N-CSR 1 probabilitiesvit_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)

 

Richard Malinowski, Gemini Fund Services, LLC.

80 Arkay Dr. 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: 12/31/17

 

Item 1. Reports to Stockholders.

 

 
 
 
 
 
 
 
 
 
 
Probabilities VIT Fund
 
 
 
Annual Report
December 31, 2017
 
 
 
1-855-227-7204
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
This report and the financial statements contained herein are submitted for the general information of shareholders and are not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale or solicitation of an offer to buy shares of Probabilities VIT Fund. Such offering is made only by prospectus, which includes details as to offering price and other material information.
 
Distributed by Northern Lights Distributors, LLC.
Member FINRA
 
 
 

 

 

(PROBABILITIES FUND LOGO)

 

Dear Fellow Shareholders:

 

We are pleased to present you with the Probabilities VIT Fund Annual Report. For the twelve months ended December 31, 2017, Probabilities VIT Fund’s (Class 1 shares) total return was +15.61% and the Class 2 shares total return was +15.39% compared with +21.83% for the S&P 500 Total Return Index1.

 

During the period, the Probabilities VIT Fund’s portfolio benefited from its positions, particularly leveraged and long exposure to U.S. stocks in February and April and cash and inverse positions in June and August. However, it underperformed the benchmark mainly due to inverse exposure and a risk-off (cash) trade in late August and its conservative exposure as stocks rallied in September and October. These periods are historically bearish and therefore a risk-averse time for the strategy.

 

In the first quarter, the Portfolio’s inverse positions during market declines in late January and late March caused it to underperform the benchmark S&P 500. It finished the quarter trailing the S&P 500.

 

In the second quarter, the Portfolio outpaced the benchmark due to a leveraged position in late April and the transition to the strategic bearish bias period, which it entered in May this year, triggered by a technical signal overlay on the manager’s “best six months” strategic rule. An allocation to cash kept it insulated from a market swoon in mid-May. An inverse position in late June helped it to inch ahead of the S&P 500 as the quarter came to a close

 

In the third quarter, the Portfolio’s underperformance relative to the benchmark was due mostly to its defensive bias as the broad market rallied in September. In early July an inverse position sheltered the fund from a brief market decline, but equity markets rallied strongly in September while the fund was positioned defensively. The Fund was up marginally for the quarter, compared to the market’s strong performance.

 

In the fourth quarter, the Portfolio tracked the market fairly closely, punctuated by a leveraged position in late November that allowed it to narrow a performance gap vis-à-vis the index, however a subsequent move to a conservative portfolio limited upside relative to the market. Throughout much of the quarter the portfolio was long or leveraged which put it in a position to participate in a rising market throughout much of December 2017.

 

In an economic environment characterized by full employment, modest GDP growth and modest inflation, the Adviser believes the market will rise as corporate profit growth continues to drive stock prices. Although stocks seem to be fairly valued we believe there is an improved possibility for earnings growth in a business-friendly Trump administration with its tax reform agenda. We believe the stock market will rise in the first quarter of 2018 and we have positioned the portfolio accordingly.

 

(IMAGE)

1

 

(PROBABILITIES FUND LOGO)

 

At over 21x2 trailing earnings (18x3 forward earnings), stocks appear to be fairly valued, however we think valuations will moderate as forward earnings estimates are revised upwards. Although stocks rose steadily in the 4th quarter, the passage of tax reform legislation opens the door to continued upside for stocks due to future earnings growth. Increased consumer spending due to rising wages, low unemployment and increased capital spending should underpin further gains in GDP growth in 2018. Meanwhile, in the low inflation rate environment with unemployment near 4% the Fed is able to normalize rates which gives it the dry powder it needs to be able to ease rates in the event of a future recession. As we progress through 2018 we believe the familiar pattern of first quarter market upside volatility will prevail as investor enthusiasm is spurred by tax reform, GDP growth prospects, low (albeit rising) inflation, and low unemployment, and we will therefore position the portfolio in a more aggressive allocation that is focused more on growth and less on capital preservation, which we believe will allow the portfolio to participate in market gains in a period of higher upside probability. Our “best six months” period is in full swing and over the next 4-5 months we will be positioned aggressively (1x to 2x market exposure) for much of the time and in cash a minority of the time.

 

At its recent policy meeting in late January the Fed left its target rate unchanged at 1.25% to 1.50%. We believe the Fed will continue on the path of rate normalization, which it can do at a measured pace as inflation remains subdued, however improvements in the labor markets and in GDP growth may result in a more vigilant Federal Open Market Committee (FOMC) becoming more aggressive with its interest rate policy. Conditions in the labor market continue to improve with the official unemployment rate standing at 4.1% 4. Volatile oil prices (WTI Crude) rose throughout the 4th quarter, spiking above 60 by year end and rising to the mid-60s in January.5 Higher fuel costs could constrain consumer spending in the months ahead, an offset to wage gains. Economic growth has accelerated, with GDP posting an annual growth rate of 3.2% in the 3rd quarter and 2.6% in 4th quarter 2017 (advance estimate)6. We believe the Fed will maintain a bias towards returning to a “normal” range of interest rates as conditions allow.

 

Thank you for being a Probabilities VIT Fund shareholder.

