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April 14, 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 January 29, 2020, Northern
Lights Fund Trust (the “Trust” or the “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 PFG American Funds
Growth Strategy Fund, PFG American Funds Conservative Income Strategy Fund, PFG BR Equity Strategy Fund, PFG Sector Equity Business
Cycle Strategy Fund, PFG Equity Index Focused Strategy Fund, and PFG Tactical Income Strategy Fund (each a “Fund”,
and collectively, the “Funds”). In a telephone conversation on March 17, you provided comments to the Registration
Statement and Thompson Hine LLP (“Thompson Hine”). Below, please find a summary of those comments and the Registrant’s
response.

Cover

 1. Comment: Please revise the cover of the prospectus and SAI to include all of the required
ticker symbols.

Response: The Registrant
confirms that it will include all of the ticker symbols before the Funds’ registration statement is effective.

 2. Comment: Please revise the Rule 30e-3 legend to comply with Rule 30e-3 of the 1940 Act.

Response: You may elect
to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to
continue receiving paper copies of your shareholder reports by calling 1-888-451-TPFG. Your election to receive reports in paper
will apply to all funds held with the fund complex.

PFG American Funds Growth
Strategy Fund

 3. Comment: Please provide additional disclosure about the Fund’s allocation in the underlying
fund and the assets that the underlying fund’s invests.

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

The Fund seeks to achieve its
investment objective by investing at least 80% of its net assets, plus any amounts for borrowing, in shares of mutual funds
that are managed by Capital Research and Management (“Capital Research”), under normal circumstances
that are part of the American Funds® complex of mutual funds (“American Underlying Funds”).

In selecting American Underlying
Funds to purchase or sell, on behalf of the Fund, Pacific Financial Group, LLC (the “Adviser”) utilizes information
provided by Capital Research and Management Company (“Capital Research”), the investment adviser to
the American Underlying Funds. The information provided includes data and analysis about the American Underlying Funds and
the methodology used in selecting securities for the American Underlying Funds.

The Fund pursues a strategy of
long-term growth, by investing in American Underlying Funds that invest primarily in U.S. equity securities of any market capitalization.
The Fund also invests in American Underlying Funds that invest in both U.S. and foreign equity securities. including emerging
market equity securities. The Fund considers emerging market countries to be those represented in the MSCI Emerging Markets Index.

Under normal market circumstances,
the Fund invests approximately 50% of its assets in American Underlying Funds that invest solely in U.S. equity securities, with
a focus on companies with sound fundamentals, indicative of long-term growth, as well as in potential turnaround situations. The
balance of Fund assets will typically be invested in American Underlying Funds that focus on both U.S. and foreign equities, including
emerging market equity securities, which appear to be undervalued or overlooked, with the potential for long term
growth, along with a portion of investments in smaller cap stocks that are expected to grow.

 4. Comment: Please revise the Fund’s risk disclosures to include medium and large capitalization
risks.

Response:
The following disclosures have been added:

Medium Capitalization Stock
Risk. The Fund’s investments in the American Underlying Funds may expose the Fund to risks involved in investing in medium
capitalization companies. The earnings and prospects of medium sized companies are more volatile than larger companies and may
experience higher failure rates than larger companies. Medium sized companies normally have a lower trading volume than larger
companies, which may tend to make their market price fall more disproportionately than larger companies in response to selling
pressures and may have limited markets, product lines, or financial resources and lack management experience.

Large Capitalization Stock
Risk. The Fund’s investments in the American Underlying Funds may expose the Fund to risks involved in investing in large
capitalization companies. Large-capitalization companies may be less able than smaller capitalization companies to adapt to changing
market conditions. Large-capitalization companies may be more mature and subject to

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more limited growth potential compared with
smaller capitalization companies. During different market cycles, the performance
of large capitalization companies has trailed the overall performance of the broader securities markets.

 5. Comment: Please reconcile the disclosure “The Fund … without regard to style
or sector exposure.” with the Fund’s Sector Risk disclosure that states, “The Fund may focus its investments
in securities of a particular sector”.

