N-CSR 1 marinerncsr.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, Suit 2 Omaha, NE 68130

(Address of principal executive offices) (Zip code)

 

James Ash, Gemini Fund Services, LLC.

80 Arkay Drive, Suite 110 Hauppauge NY 11788

(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.

 

Mariner Managed Futures Strategy Portfolio

 

 

(MMF LOGO)

 

 

(Formerly Mariner Hyman Beck Portfolio)
Class 2 Shares

 

 

 

 

 

Annual Report

 

December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

1-855-542-4642

 

 

 

 

 

Distributed by Northern Lights Distributors, LLC
Member FINRA

 
 

Mariner Managed Futures Strategy Portfolio

 

Dear Shareholder,

 

The Advisor migrated the managed futures portfolio to a different manager during the course of the year ended 12/31/2014. For the short term fixed income portion during fiscal year ended 12/31/2014, the assets were invested primarily in money-market funds, with investment grade bonds and U.S. Treasuries the first half of the year. The short term fixed income portfolio will continue to become more diversified across these instruments as the assets in the Portfolio grow. The objective for this portion of the portfolio is to maximize interest earnings while balancing credit and yield curve risk. For the managed futures portion of the strategy, the Portfolio continues to employ a disciplined systematic trading style by primarily implementing a trend-following (4) approach that uses the Managed Futures Manager’s proprietary computerized trading models that emphasize mathematical and quantitative techniques to identify and exploit intermediate and long-term price trends. Multiple trading models are utilized to seek to obtain potential beneficial returns and provide an important level of diversification. The Portfolio invests across a broad array of global markets including fixed income, equity indices, single stock futures, commodities and currencies from both the long and short (5) sides of the market. The systematic multi model based program incorporates a disciplined and robust risk management system. For the Portfolio’s fiscal year ended December 31, 2014, Class 2 shares returned 7.54% this compares to a primary benchmark for managed futures, the BTOP 50 (1), which returned 12.23% during the same period. As of August 2014, Chesapeake Capital, a registered Commodity Trading Advisor, has been managing the managed futures strategy for the Portfolio.

 

The 2014 fiscal year was another successful year for global equities while the other market sectors offered limited potential to profit for the managed futures strategies. For the year, gains were led by the currency, agricultural, energy and metals sectors. Losses were attributed to the fixed income, long and short rates and stock futures and stock indices..

 

The first quarter started with significant price moves across a broad range of market sectors leading to negative performance for the Portfolio. While volatility in the emerging markets and economic concerns in the U.S. weighed on stocks in January, the equity markets rebounded in February due to positive economic reports and decent corporate profits. A weaker U.S. dollar and stronger Euro provided gains mid quarter. Gains earned in the commodities sector at the beginning of the quarter reversed and offset some of the gains in currencies and equities. Performance was lower in March as well. While profits in stock and bond futures offset most of the losses in currencies, the month ended lower due to commodities sector. Grains move higher due to political unrest in the Ukraine as well as unusually cold weather in the U.S.

 

The second quarter started strongly and remained positive as April performance saw significant gains in all sectors except currencies. The surging stock market bolstered returns in May with our positions in indices and single stock futures leading the way. Currencies again were the only losing positions during May. This performance profile continued through June as favorable economic reports with companies reporting strong earnings pushed equities higher. Currencies reversed and also contributed to the gains during June. Grains reversed although the commodity sector as a whole was profitable.

 

The third quarter started lower in July. In currencies, a stronger U.S. Dollar, particularly against the Euro and Swiss Franc, negatively impacted performance. In stocks, after many U.S. stock indices made new intra-month highs, equity markets sold off significantly as investors worried about the strengthening U.S. and European economies as well as a default in Argentina. The gains in the commodity sector were able to offset some of the losses in the financials. The softs contributed most to the commodities where our long positions in cocoa benefited from prices continuing higher. During August, financials pulled performance back into the black. Although currencies incurred a small loss, a surging U.S. stock market and higher global bond prices contributed to profits. While financials were positive in August, commodities were down slightly for the month. A large portion of these losses came from the meats due to softer cattle and hog prices. The metals offset some of these losses as palladium prices rose. Performance was positive in September with commodities accounting for a majority of the gains. The best performing sector in the commodities was grains as short positions in corn and wheat profited from sluggish demand and rising supplies, respectively. Meats also had a strong month with lower inventory leading to rising cattle prices. The financial sectors experienced a considerable amount of volatility this month. While currencies performed well on the back of a strengthening U.S. dollar, uncertainty over the health of the global economy led to declining bond and stock prices.

 

The Fourth quarter started with positive performance in September, in financial sector and slightly negative performance in October as losses from commodities offset gains in financials. A strong rebound in November performance was led by positive results in the equity and global fixed income sectors. Commodities also performed well as a whole except for grains. Strong gains during December in almost all sectors led the Portfolio to a positive finish for the year.

 

We thank you for your support of the Mariner Managed Futures Strategy Portfolio.

 

Sincerely,

 

Annette A. Cazenave

CIO, Mutual Funds, Monte Capital Group

 

(1)BTOP 50 : Barclay Hedge index representing performance of Commodity Trading Advisors managing 50% of the managed futures industry’s assets.

