N-CSR 1 adaptive_ncsr.htm N-CSR Blu Giant, 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)

 

Andrew Rogers, Gemini Fund Services, LLC.

17605 Wright Street, Omaha, Nebraska 68130

(Name and address of agent for service)

 

Registrant's telephone number, including area code: 631-470-2669

 

Date of fiscal year end: 12/31

 

Date of reporting period: 12/31/16

 

Item 1. Reports to Stockholders.

 

(ADAPTIVE ALLOCATON LOGO)
 
 
Adaptive Allocation
Portfolio
 
 
 
Annual Report
December 31, 2016
 
1-866-263-9260
 
 
 
Distributed by Northern Light Distributors, LLC
FINRA Member

 

 

TO SHAREHOLDERS OF THE
ADAPTIVE ALLOCATION PORTFOLIO
December 31, 2016
(ADAPTIVE ALLOCATION LOGO)

 

2016 was a challenging year for many active money managers as evidenced by the losses incurred by the Hedge Fund Research Inc. Macro Systematic Diversified Total Return Index (“HFRI Index”) which lost 1.29% for the year. The total return for the Adaptive Allocation Portfolio (net of portfolio expenses) for the 12 month period ended December 31, 2016 was a gain of 1.35% as many of our models were defensively positioned for much of the year and the models that were “in” posted modest gains. The Portfolio is not intended to correspond directly to any comparative index. As always, please remember that past performance may not be indicative of future results.

 

Please note that due to increasing operational expenses, we have determined that it is in the best interests of the Adaptive Allocation Portfolio and its shareholders that the Portfolio ceases operations. The Adaptive Allocation Portfolio was liquidated on February 7, 2017.

 

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 includes more than 175 macro hedge fund managers employing sophisticated quantitative models to make investment decisions. Note performance information of the HFRI Index may be over-reported to a degree due to survivorship bias, whereby poorly performing funds that close are dropped from the Index.

 

Further return information for the Adaptive Allocation Portfolio (net of portfolio expenses) and the HFRI Index 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, 2016 is 2.93%.

 

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, call toll-free 1-866-263-9260. All performance figures reflect fee waivers and expense subsidies, without which performance figures would have been lower.

 

 

1

 

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.

 

(3086-NLD-1/27/2017)

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Adaptive Allocation Portfolio
PORTFOLIO REVIEW (Unaudited)
December 31, 2016

 

The Portfolio’s performance figures* for the periods ended December 31, 2016, compared to its benchmark:

 

            Inception** -
Annualized Average Returns:  One Year  Three Year  Five Year  December 31, 2016
Adaptive Allocation Portfolio  1.35%  (2.00)%  (1.55)%  0.02%
Hedge Fund Research, Inc. (HFRI) Macro            
Systematic Diversified Index ^  (1.29)%  2.17%  0.61%  3.26%***

 

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

 (CHART)

 

*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, 2016 is 2.93%.

 

**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, 2016
     
Top Holdings by Type  % of Net Assets 
Exchange Traded Funds   37.8%
Mutual Fund   12.8%
Exchange Traded Note   10.4%
Short-Term Investments   39.4%
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.

3

 

Adaptive Allocation Portfolio
PORTFOLIO OF INVESTMENTS
December 31, 2016

 

Shares      Value 
     EXCHANGE TRADED FUNDS - 37.8%     
     EQUITY FUNDS - 37.8%     
     SMALL CAP GROWTH - 15.2%     
 1,900   Direxion Daily Small Cap Bull 3x Shares *  $192,185 
 6,500   iShares Rusell 2000 ETF   876,525 
         1,068,710 
     LARGE CAP GROWTH - 7.4%     
 6,800   ProShares Ultra S&P500   517,752 
           
     SPECIALTY FUND - 15.2%     
 21,100   PowerShares Buyback Achievers Portfolio   1,064,706 
           
     TOTAL EXCHANGE TRADED FUNDS (Cost - $2,628,158)   2,651,168 
           
     MUTUAL FUNDS - 12.8%     
     DEBT FUNDS - 12.8%     
 264,661   MFS High Income Fund (Cost $868,681)   897,200 
           
     EXCHANGE TRADED NOTE - 10.4%     
     EQUITY FUND - 10.4%     
 23,000   JPMorgan Alerian MLP Index ETN (Cost - $705,847)   727,030 
           