 

Sincerely,

 

Joseph B. Childrey

Founder & CIO

Probabilities Fund Management, LLC

 

(IMAGE)

2

 

(PROBABILITIES FUND LOGO)

 

 

Past performance is no guarantee of future results. Investment return and principal value will vary. Investors’ shares when redeemed may be worth more or less than original cost. Returns do not reflect the deduction of taxes a shareholder would pay on distributions or redemption of Portfolio shares. The Probabilities VIT Fund made no distributions during the period under review. The Fund’s prospectus contains more complete information, including fees, expenses and risks involved in investing in newly public companies and should be read carefully before investing. The S&P 500 is a widely recognized index of common prices. An investment cannot be made directly in an index.

 

Footnotes:

 

1The S&P 500 is an unmanaged composite of 500 large capitalization companies. This index is widely used by professional investors as a performance benchmark for large-cap stocks.

 

2,3 Birinyi Associates, effective 2/2/2018, http://www.wsj.com/mdc/public/page/2_3021-peyield.html

 

4Bureau of Labor Statistics, 2/9/2018, https://www.bls.gov/news.release/empsit.nr0.htm

 

5Bloomberg Markets Data, 2/9/2018, https://www.bloomberg.com/energy

 

6Bureau of Economic Analysis, US Economy At A Glance, https://www.bea.gov/newsreleases/glance.htm

 

6127-NLD-2/13/2018

 

(IMAGE)

3

 

Probabilities VIT Fund
PORTFOLIO REVIEW (Unaudited)
December 31, 2017

 

Comparison of the change in value of a $10,000 investment

 

(LINE GRAPH)

 

The Fund’s performance figures for the period ended December 31, 2017 compared to its benchmark

 

      Since
Average Annualized Returns One Year Three Year^ Inception*^
Probabilities VIT Fund – Class 1 15.61% 3.80% 4.43%
Probabilities VIT Fund – Class 2 15.39% 3.59% 4.25%
S&P 500 Total Return Index** 21.83% 11.41% 14.08%

 

 
*The Fund commenced operations on April 29, 2013.

 

**The S&P 500 Total Return Index is an unmanaged market capitalization-weighted index which is comprised of 500 of the largest U.S. domiciled companies and includes the reinvestment of all dividends. Investors cannot invest directly in an index or benchmark.

 

^Annualized.

 

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 Fund distributions or on the redemptions of Fund shares as well as other charges and expenses of the insurance contract, or separate account. The Fund’s total operating expenses, gross of waiver and reimbursement, are 2.72% and 2.86% for Class 1 and Class 2, respectively, per the Fund’s May 1, 2017 prospectus. The total returns would have been lower had the Adviser not waived its fees and reimbursed a portion of the Fund’s expenses. For performance information current to the most recent month-end, please call 1-855-227-7204.

 

 

 

Portfolio Composition as of December 31, 2017
 
Holdings by Type of Investment  Percent of Net Assets 
Exchange Traded Funds   46.09%
Other Assets in Excess of Liabilities   53.91%
Net Assets   100.00%

 

Please refer to the Portfolio of Investments for a more detailed analysis of the Fund’s holdings.

4

 

Probabilities VIT Fund
PORTFOLIO OF INVESTMENTS
December 31, 2017

 

Shares      Fair Value 
           
     EXCHANGE TRADED FUNDS - 46.09 %     
     EQUITY FUNDS - 46.09 %     
 77,430   Direxion Daily S&P 500 Bull 3X  $3,432,472 
 6,900   ProShares Ultra Dow30   911,904 
 3,860   Proshares UltraPro Dow30   363,959 
 8,060   ProShares UltraPro S&P 500 *   1,129,609 
 5,710   SPDR S&P 500 ETF Trust   1,523,771 
 4,140   Vanguard S&P 500 ETF   1,015,501 
 7,400   Vanguard Total Stock Market ETF   1,015,650 
     TOTAL EXCHANGE TRADED FUNDS (Cost - $9,421,881)   9,392,866 
           
     TOTAL INVESTMENTS - 46.09 % (Cost - $9,421,881)  $9,392,866 
     OTHER ASSETS IN EXCESS OF LIABILITIES - 53.91 %   10,986,924 
     NET ASSETS - 100.00 %  $20,379,790 

 

*Non-income producing security.

 

ETF - Exchange Traded Fund.

 

See accompanying notes to financial statements which are an integral part of these financial statements.

5

 

Probabilities VIT Fund
STATEMENT OF ASSETS AND LIABILITIES
December 31, 2017

 

ASSETS     
Investments in Securities at Fair Value (identified cost, $9,421,881)  $9,392,866 
Cash   1,541,262 
Receivable for securities sold   18,865,725 
Due from Advisor   1,466 
Receivable for dividends   11,867 
Receivable for fund shares sold   45,795 
TOTAL ASSETS   29,858,981 
      
LIABILITIES     
Payable for securities purchased   9,421,881 
Payable for fund shares redeemed   95 
Payable to related parties   22,762 
Distribution (12b-1) fees payable   6,554 
Accrued expenses and other liabilities   27,899 
TOTAL LIABILITIES   9,479,191 
NET ASSETS  $20,379,790 
      
Net Assets Consist Of:     
Paid in capital  $18,112,619 
Accumulated net investment loss    
Accumulated net realized gain from investment transactions   2,296,186 
Net unrealized depreciation on investments   (29,015)
NET ASSETS  $20,379,790 
      
Class 1 Shares:     
Net Assets  $16,767,386 
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)   1,550,695 
Net asset value, offering and redemption price per share (Net assets/Shares of Beneficial Interest)  $10.81 
      
Class 2 Shares:     
Net Assets  $3,612,404 
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)   336,641 
Net asset value, offering and redemption price per share (Net assets/Shares of Beneficial Interest)  $10.73 

 

See accompanying notes to financial statements which are an integral part of these financial statements.

