N-CSR 1 adaptivencsr.htm N-CSR GemCom, LLC

united states
securities and exchange commission
washington, d.c. 20549

form n-csr

certified shareholder report of registered management
investment companies

Investment Company Act file number 811-21853

 

Northern Lights Variable Fund Trust

(Exact name of registrant as specified in charter)

 

17605 Wright Street, Omaha, Nebraska 68130

(Address of principal executive offices) (Zip code)

 

James Ash, Gemini Fund Services, LLC.

17605 Wright Street, Omaha, Nebraska 68130

(Name and address of agent for service)

 

Registrant's telephone number, including area code: 631-470-2619

 

Date of fiscal year end: 12/31

 

Date of reporting period: 12/31/14

 

Item 1. Reports to Stockholders.

 

(ADAPTIVE ALLOCATION)

 

 

Adaptive Allocation
Portfolio

 

 

 

 

Annual Report
December 31, 2014

 

 

1-866-263-9260

www.unusualfund.com

 

 

Distributed by Northern Light Distributors, LLC

 FINRA Member

 
 
TO SHAREHOLDERS OF THE
ADAPTIVE ALLOCATION PORTFOLIO
December 31, 2014
(ADAPTIVE ALLOCATION)

 

2014 was quite an eventful year, dominated by a rise in civil unrest across the globe. After a rough start to the year and a few additional sell-offs along the way, U.S. equities, as represented by the S&P 500 Total Return Index, were able to post gains of 13.7% for the year ending December 31, 2014. Small stocks, as represented by the Russell 2000 Total Return Index, did not fare as well, gaining 4.9% for the same period. International equities, as represented by the iShares Core MSCI Total International Stock ETF (which includes a broad range of large-, mid- and small-sized equities from developed and emerging markets excluding US stocks), lost 4.0% for the year. Will markets continue to ignore the seemingly ever-increasing global “gloom and doom” headlines in 2015?

 

Contrary to most expert predictions going into 2014, U.S. interest rates continued to decline, leading the Barclay’s Aggregate Bond Total Return Index to post a gain of 6.0% for the year. We will have to wait to see if 2015 is the year that interest rates finally reach a bottom.

 

2014 was a transitional year for Critical Math Advisors, as we finalized a 1 ½ year long model development/review process, which included implementing several new models as well as seeking ways to make our existing models more robust. We believe that the completion of our model modifications has the potential for further risk reduction, while still allowing for upside participation over the long term. Keep in mind that we always look for ways to further enhance our risk management strategies.

 

We now have models for the following investment categories: US Equities: Large Cap / Mid Cap / Small Cap, Foreign Equities including Emerging Markets, Energy Infrastructure, Gold, Real Estate Investment Trusts (REITs), S&P Buyback Equities, Spinoff Funds, High Yield Corporate Bonds, High Yield Municipal Bonds, Inflation Protected Bonds (TIPS) in addition to investing in Cash Equivalents when defensively positioned. Taken as a whole, our models currently indicate that current market trends warrant cautious, defensive positioning. Only our High-Yield Municipal Bond and REIT (Real Estate Investment Trust) models ended the year “in”. We will remain invested mostly in cash equivalents until our models indicate that the potential upside reward appears greater than the potential downside risk. As always, please remember that past performance may not be indicative of future results.

 

The total return for the Adaptive Allocation Portfolio (net of portfolio expenses) for the 12 month period ended December 31, 2014 was a loss of -1.4%. The Hedge Fund Research Inc. Macro Systematic Diversified Total Return Index (“HFRI Index”) gained 11.1% for the same period. The Portfolio is not intended to correspond directly to any comparative index.

 

The HFRI Index, comprised of actively-managed funds that utilize somewhat similar risk management strategies, may provide a basis for comparison for an actively managed portfolio such as Adaptive Allocation. The performance for the HFRI Index, which includes more than 175 macro hedge fund managers employing sophisticated quantitative models to make investment decisions, was driven primarily through gains occurring during the second half of the year resulting from the sharp decline in the price of Oil and the sharp increase in the U.S. Dollar. The Portfolio does not invest in any currency instruments and does not take short positions in energy-related equities leading to the Portfolio’s underperformance relative to the HFRI index for the year.

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Further return information for the Adaptive Allocation Portfolio (net of portfolio expenses) and the HFRI Index (does not include any fund expenses) is presented on the following pages. Note that information for periods greater than 1 year is annualized.

 

The portfolio performance data quoted here represents past performance. Current performance may be lower or higher than the performance data quoted above. Investment return and principal value will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Past performance is no guarantee of future results. A fund’s performance, especially for very short periods of time, should not be the sole factor in making your investment decisions. There is no front end or back end load for the Adaptive Allocation Portfolio. The total operating expense ratio as stated in the fee table to the Portfolio’s prospectus dated May 1, 2014 is 2.56%.

 

The Portfolio is an investment vehicle for variable annuity contracts. All performance figures for the Portfolio do not include any fees or expenses that are typically charged by these contracts. If these fees and expenses were included your overall expenses would be higher. Please review your insurance contract prospectus for further description of these fees and expenses.

 

For current performance information, please visit www.unusualfund.com or call toll-free 1-866-263-9260. All performance figures reflect fee waivers and expense subsidies, without which performance figures would have been lower.

 

 

 

Historical performance results for investment indices and/or categories have been provided for general comparison purposes only, and generally do not reflect the deduction of transaction and/or custodial charges, the deduction of an investment management fee, nor the impact of taxes, the incurrence of which would have the effect of decreasing historical performance results. It should not be assumed that your account holdings correspond directly to any comparative indices. Past performance may not be indicative of future results and does not reflect the impact of taxes on non-qualified accounts. The information contained is derived from sources believed to be accurate. However we do not guarantee its accuracy.

 

You cannot invest directly in an index and unmanaged index returns do not reflect any fees, expenses or sales charges.

 

The HFRI Macro Systematic Diversified Index tracks strategies using investment procedures that identify market opportunities containing trending or momentum characteristics across asset classes and other instruments. These strategies normally focus on instruments that are highly liquid with short holding periods. These strategies typically would expect to have no greater than a 35% investment in either dedicated currency or commodity exposures over a given market cycle.

 

The S&P 500 Index is an unmanaged market capitalization-weighted index of 500 of the largest capitalized U.S. domiciled companies. This index is widely used by professional investors as a performance benchmark for large-cap stocks.

 

The Russell 2000 Index is an index comprised of the 2,000 smallest companies on the Russell 3000 list and offers investors access to small cap companies. You cannot invest directly into an index.

 

The iShares Core MSCI Total International Stock ETF tracks the MSCI Total International Stock Index which is composed of large-, mid- and small-capitalization non-U.S. equities with exposure to international developed and emerging markets.

