N-CSR/A

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)

4020 South 147^th Street Omaha, Nebraska

68137

(Address of principal executive offices)

(Zip code)

Emile Molineaux, Gemini Fund Services, LLC.

450 Wireless Blvd., Hauppauge, NY 11788

              (Name and address of agent for service)

Registrant's telephone number, including area code:

631-470-2616

Date of fiscal year end:

12/31

Date of reporting period: 12/31/09

Item 1.  Reports to Stockholders.  

Cover Photo:

Indian women washing and drying colorful saris on the banks of the Yamuna River, with the stunning Taj Mahal in the background.

The Taj Mahal is located in Agra, in the state of Utter Pradesh.  It was built by the fifth Mughal emperor, Shah Jahan in 1631 in memory of his second wife, Mumtaz Mahal, a Muslim Persian princess. Construction began in 1631 and was completed in 22 years. Twenty thousand people were deployed to work on building the Taj Mahal. The material was brought in from all over India and central Asia and it took a fleet of 1000 elephants to transport it to the site.  In 1983, the Taj Mahal became a UNESCO World Heritage Site and was cited as "the jewel of Muslim Art in India and one of the universally admired masterpieces of the world's heritage.

Photo copyright 2006@Robert Churchill

EM Capital India Gateway Fund

PERFORMANCE OF A $10,000 INVESTMENT

Since Inception through December 31, 2009*

Annualized Total Returns as of December 31, 2009
	One Year	Since Inception*
EM Capital India Gateway Fund- Class A
Without Sales Charge	85.56%	(12.71)%
With Sales Charge **	76.31%	(14.54)%
EM Capital India Gateway Fund- Class I	87.79%	(11.17)%
Bombay Stock Exchange 100 Index	95.86%	0.37%
S&P 500	26.46%	(10.36)%

________________

  * The Fund commenced operations on July 23, 2007.

**Adjusted for maximum initial sales charge of 5.00%.

The S&P 500 is an unmanaged market capitalization-weighted index which is comprised of 500 of the largest U.S. domiciled companies and includes the reinvestment of all dividends.  The Bombay Stock Exchange 100 (BSE 100) Index is a free float adjusted market capitalization weighted index of the 100 largest market cap stocks listed on the Bombay Stock Exchange.  Investors cannot invest directly in an index or benchmark.

Past performance is not predictive of future results. The investment return and principal value of an investment will fluctuate. An investor’s shares, when redeemed, may be worth more or less than the original cost. Total return is calculated assuming reinvestment of all dividends and distributions.  Total returns would have been lower had the adviser not waived its fees and reimbursed a portion of the Fund’s expenses.  The Fund’s total net annual operating expenses, including underlying funds, is 1.71% and 1.46% for Class A and Class I, respectively.  The graph does not reflect the deduction of taxes that a shareholder would have to pay on fund distributions or the redemption of the fund shares.  For performance information current to the most recent month-end, please call 1-866-611-4967.

Portfolio Composition
As of December 31, 2009 (Unaudited)
Financial	28.73%
Consumer, Non-cyclical	16.83%
Consumer, Cyclical	16.20%
Industrial	16.08%
Technology	7.78%
Basic Materials	6.15%
Energy	6.10%
Utilities	1.93%
Communications	0.20%
Total	100.00%

EM Capital India Gateway Fund
CONSOLIDATED PORTFOLIO OF INVESTMENTS
December 31, 2009
	Shares	Value
COMMON STOCKS - 98.44 %
AUTO MANUFACTURERS - 5.01 %
Bajaj Auto Ltd.	50	$                     1,880
Mahindra & Mahindra Ltd.	220	5,094
Maruti Suzuki India Ltd.	200	6,684
		13,658
BANKS - 17.12 %
Axis Bank Ltd.  *	400	8,476
Central Bank Of India	2,800	9,792
Corporation Bank	1,020	9,208
Dena Bank	2,800	4,999
Dhanalakshmi Bank Ltd.	1,200	3,764
State Bank of India	150	7,291
Yes Bank Ltd.  *	550	3,136
		46,666
BEVERAGES - 4.22 %
Empee Distilleries Ltd.	1,000	2,778
Indage Vintners Ltd.  *	2,840	3,681
Radico Khaitan Ltd.	470	1,159
United Breweries Ltd. *	333	1,201
United Spirits Ltd.	100	2,700
		11,519
BUILDING MATERIALS - 0.98 %
Gujarat Sidhee Cement Ltd.  *	2,800	1,020
JK Cement Ltd.	520	1,648
		2,668
CONSUMER DURABLES - 2.94 %
Nilkamal Ltd.	1,600	8,015
DIVERSIFIED FINANCIAL SERVICES - 5.56 %
Dewan Housing Finance Corp. Ltd.	400	1,614
Housing Development Finance Corp.	100	5,732
Magma Fincorp Ltd.	1,620	5,511
Motilal Oswal Financial Services Ltd.	600	2,269
		15,126
EDUCATIONAL SERVICES - 1.48 %
Aptech Ltd.  *	1,000	4,019
ELECTRIC - 1.90 %
CESC Ltd.	180	1,490
Reliance Infrastructure Ltd.	150	3,685
		5,175
ELECTRICAL COMPONENTS & EQUIPMENT - 4.04%
Alstom Projects India Ltd. *	110	1,339
Bharat Heavy Electricals Ltd.	180	9,267
KEI Industries Ltd.	600	413
		11,019
The accompanying notes are an integral part of these financial statements.
EM Capital India Gateway Fund
CONSOLIDATED PORTFOLIO OF INVESTMENTS  (Continued)
December 31, 2009
	Shares	Value
ELECTRICAL ENGINEERING - 1.27 %
ICSA India Ltd.	900	$                     3,467
ENGINEERING & CONSTRUCTION - 4.82 %
Larsen & Toubro Ltd.	280	10,063
Punj Lloyd Ltd.	700	3,064
		13,127
FOOD - 1.28 %
Nestle India Ltd.	64	3,493
HAND/MACHINE TOOLS - 1.29 %
Ador Fontech Ltd.	1,000	3,517
HEALTHCARE-SERVICES - 1.31 %
Fortis Healthcare Ltd.  *	1,220	3,578
HOLDING COMPANIES-DIVERSIFIED- 1.26 %
MAX India Ltd.  *	720	3,425
HOUSEHOLD PRODUCTS/WARES - 2.99 %
Hindustan Unilever Ltd.	450	2,553
Jyothy Laboratories Ltd.	1,500	5,596
		8,149
INSURANCE - 3.04 %
Reliance Capital Ltd.	450	8,268
INVESTMENT COMPANIES - 0.24 %
Bajaj Holdings and Investment Ltd. *	50	659
JEWELRY MANUFACTURING - 1.18 %
Rajesh Exports Ltd.	1,690	3,228
LODGING - 2.71 %
Asian Hotels Ltd.  *	320	3,852
Hotel Leelaventure Ltd.	1,800	1,880
Indian Hotels Co. Ltd.	750	1,648
		7,380
MANUFACTURING - 0.05%
Lloyd Electric & Engineering  *	100	143
MEDIA - 0.20 %
Creative Eye Ltd.  *	3,000	533
METAL FABRICATE/HARDWARE - 0.89 %
Jindal Saw Ltd.	600	2,422
The accompanying notes are an integral part of these financial statements.
EM Capital India Gateway Fund
CONSOLIDATED PORTFOLIO OF INVESTMENTS  (Continued)
December 31, 2009
	Shares	Value
MINING - 3.42 %
Hindustan Zinc Ltd.	360	$                     9,331
MISCELLANEOUS MANUFACTURING - 1.79 %
Everest Kanto Cylinder Ltd. *	1,580	4,872
OIL & GAS - 6.00 %
Reliance Industries Ltd.	700	16,353
PHARMACEUTICALS - 7.01 %
Ajanta Pharma Ltd.	1,000	2,533
Alembic Ltd.	1,000	1,013
Jubilant Organosys Ltd.	1,000	7,169
Ranbaxy Laboratories Ltd.  *	320	3,551
Sun Pharmaceutical Industries Ltd.	150	4,848
		19,114
REAL ESTATE - 4.11 %
Housing Development & Infrastructure Ltd.  *	850	6,571
Peninsula Land Ltd. *	2,400	3,974
Puravankara Projects Ltd.  *	225	445
Ritesh Properties and Industries Ltd.  *	600	222
		11,212
SHIPBUILDING - 1.28%
Pipavav Shipyard Ltd.  *	3,000	3,483
SOFTWARE - 4.91 %
Financial Technologies India Ltd.	240	6,912
Oracle Financial Services Software Ltd.  *	120	5,959
Subex Azure Ltd.  *	260	523
		13,394
TEXTILES - 0.92 %
Vardhman Textiles Ltd. *	560	2,504
TRANSPORTATION - 0.88 %
Great Eastern Shipping Co. Ltd/The	400	2,406
TRUCK MANUFACTURING - 2.34%
Ashok Leyland Ltd.	6,000	6,375
TOTAL COMMON STOCKS ( Cost - $269,218)		268,298
TOTAL INVESTMENTS  ( Cost - $269,218) - 98.44%		268,298
OTHER ASSETS LESS LIABILITIES - 1.56 %		4,246
NET ASSETS - 100.0%		$                 272,544
__________
* Non-Income producing security.
The accompanying notes are an integral part of these financial statements.