 

(2)S&P: refers to the Standard & Poor’s 500 Index

 

(3)Yield: refers to the actual interest received on a fixed income instrument

 

(4)Trend-following refers to a an investment style which attempts to identify price trends

 

(5)Long refers to an initial market position taken with a purchase. Short refers to a market position taken with a sale.

 

5028-NLD-01/13/2015

1
 

Mariner Managed Futures Strategy Portfolio
PORTFOLIO REVIEW (Unaudited)

December 31, 2014

 

The Portfolio’s performance figures* for the year ending December 31, 2014, compared to its benchmark:

 

      Annualized
      Since Inception
   One Year  June 7, 2012
Mariner Managed Futures Strategy Portfolio - Class 2  7.54%  3.19%
The Barclay BTOP 50 Index **  12.23%  4.01%

 

*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. The Portfolio’s total gross annual operating expense ratio is 9.21% for Class 2 per the May 1, 2014 prospectus. For performance information current to the most recent month-end, please call 1-855-542-4642.

 

**The Barclay BTOP50 Index (“BTOP50 Index”) seeks to replicate the overall composition of the managed futures industry with regard to trading style and overall market exposure. The BTOP50 Index employs a top-down approach in selecting its constituents. The largest investable trading advisor programs, as measured by assets under management, are selected for inclusion in the BTOP50 Index. In each calendar year the selected trading advisors represent, in aggregate, no less than 50% of the investable assets of the Barclay CTA Universe. Investors cannot invest directly in an index.

 

Comparison of the Change in Value of a $10,000 Investment | June 7, 2012– December 31, 2014

Past performance is not necessarily indicative of future results.

 

(LINE GRAPH)

 

The Portfolio’s holding by type of investment are as follows:

 

Holdings by type of investment  % of Net Assets 
Money Market Fund   0.0%
Other Assets Less Liabilities   100.0%
    100.0%

 

Please refer to the Consolidated Portfolio of Investments and shareholder letter in this annual report for a detailed analysis of the Portfolio’s holdings.

2
 

Mariner Managed Futures Strategy Portfolio

CONSOLIDATED PORTFOLIO OF INVESTMENTS

December 31, 2014

 

Shares      Value 
     TOTAL SHORT-TERM INVESTMENTS - 0.0%     
     MONEY MARKET FUND - 0.0%     
 54   Fidelity Institutional Money Market Funds - Money Market Portfolio Class I - 0.01% (a,b,d)     
     (Cost - $54)  $54 
           
     TOTAL INVESTMENTS - 0.0% (Cost - $54) (c)  $54 
     OTHER ASSETS LESS LIABILITIES - 100.0%   10,232,565 
     NET ASSETS - 100.0%  $10,232,619 

 

* Non-Income producing investment.

 

(a) All or part of this instrument is a holding of MHBP Fund Limited.

 

(b) Variable rate security. Interest rate is as of December 31, 2014.

 

(c) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $54 and differs from market value by net unrealized appreciation (depreciation) of securities as follow:

 

(d) Represents less then 0.005 %.

 

Unrealized Appreciation:  $ 
Unrealized Depreciation:    
Net Unrealized Appreciation:  $ 

 

   Unrealized 
SWAP CONTRACT (a) *  Appreciation 
      
Total return swap with Deutsche Bank AG, London Branch. The swap provides exposure to the total returns of the Chesapeake Diversified Program calculated on a daily basis with reference to a customized index that is proprietary to Deutsche Bank. The program is advised by Chesapeake Capital (“Chesapeake”). The reference index is comprised at any given time of trading positions selected by Chesapeake that include over-the-counter foreign exchange and currency option transactions and exchange traded futures and options in relation to any commodity, metal, financial instrument, currency, interest rate or index traded on certain exchanges. Under the terms of the swap, the Advisor has the ability to periodically adjust the notional level of the swap. The swap was effective on August 20, 2014 and has a termination date of August 20, 2019 unless earlier terminated. In addition, the swap value includes an annual fee of 0.75% payable to Deutsche Bank Accrued on the notional level of the swap. (Notional Value $8,293,000)  $1,298,164 

 

The accompanying notes are an integral part of these consolidated financial statements.

3
 

Mariner Managed Futures Strategy Portfolio

Consolidated Statement of Assets and Liabilities

December 31, 2014

 

ASSETS     
Investment securities:     
At cost  $54 
At fair value  $54 
Cash   7,883,881 
Deposit with broker for swap   1,872,260 
Unrealized appreciation on swap contract   1,298,164 
Receivable for swap   147,284 
Receivable for portfolio shares sold   135,921 
Receivable due from advisor   6,108 
Prepaid expenses and other assets   1,895 
TOTAL ASSETS   11,345,567 
      
LIABILITIES     
Advance on unrealized swap appreciation   1,075,000 
Fees payable to other affiliates   5,645 
Distribution (12b-1) fees payable   4,379 
Payable for Portfolio shares redeemed   46 
Accrued expenses and other liabilities   27,878 
TOTAL LIABILITIES   1,112,948 
      
NET ASSETS  $10,232,619 
      
NET ASSETS CONSIST OF:     
Paid in capital [$0 par value, unlimited shares authorized]  $9,071,835 
Undistributed net investment loss   (125,717)
Accumulated net realized loss on investments   (11,663)
Net unrealized appreciation of investments   1,298,164 
NET ASSETS  $10,232,619 
      
NET ASSET VALUE PER SHARE:     
Net Assets  $10,232,619 
Shares of beneficial interest outstanding   943,665 
Net asset value (Net Assets ÷ Shares Outstanding), offering price and redemption price per share  $10.84 

 

The accompanying notes are an integral part of these consolidated financial statements.

