0000910472-12-000358 Sample Contracts

INVESTMENT ADVISORY AGREEMENT Between NORTHERN LIGHTS FUND TRUST And CMG CAPITAL MANAGEMENT, INC.
Investment Advisory Agreement • February 10th, 2012 • Northern Lights Fund Trust • New York

AGREEMENT, made as of November 18, 2011, between Northern Lights Fund Trust, a Delaware statutory trust (the "Trust"), and CMG Capital Management, Inc., a corporation organized and existing under the laws of the State of Pennsylvania (the "Adviser") located at 150 N. Radnor-Chester Road, Suite A150, Radnor, Pennsylvania 19087.

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DISTRIBUTION PLAN PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 NORTHERN LIGHTS FUND TRUST On behalf of its series CMG TACTICAL EQUITY STRATEGY FUND
Distribution Plan • February 10th, 2012 • Northern Lights Fund Trust

DISTRIBUTION PLAN made as of November 18, 2011, by and between Northern Lights Fund Trust (the "Trust") on behalf of its separate series, CMG TACTICAL EQUITY STRATEGY FUND (the “Fund) and the distributor for the Fund, Northern Lights Distributors, LLC (the “DISTRIBUTOR”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • February 10th, 2012 • Northern Lights Fund Trust • New York

THIS AGREEMENT is made and entered into as of this 27th day of February, 2009 as revised November 18, 2011, by and between CMG CAPITAL MANAGEMENT GROUP, INC. (the "Adviser"), a corporation registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) located at located at 150 N. Radnor-Chester Road, Suite A150, Radnor, Pennsylvania 19087, and SCOTIA PARTNERS, LTD. (the “Subadviser”), a limited liability company registered under the Advisers Act, located at 436 Ridge Road, Spring City, PA 19475, with respect to each Fund listed on Schedule A hereto (each, a “Fund”), each a series of the NORTHERN LIGHTS FUND TRUST, a Delaware statutory trust (the “Trust”).

NORTHERN LIGHTS FUND TRUST OPERATING EXPENSES LIMITATION AGREEMENT CMG TACTICAL EQUITY STRATEGY FUND
Operating Expenses Limitation Agreement • February 10th, 2012 • Northern Lights Fund Trust • New York

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of November 18, 2011, by and between NORTHERN LIGHTS FUND TRUST, a Delaware statutory trust (the “Trust”), on behalf of CMG Tactical Equity Strategy Fund (the “Fund”) a series of the Trust, and the advisor of the Fund, CMG Capital Management Group, Inc. (the “Advisor”).

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