 

The Barclays Capital U.S. Aggregate Bond Index covers the U.S. dollar-denominated, investment-grade, fixed-rate, taxable bond market. It is an informational measure of broad market returns commonly applied to fixed income instruments. The index includes U.S. Treasuries, government-related issues, corporate bonds, agency mortgage-backed passthroughs (MBS), consumer asset-backed securities (ABS), and commercial mortgage-backed securities (CMBS).

 

3072-NLD-1/27/2015

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Adaptive Allocation Portfolio

PORTFOLIO REVIEW (Unaudited)

December 31, 2014

 

The Portfolio’s performance figures* for each of the periods ended December 31, 2014, compared to its benchmark:

 

            Inception** -
Annualized Average Returns:  One Year  Three Year  Five Year  December 31, 2014
Adaptive Allocation Portfolio  (1.35)%  (1.03)%  1.82%  0.64%
Hedge Fund Research, Inc. (HFRI) Macro Systematic Diversified Index ^  11.07%  2.39  2.59%  4.37%***

 

Comparison of the Change in Value of a $10,000 Investment

 

(LINE GRAPH)

 

*The Performance data quoted is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or on the redemptions of Portfolio shares as well as other charges and expenses of the insurance contract, or separate account. Returns greater than one year are annualized. The total operating expense ratio as stated in Portfolio’s Prospectus dated May 1, 2014 is 2.56%.

 

**Portfolio commenced operations May 22, 2007.

 

***Since May 31, 2007.

 

^The HFRI Macro Systematic Diversified Index tracks strategies using investment procedures that identify market opportunities containing trending or momentum characteristics across asset classes and other instruments. These strategies typically would expect to have no greater than a 35% investment in either dedicated currency or commodity exposures over a given market cycle. An investor cannot invest directly in an index.

 

Portfolio Composition of December 31, 2014

 

Top Holdings by Type  % of Net Assets 
Exchange Traded Fund   12.7%
Mutual Fund   14.6%
Short-Term Investments   73.1%
Other Assets Less Liabilities - Net   (0.4)%
    100.0%

 

Please refer to the Portfolio of Investments in this Annual Report for a detailed analysis of the Portfolio’s holdings.

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Adaptive Allocation Portfolio

PORTFOLIO OF INVESTMENTS

December 31, 2014

 

Shares      Value 
     EXCHANGE TRADED FUND - 12.7 %     
     EQUITY FUND - 12.7 %     
 21,910   Vanguard REIT ETF (Cost - $1,698,522)  $1,774,710 
           
     MUTUAL FUND - 14.6 %     
     DEBT FUND - 14.6 %     
 117,421   Nuveen High Yield Municipal Bond Fund - Class I (Cost - $1,877,556)   2,027,859 
           
     SHORT-TERM INVESTMENTS - 73.1 %     
     MONEY MARKET FUNDS - 73.1 %     
 2,600,000   Fidelity Institutional Money Market Funds - Treasury Only Portfolio - Class I, 0.01% *   2,600,000 
 2,384,870   Goldman Sachs Financial Square Funds - Government Fund - 0.01% *   2,384,870 
 2,600,000   Goldman Sachs Financial Square Funds - Treasury Obligations Fund - 0.01% *   2,600,000 
 2,600,000   Goldman Sachs Financial Square Funds - Prime Obligations Fund - 0.01% *   2,600,000 
     TOTAL SHORT-TERM INVESTMENTS (Cost - $10,184,870)   10,184,870 
           
     TOTAL INVESTMENTS - 100.4 % (Cost - $13,760,948) (a)  $13,987,439 
     OTHER ASSETS LESS LIABILITIES - NET - (0.4) %   (50,095)
     NET ASSETS - 100.0 %  $13,937,344 

 

ETF - Exchange Traded Fund

 

*Money market fund; interest rate reflects seven-day effective yield on December 31, 2014.

 

(a)Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $ 13,760,948 and differs from market value by net unrealized appreciation (depreciation) of securities as follows:

 

Unrealized appreciation:  $226,491 
Unrealized depreciation:    
Net unrealized appreciation:  $226,491 

 

See accompanying notes to financial statements.

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Adaptive Allocation Portfolio

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2014

 

ASSETS     
Investment securities:     
At cost  $13,760,948 
At value  $13,987,439 
Dividends and interest receivable   9,046 
TOTAL ASSETS   13,996,485 
      
LIABILITIES     
Payable for Portfolio shares redeemed   655 
Payable for securities purchased   9,349 
Investment advisory fees payable   12,656 
Distribution (12b-1) fees payable   3,164 
Shareholder servicing fees payable   3,164 
Fees payable to other affiliates   6,191 
Accrued expenses and other liabilities   23,962 
TOTAL LIABILITIES   59,141 
NET ASSETS  $13,937,344 
      
Net Assets Consist Of:     
Paid in capital ($0 par value, unlimited shares authorized)  $14,306,255 
Accumulated net investment loss   (2,473)
Accumulated net realized loss from security transactions   (592,929)
Net unrealized appreciation of investments   226,491 
NET ASSETS  $13,937,344 
      
Shares of beneficial interest outstanding   1,360,396 
      
Net asset value (Net assets/shares outstanding), offering and redemption price per share  $10.25 

 

See accompanying notes to financial statements.

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Adaptive Allocation Portfolio

STATEMENT OF OPERATIONS

December 31, 2014

 

INVESTMENT INCOME     
Dividends (net of $700 foreign taxes withheld)  $320,332 
Interest   490 
TOTAL INVESTMENT INCOME   320,822 
      
EXPENSES     
Investment advisory fees   154,511 
Shareholder servicing fees   38,628 
Distribution (12b-1) fees   38,628 
Professional fees   31,104 
Administrative services fees   28,153 
Accounting services fees   21,601 
Transfer agent fees   17,892 
Compliance officer fees   12,133 
Printing and postage expenses   9,791 
Trustees’ fees and expenses   7,389 
Custodian fees   3,790 
Insurance expense   978 
Other expenses   297 
TOTAL EXPENSES   364,895 
      
NET INVESTMENT LOSS   (44,073)
      
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS     
Net realized gain from security transactions   879,695 
Net change in unrealized appreciation (depreciation) on investments   (982,997)
      
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS   (103,302)
      
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS  $(147,375)

 

See accompanying notes to financial statements.