4
 

Mariner Managed Futures Strategy Portfolio

Consolidated Statement of Operations

For the Year Ended December 31, 2014

 

INVESTMENT INCOME     
Interest (net of foreign withholding tax of $18)  $706 
      
EXPENSES     
Investment Advisory fees   51,888 
Administrative services fees   31,728 
Legal fees   31,415 
Distribution (12b-1) fees   27,025 
Audit fees   21,166 
Accounting services fees   20,475 
Transfer agent fees   20,055 
Compliance officer fees   18,254 
Shareholder reporting expenses   17,304 
Trustees fees and expenses   8,440 
Custodian fees   6,785 
Insurance expense   193 
TOTAL EXPENSES   254,728 
      
Less: Fees waived and reimbursed by the Advisor   (146,424)
      
NET EXPENSES   108,304 
      
NET INVESTMENT LOSS   (107,598)
      
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND SWAPS     
Net realized gain (loss) from:     
Investments   (155,433)
Swaps   143,784 
Net Realized Loss   (11,649)
      
Net change in unrealized appreciation (depreciation) on:     
Investments   (72,230)
Swaps   1,298,164 
Net Change in Unrealized Appreciation   1,225,934 
      
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND SWAPS   1,214,285 
      
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  $1,106,687 

 

The accompanying notes are an integral part of these consolidated financial statements.

5
 

Mariner Managed Futures Strategy Portfolio

Consolidated Statements of Changes in Net Assets

 

   For the   For the 
   Year Ended   Year Ended 
   December 31, 2014   December 31, 2013 
FROM OPERATIONS          
Net investment loss  $(107,598)  $(46,226)
Net realized gain (loss) from investments and swap   (11,649)   1,882 
           
Net change in unrealized appreciation on investments and swaps   1,225,934    90,502 
Net increase in net assets resulting from operations   1,106,687    46,158 
           
FROM SHARES OF BENEFICIAL INTEREST          
Proceeds from shares sold   7,190,477    2,658,108 
Payments for shares redeemed   (1,056,856)   (968,167)
Net increase in net assets from shares of beneficial interest   6,133,621    1,689,941 
           
TOTAL INCREASE IN NET ASSETS   7,240,308    1,736,099 
           
NET ASSETS          
Beginning of year   2,992,311    1,256,212 
End of year ^  $10,232,619   $2,992,311 
^ Includes undistributed net investment loss of:  $(125,717)  $(18,119)
           
SHARE ACTIVITY - CLASS 2          
Shares sold   759,362    265,592 
Shares redeemed   (112,582)   (98,160)
Net increase in shares of beneficial interest outstanding   646,780    167,432 

 

The accompanying notes are an integral part of these consolidated financial statements.

6
 

Mariner Managed Futures Strategy Portfolio

Consolidated Financial Highlights

 

Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout each Year or Period

 

   Class 2 
             
   For the Year Ended   For the Year Ended   For the Period Ended 
   December 31, 2014   December 31, 2013   December 31, 2012 (a) 
                
Net asset value, beginning of year  $10.08   $9.70   $10.00 
                
Activity from investment operations:               
Net investment loss (b)   (0.19)   (0.19)   (0.10)
Net change in realized and unrealized gain (loss) on investments (c)   0.95    0.57    (0.20)
Total from investment operations   0.76    0.38    (0.30)
                
Net asset value, end of year  $10.84   $10.08   $9.70 
                
Total return   7.54%   3.92%   (3.00)% (d)
                
Net assets, at end of year (000s)  $10,233   $2,992   $1,256 
                
Ratio of gross expenses to average net assets (e,f)   4.70%   9.20%   15.00% (g)
Ratio of net expenses to average net assets (f)   2.00%   2.00%   2.00% (g)
Ratio of net investment loss to average net assets (f)   (1.99)%   (1.88)%   (1.89)% (g)
                
Portfolio Turnover Rate   0%   103%   0% (d)

 

 
(a)The Mariner Managed Futures Strategy Portfolio commenced operations on June 7, 2012.

 

(b)Per share amounts calculated using the average shares method, which more appropriately represents the per share data for the year or period.

 

(c)Realized and unrealized gains (losses) per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with aggregate gains and losses in the statement of operations due to the share transactions for the period.

 

(d)Not Annualized.

 

(e)Represents the ratio of expenses to average net assets absent of fee waivers and/or expense reimbursement by advisor.

 

(f)Does not include the expense of other investment companies in which the Portfolio invests.

 

(g)Annualized.

 

The accompanying notes are an integral part of these consolidated financial statements.

7
 
Mariner Managed Futures Strategy Portfolio
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014

 

1.ORGANIZATION

 

The Mariner Managed Futures Strategy Portfolio (the “Portfolio”) is a diversified series of shares of beneficial interest of Northern Lights Variable Trust (the “Trust”), a trust organized 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 commenced operations on June 7, 2012 and currently offers class 2 shares at net asset value. 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’s investment objective is income and capital appreciation.

 

Effective March 3, 2014, the “Mariner Hyman Beck Portfolio” was renamed the “Mariner Managed Futures Strategy Portfolio.” The Portfolio’s investment objective, policies and strategies remain unchanged.

