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)

 

225 Pictoria Drive, Suite 450, Cincinnati, OH 45246
(Address of principal executive offices) (Zip code)

 

The Corporation Trust Company
1209 Orange Street, Wilmington, DE 19801
(Name and address of agent for service)

 

Registrant’s telephone number, including area code:  631-470-2600

 

Date of fiscal year end: 12/31
   
Date of reporting period:  6/30/2026

 

 

Item 1. Reports to Stockholders. [Insert annual or semi-annual report.]

 

(a)    

 

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TOPS Managed Risk Flex ETF Portfolio 

Portfolio

Semi-Annual Shareholder Report - June 30, 2026

Image

Fund Overview

This semi-annual shareholder report contains important information about TOPS Managed Risk Flex ETF Portfolio for the period of January 1, 2026 to June 30, 2026. You can find additional information about the Fund at https://topsfunds.com/tops-portfolios/vit/. You can also request this information by contacting us at 1-855-572-5945. 

What were the Fund’s costs for the last six months?

(based on a hypothetical $10,000 investment)

Table Summary
Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Fund
$45
0.88%Footnote Reference*
FootnoteDescription
Footnote*
Annualized

How did the Fund perform during the reporting period? 

The S&P 500 and the Bloomberg U.S. Aggregate Bond Index both fell during the 1st quarter of 2026 ( 4.3% and  0.1%, respectively), yet all the TOPS portfolios delivered positive returns for investors. As the S&P 500 rebounded +15.2% in the 2nd quarter, the TOPS portfolios had a very strong quarter as well, leading to particularly strong performance for the equity-centric TOPS models versus the S&P 500’s return of +10.2% YTD.

Year-to-date, small cap (S&P Small Cap 600 Total Return Index) leads at +23.9%, followed by mid cap (S&P MidCap 400 Total Return Index) at +17.3%. Large cap growth (S&P 500 Growth Total Return Index) has gained +12.0%, while large cap value (S&P 500 Value Total Return Index) is up +8.0%. Internationally, emerging markets ex-China (MSCI Emerging Markets ex China Net Return USD Index) leads at +38.8%. Emerging markets ex-state-owned enterprises (WisdomTree Emerging Markets ex State Owned Enterprises Index) have returned +22.4%, while developed international (FTSE Developed ex US All Cap Net Tax [US RIC] Index) is up +14.3%. Broad-based emerging markets (FTSE Emerging Markets All Cap China A Inclusion Net Tax [US RIC] Index) have gained +9.3%. Among other asset classes, global real estate (FTSE EPRA Nareit Global REITs Net Tax Index) has gained +11.6%, while global natural resources (Morningstar Global Upstream Natural Resources Net Return Index) are up +8.4%

On the fixed income side, high yield corporate bonds (Solactive USD High Yield Corporates Total Market Index) and emerging market local currency bonds (J.P. Morgan Government Bond Index Emerging Markets Global Core) lead at +1.8%. Short-term TIPS (Bloomberg US Treasury TIPS 0-5 Years Total Return Index Unhedged USD) have gained +1.6%, while global ex-US aggregate bonds (Bloomberg GLA xUSD Float Adjusted RIC Capped Index TR Index Value Hedged USD) are up +1.4%. Short-term corporate bonds (Bloomberg US Corporate 1-3 Yr Total Return Index Value Unhedged USD) have returned +1.2%, followed by mortgage-backed securities (Bloomberg US MBS Float Adjusted Total Return Index Value Unhedged USD) at +1.1% and corporate bonds (ICE BofA US Corporate Index) at +1.0%. Short-term Treasuries (Bloomberg U.S. Treasury: 1-3 Year Total Return Index Value Unhedged USD) are up +0.6%, while intermediate-term Treasuries (Bloomberg U.S. Treasury 3-10 Year Total Return Index Value Unhedged USD) remain slightly negative at -0.1%.

 

How has the Fund performed over the last ten years? 

Total Return Based on $10,000 Investment

Chart showing performance over last 10 years or since inception
Table Summary
TOPS Managed Risk Flex ETF Portfolio
S&P 500® Index
Jun-2016
$10,000
$10,000
Jun-2017
$10,824
$11,790
Jun-2018
$11,277
$13,484
Jun-2019
$11,683
$14,889
Jun-2020
$11,680
$16,006
Jun-2021
$13,778
$22,536
Jun-2022
$12,476
$20,144
Jun-2023
$12,919
$24,091
Jun-2024
$13,978
$30,006
Jun-2025
$14,662
$34,556
Jun-2026
$16,780
$42,271

Average Annual Total Returns 

Table Summary
6 Months
1 Year
5 Years
10 Years
TOPS Managed Risk Flex ETF Portfolio
7.29%
14.45%
4.02%
5.31%
S&P 500® Index
10.21%
22.32%
13.41%
15.51%

The Fund’s past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares. For updated performance call 1-855-572-5945.