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Adaptive Allocation Portfolio

STATEMENTS OF CHANGES IN NET ASSETS

 

   For the Year   For the Year 
   Ended   Ended 
   December 31, 2014   December 31, 2013 
FROM OPERATIONS          
Net investment loss  $(44,073)  $(207,924)
Net realized gain from security transactions   879,695    411,792 
Net change in unrealized appreciation (depreciation) on investments   (982,997)   872,884 
Net increase (decrease) in net assets resulting from operations   (147,375)   1,076,752 
           
DISTRIBUTIONS TO SHAREHOLDERS FROM          
Net investment income       (18,644)
Net decrease in net assets resulting from distributions to shareholders       (18,644)
           
FROM SHARES OF BENEFICIAL INTEREST          
Proceeds from shares sold   1,610,656    1,935,427 
Net asset value of shares issued in reinvestment of distributions to shareholders       18,644 
Payments for shares redeemed   (4,533,345)   (7,937,461)
Net decrease in net assets resulting from shares of beneficial interest   (2,922,689)   (5,983,390)
           
TOTAL DECREASE IN NET ASSETS   (3,070,064)   (4,925,282)
           
NET ASSETS          
Beginning of Year   17,007,408    21,932,690 
End of Year *  $13,937,344   $17,007,408 
*  Includes accumulated net investment loss of:  $(2,473)  $(2,806)
           
SHARE ACTIVITY          
Shares Sold   157,121    190,741 
Shares Reinvested       1,826 
Shares Redeemed   (433,693)   (781,210)
Net decrease in shares of beneficial interest outstanding   (276,572)   (588,643)

 

See accompanying notes to financial statements.

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Adaptive Allocation Portfolio

FINANCIAL HIGHLIGHTS

 

Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Year

 

   For the Year   For the Year   For the Year   For the Year   For the Year 
   Ended   Ended   Ended   Ended   Ended 
   December 31,   December 31,   December 31,   December 31,   December 31, 
   2014   2013   2012   2011   2010 
                     
Net asset value, beginning of year  $10.39   $9.85   $10.78   $11.19   $9.55 
                          
Activity from investment operations:                         
Net investment income (loss) (1,2)   (0.03)   (0.11)   0.01    0.06    (0.05)
Net realized and unrealized gain (loss) on investments   (0.11)   0.66    (0.76)   (0.47)   1.69 
Total from investment operations   (0.14)   0.55    (0.75)   (0.41)   1.64 
                          
Less distributions from:                         
Net investment income       (0.01)   (0.07)        
Net realized gains           (0.11)        
Total distributions       (0.01)   (0.18)        
                          
Net asset value, end of year  $10.25   $10.39   $9.85   $10.78   $11.19 
                          
Total return (3)   (1.35%)   5.59%   (6.93%)   (3.66%)   17.17%
                          
Net assets, end of year (000s)  $13,937   $17,007   $21,933   $36,816   $24,826 
                          
Ratio of gross expenses to average net assets (4,5)   2.36%   2.21%   1.96%   1.92%   2.15%
                          
Ratio of net expenses to average net assets (4)   2.36%   2.21%   1.96%   1.91%   2.12%
                          
Ratio of net investment income (loss) to average net assets (2,4)   (0.29%)   (1.09%)   0.06%   0.51%   (0.48%)
                          
Portfolio Turnover Rate   189%   173%   343%   243%   208%

 

(1)Per share amounts calculated using the average shares method, which appropriately presents the per share data for the year.

 

(2)Recognition of net investment income (loss) by the Portfolio is affected by the timing of the declaration of dividends by the underlying investment companies in which the Portfolio invests.

 

(3)Total returns are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distributions, if any. Had the Adviser or affiliates not waived a portion of its fees for the years ended December 31, 2010 and 2011, total returns would have been lower.

 

(4)The ratios of expenses to average net assets and net investment income(loss) to average net assets do not reflect the expenses of the underlying investment companies in which the Portfolio invests.

 

(5)Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursements by the Adviser and affiliates for the years ended December 31, 2010 and 2011.

 

See accompanying notes to financial statements.

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Adaptive Allocation Portfolio

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

 

1.ORGANIZATION

 

The Adaptive Allocation Portfolio (the “Portfolio”) is a diversified series of shares of beneficial interest of Northern Lights Variable Trust (the “Trust”), a statutory trust organized on November 2, 2005 under the laws of the State of Delaware, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Portfolio is an investment vehicle for variable annuity contracts and flexible premium variable life insurance policies, qualified pension and retirement plans and certain unregistered separate accounts. The Portfolio seeks growth and risk-adjusted total return. The principal investment strategy of the Portfolio is to invest in open-end and closed-end investment companies and exchange-traded funds and equity and debt securities.

 

2.SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies followed by the Portfolio in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

 

Security Valuation – Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the primary exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ at the NASDAQ Official Closing Price (“NOCP”). In the absence of a sale such securities shall be valued at the mean between the current bid and ask prices on the day of valuation. Short-term debt obligations having 60 days or less remaining until maturity, at time of purchase, may be valued at amortized cost.

 

If market quotations are not readily available or are determined to be unreliable, securities will be valued at their fair market value as determined in good faith by the Trust’s Fair Value Committee and in accordance with the Trust’s Portfolio Securities Valuation Procedures (the “Fair Value Procedures”). The Trust’s Board of Trustees (the “Board”) will review the fair value method in use for securities requiring a fair market value determination at least quarterly. The Fair Value Procedures consider, among others, the following factors to determine a security’s fair value: the nature and pricing history (if any) of the security; whether any dealer quotations for the security are available; and possible valuation methodologies that could be used to determine the fair value of the security

 

The Portfolio may hold securities, such as private placements, interests in commodity pools, other non-traded securities or temporarily illiquid securities, for which market quotations are not readily available or are determined to be unreliable. These securities will be valued at their fair market value as determined using the “fair value” procedures approved by the Board. The Board has delegated execution of these procedures to a fair value team composed of one or more representatives from each of the (i) Trust, (ii) administrator, and (iii) adviser. The team may also enlist third party consultants such as an audit firm, valuation consultant or financial officer of a security issuer on an as-needed basis to assist in determining a security-specific fair value. The Board reviews and ratifies the execution of this process and the resultant fair value prices at least quarterly to assure the process produces reliable results.