     SHORT-TERM INVESTMENTS - 39.4%     
     MONEY MARKET FUNDS - 39.4%     
 800,000   Fidelity Investments Money Market Funds - Treasury Only Portfolio - 0.30% **   800,000 
 1,158,262   Goldman Sachs Financial Square Funds - Government Fund - 0.20% **   1,158,262 
 800,000   Goldman Sachs Financial Square Funds - Treasury Obligations Fund - 0.38% **   800,000 
     TOTAL SHORT-TERM INVESTMENTS (Cost - $2,758,262)   2,758,262 
           
     TOTAL INVESTMENTS - 100.4% (Cost - $6,960,948) (a)  $7,033,660 
     OTHER ASSETS LESS LIABILITIES - NET - (0.4)%   (26,717)
     NET ASSETS - 100.0%  $7,006,943 

 

ETF - Exchange Traded Fund

 

ETN - Exchange Traded Note

 

*Non income producing security.

 

**Money market fund; interest rate reflects seven-day effective yield on December 31, 2016.

 

(a)Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $6,960,948 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

 

Unrealized appreciation:  $88,935 
Unrealized depreciation:   (16,223)
Net unrealized appreciation:  $72,712 

 

See accompanying notes to financial statements

4

 

Adaptive Allocation Portfolio
STATEMENT OF ASSETS AND LIABILITIES
December 31, 2016

 

ASSETS    
Investment securities:     
At cost  $6,960,948 
At value  $7,033,660 
Dividends and interest receivable   4,550 
Due from advisor   115 
Prepaid expenses and other assets   1,389 
TOTAL ASSETS   7,039,714 
      
LIABILITIES     
Payable for Portfolio shares redeemed   314 
Distribution (12b-1) fees payable   1,500 
Shareholder servicing fees payable   1,500 
Payable to related parties   9,564 
Accrued expenses and other liabilities   19,893 
TOTAL LIABILITIES   32,771 
NET ASSETS  $7,006,943 
      
Net Assets Consist Of:     
Paid in capital ($0 par value, unlimited shares authorized)  $7,740,260 
Accumulated net investment loss   (1,806)
Accumulated net realized loss from security transactions   (804,223)
Net unrealized appreciation on investments   72,712 
NET ASSETS  $7,006,943 
      
Shares of beneficial interest outstanding   716,304 
      
Net asset value (Net assets/shares outstanding), offering and redemption price per share  $9.78 

 

See accompanying notes to financial statements.

5

 

Adaptive Allocation Portfolio
STATEMENT OF OPERATIONS
For the Year Ended December 31, 2016

 

INVESTMENT INCOME    
Dividends  $162,035 
Interest   4,446 
TOTAL INVESTMENT INCOME   166,481 
      
EXPENSES     
Investment advisory fees   70,821 
Administrative services fees   28,953 
Accounting services fees   21,660 
Transfer agent fees   21,233 
Distribution (12b-1) fees   17,753 
Shareholder servicing fees   17,753 
Audit fees   15,653 
Legal fees   22,401 
Compliance officer fees   12,372 
Trustees’ fees and expenses   11,656 
Printing and postage expenses   5,433 
Custodian fees   3,533 
Other expenses   309 
TOTAL EXPENSES   249,530 
Fees waived/expenses reimbursed by the Advisor   (19,603)
NET EXPENSES   229,927 
      
NET INVESTMENT LOSS   (63,446)
      
REALIZED AND UNREALIZED GAIN ON INVESTMENTS     
Net realized gain from security transactions   130,524 
Net change in unrealized appreciation on investments   25,187 
      
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS   155,711 
      
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  $92,265 

 

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, 2016   December 31, 2015 
FROM OPERATIONS          
Net investment loss  $(63,446)  $(196,155)
Net realized gain (loss) from security transactions   130,524    (341,818)
Net change in unrealized appreciation (depreciation) on investments   25,187    (178,966)
Net increase (decrease) in net assets resulting from operations   92,265    (716,939)
           
FROM SHARES OF BENEFICIAL INTEREST          
Proceeds from shares sold   1,055,131    1,541,910 
Payments for shares redeemed   (2,999,372)   (5,903,396)
Net decrease in net assets resulting from shares of beneficial interest   (1,944,241)   (4,361,486)
           
TOTAL DECREASE IN NET ASSETS   (1,851,976)   (5,078,425)
           
NET ASSETS          
Beginning of Year   8,858,919    13,937,344 
End of Year *  $7,006,943   $8,858,919 
* Includes accumulated net investment loss of:  $(1,806)  $(2,140)
           
SHARE ACTIVITY          
Shares Sold   107,270    158,963 
Shares Redeemed   (308,521)   (601,804)
Net decrease in shares of beneficial interest outstanding   (201,251)   (42,841)

 

See accompanying notes to financial statements.

7

 

Adaptive Allocation Portfolio
FINANCIAL HIGHLIGHTS
 
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Year Presented

 

   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, 
   2016   2015   2014   2013   2012 
                     
Net asset value, beginning of year  $9.65   $10.25   $10.39   $9.85   $10.78 
Activity from investment operations:                         
Net investment income (loss) (1,2)   (0.09)   (0.17)   (0.03)   (0.11)   0.01 
Net realized and unrealized gain (loss) on investments   0.22    (0.43)   (0.11)   0.66    (0.76)
Total from investment operations   0.13    (0.60)   (0.14)   0.55    (0.75)
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  $9.78   $9.65   $10.25   $10.39   $9.85 
Total return (3)   1.35%   (5.85%)   (1.35%)   5.59%   (6.93%)
Net assets, end of year (000s)  $7,007   $8,859   $13,937   $17,007   $21,933 
Ratio of gross expenses to average net assets (4,5)   3.53%   2.71%   2.36%   2.21%   1.96%
Ratio of net expenses to average net assets (4)   3.25%   2.63%   2.36%   2.21%   1.96%
Ratio of net investment income (loss) to average net assets (2,4)   (0.90)%   (1.69%)   (0.29%)   (1.09%)   0.06%
Portfolio Turnover Rate   112%   132%   189%   173%   343%

 

 

(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 Advisor or affiliates not waived a portion of its fees for the years ended December 31, 2015 and 2016, 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 Advisor and affiliates for December 31, 2015 and 2016.

 

See accompanying notes to financial statements.

8

 

Adaptive Allocation Portfolio

NOTES TO FINANCIAL STATEMENTS

December 31, 2016

 

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’s investment objective is to provide growth and risk-adjusted total return. The Portfolio pursues its investment objective by investing 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”). The Portfolio follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies.

 

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.

 

The Portfolio may hold securities, such as private investments, 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 using the “fair value” procedures approved by the Trust’s Board of Trustees (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 a valuation specialist at a public accounting 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 – As noted above, the fair valuation 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 ask price is available; the spread

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Adaptive Allocation Portfolio

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2016

 

between bid and ask 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 investments 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.

 

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.

 

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

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Adaptive Allocation Portfolio

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2016 

 

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, 2016 for the Portfolio’s investments measured at fair value:

 

Assets *  Level 1   Level 2   Level 3   Total 
Exchange Traded Funds  $2,651,168   $   $   $2,651,168 
Mutual Funds   897,200            897,200 
Exchange Traded Note   727,030            727,030 
Short-Term Investments   2,758,262            2,758,262 
Total  $7,033,660   $   $   $7,033,660 

 

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.

 

Exchange Traded Notes – The Portfolio may invest in exchange traded notes (“ETNs”). ETNs are linked to the performance of underlying securities. The risks of owning ETNs generally reflect the risks of owning the underlying securities they are designed to track. In addition, ETNs are subject to credit risk generally to the same extent as debt securities.

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Adaptive Allocation Portfolio

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2016

 

Security Transactions and Related Income – Security transactions are accounted for on the 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 (2013 – 2015), or expected to be taken in the Portfolio’s 2016 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.

 

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.

12

 

Adaptive Allocation Portfolio

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2016

 

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, 2016, cost of purchases and proceeds from sales of portfolio securities, other than short-term investments, amounted to $5,782,722 and $4,468,419, respectively.

 

4.INVESTMENT ADVISORY AGREEMENT / TRANSACTIONS WITH RELATED PARTIES

 

Critical Math Advisors, LLC serves as the Portfolio’s investment advisor (the “Advisor”). Pursuant to an Advisory Agreement with the Trust on behalf of the Portfolio, the Advisor, 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 Advisor, the Portfolio pays the Advisor 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. During the year ended December 31, 2016, the Advisor earned Advisory fees in the amount of $70,821.

