SecProbe.io

CORRESP
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filename1.htm

December 1 2022

Sonny Oh

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, PEA 1404

Dear Mr. Oh:

On September 23, 2022, 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 Altegris Crabel Multi-Strategy Fund
(the “Fund”).

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
Brady Little. Those comments are summarized below, with corresponding responses following each comment, which
the Registrant has authorized Thompson Hine LLP to make on its behalf. Capitalized terms used but not otherwise defined herein
have the meanings ascribed to them in the document to which the applicable comment relates.

Comment 1. Please confirm the Cayman
Subsidiary has a designate agent per service of process in the USA on the facing page.

Response: The Registrant so confirms.

Comment 2. Please add fund ticker symbol
to the Prospectus and SAI facing pages.

Response: The Fund ticker symbols have
been added.

Comment 3. Please bold “such as
brokerage commissions and other fees to financial intermediates, which are not reflected in the tables and examples below” in the
opening paragraph of the fees and expenses of the Fund.

Response: The requested change has been
made

Comment 4. Please revise opening paragraph
of the fees and expenses of the fund as it relates to Appendix A (IMGU2016-06).

Response: The
requested disclosure has been made.

Comment 5. Please add Appendix A to
the Table of Contents.

Page 2

Response: The requested change has been
made.

Comment 6. Please add page numbers to
the Table of Contents.

Response: The requested change has been
made.

Comment 7. Please fill in all [] in
the Fee Table and include a completed table in the response letter.

Response: Please see attached prospectus
with completed Fee Table.

Comment 8. Please make sure all wholly
owned Subsidiary fees are included in the fee table.

Response: The Registrant so confirms.

Comment 9. Please confirm that there
will be no line item for Acquired Fund Fees and Expenses.

Response: The Registrant so confirms.

Comment 10. In Footnote 2 (of the fees
and expense table), please confirm expense limitation will be for one year.

Response: The Registrant so confirms.

Comment 11. Please add footnote to the
fee table noting the 1% deferred sales charge is for purchasing over $1,000,00.

Response: The requested change has been
made.

Comment 12. In the Example, please revise
to include sample language to reflect the waiver.

Response: The
following disclosure has been added:

The Example assumes the
impact of the fee waiver solely for the period of the expense reimbursement agreement shown above.

Comment 13. Please add sentence to Portfolio
Turnover stating the fund has only recently commenced operation and therefore has no portfolio turnover.

Response: The requested change has been
made.

Comment 14. Please revise the Principal
Investment Strategies in plain English.

Page 3

Response: The section describing the
Fund’s principal investment strategies has been streamlined and clarified. Please see the attached marked prospectus for all revisions
to the Principal Investment Strategies disclosure

Comment 15. Principal Investment Strategies
(opening sentence), Please correlate with strategies, for example long as reflected in the tactical future strategies.

Response: The first sentence has been
shortened to remove references to long and short, with the description of each strategy that follows specifying whether it is long-short
or long-only.

Comment 16. Tactical Futures Strategy
(first bullet) please revise to better explain what it is and in plain English.

Response: Description of strategy has
been simplified for ease of understanding.

Comment 17. Advanced Trend, please provide
better explanation how an advanced strategy leads to better alpha. (possibly expand in Item 9)

Response: The statement referring to
better alpha has been removed.

Comment 18. Please revise in plain the
English the sentence “Advanced Trend
employs multiple price-based strategies engineered to identify and profit from continuations in price movement across global markets”
and explain what the sentence means.

Response: The sentence identified by
the staff has been removed.

Comment 19. Please explain how from
multiple price strategies you obtain profits from continuation (possibly expand in Item 9).

Response: The statement identified by
the staff has been removed.

Comment 20. Please disclose the target
split between sub-strategies (i.e., 50/50, 75/25, etc.)

Response: A third bullet has been added
to the strategy description providing the requested detail.

Comment 21. Under tile Contra
(second bullet) please revise to better explain what it is and in plain English.

Response: The description of sub-strategy
has been simplified for ease of understanding.

Comment 22. In the second paragraph,
it is not clear if it applies to Contra and Advanced Trend. Please clarify.

Response: An additional explanation
has been added for clarification.

Page 4

Comment 23. Please confirm if the 200
global contracts markets represent all the markets or a portion (i.e., 200 of 500).