EM Capital India Gateway Fund
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
December 31, 2009
Assets:
	Investments in Securities at Value (identified cost $269,218)		$           268,298
	Foreign Cash (identified cost $1,869)		1,869
	Cash		19,078
	Receivable from Investment Adviser (Note 4)		60,512
	Prepaid Expenses and Other Assets		2,426
	Total Assets		352,183
Liabilities:
	Accrued Distribution Fees		209
	Payable to Affiliates		13,367
	Accrued Expenses and Other Liabilities		66,063
	Total Liabilities		79,639
Net Assets			$           272,544
Net Assets:
	Class A Shares		253,704
	Class I Shares		17,840
	Adviser Shares*		1,000
	Total Net Assets		$           272,544
Shares Outstanding ($.01 par value, unlimited shares authorized):
	Class A Shares		35,878
	Class I Shares		2,416
	Adviser Shares*		1,000
Net Asset Value, Offering and Redemption Price** Per Share:
	Class A Shares		$                 7.07
	Class I Shares		$                 7.38
	Adviser Shares*		$                 1.00
Maximum Sales Charge:
	Class A Shares		5.00%
Maximum Offering Price Per Share (Net Asset Value/(100% - Maximum Sales Charge)):
	Class A Shares		$                 7.44
Composition of Net Assets:
	At December 31, 2009, Net Assets consisted of:
		Paid-in-Capital	$           373,249
		Paid-in-Capital- Minority Interest	1,000
		Accumulated Net Investment Loss	(448)
		Accumulated Realized Loss on Investments and Foreign Currency Transactions	(100,337)
		Unrealized Depreciation on Investments and Foreign Currency Transactions	(920)
Net Assets			$           272,544
_______
*Adviser Shares can not be redeemed and have no voting rights.
**Subject to a 2% redemption fee if redeemed within 90 days of acquisition.
The accompanying notes are an integral part of these financial statements.

EM Capital India Gateway Fund
CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2009
Investment Income:
	Dividend Income		$                 2,255
	Interest Income		16
	Total Investment Income		2,271
Expenses:
	Administration Fees		72,084
	Fund Accounting Fees		58,631
	Transfer Agent Fees		34,596
	Audit Fees		21,600
	Legal Fees		12,396
	Chief Compliance Officer Fees		10,250
	Registration & Filing Fees		7,690
	Trustees' Fees		5,657
	Investment Advisory Fees		2,168
	Custody Fees		2,169
	Printing Expense		1,139
	Distribution Fees (Class A)		707
	Insurance Expense		17
	Total Expenses		229,104
	Less: Service Fee Waivers		(5,000)
	Less: Expenses Waived and Reimbursed by Adviser		(220,400)
	Net Expenses		3,704
	Net Investment Loss		(1,433)
Net Realized and Unrealized Gain (Loss) on Investments and Foreign Currency:
	Net Realized Loss on Investments		(9,615)
	Net Realized Loss on Foreign Currency Transactions		(4,032)
	Net Change in Unrealized Appreciation on Investments and
		Foreign Currency Transactions	134,198
	Net Realized and Unrealized Gain on Investments and Foreign Currency		120,551
Net Increase in Net Assets Resulting From Operations			$             119,118
The accompanying notes are an integral part of these financial statements.