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Adaptive Allocation Portfolio

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2014

 

Fair Valuation Process – This team is composed of one or more representatives from each of the (i) Trust, (ii) administrator, and (iii) adviser. The applicable investments are valued collectively via inputs from each of these groups. For example, fair value determinations are required for the following securities: (i) securities for which market quotations are insufficient or not readily available on a particular business day (including securities for which there is a short and temporary lapse in the provision of a price by the regular pricing source), (ii) securities for which, in the judgment of the adviser, the prices or values available do not represent the fair value of the instrument. Factors which may cause the adviser to make such a judgment include, but are not limited to, the following: only a bid price or an asked price is available; the spread between bid and asked prices is substantial; the frequency of sales; the thinness of the market; the size of reported trades; and actions of the securities markets, such as the suspension or limitation of trading; (iii) securities determined to be illiquid; (iv) securities with respect to which an event that will affect the value thereof has occurred (a “significant event”) since the closing prices were established on the principal exchange on which they are traded, but prior to the Portfolio’s calculation of its net asset value. Specifically, interests in commodity pools or managed futures pools are valued on a daily basis by reference to the closing market prices of each futures contract or other asset held by a pool, as adjusted for pool expenses. Restricted or illiquid securities, such as private placements or non-traded securities are valued via inputs from the adviser based upon the current bid for the security from two or more independent dealers or other parties reasonably familiar with the facts and circumstances of the security (who should take into consideration all relevant factors as may be appropriate under the circumstances). If the adviser is unable to obtain a current bid from such independent dealers or other independent parties, the fair value team shall determine the fair value of such security using the following factors: (i) the type of security; (ii) the cost at date of purchase; (iii) the size and nature of the Portfolio’s holdings; (iv) the discount from market value of unrestricted securities of the same class at the time of purchase and subsequent thereto; (v) information as to any transactions or offers with respect to the security; (vi) the nature and duration of restrictions on disposition of the security and the existence of any registration rights; (vii) how the yield of the security compares to similar securities of companies of similar or equal creditworthiness; (viii) the level of recent trades of similar or comparable securities; (ix) the liquidity characteristics of the security; (x) current market conditions; and (xi) the market value of any securities into which the security is convertible or exchangeable.

 

The Portfolio may invest in portfolios of open-end or closed-end investment companies (the “Underlying Funds”). Open-end investment companies are valued at their respective net asset values as reported by such investment companies. The Underlying Funds value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value based on the methods established by the Board of Trustees of the Underlying Funds.

 

The shares of many closed-end investment companies, after their initial public offering, frequently trade at a price per share, which is different than the net asset value per share. The difference represents a market premium or market discount of such shares. There can be no assurances that the market discount or market premium on shares of any closed-end investment company purchased by the Portfolio will not change.

 

The Portfolio utilizes various methods to measure the fair value of most of its investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:

 

Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities that the Portfolio has the ability to access.

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Adaptive Allocation Portfolio

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2014

 

Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument in an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

 

Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Portfolio’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

 

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

 

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following table summarizes the inputs used as of December 31, 2014 for the Portfolio’s investments measured at fair value:

 

Assets *  Level 1   Level 2   Level 3   Total 
Exchange Traded Fund  $1,774,710   $   $   $1,774,710 
Mutual Fund   2,027,859            2,027,859 
Short-Term Investments   10,184,870            10,184,870 
Total    $13,987,439   $   $   $13,987,439 

 

The Portfolio did not hold any Level 2 or Level 3 securities during the year. There were no transfers into or out of Level 1 & Level 2 during the year. It is the Portfolio’s policy to recognize transfers between Level 1 & Level 2 at the end of the reporting period.

 

*Refer to the Portfolio of Investments for industry classification.

 

Exchange Traded Funds – The Portfolio may invest in exchange traded funds (“ETFs”). ETFs are a type of index fund bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although the lack of liquidity on an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.

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Adaptive Allocation Portfolio

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2014

 

Security Transactions and Related Income Security transactions are accounted for on trade date. Interest income is recognized on an accrual basis. Discounts are accreted and premiums are amortized on securities purchased over the lives of the respective securities. Dividend income is recorded on the ex-dividend date. Realized gains or losses from sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

 

Dividends and Distributions to Shareholders – Dividends from net investment income and distributions from net realized capital gains, if any, are declared and paid annually. Dividends and distributions to shareholders are recorded on ex-date and are determined in accordance with Federal income tax regulations, which may differ from GAAP. These “book/tax” differences are considered either temporary (i.e., deferred losses, capital loss carryforwards) or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their Federal tax-basis treatment; temporary differences do not require reclassification. These reclassifications have no effect on net assets, results from operations or net asset values per share of the Portfolio.

 

Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

 

Expenses – Expenses of the Trust that are directly identifiable to a specific portfolio are charged to that portfolio. Expenses, which are not readily identifiable to a specific portfolio, are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative sizes of the portfolios in the Trust.

 

Federal Income Tax – It is the Portfolio’s policy to continue to qualify as a regulated investment company by complying with the provisions of the Internal Revenue Code that are applicable to regulated investment companies and to distribute substantially all of its taxable income and net realized gains to shareholders. Therefore, no Federal income tax provision is required.

 

The Portfolio will recognize the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Portfolio’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years (2011 - 2013), or expected to be taken in the Portfolio’s 2014 tax returns. The Portfolio identifies its major tax jurisdictions as U.S. Federal, Nebraska and foreign jurisdictions where the Portfolio makes significant investments. The Portfolio is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

12
 

Adaptive Allocation Portfolio

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2014

 

Indemnification – The Trust indemnifies its officers and Trustees for certain liabilities that may arise from the performance of their duties to the Trust. Additionally, in the normal course of business, the Portfolio enters into contracts that contain a variety of representations and warranties and which provide general indemnities. The Portfolio’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. However, based on experience, the Portfolio expects the risk of loss due to these warranties and indemnities to be remote.

 

3.INVESTMENT TRANSACTIONS

 

For the year ended December 31, 2014, cost of purchases and proceeds from sales of portfolio securities, other than short-term investments, amounted to $16,264,078 and $17,328,140, respectively.

 

4.INVESTMENT ADVISORY AGREEMENT / TRANSACTIONS WITH AFFILIATES

 

Critical Math Advisors, LLC serves as the Portfolio’s Investment Adviser (the “Adviser”). The Portfolio has employed Gemini Fund Services, LLC (“GFS”) to provide administration, fund accounting, transfer agent services and custody administration services. A Trustee and certain officers of the Portfolio are also officers of GFS.

 

Pursuant to an Advisory Agreement with the Trust on behalf of the Portfolio, the Adviser, under the oversight of the Board, directs the daily investment operations of the Portfolio and supervises the performance of administrative and professional services provided by others. As compensation for its services and the related expenses borne by the Adviser, the Portfolio pays the Adviser a management fee, computed and accrued daily and paid monthly, at an annual rate of 1.00% of the Portfolio’s average daily net assets.

 

The Adviser has contractually agreed, at least until April 30, 2015, to limit the Portfolio’s total operating expenses, (exclusive of any front-end or contingent deferred loads, brokerage fees and commissions, acquired fund fees and expenses, fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example options and swap fees and expenses), borrowing costs (such as interest and dividend expense on securities sold short), taxes and extraordinary expenses, such as litigation expenses (which may include indemnification of Portfolio officers and Trustees, contractual indemnification of Portfolio service providers (other than the Adviser)) by reducing all or a portion of its fees and reimbursing the Portfolio, so that its ratio of annual expenses to average net assets will not exceed 2.49%. During the year ended December 31, 2014, the Adviser earned Advisory fees in the amount of $154,511. The Adviser did not waive any fees for the year ended December 31, 2014.

