FIRST AMENDMENT TO INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST and PRINCETON FUND ADVISORS, LLC and EAGLE GLOBAL ADVISORS, LLC

FIRST AMENDMENT TO INVESTMENT ADVISORY AGREEMENT

Between

NORTHERN LIGHTS FUND TRUST

and

PRINCETON FUND ADVISORS, LLC

and

EAGLE GLOBAL ADVISORS, LLC

THIS FIRST AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT is made and entered into as of August 12, 2014, between Northern Lights Fund Trust, a Delaware statutory trust (the "Trust"), Princeton Fund Advisors, LLC, a Delaware limited liability company (a “Co-Adviser” or “Princeton”) located at 0000 00^xx Xxxxxx, Xxxxx 0000, Xxxxxx, XX 00000; and Eagle Global Advisors, LLC, a Texas limited liability company a (“Co-Adviser” or “Eagle”) located at 0000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000.

RECITALS:

WHEREAS, the parties previously entered into as Investment Co-Advisory Agreement between Northern Lights Fund Trust and Princeton and Eagle dated as of August 22, 2011 (the “Agreement”);

WHEREAS, the Agreement continues in effect with respect to the Eagle MLP Strategy 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 July 18^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: ____________________________

Name: Xxxxxx Xxxxxx

Title: President

PRINCETON FUND ADVISORS, LLC		EAGLE GLOBAL ADVISORS, LLC
By:	____________________________	By:	____________________________
	Name: Xxxx Xxxxxxxx		Name: Xxxxxx X. Xxxxx
	Title:		Title: