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NORTHERN LIGHTS FUND TRUST I, II, III,IV and NORTHERN LIGHTS VARIABLE TRUST

James Colantino

Treasurer

Direct Telephone: (631) 470-2603

Fax: (631) 470-2701

E-mail: jcolantino@ultimusfundsolutions.com

January 24, 2020

VIA EDGAR (Correspondence Filing)

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn : Christina DiAngelo Fettig

(202) 551-6983

RE:	Northern Lights Fund Trust I, II, III, IV and Northern
Lights Variable Trust (the “Registrants”)

File Nos. 333-122917; 811-21720 (NLFT)

    13D Activist Fund
    9/30/2018

    Altegris Futures Evolution Strategy Fund
    6/30/2018

    Altegris GSA Trend Strategy Fund
    6/30/2018

    Altegris Managed Futures Strategy Fund
    6/30/2018

    Altegris/AACA Opportunistic Real Estate Fund
    12/31/2018

    Altegris/AACA Real Estate Income Fund
    12/31/2018

    Ascendant Deep Value Bond Fund
    9/30/2018

    Ascendant Tactical Yield Fund
    9/30/2018

    Astor Dynamic Allocation Fund
    7/31/2018

    Astor Macro Alternative Fund
    7/31/2018

    Astor Sector Allocation Fund
    7/31/2018

    Beech Hill Total Return Fund
    12/31/2018

    BTS Tactical Fixed Income Fund
    12/31/2018

    Changing Parameters Fund
    7/31/2018

    CMG Mauldin Solutions Core Fund
    4/30/2018

    CMG Tactical All Asset Strategy Fund
    4/30/2018

    CMG Tactical Bond Fund
    4/30/2018

    Deer Park Total Return Credit Fund
    9/30/2018

    Equinox MutualHedge Futures Strategy Fund
    9/30/2018

    Grant Park Absolute Return Fund
    9/30/2018

    Grant Park Multi Alternatives Strategy Fund
    9/30/2018

    KCM Macro Trends Fund
    4/30/2018

    Leader Floating Rate Fund
    5/31/2018

    Leader Short Duration Bond Fund
    5/31/2018

    Leader Total Return Fund
    5/31/2018

    Navigator Duration Neutral Bond Fund
    9/30/2018

    Navigator Equity Hedged Fund
    9/30/2018

    Navigator Sentry Managed Volatility Fund
    9/30/2018

    Navigator Tactical Fixed Income Fund
    9/30/2018

    Patriot Balanced Fund
    9/30/2018

    Patriot Fund
    9/30/2018

    Power Dividend Index Fund
    6/30/2018

    Power Dividend Mid-Cap Index Fund
    6/30/2018

    Power Floating Rate Index Fund
    6/30/2018

    Power Income Fund
    6/30/2018

    Power Momentum Index Fund
    6/30/2018

    Probabilities Fund
    9/30/2018

    Sierra Tactical All Asset Fund
    9/30/2018

    Sierra Tactical Core Income Fund
    9/30/2018

    The Biondo Focus Fund
    12/31/2018

    The FX Strategy Fund
    12/31/2018

    TransWestern Institutional Short Duration Government Bond Fund
    12/31/2018

File Nos. 333-174926; 811-22549 (NLFT II)

    Al Frank Fund
    12/31/2018

    Balter European L/S Small Cap Fund
    10/31/2018

    Balter Invenomic Fund
    10/31/2018

    Balter L/S Small Cap Equity Fund
    10/31/2018

    Linde Hansen Contrarian Value Fund
    11/30/2018

    North Star Bond Fund
    11/30/2018

    North Star Dividend Fund
    11/30/2018

    North Star Micro Cap Fund
    11/30/2018

    North Star Opportunity Fund
    11/30/2018

    Orchard Small Cap Value Fund
    11/30/2018

File Nos. 333-178833; 811-22655 (NLFT III)