Response: The investment
strategy disclosure has been revised as follows:

The Fund pursues a strategy of
long-term growth, by investing in American Underlying Funds that invest primarily in U.S. equity securities of any market capitalization.,
without regard any particular style or sector exposure.

 6. Comment: With respect to the Adviser’s proprietary investment analysis, please disclose
whether the Adviser utilizes its proprietary investment analysis to select individual securities and/or underlying funds.

Response: The Registrant
declines to revise the current disclosure because the current disclosure states that the Adviser’s proprietary investment
analysis is used to select each Fund’s Underlying Funds.

 7. Comment: With regard to the disclosure, “the Adviser seeks to integrate the optimal
elements of each method into a “Rational” decision-making model.” – please revise to provide a plain-english
definition and describe the optimal elements of each method.

Response: The disclosure
has been added:

“Rational Analysis”
is the Adviser’s proprietary investment research process whereby the Adviser integrates the optimal elements of Fundamental
Analysis, Technical Analysis and Quantitative Analysis into a “Rational” decision-making model, in selecting securities
for the Fund.

•Technical Analysis is a
method of evaluating securities by analyzing statistics generated by market activity, such as past prices and volume. Technical
analysis uses charts and other tools to identify patterns that can suggest future activity of a security. The use of charts and
patterns to forecast future market activity is a different approach than a fundamental analysis of a security, which seeks to measure
the intrinsic value of a security. The Adviser uses Technical Analysis as an important factor in determining whether to sell securities.

•Fundamental Analysis is
a method of evaluating a security by attempting to measure the intrinsic value of a security, by examining economic, financial
and other qualitative and quantitative factors. Fundamental analysis attempts to examine all of the factors that can affect the
value of a security, including macroeconomic factors (like the overall economy and industry conditions) and factors specific to
an individual security (such as the financial condition and management of a company).

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Fundamental analysis is an essential factor
in making decisions to buy a security, as the analysis can reveal weaknesses or limits in a technical analysis or a quantitative
analysis of a security.

•Quantitative Analysis: The
Adviser uses mathematic analytics and quantitative modeling of a security. The mathematical and statistical calculations include
an analysis of Beta, standard deviation, Sharpe ratios, among others. A quantitative analysis is useful in providing another perspective
on how to view the value of a security and, because the analysis is driven by quantitative calculations, the analysis removes the
emotion from the decision-making process.

The Adviser believes that each
approach provides useful information about the value, or likely future performance, of a security (or, a portfolio of securities).
Rather than relying solely on one approach, the Adviser seeks to blend together the most useful information from each approach
(depending on a particular security, or a specific portfolio of securities) into what the Adviser believes is a “Rational”
approach to investment decision making.

 8. Comment: Please clarify whether the Adviser utilizes RiskPro Technology to choose individual
securities and/or the Underlying Fund.

Response: The disclosure
about RiskPro for each Fund has been revised. Below is the revised disclosure about RiskPro for the PFG American Funds Growth Strategy
Fund.

Further, in managing the Fund’s
level of investment risk, the Adviser utilizes RiskPro®, a software technology developed by ProTools, LLC, an affiliate
of the Adviser. Based on proprietary algorithms, RiskPro® provides an estimate of the range of gain or loss of a
portfolio of securities over a forward-looking rolling twelve-month period. The higher the RiskPro estimate, the greater the level
of volatility that the Fund may experience over a twelve-month period. As a result, investors may select investments that are designed
to be aligned with their level of comfort with investment risk. RiskPro’s algorithms® take into account, among
other factors, the volatility of the portfolio over the prior twelve months; a comparison of the portfolio’s volatility over
the prior twelve-month period, to the volatility of the S&P 500 Index; and the long-term volatility of the S&P 500 Index.