6

 

Probabilities VIT Fund
STATEMENT OF OPERATIONS
For the Year Ended December 31, 2017

 

INVESTMENT INCOME     
Dividends  $238,772 
TOTAL INVESTMENT INCOME   238,772 
      
EXPENSES     
Investment advisory fees   279,993 
Distribution (12b-1) fees- Class 1   60,163 
Distribution (12b-1) fees- Class 2   17,754 
Administrative services fees   49,200 
Transfer agent fees   46,050 
Accounting services fees   36,275 
Legal fees   26,498 
Audit fees   20,958 
Compliance officer fees   20,037 
Trustees’ fees and expenses   9,197 
Printing and postage expenses   8,500 
Custodian fees   5,501 
Miscellaneous expenses   2,000 
Insurance expense   613 
TOTAL EXPENSES   582,739 
Fees waived by the Advisor   (112,801)
NET EXPENSES   469,938 
      
NET INVESTMENT LOSS   (231,166)
      
REALIZED AND UNREALIZED GAIN ON INVESTMENTS     
Net realized gain from investment transactions   3,121,388 
Net change in unrealized appreciation on investments   99,126 
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS   3,220,514 
      
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  $2,989,348 

 

See accompanying notes to financial statements which are an integral part of these financial statements.

7

 

Probabilities VIT Fund
STATEMENTS OF CHANGES IN NET ASSETS

 

   For the   For the 
   Year Ended   Year Ended 
   December 31, 2017   December 31, 2016 
         
FROM OPERATIONS          
Net investment loss  $(231,166)  $(551,131)
Net realized gain from investment transactions   3,121,388    504,315 
Net change in unrealized appreciation on investments   99,126    331,942 
Net increase in net assets resulting from operations   2,989,348    285,126 
           
FROM SHARES OF BENEFICIAL INTEREST          
Class I:          
Proceeds from shares sold   3,199,351    4,430,499 
Payments for shares redeemed   (4,888,792)   (14,527,792)
Net decrease in net assets from shares of beneficial interest   (1,689,441)   (10,097,293)
Class 2:          
Proceeds from shares sold   25,412    321,880 
Payments for shares redeemed   (672,266)   (5,360,943)
Net decrease in net assets from shares of beneficial interest   (646,854)   (5,039,063)
           
Total Net Decrease in Net Assets From Beneficial Interest Transactions   (2,336,295)   (15,136,356)
           
TOTAL INCREASE (DECREASE) IN NET ASSETS   653,053    (14,851,230)
           
NET ASSETS          
Beginning of year   19,726,737    34,577,967 
End of year +  $20,379,790   $19,726,737 
+ Includes accumulated net investment loss of:  $   $ 
           
SHARE ACTIVITY          
Class 1          
Shares sold   317,567    478,057 
Shares redeemed   (475,714)   (1,592,034)
Net decrease in shares of beneficial interest outstanding   (158,147)   (1,113,977)
           
Class 2          
Shares sold   2,538    34,937 
Shares redeemed   (68,819)   (596,608)
Net decrease in shares of beneficial interest outstanding   (66,281)   (561,671)

 

See accompanying notes to financial statements which are an integral part of these financial statements.

8

 

Probabilities VIT Fund - Class 1
FINANCIAL HIGHLIGHTS

 

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

 

   For the   For the   For the   For the   For the 
   Year Ended   Year Ended   Year Ended   Year Ended   Period Ended 
   December 31, 2017   December 31, 2016   December 31, 2015   December 31, 2014   December 31, 2013 (1) 
                     
Net asset value, beginning of period  $9.35   $9.14   $10.95   $10.44   $10.00 
Activity from investment operations:                         
Net investment loss (2)   (0.11)   (0.18)   (0.20)   (0.20)   (0.14)
Net realized and unrealized gain (loss) on investments (8)   1.57    0.39    (0.36)   0.71    0.58 
Total from investment operations   1.46    0.21    (0.56)   0.51    0.44 
Less distributions from:                         
Net realized gains           (1.25)        
Total distributions           (1.25)        
Net asset value, end of period  $10.81   $9.35   $9.14   $10.95   $10.44 
Total return (3,4)   15.61%   2.30%   (5.44)%   4.89%   4.40%
Net assets, end of period (000s)  $16,767   $15,982   $25,802   $33,421   $37,592 
Ratio of gross expenses to average net assets (5,6)   2.78%   2.45%   2.22%   2.12%   2.21%
Ratio of net expenses to average net assets (5,6)   2.24%   2.24%   2.22%   2.12%   2.21%
Ratio of net investment loss to average net assets (5,6,7)   (1.10)%   (2.04)%   (1.98)%   (1.97)%   (2.01)%
Portfolio Turnover Rate (4)   2376%   1754%   1557%   2052%   700%

 

 
(1)Class 1 commenced operations on April 29, 2013.