    Absolute Capital Asset Allocator Fund
    9/30/2018

    Absolute Capital Defender Fund
    9/30/2018

    Boyd Watterson Limited Duration Enhanced Fixed Income Fund
    6/30/2018

    Good Harbor Tactical Core US Fund
    9/30/2018

    Good Harbor Tactical Select Fund
    9/30/2018

    HCM Dividend Sector Plus Fund
    6/30/2018

    HCM Income Plus Fund
    6/30/2018

    HCM Tactical Growth Fund
    6/30/2018

    Leland Currency Strategy Fund
    9/30/2018

    Leland Real Asset Opportunities Fund
    9/30/2018

    Leland Thomson Reuters Private Equity Index Fund
    9/30/2018

    Leland Thomson Reuters Venture Capital Index Fund
    9/30/2018

    Marathon Value Portfolio
    9/30/2018

    Persimmon Long Short Fund
    9/30/2018

    Pinnacle Sherman Multi-Strategy Core Fund
    9/30/2018

    Pinnacle Sherman Tactical Allocation Fund
    3/31/2018

    RESQ Dynamic Allocation Fund
    9/30/2018

    RESQ Strategic Income Fund
    9/30/2018

    The Covered Bridge Fund
    9/30/2018

    The Teberg Fund
    3/31/2018

File Nos. 333-204808; 811-23066 (NLFT IV)

    Anchor Tactical Credit Strategies Fund
    8/31/2018

    Anchor Tactical Equity Strategies Fund
    8/31/2018

    Anchor Tactical Municipal Strategies Fund
    8/31/2018

    Anchor Tactical Real Estate Fund
    8/31/2018

    Main Buy Write Fund
    11/30/2018

    Moerus Worldwide Value Fund
    11/30/2018

File Nos. 333-131820; 811-21853 (NLVT)

    BTS Tactical Fixed Income VIT Fund
    12/31/2018

    TOPS Aggressive Growth ETF Portfolio
    12/31/2018

    TOPS Balanced ETF Portfolio
    12/31/2018

    TOPS Conservative ETF Portfolio
    12/31/2018

    TOPS Growth ETF Portfolio
    12/31/2018

    TOPS Managed Risk Balanced ETF Portfolio
    12/31/2018

    TOPS Managed Risk Flex ETF Portfolio
    12/31/2018

    TOPS Managed Risk Growth ETF Portfolio
    12/31/2018

    TOPS Managed Risk Moderate Growth ETF Portfolio
    12/31/2018

    TOPS Moderate Growth ETF Portfolio
    12/31/2018

Dear Christina:

On behalf of the Registrant,
this letter responds to the comments you provided to James Colantino with respect to the above-referenced Trusts. Your comments
are set forth below, and each is followed by the Registrant’s response.

NLFT- Sierra Tactical All Asset Fund; NLFT II- North
Star Micro Cap Fund, North Star Dividend Fund, Linde Hansen Contrarian Value Fund

        Comment 1:

    The Funds changed their primary benchmark index from the one used for the immediately preceding fiscal year. Please explain why the appropriate disclosures in accordance with Instruction 7 to Item 27 (b)(7)(ii)  of Form N-1A were not included.

    Response:
    With the exception of the Linde Hansen Contrarian Value Fund, which was an oversight, both the new and old benchmarks were included in the performance tables of the financial statements issued immediately following such change.  As in the case with the Sierra Tactical All Asset Fund prospectus dated January 28, 2019, the reason for the change in benchmark is typically included in the prospectus issued following such change.  In addition to the prospectus, going forward we will also include the reason for the change in the financial statements.

NLFT- Astor Macro Alternative Fund, Navigator Tactical Fixed
Income Fund, Grant Park Absolute Return Fund, Biondo Focus Fund, Leader Short Duration Bond Fund, Leader Total Return Fund; NLFT
II- Balter European L/S Small Cap Fund; NLFT III- Persimmon Long Short Fund; NLVT- TOPS Managed Risk Balanced
ETF Portfolio, TOPS Managed Risk Growth ETF Portfolio, TOPS Managed Risk Moderate Growth ETF Portfolio, TOPS Managed Risk FLEX
ETF Portfolio

        Comment 2:

    The Management Discussion of Fund Performance (MDFP) should include a discussion of derivative exposure and its impact on performance of the Fund during the period, if material.

