Form N-CSR Northern Lights Fund For: Sep 30

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December 7, 2021 9:45 AM EST

E-mail

united states
securities and exchange commission
washington, d.c. 20549

form n-csr

certified shareholder report of registered management
investment companies

Investment Company Act file number 811-21720

Northern Lights Fund Trust

(Exact name of registrant as specified in charter)

224 Pictoria Drive, Suite 450 Cincinnati, OH 45246

(Address of principal executive offices) (Zip code)

Stephanie Shearer, Gemini Fund Services, LLC.

80 Arkay Drive Suite 110, Hauppauge, NY 11788

(Name and address of agent for service)

Registrant's telephone number, including area code: 631-470-2600

Date of fiscal year end: 9/30

Date of reporting period: 9/30/21

Item 1. Reports to Stockholders.

Annual Report

September 30, 2021

1-877-413-3228

www.13DActivistFund.com

Distributed by Foreside Financial Services, LLC

Member FINRA

This report is authorized for distribution only to shareholders and to others who have received a
copy of the Prospectus.

TO THE SHAREHOLDERS OF THE 13D ACTIVIST FUND

SEPTEMBER 30, 2021

For the fiscal year ending September 30, 3021 the I shares (DDDIX) returned 49.32% net of fees and expenses (versus 45.03% for the Russell 2500¹). Although the broader markets were down at the end of the last quarter, this was the continuation of a very good year for the Fund and the presence of market factors that we believe are very good for our strategy. The growth versus value dynamic is continuing to work in our favor or at least not against us as it had been over the past several years prior to 2021. We expect the rotation to value to continue, particularly in an inflationary environment. Moreover, as inflation leads to higher interest rates, activists should be huge beneficiaries of this as management teams will not be able to continue to use financial engineering to mask poor business plans.

Our returns have been strong despite the fact that the backlog of activism from COVID that we thought we would see this year has not materialized like we expected, mainly because we unfortunately are still in the midst of the COVID pandemic. But we expect this backlog to pick up steam soon as former FDA Commissioner Dr. Scott Gottlieb recently opined that he expects the “pandemic phase” to be over in the U.S. once vaccines become available for young children and Merck’s antiviral pill is cleared by regulators. So, we strongly believe that the short/medium term environment for shareholder activism will be favorable. We continue to focus on two of the largest factors affecting the long term outlook for shareholder activism, ESG and SPACs².

For the past 12 years, we have hosted one of the largest conferences in the US on corporate governance and shareholder activism. The conference is a full day long with a private invitation-only dinner the night before for the top corporate governance executives, ESG investors and shareholder activists. During the conference, two overriding themes kept coming up. First, ESG is only going to get more important. Ed Garden, Founding Partner and CIO of Trian, said in a fireside chat with me and then again on CNBC that ESG is redefining capitalism. We believe that the world and the markets are shifting, but not away from the activists and active ESG investors but rather towards them. Over the next 20 plus years we expect to see an influx of activist and active ESG investors doing the type of work that the activists we support have pioneered and been doing for years.

The second overriding theme from the conference is that ESG without an active element does not do anything for environmental, social or governance issues. Several speakers and attendees voiced their frustration with passive ESG vehicles and are coming to the conclusion that if you really want to address these issues, you cannot do it by investing in an ETF that uses 100+ different factors to quantitatively create an ESG score that is somewhat meaningless or in an “ESG” mutual fund that only invests in what they believe are the best ESG companies. Some at the conference even went as far to say that ESG ETFs and passive funds are harmful in that it gives people a clear conscience without accomplishing anything. Accordingly, over the past 14 years the dollars invested in ESG funds (UN PRI AUM) have increased at remarkably the same pace as CO2 levels in the atmosphere have increased (See Exhibit 1) demonstrating that investing in passive ESG funds does nothing to improve the environment. The way to truly create real ESG change is to invest with the ESG investors who have someone in the board room. Today, 27 of our 32 portfolio positions have a director on the board appointed by the activist, and of the other five, three are

The Russell 2500 Index is a broad index, featuring 2,500 stocks that cover the small- and mid-cap market capitalizations. The Russell 2500 is a market cap weighted index that includes the smallest 2,500 companies covered in the Russell 3000 universe of United States-based listed equities.

ESG – Environmental, Social, and Governance; SPAC – Special Purpose Acquisition Companies

relatively new activist positions. These shareholder directors not only focus on creating shareholder value but are generally very ESG-minded and help institute positive ESG practices. We believe that not only is this the best way to make positive ESG changes, but that the process of changing a poor ESG company to a good one is not only more valuable for society than just investing in good ESG companies but creates more value for shareholders as well.

(EXHIBIT 1)

(BAR CHAT)

AUM Billions	CO²PPM

Sources: https://www.unpri.org/download?ac=10948 [unpri.org], https://www.statista.com/statistics/1091926/atmospheric-concentration-of-co2-historic/ [statista.com]

The other factor that we believe will affect the long-term strategy of shareholder activism, and also a hot topic at this year’s conference, is SPACs. There have been over 700 SPACs launched in the last two and a half years, many by activist investors, and while there were many diverse views in the room on the efficacy of SPACs, a couple of things were generally agreed on: (i) it is getting much harder to find deals, get votes and close mergers; (ii) the PIPE ³market is severely drying up; (iii) many if not most of the SPACS launched will never consummate a merger; and (iv) many of those that do will provide an abundance of activist opportunities over the next ten years. Of course, there will be many successful SPACS but there will also be many that went public too soon or with the wrong management team and as those SPAC stocks decline in value, the activist opportunity increases. The activists are well aware of this.

We hope to continue to bring our investors over the next fiscal year and beyond the outsized returns we believe an activist strategy offers.

Thank you very much for your support. We hope you are all continuing to stay safe and that your families remain safe.

“PIPE” – Private Investment in Public Equity

13D Activist Fund

PORTFOLIO REVIEW (Unaudited)

September 30, 2021

The Fund’s performance figures* for the periods ended September 30, 2021, compared to its benchmark:

			Inception** -	Inception*** -
			September 30,	September 30,
Annualized Average Returns:	One Year	Five Year	2021	2021	NAV
13D Activist Fund - Class A	49.02%	14.71%	14.52%	N/A	$28.24
13D Activist Fund - Class A w/ load	40.43%	13.36%	13.83%	N/A	$29.96
13D Activist Fund - Class C	47.88%	13.84%	N/A	13.01%	$27.56
13D Activist Fund - Class C w/ CDSC	46.88%	13.84%	N/A	13.01%
13D Activist Fund - Class I	49.32%	14.99%	14.82%	N/A	$29.00
Russell 2500 Total Return Index ****	45.03%	14.25%	14.18%	13.75%	N/A

Comparison of the Change in Value of a $10,000 Investment

(LINE GRAPH)

The performance data quoted is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemptions of Fund shares. Returns greater than one year are annualized. The Fund’s total annual operating expenses are 1.76%, 2.51% and 1.51%, including AFFE of 0.01% for each share class, for Class A, C and I shares, respectively, per the January 28, 2021 Prospectus. Class A Shares are subject to a maximum sales charge of 5.75% on purchases. Class A and Class C shares are subject to a contingent deferred sales charge of up to 1.00%. This material must be proceeded or accompanied by a Prospectus. Please read it carefully before investing. For performance information current to the most recent month-end, please call 1-877-413-3228.

Inception date for Class A and Class I shares is December 28, 2011.

***

Inception for Class C shares date is December 11, 2012.

****

The Russell 2500 Total Return Index is a broad index, featuring 2,500 stocks that cover the small- and mid-cap market capitalizations. It is a market cap-weighted index that includes the smallest 2,500 companies covered in the Russell 3000 universe of US-based listed equities. This index has been selected because it is more reflective of the Fund’s portfolio holdings. Investors cannot invest directly in an index or benchmark.

AFFE - Acquired Fund Fees and Expenses

13D Activist Fund

PORTFOLIO REVIEW (Unaudited) (Continued)

September 30, 2021

Portfolio Composition as of September 30, 2021

Top 10 Holdings By Industry		% of Net Assets
Biotech & Pharma		11.8%
Software		10.3%
Chemicals		7.7%
Food		5.8%
Leisure Facilities & Services		5.3%
Oil & Gas Producers		5.1%
Aerospace & Defense		4.2%
Wholesale - Discretionary		3.7%
Medical Equipment & Devices		3.3%
Health Care Facilities & Services		3.1%
Other Industries, Cash & Cash Equivalents		39.7%
		100.0%

Holdings are subject to change.

Please refer to the Portfolio of Investments in this annual report for a detailed listing of the Fund’s holdings.