Fund Statistics 

  • Net Assets$120,162,698
  • Number of Portfolio Holdings30
  • Advisory Fee $180,834
  • Portfolio Turnover6%

Asset Weighting (% of total investments)

Group By Asset Type Chart
Table Summary
Value
Value
Exchange-Traded Funds
87.5%
Money Market Funds
12.5%

What did the Fund invest in? 

Sector Weighting (% of net assets)

Group By Sector Chart
Table Summary
Value
Value
Liabilities in Excess of Other Assets
-0.8%
Collateral for Securities Loaned
1.4%
Money Market
11.2%
Fixed Income
38.6%
Equity
49.6%

• May represent asset weighting given fund’s investment approach/investments in other investment companies. 

Top 10 Holdings (% of net assets)

Table Summary
Holding Name
% of Net Assets
Vanguard S&P 500 ETF
10.9%
Vanguard FTSE Developed Markets ETF
9.4%
Vanguard Short-Term Inflation-Protected Securities ETF
9.0%
State Street SPDR Portfolio Short Term Corporate Bond ETF
8.1%
iShares iBoxx $ Investment Grade Corporate Bond ETF
6.3%
State Street SPDR Portfolio S&P 400 Mid Cap ETF
5.4%
State Street SPDR Portfolio S&P 500 Value ETF
5.1%
State Street SPDR Portfolio S&P 600 Small Cap ETF
3.6%
Vanguard Intermediate-Term Treasury ETF
3.6%
iShares Global REIT ETF
3.5%

Material Fund Changes

No material changes occurred during the period ended June 30, 2026. 

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TOPS Managed Risk Flex ETF Portfolio - Fund

Semi-Annual Shareholder Report - June 30, 2026

Where can I find additional information about the Fund? 

Additional information is available on the Fund’s website (https://topsfunds.com/tops-portfolios/vit/), including its:

 

  • Prospectus

  • Financial information

  • Holdings

  • Proxy voting information

TSR-SAR 063026-TMRF

 

(b) Not applicable.

 

 

Item 2. Code of Ethics. Not applicable.

 

Item 3. Audit Committee Financial Expert. Not applicable.

 

Item 4. Principal Accountant Fees and Services. Not applicable.

 

Item 5. Audit Committee of Listed Companies. Not applicable.

 

Item 6. Investments.

 

The Registrant’s schedule of investments in unaffiliated issuers is included in the Financial Statements under Item 7 of this form.

 

 

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

 

(a)       Long Form Financial Statements

 

 
 
 
 
 
(TOPS LOGO)
 
 
 
 
 
 
 
 
 
 
TOPS® Managed Risk Flex ETF Portfolio
A series of the Northern Lights Variable Trust
 
 
 
 
 
Semi-Annual Financial Statements and Additional Information
 
 
 
 
 
June 30, 2026
 
 
 
 
 
 
 
 
 
Distributed by Northern Lights Distributors, LLC
 
Member FINRA

 

 

TOPS MANAGED RISK FLEX ETF PORTFOLIO
SCHEDULE OF INVESTMENTS (Unaudited)
June 30, 2026

 

Shares         Fair Value  
        EXCHANGE-TRADED FUNDS — 88.2%        
        EQUITY - 49.6%        
  73,193     FlexShares Global Upstream Natural Resources Index Fund   $ 3,606,951  
  153,918     iShares Global REIT ETF     4,251,215  
  21,480     iShares MSCI Emerging Markets ex China ETF     2,197,404  
  14,893     iShares MSCI USA Small-Cap Multifactor ETF     1,327,562  
  96,638     State Street SPDR Portfolio S&P 400 Mid Cap ETF     6,528,863  
  18,387     State Street SPDR Portfolio S&P 500 Growth ETF     2,187,869  
  100,617     State Street SPDR Portfolio S&P 500 Value ETF     6,116,507  
  75,393     State Street SPDR Portfolio S&P 600 Small Cap ETF     4,347,914  
  158,980     Vanguard FTSE Developed Markets ETF     11,327,325  
  60,796     Vanguard FTSE Emerging Markets ETF     3,628,913  
  19,022     Vanguard S&P 500 ETF     13,064,501  
  22,326     Wisdomtree Emerging Markets EX-State-Owned Enterprises Fund(a)     1,097,993  
              59,683,017  
        FIXED INCOME - 38.6%        
  46,168     iShares BB Rated Corporate Bond ETF, USD Class     2,159,277  
  68,886     iShares iBoxx $ Investment Grade Corporate Bond ETF     7,513,396  
  323,540     State Street SPDR Portfolio Short Term Corporate Bond ETF     9,709,435  
  126,557     VanEck J. P. Morgan EM Local Currency Bond ETF     3,234,797  
  72,978     Vanguard Intermediate-Term Treasury ETF     4,304,242  
  45,927     Vanguard Mortgage-Backed Securities ETF(a)     2,149,843  
  214,665     Vanguard Short-Term Inflation-Protected Securities ETF     10,782,623  
  55,599     Vanguard Short-Term Treasury ETF     3,235,862  
  22,250     Vanguard Total International Bond ETF     1,077,568  
  59,121     Xtrackers USD High Yield Corporate Bond ETF(a)     2,159,099  
              46,326,142  
                 