 

The Trust, with respect to the Portfolio, has adopted the Trust’s Master Distribution and Shareholder Servicing Plan for Portfolio shares (the “Plan”). The Plan provides for a monthly service and/or distribution fee at an annual rate of up to 1.00% which is calculated by the Portfolio on its average daily net assets. Currently, the Board has authorized the Portfolio to pay 12b-1 fees at an annual rate of 0.50% which is paid to Northern Lights Distributors, LLC (the “Distributor”) for sales and promotion activities and services under the plan, and to provide compensation for ongoing shareholder servicing and distribution-related activities. Shareholders will receive advance notice of any increase. For the year ended December 31, 2014, the Portfolio incurred fees of $38,628 under the Plan. A portion of the fee payable pursuant to the Plan, equal to 0.25% of average daily net

13
 

Adaptive Allocation Portfolio

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2014

 

assets, is currently characterized as a service fee, which may be paid out to entities providing maintenance of shareholder accounts and certain other shareholder services. The Adviser may receive such service fees with respect to Portfolio accounts for which it provides shareholder servicing.

 

The Distributor acts as the Portfolio’s principal underwriter in a continuous public offering of the Portfolio’s shares and is an affiliate of GFS. For the year ended December 31, 2014, the Distributor did not receive any underwriting commissions for sales of the Portfolio’s shares.

 

Pursuant to a separate servicing agreement with GFS, the Portfolio pays GFS customary fees for providing administration, fund accounting and transfer agency services to the Portfolio. GFS provides a Principal Executive Officer and a Principal Financial Officer to the Portfolio.

 

In addition, certain affiliates of GFS provide ancillary services to the Portfolio as follows:

 

Northern Lights Compliance Services, LLC (“NLCS”)

 

NLCS, an affiliate of GFS, provides a Chief Compliance Officer to the Trust, as well as related compliance services, pursuant to a consulting agreement between NLCS and the Trust. Under the terms of such agreement, NLCS receives customary fees from the Portfolio.

 

Gemcom, LLC (“Gemcom”)

 

Gemcom, an affiliate of GFS, provides EDGAR conversion and filing services as well as print management services for the Portfolio on an ad-hoc basis. For the provision of these services, Gemcom receives customary fees from the Portfolio.

 

Custody Administration

 

Pursuant to the terms of the Portfolio’s Custody Administration Agreement with GFS (the “Custody Administration Agreement”), the Portfolio pays an asset-based fee in decreasing amounts as Portfolio assets reach certain breakpoints. The Portfolio also pays certain transaction fees and out-of-pocket expenses pursuant to the Custody Administration Agreement. GFS’s fees collected for the year ended December 31, 2014, were $379. The Custodian fees listed in the Statement of Operations include the fees paid to GFS pursuant to the Custody Administration Agreement.

 

5.CONTROL OWNERSHIP

 

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a Portfolio creates presumption of the control of the Portfolio, under section 2(a)(9) of the 1940 Act. As of December 31, 2014, Midland National Life Insurance Company held 98.9% of the voting securities of the Adaptive Allocation Portfolio. The Trust has no knowledge as to whether all or any portion of the shares owned of record by Midland National Life Insurance Company are also owned beneficially.

14
 

Adaptive Allocation Portfolio

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2014

 

6.DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

 

The tax character of distributions paid during the fiscal year ended December 31, 2013 was as follows:

 

   Fiscal Year Ended 
   December 31, 2013 
Ordinary Income  $18,644 

 

There were no distributions for the fiscal year ended December 31, 2014.

 

As of December 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed   Undistributed   Capital Loss   Other   Post October Loss   Unrealized   Total 
Ordinary   Long-Term   Carry   Book/Tax   and   Appreciation/   Accumulated 
Income   Gains   Forwards   Differences   Late Year Loss   (Depreciation)   Earnings/(Deficits) 
$   $   $(592,929)  $(2,473)  $   $226,491   $(368,911)

 

The difference between book basis and tax basis accumulated net investment loss is primarily attributable to the unamortized portion of organization expenses for tax purposes.

 

At December 31, 2014, the Portfolio had capital loss carry forwards for federal income tax purposes available to offset future capital gains as follows:

 

Non-Expiring   Non-     
Short-Term   Expiring   Total 
$592,929   $   $592,929 

 

Permanent book and tax differences primarily attributable to the reclass of net operating losses, resulted in reclassification for the year ended December 31, 2014 as follows:

 

Paid   Undistributed   Accumulated 
In   Net Investment   Net Realized 
Capital   Income (Loss)   Gains (Loss) 
$(44,406)  $44,406   $ 

15
 

Adaptive Allocation Portfolio

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2014

 

7.SUBSEQUENT EVENTS

 

Subsequent events after the date of the Statement of Assets and Liabilities have been evaluated through the date the financial statements were issued. Management has concluded that there is no impact requiring adjustment or disclosure in the financial statements.

16
 

Adaptive Allocation Portfolio

EXPENSE EXAMPLES (Unaudited)

December 31, 2014

 

As a shareholder of the Adaptive Allocation Portfolio, you incur ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Adaptive Allocation Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

 

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from July 1, 2014 through December 31, 2014.

 

Actual Expenses

 

The “Actual Expenses” line in the table below provides information about actual account values and actual expenses. You may use the information below; together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

 

The “Hypothetical” line in the table below provides information about hypothetical account values and hypothetical expenses based on the Adaptive Allocation Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

 

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or redemption fees, as well as other charges and expenses of the insurance contract, or separate account.

 

Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

  Beginning Ending Expenses Paid
  Account Value Account Value During Period
  7/1/14 12/31/14 7/1/14 – 12/31/14*
Actual $1,000.00 $965.20 $  11.89
Hypothetical
(5% return before expenses)
$1,000.00 $1,013.11 $  12.18

 

*Expenses are equal to the Portfolio’s annualized expense ratio of 2.40%, multiplied by the average account value over the period, multiplied by the number of days in the period (184) divided by the number of days in the fiscal year (365).