 

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”). 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 consolidated 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.

 

Securities valuation – Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the 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. Debt securities (other than short-term obligations) are valued each day by an independent pricing service approved by the Trust’s Board of Trustees (the “Board”) using methods which include current market quotations from a major market maker in the securities and based on methods which include the consideration of yields or prices of securities of comparable quality, coupon, maturity and type. 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 Board of Trustees 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. Investments in open-end investment companies are valued at net asset value. Short-term debt obligations with remaining maturities in excess of sixty days are valued at current market prices by an independent pricing service approved by the Board. Short-term debt obligations having 60 days or less remaining until maturity, at time of purchase, may be valued at amortized cost.

 

MHBP Fund Limited (“MHBP Ltd.”) is a wholly-owned and controlled foreign subsidiary of the Portfolio. Monte Capital Group, LLC (the “Advisor”) fair values MHBP Ltd.’s and the underlying investments daily. The daily valuation is based on the current positions. The Advisor calculates an estimated profit and loss which is then used to determine a daily fair value NAV. The Advisor receives a daily estimated profit and loss figure from the counterparty which is compared to the Advisors estimated profit and loss. If the difference of these estimates exceeds the Advisor’s threshold, additional procedures are conducted by the Advisor which may include, but are not limited to reviewing prices of the underlying holdings and speaking with the accounting agent to further review valuation. The Advisor then makes a final determination on the fair value, using the Advisor’s estimate. The Advisor’s fair value NAV is back tested daily and reviewed by the Portfolio’s fair valuation committee on a regular basis.

 

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

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Mariner Managed Futures Strategy Portfolio
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2014

 

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) Advisor. 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.

 

Fair Valuation Process This team is composed of one or more representatives from each of the (i) Trust, (ii) administrator, and (iii) Advisor. 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 advisor, the prices or values available do not represent the fair value of the instrument. Factors which may cause the Advisor 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 Advisor 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 Advisor 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.

 

Swap Agreements – The Portfolio is subject to equity price risk and/or interest rate risk in the normal course of pursuing their respective investment objectives. The Portfolio may hold fixed-rate bonds, the value of which may decrease if interest rates rise and equities subject to equity price risk. The Portfolio may enter into various swap transactions for investment purposes or to manage interest rate, equity, foreign exchange (currency) or credit risk. These are two-party contracts entered into primarily to exchange the returns (or differentials in rates of returns) earned or realized on particular, pre-determined investments or instruments.

 

To help to reduce counterparty risk on the Portfolio, the Advisor has the right to reduce the Portfolio’s exposure and remove cash from the Portfolio’s total return swap with Deutsche Bank AG. This cash holding shall be in excess of $500,000, and may not exceed 40% of the index exposure in total. Any amount of the cash holding disbursed will be offset against the final settlement value of the swaps. As of December 31, 2014, the Portfolio at the request of the Advisor, had $1,075,000 in cash holdings as shown in the Portfolio’s Consolidated Statement of Assets and Liabilities under advance on unrealized appreciation from the Portfolio’s total return swap with Deutsche Bank AG.

 

The gross returns to be exchanged or “swapped” between parties are calculated with respect to a notional amount, i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a “basket” of securities representing a particular index or market segment. Changes in the value of swap agreements are recognized as unrealized gains or losses in the Consolidated Statement of Operations by “marking to market” on a daily basis to reflect the value of the swap agreement at the end of each trading day. Swap agreements are subject to the risk that the counterparty to the swap will default on

9
  
Mariner Managed Futures Strategy Portfolio
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2014

 

its obligation to pay the Portfolio and the risk that the Portfolio will not be able to meet its obligations to pay the counterparty to the swap. Swap agreements may also involve fees, commissions or other costs that may reduce the Portfolio’s gains from a swap agreement or may cause the Portfolio to lose money. Realized gains and losses from the decrease in notional value of the swap are recognized on trade date. A liquidation payment received or made at the termination of the swap agreement is recorded as a realized gain or loss, on the trade date basis, on the Consolidated Statement of Operations.

 

MHBP Ltd. maintains cash of at least 25% of the notional value of the swap net of unrealized appreciation, as collateral to secure its obligations under the swap. The cash maintained as collateral is recorded as deposit with broker for swap on the Consolidated Statement of Assets and Liabilities. As of December 31, 2014 the notional value of the swap was $8,293,000. Entering into these agreements involves, to varying degrees, lack of liquidity and elements of credit, market, and counterparty risk in excess of amounts recognized on the Consolidated Statement of Assets and Liabilities. The Portfolio’s maximum risk of loss from counterparty credit risk is the discounted net value of the cash flows to be received from the counterparty over the contract’s remaining life, to the extent that that amount is positive. If the Advisor determines that the counterparty presents an imprudent risk, the swap may be terminated in its entirety. As of December 31, 2014 the net change in unrealized appreciation on the swap contract was $1,298,164. For the year ended December 31, 2014, the Portfolio had realized gains of $143,784 from swap contracts.

 

Fair Value The Portfolio utilizes various methods to measure the fair value of all of its investments on a recurring basis. GAAP establishes a fair value hierarchy and specifies that a valuation technique used to measure fair value shall minimize the use of unobservable inputs. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in orderly transaction between market participants (i.e. the exit price at the measurement date). The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under U.S. GAAP are described below:

 

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

 

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 on 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.