    Response:
    Management will work with the respective Distributors to review letters for compliance with disclosure requirements.  Additionally, there will be an undertaking to reeducate investment advisers on all requirements of the MDFP.

NLFT- Sierra Tactical All Asset Fund, Altegris GSA Trends
Strategy Fund

        Comment 3:

    Please explain how the Fund’s benchmark is considered an appropriate broad based securities market index for the Fund?

    Response:

        In the case of Sierra, the Fund is using a
        Morningstar category consisting of other mutual funds with similar investment objectives. The Adviser is currently reviewing alternatives
        for its primary index while having a Morningstar category as a secondary index.

        The primary benchmark for Altegris GSA Trends
        Strategy Fund, as disclosed in the October 29, 2018 prospectus and the June 30, 2019 annual report, is the BofA Merrill Lynch 3-Month
        Treasury Bill Index. The June 30, 2018 annual report disclosed this index in the MDFP but not in the performance table and Growth
        of $10,000 Chart. The SG Trend Index serves as a secondary index.

NLFT III- Good Harbor Tactical Select Fund, Absolute Capital
Asset Allocator Fund, Absolute Capital Defender Fund

        Comment 4:

    The MDFP should include factors that materially affected performance during the most recent fiscal year, including the relevant market factors and the investment strategies and techniques used by the Fund’s investment adviser.  Please explain how the Fund will address the Form requirements.

    Response:
    Management will work with the respective Distributors to review letters for compliance with disclosure requirements.  Additionally, there will be an undertaking to reeducate investment advisers on all requirements of the MDFP via a webinar training session.

NLFT- Patriot Fund, Patriot Balanced Fund; NLFT III-
Persimmon Long Short Fund; General Comment

        Comment 5:

        Please ensure that all funds
        present the line graph based on the class’ minimum initial investment if greater than $10,000.

    Response:
    The Registrant will review all Funds to confirm that future line graphs are properly presented to conform to the requirements of Form N-1A and use the  minimum initial investment of the share class if greater than $10,000.

NLFT- Leader Total Return Fund

        Comment 6:

        Please explain the following statement in the MDFP shareholder letter
        of the Fund: “We remain tactical in our exposure to treasuries and duration; the Funds currently have little to no exposure
        to government securities right now.” We note that the Fund has 17.9% invested in the Federated Treasury Obligations Fund.

    Response:
    The above comment regarding exposure to government securities was specific to those subject to duration.   The Adviser does not consider the underlying investments of US Treasury Bonds and Repurchase Agreements held by the Federated Treasury Obligations Fund to be duration exposed government securities due to their short-term nature  The Adviser will be more specific in future disclosures to avoid any misinterpretation.

NLFT- Ascendant Tactical Yield Fund, Ascendant Deep Value
Bond Fund

        Comment 7:

    The shareholder letter for each of the Funds include forward looking statements.  Please explain why the cautionary disclosures related to forward looking statements were not included in accordance with Section 27A of the 33 Act.

    Response:

        Going forward disclosures relating to forward looking statements
        will be included to the extent applicable.

NLFT- Altegris/AACA Opportunistic Real Estate Fund; NLFT
II- Al Frank Fund; NLFT IV- Anchor Tactical Municipal Strategies Fund and Anchor Tactical Real Estate Fund

        Comment 8:

    We note tax return of capital distributions in the Notes to Financial Statements, however, the tax return of capital was not disclosed separately in the Statement of Changes in Net Assets or the Financial Highlights table. Please explain.

    Response:
    In each case the auditors did not deem the tax return of capital a material amount, either based on percentage of the total distribution or relative to the fund net assets, to warrant a change to the financial statements.