Response: This represents only a portion
of available exchange-traded futures and other derivatives contract markets, as for example, there are over a 1,000 different contracts
listed just on the CME, Eurex and Euronext market exchanges, with many more traded across multiple other contract market exchanges globally.

Comment 24. Please explain how fund
complies with Section 12(d) of the Investment Company Act of 1940.

Response: The Fund intends to rely on
Section 12(d)(1)(F) as necessary and may rely on Rule 12d1-4 for compliance with Section 12.

Comment 25. Under Equity Strategy, it
is too general to state “widely recognized index.” Please be more specific.

Response: The content has been revised
accordingly to reference the MSCI Emerging Markets Index.

Comment 26. Please revise all disclosures
to conform with rule 18f-4.

Response: Relevant
disclosures to the prospectus and SAI have been revised to reflect the effectiveness of Rule 18f-4.

Comment 27. Under Multi-Strategy Allocations,
please break out the allocations among the sub-strategies including the Subsidiary.

Response: First part of this comment
has been addressed by addition of content in third bullet point in first paragraph under Tactical Futures Strategy description. As for
the Subsidiary, it is not a sub-strategy, and as disclosed elsewhere, only certain investments (commodities contracts) will be held there
in order for the Fund to comply with Tax regulations and qualify for RIC tax treatment, and only up to 25% of assets (per the Tax Code
– not relevant to strategy allocations).

Comment 28. Please see ADI 2019-08 –
Please list Principal Risks in order of importance with respect to the Fund’s principal investment strategies.

Response: The Registrant respectfully
declines to reorder the principal investment risks of the Fund. The Registrant believes that the risks should remain alphabetical to avoid
potentially misleading investors by giving the impression that the Registrant is able to correctly predict the rank of other risks. The
Registrant further notes that there is no requirement in Form N-1A that restricts a fund from ordering its principal investment risks
alphabetically.

Comment 29. Please confirm all risks
are principal risks of the fund.

Page 5

Response: The
Registrant so confirms.

Comment 30. Please delete Portfolio
Turnover Risk.

Response: The
adviser believes it to be a relevant principal risk.

Comment 31. Under Who Should Invest
in the Fund?, please confirm accurate disclosure. (example, the fund doesn’t invest in a managed future strategy).

Response: The relevant section has been
deleted.

Comment 32. Under Performance, please
provide the benchmark to be used.

Response: The Registrant respectfully
declines as such disclosure is not required at this time.

Comment 33. Please provide a disclosure
explaining how the duties are split between the Adviser Portfolio Manager and Sub-Adviser Portfolio Manager.

Response: This comment has been addressed
by addition of paragraph on page 12.

Comment 34. Please add taxation risk
under Item 4.

Response: The requested revision has
been made.

Comment 35. Principal Investment Strategies
does not expand on what was covered in the summary. Please see June 14 guidance referring to mutual fund enhanced disclosure.

Response: Please see revise disclosure
under Item 9.

Comment 36. Under Ongoing Investment
Manager, please reflect how the day-to-day responsibilities are split between the adviser and sub-adviser.

Response: This comment has been addressed
by addition of paragraph on page 12.

Comment 37. Prior Performance of Tactical
Futures and Component Strategies title need to be revised. Consider using Prior Performance of Similar Accounts.

Response: The requested revision has
been made.

Comment 38. What is the basis for providing
the performance being shown?

Response: The
Adviser believes that showing such related prior performance with the appropriate disclosures provides an investor with meaningful information
regarding the Fund’s strategy.

Page 6

Comment 39. Please clearly disclose
that the performance includes all accounts that are sub-advised similar to the fund.

Response: The requested revision has
been made.

Comment 40. Please adjust for Class
A instead of Class I as it relates to the adjusted basis to reflect performance.

Response: The performance has been adjusted
for estimated fees and expenses of Class A.

Comment 41. Please confirm adjusted
fees and expenses doesn’t provide performance that is higher than the performance that would have been received un the actual fees
and expenses.

Response: The performance is adjusted
to reflect the highest fee/expense share class for the Fund, and therefore reflects the lowest performance on an adjusted basis.

Comment 42. Please provide basis for
showing components of the strategy.

