Securities Act File No. 333-122917
ICA No. 811- 21720
As filed with the Securities and Exchange Commission February 12, 2013
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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| Post-Effective Amendment No.
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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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 80 Arkay Drive, Suite 110 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 Ascendant Balanced Fund, Ascendant Natural Resources Fund, Ascendant Multicap Equity Fund and Patriot 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.
459
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
12th day of February, 2013.
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 | February 12, 2013 |
John V. Palancia* | Trustee | February 12, 2013 |
Gary Lanzen* | Trustee | February 12, 2013 |
Anthony Hertl* | Trustee | February 12, 2013 |
Mark Taylor* | Trustee | February 12, 2013 |
/s/ Andrew Rogers Andrew Rogers | President and Principal Executive Officer | February 12, 2013 |
Kevin Wolf* | Treasurer and Principal Accounting Officer | February 12, 2013 |
By: Date:
/s/ James Ash
February 12, 2013
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 |
Ascendant Natural Resources Fund | Ascendant Natural Resources Fund | ||||||||||||||||||||||||||||||||||||||||||||||||
Ascendant Natural Resources Fund | ||||||||||||||||||||||||||||||||||||||||||||||||
Investment Objective: | ||||||||||||||||||||||||||||||||||||||||||||||||
The Fund seeks growth of capital. |
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Fees and Expenses of the Fund: | ||||||||||||||||||||||||||||||||||||||||||||||||
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts on purchases of Class A shares if you and your family invest, or agree to invest in the future, at least $25,000 in the Fund. More information about these and |
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Shareholder Fees (fees paid directly from your investment) | ||||||||||||||||||||||||||||||||||||||||||||||||
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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 period, the Fund's portfolio turnover rate was 92% of the average value of its portfolio. |
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Principal Investment Strategies: | ||||||||||||||||||||||||||||||||||||||||||||||||
Under normal market conditions, the Fund invests at least 80% of its assets in the common stock of natural resource companies. The Fund defines natural resource companies as those in businesses that are primarily related to (i.e. have a majority of their assets in, or revenues or profits from) oil, gas, metals, forest products, agriculture, chemicals, commodities or other natural resources, including mining, refining or processing. The Fund invests without restriction as to issuer capitalization or country. The adviser selects natural resource common stocks from the stocks listed on the major US exchanges with, generally, at least five years of historical financial data, including American depositary receipts ("ADRs") representing common stocks of foreign issuers. The adviser's selection process is primarily based on a bottom up, quantitative process utilizing a broad array of technical and fundamental data items developed through 40 years of proprietary research and statistical analysis. These data items consider fundamental measures including: stock valuation based on price to earnings ratio, balance sheet leverage, and relative-to-industry earnings. Based on this analysis, companies and industries are ranked based on prospects for relative price performance over various time horizons. The adviser also evaluates the most attractive common stocks using qualitative considerations, such as the experience of a company's management, to select securities. The adviser may sell a security based on its performance, new research or when the underlying investment thesis has deteriorated. The Fund is a “feeder” fund that currently invests all of its assets in the Natural Resources Master Fund, a series of Northern Lights Fund Trust (the “Master Fund”), which has the same investment objective and strategies as the Fund. Generally all investments are made at the Master Fund level. This structure is sometimes called a “master-feeder” structure. The Fund’s investment results will correspond directly to the investment results of the Master Fund. The Fund also may invest in additional master funds, other investment companies managed by Ascendant Advisors, LLC, or directly in a portfolio of securities. |
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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. Since the Fund is a feeder fund, all references to the investment activities of the Fund also are intended to apply to the Master Fund and any other investment company in which the Fund may invest. Many factors affect the Fund's net asset value and performance. · Equity Market Risk. Equity markets can be volatile. In other words, the prices of common stocks can fall rapidly in response to developments affecting a specific company or industry, or to changing economic, political or market conditions. · Foreign Risk. Changes in foreign economies and political climates are more likely to affect the Fund than a mutual fund that invests exclusively in U.S. companies. The values of foreign issuer common stocks and ADRs may be affected by changes in exchange control regulations, application of foreign tax laws, changes in governmental administration or economic or monetary policy. · Issuer-Specific Risk. The value of a specific common stock can be more volatile than the market as a whole and can perform differently from the market as a whole. · Limited History of Operations Risk. The Fund · Management Risk. The adviser's judgments about the attractiveness and potential appreciation of a common stock may prove to be inaccurate and may not produce the desired results. · Natural Resource Risk. The Fund's exposure to companies primarily engaged in the natural resource markets may subject the Fund to greater volatility than investments in a wider variety of industries. Natural resource companies may be affected by changes in overall market movements, commodity price volatility, changes in interest rates, or sectors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political and regulatory developments. · No History of Mutual Fund Management. The Fund's adviser has not previously managed a mutual fund. · Small and Medium Capitalization Company Risk. The value of small or medium capitalization company common stocks may be subject to more abrupt or erratic market movements than those of larger, more established companies or the market averages in general. |
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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 Class A shares of the Fund for each full calendar year since the Fund's inception. The performance table compares the performance of the share classes of the Fund over time to the performance of a broad-based securities market 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 1-855-527-2363 or visiting ascendantfunds.com. |
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Class A Annual Total Return For Calendar Period Ended December 311 (Returns do not reflect sales loads and would be lower if they did) | ||||||||||||||||||||||||||||||||||||||||||||||||
1 The returns are for Class A Shares, which would have substantially similar annual returns as the other share classes because the shares are invested in the same portfolio of securities and the returns for each class would differ only to the extent that the classes do not have the same expenses. |
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Performance Table | ||||||||||||||||||||||||||||||||||||||||||||||||
Average Annual Total Returns (For periods ended December 31, 2012) | ||||||||||||||||||||||||||||||||||||||||||||||||
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After-tax returns were calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold shares of the Fund through tax-deferred arrangements, such as 401(k) plans or Individual Retirement Accounts (IRAs). After tax returns are not shown for Class C and I shares and would differ from those of Class A shares. S&P North American Natural Resources Sector Index TR is an equity benchmark that represents U.S. traded securities across a broadly defined North American Natural Resource sector. S&P Indices uses GICS® to determine a company’s classification. The index is modified-capitalization weighted, where a stock’s weight is capped at a level determined on a sector basis. |