Securities Act File No. 333-122917
ICA No. 811- 21720
As filed with the Securities and Exchange Commission December 3, 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
| Pre-Effective Amendment No. _______ |
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| Post-Effective Amendment No. 438 |
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
| Amendment No. 440 |
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(Check Appropriate Box or Boxes)
Northern Lights Fund Trust
(Exact Name of Registrant as Specified in Charter)
17605 Wright Street
Omaha, NE 68154-1150
Attention: Michael Miola
(Address of Principal Executive Offices)(Zip Code)
(402) 895-1600
(Registrant's Telephone Number, Including Area Code)
The Corporation Trust Company
Corporate Trust Center
1209 Orange Street
Wilmington, DE 19801
(Name and Address of Agent for Service)
With a copy to:
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JoAnn M. Strasser, Esq. Thompson Hine LLP 41 South High Street, Suite 1700 Columbus, Ohio 43215 614-469-3265 (phone) 513-241-4771 (fax) | James P. Ash, Esq. Gemini Fund Services, LLC 450 Wireless Blvd. Hauppauge, New York 11788 (631) 470-2619 (phone) (631) 813-2884 (fax) |
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check appropriate box):
(X)
immediately upon filing pursuant to paragraph (b).
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on (date) pursuant to paragraph (b).
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60 days after filing pursuant to paragraph (a)(1).
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on (date) pursuant to paragraph (a)(1).
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75 days after filing pursuant to paragraph (a)(2).
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on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
( ) this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
This filing relates solely to the Changing Parameters Fund, GMG Defensive Beta Fund and Wade Tactical L/S Fund, each a series of the Trust.
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, and Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment No. 438 to the Registration Statement on Form N-1A to be signed on its behalf by the undersigned, duly authorized in the City of Hauppauge, State of New York on the 3rd day of December, 2012.
NORTHERN LIGHTS FUND TRUST
(Registrant)
/s/ Andrew Rogers
By: Andrew Rogers,
President and Principal Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Michael Miola* | Trustee & Chairman | December 3, 2012 |
John V. Palancia* | Trustee | December 3, 2012 |
Gary Lanzen* | Trustee | December 3, 2012 |
Anthony Hertl* | Trustee | December 3, 2012 |
Mark Taylor* | Trustee | December 3, 2012 |
/s/ Andrew Rogers Andrew Rogers | President and Principal Executive Officer | December 3, 2012 |
Kevin Wolf* | Treasurer and Principal Accounting Officer | December 3, 2012 |
By: Date:
/s/ James Ash
December 3, 2012
James Ash
*Attorney-in-Fact Pursuant to Powers of Attorney previously filed on April 1, 2011 to the Registrants Registration Statement in Post-Effective Amendment No. 234, and hereby incorporated by reference.
EXHIBIT INDEX
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Index No. |
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Description of Exhibit |
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EX-101.INS |
| XBRL Instance Document |
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EX-101.SCH |
| XBRL Taxonomy Extension Schema Document |
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EX-101.DEF |
| XBRL Taxonomy Extension Definition Linkbase |
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EX-101.LAB |
| XBRL Taxonomy Extension Labels Linkbase |
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EX-101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase |
GMG Defensive Beta Fund | ||||||||||||||||||||||||||||
GMG Defensive Beta Fund | ||||||||||||||||||||||||||||
Investment Objective: | ||||||||||||||||||||||||||||
The Fund seeks to provide long-term capital appreciation with less volatility than broader equity markets. |
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Fees and Expenses of the Fund: | ||||||||||||||||||||||||||||
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. |
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Shareholder Fees (fees paid directly from your investment) | ||||||||||||||||||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||||||||||||||
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Example: | ||||||||||||||||||||||||||||
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. |
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The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based upon these assumptions your costs would be: | ||||||||||||||||||||||||||||
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Portfolio Turnover: | ||||||||||||||||||||||||||||
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 30% of the average value of its portfolio. |
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Principal Investment Strategies: | ||||||||||||||||||||||||||||
The Fund's adviser, Montebello Partners, LLC, seeks to achieve long-term capital appreciation with less volatility than the broader equity markets by investing long or short across a broad array of traditional and alternative asset classes of U.S. and foreign issuers using its proprietary "Alpha" and "Beta" strategies. Traditional asset classes include: (i) equity securities of any market capitalization; (ii) fixed income securities, including exchange-traded notes, of any maturity and any credit quality such as high-yield or junk bonds; (iii) other investment companies including mutual funds, closed-end funds and exchange-traded funds ("Underlying Funds"); and (iv) cash equivalents. Alternative asset classes include: (i) derivative instruments, (ii) commodities, (iii) foreign assets including foreign currencies, (iv) real estate-related securities and (v) private equity. The Fund may invest up to 25% of its total assets in a wholly-owned and controlled subsidiary (the “Subsidiary”), which has the same investment objective as the Fund. The Subsidiary will invest primarily (long and short) in commodity and financial futures, option and swap contracts, as well as fixed income securities and other investments intended to serve as margin or collateral for the Subsidiary’s derivative positions. By investing in commodities indirectly through the Subsidiary, the Fund will obtain exposure to the commodities markets within the federal tax requirements that apply to the Fund. The Subsidiary will be subject to the same investment restrictions and limitations, and follow the same compliance policies and procedures, as the Fund. The adviser's investment approach includes two primary components. Alpha Strategy. The adviser’s Alpha strategy seeks to identify investments that have expected