        TOTAL EXCHANGE-TRADED FUNDS (Cost $85,481,494)     106,009,159  
                 
        SHORT-TERM INVESTMENTS — 12.6%        
        COLLATERAL FOR SECURITIES LOANED - 1.4%        
  1,719,267     Federated Hermes Government Obligations Fund, Institutional Class, 3.56% (Cost $1,719,267)(b)     1,719,267  

 

See accompanying notes to financial statements.

1

 

TOPS MANAGED RISK FLEX ETF PORTFOLIO
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
June 30, 2026

 

Shares         Fair Value  
        SHORT-TERM INVESTMENTS — 12.6% (Continued)        
        MONEY MARKET FUNDS - 11.2%        
  13,428,250     Invesco Government & Agency Portfolio, Institutional Class, 3.56% (Cost $13,428,250)(b)   $ 13,428,250  
                 
        TOTAL SHORT-TERM INVESTMENTS (Cost $15,147,517)     15,147,517  
                 
        TOTAL INVESTMENTS - 100.8% (Cost $100,629,011)   $ 121,156,676  
        LIABILITIES IN EXCESS OF OTHER ASSETS - (0.8)%     (993,978 )
        NET ASSETS - 100.0%   $ 120,162,698  

 

OPEN FUTURES CONTRACTS  
Number of
Contracts
    Open Long Futures Contracts   Broker   Expiration   Notional Amount(c)     Value and Unrealized
Appreciation
 
  55     CBOT 5 Year US Treasury Note   Bank of America Merrill Lynch   10/01/2026   $ 5,887,578     $ 430  
  3     CME E-mini Russell 2000 Index Futures   Bank of America Merrill Lynch   09/21/2026     456,840       15,525  
  7     CME E-Mini Standard & Poor’s 500 Index Future   Bank of America Merrill Lynch   09/21/2026     2,641,888       31,395  
  3     CME E-Mini Standard & Poor’s MidCap 400 Index   Bank of America Merrill Lynch   09/21/2026     1,165,500       25,635  
  10     ICE US mini MSCI EAFE Index Futures   Bank of America Merrill Lynch   09/21/2026     1,572,650       3,750  
  11     ICE US MSCI Emerging Markets EM Index Futures   Bank of America Merrill Lynch   09/21/2026     966,515       11,935  
        TOTAL FUTURES CONTRACTS                   $ 88,670  

 

CBOT - Chicago Board of Trade
   
CME - Chicago Mercantile Exchange
   
ETF - Exchange-Traded Fund
   
ICE - Intercontinental Exchange
   
MSCI - Morgan Stanley Capital International
   
REIT - Real Estate Investment Trust
   
S&P - Standard & Poor’s
   
SPDR - Standard & Poor’s Depositary Receipt
   
(a) All or a portion of this security is on loan. Total loaned securities had a value of $3,747,536 at June 30, 2026. The loaned securities were secured with cash collateral of $1,719,267 and non-cash collateral of $2,161,399. The non-cash collateral consists of short-term investments and long-term bonds and is held for benefit of the Portfolio at the Portfolio’s custodian. The Portfolio cannot pledge or resell the collateral.

 

(b) Rate disclosed is the seven day effective yield as of June 30, 2026.

 

(c) The amounts shown are the underlying reference notional amounts to stock exchange indices and equities upon which the fair value of the futures contracts held by the Portfolio are based. Notional values do not represent the current fair value of, and are not necessarily indicative of the future cash flows of the Portfolio’s futures contracts. Further, the underlying price changes in relation to the variables specified by the notional values affects the fair value of these derivative financial instruments. The notional values as set forth within this schedule do not purport to represent economic value at risk to the Portfolio.

 

See accompanying notes to financial statements.