Response: The Tactical Futures strategy
to be executed by Crabel as sub-adviser to the Fund is substantially similar to the Tactical Response strategy managed by Crabel for other
client accounts. The Tactical Response strategy (and the Tactical Futures strategy to be traded for the Fund), combine two component sub-strategies
also to be managed by Crabel in a substantially similar manner – Advanced Trend and Contra – and therefore the performance
of the strategy, and the performance of its two components, as previously managed by Crabel, are relevant to the strategies Crabel will
manage for the Fund.

Comment 43. Please make all performance
information recent (currently as of August 2022).

Response: Performance information has
been provided through October 31, 2022.

Comment 44. Please add 5-year performance
where applicable.

Response: The requested change has ben
made.

Comment 45. Please confirm the Fund
has all necessary records to support the performance calculation as required by 204-2 a16 under the Adviser Act.

Response: The Registrant confirms that
it has access to the records maintained by the Adviser/Subadviser regarding such prior performance.

Comment 46. Please confirm performance
of Crabel Tactical Response Strategy.

Response: The Registrant so confirms.

Page 7

Comment 47. Please add Brexit and LIBOR
risk or supplement why there is no disclosure is required.

Response: The following disclosures have been
added to the Fund’s SAI:

In June of 2016, the United Kingdom
(the “UK”) approved a referendum to leave the European Union (the “EU”), commonly referred to as “Brexit,”
which sparked depreciation in the value of the British pound and heightened risk of continued worldwide economic volatility. The UK withdrew
from the EU on January 31, 2020.  It is possible that measures could be taken to revote the issue of the withdrawal, or that regions
of the UK could seek to separate and remain a part of the EU. As a result of the withdrawal, a Fund may be exposed to volatile trading
markets and significant and unpredictable currency fluctuations over a short period of time, and potentially lower economic growth in
the UK, Europe and globally. Securities issued by companies domiciled in the UK could be subject to changing regulatory and tax regimes.
Banking and financial services companies that operate in the UK or EU could be disproportionately impacted by these actions.  Further
insecurity in EU membership or the abandonment of the euro could exacerbate market and currency volatility and negatively impact a Fund’s
investments in securities issued by companies located in EU countries. The impact of these actions, especially if they occur in a disorderly
fashion, is not clear but could be significant and far-reaching. The considerations noted above generally are intensified for investments
in developing countries. Developing countries may have relatively unstable governments, economies based on only a few industries and securities
markets that trade a small number of securities.

LIBOR Risk. Changes in the level of LIBOR will
affect the amount of interest payable on the LIBOR-based floating rate debt instruments, and it is impossible to predict whether LIBOR
will rise or fall. A decline in the level of LIBOR would likely result in a reduction of interest collections on such debt instruments,
which would have an adverse effect on the return of the Fund. Some floating rate debt instruments held by the Fund may have LIBOR floors
(or minimum interest rate to which the spread or margin is added, to calculate the debt instrument’s overall interest rate), but
there is no guarantee that any such LIBOR floor will fully mitigate the risk of falling LIBOR.

The UK Financial Conduct Authority (the “FCA”)
and LIBOR’s administrator, ICE Benchmark Administration (the “IBA”), have ceased publishing  most LIBOR settings
and announced that a majority of U.S. dollar LIBOR settings will no longer be published after June 30, 2023.    Not all
LIBOR-based instruments have an alternative to LIBOR and there is significant uncertainty regarding the effectiveness of alternative methodologies
and the potential for market instability.  These matters may result in a sudden or prolonged increase or decrease in reported benchmark
rates, benchmark rates being more volatile than they have been in the past, and/or fewer debt instruments utilizing given benchmark rates
as a component of interest payments. Additionally, in connection with the adoption of another benchmark as a replacement for LIBOR in
a debt instrument’s documentation, the interest rate (or method for calculating the interest rate) applicable to that debt instrument
may be modified to account for differences between LIBOR and the applicable replacement benchmark used to calculate the rate of interest
payable in respect of that instrument, which modification may be based on industry-accepted spread adjustments or recommendations from
various governmental and non-governmental bodies. The Fund cannot reasonably estimate the impact of the anticipated transition away from
LIBOR at this time.  If the LIBOR replacement rate is lower than market expectations, there could be an adverse impact on the value
of debt

Page 8

instruments with floating or fixed-to-floating rate
coupons and, in turn, a material adverse impact on the value of the Fund.

The transition away from LIBOR may affect the cost
of capital, may require amending or restructuring debt instruments and related hedging arrangements for the Fund and its portfolio companies,
and may impact the liquidity and/or value of floating rate instruments