returns that are not correlated with the equity or fixed income markets as a whole. To reduce correlation to the equity or fixed income market, this strategy may use hedging techniques such as short selling or short positions in derivative instruments to reduce market risk. Beta Strategy. The adviser’s Beta strategy seeks to identify investments that the adviser believes will produce superior returns compared to the equity or fixed income markets as a whole. Investments in this strategy are expected to have returns that are correlated to the equity or fixed income markets as a whole. The adviser will take long positions in securities and instruments that it believes are undervalued relative to competing investments and will sell short or take short positions in securities and instruments it believes are overvalued. The adviser will sell long positions and cover (buy back) short positions when it believes these securities and instruments have reached their target price or more compelling investments are available. The Fund is defensive in that it is expected to have rates of return that are less volatile than, or less than perfectly correlated to, the equity or fixed income markets as a whole. The Fund will use leverage to enhance returns. The amount of leverage will be a function of the adviser's ability to identify attractive investments and its assessment of the overall investment environment. The Fund may borrow an amount up to one-third of its assets for investment purposes. |
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Principal Investment Risks: | ||||||||||||||||||||||||||||
As with all mutual funds, there is the risk that you could lose money through your investment in the Fund. The Fund is not intended to be a complete investment program. Although the Fund will strive to meet its investment objective, there is no assurance that it will do so. Many factors affect the Fund’s net asset value and performance. · Commodities Risk. The value of the commodity-linked investments may be affected by factors affecting the value of the commodity-specific industry, such as weather, disease, embargoes, or political and regulatory developments in addition to overall market movements. · ETFs and Other Investment Companies Risk. The Fund may invest in exchange traded funds ("ETFs") and other investment companies. As a result, your cost of investing in the Fund will be higher because you will indirectly bear fees and expenses charged by the underlying funds. · Fixed Income Risk. When the Fund invests in fixed income securities directly or indirectly by investing in mutual funds that invest primarily in fixed income securities, the value of the Fund will fluctuate with changes in interest rates. Defaults by fixed income issuers in which the Fund invests will also harm performance. · Foreign Risk. The Fund could be subject to greater risks because the Fund’s performance may depend on factors other than the performance of securities of U.S. issuers including unfavorable changes in currency exchange rates. · Hedging and Derivative Risk. The Fund may execute an investment strategy or hedge by entering into derivative contracts such as futures, options on futures, swaps which can be riskier than traditional investments because they involve leverage, may be illiquid, may suffer counterparty default and may limit gains. · Issuer-Specific Risk. The value of a specific security can be more volatile than the market as a whole and may perform worse than the market as a whole. · Leveraging Risk. The use of leverage, such as borrowing money to purchase securities will magnify the Fund's gains or losses. Management Risk. The adviser's judgments about the potential appreciation of particular security or instrument in which the Fund invests or sells short may prove to be incorrect. · Private Equity Risk. Equities issued as privately placed securities may be subject to risks similar to those faced by small-cap issuers and by liquidity risks. · Real Estate Related Risk. An investment in real estate-related securities such as Real Estate Investment Trusts (“REITs”) may be subject to the risk of changes in economic conditions, interest rates, property values, property tax increases and overbuilding. · Sector Risk. The Fund's investments in a sector bear the risk that securities within the same group of industries will decline in price due to sector-specific market or economic developments. · Short Selling Risk. The Fund may engage in short selling activities, which are more risky than "long" positions (purchases) because the cost of the replacement security or instrument is unknown. · Small-Cap and Mid-Cap Risk. Small-cap and mid-cap companies may be more vulnerable than larger, more established organizations to adverse business or economic developments. These companies may have limited product lines, markets or financial resources, and they may be dependent on a limited management group. · Stock Market Risk. Stock prices can fall rapidly in response to developments affecting a specific company or industry, or to changing economic, political or market conditions. Wholly-Owned Subsidiary Risk. The Subsidiary will not be registered under the Investment Company Act of 1940, as amended ("1940 Act") and will not have all of the investor protections of the 1940 Act. Your cost of investing in the Fund will be higher because you will indirectly bear fees and expenses incurred by the Subsidiary. Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and Subsidiary, respectively, are organized, could result in the inability of the Fund and/or Subsidiary to operate as described in this Prospectus and could negatively affect the Fund and its shareholders. |
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Performance: | ||||||||||||||||||||||||||||
The bar chart and performance table below show the variability of the Fund’s returns, which is some indication of the risks of investing in the Fund. The bar chart shows performance of the Fund’s shares for each full calendar year since the Fund's inception. The performance table compares the performance of the Fund over time to the performance of a broad-based securities market index and a supplemental index. You should be aware that the Fund’s past performance (before and after taxes) may not be an indication of how the Fund will perform in the future. Updated performance information is available at no cost by calling 1-877-464-3111. |
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Performance Bar Chart For Calendar Years Ended December 31, | ||||||||||||||||||||||||||||
The Fund’s year-to-date return as of the most recent calendar quarter, which ended September 30, 2012
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Performance Table | ||||||||||||||||||||||||||||
Average Annual Total Returns (For periods ended December 31, 2011) | ||||||||||||||||||||||||||||
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