10
  
Mariner Managed Futures Strategy Portfolio
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2014

 

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 
Investments:                    
Money Market Fund  $54   $   $   $54 
Derivatives:                    
Swap  $   $1,298,164   $   $1,298,164 

 

The Portfolio did not hold any Level 3 securities during the fiscal year.

 

There were no transfers into or out of Level 1 and Level 2 during the current year presented. It is the Portfolio’s policy to recognize transfers into or out of Level 1 and Level 2 at the end of the reporting year.

 

Consolidation of Subsidiary – The consolidated financial statements of the Portfolio include MHBP Ltd. All inter-company accounts and transactions have been eliminated in consolidation. The Portfolio may invest up to 25% of its total assets in MHBP Ltd., which acts as an investment vehicle in order to effect certain investments consistent with the Portfolio’s investment objectives and policies.

 

A summary of the Portfolio’s investment in MHBP Ltd. is as follows:

 

          
          
   Inception Date of  MHBP Ltd. Net Assets  % Of Total Net Assets
   MHBP Ltd.  at December 31, 2014  at December 31, 2014
MHBP Ltd.  9/11/2012  $2,242,763  21.92%

 

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, if any, are declared and paid annually. Distributable net realized capital gains, if any, are declared and distributed annually. Dividends from net investment income and distributions from net realized gains are recorded on ex dividend 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 carry forwards) 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 value per share of the Portfolio.

 

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 recognizes 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 expected to be taken on returns filed for the open tax years 2012-2013 or expected to be taken in the Portfolio’s 2014 tax returns. The Portfolio identifies its major tax jurisdictions as U.S. Federal and Nebraska, and foreign jurisdictions where the Portfolio makes significant investments; however the Portfolio is not aware of any

11
  
Mariner Managed Futures Strategy Portfolio
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2014

 

tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

 

For tax purposes, MHBP Ltd. is an exempted Cayman investment company. MHBP Ltd. has received an undertaking from the government of the Cayman Islands exempting it from all local income, profits and capital gains taxes. No such taxes are levied in the Cayman Islands at the present time. For U.S. income tax purposes, MHBP Ltd. is a controlled foreign corporation and as such is not subject to U.S. income tax. However, a portion of MHBP Ltd.’s net income and capital gain, to the extent of its earnings and profits, will be included each year in the Portfolio’s investment company taxable income.

 

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.

 

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 risk of loss due to these warranties and indemnities appears 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 $0 and $349,763, respectively.

 

Offsetting of Financial Assets and Derivative Assets

 

The Portfolio’s policy is to recognize a net asset or liability equal to the unrealized appreciation/(depreciation) on swap contracts. The following table presents the Portfolio’s asset and liability derivatives available for offset under a master netting arrangement along with collateral pledged for these contracts as of December 31, 2014.

 

                 Gross Amounts Not Offset in the     
Assets                Statement of Assets & Liabilities     
                         
           Net Amounts of Assets           
       Gross Amounts Offset   Presented in the           
   Gross Amounts of   in the Statement of   Statement of Assets &     Cash Collateral *     
   Recognized Assets   Assets & Liabilities   Liabilities     Pledged   Net Amount 
Unrealized Appreciation on Swap  $1,298,164   $   $1,298,164     $   $1,298,164 

 

*The portfolio maintains cash of at least 25% of the notional value of the swap net of unrealized appreciation as collateral to secure its obligation under the swap. As of December 31, 2014, the Portfolio had $1,872,260 as cash collateral.

 

During the normal course of business, the Portfolio purchases and sells various financial instruments, which may result in market, credit and liquidity risks, the amount of which is not apparent from the consolidated financial statements.

12
  
Mariner Managed Futures Strategy Portfolio
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2014

 

Impact of Derivatives on the Consolidated Statement of Assets and Liabilities and Consolidated Statement of Operations

 

The following is a summary of the location of derivative investments on the Portfolio’s Consolidated Statement of Assets and Liabilities as of December 31, 2014:

 

Derivative Investment Type  Location on the Consolidated Statement of Assets and Liabilities
Total Return Swap  Unrealized appreciation on swap contracts

 

The following table sets forth the fair value of the Portfolio’s derivative contracts by primary risk exposure as of December 31, 2014

 

   Commodity      Total As of December 31, 2014 
Swap Contract  $1,298,164   $1,298,164 
           

The following is a summary of the location of derivative investments on the Portfolio’s Consolidated Statement of Operations for the year ended December 31, 2014:

 

Derivative Investment Type    Location of Gain/Loss on Derivative
Swap  Net realized gain (loss) from swaps
Net unrealized appreciation (depreciation) on swaps

 

The following is a summary of the Fund’s realized gain (loss) on derivative investments recognized in the Statement of Operations categorized by primary risk exposure for the year ended December 31, 2014:

 

Realized gain/(loss) on derivatives recognized in the Statement of Operations
 
       Total for the 
       Year Ended 
Derivative Investment Type  Commodity Risk   December 31, 2014 
Swap Contract  $143,784   $143,784 
           
Changes in unrealized appreciation/(depreciation) on derivatives recognized in the Statement of Operations
       Total for the 
       Year Ended 
Derivative Investment Type  Commodity Risk   December 31, 2014 
Swap Contract  $1,298,164   $1,298,164 
           

Associated Risks:

 

Principal Investment Risk – As with all mutual funds, there is the risk that you could lose money through your investment in the Portfolio. The Portfolio is not intended to be a complete investment program. Many factors affect the Portfolio’s net asset value and performance.