13D Activist Fund

PORTFOLIO OF INVESTMENTS

September 30, 2021

Shares			Fair Value
		COMMON STOCK - 91.2%
		AEROSPACE & DEFENSE - 4.2%
	366,320	Howmet Aerospace, Inc.	$	11,429,184

		ASSET MANAGEMENT - 1.9%
	264,959	Pershing Square Tontine Holdings Ltd. *		5,219,692

		AUTOMOTIVE - 2.2%
	71,405	Autoliv, Inc.		6,120,837

		BIOTECH & PHARMA - 11.8%
	422,000	Alkermes PLC *		13,014,480
	359,910	Elanco Animal Health, Inc. *		11,477,530
	611,983	Ironwood Pharmaceuticals, Inc. *		7,992,498
				32,484,508
		CHEMICALS - 7.7%
	422,878	GCP Applied Technologies, Inc. *		9,269,486
	245,800	Olin Corp.		11,859,850
				21,129,336
		COMMERCIAL SUPPORT SERVICES - 2.0%
	171,144	Aramark		5,623,792

		FOOD - 5.8%
	1	AppHarvest, Inc. *		7
	190,576	Hain Celestial Group, Inc. *		8,152,841
	199,345	TreeHouse Foods, Inc. *		7,949,879
				16,102,727
		HEALTH CARE FACILITIES & SERVICES - 3.1%
	298,655	MEDNAX, Inc. *		8,490,762

		HOME & OFFICE PRODUCTS - 2.8%
	352,472	Newell Brands, Inc.		7,803,730

		INSURANCE - 1.7%
	112,193	eHealth, Inc. *		4,543,817

		LEISURE FACILITIES & SERVICES - 5.3%
	115,328	Papa John’s International, Inc.		14,645,503

		MEDICAL EQUIPMENT & DEVICES - 3.3%
	128,120	Merit Medical Systems, Inc. *		9,199,016

		METALS & MINING - 1.1%
	91,542	Arconic Corp. *		2,887,235

		OIL & GAS PRODUCERS - 5.1%
	144,707	Cheniere Energy, Inc. *		14,133,533

		PUBLISHING & BROADCASTING - 2.0%
	559,700	Pearson PLC - ADR		5,412,299

See accompanying notes to financial statements.

13D Activist Fund

PORTFOLIO OF INVESTMENTS (Continued)

September 30, 2021

Shares			Fair Value
		REAL ESTATE OWNERS & DEVELOPERS - 2.9%
	90,893	Howard Hughes Corp. *	$	7,981,314

		RENEWABLE ENERGY - 3.0%
	152,143	Enviva Partners, L.P.		8,229,415

		RETAIL - DISCRETIONARY - 2.6%
	37,000	Asbury Automotive Group, Inc. *		7,279,380

		SOFTWARE - 10.3%
	230,300	ACI Worldwide, Inc. *		7,077,119
	276,608	Box, Inc. *		6,547,311
	478,100	Evolent Health, Inc. *		14,821,100
				28,445,530
		TECHNOLOGY HARDWARE - 2.6%
	87,035	Seagate Technology PLC		7,182,128

		TECHNOLOGY SERVICES - 3.1%
	172,021	Green Dot Corp. *		8,657,817
	1	Insight Enterprises, Inc. *		90
				8,657,907
		TRANSPORTATION EQUIPMENT - 3.0%
	303,084	Trinity Industries, Inc.		8,234,792

		WHOLESALE - DISCRETIONARY - 3.7%
	203,457	LKQ Corp. *		10,237,955

		TOTAL COMMON STOCK (Cost - $171,602,311)		251,474,392

		SHORT-TERM INVESTMENTS - 8.4%
		MONEY MARKET FUND - 8.4%
	23,059,493	First American Government Obligations Fund - Institutional Class, 0.03% ** (Cost - $23,059,493)		23,059,493

		TOTAL INVESTMENTS - 99.6% (Cost - $194,661,804)	$	274,533,885
		OTHER ASSETS LESS LIABILITIES - NET - 0.4%		1,114,515
		NET ASSETS - 100.0%	$	275,648,400

Non-income producing security.

Money market fund; interest rate reflects seven-day effective yield on September 30, 2021.

ADR - American Depositary Receipt

LP - Limited Partnership

PLC - Public Limited Company

See accompanying notes to financial statements.

13D Activist Fund

STATEMENT OF ASSETS AND LIABILITIES

September 30, 2021

ASSETS
Investment securities:
At cost	$	194,661,804
At fair value	$	274,533,885
Receivable for Fund shares sold		1,183,932
Receivable for tax reclaims		255,982
Dividends and interest receivable		58,105
TOTAL ASSETS		276,031,904

LIABILITIES
Payable for Fund shares redeemed		25,585
Investment advisory fees payable		338,370
Distribution (12b-1) fees payable		19,549
TOTAL LIABILITIES		383,504
NET ASSETS	$	275,648,400

Net Assets Consist Of:
Paid in capital	$	172,204,673
Accumulated earnings		103,443,727
NET ASSETS	$	275,648,400

Net Asset Value Per Share:
Class A Shares:
Net Assets	$	31,548,663
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)		1,117,216
Net Asset Value (Net Assets / Shares Outstanding) and redemption price per share (a)	$	28.24
Maximum offering price per share (maximum sales charge of 5.75%)	$	29.96

Class C Shares:
Net Assets	$	15,929,666
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)		578,007
Net Asset Value (Net Assets / Shares Outstanding), offering price and redemption price per share (b)	$	27.56

Class I Shares:
Net Assets	$	228,170,071
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)		7,867,198
Net Asset Value (Net Assets / Shares Outstanding), offering price and redemption price per share	$	29.00

(a)

For certain purchases of $1 million or more, a 1.00% contingent deferred sales charge (“CDSC”) may apply to redemptions made within twelve months of purchase.

(b)

Purchases are subject to a 1.00% CDSC of the purchase price on shares redeemed during the first twelve months after their purchase.

See accompanying notes to financial statements.

13D Activist Fund

STATEMENT OF OPERATIONS

For the Year Ended September 30, 2021

INVESTMENT INCOME
Dividends (net of $13,702 foreign taxes withheld)	$	2,164,176
Interest		3,683
TOTAL INVESTMENT INCOME		2,167,859

EXPENSES
Investment advisory fees (Note 5)		3,782,729
Distribution (12b-1) fees - Class A (Note 5)		74,044
Distribution (12b-1) fees - Class C (Note 5)		153,214
TOTAL EXPENSES		4,009,987
NET INVESTMENT LOSS		(1,842,128	)

REALIZED AND UNREALIZED GAIN
Net realized gain from:
Investments		28,869,805
Net change in unrealized appreciation (depreciation) of:
Investments		62,672,518
Foreign currency translations		157
		62,672,675

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		91,542,480

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	89,700,352

See accompanying notes to financial statements.

13D Activist Fund

STATEMENTS OF CHANGES IN NET ASSETS

	For the Year			For the Year
	Ended			Ended
	September 30, 2021			September 30, 2020

FROM OPERATIONS
Net investment income (loss)	$	(1,842,128	)	$	6,221,443
Net realized gain on investments and foreign currency transactions		28,869,805			12,279,244
Net realized gain on in-kind redemptions		—			8,457,902
Net change in unrealized appreciation (depreciation) of investments and foreign currency translations		62,672,675			(27,799,865	)
Net increase (decrease) in net assets resulting from operations		89,700,352			(841,276	)

DISTRIBUTIONS TO SHAREHOLDERS
Total distributions paid:
Class A		(1,788,279	)		(1,567,011	)
Class C		(866,372	)		(675,116	)
Class I		(12,492,982	)		(9,417,795	)
Net decrease in net assets from distributions to shareholders		(15,147,633	)		(11,659,922	)

FROM SHARES OF BENEFICIAL INTEREST
Proceeds from shares sold:
Class A		3,024,818			1,316,120
Class C		410,759			86,630
Class I		24,771,896			16,534,252
Reinvestment of distributions to shareholders:
Class A		1,676,527			1,519,949
Class C		838,110			663,482
Class I		10,595,861			8,734,127
Payments for shares redeemed:
Class A		(4,515,356	)		(18,119,480	)
Class C		(2,004,043	)		(6,454,340	)
Class I		(20,682,650	)		(124,936,702	)
Net increase (decrease) in net assets resulting from shares of beneficial interest		14,115,922			(120,655,962	)

TOTAL INCREASE (DECREASE) IN NET ASSETS		88,668,641			(133,157,160	)

NET ASSETS
Beginning of Year		186,979,759			320,136,919
End of Year	$	275,648,400		$	186,979,759

See accompanying notes to financial statements.

13D Activist Fund

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	For the Year			For the Year
	Ended			Ended
	September 30, 2021			September 30, 2020

SHARE ACTIVITY
Shares Sold:
Class A		110,144			65,770
Class C		15,143			4,250
Class I		877,376			777,171
Shares Reinvested:
Class A		70,919			71,159
Class C		36,110			31,594
Class I		437,303			399,366
Shares Redeemed:
Class A		(171,743	)		(1,089,009	)
Class C		(79,409	)		(353,107	)
Class I		(776,648	)		(6,327,251	)
Net increase (decrease) in shares of beneficial interest outstanding		519,195			(6,420,057	)

See accompanying notes to financial statements.