17
 

(BBD LOGO)

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of Northern Lights Variable Trust
and the Shareholders of Adaptive Allocation Portfolio

 

We have audited the accompanying statement of assets and liabilities of Adaptive Allocation Portfolio (the “Portfolio”), a series of shares of beneficial interest in Northern Lights Variable Trust, including the portfolio of investments, as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2014 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Adaptive Allocation Portfolio as of December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and its financial highlights for each of the years in the five-year period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

  (SIGNATURE)
   
  BBD, LLP

 

Philadelphia, Pennsylvania

February 13, 2015

18
 

Adaptive Allocation Portfolio

SUPPLEMENTAL INFORMATION (Unaudited)

December 31, 2014

 

Adaptive Allocation Portfolio* (Adviser- Critical Math Advisors, LLC)

 

In connection with the regular meeting held on September 30, 2014 to October 1, 2014, the Board of Trustees (the “Trustees”) of the Northern Lights Variable Trust (the “Trust”), including a majority of the Trustees who are not “interested persons,” as that term is defined in the Investment Company Act of 1940, as amended, discussed the approval of an investment advisory agreement by and among Critical Math Advisors, LLC (“Adviser”) and the Trust, with respect to Adaptive Allocation Portfolio (the “Portfolio”). In considering the renewal of the Advisory Agreement, the Trustees received materials specifically relating to the Advisory Agreement.

 

The Trustees relied upon the advice of independent legal counsel and their own business judgment in determining the material factors to be considered in evaluating the Advisory Agreement, and the weight to be given to each such factor. The conclusions reached by the Trustees were based on a comprehensive evaluation of all of the information provided and were not the result of any one factor. Moreover, each Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the Advisory Agreement.

 

Nature, Extent and Quality of Services. The Trustees noted that the adviser was founded in 2006 and manages approximately $47 million in assets primarily in mutual funds which seek growth and risk adjusted total returns while protecting capital. The Trustees reviewed the background information of the key investment personnel responsible for servicing the Portfolio, acknowledging that the two principals have worked together at various firms for over 15 years where they gained experience as portfolio managers, and in trading and compliance. The Trustees noted that the investment team has been at the core of the advisory firm since its inception, bringing continuity and stability to the firm. The Trustees noted that the adviser applies proprietary technical investment models based on objective, rule based risk reduction techniques that are applied to several equity and fixed income market indices. The Trustees also noted that the adviser will continue to evaluate, maintain, and test existing investment models looking for possible improvements to implement as the economic environment changes. The Trustees considered favorably that, while not all risks can be eliminated, the adviser uses diversification among assets classes to help mitigate concentration risk and also uses defensive strategies when markets become volatile or non-trending. With respect to Portfolio compliance, they considered that the adviser monitors compliance to the Portfolio’s investment limitations by utilizing pre-trade checklists which help prevent deviations before they occur and it also conducts a daily review of the Portfolio’s holdings to confirm the holdings are compliant with the prospectus. The Trustees noted positively that the adviser employs outside counsel to provide an additional layer of independent compliance oversight to their overall operation. The Trustees reviewed Critical Math’s broker-dealer selection process and were satisfied that the adviser’s approach covers multiple factors to determine best execution. They noted that there have been no material compliance or litigation issues reported since the last contract approval. The Trustees were satisfied with the adviser’s overall knowledge of technical trend strategies and the focus placed on protecting shareholders’ capital in non-trending markets. The Trustees concluded Critical Math should continue to provide quality service to the Portfolio and their shareholders consistent with the trend following system described in the prospectus.

19
 

Adaptive Allocation Portfolio

SUPPLEMENTAL INFORMATION (Unaudited) (Continued)

December 31, 2014

 

Performance. The Trustees reviewed the Portfolio’s performance over the 1-year, 2-year, 3-year, 5-year, and 7-year periods, noting that the Portfolio outperformed the HFRI Macro Systematic Diversified Index over the 1-year, 2-year, 3-year, and 5-year period, while trailing over the 7-year period. The Trustees noted that the Portfolio’s performance outperformed its peer group over only the 1-year and 5-year periods, and trailed its Morningstar category over each period. The Trustees noted that the tactical nature of the Portfolio’s investment strategies make it difficult to find a Morningstar category and assemble a peer group that could serve as an appropriate comparison. The Trustees noted further that the adviser modified its model earlier in 2014, which has produced promising results. After discussion, the Trustees concluded that the Portfolio’s performance is satisfactory.

 

Fees and Expenses. The Trustees noted the advisory fee charged to the Portfolio is in line with the average advisory fee charged by peer group funds and with the average of the Morningstar Tactical Allocation category. The Trustees also noted that the fee is in line with the fee charged by the adviser to its SMA clients. The Trustees also discussed the fact that an expense limitation agreement is in place for the Portfolio. After discussion, the Trustees concluded the advisory fee was reasonable.

 

Economies of Scale. The Trustees noted the absence of breakpoints at this time, but considered, given the size of the Portfolio, and the adviser’s targeted audience and current asset levels, the absence of breakpoints was not a concern at this time. They further noted that a representative of the adviser had agreed to discuss breakpoints as the assets in the Portfolio increase. They concluded to monitor asset levels and discuss breakpoints in the future as economies are realized by either series.

 

Profitability. The Trustees reviewed the profitability analysis provided by the adviser for the Portfolio. The Trustees noted that the profits realized by the adviser were modest in both amount and in percentage of the advisory fee received by the adviser. The Trustees concluded the level of profitability from each series was not unreasonable.

 

Conclusion. Having requested and received such information from the adviser as the Trustees believed to be reasonably necessary to evaluate the terms of the Advisory Agreements, and as assisted by the advice of Counsel, the Trustees concluded that the advisory fee structure is reasonable and that renewal of the Advisory Agreements are in the best interests the shareholders of the Portfolio.

 

*Due to timing of the contract renewal schedule, these deliberations may or may not relate to the current performance results of the Portfolio.

20
 

Adaptive Allocation Portfolio

SUPPLEMENTAL INFORMATION (Unaudited)

December 31, 2014

 

The following is a list of the Trustees and executive officers of the Trust and each person’s principal occupation over the last five years. Unless otherwise noted, the address of each Trustee and Officer is 17605 Wright Street, Suite 2, Omaha, Nebraska 68130.