 

(2)Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.

 

(3)Total returns are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distributions, if any. Total returns for periods less than one year are not annualized. Had the Adviser not absorbed a portion of the Fund’s expenses, total returns would have been lower.

 

(4)Not annualized for periods less than one year.

 

(5)Annualized for periods of less than one year.

 

(6)Does not include the expenses of other exchange traded funds in which the Fund invests.

 

(7)Recognition of net investment loss by the Fund is affected by the timing of declaration of dividends by the underlying exchange traded funds in which the Fund invests.

 

(8)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.

 

See accompanying notes to financial statements which are an integral part of these financial statements.

9

 

Probabilities VIT Fund - Class 2
FINANCIAL HIGHLIGHTS

 

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

 

   For the   For the   For the   For the   For the 
   Year Ended   Year Ended   Year Ended   Year Ended   Period Ended 
   December 31, 2017   December 31, 2016   December 31, 2015   December 31, 2014   December 31, 2013 (1) 
                     
Net asset value, beginning of period  $9.29   $9.10   $10.93   $10.43   $10.00 
Activity from investment operations:                         
Net investment loss (2)   (0.12)   (0.20)   (0.22)   (0.22)   (0.14)
Net realized and unrealized gain (loss) on investments (8)   1.56    0.39    (0.36)   0.72    0.57 
Total from investment operations   1.44    0.19    (0.58)   0.50    0.43 
Less distributions from:                         
Net realized gains           (1.25)        
Total distributions           (1.25)        
Net asset value, end of period  $10.73   $9.29   $9.10   $10.93   $10.43 
Total return (3,4)   15.50% (9)   2.09%   (5.64)%   4.79%   4.30%
Net assets, end of period (000s)  $3,612   $3,745   $8,776   $11,827   $13,227 
Ratio of expenses to average net asset, before waivers (5,6)   2.93%   2.59%   2.47%   2.27%   2.36%
Ratio of expenses to average net assets, after waiver (5,6)   2.39%   2.39%   2.39%   2.27%   2.36%
Ratio of net investment loss to average net assets (5,6,7)   (1.21)%   (2.22)%   (2.16)%   (2.12)%   (2.16)%
Portfolio Turnover Rate (4)   2376%   1754%   1557%   2052%   700%

 

 
(1)Class 2 commenced operations on April 29, 2013.

 

(2)Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.

 

(3)Total returns are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distributions, if any. Total returns for periods less than one year are not annualized. Had the Adviser not absorbed a portion of the Fund’s expenses, total returns would have been lower.

 

(4)Not annualized for periods less than one year.

 

(5)Annualized for periods of less than one year.

 

(6)Does not include the expenses of other exchange traded funds in which the Fund invests.

 

(7)Recognition of net investment loss by the Fund is affected by the timing of declaration of dividends by the underlying exchange traded funds in which the Fund invests.

 

(8)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.

 

(9)Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net assets value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

 

See accompanying notes to financial statements which are an integral part of these financial statements.

10

 

Probabilities VIT Fund
NOTES TO FINANCIAL STATEMENTS
December 31, 2017

 

1.ORGANIZATION

 

The Probabilities VIT Fund (the “Fund”) is a diversified series of shares of beneficial interest of Northern Lights Variable Trust (the “Trust”), a 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 Fund’s investment objective is to seek capital appreciation. The Fund commenced operations on April 29, 2013.

 

The Fund currently offers two classes of shares: Class 1 shares and Class 2 shares. Classes 1 and 2 shares are offered at net asset value. Each class of shares of the Fund has identical rights and privileges except with respect to arrangements pertaining to shareholder servicing or distribution, class-related expenses, voting rights on matters affecting a single class of shares, and the exchange privilege of each class of shares. The Fund’s share classes differ in the fees and expenses charged to shareholders. The Fund’s income, expenses (other than class specific distribution fees) and realized and unrealized gains and losses are allocated proportionately each day based upon the relative net assets of each class.

 

2.SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies followed by the Fund in preparation of the financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements 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 income and expenses for the period. Actual results could differ from those estimates. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 “Financial Services – Investment Companies” including FASB Accounting Standard Update ASU 2013-08.

 

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 prices and ask prices on the primary exchange 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. Investments in open-end investment companies are valued at net asset value.

 

In unusual circumstances, instead of valuing securities in the usual manner, securities may 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 “Procedures”). The Trust’s Board of Trustees (the “Board”) will review the fair value method in use for securities requiring a fair market value determination at least quarterly. The 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.

11

 

Probabilities VIT Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2017

 

Exchange Traded Funds – The Fund 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 typically represents a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. 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.

 

Valuation of Fund of Funds – The Fund may invest in funds of open-end or closed-end investment companies (the “Underlying Funds”). 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 using the methods established by the board of directors of the Underlying Funds.

 

Open-end investment companies are valued at their respective net asset values as reported by such investment companies. 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 Fund will not change.

