NORTHERN LIGHTS VARIABLE TRUST OPERATING EXPENSES LIMITATION AGREEMENT
NORTHERN LIGHTS VARIABLE TRUST
OPERATING EXPENSES LIMITATION AGREEMENT
ADAPTIVE ALLOCATION PORTFOLIO
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 6th day of March,
2006, as revised June 7, 2011, February 6, 2014 and March 25, 2015, by and between NORTHERN LIGHTS VARIABLE TRUST, a Delaware business
trust (the “Trust”), on behalf of the Adaptive Allocation Portfolio (the “Fund”), a series of the Trust
and the Advisor of such Fund, Critical Math Advisors, LLC (the “Advisor”).
WITNESSETH:
WHEREAS, the Advisor renders advice and services to the Fund pursuant to the terms and provisions of an Investment Advisory
Agreement between the Trust and the Advisor dated as of the 6th day of March, 2006 (the “Investment Advisory Agreement”);
and
WHEREAS, the Fund is responsible for, and has assumed the obligation for, payment of certain expenses pursuant to the Investment
Advisory Agreement that have not been assumed by the Advisor; and
WHEREAS, the Advisor desires to limit the Fund’s Operating Expenses (as that term is defined in Paragraph 2 of this
Agreement) pursuant to the terms and provisions of this Agreement, and the Trust (on behalf of the Fund) desires to allow the Advisor
to implement those limits;
NOW THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties, intending to
be legally bound hereby, mutually agree as follows:
1. Limit on Operating Expenses. The Advisor hereby agrees to limit the Fund’s current Operating Expenses to
an annual rate, expressed as a percentage of the Fund’s average annual net assets, to the amounts listed in Appendix
A (the “Annual Limit”). In the event that the current Operating Expenses of the Fund, as accrued
each month, exceed its Annual Limit, the Advisor will pay to that Fund, on a monthly basis, the excess expense within 30 days of
being notified that an excess expense payment is due.
2. Definition. For purposes of this Agreement, the term “Operating Expenses” with respect to the Fund,
is defined to include all expenses necessary or appropriate for the operation of the Fund and including the Advisor investment
advisory or management fee detailed in the Investment Advisory Agreement, any Rule 12b-l fees and other expenses described in the
Investment Advisory Agreement, but does not include (i) any front-end or contingent deferred loads; (ii) brokerage fees and commissions;
(iii) acquired fund fees and expenses; (iv) fees and expenses associated with investments in other collective investment vehicles
or derivative instruments (including for example options and swap fees and expenses); (v) borrowing costs (such as interest and
dividend expense on securities sold short); (vi) taxes; and (vii) extraordinary expenses, such as litigation expenses (which may
include indemnification of Fund officers and Trustees, contractual indemnification of Fund service providers (other than the Adviser)).
3. Reimbursement of Fees and Expenses. The Advisor retains its right to receive reimbursement of any excess expense
payments paid by it pursuant to this Agreement under the same terms and conditions as it is permitted to receive reimbursement
of reductions of its investment management fee under the Investment Advisory Agreement.
4. Term. This Agreement shall become effective on the date specified herein and shall remain in effect until at least
September 29, 2016, unless sooner terminated as provided in Paragraph 5 of this Agreement, and shall continue in effect
for successive twelve-month periods provided that such continuance is specifically approved at least annually by a majority of
the Trustees of the Trust.
5. Termination. This Agreement may be terminated at any time, and without payment of any penalty, by the Board of
Trustees of the Trust, on behalf of the Fund, upon sixty (60) days’ written notice to the Advisor. This Agreement may not
be terminated by the Advisor without the consent of the Board of Trustees of the Trust. This Agreement will automatically terminate,
with respect to the Fund listed in Appendix A, if the Investment Advisory Agreement for the Fund is terminated, with
such termination effective upon the effective date of the Investment Advisory Agreement’s termination for the Fund.
6. Assignment. This Agreement and all rights and obligations hereunder may not be assigned without the written consent
of the other party.
7. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute
or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby.
8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of
New York without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt,
or to be inconsistent with, any federal law, regulation or rule, including the Investment Company Act of 1940 and the Investment
Advisers Act of 1940 and any rules and regulations promulgated thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested by their duly authorized
officers, all on the day and year first above written.
| NORTHERN LIGHTS VARIABLE TRUST | Critical Math Advisors, LLC |
| on behalf of the Adaptive Allocation Portfolio |
| By: _______________________ | By: _________________ |
| Name: Xxxxxx Xxxxxx | Name: |
| Title: President | Title: |
Appendix A
| Fund | Operating Expense Limit |
| Adaptive Allocation Portfolio | 2.49% |