13D Activist Fund

FINANCIAL HIGHLIGHTS

Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Year Presented

	Class A
	For the Year			For the Year			For the Year			For the Year			For the Year
	Ended			Ended			Ended			Ended			Ended
	September 30, 2021			September 30, 2020			September 30, 2019			September 30, 2018			September 30, 2017

Net asset value, beginning of year	$	20.28		$	20.35		$	22.41		$	19.98		$	16.84
Activity from investment operations:
Net investment income (loss) (1)		(0.24	)		0.56			(0.07	)		(0.19	)		(0.17	)
Net realized and unrealized gain (loss) on investments and foreign currency		9.86			0.14			(1.02	)		2.99			3.31
Total from investment operations		9.62			0.70			(1.09	)		2.80			3.14

Paid-in-Capital from redemption fees (1)		—			—			—			0.00	(2)		0.00	(2)

Less distributions from:
Net investment income		(0.57	)		—			—			—			—
Net realized gains		(1.09	)		(0.77	)		(0.97	)		(0.37	)		—
Total distributions		(1.66	)		(0.77	)		(0.97	)		(0.37	)		—
Net asset value, end of year	$	28.24		$	20.28		$	20.35		$	22.41		$	19.98
Total return (3)		49.02	%		3.25	%		(4.78	)%		14.26	%		18.65	%
Net assets, end of year (000s)	$	31,549		$	22,472		$	41,925		$	55,099		$	50,628

Ratio of expenses to average net assets		1.75	%		1.75	%		1.75	%		1.75	%		1.75	%

Ratio of net investment income (loss) to average net assets		(0.89	)%		2.77	%		(0.37	)%		(0.86	)%		(0.91	)%

Portfolio Turnover Rate		60	%		119	%		108	%		83	%		80	%

(1)

Per share amounts calculated using average shares method, which appropriately presents the per share data for the period.

(2)

Amount represents less than $0.01 per share.

(3)

Total return shown excludes the effect of applicable sales load and redemption fees.

See accompanying notes to financial statements.

13D Activist Fund

FINANCIAL HIGHLIGHTS

Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Year Presented

	Class C
	For the Year			For the Year			For the Year			For the Year			For the Year
	Ended			Ended			Ended			Ended			Ended
	September 30, 2021			September 30, 2020			September 30, 2019			September 30, 2018			September 30, 2017

Net asset value, beginning of year	$	19.82		$	20.05		$	22.25		$	19.99		$	16.98
Activity from investment operations:
Net investment income (loss) (1)		(0.42	)		0.35			(0.22	)		(0.35	)		(0.31	)
Net realized and unrealized gain (loss) on investments and foreign currency		9.63			0.19			(1.01	)		2.98			3.32
Total from investment operations		9.21			0.54			(1.23	)		2.63			3.01

Paid-in-Capital from redemption fees (1)		—			—			—			0.00	(2)		0.00	(2)

Less distributions from:
Net investment income		(0.38	)		—			—			—			—
Net realized gains		(1.09	)		(0.77	)		(0.97	)		(0.37	)		—
Total distributions		(1.47	)		(0.77	)		(0.97	)		(0.37	)		—
Net asset value, end of year	$	27.56		$	19.82		$	20.05		$	22.25		$	19.99
Total return (3)		47.88	%		2.47	%		(5.47	)%		13.39	%		17.73	%
Net assets, end of year (000s)	$	15,930		$	12,015		$	18,515		$	26,351		$	24,361

Ratio of expenses to average net assets		2.50	%		2.50	%		2.50	%		2.50	%		2.50	%

Ratio of net investment income (loss) to average net assets		(1.64	)%		1.77	%		(1.11	)%		(1.61	)%		(1.66	)%

Portfolio Turnover Rate		60	%		119	%		108	%		83	%		80	%

(1)

Per share amounts calculated using average shares method, which appropriately presents the per share data for the period.

(2)

Amount represents less than $0.01 per share.

(3)

Total return shown excludes the effect of applicable redemption fees.

See accompanying notes to financial statements.

13D Activist Fund

FINANCIAL HIGHLIGHTS

Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Year Presented

	Class I
	For the Year			For the Year			For the Year			For the Year			For the Year
	Ended			Ended			Ended			Ended			Ended
	September 30, 2021			September 30, 2020			September 30, 2019			September 30, 2018			September 30, 2017

Net asset value, beginning of year	$	20.81		$	20.81		$	22.83		$	20.30		$	17.07
Activity from investment operations:
Net investment income (loss) (1)		(0.17	)		0.54			(0.02	)		(0.13	)		(0.12	)
Net realized and unrealized gain (loss) on investments and foreign currency		10.09			0.23			(1.03	)		3.03			3.35
Total from investment operations		9.92			0.77			(1.05	)		2.90			3.23

Paid-in-Capital from redemption fees (1)		—			—			—			0.00	(2)		0.00	(2)

Less distributions from:
Net investment income		(0.64	)		—			—			—			—
Net realized gains		(1.09	)		(0.77	)		(0.97	)		(0.37	)		—
Total distributions		(1.73	)		(0.77	)		(0.97	)		(0.37	)		—
Net asset value, end of year	$	29.00		$	20.81		$	20.81		$	22.83		$	20.30
Total return (3)		49.32	%		3.52	%		(4.50	)%		14.53	%		18.92	%
Net assets, end of year (000s)	$	228,170		$	152,494		$	259,697		$	309,486		$	224,900

Ratio of expenses to average net assets		1.50	%		1.50	%		1.50	%		1.50	%		1.50	%

Ratio of net investment income (loss) to average net assets		(0.64	)%		2.62	%		(0.11	)%		(0.60	)%		(0.65	)%

Portfolio Turnover Rate		60	%		119	%		108	%		83	%		80	%

(1)

Per share amounts calculated using average shares method, which appropriately presents the per share data for the period.

(2)

Amount represents less than $0.01 per share.

(3)

Total return shown excludes the effect of applicable redemption fees.

See accompanying notes to financial statements.

13D Activist Fund
NOTES TO FINANCIAL STATEMENTS
September 30, 2021

ORGANIZATION

The 13D Activist Fund (the “Fund”) is a non-diversified series of shares of beneficial interest of Northern Lights Fund Trust (the “Trust”), a trust organized under the laws of the State of Delaware on January 19, 2005, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Fund’s investment objective is capital appreciation. The Fund currently offers three classes of shares: Class A, Class C and Class I shares. The Fund’s Class A and Class I commenced operations on December 28, 2011; Class C commenced operations on December 11, 2012. Class A shares are offered at net asset value plus a maximum sales charge of 5.75%. Class C and Class I shares are offered at net asset value. There are no sales charges on reinvested distributions. All classes of shares have equal voting privileges except that each class has exclusive voting rights with respect to its service and/or distribution plans. Fund level income and expenses, and realized and unrealized capital gains and losses are allocated to each class of shares based on their relative assets within the Fund. Class specific expenses are allocated to that share class.

SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services – Investment Companies” and Accounting Standards Update (“ASU”) 2013-08.

Security Valuation – Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the primary exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ at the NASDAQ Official Closing Price. In the absence of a sale, such securities shall be valued at the mean between the current bid and ask prices on the day of valuation. Debt securities (other than short-term obligations) are valued each day by an independent pricing service approved by the Trust’s Board of Trustees (the “Board”) based on methods that include consideration of: yields or prices of securities of comparable quality, coupon, maturity and type, indications as to values from dealers, and general market conditions or market quotations from a major market maker in the securities. Investments valued in currencies other than the U.S. dollar are converted to U.S. dollars using exchange rates obtained from pricing services. The independent pricing service does not distinguish between smaller-sized bond positions known as “odd lots” and larger that the round lot value provided by the independent pricing service reflects fair value of the Fund’s holding. Short-term debt obligations having 60 days or less remaining until maturity, at time of purchase, may be valued at amortized cost. Investments in open-end investment companies are valued at net asset value.

The Fund may hold securities, such as private investments, interests in commodity pools, other non-traded securities or temporarily illiquid securities, for which market quotations are not readily available or are determined to be unreliable. These securities will be valued using the “fair value” procedures approved by the Board. The Board has delegated execution of these procedures to a fair value committee composed of one or more representatives from each of the (i) Trust, (ii) administrator, and (iii) adviser. The committee may also enlist third party consultants such as a valuation specialist at a public accounting firm, valuation consultant or financial officer of a security issuer on an as-needed basis to assist in determining a security-specific fair value. The Board has also engaged a third party valuation firm to attend valuation meetings held by the Trust, review minutes of such meetings and report to the Board on a quarterly basis. The Board reviews and ratifies the execution of this process and the resultant fair value prices at least quarterly to assure the process produces reliable results.

Fair Valuation Process – As noted above, the fair value committee is comprised of one or more representatives from each of the (i) Trust, (ii) administrator, and (iii) adviser. The applicable investments are valued collectively via inputs from each of these groups. For example, fair value determinations are required for the following securities: (i) securities for which market quotations are insufficient or not readily available on a particular business day (including securities for which there is a short and temporary lapse in the provision of a price by the regular pricing source), (ii) securities for which, in the judgment of the adviser, the prices or values available do not represent the fair value of the instrument. Factors which may cause the adviser to make such a judgment include, but are not limited to, the following: only a bid price or an asked price is available; the spread between bid and asked prices is substantial; the frequency of sales; the thinness of the market; the size of reported trades; and actions of the

13D Activist Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2021

securities markets, such as the suspension or limitation of trading; (iii) securities determined to be illiquid; (iv) securities with respect to which an event that will affect the value thereof has occurred (a “significant event”) since the closing prices were established on the principal exchange on which they are traded, but prior to the Fund’s calculation of its net asset value. Specifically, interests in commodity pools or managed futures pools are valued on a daily basis by reference to the closing market prices of each futures contract or other asset held by a pool, as adjusted for pool expenses. Restricted or illiquid securities, such as private investments or non-traded securities are valued via inputs from the adviser based upon the current bid for the security from two or more independent dealers or other parties reasonably familiar with the facts and circumstances of the security (who should take into consideration all relevant factors as may be appropriate under the circumstances). If the adviser is unable to obtain a current bid from such independent dealers or other independent parties, the fair value committee shall determine the fair value of such security using the following factors: (i) the type of security; (ii) the cost at date of purchase; (iii) the size and nature of the Fund’s holdings; (iv) the discount from market value of unrestricted securities of the same class at the time of purchase and subsequent thereto; (v) information as to any transactions or offers with respect to the security; (vi) the nature and duration of restrictions on disposition of the security and the existence of any registration rights; (vii) how the yield of the security compares to similar securities of companies of similar or equal creditworthiness; (viii) the level of recent trades of similar or comparable securities; (ix) the liquidity characteristics of the security; (x) current market conditions; and (xi) the market value of any securities into which the security is convertible or exchangeable.

The Fund utilizes various methods to measure the fair value of all of its investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:

Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access.

Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument in an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following table summarizes the inputs used as of September 30, 2021 for the Fund’s investments measured at fair value:

Assets*	Level 1		Level 2		Level 3		Total
Common Stock	$	251,474,392	$	—	$	—	$	251,474,392
Short-Term Investments		23,059,493		—		—		23,059,493
Total Investments	$	274,533,885	$	—	$	—	$	274,533,885

The Fund did not hold any Level 2 or Level 3 securities during the year.

Refer to the Portfolio of Investments for industry classifications.

Foreign Currency Translations – The accounting records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency, and income receipts and expense payments, are translated into U.S. dollars using the prevailing exchange rate at the London market close. Purchases and sales of securities are translated into U.S. dollars at the contractual currency rates established at the approximate time of the trade.

13D Activist Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2021

Net realized gains and losses on foreign currency transactions represent net gains and losses from currency realized between the trade and settlement dates on securities transactions and the difference between income accrued versus income received. The effects of changes in foreign currency exchange rates on investments in securities are included with the net realized and unrealized gain or loss on investment securities.

Forward Foreign Currency Contracts – As foreign securities are purchased, the Fund generally enters into forward currency exchange contracts in order to hedge against foreign currency exchange rate risks. The market value of the contract fluctuates with changes in currency exchange rates. The contract is marked-to-market daily and the change in market value is recorded by the Fund as an unrealized gain or loss. As foreign securities are sold, a portion of the contract is generally closed and the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Realized gains and losses from contract transactions are included as a component of net realized gains (losses) from forward foreign currency contracts in the Statement of Operations. For the year ended September 30, 2021, the Fund did not have any realized gains and losses on forward foreign currency contracts.

Security Transactions and Related Income – Security transactions are accounted for on the trade date. Interest income is recognized on an accrual basis. Discounts are accreted and premiums are amortized on securities purchased over the lives of the respective securities. Dividend income is recorded on the ex-dividend date. Realized gains or losses from sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

Dividends and Distributions to Shareholders – Dividends from net investment income and distributions from net realized capital gains, if any, are declared and paid annually. Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are considered either temporary (e.g., deferred losses, capital loss carryforwards) or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification. Any such reclassifications will have no effect on net assets, results of operations, or net asset values per share of the Fund.

Federal Income Tax – It is the Fund’s policy to continue to qualify as a regulated investment company by complying with the provisions of Subchapter M of the Internal Revenue Code that are applicable to regulated investment companies and to distribute substantially all of its taxable income and net realized gains to shareholders. Therefore, no federal income tax provision is required.

The Fund recognizes the tax benefits of uncertain tax positions only when the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for the open tax years of 2018 through 2020, or expected to be taken in the Fund’s September 30, 2021 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal, Ohio and foreign jurisdictions where the Fund makes significant investments. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

Expenses – Expenses of the Trust that are directly identifiable to a specific fund are charged to that fund. Expenses, which are not readily identifiable to a specific fund, are allocated in such a manner as deemed equitable (as determined by the Board), taking into consideration the nature and type of expense and the relative sizes of the funds in the Trust.

Indemnification – The Trust indemnifies its officers and Trustees for certain liabilities that may arise from the performance of their duties to the Trust. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnities. The Fund’s maximum exposure under these arrangements

13D Activist Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2021

is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the risk of loss due to these warranties and indemnities appears to be remote.

Market and Geopolitical Risk – The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market. Securities in the Fund may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters, pandemics, epidemics, terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, social and political discord or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. It is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects. Any such event(s) could have a significant adverse impact on the value and risk profile of the Fund. The current novel coronavirus (COVID-19) global pandemic and the aggressive responses taken by many governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines or similar restrictions, as well as the forced or voluntary closure of, or operational changes to, many retail and other businesses, has had negative impacts, and in many cases severe negative impacts, on markets worldwide. It is not known how long such impacts, or any future impacts of other significant events described above, will or would last, but there could be a prolonged period of global economic slowdown, which may impact your investment. Therefore, the Fund could lose money over short periods due to short-term market movements and over longer periods during more prolonged market downturns. During a general market downturn, multiple asset classes may be negatively affected. Changes in market conditions and interest rates can have the same impact on all types of securities and instruments. In times of severe market disruptions you could lose your entire investment.

Management Risk – The net asset value of the Fund changes daily based on the performance of the securities in which it invests. The ability of the Fund to meet its investment objective is directly related to the adviser’s allocation of the Fund’s assets using its activist strategy. The adviser’s objective judgments, based on investment strategy, about the attractiveness and potential appreciation of particular investments in which the Fund invests may prove to be incorrect and there is no guarantee that the adviser’s investment strategy will produce the desired results. The adviser’s activist strategy may result in the Fund’s returns being more volatile than funds that pursue more conservative strategies.

Non-Diversification Risk – The Fund is a non-diversified investment company, which makes the value of the Fund’s shares more susceptible to certain risks than shares of a diversified investment company. The Fund has a greater potential to realize losses upon the occurrence of adverse events affecting a particular issuer. As a non-diversified fund, the Fund may invest greater than 5% of its total assets in the securities of one or more issuers. Because a relatively high percentage of the assets of the Fund may be invested in the securities of a limited number of issuers, the value of shares of the Fund may be more sensitive to any single economic, business, political or regulatory occurrence than the value of shares of a diversified investment company. This fluctuation, if significant, may affect the performance of the Fund.

INVESTMENT TRANSACTIONS

For the year ended September 30, 2021, cost of purchases and proceeds from sales of portfolio securities, other than short-term investments, amounted to $142,420,751 and $159,368,741, respectively.

AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION

At September 30, 2021, the tax cost of investments and unrealized appreciation (depreciation) is as follows:

			Gross Unrealized		Gross Unrealized			Net Unrealized
Fund	Tax Cost		Appreciation		Depreciation			Appreciation
13D Activist Fund	$	195,445,216	$	80,667,572	$	(1,578,903	)	$	79,088,669

13D Activist Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2021

INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES

13D Management LLC (the “Adviser”) serves as the Fund’s investment adviser under an investment advisory agreement with the Trust on behalf of the Fund (the “Advisory Agreement”). The Adviser pays all operating expenses of the Fund, except for the fee payments under the Advisory Agreement, brokerage fees and commissions, indirect costs of investing in other investment companies, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), such extraordinary or non-recurring expenses as may arise, including litigation to which the Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto, and authorized expenses pursuant to Rule 12b-1 under the 1940 Act. Under the terms of the Advisory Agreement, the Fund pays the Adviser a monthly fee calculated at an annual rate of 1.50% of the Fund’s average daily net assets. For the year ended September 30, 2021 the Adviser earned advisory fees of $3,782,729.