 

The Fund may hold securities, such as private placements, interests in commodity pools, other non-traded securities or temporarily illiquid securities, for which market quotations are not readily available or are determined to be unreliable. These securities will be valued 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 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 value 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 Fund’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 Fund’s holdings; (iv) the discount from market value of

12

 

Probabilities VIT Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2017

 

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 Fund utilizes various methods to measure the fair value 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 Fund 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 available, representing the Fund’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 tables summarize the inputs used as of December 31, 2017 for the Fund’s assets and liabilities measured at fair value:

 

Assets  Level 1   Level 2   Level 3   Total 
Exchange Traded Funds   $9,392,866   $   $   $9,392,866 
Total   $9,392,866   $   $   $9,392,866 

 

There were no transfers between levels during the current period presented.

 

It is the Fund’s policy to record transfers into and out of any Level at the end of the reporting period.

 

The Fund did not hold any Level 2 or Level 3 securities during the period.

13

 

Probabilities VIT Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2017

 

Security Transactions and Related Income – Security transactions are accounted for the trade date. Interest income is recognized on an accrual basis. 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.

 

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

 

General Market Risk – The risk that the value of the Fund’s shares will fluctuate based on the performance of the Fund’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 Fund. The Fund is exposed to market risk on financial instruments that are valued at market prices as disclosed in the Portfolio of Investments. Stock markets can be volatile. In other words, the prices of stocks can fall rapidly in response to developments affecting a specific company or industry, or to changing economic, political or market conditions. The Fund’s investments may decline in value if the stock markets perform poorly. There is also a risk that the Fund’s investments will underperform either the securities markets generally or particular segments of the securities markets.

 

ETF Risk – ETFs are subject to investment advisory fees and other expenses, which will be indirectly paid by the Fund. As a result, your cost of investing in the Fund will be higher than the cost of investing directly in the ETFs and may be higher than other mutual funds that invest directly in stocks and bonds. ETFs are listed on national stock exchanges and are traded like stocks listed on an exchange. ETF shares may trade at a discount or a premium in market price if there is a limited market in such shares. ETFs are also subject to brokerage and other trading costs, which could result in greater expenses to the Fund. Finally, because the value of ETF shares depends on the demand in the market, the Advisor may not be able to liquidate the Fund’s holdings at the most optimal time, adversely affecting performance. You will indirectly bear fees and expenses charged by the ETFs in addition to the Fund’s direct fees and expenses. Additional risks of investing in ETFs are described in the Fund’s prospectus.

 

Please refer to the Fund’s prospectus and statement of additional information for a full listing of risks associated with the Fund’s investment strategies.

 

Dividends and Distributions to Shareholders – Dividends from net investment income, if any, are declared and paid at least annually. Distributable net realized capital gains, if any, are declared and distributed annually. Dividends and distributions to shareholders are recorded on the ex-dividend date.

 

Dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are considered either temporary (e.g., 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. Any such reclassifications will have no effect on net assets, results of operations, or net asset values per share of the Fund.

 

Federal Income Tax – The Fund intends to continue to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income to shareholders. Therefore, no provision for Federal income tax is required.

14

 

Probabilities VIT Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2017

 

The Fund 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 Fund’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 ended December 31, 2014 to December 31, 2016, or expected to be taken in the Fund’s December 31, 2017 year-end tax return. The Fund identified its major tax jurisdictions as U.S. Federal, Nebraska and foreign jurisdictions where the Fund makes significant investments; however, the Fund 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.

 

Expenses – Expenses of the Trust that are directly identifiable to the Fund are charged to the Fund. Expenses, which are not readily identifiable to a specific fund are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative sizes of the funds 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 Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnities. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund 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, 2017, cost of purchases and proceeds from sales of portfolio securities, other than short-term investments and U.S. Government securities, amounted to $229,469,744 and $241,649,589, respectively.

 

4.INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES

 

Probabilities Fund Management, LLC (the “Advisor”) serves as the Fund’s investment advisor pursuant to an investment advisory agreement with the Trust on behalf of the Fund, the Advisor, under the oversight of the Board, directs the daily operations of the Fund 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 Fund pays the Advisor an investment advisory fee, computed and accrued daily and paid monthly, at an annual rate of 1.35% of the Fund’s average daily net assets. For the year ended December 31, 2017, the Advisor earned advisory fees of $279,993.

 

The Advisor has contractually agreed to reduce its fees and/or absorb expenses of the Fund, until at least April 30, 2018, to ensure that Total Annual Fund Operating Expenses after fee waiver and/or reimbursement (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 Fund officers and Trustees, contractual indemnification of Fund services providers (other than the Advisor)) will not exceed 2.24% and 2.39% for Class 1 and Class 2 shares, respectively; subject to possible recoupment from the Fund in future years on a rolling three year basis (within the three fiscal years after the fees have been waived or reimbursed) if such recoupment can be achieved within the foregoing expense limits. During the year ended December 31, 2017, the Advisor waived $112,801 in advisory fees. Fees previously waived by the Advisor are subject to recapture.

15

 

Probabilities VIT Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2017

 

As of December 31, 2017, the Advisor has $176,346 of waived fees within 3 years of reimbursement that may be recovered by the following dates:

 

December 31, 2018   December 31, 2019   December 31, 2020   Total 
$7,735   $55,810   $112,801   $176,346 

 

Any previously waived fees for years ending prior to 2015 have now expired from potential recoupment.