EM Capital India Gateway Fund
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
			For the year	For the year
			ended	ended
Operations:			December 31, 2009	December 31, 2008
	Net Investment Loss		$                     (1,433)	$                     (2,320)
	Net Realized Loss on Investments and Foreign
		Currency Transactions	(13,647)	(89,742)
	Net Change in Unrealized Appreciation (Depreciation) on
		Investments and Foreign Currency Translations	134,198	(194,354)
	Net Increase (Decrease) in Net Assets
		Resulting From Operations	119,118	(286,416)
Distributions to Shareholders From:
	Class A
	Net Investment Income ($0.00 and $0.04 per share, respectively)		-	(1,234)
	Net Realized Gains ($0.00 and $0.07 per share, respectively)		-	(1,994)
	Total Distributions to Shareholders		-	(3,228)
	Class I
	Net Investment Income ($0.00 and $0.04 per share, respectively)		-	(11)
	Net Realized Gains ($0.00 and $0.07 per share, respectively)		-	(17)
	Total Distributions to Shareholders		-	(28)
	Net Decrease in Net Assets
		Resulting From Distributions to Shareholders	-	(3,256)
Beneficial Interest Transactions:
	Class A
	Proceeds from Shares Issued (7,300 and 21,657 shares, respectively)		39,173	176,449
	Reinvestment of Dividends (0 and 433 shares, respectively)		-	3,228
	Cost of Shares Redeemed (4,783 and 11,089 shares, respectively)		(29,840)	(80,947)
	Redemption Fees		25	1,477
	Total Class A Transactions		9,358	100,207
	Class I
	Proceeds from Shares Issued (2,161 and 12,576 shares, respectively)		15,000	93,830
	Reinvestment of Dividends (0 and 4 shares, respectively)		-	28
	Cost of Shares Redeemed (1 and 12,575 shares, respectively)		(3)	(74,568)
	Redemption Fees		-	14
	Total Class I Transactions		14,997	19,304
Net Increase in Net Assets from
	Beneficial Interest Transactions		24,355	119,511
Increase (Decrease) in Net Assets			143,473	(170,161)
Net Assets:
	Beginning of Year		129,071	299,232
	End of Year (including accumulated net investment
		loss of $448 and $0, respectively)	$                   272,544	$                  129,071
The accompanying notes are an integral part of these financial statements.

EM Capital India Gateway Fund
CONSOLIDATED FINANCIAL HIGHLIGHTS
The table below sets forth financial data for one share of beneficial interest outstanding throughout each period presented.
		CLASS A					CLASS I
		Year		Year	Period		Year	Year	Period
		Ended		Ended	Ended		Ended	Ended	Ended
		Dec. 31, 2009		Dec. 31, 2008	Dec. 31, 2007*		Dec. 31, 2009	Dec. 31, 2008	Dec. 31, 2007*
Net Asset Value, Beginning of Period		$             3.81		$          13.19	$            10.00		$             3.93	$          13.22	$            10.00
	Increase From Operations:
	Net investment income (loss) (a)	(0.04)		(0.08)	0.05		(0.02)	(0.04)	0.10
	Net gain (loss) from securities
	(both realized and unrealized)	3.30		(9.24)	3.14		3.47	(9.16)	3.12
	Total from operations	3.26		(9.32)	3.19		3.45	(9.20)	3.22
	Distributions to shareholders from:
	Net investment income	-		(0.04)	-		-	(0.04)	-
	Net realized gains	-		(0.07)	-		-	(0.07)	-
	Total distributions	-		(0.11)	-		-	(0.11)	-
	Redemption fees	-	(e)	0.05	-		-	0.02
Net Asset Value, End of Period		$             7.07		$            3.81	$            13.19		$             7.38	$            3.93	$            13.22
Total Return (b) (d)		85.56%		(70.69)%	31.90%		87.79%	(69.83)%	32.20%
Ratios/Supplemental Data
	Net assets, end of period (in 000's)	$              254		$             127	$               296		$                18	$                 1	$                   3
	Ratio of expenses to average net assets,
	before waivers/reimbursement (c)	127.11%		176.01%	374.21%	(c)	106.15%	424.11%	374.23%	(c)
	net of waivers/reimbursement (c)	2.06%		2.30%	2.23%	(c)	1.52%	1.80%	1.77%	(c)
	Ratio of net investment income (loss)
	to average net assets (c)	(0.80)%		(0.99)%	1.48%	(c)	(0.26)%	(0.49)%	2.01%	(c)
	Portfolio turnover rate	53%		131%	10%	(d)	53%	131%	10%	(d)
__________
*July 23, 2007 (commencement of operations) through December 31, 2007.
(a) Per share amounts are calculated using the average shares method, which more appropriately presents
	the per share data for each period.
(b) Total returns are historical in nature and assume changes in share price, reinvestment of dividends and
	capital gains distributions, if any.  Had the Adviser not absorbed a portion of the expenses, total returns
	would have been lower.  Total returns do not include any sales or redemption charges.
(c) Annualized for periods less than one year.
(d) Not annualized.
(e) Redemption fees resulted in less than $0.01 per share.
The accompanying notes are an integral part of these financial statements.

EM Capital India Gateway Fund

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2009

1.

ORGANIZATION

EM Capital India Gateway Fund (the “Fund”) is a series of shares of beneficial interest of the Northern Lights Fund Trust (the “Trust”), a Delaware statutory trust organized on January 19, 2005.  The Fund commenced operations on July 23, 2007, as a series of The Coventry Funds Trust, a Massachusetts business trust (the “Predecessor Fund”) and was reorganized as a series of the Trust on September 5, 2008, pursuant to shareholder approval.  The Fund is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), as a diversified, open-end management investment company.  

The Fund offers three classes of shares: Class A Shares, Class I Shares and Class C Shares.  Each class of shares in the Fund has identical rights and privileges except with respect to arrangements pertaining to shareholder servicing or distributions, class-related expenses, voting rights on matters affecting a single class of shares and the exchange privilege of each class of shares.  Class A Shares are sold with a maximum front-end sales charge of 5.00%.  Each class charges a fee of 2.00% on redemptions of shares held less than 90 days.  There are currently no outstanding shares of Class C Shares.  The Fund has Adviser shares which are not redeemable, and no income or expenses are allocated to the Adviser shares.  The Adviser shares are owned by EM Capital Management, LLC, the Fund’s Adviser and are reflected as Paid In Capital Minority Interest on the Consolidated Statement of Assets and Liabilities.

The Fund’s investment objective is to seek long-term capital growth and income by investing primarily in a diversified portfolio of securities issued by Indian and India-related companies.  The Fund pursues its investment objective by investing through EM Capital Gateway (Mauritius) Ltd., a wholly-owned special purpose limited liability corporation (the “Company”) registered in Mauritius, that was formed solely for the purpose of facilitating the Fund’s purchase of Indian securities and that is regulated by the Securities and Exchange Board of India (“SEBI”).  EM Capital India Gateway Ltd. is a private company limited by shares incorporated in the Republic of Mauritius on March 26, 2007 in accordance with the Companies Act.  It holds a Category 1 Global Business License and is regulated by the Financial Services Commission (FSC).  The principal activity is to carry on business as an investment holding company.  The fin ancial statements of the Fund and Company are consolidated as the Fund directly has controlling interest of the Company and the consolidated financial statements fairly present the Fund’s investments and operations.

