SecProbe.io

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February 10, 2020

Sonny Oh

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:	Northern
Lights Fund Trust; File Nos. 333-122917, 811-21720

Dear Mr. Oh:

On December 13, 2019, Northern
Lights Fund Trust (the “Trust” or “Registrant”) filed a Registration Statement under the Securities Act
of 1933 and the Investment Company Act of 1940 (the “1940 Act”) on Form N-1A on behalf of Agility Shares Dynamic
Tactical Income ETF and Agility Shares Managed Risk Equity ETF (each a “Fund” and collectively, the “Funds”).

The Trust has revised
the disclosure in the Fund’s prospectus and statement of additional information in response to comments given by you via
telephone to Brian Doyle-Wenger on January 27, 2020, except as indicated below. Your comments are summarized below, with corresponding
responses following each comment, which the Registrant has authorized Thompson Hine LLP to make
on behalf of the Registrant. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them
in the document to which the applicable comment relates.

Agility Shares Dynamic Tactical
Income ETF

 1. Comment: Please provide the Fund’s performance and portfolio turnover in accordance with Fairmont Fund Trust,
SEC No-Action Letter, pub. avail. Dec. 9, 1988.

Response: The Registrant notes that although
the Fund became effective in 2018, it has not been operational. Accordingly, the Fund has no performance or portfolio turnover
to include in its prospectus.

 2. Comment: Please explain why the ticker symbols have changed.

Response: The Registrant notes that the ticker
symbol was changed to better correspond to the name of the Fund.

 3. Comment: Please disclose whether the Fund intends to include the legend required by Rule 30e-3 of the 1940 Act.

Response: The Registrant has revised the Fund’s
cover to include the following legend:

Beginning on January 1, 2021, as permitted
by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s

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shareholder reports will no longer
be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the
Fund’s website www.agilityshares.com, and you will be notified by mail each time a report is posted and provided with a website
link to access the report.

If you have already elected to receive
shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to
receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary
(such as a broker-dealer or bank) or, if you are a direct investor, by following the instructions included with paper Fund documents
that have been mailed to you. You may also elect to receive all future reports in paper free of charge.

 4. Comment: Please disclose the Fund’s portfolio turnover rate.

Response: The Registrant notes that the Fund
is not yet operational and does not have a portfolio turnover rate to disclose.

 5. Comment: On page 2 in the principal investment strategies, please revise the following disclosure
“ The Fund defines high-yield debt …” to note that high-yield debt instruments are commonly referred to as “junk
bonds”.

Response: The Registrant
respectfully declines to revise the existing disclosure because the Registrant refers to high yield debt instruments as “junk
bonds” in the 1st paragraph of the principal investment strategies.

 6. Comment: The Staff notes that the Fund will invest significantly in credit default swaps
and credit default index swaps. Given the Fund’s liquidity profile, please disclose how the Fund determined that the investment
strategy was appropriate for the open-end structure. Please include market data on the types of investments and information concerning
the relative factors referenced in the adopting release of Rule 22(e)(4) of the 1940 Act.

Response:
The Registrant notes that the Fund will not invest in credit default swaps or credit 	default index as part of its principal
investment strategy. Accordingly, references to such swaps 	have been deleted from the prospectus.

 7. Comment: Please revise the following disclosure “The Fund’s allocation to fixed
income ETFs … may be significant” by stating the percentage of the Fund’s allocation to fixed income ETFs and
other fixed income securities.

Response: The following
disclosure has been revised as follows (added text is underlined and deleted text is struck):

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The Fund’s
may allocation allocate up to 100% to fixed income ETFs and/or other fixed income securities may
be significant.

 8. Comment: The Staff’s position on risk disclosures for the past several years has been
to disclose risks in the order of significance or prominence to the fund’s strategy. Disclosing risks in alphabetical order
suggests that each are equally imminent, whereas the risk disclosures should give shareholders which risks are of greater concern
or salient to the fund. Pursuant to remarks from Dalia Blass, Director of the Division of Investment Management, please re-order
the Fund’s principal risk disclosures so that they appear in order of materiality (from most material to least material)
in lieu of disclosing them in alphabetical order. See ADI 2019-08, “Improving Principal Risks Disclosure.”