 

Distributor – The Trust, with respect to the Fund, has adopted the Trust’s Master Distribution and Shareholder Servicing Plans (“12b-1 Plans” or “Plan”) for each of Class 1 and Class 2 shares, pursuant to which the Fund may pay the Fund’s distributor an annual fee for distribution and shareholder servicing expense of 0.35% and 0.50% of the Fund’s average daily net assets attributable to Class 1 and Class 2 shares, respectively, which 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 Fund’s shareholder accounts not otherwise required to be provided by the Advisor. For the year ended December 31, 2017, pursuant to the Plans, the Fund incurred $60,163 and $17,754 for Class 1 and Class 2 shares, respectively.

 

The Distributor acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s Class 1 and Class 2 shares.

 

In addition, certain affiliates of the Distributor provide services to the Fund 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 Fund pays GFS customary fees for providing administration, fund accounting, and transfer agency services to the Fund. Certain officers of the trust are also officers of GFS, and are not paid any fees directly by the Fund for 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 Fund.

 

Blu Giant, LLC (“Blu Giant”) – Blu Giant, an affiliate of GFS and the Distributor, provides EDGAR conversion and filing services as well as print management services for the Fund on an ad-hoc basis. For the provision of these services, Blu Giant receives customary fees from the Fund.

 

5.CONTROL OWNERSHIP

 

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a Fund creates presumption of control of the fund, under Section 2(a)(9) of the 1940 Act. As of December 31, 2017, Jefferson National Life Insurance Co., held approximately 82% of the voting securities of the Fund.

16

 

Probabilities VIT Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2017

 

6.AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION – TAX BASIS

 

The identified cost of investments in securities owned by the Fund for federal income tax purposes excluding futures and swaps, and its respective gross unrealized appreciation and depreciation at December 31, 2017, was as follows:

 

       Gross   Gross   Net 
       Unrealized   Unrealized   Unrealized 
   Tax Cost   Appreciation   Depreciation   Depreciation 
Probabilities VIT  $9,451,469   $   $(58,603)  $(58,603)

 

7.DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

 

There were no distributions paid for the years ended December 31, 2017 or December 31, 2016.

 

As of December 31, 2017, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed   Undistributed   Post October Loss   Capital Loss   Other   Unrealized   Total 
Ordinary   Long-Term   and   Carry   Book/Tax   Appreciation/   Accumulated 
Income   Gains   Late Year Loss   Forwards   Differences   (Depreciation)   Earnings/(Deficits) 
$2,325,774   $   $   $   $   $(58,603)  $2,267,171 

 

The difference between book basis and tax basis accumulated net realized gain and unrealized depreciation from investments is primarily attributable to the tax deferral of losses on wash sales.

 

At December 31, 2017, the Portfolio utilized capital loss carry forwards to offset capital gains as follows:

 

Capital Loss             
Carry             
Forward   Non-Expiring   Non-Expiring     
Utilized   Short-Term   Long-Term   Total 
$566,049   $   $   $ 

17

 

Probabilities VIT Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2017

 

Permanent book and tax differences, primarily attributable to the tax treatment of net operating losses and short-term capital gains, resulted in reclassification for the year ended December 31, 2017 as follows:

 

Paid   Undistributed   Accumulated 
In   Net Investment   Net Realized 
Capital   Income (Loss)   Gains (Loss) 
$   $231,166   $(231,166)

 

8.SUBSEQUENT EVENTS

 

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

18

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of Northern Lights Variable Trust

and the Shareholders of Probabilities VIT Fund

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of Probabilities VIT Fund (the Fund) a series of the Northern Lights Variable Trust, as of December 31, 2017, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, including the related notes, and the financial highlights for each of the four years in the period then ended (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, 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 the financial highlights for each of the four years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial highlights of the Fund for the period from April 29, 2013 (commencement of operations) through December 31, 2013 were audited by other auditors whose report dated February 14, 2014 expressed an unqualified opinion on the financial statements.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of investments owned as of December 31, 2017, by correspondence with the custodians and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ RSM US LLP

 

We have served as the auditor of the Fund since 2014.

 

Denver, Colorado

February 26, 2018

19

 

Probabilities VIT Fund
EXPENSE EXAMPLES (Unaudited)
December 31, 2017

 

As a shareholder of the Fund you incur ongoing costs, including management fees; distribution and/or service (12b-1) fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund 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 beginning July 1, 2017 through December 31, 2017.

 

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 Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’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 contingent deferred sales charges (loads), or redemption fees. 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 Annualized Expenses Paid
  Account Value Account Value Expense During Period*
  7/1/17 12/31/17 Ratio 7/1/17 – 12/31/17
 Actual        
 Class 1 $1,000.00 $ 1,065.00 2.24% $ 11.66
 Class 2 $1,000.00 $ 1,063.50 2.39% $ 12.43
 Hypothetical        
(5% return before expenses)        
 Class 1 $1,000.00 $ 1,013.91 2.24% $ 11.37
 Class 2 $1,000.00 $ 1,013.16 2.39% $ 12.13

 

*Expenses are equal to the average account value over the period beginning July 1, 2017, multiplied by the Fund’s annualized expense ratio, multiplied by the number of days in the period ended December 31, 2017 (184) divided by the number of days in the fiscal year (365).