 

The Advisor has contractually agreed, at least until April 30, 2017, 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 Advisor)) 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 3.25%. During the year ended December 31, 2016 the Adviser waived fees/reimbursed expenses of $19,603. Fees waived or expenses reimbursed may be recouped by the Advisor for a period up to three fiscal years from the date the fee or expense was waived or reimbursed. However, no recoupment payment will be made if it would result in the Portfolio exceeding the contractual expense limitation described above. Cumulative expenses subject to recapture pursuant to the aforementioned conditions as of December 31, 2016 will expire on:

 

 December 31, 2018   $8,566 
 December 31, 2019    19,603 
     $28,169 

 

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

13

 

Adaptive Allocation Portfolio

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2016

 

provide compensation for ongoing shareholder servicing and distribution-related activities. Shareholders will receive advance notice of any increase. For the year ended December 31, 2016, the Portfolio incurred fees of $35,506 under the Plan. A portion of the fee payable pursuant to the Plan, equal to 0.25% of average daily net 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 Advisor may receive such service fees with respect to Portfolio accounts for which it provides shareholder servicing. For the year ended December 31, 2016 the Portfolio incurred $17,753 in service fees included in the total fees incurred under the Plan noted above.

 

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, 2016, the Distributor did not receive any underwriting commissions for sales of the Portfolio’s shares.

 

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

 

Gemini Fund Services, LLC (“GFS”)

 

GFS, an affiliate of the Distributor, provides administration, fund accounting and transfer agent services to the Trust. Pursuant to separate servicing agreements with GFS, the Portfolio pays GFS customary fees for providing administration, fund accounting and transfer agency services to the Portfolio. A Trustee and certain officers of the Trust are also officers of GFS, and are not paid any fees directly by the Portfolio for the serving in such capacities.

 

Northern Lights Compliance Services, LLC (“NLCS”)

 

NLCS, an affiliate of GFS and the Distributor, 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.

 

Blu Giant, LLC (“Blu Giant”)

 

Blu Giant, LLC (“Blu Giant”), an affiliate of GFS and the Distributor, 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, Blu Giant 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, 2016 were $3,533. The Custodian fees listed in the Statement of Operations include the fees paid to GFS pursuant to the Custody Administration Agreement. 

14

 

Adaptive Allocation Portfolio

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2016

 

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, 2016, Midland National Life Insurance Company held 89.76% 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.

 

6.DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

 

There were no distributions for the fiscal year ended December 31, 2016 or December 31, 2015.

 

As of December 31, 2015, 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) 
$   $   $(804,223)  $(1,806)  $   $72,712   $(733,317)

 

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, 2016, the Portfolio had capital loss carry forwards for federal income tax purposes available to offset future capital gains as follows:

 

Non-Expiring     
Short-Term   Total 
$804,223   $804,223 

 

Permanent book and tax differences primarily attributable to the reclass of net operating losses, resulted in reclassification for the period ended December 31, 2016 as follows:

 

Paid   Undistributed 
In   Net Investment 
Capital   Income (Loss) 
$(63,780)  $63,780 

15

 

Adaptive Allocation Portfolio

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2016

 

7.NEW ACCOUNTING PRONOUNCEMENT

 

On October 13, 2016 the Securities and Exchange Commission amended existing rules intended to modernize reporting and disclosure of information. These amendments relate to Regulation S-X which sets forth the form and content of financial statements. At this time, management is evaluating the implications of adopting these amendments and their impact on the financial statements and accompanying notes.

 

8.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. The Portfolio will liquidate on February 7, 2017. Management has concluded that there are no other events requiring adjustment or disclosure in the financial statements.

16

 

(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, a series of shares of beneficial interest in Northern Lights Variable Trust (the “Portfolio”), including the portfolio of investments, as of December 31, 2016, 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, 2016 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, 2016, and 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.

 

(-s- BBD, LLP)

BBD, LLP

 

Philadelphia, Pennsylvania
February 14, 2017

17

 

Adaptive Allocation Portfolio
EXPENSE EXAMPLES (Unaudited)
December 31, 2016
 

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, 2016 through December 31, 2016.