 

The following risk applies to the Portfolio through its direct investments as well as indirectly through investments in underlying funds and MHBP Ltd.

 

General Market Risk. The risk that the value of the Portfolio’s shares will fluctuate based on the performance of the Portfolio’s investments and other factors affecting the commodities and/or securities markets generally.

 

Market Risk: Market risk is the risk that changes in interest rates, foreign exchange rates or equity prices will affect the positions held by the Portfolio. The Portfolio is exposed to market risk on financial instruments that are valued at market prices as disclosed in the Consolidated Portfolio of Investments. The prices of derivative instruments, including options, forwards and futures prices, can be highly volatile. Price movements of derivative contracts in which the Portfolio’s assets may be invested are influenced by, among other things, interest rates,

13
  
Mariner Managed Futures Strategy Portfolio
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2014

 

changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. The Portfolio is exposed to market risk on derivative contracts in that the Portfolio may not be able to readily dispose of its holdings when it chooses and also that the price obtained on disposal is below that at which the investment is included in Portfolio’s consolidated financial statements. All financial instruments are recognized at fair value, and all changes in market conditions directly affect net income. The Portfolio’s investments in derivative instruments are exposed to market risk and are disclosed in the Consolidated Portfolio of Investments.

 

Counterparty Risk: The Portfolio invests in derivative instruments issued for the Portfolio by Deutsche Bank, AG (“Deutsche) a Deutsche Product (“Product”). If Deutsche becomes insolvent, Deutsche may not be able to make any payments under the Product and investors may lose their capital invested in the Product. A decline in Deutsche’s financial standing is likely to reduce the market value of the Product and therefore the price an investor may receive for the Product if they sell it in the market.

 

Liquidity Risk: Liquidity risk is the risk that the Portfolio will encounter difficulty in raising funds to meet commitments. Liquidity risk may result in an inability to sell investments quickly at close to fair value. The Portfolio’s financial instruments include investments in securities which are not traded on organized public exchanges and which generally may be illiquid. As a result the Portfolio may not be able to quickly liquidate its investments in these instruments at an amount close to its fair value in order to meet its liquidity requirements. The Portfolio does not anticipate any material losses as a result of liquidity risk.

 

4.INVESTMENT ADVISORY AGREEMENT / TRANSACTIONS WITH AFFILIATES

 

Monte Capital Group, LLC, serves as the Portfolio’s investment advisor. The Portfolio has employed Gemini Fund Services, LLC (“GFS”) to provide administration, Portfolio accounting, and transfer agent services. A Trustee and certain officers of the Portfolio are also officers of GFS.

 

Pursuant to an investment advisory agreement with the Trust on behalf of the Portfolio, the Advisor, under the oversight of the Board, directs the daily 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 Advisor, the Portfolio pays the Advisor an investment advisory fee, computed and accrued daily and paid monthly, at an annual rate of 0.96% of the Portfolio’s average daily net assets. Pursuant to the investment advisory agreement, the Advisor accrued $51,888 in advisory fees for the year ended December 31, 2014.

 

The Advisor has contractually agreed to reduce its fees and to reimburse expenses of the Portfolio to ensure that total annual portfolio operating expenses after fee waiver and/or reimbursement (exclusive of any taxes, brokerage fees and commissions, front end or contingent deferred loads, borrowing costs 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 option 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 Fund officers and Trustees, contractual indemnification of Fund service providers (other than the Advisor) will not exceed 2.00% of average daily net assets attributable to Class 2 shares. These fee waivers and expense reimbursements are subject to possible recoupment from the Portfolio in future years on a rolling three-year basis (within the three years after the fees have been waived or reimbursed) if such recoupment can be achieved within the foregoing expense limits. This agreement may be terminated only by the Trust’s Board of Trustees, on 60 days written notice to the Advisor. Fee waiver and reimbursement arrangements can decrease the Portfolio’s expenses and boost its performance. Cumulative expenses subject to recapture pursuant to the aforementioned conditions will expire December 31st of the following years:

 

2016     $31,016  (1)
2017  $146,424 
   $177,440 
14
  
Mariner Managed Futures Strategy Portfolio
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2014

 

(1)On December 9, 2013 the predecessor advisor, RJO Investment Management, LLC, terminated its advisory agreement with the Trust, with respect to the Portfolio, and forfeited their right to recoup waived fees. Waived fees for the year ended December 31, 2013 were $176,653, of which $31,016, is subject to recoupment by the Advisor through December 31, 2016.

 

The Trust, with respect to the Portfolio, has adopted the Trust’s Master Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. The Plan provides that a monthly service and/or distribution fee is calculated by the Portfolio at an annual rate of 0.50% of its average daily net assets and is paid to Northern Lights Distributors, LLC (the “Distributor”) to provide compensation for ongoing shareholder servicing and distribution-related activities or services and/or maintenance of the Portfolio’s shareholder accounts not otherwise required to be provided by the Advisor. During the year ended December 31, 2014, pursuant to the Plan, Class 2 incurred $27,025 of service and/or distribution fees.