The Trust, with respect to the Fund, has adopted the Trust’s Master Distribution and Shareholder Servicing Plans for each of the Class A and Class C shares (the “Plans”), pursuant to Rule 12b-1 of the 1940 Act. Class I does not have a Plan. The Plans provide that a monthly service and/or distribution fee is calculated by the Fund at an annual rate 0.25% and 1.00% of its average daily net assets of Class A and Class C shares, respectively. Pursuant to the Plans, the Fund may compensate the securities dealers or other financial intermediaries, financial institutions, investment advisers, and others for activities primarily intended to result in the sale of Fund shares and for maintenance and personal service provided to existing shareholders. The Plans further provide for periodic payments to brokers, dealers and other financial intermediaries, including insurance companies, for providing shareholder services and for promotional and other sales-related costs. For the year ended September 30, 2021, the Class A and Class C shares incurred distribution fees in the amount of $74,044 and $153,214, respectively.

Ultimus Fund Solutions, LLC (“UFS”) – UFS provides administration, fund accounting, and transfer agent services to the Trust. Pursuant to separate servicing agreements with UFS, the Adviser pays UFS customary fees for providing administration, fund accounting and transfer agency services to the Fund. Certain officers of the Trust are also officers of UFS, and are not paid any fees directly by the Fund for serving in such capacities.

In addition, certain affiliates of UFS provide services to the Fund as follows:

Northern Lights Compliance Services, LLC (“NLCS”) – NLCS, an affiliate of UFS, provides a Chief Compliance Officer to the Trust, as well as related compliance services, pursuant to a consulting agreement between NLCS and the Trust. Under the terms of such agreement, NLCS receives customary fees from the Adviser.

Blu Giant, LLC (“Blu Giant”) – Blu Giant, an affiliate of UFS, provides EDGAR conversion and filing services as well as print management services for the Fund on an ad-hoc basis. For the provision of these services, Blu Giant receives customary fees from the Adviser.

Each Trustee who is not affiliated with the Trust or an adviser to a fund within the Trust receives quarterly fees. For the year ended September 30, 2021, the Trustees received fees in the amount of $14,446, with respect to the Fund, paid by the Adviser.

DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

The tax character of fund distributions paid for the year ended September 30, 2021 and September 30, 2020 was as follows:

	Fiscal Year Ended		Fiscal Year Ended
	September 30, 2021		September 30, 2020
Ordinary Income	$	5,454,856	$	369,089
Long-Term Capital Gain		9,692,777		12,317,453
	$	15,147,633	$	12,686,542

13D Activist Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2021

During the fiscal year ended September 30, 2021, the Fund utilized tax equalization which is the use of earnings and profits distributions to shareholders on redemption of shares as part of the dividends paid deduction for income tax purposes. The Fund utilized equalization in the amount of $1,330,634. Net investment income and net realized gains(losses), as disclosed on the Statements of Operations and net assets were not affected by these reclassifications.

As of September 30, 2021, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed		Undistributed Long-		Unrealized Appreciation/		Total Accumulated
Ordinary Income		Term Gains		(Depreciation)		Earnings/(Deficits)
$	5,024,600	$	19,330,996	$	79,088,131	$	103,443,727

The difference between book basis and tax basis accumulated net realized gains and unrealized appreciation is primarily attributable to the tax deferral of losses on wash sales and adjustments for partnerships. The unrealized appreciation in the table above includes unrealized foreign currency losses of $538.

Permanent book and tax differences, primarily attributable to the tax adjustments for equalization credits, resulted in reclassifications for the Fund for the year ended September 30, 2021 as follows:

		Accumulated
Paid In Capital		Earnings (Losses)
$	1,330,634	$	(1,330,634	)

SUBSEQUENT EVENTS

Subsequent events after the date of the Statement of Assets and Liabilities have been evaluated through the date the financial statements were issued. Management has determined that no events or transactions occurred requiring adjustment or disclosure in the financial statements.

13D Activist Fund

LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)

September 30, 2021

The Fund has adopted and implemented a written liquidity risk management program as required by Rule 22e-4 (the “Liquidity Rule”) under the Investment Company Act. The program is reasonably designed to assess and manage the Fund’s liquidity risk, taking into consideration, among other factors, the Fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions; its short and long-term cash flow projections; and its cash holdings and access to other funding sources.

During the fiscal year ended September 30, 2021 the Trust’s Liquidity Risk Management Program Committee (the “Committee”) reviewed the Fund’s investments and determined that the Fund held adequate levels of cash and highly liquid investments to meet shareholder redemption activities in accordance with applicable requirements. Accordingly, the Committee concluded that (i) the Fund’s liquidity risk management program is reasonably designed to prevent violations of the Liquidity Rule and (ii) the Fund’s liquidity risk management program has been effectively implemented.

Deloitte & Touche LLP

695 Town Center Drive

Suite 1000

Costa Mesa, CA 92626

USA

Tel: 714 436 7100

Fax: 714 436 7200

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

www.deloitte.com

To the shareholders and the Board of Trustees of The Northern Lights Fund Trust

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities, of 13D Activist Fund (the “Fund”), including the portfolio of investments, as of September 30, 2021, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the three years in the period then ended, and the related notes.

In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of September 30, 2021, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended in conformity with accounting principles generally accepted in the United States of America. The financial highlights for each of the two years in the period ended September 30, 2018 for the Fund, were audited by other auditors whose report, dated November 28, 2018, expressed an unqualified opinion on those statements.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of September 30, 2021, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

(-s- Deloitte & Touche LLP)

Deloitte & Touche LLP

Costa Mesa, California

November 23, 2021

We have served as the auditor of one or more 13D Activist Fund investment companies since 2019.

13D Activist Fund

EXPENSE EXAMPLES (Unaudited)

September 30, 2021

As a shareholder of the 13D Activist Fund (the “Fund”), you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases of Class A shares and contingent deferred sales charges on certain sales of Class A and Class C shares; (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period presented below.

Actual Expenses

The “Actual” lines in the table below provide information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The “Hypothetical” lines in the table below provide information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or redemption fees. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning	Ending	Expenses Paid
	Account Value	Account Value	During Period	Fund’s Annualized
Actual	4/1/21	9/30/21	4/1/21-9/30/21*	Expense Ratio
Class A	$1,000.00	$1,044.00	$8.97	1.75%
Class C	$1,000.00	$1,040.00	$12.78	2.50%
Class I	$1,000.00	$1,045.00	$7.69	1.50%

	Beginning	Ending	Expenses Paid
Hypothetical	Account Value	Account Value	During Period	Fund’s Annualized
(5% return before expenses)	4/1/21	9/30/21	4/1/21-9/30/21*	Expense Ratio
Class A	$1,000.00	$1,016.29	$8.85	1.75%
Class C	$1,000.00	$1,012.53	$12.61	2.50%
Class I	$1,000.00	$1,017.55	$7.59	1.50%

Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by the number of days in the period (183) divided by the number of days in the fiscal year (365).

13D Activist Fund

SUPPLEMENTAL INFORMATION (Unaudited)

September 30, 2021

The Trustees and the executive officers of the Trust are listed below with their present positions with the Trust and principal occupations over at least the last five years. The business address of each Trustee and Officer is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246. All correspondence to the Trustees and Officers should be directed to c/o Ultimus Fund Solutions, LLC, P.O. Box 541150, Omaha, Nebraska 68154.

Independent Trustees

Name, Address and Year of Birth	Position/Term of Office*	Principal Occupation During the Past Five Years	Number of Portfolios in Fund Complex** Overseen by Trustee	Other Directorships held by Trustee During the Past Five Years
Mark Garbin Born in 1951	Trustee Since 2013	Managing Principal, Coherent Capital Management LLC (since 2007).	1	Northern Lights Fund Trust (for series not affiliated with the Funds since 2013); Two Roads Shared Trust (since 2012); Forethought Variable Insurance Trust (since 2013); Northern Lights Variable Trust (since 2013); OHA Mortgage Strategies Fund (offshore), Ltd. (2014 -2017); and Altegris KKR Commitments Master Fund (since 2014); Carlyle Tactical Private Credit Fund (since March 2018) and Independent Director OHA CLO Enhanced Equity II Genpar LLP (since June 2021).
Mark D. Gersten Born in 1950	Trustee Since 2013	Independent Consultant (since 2012).	1	Northern Lights Fund Trust (for series not affiliated with the Funds since 2013); Northern Lights Variable Trust (since 2013);Two Roads Shared Trust (since 2012); Altegris KKR Commitments Master Fund (since 2014); previously, Ramius Archview Credit and Distressed Fund (2015-2017); and Schroder Global Series Trust (2012 to 2017).
Anthony J. Hertl Born in 1950	Trustee Since 2005; Chairman of the Board since 2013	Retired, previously held several positions in a major Wall Street firm including Capital Markets Controller, Director of Global Taxation, and CFO of the Specialty Finance Group.	1	Northern Lights Fund Trust (for series not affiliated with the Funds since2005); Northern Lights Variable Trust (since 2006); Alternative Strategies Fund (since 2010); Satuit Capital Management Trust (2007-2019).
Gary W. Lanzen Born in 1954	Trustee Since 2005	Retired (since 2012). Formerly, Founder, President, and Chief Investment Officer, Orizon Investment Counsel, Inc. (2000-2012).	1	Northern Lights Fund Trust (for series not affiliated with the Funds since 2005) Northern Lights Variable Trust (since 2006); AdvisorOne Funds (since 2003); Alternative Strategies Fund (since 2010); and previously, CLA Strategic Allocation Fund (2014-2015).
John V. Palancia Born in 1954	Trustee Since 2011	Retired (since 2011). Formerly, Director of Futures Operations, Merrill Lynch, Pierce, Fenner & Smith Inc. (1975-2011).	1	Northern Lights Fund Trust (for series not affiliated with the Funds since 2011); Northern Lights Fund Trust III (since February 2012); Alternative Strategies Fund (since 2012) and Northern Lights Variable Trust (since 2011).
Mark H. Taylor Born in 1964	Trustee Since 2007; Chairman of the Audit Committee since 2013	Director, Lynn Pippenger School of Accountancy Muma College of Business, University of South Florida, Tampa FL(since 2019); Chair, Department of Accountancy and Andrew D. Braden Professor of Accounting and Auditing, Weatherhead School of Management, Case Western Reserve University (2009-2019); Vice President-Finance, American Accounting Association (2017-2020); President, Auditing Section of the American Accounting Association (2012-15). AICPA Auditing Standards Board Member (2009-2012).	1	Northern Lights Fund Trust (for series not affiliated with the Funds since 2007); Alternative Strategies Fund (since 2010); Northern Lights Fund Trust III (since 2012); and Northern Lights Variable Trust (since 2007).