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America 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 revenue and expenses during the period.  Actual results could differ from those estimates.

The following is a summary of significant accounting policies followed by the Fund in preparation of its financial statements.

Security Valuation – Portfolio securities of the Company for which market quotations are readily available are valued based upon their current available bid prices in the principal market (closing sales prices if the principal market is an exchange) in which the securities are normally traded.  The Fund’s securities are valued at the last sale price on the exchange in which such securities are primarily traded, as of the close of business on the day the securities are being valued. NASDAQ traded securities are valued using the NASDAQ Official Closing Price (“NOCP”).  If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the mean between the bid and asked prices.  Exchange traded options,

EM Capital India Gateway Fund

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2009

futures and options on futures are valued at the settlement price determined by the exchange.  Short-term investments that mature in 60 days or less are valued at amortized cost, provided such valuations represent fair value.

Securities for which current market quotations are not readily available or for which quotations are not deemed to be representative of market values are valued at fair value as determined in good faith by or under the direction of the Trust’s Board of Trustees (the “Board”) in accordance with the Trust’s Portfolio Securities Valuation Procedures  (the “Procedures”).  The Procedures consider, among others, the following factors to determine a security’s fair value: the nature and pricing history (if any) of the security; whether any dealer quotations for the security are available; and possible valuation methodologies that could be used to determine the fair value of the security.

The Fund utilizes various methods to measure the fair value of most 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 on 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 participate 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 tables summarize the inputs used as of December 31, 2009 for the Fund’s assets and liabilities measured at fair value:

Assets	Level 1	Level 2	Level 3	Total
Common Stocks	$ 268,298	-	-	$ 268,298
Total	$ 268,298	-	-	$ 268,298

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

Currency Translation – For purposes of determining a Fund’s net asset value, all assets and liabilities initially expressed in foreign currency values are converted into U.S. dollar values at the prevailing market rate on each U.S. business day.  The cost of securities is determined by using historical exchange rates.  Income is translated at approximate rates prevailing when accrued.  

EM Capital India Gateway Fund

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2009

Foreign Currency Translation – The Fund may hold foreign currency contracts as hedges against exposure to foreign currency fluctuations in relation to the U.S. dollar.  The carrying value of these contracts is the gain or loss that would be realized if the position (contract) were closed out on the valuation date.  Unrealized gains or losses are reflected in the Consolidated Statement of Operations as part of the change in unrealized depreciation on investments and foreign currency translations, and in the Consolidated Statement of Assets and Liabilities as foreign currency receivable/payable.  As of December 31, 2009, there were no open foreign currency contracts.

Security Transactions and Investment Income – Investment security transactions are accounted for no later than one business day after trade date.  However, for financial reporting purposes, security transactions are accounted for on trade date.  Cost is determined and gains and losses are based upon the specific identification method for both financial statement and federal income tax purposes.

Dividend income is recorded on the ex-dividend date (“ex-date”) or as soon after the ex-date as the Fund, using reasonable diligence, becomes aware of such dividend.  Interest income is recorded on the accrual basis.  Purchase discounts and premiums on securities are accreted and amortized over the life of the respective securities.  

Withholding taxes on foreign dividends have been provided for in accordance with Fund’s understanding of India’s tax rules and rates.

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, taking into consideration the nature and type of expense and the relative sizes of the funds in the Trust.  All expenses of the Company and Fund are accounted for in the Fund’s Consolidated Statement of Operations on the accrual basis.

Federal Income Taxes – The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and will distribute all of its taxable income, if any, to shareholders.  Accordingly, no provision for Federal income taxes is required in the financial statements.

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities.   Management has analyzed the Fund’s 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 open tax years (2007-2008), or expected to be taken in the Fund’s 2009 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal, Nebraska and foreign jurisdictions where the Fund makes significant investments; however, 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.

Distributions to Shareholders – Distributions from investment income, if any, are declared and paid at least annually and are recorded on the ex-dividend date.  The Fund will declare and pay net realized capital gains, if any, at least annually.  The character of income and gains to be distributed is determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America.

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 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 Trust expects the risk of loss due to these warranties and indemnities to be remote.

EM Capital India Gateway Fund

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2009

3.

CONCENTRATION OF MARKET RISK

The Fund will invest primarily in Indian and India-related securities.  The value of the Fund’s investments may therefore be adversely affected by political and social instability in India and by changes in economic or taxation policies in that county.  Investment in Indian securities will expose the Fund to the direct or indirect consequences of political, social or economic changes in India.  India is still considered to be an emerging market nation and, as a result, has historically experienced, and may continue to experience, high rates of inflation, high interest rates, exchange rate fluctuations, large amounts of external debt, balance of payments and trade difficulties and extreme poverty and unemployment.  Emerging market nations may be characterized by political uncertainty and instability.  In addition, there may be a risk of the possibility of expropriation of assets, confiscatory taxation, difficulty in obtaining or enforcing a cou rt judgment, economic, political or social instability, and diplomatic developments that could affect investments in India.

4.

ADVISORY FEE AND OTHER RELATED PARTY TRANSACTIONS

Advisory Fees – Pursuant to the Investment Advisory Agreement (the “Advisory Agreement”), investment advisory services are provided to the Fund by EM Capital Management, LLC (the “Adviser”). Under the terms of the Advisory Agreement, the Adviser receives monthly fees calculated at an annual rate of 1.20% of the average daily net assets of the Fund.  For the year ended December 31, 2009, the Adviser earned advisory fees of $2,168.  The Adviser does not receive a fee from EM Capital Gateway (Mauritius) Ltd.