2

 

TOPS® Managed Risk Flex ETF Portfolio
Statement of Assets and Liabilities (Unaudited)
June 30, 2026

 

Assets:        
Investments in securities, at cost   $ 100,629,011  
Investments in securities, at value (Securities on loan $3,747,536)   $ 121,156,676  
Deposits with Broker     464,414  
Receivable for securities sold     209,903  
Interest and dividends receivable     38,194  
Unrealized appreciation on futures contracts     88,670  
Receivable for Portfolio shares sold     1,092  
Total Assets     121,958,949  
Liabilities:        
Collateral on securities loaned     1,719,267  
Payable for Portfolio shares redeemed     4,796  
Accrued distribution (12b-1) fees     66,536  
Accrued investment advisory fees     5,652  
Total Liabilities     1,796,251  
Net Assets   $ 120,162,698  
         
Net Assets Consist Of:        
Paid-in capital   $ 89,269,694  
Accumulated earnings     30,893,004  
Net Assets   $ 120,162,698  
Total shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)     8,877,154  
         
Net asset value, offering and redemption price per share (Net assets ÷ Total shares of beneficial interest outstanding)   $ 13.54  

 

See accompanying notes to financial statements.

3

 

TOPS® Managed Risk Flex ETF Portfolio
Statement of Operations (Unaudited)
For the Six Months Ended June 30, 2026

 

Investment Income:        
Dividend income   $ 1,091,863  
Interest income     249,124  
Securities lending income     39,106  
Total Investment Income     1,380,093  
Expenses:        
Investment advisory fees     180,834  
Distribution fees (12b-1)     271,252  
Related parties and administrative service fees     70,540  
Miscellaneous fees and expenses     6,028  
Total Expenses     528,654  
Net Investment Income     851,439  
         
Realized and Unrealized Gain (Loss) on Investments and Futures Contracts:        
Net realized gain (loss) on:        
Investments     4,388,267  
Futures contracts     (260,325 )
Total net realized gain     4,127,942  
Net change in unrealized appreciation on:        
Investments     3,369,935  
Futures contracts     116,075  
Total unrealized appreciation     3,486,010  
Net Realized and Unrealized Gain on Investments and Futures Contracts     7,613,952  
         
Net Increase in Net Assets Resulting from Operations   $ 8,465,391  

 

See accompanying notes to financial statements.

4

 

TOPS® Managed Risk Flex ETF Portfolio
Statement of Changes in Net Assets

 

    Six Months Ended     Year Ended  
    June 30, 2026     December 31, 2025  
    (Unaudited)        
Increase (Decrease) in Net Assets:                
From Operations:                
Net investment income   $ 851,439     $ 3,072,569  
Net realized gain on investments and futures contracts     4,127,942       3,359,048  
Net change in unrealized appreciation on investments and futures contracts     3,486,010       4,621,643  
Net increase in net assets resulting from operations     8,465,391       11,053,260  
From Distributions to Shareholders:                
Total distributions paid           (10,120,553 )
Total distributions to shareholders           (10,120,553 )
From Shares of Beneficial Interest:                
Proceeds from shares sold     938,326       2,568,457  
Reinvestment of distributions           10,120,552  
Cost of shares redeemed     (12,051,900 )     (24,877,981 )
Net decrease in net assets from share transactions of beneficial interest     (11,113,574 )     (12,188,972 )
Total Decrease In Net Assets     (2,648,183 )     (11,256,265 )
                 
Net Assets:                
Beginning of period/year     122,810,881       134,067,146  
End of period/year   $ 120,162,698     $ 122,810,881  
                 
SHARE ACTIVITY                
Shares sold     70,376       201,317  
Shares reinvested           813,549  
Shares redeemed     (923,442 )     (1,936,780 )
Net decrease in shares of beneficial interest outstanding     (853,066 )     (921,914 )

 

See accompanying notes to financial statements.

5

 

TOPS® Managed Risk Flex ETF Portfolio
Financial Highlights
Selected data based on a share outstanding throughout each period/year indicated.

 

    Six Months Ended     Year Ended     Year Ended     Year Ended     Year Ended     Year Ended  
    June 30, 2026     December 31, 2025     December 31, 2024     December 31, 2023     December 31, 2022     December 31, 2021  
    (Unaudited)                                
Net asset value, beginning of period/year   $ 12.62     $ 12.59     $ 12.31     $ 11.51     $ 13.28     $ 12.31  
Income (loss) from investment operations:                                                
Net investment income (a)(b)     0.09       0.31       0.30       0.28       0.19       0.16  
Net realized and unrealized gain (loss) on investments and futures contracts     0.83       0.83       0.47       0.77       (1.80 )     0.92  
Total income (loss) from investment operations     0.92       1.14       0.77       1.05       (1.61 )     1.08  
Less distributions from:                                                
Net investment income           (0.37 )     (0.33 )     (0.20 )     (0.16 )     (0.11 )
Net realized gain           (0.74 )     (0.16 )     (0.05 )            
Total distributions           (1.11 )     (0.49 )     (0.25 )     (0.16 )     (0.11 )
Net asset value, end of period/year   $ 13.54     $ 12.62     $ 12.59     $ 12.31     $ 11.51     $ 13.28  
Total return (c)     7.29 % (e)     9.13 %     6.19 %     9.28 %     (12.12 )%     8.79 %
Ratios and Supplemental Data:                                                
Net assets, end of period/year (in 000’s)   $ 120,163     $ 122,811     $ 134,067     $ 148,276     $ 142,352     $ 163,573  
Ratio of expenses to average net assets (d)     0.88 % (f)     0.86 %     0.86 %     0.86 %     0.86 %     0.86 %
Ratio of net investment income to average net assets (b)(d)     1.41 % (f)     2.41 %     2.35 %     2.37 %     1.63 %     1.25 %
Portfolio turnover rate     6 % (e)     7 %     14 %     20 %     17 %     11 %
                                                 