9/30/21 – NLFT_v2

13D Activist Fund

SUPPLEMENTAL INFORMATION (Unaudited)(Continued)

September 30, 2021

Officers

Name, Address and Year of Birth	Position/Term of Office*	Principal Occupation During the Past Five Years	Number of Portfolios in Fund Complex** Overseen by Trustee	Other Directorships held by Trustee During the Past Five Years
Kevin E. Wolf Born in 1969	President Since June 2017	Vice President, The Ultimus Group, LLC and Executive Vice President, Gemini Fund Services, LLC (since 2019); President, Gemini Fund Services, LLC (2012-2019) Treasurer of the Trust (2006-June 2017); Director of Fund Administration, Gemini Fund Services, LLC (2006 -2012); and Vice-President, Blu Giant, LLC, (2004 -2013).	N/A	N/A
Richard Malinowski Born in 1983	Vice President Since March 2018	Senior Vice President (since 2017); Vice President and Counsel (2016-2017) and Assistant Vice President, Gemini Fund Services, LLC (2012-2016).	N/A	N/A
James Colantino Born in 1969	Treasurer Since June 2017	Assistant Treasurer of the Trust (2006-June 2017); Senior Vice President-Fund Administration, Gemini Fund Services, LLC (since 2012).	N/A	N/A
Stephanie Shearer Born in 1979	SecretarySince February 2017	Assistant Secretary of the Trust (2012-February 2017); Manager of Legal Administration, Gemini Fund Services, LLC (since 2018); Senior Paralegal, Gemini Fund Services, LLC (from 2013-2018); Paralegal, Gemini Fund Services, LLC (2010-2013).	N/A	N/A
Michael J. Nanosky Born in 1966	Chief Compliance Officer Since January 2021	Chief Compliance Officer, of the Trust (since January 2021); Vice President-Senior Compliance Officer, Ultimus Fund Solutions (since 2020); Vice President, Chief Compliance Officer for Williamsburg Investment Trust (2020-current); Senior Vice President-Chief Compliance Officer, PNC Funds (2014-2019).	N/A	N/A

The term of office for each Trustee and officer listed above will continue indefinitely until the individual resigns or is removed.

As of September 30, 2021, the Trust was comprised of 69 active portfolios managed by unaffiliated investment advisers. The term “Fund Complex” applies only to the Funds in the Trust advised by the Fund’s Adviser. The Funds do not hold themselves out as related to any other series within the Trust that is not advised by the Fund’s Adviser.

The Fund’s SAI includes additional information about the Trustees and is available free of charge, upon request, by calling toll-free at 1-877-413-3228.

9/30/21 – NLFT_v2

PRIVACY NOTICE

Northern Lights Fund Trust

Rev. February 2014

FACTS

WHAT DOES NORTHERN LIGHTS FUND TRUST DO WITH YOUR PERSONAL INFORMATION?

Why?

Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some, but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What?

The types of personal information we collect and share depends on the product or service that you have with us. This information can include:

● Social Security number and wire transfer instructions

● account transactions and transaction history

● investment experience and purchase history

When you are no longer our customer, we continue to share your information as described in this notice.

How?

All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Northern Lights Fund Trust chooses to share; and whether you can limit this sharing.

Reasons we can share your personal information:	Does Northern Lights Fund Trust share information?	Can you limit this sharing?
For our everyday business purposes - such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus.	YES	NO
For our marketing purposes - to offer our products and services to you.	NO	We don’t share
For joint marketing with other financial companies.	NO	We don’t share
For our affiliates’ everyday business purposes - information about your transactions and records.	NO	We don’t share
For our affiliates’ everyday business purposes - information about your credit worthiness.	NO	We don’t share
For nonaffiliates to market to you	NO	We don’t share

QUESTIONS?

Call 1-402-493-4603

PRIVACY NOTICE

Northern Lights Fund Trust

Page 2

What we do:

How does Northern Lights Fund Trust protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.

Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.

How does Northern Lights Fund Trust collect my personal information?

We collect your personal information, for example, when you

● open an account or deposit money

● direct us to buy securities or direct us to sell your securities

● seek advice about your investments

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?

Federal law gives you the right to limit only:

● sharing for affiliates’ everyday business purposes – information about your creditworthiness.

● affiliates from using your information to market to you.

● sharing for nonaffiliates to market to you.

State laws and individual companies may give you additional rights to limit sharing.

Definitions
Affiliates	Companies related by common ownership or control. They can be financial and nonfinancial companies. ● Northern Lights Fund Trust does not share with its affiliates.
Nonaffiliates	Companies not related by common ownership or control. They can be financial and nonfinancial companies. ● Northern Lights Fund Trust does not share with nonaffiliates so they can market to you.
Joint marketing	A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ● Northern Lights Fund Trust doesn’t jointly market.

PROXY VOTING POLICY

Information regarding how the Fund voted proxies relating to portfolio securities for the most recent twelve month period ended June 30 as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies is available without charge, upon request, by calling 1-877-413-3228 or by referring to the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

PORTFOLIO HOLDINGS

The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT, within sixty days after the end of the period. Form N-PORT reports are available at the SEC’s website at www.sec.gov.

INVESTMENT ADVISER

13D Management LLC

152 West 57th Street, 41st Floor

New York, NY 10019

ADMINISTRATOR

Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, OH 45246

13DAF-AR21

a) Include a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1).

(b) Include a copy of each notice transmitted to stockholders in reliance on Rule 30e-3 under the Act (17 CFR 270.30e-3) that contains disclosures specified by paragraph (c)(3) of that rule. Not applicable

Item 2. Code of Ethics.

(a) As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

(b) For purposes of this item, “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote:

(1)

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2)

Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;

(3) Compliance with applicable governmental laws, rules, and regulations;

(4)

The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

(5) Accountability for adherence to the code.

(c) Amendments: During the period covered by the report, there have not been any amendments to the provisions of the code of ethics.

(d) Waivers: During the period covered by the report, the registrant has not granted any express or implicit waivers from the provisions of the code of ethics.

(e) The Code of Ethics is not posted on Registrant’ website.

(f) A copy of the Code of Ethics is attached as an exhibit.

Item 3. Audit Committee Financial Expert.

(a) The Registrant’s board of trustees has determined that Anthony J. Hertl, Mark H. Taylor and Mark Gersten are audit committee financial experts, as defined in Item 3 of Form N-CSR. Anthony J. Hertl, Mark H. Taylor and Mark Gersten are independent for purposes of this Item 3.

Item 4. Principal Accountant Fees and Services.

(a)

Audit Fees

2021 - $15,380

2020 - $15,380

2019 - $15,000

2018 - $15,000

2017 - $14,700

2016 - $14,700

(b)

Audit-Related Fees

2021 - None

2020 - None

2019 - None

2018 - None

2017 - None

2016 - None

(c)

Tax Fees

2021 - $3,200

2020 - $3,200

2019 - $3,100

2018 - $2,200

2017 - $2,200

2016 - $2,200

Preparation of Federal & State income tax returns, assistance with calculation of required income, capital gain and excise distributions and preparation of Federal excise tax returns.

(d)

All Other Fees

2021 - None

2020 - None

2019 - None

2018 - None

2017 - None

2016 - None

(e)

(1) Audit Committee’s Pre-Approval Policies

The registrant’s Audit Committee is required to pre-approve all audit services and, when appropriate, any non-audit services (including audit-related, tax and all other services) to the registrant. The registrant’s Audit Committee also is required to pre-approve, when appropriate, any non-audit services (including audit-related, tax and all other services) to its adviser, or any entity controlling, controlled by or under common control with the adviser that provides ongoing services to the registrant, to the extent that the services may be determined to have an impact on the operations or financial reporting of the registrant. Services are reviewed on an engagement by engagement basis by the Audit Committee.