 

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
  7/1/16 12/31/16 7/1/16 – 12/31/16*
Actual $1,000.00 $980.90 $ 16.18
Hypothetical      
(5% return before expenses) $1,000.00 $1,008.80 $ 16.41

 

*Expenses are equal to the Portfolio’s annualized expense ratio of 3.25%, 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 (366).

18

 

Adaptive Allocation Portfolio
SUPPLEMENTAL INFORMATION (Unaudited)
December 31, 2016
 

Adaptive Allocation Fund and Adaptive Allocation Portfolio (Adviser – Critical Math Advisors, LLC)*

 

In connection with the regular meeting held on September 20-21, 2016 of the Board of Trustees (the “Trustees” or the “Board”) of the Northern Lights Fund Trust and the Northern Lights Variable Trust (the “Trusts”), 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 renewal of an investment advisory agreement (the “Advisory Agreement”) between Critical Math Advisors, LLC (“Critical Math”) and the Trusts, with respect to the Adaptive Allocation Fund and the Adaptive Allocation Portfolio (collectively the “Funds”). In considering the approval of the Advisory Agreement, the Board received materials specifically relating to the Advisory Agreement.

 

The Trustees were assisted by independent legal counsel throughout the Advisory Agreement review process. 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 Critical Math was founded in 2006 and manages approximately $33 million in assets primarily for the two Funds and individual clients. The Trustees considered the adviser’s investment process, noting that the strategies are created using proprietary technical investment models developed by the portfolio manager and based on objective rules-based risk reduction techniques applied to several equity and fixed income market indices. The Trustees considered that the adviser monitors compliance with investment limitations of Adaptive and Adaptive VIT by utilizing a pre-trade compliance checklist to prevent investment deviations prior to trade execution and performs a daily review of each Fund’s holdings, looking for any deviations to the rules established for the models. The Trustees observed that the adviser considered a number of factors when selecting brokers and evaluating best execution, including trade efficiency and cost. The Board recognized the adviser’s conservative investment style was focused on protecting capital in non-trending markets, noted with satisfaction that the adviser put additional internal compliance resources in place to support the Funds, and concluded that Critical Math would likely continue to provide quality services to Adaptive, Adaptive VIT and their shareholders.

 

Performance. The Trustees reviewed the performance of each of the Fund and Portfolio over the past 1-year, 2-year, 3-year, and 5-year periods, noting that each outperformed its peer group and Morningstar categories over the 1-year period, while trailing its benchmark, Morningstar categories, and peer group over all other time periods. The Trustees noted with satisfaction that modifications to the adviser’s models had positively impacted recent performance. The Trustees observed that each of the Fund and the Portfolio captured less upside and similar or less downside than the applicable Morningstar category, which is consistent with the adviser’s risk management objectives. After further discussion, the Trustees concluded that the performance of each Fund was not unreasonable.

 

Fees and Expenses. The Trustees noted the advisory fee charged to each of the Fund and the Portfolio is below the average advisory fee charged by peer group funds and the adviser-selected Morningstar category, and slightly higher than the average of the Fund’s Morningstar category. The Trustees noted that the Fund’s net expense ratio was higher than the average of the peer group, adviser-selected Morningstar category and the Fund’s Morningstar category, but within the range of each

19

 

Adaptive Allocation Portfolio
SUPPLEMENTAL INFORMATION (Unaudited)
December 31, 2016
 

comparative group. The Trustees considered the asset size of each of the Fund and the Portfolio, noting that expenses are often higher for smaller Funds. After discussion, the Trustees concluded that the advisory fee for each of the Fund and the Portfolio was not unreasonable.

 

Profitability. The Trustees reviewed the profitability analysis provided by the adviser for each of the Fund and the Portfolio. The Trustees noted that in each case the profits realized by the adviser were modest in both dollar amount and in percentage of the net advisory fee received by the adviser. The Trustees discussed the side benefits received by the portfolio managers, related to clients of the adviser that invest in the Funds. The Trustees also noted that both the Fund and the Portfolio have an expense limitation agreement in place. The Trustees concluded that the level of profitability from each of the Fund and Portfolio was not excessive.

 

Economies of Scale. The Trustees noted the absence of breakpoints at this time, but acknowledged that given the size of the Fund and the Portfolio, 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 each of the Fund and Portfolio increase. The Trustees concluded to monitor asset levels and discuss breakpoints in the future as economies are realized by either series.

 

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 is in the best interests of the Adaptive Allocation Fund and Adaptive Allocation Portfolio and each Fund’s shareholders.