(a) Net investment income has been calculated using the average shares method, which more appropriately presents the per share data for the period/year.

 

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

 

(c) Total returns are historical and assume changes in share price and reinvestment of dividends and capital gains distributions, if any.

 

(d) Does not include the expenses of the underlying investment companies in which the Portfolio invests.

 

(e) Not annualized.

 

(f) Annualized.

 

See accompanying notes to financial statements.

6

 

TOPS® Managed Risk Flex ETF Portfolio
Notes to Financial Statements (Unaudited)
June 30, 2026

 

1. ORGANIZATION

 

The TOPS® Managed Risk Flex ETF 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 intended to be a funding vehicle for variable annuity contracts and flexible premium variable life insurance policies offered by the separate accounts of various insurance companies. The assets of the Portfolio are segregated and a shareholder’s interest is limited to the Portfolio in which shares are held. The Portfolio pays its own expenses. The Portfolio seeks to provide income and capital appreciation with less volatility than the fixed income and equity markets as a whole. The Portfolio is a “fund of funds”, in that the Portfolio will generally invest in other investment companies. The Portfolio commenced operations on August 27, 2013.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies followed by the Portfolio in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles in the United States of America (“GAAP”), and require 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. The Portfolio 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 Accounting Standards Update (“ASU”) 2013-08.

 

Operating Segments - The Portfolio has adopted FASB ASU 2023-07, Segment Reporting (“Topic 280”) - Improvements to Reportable Segment Disclosures. Adoption of the standard impacted financial statement disclosures only and did not affect the Portfolio’s financial position or the results of its operations. An operating segment is defined in Topic 280 as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Portfolio’s CODM is comprised of the portfolio managers and Chief Financial Officer of the Trust. The Portfolio operates as a single operating segment. The Portfolio’s income, expenses, assets, changes in net assets resulting from operations and performance are regularly monitored and assessed as a whole by the CODM responsible for oversight functions of the Portfolio, using the information presented in the financial statements and financial highlights.

 

Securities Valuation – Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the 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 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. Futures and future options are valued at the final settled price or, in the absence of a settled price, at the last sale price on the day of valuation.

 

Accounting Pronouncement - The Portfolio adopted the FASB ASU 2023-09, “Income Taxes (Topic 740) Improvements to Income Tax Disclosures”, which establishes new income tax disclosure requirements and modifies or eliminates certain existing disclosure provisions. The amendments in ASU 2023-09 are intended to address investor requests for more transparency about income tax information and to improve the effectiveness of income tax disclosures. The Portfolio’s adoption of ASU 2023-09 did not have a material impact on the Portfolio’s financial statements.

 

Valuation of Fund of Funds - The Portfolio may invest in portfolios of open-end investment companies. Open-end investment companies are valued at their respective net asset values as reported by such investment companies. Open-end investment companies value securities in their portfolios for which market quotations are readily available at their

7

 

TOPS® Managed Risk Flex ETF Portfolio
Notes to Financial Statements (Unaudited) (Continued)
June 30, 2026

 

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 boards of directors or trustees of the open-end investment companies.

 

The Portfolio may hold investments, 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 investments are valued using the “fair value” procedures approved by the Trust’s Board of Trustees (the “Board”). The Board has designated the adviser as its valuation designee (the “Valuation Designee”) to execute these procedures. The Board 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 the Valuation Designee in determining a security-specific fair value. The Board is responsible for reviewing and approving fair value methodologies utilized by the Valuation Designee, approval of which shall be based upon whether the Valuation Designee followed the valuation procedures established by the Board.

 

Fair Valuation Process – The applicable investments are valued by the Valuation Designee pursuant to valuation procedures established by the Board. 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 Valuation Designee, the prices or values available do not represent the fair value of the instrument; factors which may cause the Valuation Designee 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; and (iv) securities with respect to which an event that affects 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 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 a current bid from such independent dealers or other independent parties is unavailable, the Valuation Designee 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 utilizes various methods to measure the fair value of all 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 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.