The Adviser has contractually agreed to waive all or part of its management fees and/or make payments to limit Fund expenses (exclusive of any front-end or contingent deferred loads, taxes, leverage interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, indirect expenses such as dividend expense on securities sold short and expenses of other investment companies in which the Fund invests, or extraordinary or non-recurring expenses), at least until April 30, 2010, so that the total annual operating expenses of the Fund do not exceed 1.70% for Class A shares, 2.45% for Class C shares and 1.45% for Class I shares.  Prior to September 11, 2009, the total annual operating expenses were contractually limited by the Adviser to 2.30% for Class A shares, 2.80% for Class C shares and 1.80% for Class I shares.  Waivers and expense payments may be recouped by the Adviser from the Fund, to the extent that overall expenses fall belo w the expense limitation, within three years of when the amounts were waived or reimbursed.  During the year ended December 31, 2009, the Adviser waived expenses of $2,168 and reimbursed expenses of $218,232.  As of December 31, 2009, the total amount due from Adviser as a result of the expense limitation agreement was $60,512, of which $50,000 has been collected as of March 10, 2010.  Uncollected amounts relates to expenses accrued but currently payable.  As of December 31, 2009, cumulative expenses subject to recapture pursuant to the aforementioned conditions amounted to $956,833, and will expire on December 31 of the years indicated below:

2010	2011	2012
$312,499	$423,934	$220,400

The Fund has entered into separate servicing agreements with Gemini Fund Services, LLC (“GFS”), whereby GFS provides administrative, fund accounting, transfer agency and custody administration services to the Fund. Current GFS agreements are as follows:

Administration - The Fund pays GFS a basis point fee in decreasing amounts as Fund assets reach certain breakpoints.  The Fund also pays GFS for any out-of-pocket expenses.   Fees are billed monthly and are the greater of the annual minimum or the basis point fees.  The annual minimum is $40,000 and the basis point fees are:

10 basis points or 0.10% per annum on the first $100 million in net assets

  8 basis points or 0.08% per annum on the next $150 million in net assets

  6 basis points or 0.06% per annum on net assets greater than $250 million  

EM Capital India Gateway Fund

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2009

Fund Accounting - Total charges for fund accounting services include fees and out-of-pocket expenses. The Fund pays GFS a base annual fee of $24,000 plus $6,000 for each additional share class above one and $6,000 for international funds.  In addition, a basis point fee is charged in decreasing amounts as Fund assets reach certain breakpoints, as follows:

2 basis points or 0.02% on net assets of $25 million to $100 million

1 basis point or 0.01% on net assets greater than $100 million

Transfer Agent - For the services rendered by GFS, in its capacity as transfer agent, the Fund pays GFS transfer agent fees, out-of-pocket expenses, activity charges, and special report charges.   The Fees are billed monthly as follows:

The greater of the annual minimum or per account charges.   The annual minimum is $15,000 per class and the per account charge is $14.00 for open accounts and $2.00 for closed accounts.

For the year ended December 31, 2009, GFS waived $5,000 in transfer agency service fees.

Custody Administration – Pursuant to the terms of the Fund’s Custody Administration Agreement with GFS (the “Custody Administration Agreement”), the Fund pays an asset-based fee in decreasing amounts as Fund assets reach certain breakpoints.  The Fund also pays certain transaction fees and out-of-pocket expenses pursuant to the Custody Administration Agreement.  For the year ended December 31, 2009, GFS collected $301 for providing such services.  The custody fees listed in the Consolidated Statement of Operations include any fees paid to GFS pursuant to the Custody Administration Agreement.

A Trustee and certain officers of the Fund are also officers of GFS and are not paid any fees directly by the Fund for serving in such capacities.  In addition, certain affiliates of GFS provide ancillary services to the Fund as follows:

Northern Lights Compliance Services, LLC (“NLCS”), an affiliate of GFS, provides a Chief Compliance Officer (“CCO”) 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 from the Fund an annual fee of $10,250, payable quarterly, and is reimbursed for out-of-pocket expenses.  

GemCom, LLC (“GemCom”), an affiliate of GFS, provides EDGAR conversion and filing services as well as print management services for the Fund on an ad-hoc basis.  For EDGAR services, GemCom charges a per-page conversion fee and a flat filing fee.  For the year ended December 31, 2009, GemCom received $3,254 for providing such services, a portion of which was accrued in the previous year.  The printing expenses disclosed in the Combined Statement of Operations include the fees paid to GemCom.

Distributor – The distributor of the Fund is Northern Lights Distributors, LLC (the “Distributor”), an affiliate of GFS.  The Board of Trustees of the Northern Lights Fund Trust has adopted, on behalf of the Fund, a Distribution Plan and Agreement pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “Plan”), as amended, to pay for certain distribution activities and shareholder services.  Under the Plan, the Fund may pay 0.50% for Class A Shares per year of its average daily net assets for such distribution and shareholder service activities.  Effective September 11, 2009, the 12b-1 fee for Class A shares was reduced from 0.50% to 0.25% of the average daily net assets for Class A Shares.  For the year ended December 31, 2009, the Fund incurred distribution fees of $707 for Class A Shares.  There is no distribution plan for Class I shares.

Trustees – The Fund pays each Trustee who is not affiliated with the Trust or Adviser a pro rata share of the total fee of $10,000 per quarter as well as reimbursement for any reasonable expenses incurred when attending the meetings. The “interested persons” who serve as Trustees of the Trust receive no compensation for their services as Trustees. None of the executive officers receive compensation from the Trust.

EM Capital India Gateway Fund

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2009

5.

INVESTMENT TRANSACTIONS

The cost of security purchases and the proceeds from the sale of securities, other than short-term securities, for the year ended December 31, 2009, amounted to $102,951 and $92,182, respectively.  The cost basis of securities for tax reporting purposes was $275,585.  Gross unrealized appreciation and depreciation on investments as of December 31, 2009 aggregated $44,410 and $51,697, respectively.

6.

TAX INFORMATION

Accounting principles generally accepted in the United States of America require that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting.  These reclassifications have no effect on net assets or net asset value per share and are designed generally to present undistributed income on a tax basis, which is considered to be more informative to shareholders.  Permanent book and tax differences, due

to net operating losses, resulted in reclassifications for the year ended December  31, 2009 as follows: a decrease in paid-in-capital of $5,017; a decrease in undistributed net investment loss of $985; and a decrease in accumulated realized loss on investments and foreign currency transactions of $4,032.

There were no distributions paid to shareholders during the year ended December 31, 2009.  The tax character of distributions paid during the year ended December 31, 2008 was as follows:

Ordinary Income $3,256

As of December 31, 2009, the components of distributable earnings on a tax basis were as follows:

The difference between book basis and tax basis unrealized depreciation is attributable to the tax deferral of losses on wash sales and mark-to-market on passive foreign investment companies.

At December 31, 2009, the Fund had a capital loss carry forward for federal income tax purposes of $88,774 available to offset future capital gains, if any, of which $26,108 expires on December 31, 2016 and $62,666 expires on December 31, 2017.

Capital losses incurred after October 31st within the Fund’s fiscal year are deemed to arise on the first business day of the following fiscal year for tax purposes.  The Fund incurred and elected to defer $5,644 of such capital losses.

7.

NEW ACCOUNTING PRONOUNCEMENTS

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06 “Improving Disclosures about Fair Value Measurements.”  ASU No. 2010-06 amends FASB Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, to require additional

EM Capital India Gateway Fund

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2009

disclosures regarding fair value measurements.  Certain disclosures required by ASU No. 2010-06 are effective for interim and annual periods beginning after December 15, 2009, and other required disclosures are effective for fiscal

years beginning after December 15, 2010, and for interim periods within those fiscal years.  Management is currently evaluating the impact ASU No. 2010-06 will have on the Fund’s financial statement disclosures.