 

The Distributor acts as the Portfolio’s principal underwriter in a continuous public offering of the Portfolio’s Class 2 shares and is an affiliate of GFS.

 

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

 

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

 

Northern Lights Compliance Services, LLC (“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”), 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.

 

5.CONTROL OWNERSHIP

 

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a portfolio creates presumption of control of the portfolio under section 2(a)(9) of the 1940 Act. As of December 31, 2014, Nationwide Life Insurance Co. and Jefferson National held 35.8% and 60.6%, respectively, of the voting securities of Class 2 shares.

 

6.TAX COMPONENTS OF CAPITAL

 

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

 

Undistributed   Undistributed   Capital Loss   Post October   Other   Unrealized   Total 
Ordinary   Long-Term   Carry   & Late year   Book/Tax   Appreciation/   Accumulated 
Income   Gains   Forwards   Losses   Differences   (Depreciation)   Earnings/(Deficits) 
$1,388,664   $   $(14)  $   $(227,866)  $   $1,160,784 

 

The difference between book basis and tax basis accumulated net investment losses and unrealized appreciation from investments is primarily attributable to adjustments for the Portfolio’s wholly owned subsidiary.

 

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-Expiring     
Short-Term     Long-Term     Total 
$(14)  $   $(14)
15
  
Mariner Managed Futures Strategy Portfolio
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2014

 

7.SUBSEQUENT EVENTS

 

Subsequent events have been evaluated after the date of the Consolidated Statement of Assets and Liabilities through the date the consolidated financial statements were issued. Management has determined no events or transactions occurred requiring adjustment or disclosure in the consolidated financial statements.

16
  

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of Northern Lights Variable Trust
and the Shareholders of Mariner Managed Futures Strategy Portfolio

 

We have audited the accompanying consolidated statement of assets and liabilities, including the consolidated portfolio of investments, of Mariner Managed Futures Strategy Portfolio (the Portfolio), a series of the Northern Lights Variable Trust, as December 31, 2014, and the related consolidated statement of operations for the year then ended, the consolidated statements of changes in net assets for each of the two years in the period then ended and the consolidated financial highlights for each of the two years in the period then ended and for the period from June 7, 2012 (commencement of operations) through December 31, 2012. These consolidated financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these consolidated 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 audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 and brokers. 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 consolidated financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Mariner Managed Futures Strategy Portfolio as of December 31, 2014, and the results of its operations for the year then ended, and the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the two years in the period then ended and for the period from June 7, 2012 (commencement of operations) through December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

 

/s/ McGladrey LLP

 

Denver, Colorado
February 17, 2015

17
  
Mariner Managed Futures Strategy Portfolio
EXPENSE EXAMPLES (Unaudited)
December 31, 2014

 

As a shareholder of the Mariner Managed Futures Strategy Portfolio, you incur two types of costs: (1) transaction costs, including sales charges and redemption fees; (2) 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 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 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.

 

The table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

 

             
   Annualized  Beginning Account  Ending  Expense Paid
   Expense  Value  Account Value  During Period*
Actual  Ratio  7/1/14  12/31/14       7/1/14 – 12/31/14     
Class 2  2.00%  $1,000.00  $1174.40  $10.96
             
             
   Annualized  Beginning Account  Ending  Expense Paid
Hypothetical  Expense  Value  Account Value  During Period*
(5% return before expenses)  Ratio  7/1/14  12/31/14  7/1/14 - 12/31/14
Class 2  2.00%  $1,000.00  $1015.12  $10.16

 

*Expenses are equal to the Portfolio’s annualized expense ratio multiplied by the number of days in the period (184) divided by the number of days in the fiscal year (365).
18
  
Mariner Managed Futures Strategy Portfolio
SUPPLEMENTAL INFORMATION (Unaudited) (Continued)
December 31, 2014

 

Mariner Managed Futures Strategy Portfolio – Adviser Monte Capital Group LLC*

 

In connection with the regular meeting held on November 12-13, 2013 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, discussed the approval of an interim investment advisory agreement and a definitive investment advisory agreement (collectively the “Advisory Agreement”) between Monte Capital Group LLC (“Monte”) and the Trust, with respect to the Mariner Managed Futures Strategy Portfolio (the “Portfolio”). In considering the approval 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 Monte is an employee owned independent alternative asset advisory firm specializing in the development and management of custom financial solutions, alternative investments, and hedging for high net worth individuals, family offices, and hedge funds. The Board reviewed the background information on the key personnel that will be responsible for managing the Portfolio and noted they come from diverse education and professional backgrounds with experiences in both domestic and foreign futures, commodities, equities, technology and with some having had memberships to major futures exchanges and they also possess strong risk management experience. With respect to risk management, the Trustees noted that Monte will provide research and analysis, risk management, compliance and marketing services in managing a short term fixed income strategy and a global macro managed futures strategy for the Portfolio, and will monitor the Portfolio’s allocation to managed futures and the commodity pool managers for performance, trading style and ensure they adhere to risk management policies. The Trustees acknowledged that although not all strategy risk can be averted, Monte appears to have identified possible credit downgrades and debt ceiling renewal as the key risks within the fixed income strategy and plans ongoing monitoring of those factors, and has also identified the Federal Reserve’s “QE” programs as a risk factor to the managed futures strategy and that sector in general, and intends to monitor pool managers and evaluate the risk reward profile that may be achieved by adding another commodity pool investment. With respect to trade compliance, the Trustees noted favorably that Monte will use pre-trade and post-trade checklists to monitor the funds compliance to investment limitations and guidelines daily. With respect to Monte’s broker-dealer selection process, the Board acknowledged Monte has a robust evaluation process of reviewing qualitative execution factors, such as research capabilities, ability to execute, frequency of coverage and depth of back office service and processing capabilities, besides looking for the lowest commission cost alone. The Trustees reviewed information regarding a routine SEC examination of Monte conducted in June 2013 noting that no results have been reported. They further noted that Monte reported no material compliance or litigation issues have been reported that would impact the adviser’s ability to operate and/or manage the Portfolio. After reviewing the material provided and conducting discussions with representatives of Monte, the Board is satisfied that the transition of management of the Portfolio to Monte will benefit the Portfolio’s shareholders. The Board is also satisfied that Monte is committed to bringing additional value to the Portfolio through added resources and concluded they have the potential to provide high quality service to the Portfolio and its shareholders.