The Adviser utilizes RiskPro to
manage the Fund’s volatility as a whole, and to assess the impact of the Fund’s investment in Underlying Funds. The
Adviser does not, however, use RiskPro to identify specific Underlying Funds (or individual securities) in which to invest, on
behalf of the Fund. For this Fund, there is no limit on the Fund's maximum annual volatility. As estimated by RiskPro®, the
Fund’s total return, over a twelve-month period, can exceed a loss or gain of more than 30%. The Fund is designed for investors
that are willing to endure an amount of investment risk comparable to, or greater than, the volatility of the S&P 500, as the
Fund’s returns can range from a loss in excess of 30% to a gain in excess of 30%. Depending on market conditions, the Fund’s
potential gain or loss, as estimated by RiskPro®, may be below 30% from time to time.

 9. 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

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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) in lieu of disclosing them in alphabetical
order. See ADI 2019-08, “Improving Principal Risks Disclosure.”

Response: The Registrant
has given the Staff’s position, as well as Ms. Blass’s remarks and ADI 2019-08, thoughtful consideration. The Registrant
respectfully declines to re-order the Fund’s risk disclosures as requested. The materiality of each risk is fluid, i.e.,
what is the most material risk today may not be the most material risk tomorrow. Therefore, the Registrant believes that emphasizing
one risk over another may be misleading to investors.

 10. Comment: Please revise the principal investment risk summary to provide a better explanation
of the Fund’s direct and indirect risks. Please clarify whether any of the direct or indirect risks of the Underlying Fund
would constitute a principal risk of the Fund.

Response: The Registrant
has made the requested revisions.

 11. Comment: Please revise the Purchase and Sale of Fund Shares and Tax Information sections
ensuring that they are consistent across all of the Funds or supplementally explain the differences between the Funds’ share
classes.

Response: Please find the
revised disclosures below, which are consistent across all of the Funds:

Purchase and Sale of Fund Shares:
Fund shares are available for purchase by all investors, though it is anticipated that most investors will purchase Fund shares
through retirement programs, such as (i) pensions or other employee benefit plans (ii) tax-qualified retirement plans (including
KEOGH plans) (iii) individual retirement accounts (collectively, “Retirement Investors”). Further, Retirement Investors,
as well as all other investors, may only purchase Fund shares through broker/dealers, investment advisers and other financial advisers
(“Financial Intermediaries”). There is no minimum initial investment amount or minimum subsequent investment amount.
Fund shares may be purchased and redeemed on any day that the New York Stock Exchange is open for trading. Redemption requests
may be made in writing, by telephone, or through a Financial Intermediary, and will be paid by ACH, check or wire transfer.

Tax Information: For Retirement
Investors, dividends and capital gain distributions received from the Fund, whether reinvested in additional Fund shares or received
in cash, are typically not taxable at the time of receipt. However, these dividend and capital gain distributions may be taxable
upon their eventual withdrawal by Retirement Investors from tax-deferred plans.

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PFG American Funds Conservative
Income Strategy

 12. Comment: Please provide additional disclosure about the Fund’s allocation in the underlying
fund and the assets that the underlying fund invests.

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

The Fund seeks to achieve its
investment objective by investing at least 80% of its net assets, plus any amounts for borrowing, in shares of mutual funds
that are managed by Capital Research and Management (“Capital Research”), under normal circumstances
that are part of the American Funds® complex of mutual funds (“American Underlying Funds”).

In selecting American Underlying
Funds to purchase or sell, on behalf of the Fund, Pacific Financial Group, LLC (the “Adviser”) utilizes Information
provided by Capital Research and Management Company (“Capital Research”), the investment adviser to the American
Funds. The information provided includes data and analysis about the American Underlying Funds and the methodology
used in selecting securities for the American Underlying Funds.

The Fund seeks to provide current
income, while maintaining limited price volatility. Under normal market circumstances, the Fund invests more than half of its
assets in American Underlying Funds that invest solely in fixed income securities. The fixed income securities generally consist
of investment-grade bonds or bonds of intermediate or short maturities. The Fund considers bonds to be investment-grade if they
are rated Baa3 or higher by Moody’s Investors Service or equivalently by another nationally recognized statistical rating
organization, at the time of investment.

The balance of Fund assets
will typically be invested in American Underlying Funds that utilize an asset allocation approach to investing, with a focus on
investing in equ