(2)

Percentages of Services Approved by the Audit Committee

2016 2017 2018 2019 2020 2021

Audit-Related Fees: 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Tax Fees: 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

All Other Fees: 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

(f)

During the audit of registrant's financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant's engagement were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

(g)

The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant:

2021 - None

2020 - None

2019 - None

2018 - None

2017 - None

2016 - None

(h) The registrant's audit committee has considered whether the provision of non-audit services to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant, that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the principal accountant's independence.

Item 5. Audit Committee of Listed Companies. Not applicable to open-end investment companies.

Item 6. Schedule of Investments. Schedule of investments in securities of unaffiliated issuers is included under Item 1.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds. Not applicable to open-end investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies. Not applicable to open-end investment companies.

Item 9. Purchases of Equity Securities by Closed-End Funds. Not applicable to open-end investment companies.

Item 10. Submission of Matters to a Vote of Security Holders. None

Item 11. Controls and Procedures.

(a) Based on an evaluation of the Registrant’s disclosure controls and procedures as of a date within 90 days of filing date of this Form N-CSR, the principal executive officer and principal financial officer of the Registrant have concluded that the disclosure controls and procedures of the Registrant are reasonably designed to ensure that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported by the filing date, including that information required to be disclosed is accumulated and communicated to the Registrant’s management, including the Registrant’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) There were no significant changes in the Registrant’s internal control over financial reporting that occurred during the Registrant’s last fiscal half-year that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. Not applicable

Item 13. Exhibits.

(a)(1) Code of Ethics filed herewith.

(a)(2) Certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 (and Item 11(a)(2) of Form N-CSR) are filed herewith.

(a)(3) Not applicable for open-end investment companies.

(b)

Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 (and Item 11(b) of Form N-CSR) are filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Northern Lights Fund Trust

By (Signature and Title)

/s/ Kevin E. Wolf

Kevin E. Wolf, Principal Executive Officer/President

Date 12/1/21

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)

/s/ Kevin E. Wolf

Kevin E. Wolf, Principal Executive Officer/President

Date 12/1/21

By (Signature and Title)

/s/ James Colantino

James Colantino, Principal Financial Officer/Treasurer

Date 12/1/21

CERTIFICATIONS

I, Kevin E. Wolf, certify that:

1. I have reviewed this report on Form N-CSR of the 13D Activist Fund (a series of Northern Lights Fund Trust);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 12/1/21 /s/Kevin E. Wolf

Kevin E. Wolf

Principal Executive Officer/President

I, James Colantino, certify that:

1. I have reviewed this report on Form N-CSR of the 13D Activist Fund (a series of Northern Lights Fund Trust);

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 12/1/21 /s/James Colantino

James Colantino

Principal Financial Officer/Treasurer

certification

Kevin E. Wolf, Principal Executive Officer/President, and James Colantino, Principal Financial Officer/Treasurer of Northern Lights Fund Trust (the “Registrant”), each certify to the best of his knowledge that:

1. The Registrant’s periodic report on Form N-CSR for the period ended September 30, 2021 (the “Form N-CSR”) fully complies with the requirements of Sections 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Principal Executive Officer/President Principal Financial Officer/Treasurer

Northern Lights Fund Trust Northern Lights Fund Trust

/s/Kevin E. Wolf /s/James Colantino

Kevin E. Wolf James Colantino

Date: 12/1/21 Date: 12/1/21

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Northern Lights Fund Trust and will be retained by the Northern Lights Fund Trust and furnished to the Securities and Exchange Commission (the “Commission”) or its staff upon request.

This certification is being furnished to the Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR filed with the Commission.

Northern Lights Fund Trust and the Northern Lights Variable Trust

CODE OF ETHICS

February 19, 2007

Northern Lights Fund Trust and the Northern Lights Variable Trust (the “Trusts”) and each of its series (the “Funds”) has adopted this Code of Ethics (the “Code”) in order to set forth guidelines and procedures that promote ethical practices and conduct by all of its Access Persons and to ensure that all Access Persons comply with the federal securities laws. Although this Code contains a number of specific standards and policies, there are four key principles embodied throughout the Code.

THE INTERESTS OF THE FUNDS MUST ALWAYS BE PARAMOUNT

Access Persons have a legal, fiduciary duty to place the interests of the Funds ahead of their own. In any decision relating to their personal investments, Access Persons must scrupulously avoid serving their own interests ahead of those of Trusts.

Access Persons may not take advantage of their relationship with the Funds

Access Persons should avoid any situation (unusual investment opportunities, perquisites and accepting gifts of more than token value from persons seeking to do business with the Funds) that might compromise, or call into question, the exercise of their fully independent judgment in the interests of the Funds.

All Personal Securities Transactions should avoid any actual, potential, or apparent conflicts of interest

Although all Personal Securities Transactions by Access Persons must be conducted in a manner consistent with this Code, the Code itself is based on the premise that Access Persons owe a fiduciary duty to the Funds, and should avoid any activity that creates an actual, potential, or apparent conflict of interest. This includes executing transactions through or for the benefit of a third party when the transaction is not in keeping with the general principles of this Code.

Access Persons must adhere to these general principles as well as comply with the specific provisions of this Code. Technical compliance with the Code and its procedures will not automatically prevent scrutiny of trades that show a pattern of abuse of an individual’s fiduciary duty to the Funds.

Access Persons must comply with all applicable laws

In both work-related and personal activities, Access Persons must comply with all applicable laws, including the federal securities laws.

Any violations of this Code should be reported promptly to the Chief Compliance Officer or his designee. Failure to do so will be deemed a violation of the Code.

DEFINITIONS

“Access Person” shall have the same meaning as set forth in Rule 17j-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) and shall include:

all officers and trustees (or persons occupying a similar status or performing a similar function) of the Funds;

all officers and trustees (or persons occupying a similar status or performing a similar function) of the Advisers with respect to its corresponding series of the Trusts

any employee of the Trusts or the Advisers (or of any company controlling or controlled by or under common control with the Trusts or the Advisers) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by the Funds, or whose functions relate to the making of any recommendations with respect to the purchase or sale; and

any other natural person controlling, controlled by or under common control with the Trusts or the Advisers who obtains information concerning recommendations made to the Funds with regard to the purchase or sale of Covered Securities by the Funds.

“Beneficial Ownership” means in general and subject to the specific provisions of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, having or sharing, directly or indirectly, through any contract arrangement, understanding, relationship, or otherwise, a direct or indirect “pecuniary interest” in the security.

“Chief Compliance Officer” means the Code of Ethics Compliance Officer of the Trusts with respect to Trustees and officers of the Trusts, or the CCO of the Advisers with respect to Advisers personnel.

“Code” means this Code of Ethics.

“Covered Security” means any Security, except (i) direct obligations of the U.S. Government, (ii) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, and (iii) shares issued by open-end mutual Funds.

“Decision Making Access Person” means any Access Person who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a security by the Funds, or whose functions relate to the making of any recommendations with respect to such purchases or sales. Decision Makers typically are Advisers personnel.

“Funds” means series of the Trusts.

“Immediate family” means an individual’s spouse, child, stepchild, grandchild, parent, stepparent, grandparent, siblings, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and should include adoptive relationships. For purposes of determining whether an Access Person has an “indirect pecuniary interest” in securities, only ownership by “immediate family” members sharing the same household as the Access Person will be presumed to be an “indirect pecuniary interest” of the Access Person, absent special circumstances.

“Independent Trustees” means those Trustees of the Trusts that would not be deemed an “interested person” of the Trusts, as defined in Section 2(a)(19)(A) of the 1940 Act.

“Indirect Pecuniary Interest” includes, but is not limited to: (a) securities held by members of the person’s Immediate Family sharing the same household (which ownership interest may be rebutted); (b) a general partner’s proportionate interest in Fund securities held by a general or limited partnership; (c) a person’s right to dividends that is separated or separable from the underlying securities (otherwise, a right to dividends alone will not constitute a pecuniary interest in securities); (d) a person’s interest in securities held by a Trusts; (e) a person’s right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable; and (f) a performance-related fee, other than an asset based fee, received by any broker, dealer, bank, insurance company, investment company, investment manager, Trustee, or person or entity performing a similar function, with certain exceptions.

“Pecuniary Interest” means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in securities.

“Personal Securities Transaction” means any transaction in a Covered Security in which an Access Person has a direct or indirect Pecuniary Interest.

“Purchase or Sale of a Security” includes the writing of an option to purchase or sell a Security. A Security shall be deemed “being considered for Purchase or Sale” for the Trusts when a recommendation to purchase or sell has been made and communicated by a Decision Making Access Person, and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation. These recommendations are placed on the “Restricted List” until they are no longer being considered for Purchase or Sale, or until the Security has been purchased or sold.

