FIRST AMENDMENT TO INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST and

FIRST AMENDMENT TO INVESTMENT ADVISORY AGREEMENT

Between

NORTHERN LIGHTS FUND TRUST

and

W.E. XXXXXXXX & CO., INC.

THIS FIRST AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT is made and entered into as of June 25, 2014, between Northern Lights Fund Trust, a Delaware statutory trust (the "Trust"), and W.E. Xxxxxxxx & Co., Inc., a Massachussets Company (the "Adviser") located at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 .

RECITALS:

WHEREAS, the parties previously entered into as Investment Advisory Agreement between Northern Lights Fund Trust and W.E. Xxxxxxxx & Co., Inc. dated as of May 20, 2010 (the “Agreement”);

WHEREAS, the Agreement continues in effect with respect to the Power Income Fund (the “Fund”) from year to year; provided, such continuance is approved at least annually before September 14^th (“Expiration Date”) each year by vote of a majority of the outstanding voting securities of the Fund or by the Trustees of the Trust;

WHEREAS, the purpose of this Amendment is to designate a new Expiration Date for the Agreement in order to align its annual renewal with other investment advisory agreements between the Adviser and the Trust;

NOW, THEREFORE, the parties hereto agree as follows:

1. The Expiration Date in the Agreement is hereby amended to require annual approval to occur before April 29^th each year, beginning in 2015.

2. The parties acknowledge and agree that all provisions of the Agreement remain in full force and effect.

IN WITNESS WHEREOF, the parties have caused this First Amendment to be signed by their respective officers thereunto duly authorized as of the date and year first above written.

NORTHERN LIGHTS FUND TRUST

By: /s/ Xxxxxx Xxxxxx

Name: Xxxxxx Xxxxxx

Title: President

W.E. XXXXXXXX & CO., INC.

By: /s/ Xxxxxxx X. Xxxxxx

Name: Xxxxxxx X. Xxxxxx

Title: Vice President & Chief Compliance Officer