 

Independent Trustees

 

  Name, Address
and Year of
Birth
    Position/Term
of Office*
    Principal Occupation
During the Past Five
Years
    Number of
Portfolios
in Fund
Complex**
Overseen
by Trustee
    Other Directorships held by
Trustee During the Past
Five Years
  Mark Garbin
Born in 1951
    Trustee
Since 2013
    Managing Principal, Coherent Capital Management LLC (since 2007).    100    Two Roads Shared Trust (since 2012) (Chairman of the Valuation Committee); Forethought Variable Insurance Trust (since 2013) (Lead Independent and Chairman of the Valuation Committee); Independent Director OHA Mortgage Strategies Fund (offshore), Ltd. (since 2014); and Northern Lights Fund Trust (since 2013)
  Mark D. Gersten
Born in 1950
    Trustee
Since 2013
    Independent Consultant (since 2012); Senior Vice President – Global Fund Administration Mutual Funds & Alternative Funds, AllianceBernstein LP (1985 - 2011).    100    Schroder Global Series Trust and Two Roads Shared Trust (since 2012); and Northern Lights Fund Trust (since 2013)
  Anthony J. Hertl
Born in 1950
    Trustee
Since 2005;
Chairman of
the Board
since 2013
    Consultant to small and emerging businesses (since 2000).    100    AdvisorOne Funds (2004 - 2013); Alternative Strategies Fund (since 2010); Satuit Capital Management Trust. (2007 – May, 2010); The Z- Seven Fund, Inc. (2007 – May, 2010), Greenwich Advisers Trust (2007 – February 2011), Global Real Estate Fund (2008 - 2011), The World Funds Trust (2010 - 2013) and Northern Lights Fund Trust (since 2005)
  Gary W. Lanzen
Born in 1954
    Trustee
Since 2005
    Retired since 2012. Formerly, Founder, Partner and President, Orizon Investment Counsel, Inc. (2000 - 2006); Chief Investment Officer (2000 - 2010).    100    AdvisorOne Funds (16 portfolios) (since 2003); Alternative Strategies Fund (since 2010); and Northern Lights Fund Trust (since 2005)
  John V. Palancia
Born in 1954
    Trustee
Since 2011
    Retired (since 2011). Formerly, Director of Futures Operations, Merrill Lynch, Pierce, Fenner & Smith Inc. (1975 - 2011).    131    Northern Lights Fund Trust (since 2011); NLFT III (since February 2012); Alternative Strategies Fund (since 2012)
  Mark H. Taylor
Born in 1964
    Trustee
Since 2007
    Andrew D. Braden Professor of Accounting and Auditing, Weatherhead School of Management, Case Western Reserve University (since 2009); President, Auditing Section of the American Accounting Association (2012 - 2015); Former member of the AICPA Auditing Standards Board, AICPA (2008 - 2011); Fellow, Office of the Chief Accountant, United States Securities Exchange Commission (2005 - 2006).    131    Alternative Strategies Fund (since 2010); Lifetime Achievement Mutual Fund, Inc. (LFTAX) (Director and Audit Committee Chairman) (2007 - 2012); NLFT III (since February 2012); Northern Lights Fund Trust (since 2007)

 

12/31/14-NLVT-V3

21
 

Adaptive Allocation Portfolio

SUPPLEMENTAL INFORMATION (Unaudited)(Continued)

December 31, 2014

 

Interested Trustees and Officers

 

  Name, Address
and Year of
Birth
    Position/Term of
Office*
    Principal Occupation
During the Past Five Years
    Number of
Portfolios in
Fund
Complex**
Overseen by
Trustee
    Other Directorships held by
Trustee During the Past Five
Years
  Andrew
Rogers***
80 Arkay Drive
Hauppauge, NY
11788
Born in 1969
    Trustee Since
2013;
President
Since 2006
    Chief Executive Officer, Gemini Alternative Funds, LLC (since 2013); Chief Executive Officer, Gemini Hedge Fund Services, LLC (since 2013); Chief Executive Officer, Gemini Fund Services, LLC (since 2012); President and Manager, Gemini Fund Services, LLC (2006 - 2012); Formerly President and Manager, GemCom LLC (2004 - 2011).    100    Northern Lights Fund Trust (since 2013)
  Kevin E. Wolf
80 Arkay Drive
Hauppauge, NY
11788
Born in 1969
    Treasurer
Since 2006
    President, Gemini Fund Services, LLC (since 2012); Director of Fund Administration, Gemini Fund Services, LLC (2006 - 2012); and Vice-President, GemCom, LLC (2004 - 2013).    N/A    N/A
  James P. Ash
80 Arkay Drive
Hauppauge, NY
11788
Born in 1976
    Secretary
Since 2011
    Senior Vice President, Gemini Fund Services, LLC (since 2012); Vice President, Gemini Fund Services, LLC (2011 - 2012); Director of Legal Administration, Gemini Fund Services, LLC (2009 - 2011); Assistant Vice President of Legal Administration, Gemini Fund Services, LLC (2008 - 2011).    N/A    N/A
  Emile R.
Molineaux
Born in 1962
    Chief Compliance
Officer
Since 2011
    Senior Compliance Officer of Northern Lights Compliance Services, LLC (since 2011); General Counsel, CCO and Senior Vice President, Gemini Fund Services, LLC (2004 - June 2012); Secretary and CCO, Northern Lights Compliance Services, LLC; (2003 - 2011); In-house Counsel, The Dreyfus Funds (1999 - 2003).    N/A    N/A

 

*The term of office for each Trustee and officer listed above will continue indefinitely until the individual resigns or is removed.

 

**The term “Fund Complex” includes the Northern Lights Fund Trust (“NLFT”), Northern Lights Fund Trust II (“NLFT II”), Northern Lights Fund Trust III (“NLFT III”) and the Northern Lights Variable Trust (“NLVT”).

 

***Andrew Rogers is an “Interested Trustee” of the Trust as that term is defined under the 1940 Act, because of his affiliation with Gemini Fund Services, LLC, (the Trust’s Administrator, Fund Accountant and Transfer Agent).

 

The Portfolio’s Statement of Additional Information includes additional information about the Trustees and is available free of charge, upon request, by calling toll-free at 1-866-263-9260.

 

12/31/14-NLVT-V3

22
 

PRIVACY NOTICE

 

Northern Lights Variable Trust

Rev. February 2014

 

FACTS WHAT DOES NORTHERN LIGHTS VARIABLE TRUST DO WITH YOUR PERSONAL INFORMATION?

 

Why? Financial companies choose how they share your personal information.  Federal law gives consumers the right to limit some, but not all sharing.  Federal law also requires us to tell you how we collect, share, and protect your personal information.  Please read this notice carefully to understand what we do.

 

What?

The types of personal information we collect and share depends on the product or service that you have with us. This information can include:

 

●         Social Security number and wire transfer instructions

 

         account transactions and transaction history

 

         investment experience and purchase history

 

When you are no longer our customer, we continue to share your information as described in this notice.

 

How? All financial companies need to share customers’ personal information to run their everyday business.  In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Northern Lights Variable Trust chooses to share; and whether you can limit this sharing.