8.

SUBSEQUENT EVENTS

The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the Statement of Assets and Liabilities.   For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made.   In addition, the Fund is required to disclose the date through which subsequent events have been evaluated.   Management has evaluated subsequent events through the issuance of these financial statements on March 10, 2010 and has noted no such events.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of Northern Lights Fund Trust

and the Shareholders of EM Capital India Gateway Fund

We have audited the accompanying consolidated statement of assets and liabilities of EM Capital India Gateway Fund, a series of shares of beneficial interest of Northern Lights Fund Trust, including the consolidated portfolio of investments, as of December 31, 2009, and the related consolidated statement of operations for the year then ended, and the consolidated statements of changes in net assets and the consolidated financial highlights for each of the years in the two-year period then ended.  These financial statements and financial highlights are the responsibility of the Fund’s management.  Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The consolidated financial highlights for the period July 23, 2007 (commencement of operations) to December 31, 2007 were audited by other auditors whose report dated June 30, 2008 expressed an unqualified opinion on such financi al highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  Our procedures included confirmation of securities owned as of December 31, 2009 by correspondence with the custodian.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of EM Capital India Gateway Fund as of December 31, 2009, and the results of its operations for the year then ended, and the changes in its net assets and its financial highlights for each of the years in the two-year period then ended, in conformity with accounting principles generally accepted in the United States of America.

                        BBD, LLP

Philadelphia, Pennsylvania

March 10, 2010

EM Capital India Gateway Fund

TRUSTEES AND OFFICERS (Unaudited)

December 31, 2009

This chart provides information about the Trustees and Officers who oversee the Fund.  Officers elected by the Trustees manage the day-to-day operations of the Fund and execute policies formulated by the Trustees.  Unless otherwise noted, the address of each Trustee and Officer is 4020 South 147^th Street, Suite 2, Omaha, Nebraska 68137.

Independent Trustees
Name (Age) Address Position held with the Fund Principal Occupations and Other Directorships During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee*
L. Merrill Bryan (65) Trustee since 2005 Retired.  Formerly, Senior Vice President and Chief Information Officer of Union Pacific Corporation (a railroad company) (1966-2005). Other Directorships: AdvisorOne Funds (10 portfolios)	48
Anthony J. Hertl (59) Trustee since 2005 Consultant to small and emerging businesses (since 2000). Other Directorships: AdvisorOne Funds (10 portfolios); Satuit Capital Management Trust; The Z-Seven Fund, Inc. and Greenwich Advisors Trust	48
Gary W. Lanzen (55) Trustee since 2005 Chief Investment Officer (since 2006); President, Orizon Investment Counsel, LLC (2000-2006); Partner, Orizon Group, Inc. (a financial services company) (since 2000). Other Directorships: AdvisorOne Funds (10 portfolios)	48
Mark H. Taylor (45) Trustee since 2007 Professor, Department of Accountancy, Weatherhead School of Management, Case Western Reserve University (since 2009); Professor, John P. Begley Endowed Chair in Accounting, Creighton University (2002 – 2009); Member Auditing Standards Board, AICPA (since 2008).  Other Directorships: Lifetime Achievement Mutual Fund (LFTAX) (Director and Audit Committee Chairman)	48
Interested Trustees and Officers
Michael Miola** (57) Trustee since 2005 Co-Owner and Co-Managing Member of NorthStar Financial Services Group, LLC; Manager of Gemini Fund Services, LLC; Orion Advisor Services, LLC, CLS Investments, LLC, Gemcom, LLC and Northern Lights Compliance Services, LLC (since 2003). Other Directorships: AdvisorOne Funds (10 portfolios); Constellation Trust Co.	48

EM Capital India Gateway Fund

TRUSTEES AND OFFICERS (Unaudited) (Continued)

December 31, 2009

Interested Trustees and Officers (Continued)
Name (Age) Address Position held with the Fund Principal Occupations and Other Directorships During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee*
Andrew Rogers (40) 450 Wireless Blvd.; Hauppauge, NY  11788 President since 2006 President and Manager, Gemini Fund Services, LLC (since 2006), formerly Senior Vice President and Director of Administration (2001 - 2005); Formerly Manager, Northern Lights Compliance Services, LLC (2006 – 2008); Manager (since 2006) and President (since 2004), GemCom LLC. Other Directorships: N/A	N/A
Emile R. Molineaux (47) 450 Wireless Blvd.; Hauppauge, NY  11788 Secretary since 2005 General Counsel, CCO and Senior Vice President, Gemini Fund Services, LLC; Secretary and CCO, Northern Lights Compliance Services, LLC;  (since 2003); In-house Counsel, The Dreyfus Funds (1999 – 2003). Other Directorships: N/A	N/A
Kevin E. Wolf (40) 450 Wireless Blvd.; Hauppauge, NY  11788 Treasurer since 2006 Executive Vice President and Director of Fund Administration, Gemini Fund Services, LLC (since 2008); Vice President, Fund Administration, Gemini Fund Services, LLC (2004 - 2008); Vice-President, GemCom, LLC (since 2004). Other Directorships: N/A	N/A
Lynn Bowley (51) Chief Compliance Officer since 2007 Compliance Officer of Northern Lights Compliance Services, LLC (since 2007); Vice President of Investment Support Services for Mutual of Omaha Companies (2002 – 2006). Other Directorships: N/A	N/A

* The term “Fund Complex” refers to the Northern Lights Fund Trust and the Northern Lights Variable Trust.

** Michael Miola is an “interested person” of the Trust as that term is defined under the 1940 Act, because of his affiliation with Gemini Fund Services, LLC, (the Trust’s Administrator, Fund Accountant, Transfer Agent).

The Fund’s Statement of Additional Information includes additional information about the Trustees and is available free of charge, upon request, by calling toll-free at 1-866-611-4967.

EM Capital India Gateway Fund

DISCLOSURE OF FUND EXPENSES (Unaudited)

December 31, 2009

As a shareholder of the Fund you incur ongoing costs, including management fees, distribution and/or service (12b-1 fees) fees and other Fund expenses.  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.  Please note, the expenses shown in the tables are meant to highlight ongoing costs only and do not reflect any transactional costs.

This example is based on an investment of $1,000 invested for the period of time as indicated in the table below.

Actual Expenses:  The first line of the table provides information about actual account values and actual expenses.  You may use the information in this line, 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 first line under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during the period.