Response: The current order
of the risks in the prospectus reflects the Registrant’s reasonable subjective determination of the importance of such risks.
The Registrant notes that following from ADI 2019-08:

The staff recognizes that ordering
risks based on importance requires subjective determinations. For example, funds may reasonably consider different factors in determining
which risks are most important or weigh factors differently. The relative importance of a risk can change with market conditions
or with changes to a fund’s investments. The staff believes that funds are best positioned to make these judgments of relative
importance, and we would not generally expect to comment on a fund’s ordering of risks by importance.

The Registrant believes the risk
disclosures are reasonably ordered and respectfully declines to make the requested change.

 9. Comment: If applicable, please revise the Fund’s principal risk disclosures to include
cash transaction risk.

Response: The Registrant
respectfully declines to make the requested revision.

 10. Comment: Please revise the ETF Structure Risk – Trading Issues disclosure by adding
the following language to the last sentence “This could lead to differences between market price and underlying value of
shares”

Response: The Registrant
has made the requested revision.

 11. Comment: With regard to Futures and Other Derivatives Risk disclosure, please consider combining
this with the Futures risk disclosure.

Response: The Registrant
has revised the disclosure as follows (deleted text is struck):

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Futures & Other
Derivatives Risk: The Fund’s use of futures contracts and/or derivatives involves risks different from,
or possibly greater than, the risks associated with investing directly in securities and other traditional
investments. These risks include leverage risk and correlation or tracking risk. Because futures require only a small initial
investment in the form of a deposit or margin, they involve a high degree of leverage.

 12. Comment: Please revise the disclosure “ … the Fund will allocate most of its
assets to investments in high yield ETFs, high-yield debt instruments and derivatives …” by disclosing that high-yield
debt instruments are commonly referred to as “junk bonds”.

Response: The Registrant
has revised the disclosure as follows (added text is underlined):

… the Fund will allocate
most of its assets to investments in high yield ETFs, high-yield debt instruments, which are commonly referred to as “junk
bonds” and derivatives …

 13. Comment: Please reconcile the differences between the summary principal investment strategy
and statutory principal investment strategies disclosures pertaining to the use of U.S. Treasury bills as part of the Fund’s
secondary objective.

Response: The Registrant
has revised the disclosure as follows (added text is underlined and deleted text is struck):

The Fund’s adviser seeks
to achieve the Fund’s investment objectives by investing primarily in exchange traded funds (“ETFs”); options
on ETFs, equities and indices; and/or derivative instruments that invest in or are otherwise exposed to domestic and foreign high-yield
debt instruments and U.S. or foreign cash equivalents. In addition, the Fund may invest directly domestic and foreign high-yield
debt instruments and U.S. or foreign cash equivalents. The Fund may hedge long positions using futures, options or ETFs. The
Fund may invest in US Treasury bills, notes, and bonds of any duration or length until maturity. The Fund may invest in futures
contracts that derive the value from US Treasury bills, notes, and bonds of any duration or length until maturity. The Fund’s
allocation to fixed income ETFs and/or other fixed income securities may be significant. The Fund’s adviser may
engage in active and frequent trading of the Fund’s portfolio securities and derivatives to achieve the Fund’s investment
objective.

The Fund defines high-yield debt
instruments as corporate bonds or other bonds or debt instruments that are generally rated lower than Baa3 by Moody’s Investors
Service, Inc. (“Moody’s”) or lower than BBB- by S&P (below investment grade). Up to 100% of the Fund’s
assets may be invested in instruments generally rated below Caa3 by Moody’s or CCC- by S&P. The Fund may also buy credit
default and credit default index swaps for hedging purposes.

When the Fund’s adviser
determines that investment conditions in the high-yield market are favorable, the Fund will allocate most of its assets to investments
in high-yield ETFs, high-yield debt instruments and derivatives providing exposure to high-yield ETFs and debt instruments.

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The Fund’s secondary objective
is to limit risk during unfavorable market conditions, and when the adviser determines such conditions exist, the Fund will take
a defensive position and/or be allocated 100% to U.S. Treasuries and/or short-term fixed income securities, U.S. or foreign cash
or cash equivalents. The Fund may invest in US Treasury bills, notes, and bonds of any duration or length until maturity. The
Fund may invest in futures contracts that derive the value from US Treasury bills, notes, and bonds of any duration or length until
maturity. The Fund’s allocation to fixed income ETFs and/or other fixed income securities may be significant. This strategy
is a tactical market timing strategy in which the portfolio will be allocated 100% to Cash, U.S. Treasuries and/or short-term fixed
income securities, U.S. or foreign cash or cash equivalents for significant periods of time.