“Restricted List” means the list of securities maintained by the Chief Compliance Officer in which trading by Access Persons is generally prohibited.

“Security” means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-Trusts certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-Trusts certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, or, in general, an interest or instrument commonly know as “security”, or any certificate or interest or participation in temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase (including options) any of the foregoing.

“Advisers” means the Advisers to the Trusts.

“Trusts” mean Northern Lights Fund Trust and the Northern Lights Variable Trust.

PROHIBITED ACTIONS AND ACTIVITIES

No Access Person shall purchase or sell directly or indirectly, any Covered Security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership and which he or she knows or should have known at the time of such purchase or sale;

(1)

is being considered for purchase or sale by a Fund, or

(2)

is being purchased or sold by a Fund.

Decision-Making Access Persons may not participate in any initial public offering of Covered Securities in any account over which they exercise Beneficial Ownership. All other Access Persons must obtain prior written authorization from the Chief Compliance Officer or his designee prior to such participation;

No Access Person may purchase a Covered Security in which by reason of such transaction they acquire Beneficial Ownership in a private placement of a Security, without prior written authorization of the acquisition by the Chief Compliance Officer or his designee;

Access Persons may not accept any fee, commission, gift, or services, other than de minimus gifts, from any single person or entity that does business with or on behalf of the Trusts;

Decision-Making Access Persons may not serve on the board of directors of a publicly traded company without prior authorization from the Chief Compliance Officer or his designee based upon a determination that such service would be consistent with the interests of the Trusts. If such service is authorized, procedures will then be put in place to isolate such Decision-Making Access Persons serving as directors of outside entities from those making investment decisions on behalf of the Trusts.

Advanced notice should be given so that the Trusts or Advisers may take such action concerning the conflict as deemed appropriate by the Chief Compliance Officer or his designee.

Decision-Making Access Person may not execute a Personal Securities Transaction involving a Covered Security without authorization of the Chief Compliance Officer or such persons who may be designated by the Chief Compliance Officer from time to time.

It shall be a violation of this Code for any Access Person, in connection with the purchase or sale, directly or indirectly, of any Covered Security held or to be acquired by a Fund:

to employ any device, scheme or artifice to defraud the Trusts;

to make to the Trusts any untrue statement of a material fact or to omit to state to the Trusts a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

to engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Trusts; or

to engage in any manipulative practice with respect to the Trusts.

EXEMPTED TRANSACTIONS

The provisions described above under the heading Prohibited Actions and Activities and the preclearance procedures under the heading Preclearance of Personal Securities Transactions do not apply to:

Purchases or Sales of Securities effected in any account in which an Access Person has no Beneficial Ownership;

Purchases or Sales of Securities which are non-volitional on the part the Access Person (for example, the receipt of stock dividends);

Purchase of Securities made as part of automatic dividend reinvestment plans;

Purchases of Securities made as part of an employee benefit plan involving the periodic purchase or company stock or mutual Funds; and

Purchases of Securities effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent such rights were acquired from such issuer, and sale of such rights so acquired.

PRECLEARANCE OF PERSONAL SECURITIES TRANSACTIONS

All Decision-Making Access Persons wishing to engage in a Personal Securities Transaction must obtain prior authorization of any such Personal Securities Transaction from the Chief Compliance Officer or such person or persons that the Chief Compliance Officer may from time to time designate to make such authorizations. Personal Securities Transactions by the Chief Compliance Officer shall require prior authorization from the President or Chief Executive Officer of the Trusts (unless such person is also the Chief Compliance Officer), who shall perform the review and approval functions relating to reports and trading by the Chief Compliance Officer. The Trusts shall adopt the appropriate forms and procedures for implementing this Code of Ethics.

Any authorization so provided is effective until the close of business on the fifth trading day after the authorization is granted. In the event that an order for the Personal Securities Transaction is not placed within that time period, a new authorization must be obtained. If the order for the transaction is placed but not executed within that time period, no new authorization is required unless the person placing the order originally amends the order in any manner. Authorization for “good until canceled” orders is effective unless the order conflicts with a Trusts order.

If a person wishing to effect a Personal Securities Transaction learns, while the order is pending, that the same Security is being considered for Purchase or Sale by a Fund, such person shall cancel the trade.

REPORTING AND MONITORING

The Chief Compliance Officer or such person or persons that the Chief Compliance Officer may from time to time designate shall monitor all personal trading activity of all Access Persons pursuant to the procedures established under this Code.

Disclosure of Personal Brokerage Accounts

Within ten days of the commencement of employment or at the commencement of a relationship with the Trusts, all Access Persons, except Independent Trustees, are required to submit to the Chief Compliance Officer or his designee a report stating the names and account numbers of all of their personal brokerage accounts, brokerage accounts of members of their Immediate Family, and any brokerage accounts which they control or in which they or an Immediate Family member has Beneficial Ownership. Such report must contain the date on which it is submitted and the information in the report must be current as of a date no more than 45 days prior to that date. In addition, if a new brokerage account is opened during the course of the year, the Chief Compliance Officer or his designee must be notified immediately.

The information required by the above paragraph must be provided to the Chief Compliance Officer or his designee on an annual basis, and the report of such should be submitted with the annual holdings reports described below.

Each of these accounts is required to furnish duplicate confirmations and statements to the Chief Compliance Officer or his designee. These statements and confirms for each series of the Trusts may be sent to the Advisers.

INITIAL HOLDINGS REPORT

Within ten days of becoming an Access Person (and with information that is current as of a date no more than 45 days prior to the date that the report was submitted), each Access Person, except Independent Trustees must submit a holdings report that must contain, at a minimum, the title and type of Security, and as applicable, the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Covered Security in which the Access Person has any direct or indirect Beneficial Ownership. This report must state the date on which it is submitted.

ANNUAL HOLDINGS REPORTS

All Access Persons, except Independent Trustees, must supply the information that is required in the initial holdings report on an annual basis, and such information must be current as of a date no more than 45 days prior to the date that the report was submitted. Such reports must state the date on which they are submitted.

QUARTERLY TRANSACTION REPORTS

All Access Persons shall report to the Chief Compliance Officer or his designee the following information with respect to transactions in a Covered Security in which such person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership in the Covered Security:

The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and the principal amount of each Covered Security;

The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

The price of the Covered Security at which the transaction was effected; and

The name of the broker, dealer, or bank with or through whom the transaction was effected.

The date the Access Person Submits the Report.

Reports pursuant to this section of this Code shall be made no later than 30 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall include a certification that the reporting person has reported all Personal Securities Transactions required to be disclosed or reported pursuant to the requirements of this Code. Confirmations and Brokerage Statements sent directly to each Adviser’s address noted above is an acceptable form of a quarterly transaction report.

An Independent Trustee need only make a quarterly transaction report if he or she, at the time of the transaction, knew, or in the ordinary course of fulfilling his or her official duties as a Trustee, should have known that during the 15-day period immediately preceding or following the date of the transaction by the Independent Trustee, the Covered Security was purchased or sold by a Fund or was considered for purchase or sale by a Fund.

ENFORCEMENTS AND PENALTIES

The Chief Compliance Officer or his designee shall review the transaction information supplied by Access Persons. If a transaction appears to be a violation of this Code, the transaction will be reported to the Trusts Board of Trustees.

Upon being informed of a violation of this Code, the Trusts Board of Trustees may impose sanctions as it deems appropriate, including but not limited to, a letter of censure or suspension, termination of the employment of the violator, or a request for disgorgement of any profits received from a securities transaction effected in violation of this Code. The Trusts shall impose sanctions in accordance with the principle that no Access Person may profit at the expense of its clients. Any losses are the responsibility of the violator. Any profits realized on personal securities transactions in violation of the Code must be disgorged in a manner directed by the Board of Trustees.

Annually, the Chief Compliance Officer at each regular meeting of the Board shall issue a report on Personal Securities Transactions by Access Person. The report submitted to the board shall:

Summarize existing procedures concerning Personal Securities investing and any changes in the procedures made during the prior year;

Identify any violations of this Code and any significant remedial action taken during the prior year; and;

Identify any recommended changes in existing restrictions or procedures based upon the experience under the Code, evolving industry practices or developments in applicable laws and regulations.

ACKNOWLEDGMENT

The Trusts must provide all Access Persons with a copy of this Code. Upon receipt of this Code, all Access Persons must do the following:

All new Access Persons must read the Code, complete all relevant forms supplied by the Chief Compliance Officer or his designee (including a written acknowledgement of their receipt of the Code), and schedule a meeting with the Chief Compliance Officer or his designee to discuss the provisions herein within two calendar weeks of employment.

Existing Access Persons who did not receive this Code upon hire, for whatever reason, must read the Code, complete all relevant forms supplied by the Chief Compliance Officer or his designee (including a written acknowledgement of their receipt of the Code), and schedule a meeting with the Chief Compliance Officer or his designee to discuss the provisions herein at the earliest possible time, but no later than the end of the current quarter.

All Access Persons must certify on an annual basis that they have read and understood the Code.

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