AMENDMENT NO. 1 TO INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST And CMG CAPITAL MANAGEMENT GROUP, INC.

AMENDMENT NO. 1 TO

INVESTMENT ADVISORY AGREEMENT

Between

NORTHERN LIGHTS FUND TRUST

And

CMG CAPITAL MANAGEMENT GROUP, INC.

THIS INVESTMENT ADVISORY AGREEMENT AMENDMENT is made and entered into as of December 10, 2014 between Northern Lights Fund Trust, a Delaware statutory trust (the "Trust"), and CMG Capital Management Group, Inc., a corporation organized and existing under the laws of the State of Pennsylvania (the "Adviser") located at 0000 Xxxxxxxxxxx Xxxxx, Xxxxx 000, Xxxx xx Xxxxxxx, XX 00000.

WHEREAS, the parties have entered into an Investment Advisory Agreement dated as of March 23, 2013 (the “Agreement”); and

WHEREAS, the parties now desire to amend the Agreement as set forth below.

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 February 28th each year, beginning in 2015.

2. Appendix A to the Agreement is deleted in its entirety and replaced with Appendix A attached hereto.

3. All other terms of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Advisory Agreement Amendment as of the date set forth above.

NORTHERN LIGHTS FUND TRUST CMG CAPITAL MANAGEMENT GROUP, INC.

By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxxxx Xxxxxxxxxx

Name: Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxxxxx

Title: President Title: Chief Executive Officer

NORTHERN LIGHTS FUND TRUST

INVESTMENT ADVISORY AGREEMENT

APPENDIX A

FEES EFFECTIVE AS OF DECEMBER 1, 2014

NAME OF FUND	ANNUAL ADVISORY FEE AS A % OF AVERAGE NET ASSETS OF THE FUND
CMG Global Equity Fund CMG Managed High Yield Fund	1.25% 0.95%