 14. Comment: Please reconcile the Futures Risk Disclosure with the Futures Risk Disclosure found
in the Agility Shares Managed Risk Equity ETF.

Response: The referenced
disclosure has been revised as follows (added text is underlined):

Futures Risk: The Fund’s
use of futures involves risks different from, or possibly greater than, the risks associated with investing directly in securities
and other traditional investments. These risks include (i) leverage risk (ii) risk of mispricing or improper valuation; and (iii)
the risk that changes in the value of the futures contract may not correlate perfectly with the underlying index. Investments in
futures involve leverage, which means a small percentage of assets invested in futures can have a disproportionately large impact
on the Fund. This risk could cause the Fund to lose more than the principal amount invested. Futures contracts may become mispriced
or improperly valued when compared to the adviser’s expectation and may not produce the desired investment results. Additionally,
changes in the value of futures contracts may not track or correlate perfectly with the underlying index because of temporary,
or even long-term, supply and demand imbalances and because futures do not pay dividends unlike the stocks upon which they are
based. While futures contracts are generally liquid instruments, under certain market conditions they may become illiquid. As a
result, the Fund may be unable to close out its futures contracts at a time which is advantageous or take an offsetting defensive
position, potentially resulting in significant losses for the Fund. The commitment of Fund assets to cover certain futures positions
may impede the adviser’s ability to manage the Fund’s portfolio effectively andy may restrict
the Fund’s ability to enter into offsetting or defensive positions, potentially resulting in significant losses for the Fund.
Futures exchanges may impose daily or intra-day price change limits and/or limit the volume of trading. Additionally, government
regulation may further reduce liquidity through similar trading restrictions. The successful use of futures depends upon a variety
of factors, particularly the ability of the adviser to predict movements of the underlying securities markets, which requires different
skills than predicting changes in the prices of individual securities. There can be no assurance that any particular futures strategy
adopted will succeed. The commitment of Fund assets to cover certain futures positions may impede the adviser’s ability to
manage the Fund’s portfolio effectively and may restrict the Fund’s ability to enter into offsetting or defensive positions,
potentially resulting in significant losses for the Fund.

    Page 6

 15. Comment: Please add the disclosure for temporary defensive positions as required by Item
9(b)(6) of Form N-1A.

Response: The Registrant
has added the following disclosure:

Temporary Investments:
To respond to adverse market, economic, political or other conditions, the Fund may invest 100% of its total assets, without limitation,
in high-quality short-term debt securities and money market instruments. These short-term debt securities and money market instruments
include: shares of money market mutual funds, commercial paper, certificates of deposit, bankers’ acceptances, U.S. Government
securities and repurchase agreements. While the Fund is in a defensive position, the its ability to achieve its investment objective
will be limited. Furthermore, to the extent that the Fund invests in money market mutual funds for cash positions, there will be
some duplication of expenses because the Fund pays its pro-rata portion of such money market funds’ advisory fees and operational
fees. The Fund may also invest a substantial portion of its assets in such instruments at any time to maintain liquidity or pending
selection of investments in accordance with its policies.

 16. Comment: Please revise the Portfolio Managers disclosure to accurately reflect when the
portfolio managers began managing the Fund.

Response: The Registrant
respectfully declines to revise the existing disclosure because the existing disclosure accurately portrays when the Fund’s
portfolio managers began managing the Fund’s assets. Although the Fund’s registration statement became effective in
2018, the Fund will not become operational until March 3, 2020.

 17. Comment: Please reconcile the disclosure “As a result, using fair value to price a
security may result in a price materially different from the prices used by other mutual funds..” with the identical disclosure
in the Agility Shares Managed Risk Equity ETF prospectus.

Response: The Fund has
revised the disclosure as follows (added text is underlined and deleted text is struck):

As a result, using fair value
to price a security may result in a price materially different from the prices used by other mutual funds exch