 

Reasons we can share your
personal information:
Does Northern Lights Variable
Trust share information?
Can you limit this sharing?
For our everyday business purposes - such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus. YES NO
For our marketing purposes - to offer our products and services to you. NO We don’t share
For joint marketing with other financial companies. NO We don’t share
For our affiliates’ everyday business purposes - information about your transactions and records. NO We don’t share
For our affiliates’ everyday business purposes - information about your credit worthiness. NO We don’t share
For nonaffiliates to market to you NO We don’t share

 

QUESTIONS?   Call 1-402-493-4603
23
 

PRIVACY NOTICE

 

Northern Lights Variable Trust

 

Page 2  

 

What we do:

 

How does Northern Lights Variable Trust protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.

 

Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.

 

How does Northern Lights Variable Trust collect my personal information?

We collect your personal information, for example, when you

●     open an account or deposit money

 

●     direct us to buy securities or direct us to sell your securities

 

●     seek advice about your investments

 

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

 

Why can’t I limit all sharing?

Federal law gives you the right to limit only:

●     sharing for affiliates’ everyday business purposes – information about your creditworthiness.

 

●     affiliates from using your information to market to you.

 

●     sharing for nonaffiliates to market to you.

 

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions
Affiliates

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

●     Northern Lights Variable Trust does not share with its affiliates.

Nonaffiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

●     Northern Lights Variable Trust does not share with nonaffiliates so they can market to you.

Joint marketing

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

●     Northern Lights Variable Trust doesn’t jointly market.

24
 

PROXY VOTING POLICY

 

Information regarding how the Portfolio voted proxies relating to portfolio securities for the most recent twelve month period ended June 30 as well as a description of the policies and procedures that the Portfolio uses to determine how to vote proxies is available without charge, upon request, by calling 1-866-263-9260 or by referring to the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

 

PORTFOLIO HOLDINGS

 

The Portfolio files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Form N-Q is available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (1-800-SEC-0330). The information on Form N-Q is also available without charge, upon request, by calling 1-866-263-9260.

 

 

 

 

 

 

 

 

 

 

 

 
 
 
INVESTMENT ADVISER
Critical Math Advisors LLC
3840 Quakerbridge Road, Suite 130
Hamilton, NJ 08619
 
ADMINISTRATOR
Gemini Fund Services, LLC
80 Arkay Drive, Suite 110
Hauppauge, NY 11788
 

 

Item 2. Code of Ethics.

 

(a) As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

 

(b) For purposes of this item, “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote:

 

(1)Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
(2)Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;
(3)Compliance with applicable governmental laws, rules, and regulations;
(4)The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
(5)Accountability for adherence to the code.

 

(c) Amendments: During the period covered by the report, there have not been any amendments to the provisions of the code of ethics.

 
 

 

(d) Waivers: During the period covered by the report, the registrant has not granted any express or implicit waivers from the provisions of the code of ethics.

 

(e) The Code of Ethics is not posted on Registrant’ website.

 

(f) A copy of the Code of Ethics is attached as an exhibit.

 

Item 3. Audit Committee Financial Expert.

 

(a) The board of directors of the fund has determined that Mark Taylor, Mark Gersten and Anthony Hertl are independent audit committee financial experts.

 

Item 4. Principal Accountant Fees and Services.

 

(a)Audit Fees

2014 - $14,000

2013 - $14,000

2012 - $14,000

2011 - $14,000

2010 - $14,000

 

(b)Audit-Related Fees
2014 – N/A

2013 – N/A

2012 – N/A

2011 – N/A

2010 - N/A

 

(c)Tax Fees

2014 - $2,000

2013 - $2,000

2012 - $2,000

2011 - $2,000

2010 - $2,000

 

Preparation of Federal & State income tax returns, assistance with calculation of required income, capital gain and excise distributions and preparation of Federal excise tax returns.

 

(d)All Other Fees

2014 - N/A

2013 - N/A

2012 - N/A

2011 - N/A

2010 - N/A

(e) (1) Audit Committee’s Pre-Approval Policies

 

The registrant’s Audit Committee is required to pre-approve all audit services and, when appropriate, any non-audit services (including audit-related, tax and all other services) to the registrant. The registrant’s Audit Committee also is required to pre-approve, when
 
 

appropriate, any non-audit services (including audit-related, tax and all other services) to its adviser, or any entity controlling, controlled by or under common control with the adviser that provides ongoing services to the registrant, to the extent that the services may be determined to have an impact on the operations or financial reporting of the registrant. Services are reviewed on an engagement by engagement basis by the Audit Committee.

 

 

(2)Percentages of Services Approved by the Audit Committee
  2010 2011 2012 2013 2014
Audit-Related Fees:  0.00%   0.00%   0.00%   0.00%   0.00% 
Tax Fees:  0.00%   0.00%   0.00%   0.00%   0.00% 
All Other Fees:  0.00%   0.00%   0.00%   0.00%   0.00% 

 

(f)During the audit of registrant's financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant's engagement were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

 

(g)The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant:

2014 - $2,000

2013 - $2,000

2012 - $2,000

2011 - $2,000

2010 - $2,000

(h) The registrant's audit committee has considered whether the provision of non-audit services to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant, that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the principal accountant's independence.

 

Item 5. Audit Committee of Listed Companies. Not applicable to open-end investment companies.

 

Item 6. Schedule of Investments. Schedule of investments in securities of unaffiliated issuers is included under Item 1.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds. Not applicable to open-end investment companies.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies. Not applicable to open-end investment companies.

 

Item 9. Purchases of Equity Securities by Closed-End Funds. Not applicable to open-end investment companies.

 

Item 10. Submission of Matters to a Vote of Security Holders. None

 

Item 11. Controls and Procedures.

 

(a) Based on an evaluation of the Registrant’s disclosure controls and procedures as of a date within 90 days of filing date of this Form N-CSR, the principal executive officer and principal financial officer of the Registrant have concluded that the disclosure controls and procedures of the Registrant are reasonably designed to ensure that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported by the filing date, including that information required to be disclosed is accumulated and communicated to the Registrant’s management, including the Registrant’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

(b) There were no significant changes in the Registrant’s internal control over financial reporting that occurred during the Registrant’s last fiscal half-year that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Item 12. Exhibits.

 

(a)(1) Not applicable.

 

(a)(2) Certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 (and Item 11(a)(2) of Form N-CSR) are filed herewith.

 

(a)(3) Not applicable for open-end investment companies.

 

(b)Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 (and Item 11(b) of Form N-CSR) are filed herewith.

 

 

 

 

 
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant) Northern Lights Variable Fund Trust

 

By (Signature and Title)

/s/ Andrew B. Rogers

Andrew B. Rogers, President

 

Date 2/25/15

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)

/s/ Andrew B. Rogers

Andrew B. Rogers, President

 

Date 2/25/15

 

 

By (Signature and Title)

/s/ Kevin E. Wolf

Kevin E. Wolf, Treasurer

 

Date 2/25/15