Hypothetical Examples for Comparison Purposes:  The second line of the table below provides 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 balance or expenses you paid for the period.  You may use this information to compare the ongoing costs of investing in the Fund and other funds.  To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the 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 which may be applicable to your account.  Therefore, the second line of 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 Account Value (7/1/09)	Ending Account Value (12/31/09)	Expenses Paid During the Period* (7/1/09 to 12/31/09)
Actual
Class A	$1,000.00	$1,339.00	$11.26
Class I	$1,000.00	$1,346.70	$  8.75
Hypothetical
Class A	$1,000.00	$1,015.58	$  9.70
Class I	$1,000.00	$1,017.74	$  7.53

_______

*Expenses Paid During Period are equal to the  annualized expense ratio of 1.91% for Class A and 1.48% for Class I, multiplied by the average account value over  the period, multiplied by 184 days and divided by 365 (to reflect the number of days in the six month period ended December 31, 2009).

NOTICE OF PRIVACY POLICY & PRACTICES

Your privacy is important to us.  The Portfolios are committed to maintaining the confidentiality, integrity, and security of your personal information.  When you provide personal information, the Portfolios believe that you should be aware of policies to protect the confidentiality of that information.  

The Portfolios collects the following nonpublic personal information about you:

·

Information we receive from you on or in applications or other forms, correspondence, or conversations, including, but not limited to, your name, address, phone number, social security number, assets, income, and date of birth; and

·

Information about your transactions with us, our affiliates, or others, including, but not limited to, your account number and balance, payments history, parties to transactions, cost basis information, and other financial information.

The Portfolios do not disclose any nonpublic personal information about our current or former shareholders to nonaffiliated third parties, except as permitted by law.  For example, the Portfolios are permitted by law to disclose all of the information we collect, as described above, to our transfer agent to process your transactions.  Furthermore, the Portfolios restricts access to your nonpublic personal information to those persons who require such information to provide products or services to you.  The Portfolios maintain physical, electronic, and procedural safeguards that comply with federal standards to guard your nonpublic personal information.

In the event that you hold shares of the Portfolios through a financial intermediary, including, but not limited to, a broker-dealer, bank, or trust company, the privacy policy of your financial intermediary would govern how your nonpublic personal information would be shared with non-affiliated third parties.

The Privacy Policy is not part of this shareholder report

EM CAPITAL INDIA GATEWAYFUND

Class A: EMINX      CUSIP  66537T349

Class C: N/A            CUSIP  66537T331

Class I: EMIIX         CUSIP  66537T323

Adviser	EM Capital Management, LLC 920 Country Club Drive, Suite 1-E Moraga, California 94556 Tel: 925-376-8700 info@emcapitalmanagement.com www.emcapitalmanagement.com
Distributor	Northern Lights Distributors, LLC 4020 South 147th Street Omaha, Nebraska 68137
Legal Counsel	Thompson Hine LLP 312 Walnut Street, 14th Floor Cincinnati, Ohio 45202-4089
Transfer Agent	Gemini Fund Services, LLC 4020 South 147th Street, Suite 2 Omaha, NE  68137
Custodian	Bank of New York One Wall Street, 25th Floor, New York, NY 10286

How to Obtain Proxy Voting Information

Information regarding how the Fund votes proxies relating to portfolio securities for the12 month period ended June 30^th as well as a description of the policies and procedures that the Fund used to determine how to vote proxies is available without charge, upon request, by calling 1-866-611-4967 or by referring to the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

How to Obtain 1^st and 3^rd Fiscal Quarter Portfolio Holdings

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q.  Form N-Q is available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (1-800-SEC-0330).  The information on Form N-Q is available without charge, upon request, by calling 1-866-611-4967.

EM Capital India Gateway Fund

4020 South 147th St. • Suite 2 • Omaha, NE 68137

1-866-611-4967

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 is an audit committee financial expert, as defined in Item 3 of Form N-CSR.  Mr. Hertl is independent for purposes of this Item.

Item 4. Principal Accountant Fees and Services.  

(a)

Audit Fees

2009 - $22,000

2008 - $24,000

(b)

Audit-Related Fees

2009 – None

2008 - N/A

(c)

Tax Fees

2009 – $2,000

2008 - $4,000

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

2009 - None

2008 - N/A

 (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

2009

2008

Audit-Related Fees:

0.00%

0.00%

Tax Fees:

0.00%

0.00%

All Other Fees:

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:

2009 - $2,000

2008 - $4,000

(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.  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/ Andrew B. Rogers

       Andrew B. Rogers, President

Date

3/11/10

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/Andrew B. Rogers

        Andrew B. Rogers, President

Date

3/11/10

By (Signature and Title)

/s/Kevin Wolf

       Kevin Wolf, Treasurer

Date

3/11/10

EX-99.CERT

CERTIFICATIONS

I, Andrew B. Rogers, certify that:

1.

I have reviewed this report on Form N-CSR of EM Capital India Gateway 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 registrant’s most recent fiscal half-year (the registrant’s second fiscal half-year in the case of an annual 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:

3/11/10

/s/Andrew B. Rogers                     

Andrew B. Rogers

President

I, Kevin Wolf, certify that:

1.

I have reviewed this report on Form N-CSR of EM Capital India Gateway 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 registrant’s most recent fiscal half-year (the registrant’s second fiscal half-year in the case of an annual 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:

3/11/10

/s/Kevin Wolf

Kevin Wolf

Treasurer

EX-99.906 CERT

CERTIFICATION

Andrew B. Rogers, President, and Kevin Wolf, 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 December 31, 2009 (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.

President

Treasurer

Northern Lights Fund Trust

Northern Lights Fund Trust

 /s/ Andrew B. Rogers   

 /s/Kevin Wolf           

Andrew B. Rogers

Kevin Wolf

Date:

3/11/10

Date:

      3/11/10         

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.

EX-99.CODE ETH

Northern Lights Fund Trust and the Northern Lights Variable Trust

CODE OF ETHICS FOR SENIOR OFFICERS

Preamble

Section 406 of the Sarbanes-Oxley Act of 2002 directs that rules be adopted disclosing whether a company has a code of ethics for senior financial officers.  The U.S. Securities and Exchange Commission (the “SEC”) has adopted rules requiring annual disclosure of an investment company’s code of ethics applicable to the company’s principal executive as well as principal financial officers, if such a code has been adopted.  In response, Northern Lights Fund Trust and the Northern Lights Variable Trust (the “Trusts”) have adopted this Code of Ethics (the “Code”).