NLFT- Probabilities Fund, Deer Park Total Return Credit Fund

        Comment 9:

        Please confirm that the Fund has complied with the shareholder notice
        requirements pursuant to Rule 19a-1 regarding its return of capital.

    Response:
    Deer Park Total Return Credit Fund issues 19a-1 notices to its shareholders on a quarterly basis.  Probabilities Fund distributes on an annual basis with the intent of distributing from its earnings and profits.  The return of capital designation resulted from tax adjustments for distributions of underlying investments determined after the end of the fiscal year in connection with the preparation of the tax provision.

NLFT- Sierra Tactical Core Income Fund, Equinox MutualHedge
Futures Strategy Fund

        Comment 10:

    It appears as if the recapture of previously waived expenses caused the expense limit to exceed the expense limit in effect at the time of the waiver/recapture during a previous year.  Please explain.

    Response:

        In the case of Equinox MutualHedge, the amount of expense reimbursement
        recapture reported in fiscal year 2018 was calculated properly, however misreported in the footnotes as being applied to amounts
        expiring in 2018 instead of 2019 and 2020. Such amounts related to expense reimbursements incurred during fiscal year end 2016
        subsequent to the increase in the expense caps in August 2016. The tables in the footnotes reporting any remaining amounts subject
        to recapture along with amounts expired by fiscal year will be reported correctly going forward.

        Sierra Tactical Core Income Fund increased expense caps for Class
        A, C and I by 0.05% during fiscal year 2017. Only Class R, which did not have a change to its expense cap, recaptured prior period
        expense reimbursements during the fiscal year end 2017. Classes A, C, I and Y had a small amount of fees waived for the same period
        that were not material enough to impact the expense ratios.

        In neither of the above instances did the Adviser recapture amounts
        that they were not entitled to based on the expense limit in effect at the time of the original waiver/reimbursement during the
        prior period.

NLFT- Patriot Balanced Fund

        Comment 11:

    Was a sales load paid by the Fund for its investment in Class A shares of the affiliated Patriot Fund?

    Response:
    There was no sales charge paid by the Fund.

NLFT- Astor Macro Alternatives Fund, Navigator Funds, Grant
Park Funds, Altegris Funds; NLVT- TOPS ETF Portfolios; NLFT III- Persimmon Long Short Fund, Good Harbor Tactical
Core US Fund

        Comment 12:

    In accordance with S-X 12-13A, please include the value for open futures contracts written.

    Response:
    In addition to the notional amount and unrealized appreciation/depreciation currently disclosed in the Portfolio of Investments, we will include value going forward.

General Comment

        Comment 13:

    On the Statement of Assets and Liabilities, please describe the treatment of variation margin on swaps for purposes of the financial statements.

    Response:
    Any variation margin has customarily been included in the “Segregated Cash at Broker” line item as there is usually some nominal amount of excess collateral on deposit with the broker in order to avoid cost and effort associated with processing daily money movements.

NLFT- Leader Short Duration Bond Fund; NLFT II- Balter
L/S Small Cap Equity Fund;

        Comment 14:

    Certain securities in the Portfolio of Investments are identified with the following corresponding note: “Fair valued security, the value of this security has been determined in good faith under the policies of the Board of Trustees”.  In certain funds with this disclosure, no Level 3 securities are included in the fair value hierarchy charts in the Notes to Financial Statements.  Please explain.

    Response:
    In both cases the securities that were identified as being fair valued were classified as Level 2 in the fair value hierarchy chart as the valuations were determined by the Fair Value Committee and based on some form of observable inputs. We will consider modifying the Portfolio of Investments footnote language in future reporting to identify those securities as Level 2 investments.

NLFT- Deer Park Total Return Credit Fund

        Comment 15:

    Please explain why the Deer Park Total Return Credit Fund has Level 3 securities in the fair value hierarchy chart but had no securi