20

 

Probabilities VIT Fund
SUPPLEMENTAL INFORMATION (Unaudited)
December 31, 2017

 

Probabilities VIT Fund (Adviser – Probabilities Fund Management, LLC)*

 

In connection with the regular meeting held on December 12-13, 2017 of the Board of Trustees (the “Trustees” or the “Board”) of the Northern Lights Variable Trust (the “Trust”), including a majority of the Trustees who are not “interested persons,” as that term is defined in the Investment Company Act of 1940, as amended, discussed the re-approval of an investment advisory agreement (the “Advisory Agreement”) between Probabilities Fund Management, LLC (“Adviser”) and the Trust, with respect to the Probabilities VIT Fund (referred to as the “Probabilities VIT” or the “Fund”). In considering the re-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 Service. The Trustees noted the adviser managed approximately $194 million in assets providing liquid alternative, tactically managed, long/short equity strategies for separately managed accounts and the Fund. They reviewed the background information of key personnel responsible for the management of the Fund, and noted their experience with the adviser’s systematic rules-based proprietary strategy. They considered the adviser’s dedication to research of seasonal patterns, institutional pressure, historical data and political events to determine directional signals and asset allocation among various investment instruments. The Trustees noted the adviser attempted to manage portfolio risk by using a tactical risk management overlay to reduce volatility. They discussed the adviser’s compliance policies and procedures noting the adviser reviewed portfolio compliance daily. The Trustees further noted the adviser had developed a relationship with a broker it believed meets its criteria of quality execution and services, and evaluated the broker’s service on an annual basis. The Board noted the depth of experience of the adviser’s investment team and the more than adequate resources dedicated to the support of the Fund’s active management. The Trustees concluded that the adviser should continue to provide high quality service to the Funds and their respective shareholders.

 

Performance. The Trustees noted that over the last 12 months Probabilities VIT had performed well, ranking in the top quartile in each of their respective peer group and Morningstar category. They considered that over the 3-year period, the Fund performed in line with the peer group and Morningstar category, but it lagged its Morningstar category median performance since inception. They considered the Fund’s rankings with respect to risk metrics noting that a representative of the adviser stated that the Fund was performing as expected given the exposure to leverage and its ability to go long, in cash, or take inverse positions. The Trustees agreed that the adviser seemed to be dedicated to implementing the strategy and expected better risk adjusted returns over the longer term based on its past experiences and back-testing of the strategy. The Trustees concluded the adviser had delivered reasonable returns to the Fund.

 

Fees and Expenses. The Trustees noted that Probabilities VIT paid the adviser an advisory fee of 1.35%, which was higher than the average and median for its respective peer group and Morningstar category, but well within the range of fees charged by its peer funds. They considered that the Fund was tactical in nature and actively managed based on specialized information derived from the adviser, which may warrant its relatively higher advisory fee. The Trustees concluded that the advisory fee was not unreasonable.

21

 

Probabilities VIT Fund
SUPPLEMENTAL INFORMATION (Unaudited)(Continued)
December 31, 2017

 

Economies of Scale. The Trustees considered whether economies of scale had been realized in connection with the advisory services provided to the Fund. They noted that based on the Fund’s current asset size and profit level, the absence of breakpoints was acceptable at this time. The Trustees discussed the adviser’s position on breakpoints, noting it intended to institute breakpoints when a Fund realizes significant asset growth. The Trustees also considered the adviser’s estimates for the Fund’s asset growth over the next 12 months. The Trustees concluded the absence of breakpoints was acceptable at this time.

 

Profitability. The Trustees reviewed the profitability analysis provided by the adviser. They noted the adviser realized a loss in connection with its relationship with Probabilities VIT. The Trustees concluded that the adviser’s profitability was not unreasonable and that excessive profitability was not a concern at this time.

 

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 agreement, and as assisted by the advice of counsel, the Trustees concluded that the fee structure was not unreasonable and that renewal of the advisory agreements was in the best interests of the Fund and the shareholders of Probabilities VIT.

 

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

22

 

Probabilities VIT Fund
SUPPLEMENTAL INFORMATION (Unaudited)
December 31, 2017

 