Statement of Policy

It is the obligation of the senior officers of the Trusts to provide full, fair, timely and comprehensible disclosure--financial and otherwise--to Trusts shareholders, regulatory authorities and the general public.  In fulfilling that obligation, senior officers must act ethically, honestly and diligently.  This Code is intended to enunciate guidelines to be followed by persons who serve the Trusts in senior officer positions.  No Code of Ethics can address every situation that a senior officer might face; however, as a guiding principle, senior officers should strive to implement the spirit as well as the letter of applicable laws, rules and regulations, and to provide the type of clear and complete disclosure and information Trusts shareholders have a right to expect.

The purpose of this Code of Ethics is to promote high standards of ethical conduct by Covered Persons (as defined below) in their capacities as officers of the Trusts, to instruct them as to what is considered to be inappropriate and unacceptable conduct or activities for officers and to prohibit such conduct or activities.  This Code supplements other policies that the Trusts and the Advisers have adopted or may adopt in the future with which Trusts officers are also required to comply (e.g., code of ethics relating to personal trading and conduct).

Covered Persons

This Code of Ethics applies to those persons appointed by the Trusts’ Board of Trustees as Chief Executive Officer, President, Chief Financial Officer and Chief Accounting Officer, or persons performing similar functions.  

Promotion of Honest and Ethical Conduct

In serving as an officer of the Trusts, each Covered Person must maintain high standards of honesty and ethical conduct and must encourage his colleagues who provide services to the Trusts, whether directly or indirectly, to do the same.

Each Covered Person understands that as an officer of the Trusts, he has a duty to act in the best interests of the Trusts and their shareholders.  The interests of the Covered Person’s personal interests should not be allowed to compromise the Covered Person from fulfilling his duties as an officer of the Trusts.  

If a Covered Person believes that his personal interests are likely to materially compromise his objectivity or his ability to perform the duties of his role as an officer of the Trusts, he should consult with the Trusts’ chief legal officer or outside counsel.  Under appropriate circumstances, a Covered Person should also consider whether to present the matter to the Trustees of the Trusts or a committee thereof.

No Covered Person shall suggest that any person providing, or soliciting to be retained to provide, services to a Trusts give a gift or an economic benefit of any kind to him in connection with the person’s retention or the provision of services.

Promotion of Full, Fair, Accurate, Timely and Understandable Disclosure

No Covered Person shall create or further the creation of false or misleading information in any SEC filing or report to Trusts’ shareholders.  No Covered Person shall conceal or fail to disclose information within the Covered Person’s possession legally required to be disclosed or necessary to make the disclosure made not misleading.  If a Covered Person shall become aware that information filed with the SEC or made available to the public contains any false or misleading information or omits to disclose necessary information, he shall promptly report it to Trusts’ counsel, who shall advise such Covered Person whether corrective action is necessary or appropriate.

Each Covered Person, consistent with his responsibilities, shall exercise appropriate supervision over, and shall assist, Trusts service providers in developing financial information and other disclosure that complies with relevant law and presents information in a clear, comprehensible and complete manner.  Each Covered Person shall use his best efforts within his area of expertise to assure that Trusts reports reveal, rather than conceal, the Trusts’ financial condition.

Each Covered Person shall seek to obtain additional resources if he believes that available resources are inadequate to enable the Trusts to provide full, fair and accurate financial information and other disclosure to regulators and Trusts shareholders.

Each Covered Person shall inquire of other Trusts officers and service providers, as appropriate, to assure that information provided is accurate and complete and presented in an understandable format using comprehensible language.

Each Covered Person shall diligently perform his services to the Trusts, so that information can be gathered and assessed early enough to facilitate timely filings and issuance of reports and required certifications.

Promotion of Compliance with Applicable Government Laws, Rules and Regulations

Each Covered Person shall become and remain knowledgeable concerning the laws and regulations relating to the Trusts and its operations and shall act with competence and due care in serving as an officer of the Trusts.  Each Covered Person with specific responsibility for financial statement disclosure will become and remain knowledgeable concerning relevant auditing standards, generally accepted accounting principles, FASB pronouncements and other accounting and tax literature and developments.

Each Covered Person shall devote sufficient time to fulfilling his responsibilities to the Trusts.

Each Covered Person shall cooperate with the Trusts’ independent auditors, regulatory agencies and internal auditors in their review or inspection of the Trusts and their operations.

No Covered Person shall knowingly violate any law or regulation relating to the Trusts or their operations or seek to illegally circumvent any such law or regulation.

No Covered Person shall engage in any conduct involving dishonesty, fraud, deceit or misrepresentation involving the Trusts or their operations.

Promoting Prompt Internal Reporting of Violations

Each Covered Person shall promptly report his own violations of this Code and violations by other Covered Persons of which he is aware to the Chairman of the Trusts’ Audit Committee.

Any requests for a waiver from or an amendment to this Code shall be made to the Chairman of the Trusts’ Audit Committee.  All waivers and amendments shall be disclosed as required by law.

Sanctions

Failure to comply with this Code will subject the violator to appropriate sanctions, which will vary based on the nature and severity of the violation.  Such sanctions may include censure, suspension or termination of position as an officer of the Trusts.  Sanctions shall be imposed by the Trusts’ Audit Committee, subject to review by the entire Board of Trustees of the Trusts.

Each Covered Person shall be required to certify annually whether he has complied with this Code.

No Rights Created

This Code of Ethics is a statement of certain fundamental principles, policies and procedures that govern the Trusts’ senior officers in the conduct of the Trusts’ business.  It is not intended to and does not create any rights in any employee, investor, supplier, competitor, shareholder or any other person or entity.

Recordkeeping

The Trusts will maintain and preserve for a period of not less than six (6) years from the date such action is taken, the first two (2) years in an easily accessible place, a copy of the information or materials supplied to the Board (1) that provided the basis for any amendment or waiver to this Code and (2) relating to any violation of the Code and sanctions imposed for such violation, together with a written record of the approval or action taken by the Board.

Amendments

The Trustees will make and approve such changes to this Code of Ethics as they deem necessary or appropriate to effectuate the purposes of this Code.

Dated:         

February 19, 2007

CODE OF ETHICS FOR SENIOR OFFICERS

I HEREBY CERTIFY THAT:

(1)

I have read and I understand the Code of Ethics for Senior Officers adopted by Northern Lights Fund Trust and the Northern Lights Variable Trust (the “Code of Ethics”);

(2)

I recognize that I am subject to the Code of Ethics;

(3)

I have complied with the requirements of the Code of Ethics during the period year ended April 30, 2008; and

(4)

I have reported all violations of the Code of Ethics required to be reported pursuant to the requirements of the Code during the period ended April 30, 2008.

Set forth below exceptions to items (3) and (4), if any:

______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Name: _________________

Date:  _________________