 

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

20

 

Adaptive Allocation Portfolio
SUPPLEMENTAL INFORMATION (Unaudited)(Continued)
December 31, 2016
 

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). 2 Northern Lights Variable Trust (for series not affiliated with the Funds since 2013); Two Roads Shared Trust (since 2012); Forethought Variable Insurance Trust (since 2013); OHA Mortgage Strategies Fund (offshore), Ltd. (since 2014); Altegris KKR Commitments Master Fund and Altegris KKR Commitments Fund (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). 2 Northern Lights Variable Trust (for series not affiliated with the Funds since 2013); Schroder Global Series Trust (2012- February 2017); Two Roads Shared Trust (since 2012); Altegris KKR Commitments Master Fund; Altegris KKR Commitments Fund (since 2014) and Ramius Archview Credit and Distressed Fund (since 2015) 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). 2 Northern Lights Variable Trust (for series not affiliated with the Funds since 2006); AdvisorOne Funds (2004-2013); Alternative Strategies Fund (since 2010); Satuit Capital Management Trust (since 2007); 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, President, and Chief Investment Officer, Orizon Investment Counsel, Inc. (2000-2012). 2 Northern Lights Variable Trust (for series not affiliated with the Funds since 2006); AdvisorOne Funds (since 2003); Alternative Strategies Fund (since 2010); CLA Strategic Allocation Fund (2014-2015) 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). 2 Northern Lights Variable Trust (for series not affiliated with the Funds since 2011); Northern Lights Fund Trust III (since February 2012); Alternative Strategies Fund (since 2012) and Northern Lights Fund Trust (since 2011);
Mark H. Taylor
Born in 1964
Trustee
Since 2007;
Chairman of the
Audit
Committee since
2013
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). 2 Northern Lights Variable Trust (for series not affiliated with the Funds since 2007); Alternative Strategies Fund (since 2010); Lifetime Achievement Mutual Fund, Inc. (2007-2012); Northern Lights Fund Trust III (since 2012) and Northern Lights Fund Trust (since 2007)

 

12/31/16-NLVT-v3

21

 

Adaptive Allocation Portfolio
SUPPLEMENTAL INFORMATION (Unaudited)(Continued)
December 31, 2016
 

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, Blu Giant, LLC (2004 - 2011). 2 Northern Lights Variable Trust (for series not affiliated with the Funds since 2013) and 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, Blu Giant, (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.

 

**As of December 31, 2016, the Trust was comprised of [20] active portfolios managed by unaffiliated investment advisers. The term “Fund Complex” applies only to the Funds and to Funds managed by the Advisor that are series of Northern Lights Fund Trust. The Funds do not hold themselves out as related to any other series within the Trust for investment purposes.

 

***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.

 

12/31/16-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

 

 

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.

 

 

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 Registrant’s board of trustees has determined that Mark Gersten, Anthony J. Hertl, and Mark H. Taylor are audit committee financial experts, as defined in Item 3 of Form N-CSR. Mr. Gersten, Mr. Hertl and Mr. Taylor are independent for purposes of this Item 3.

 

Item 4. Principal Accountant Fees and Services.

 

(a)Audit Fees

2016 - $14,500

2015 - $14,000

2014 - $14,000

2013 - $14,000

2012 - $14,000

2011 - $14,000

 

(b)Audit-Related Fees

2016 – N/A

2015 – N/A

2014 – N/A

2013 – N/A

2012 – N/A

2011 - N/A

 

(c)Tax Fees

2016 - $2,000

2015 - $2,000

2014 - $2,000

2013 - $2,000

2012 - $2,000

2011 - $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

2015 - N/A

2015 - N/A

2014 - N/A

2013 - N/A

2012 - N/A

2011 - 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
  2011 2012 2013 2014 2015 2016
Audit-Related Fees: 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Tax Fees: 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
All Other Fees: 0.00% 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:

2016 - $2,000

2015 - $2,000

2014 - $2,000

2013 - $2,000

2012 - $2,000

2011 - $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, Principal Executive Officer

 

Date 2/23/17

 

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, Principal Executive Officer

 

Date 2/23/17

 

 

By (Signature and Title)

/s/ Kevin E. Wolf

Kevin E. Wolf, Principal Financial Officer

 

Date 2/23/17