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 Fund Trust (for series not affiliated with the Funds since 2013); Two Roads Shared Trust (since 2012); Forethought Variable Insurance Trust (since 2013); Northern Lights Variable Trust (since 2013); OHA Mortgage Strategies Fund (offshore), Ltd. (since 2014); Altegris KKR Commitments Master Fund (since 2014)
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 Fund Trust (for series not affiliated with the Funds since 2013); Northern Lights Variable Trust (since 2013); Two Roads Shared Trust (since 2012); Altegris KKR Commitments Master Fund (since 2014); previously, Ramius Archview Credit and Distressed Fund (2015-2017); Schroder Global Series Trust (2012 to 02-2017)
Anthony J. Hertl
Born in 1950
Trustee Since 2005; Chairman of the Board since 2013 Retired, previously held several positions at a major investment bank including CFO-Specialty Finance Group, Director of Global Taxation and Capital Markets Controller. Prior thereto he spent 10 years at a global public accounting firm in the emergency companies and multi-national audit practices. Consultant to small and emerging businesses (since 2000). 2 Northern Lights Fund Trust (for series not affiliated with the Funds since 2005); Alternative Strategies Fund (since 2010); Satuit Capital Management Trust (since 2007); Northern Lights Variable Trust (since 2006); previously, AdvisorOne Funds (2004-2013); The World Funds Trust (2010-2013)
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 Fund Trust (for series not affiliated with the Funds since 2005); AdvisorOne Funds (since 2003); Alternative Strategies Fund (since 2010); Northern Lights Variable Trust (since 2006); previously, CLA Strategic Allocation Fund (2014-2015)
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 Fund Trust (for series not affiliated with the Funds since 2011); Northern Lights Variable Trust (since 2011); Northern Lights Fund Trust III (since 2012); Alternative Strategies Fund (since 2012)
Mark H. Taylor
Born in 1964
Trustee Since 2007; Chairman of the Audit Committee since 2013 Chair, Department of Accountancy and Andrew D. Braden Professor of Accounting and Auditing, Weatherhead School of Management, Case Western Reserve University (since 2009); Vice President-Finance, American Accounting Association (2017-2020); President, Auditing Section of the American Accounting Association (2012-15). AICPA Auditing Standards Board Member (2009-2012). Former Academic Fellow, United States Securities and Exchange Commission (2005-2006). 2 Northern Lights Fund Trust (for series not affiliated with the Fund since 2007); Northern Lights Variable Trust (since 2007); Northern Lights Fund Trust III (since 2012); Alternative Strategies Fund (since 2010)

 

12/31/17-NLVT-v4

23

 

Probabilities VIT Fund
SUPPLEMENTAL INFORMATION (Unaudited)(Continued)
December 31, 2017

 

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***
Born in 1969
Trustee Since 2013*** Chief Executive Officer, FusionIQ (since 2017); President of the Trust (2006-June 2017); Chief Executive Officer, Gemini Alternative Funds, LLC (2013 – April 2017); Chief Executive Officer, Gemini Hedge Fund Services, LLC (2013 – April 2017); Chief Executive Officer, Gemini Fund Services, LLC (2012 – April 2017); President and Manager, Gemini Fund Services, LLC (2006 – 2012). 2 Northern Lights Fund Trust (for series not affiliated with the Funds since 2013); Northern Lights Variable Trust (since 2013)
Kevin E. Wolf
80 Arkay Drive
Hauppauge, NY 11788
Born in 1969
President Since June 2017 President, Gemini Fund Services, LLC (since 2012); Treasurer of the Trust (2006-June 2017); Director of Fund Administration, Gemini Fund Services, LLC (2006 - 2012); and Vice-President, Blu Giant, (2004 - 2013). N/A N/A
James Colantino
80 Arkay Drive
Hauppauge, NY
11788
Born in 1969
Treasurer Since June 2017 Assistant Treasurer of the Trust (2006-June 2017); Senior Vice President - Fund Administration (2012-Present). N/A N/A
Stephanie Shearer
80 Arkay Drive
Hauppauge, NY 11788
Born in 1979
Secretary Since February 2017 Assistant Secretary of the Trust (2012-February 2017);Senior Paralegal, Gemini Fund Services, LLC (since 2013); Paralegal, Gemini Fund Services, LLC (2010-2013). N/A N/A
Lynn Bowley
Born in 1958
Chief Compliance Officer Since 2017 Senior Compliance Officer of Northern Lights Compliance Services, LLC (since 2007). 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, 2017, the Trust was comprised of 15 active portfolios managed by unaffiliated investment advisers. The term “Fund Complex” applies only to the Funds. The Funds do not hold themselves out as related to any other series within the Trust for investment purposes, nor do they share the same investment adviser with any other series.

 

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

 

The Fund’s Statement of Additional Information includes additional information about the Trustees and is available free of charge, upon request, by calling toll-free at 1-855-227-7204.

 

12/31/17-NLVT-v4

24

 

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

25

 

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.

26

 

PROXY VOTING POLICY

 

Information regarding how the Fund voted proxies relating to portfolio securities for the most recent twelve month period ended December 31 as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies is available without charge, upon request, by calling 1-855-227-7204 or by referring to the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

 

PORTFOLIO HOLDINGS

 

The Fund 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 1-855-227-7204.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INVESTMENT ADVISOR
Probabilities Fund Management, LLC
1665 Union Street, Suite A
San Diego, CA 92101
 
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

2017 - $15,000

2016 - $14,500

 

(b)Audit-Related Fees

2017 - None

2016 - None

 

(c)Tax Fees

2017 - $3,000

2016 - $2,750

 

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

2017 - None

2016 - None

 

(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
  2017 2016
Audit-Related Fees: 0.00% 0.00%
Tax Fees: 0.00% 0.00%
All Other Fees: 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:

 

2017 - $2,500

2016 - $2,500

 

(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/ Kevin E. Wolf

Kevin E. Wolf, President

 

Date 3/8/18

 

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/ Kevin E. Wolf

Kevin E. Wolf, President

 

Date 3/8/18

 

 

By (Signature and Title)

/s/ Jim Colantino

Jim Colantino, Treasurer

 

Date 3/8/18