8

 

TOPS® Managed Risk Flex ETF Portfolio
Notes to Financial Statements (Unaudited) (Continued)
June 30, 2026

 

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 June 30, 2026 for the Portfolio’s investments measured at fair value:

 

TOPS® Managed Risk Flex ETF Portfolio

 

Assets*   Level 1     Level 2     Level 3     Total  
Exchange-Traded Funds   $ 106,009,159     $     $     $ 106,009,159  
Short-Term Investments     15,147,517                   15,147,517  
Futures Contracts     88,670                   88,670  
Total   $ 121,245,346     $     $     $ 121,245,346  

 

The Portfolio did not hold any Level 2 or 3 securities for the six months ended June 30, 2026.

 

* Refer to the Schedule of Investments for security classifications.

 

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 the 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 (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. These reclassifications have no effect on net assets, results from operations or net asset value per share of the Portfolio.

 

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

 

The Portfolio 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 position 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, 2023 through December 31, 2025 or expected to be taken in the Portfolio’s December 31, 202 6 year-end tax return. The Portfolio identified its major tax jurisdictions as U.S. federal, Ohio 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.

9

 

TOPS® Managed Risk Flex ETF Portfolio
Notes to Financial Statements (Unaudited) (Continued)
June 30, 2026

 

Futures Contracts – The Portfolio is subject to equity price risk in the normal course of pursuing its investment objectives. The Portfolio may purchase or sell futures contracts to hedge against market risk and to reduce return volatility. During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by “marking to market” on a daily basis to reflect the market value of the contracts at the end of each day’s trading. Variation margin payments are received or made depending upon whether unrealized gains or losses are incurred. When the contracts are closed, the Portfolio recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Portfolio’s basis in the contract. If the Portfolio were unable to liquidate a futures contract and/or enter into an offsetting closing transaction, the Portfolio would continue to be subject to market risk with respect to the value of the contracts and continue to be required to maintain the margin deposits on the futures contracts. Risks may exceed amounts recognized in the Statement of Assets and Liabilities. With futures, there is minimal counterparty credit risk to the Portfolio since futures are exchange-traded and the exchange’s clearinghouse, as counterparty to all exchange-traded futures, guarantees the futures against default.

 

The following is a summary of the location of derivative investments on the Portfolio’s Statement of Assets and Liabilities as of June 30, 2026:

 

    Statement of Assets and Liabilities   Unrealized Appreciation  
Contract Type/Primary Risk Exposure   Location   (Depreciation)  
Futures Contracts / Equity Risk   Unrealized appreciation on futures contracts   $ 88,240  
Futures Contract / Interest Risk   Unrealized appreciation on futures contracts     430  
Total       $ 88,670  

 

The following is a summary of the location of derivative investments on the Portfolio’s Statement of Operations for the six months ended June 30, 2026:

 

            Realized and Unrealized  
        Location of Gain (Loss) on Derivatives   Gain (Loss) on Derivatives  
Derivative Investment Type   Primary Risk Exposure   recognized in income   recognized in income  
Futures Contracts   Equity Risk   Net realized loss on futures contracts   $ (113,763 )
Futures Contracts   Interest Risk   Net realized loss on futures contracts     (146,562 )
Total           $ (260,325 )
Futures Contracts   Equity Risk   Net change in unrealized appreciation on futures contracts   $ 93,333  
Futures Contracts   Interest Risk   Net change in unrealized appreciation on futures contracts     22,742  
Total           $ 116,075  

 

The notional value of the derivative instruments outstanding as of June 30, 2026, as disclosed in the Schedule of Investments and the amounts realized and changes in unrealized gains and losses on derivative instruments during the period as disclosed above and in the Statement of Operations serve as indicators of the volume of derivative activity for the Portfolio.

10

 

TOPS® Managed Risk Flex ETF Portfolio
Notes to Financial Statements (Unaudited) (Continued)
June 30, 2026

 

Exchange Traded Funds – The Portfolio may invest in exchange traded funds (“ETFs”). An ETF is a type of open-end fund, however, unlike a mutual fund, its shares are bought and sold on a securities exchange at market price and only certain financial institutions called authorized participants may buy and redeem shares of the ETF at net asset value. ETF shares can trade at either a premium or discount to net asset value. Each ETF like a mutual fund is subject to specific risks depending on the type of strategy (actively managed or passively tracking an index) and the composition of its underlying holdings. Investing in an ETF involves substantially the same risks as investing directly in the ETF’s underlying holdings. ETFs pay fees and incur operating expenses, which reduce the total return earned by the ETFs from their underlying holdings. An ETF may not achieve its investment objective or execute its investment strategy effectively, which may adversely affect the Portfolio’s performance.

