tactical Risk Spectrum 50 Fund
A
Ü
Ü
Ü
C
Ü
Investor
Ü
Instl
Sierra Tactical Risk Spectrum 70 Fund*
A
Ü
Ü
Ü
C
Ü
Investor
Ü
Instl
A*
Ü
Ü
Ü
Zeo Short Duration Income Fund
C:
Fund / Fund Family
Share Classes
Share Class Features(1)
12b-1 Plan
(2)
Front-End
Sales
Charge (3)
Contingent
Deferred
Sales
Charge (3)
Zeo Sustainable Credit Fund
A*
Ü
Ü
Ü
I
C:
(1)
The features and expenses of each share class are described in further detail in the respective Fund’s Prospectus.
(2)
The distribution and shareholder servicing expenses of a share class are provided for in the Fund’s respective 12b-1 Plan.
(3)
The sales charges associated with a share class are described further in the respective Fund’s Prospectus. * Fund or share
class has not commenced operations as of the date listed below.
IN WITNESS WHEREOF, the Trust has executed this amended
Multi-Class Plan as of the 5 day of October 2021.
NORTHERN LIGHTS FUND TRUST
By: ____________________
Kevin Wolf, President
Dates Referenced Herein and Documents Incorporated by Reference