 

Performance. With respect to Monte’s performance and its ability to manage the Portfolio, they noted that the performance information provided in Monte’s materials related to its performance as adviser to a non-managed futures fund. The Trustees agreed that Monte’s overall performance, based on the information provided, is good and it seems to have done a good job of managing a portfolio and the related risks of an options driven, equity only strategy. With respect to Monte’s ability to manage the Portfolio, they noted that Mariner is a Fund of Funds, and Monte will invest Portfolio assets directly in one or

19
  
Mariner Managed Futures Strategy Portfolio
SUPPLEMENTAL INFORMATION (Unaudited) (Continued)
December 31, 2014

 

more commodity pools, or use swaps to access 5-10 CTAs. They noted this strategy is similar to the strategy currently in place for the Portfolio. The Trustees considered that Monte had recently hired a portfolio manager with extensive managed futures experience and that is very familiar with the Portfolio. After further discussion, the Trustees agreed that Monte has the potential, based on its past performance and the skills of the newly hired portfolio manager, to deliver positive results.

 

Fees and Expenses. The Trustees noted Monte proposed to charge an annual advisory fee of 0.96%. They compared the proposed fee to the peer group average and Morningstar category average, and noted the proposed fee is lower than both benchmarks of 1.37% and 1.32%, respectively. With respect to the Net Expense Ratio, 2.00%, they noted that it too compared favorably to the benchmarks. They considered that although the Portfolio’s Net Expense Ratio was higher than the Morningstar Category Average, 1.91%, when considered in light of the proposed expense cap the Portfolio’s ratio will be lower than the Morningstar Average. The Trustees concluded that the fees were reasonable.

 

Economies of Scale. The Trustees considered whether there will be economies of scale with respect to the management of the Portfolio. They noted the adviser anticipates growing the Portfolio to approximately $100 million over the next two years. After discussion, it was the consensus of the Trustees that based on the anticipated size of the Fund, economies of scale would be revisited as the size of the Portfolio reaches a more “robust” level.

 

Profitability. The Trustees reviewed the profitability analysis provided by Monte and noted modest anticipated profits for the first year. They considered, however, that after the adviser allocated a portion of its legitimate profits to marketing and distribution of the Portfolio, it anticipates realizing a net loss. After discussion, the Trustees concluded that such profits would not be unreasonable.

 

Conclusion. Having requested and received such information from Monte as the Trustees believed to be reasonably necessary to evaluate the terms of the Advisory Agreement, and as assisted by the advice of Counsel, the Trustees concluded that the fee structure is reasonable and that approval of the Advisory Agreement is in the best interests of the shareholders of the Portfolio. Further, the Trustees have determined that the scope and quality of services to be provided to Mariner Managed Future Strategy Portfolio under the interim and definitive Advisory Agreements will be at least equivalent to the scope and quality of services provided under the previous contract.

 

*Due to timing of the contract renewal schedule, these deliberations may or may not relate to the current performance results of the Portfolios.
20
  
Mariner Managed Futures Strategy 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
  
Mariner Managed Futures Strategy 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 1-855-542-4642.

 

12/31/14-NLVT-V3

22
  

PRIVACY NOTICE

 

Northern Lights Variable Trust

Rev. August 2011

 

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 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 1-855-542-4642, 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 available without charge, upon request, by calling 1-855-542-4642.

 

 
 
 
 
 
 
 
 
 
INVESTMENT ADVISOR
Monte Capital Group, LLC
11 Broadway
New York, N.Y. 10004
 
ADMINISTRATOR
Gemini Fund Services, LLC
80 Arkay Drive, Suite 110
Hauppauge, New York 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 and Anthony Hertl are independent audit committee financial experts.

 

Item 4. Principal Accountant Fees and Services.

 

(a)Audit Fees

2014 - $17,000

2013 - $17,000

 

(b)Audit-Related Fees
2014 – N/A
2013 – N/A

 

(c)Tax Fees

2014 - $3,000

2013 - $3,000

 

 

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

 

(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

2014

Audit-Related Fees: 100%

Tax Fees: 100%

All Other Fees: 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 - N/A

2013- N/A

(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) Code of Ethics here within

 

(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 3/4/2015

 

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 3/4/2015

 

 

By (Signature and Title)

/s/ Kevin E. Wolf

Kevin E. Wolf, Treasurer

 

Date 3/4/2015