 

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

 

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

 

Security Loans - The Portfolio has entered into a securities lending arrangement with The Bank of New York Mellon (the “Borrower”). Under the terms of the agreement, the Portfolio is authorized to loan securities to the Borrower. In exchange, the Portfolio receives cash and securities as collateral in the amount of at least 102% of the value of the securities loaned. The cash collateral is invested in short-term instruments as noted in the Schedule of Investments. Securities received as collateral are U.S. government securities; securities received as collateral, if any, are not recognized as portfolios assets. Although risk is mitigated by the collateral, the Portfolio could experience a delay in recovering its securities and possible loss of income or value if the Borrower fails to return them.

 

Gain or loss in the fair value of securities loaned that may occur during the term of the loan will be for the account of the Portfolio. The Portfolio has the right under the securities lending agreement to recover the securities from the Borrower on demand. If the fair value of the collateral falls below 102% plus accrued interest of the loaned securities, the lender’s agent shall request additional collateral from the Borrower to bring the collateralization back to 102%. Under the terms of the securities lending agreement, the Portfolio is indemnified for such losses by the security lending agreement. Should the Borrower fail financially, the Portfolio has the right to repurchase the securities using the collateral in the open market.

11

 

TOPS® Managed Risk Flex ETF Portfolio
Notes to Financial Statements (Unaudited) (Continued)
June 30, 2026

 

The following table is a summary of the Portfolio’s securities loaned and related collateral which are subject to a netting agreement as of June 30, 2026:

 

                      Gross Amounts Not Offset in the Statement of Assets &  
                      Liabilities *  
                                     
                Net Amounts                    
          Gross Amounts     of Assets                    
          Offset in the     Presented in                    
    Gross Amounts     Statements of     the Statements     Financial              
    of Recognized     Assets &     of Assets &     Instruments     Cash Collateral     Net Amount of  
Assets:   Assets     Liabilities     Liabilities     Received     Received     Assets  
Description:                                                
Securities Loaned   $ 3,747,536     $     $ 3,747,536     $ 2,161,399     $ 1,586,137     $  
Total   $ 3,747,536     $     $ 3,747,536     $ 2,161,399     $ 1,586,137     $  

 

* The amount is limited to the securities loaned asset balance and accordingly, does not include excess collateral pledged.

 

Securities Lending Transactions      
Overnight and Continuous      
Federated Hermes Government Obligations Fund, Institutional Class   $ 1,719,267  

 

The fair value of the securities loaned for the Portfolio totaled $3,747,536 at June 30, 2026. The securities loaned are noted in the Schedule of Investments. The fair value of the “collateral for securities loaned” on the Schedule of Investments includes only cash collateral received and reinvested that totaled $ 1,719,267 for the Portfolio as of June 30, 2026. This amount is offset by a liability recorded as “Collateral on securities loaned.” At June 30, 2026, the Portfolio received non-cash collateral of $2,161,399. The non-cash collateral consists of short-term investments and long-term bonds and is held for benefit of the Portfolio at the Portfolio’s custodian. The Portfolio cannot pledge or resell the collateral.

 

3. INVESTMENT TRANSACTIONS

 

For the six months ended June 30, 2026, cost of purchases and proceeds from sales of portfolio securities, other than short-term investments and government securities, amounted to $6,821,457 and $17,052,872, respectively.

 

4. INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES

 

ValMark Advisers, Inc. serves as the Portfolio’s investment advisor (the “Advisor”). The Advisor has engaged Milliman Financial Risk Management, LLC as the Portfolio’s sub-advisor (the “Sub-Advisor”). Pursuant to an advisory agreement with the Trust, the Advisor, on behalf of the Portfolio, 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 on average daily net assets and accrued daily and paid monthly, at an annual rate of 0.30% of the Portfolio’s average daily net assets. Pursuant to a sub-advisory agreement, the Advisor pays the Sub-Advisor a fee, which is computed and accrued daily and paid monthly. For the six months ended June 30, 2026, the Advisor earned $180,834 in advisory fees.

12

 

TOPS® Managed Risk Flex ETF Portfolio
Notes to Financial Statements (Unaudited) (Continued)
June 30, 2026

 

The Board has adopted, on behalf of the Portfolio, a Distribution Plan (the “Plan”) pursuant to Rule 12b -1 under the 1940 Act. The fee is calculated at an annual rate of 0.45% of the average daily net assets attributable to the Portfolio’s shares, and is paid to Northern Lights Distributors, LLC (the “Distributor”) to provide compensation for ongoing shareholder servicing and distribution related activities and/or maintenance of the Portfolio’s shareholder accounts, not otherwise required to be provided by the Advisor. For the six months ended June 30, 2026, the Portfolio paid $271,252 in distribution fees under the Plan.

 

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

 

Ultimus Fund Solutions, LLC (“UFS”), an affiliate of the Distributor, provides administration, fund accounting, and transfer agent services to the Trust. Pursuant to the terms of an administrative servicing agreement with UFS, the Portfolio pays UFS a monthly fee for all operating expenses of the Portfolio, which is calculated by the Portfolio on its average daily net assets. Operating expenses include but are not limited to Fund Accounting, Fund Administration, Transfer Agency, Legal Fees, Audit Fees, Compliance Services, Shareholder Reporting Expenses, Trustees Fees and Custody Fees.

 

For the six months ended June 30, 2026, the Trustees received fees in the amount of $11,111 on behalf of the Portfolio.

 

The approved entities may be affiliates of UFS and the Distributor. Certain officers of the Trust are also officers of UFS and are not paid any fees directly by the Portfolio for serving in such capacities.

 

Northern Lights Compliance Services, LLC (“NLCS”), an affiliate of UFS 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 UFS under the administrative servicing agreement.

 

Blu Giant, LLC (“Blu Giant”), an affiliate of UFS 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 UFS under the administrative servicing agreement.

 

The Trust engages an insurance broker affiliated with UFS for the purposes of assisting the Trust in obtaining its insurance policies.

 

5. CONTROL OWNERSHIP

 

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of the Portfolio creates a presumption of the control of the Portfolio, under Section 2(a)(9) of the 1940 Act. As of June 30, 2026, Minnesota Life Insurance Company held 100% of the voting securities of the Portfolio. The Trust has no knowledge as to whether all or any portion of the shares owned of record are also owned beneficially.

 

6. DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

 

The table below represents aggregate cost for federal tax purposes for the Portfolio as of June 30, 2026 and differs from market value by net unrealized appreciation/depreciation which consisted of:

 

                  Tax Net  
Cost for Federal     Unrealized     Unrealized     Unrealized  
Tax Purposes     Appreciation     Depreciation     Appreciation  
$ 101,620,978     $ 21,064,618     $ (1,528,920 )   $ 19,535,698  

13

 

TOPS® Managed Risk Flex ETF Portfolio
Notes to Financial Statements (Unaudited) (Continued)
June 30, 2026

 

The tax character of the Portfolio’s distribution paid for the years ended December 31, 2025 and December 31, 2024 was as follows:

 

    Fiscal Year Ended     Fiscal Year Ended  
    December 31, 2025     December 31, 2024  
Ordinary Income   $ 3,349,670     $ 3,433,267  
Long-Term Capital Gain     6,770,883       1,668,182  
    $ 10,120,553     $ 5,101,449  

 

As of December 31, 2025, 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)  
$ 3,071,847     $ 3,190,003     $     $     $     $ 16,165,763     $ 22,427,613  

 

The difference between book basis and tax basis accumulated net realized gains/losses, and unrealized appreciation/depreciation from investments is primarily attributable to the tax deferral of losses on wash sales and the mark-to-market treatment of Section 1256 futures contracts.

 

7. SUBSEQUENT EVENTS

 

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

14

 

TOPS® Managed Risk Flex ETF Portfolio
Additional Information (Unaudited)
June 30, 2026

 

Changes in and Disagreements with Accountants

 

There were no changes in or disagreements with accountants during the period covered by this report.

 

Proxy Disclosures

 

Information regarding how the Portfolio voted proxies related to portfolio securities for the 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 (i) called (855) 538-5278; (ii) visiting the Portfolio’s website at http://topsfunds.com/documents/; or (iii) referring to the Securities and Exchange Commission’s website at http://www.sec.gov.

 

Remuneration Paid to Directors, Officers and Others

 

Refer to the financial statements included herein.

 

Statement Regarding Basis for Approval of Investment Advisory Agreement

 

Not Applicable.

15

 

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

 

Not applicable.

 

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

 

Not applicable.

 

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

 

Included under Item 7

 

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

 

Not applicable.

 

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable.

 

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable.

 

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

 

Item 15. Submission of Matters to a Vote of Security Holders.

 

None

 

Item 16. Controls and Procedures

 

(a) The registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act) are effective in design and operation and are sufficient to form the basis of the certifications required by Rule 30a-(2) under the Act, based on their evaluation of these disclosure controls and procedures as of a date within 90 days of this report on Form N-CSR.

 

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

Not applicable.

 

Item 18. Recovery of Erroneously Awarded Compensation.

 

(a)       Not applicable.

 

(b)       Not applicable.

 

 

Item 19. Exhibits.

 

(a)(1) Not applicable.

 

(a)(2) Not applicable.

 

(a)(3) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)): Attached hereto

 

(a)(4) Not applicable.

 

(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)): Attached hereto

 

 

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, Principal Executive Officer/President

 

Date 9/2/2026  

 

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, Principal Executive Officer/President

 

Date 9/2/2026  

 

By (Signature and Title)

/s/ Kevin E. Wolf  
Kevin E. Wolf, Principal Financial Officer/Treasurer

 

Date 9/2/2026  

 


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

ex99-cert.htm

ex99-906cert.htm

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