SEC Company Response from Northern Lights Fund Trust (CIK 0001314414) — Sep 24, 2025
Northern Lights Fund Trust (CIK 0001314414)
Date: Sept. 24, 2025 · CIK: 0001314414 · Accession: 0001580642-25-006186
AI Filing Summary & Sentiment
File numbers found in text: 333-122917, 333-131820, 333-174926, 333-178833, 333-204808, 811-21720, 811-21853, 811-22549, 811-22655, 811-23066
Letter
VIA EDGAR (Correspondence Filing) Division of Investment Management – Disclosure Review and Accounting Office TOPS Conservative ETF Portfolio 12/31/2024 TOPS Balanced ETF Portfolio 12/31/2024 TOPS Moderate Growth ETF Portfolio 12/31/2024 TOPS Growth ETF Portfolio 12/31/2024
Dear Mr. Long:
On behalf of the Registrants, this letter responds to the comments you provided to James Colantino with respect to the above-referenced Trusts. Your comments are set forth below, and each is followed by each Registrant’s response.
NLFT III
NLFT IV
RESQ Strategic Income Fund, RESQ Dynamic Allocation Fund
Anchor Risk Managed Equity Strategies Fund
Comment 1: The funds report a return of capital distribution on the financial statements. Please confirm compliance with Section 19(a) of the Investment Company Act of 1940 with respect to return of capital distributions as the response to Item B.23 of Form N-CEN was “No”.
Response: The distributions for the above funds were not deemed to be a return of capital at the time of distribution, and therefore no 19a-1 notice was issued. The return of capital determinations for those funds were made subsequently in connection with the finalization of the Fund’s annual report due to tax adjustments not available at the time of distribution. It is not the Funds’ intention to distribute any return of capital.
NLFT Toews Tactical Defensive Alpha Fund
Comment 2: The annual report states that the fund is non-diversified, however, the prospectus identifies the fund as diversified. Please identify which is correct.
Response: Effective with the 10/31/24 semi-annual financial statements, the disclosure was updated to reflect the Fund as diversified.
NLFT BTS Enhanced Equity Income Fund
Comment 3: The auditor’s internal control report attached to Form N-CEN identifies the fund as BTS Enhanced Income Fund. Please consider updating the internal control report to reflect the correct fund name.
Response: The fund auditors have been notified of the comment for purposes of future filings and consideration is being given to refiling the 12/31/24 Form N-CEN.
NLFT Deer Park Total Return Credit Fund
Comment 4: The Fund had reverse repurchase agreements reflected in the financial statements. Please review and consider updating the responses, if necessary, to Items C.7.n.3 or C.7.n.4 of Form N-CEN. Also, the average dollar amount of borrowings and average interest rate associated with the reverse repurchase agreements should be disclosed going forward in accordance with the requirements of Regulation SX.6-07.
Response: Going forward, the Form N-CEN will be updated to report the responses, if necessary, to Items C.7.n.3 or C.7.n.4 of Form N-CEN. Also going forward, the average dollar amount of borrowings and average interest rate associated with the reverse repurchase agreements will be disclosed, if required.
`
NLFT Princeton Adaptive Premium Fund
Comment 5: Going forward, please consider enhancing the disclosure in the Notes to Financial Statements regarding the volume of derivative activity that the fund engaged in during the reporting period.
Response: While the Registrant believes that the current disclosure properly addresses the current requirement regarding the volume of activity involving derivative transactions, additional consideration will be given to enhancing the disclosure in future reporting.
NLFT II North Star Funds
Comment 6: Please review the language in the prospectus and footnotes to financial statements relating to the expense waiver recoupment for consistency in future filings.
Response: The Registrant will revise the language as needed to ensure consistency in future filings.
NLFT IV Anchor Risk Managed Income Strategies Fund
Comment 7: Item B.22 of Form N-CEN indicated that the Fund had a NAV Error during the reporting period. Please describe the nature and circumstances of the error and associated internal control implications and amounts that have been reimbursed to the Fund, if any.
Response: On 6/3/2024, widely reported NYSE Arca issues occurred and trading was halted on a number of stocks in the market. Amongst that group was the ticker NUSI (Nationwide Nasdaq-100 Risk Managed ETF). Trading on the security resumed the same day, hours after the intial halt. Anchor Risk Managed Income Strategies fund owned 28,000 shares of NUSI that priced at an ICE reported close of $11.36, down approximately 50% from the 5/31/24 market close. This price was verified to the standard second source of Refinitiv as well as an additional third-party source, Marketwatch. This closing price was widely reported across all sources available to the advisor as well. Upon market open on 6/4/24, it was discovered that the exchanges had updated the final correct closing price on 6/3/24 to $23.95. The NAV impact resulting from the update to the security price was greater than 0.50% of Fund net assets. As a result, all shareholder activity was reprocessed for 6/3/24.
NLFT Deer Park Total Return Credit Fund
Comment 8: A material weakness in internal controls was identified in the most recent fiscal year. Please describe what caused the material weakness and what was done to ensure that the internal controls are effective going forward.
Response: The material weakness identified by the Fund auditors related to the Fund’s internal controls to prevent and/or detect errors in the calculation of interest income and related amortization adjustments to the cost basis of certain interest only securities held by the Fund during the year ended September 30, 2024. Adjustments, which had no effect to the net assets or net asset value per share, were recorded by the Fund to correct these misstatements in the Fund’s September 30, 2024 financial statements. In response to the material weakness, management has implemented controls to prevent and/or timely detect similar errors in the future which include; 1) receiving information for interest only securities from the adviser which will enable the calculation of interest income and related amortization adjustments in a more accurate manner; 2) an automated rule in the fund accounting system which flags instances where amortization adjustments are inconsistent with expectations; 3) a periodic review by senior management to confirm there are no unusual cost to market value relationships.
NLFT III Persimmon Long/Short Fund
Comment 9: In the Growth of an Investment graph, the fund is showing $10,000 as the initial investment, however, the minimum initial investment is $100,000. Going forward, please be sure to use the minimum initial investment if greater than $10,000.
Response: The Registrant will revise the line graph in future shareholder reports to reflect an initial investment of $100,000 pursuant to the requirements of Item 27 of Form N-1A.
NLFT Navigator Tactical Fixed Income Fund
Comment 10: There is language in the principal investment strategies section of the prospectus which states “the Fund may invest in affiliated mutual funds and affiliated mutual funds”. Please correct this language for future filings.
Response: Going forward, the language in the principal investment strategies section of the prospectus will be updated to read “the Fund may invest in affiliated mutual funds and nonaffiliated mutual funds”.
NLFT Navigator Tactical Fixed Income Fund
Comment 11: The fee table included in the February 28, 2025 prospectus reflects fee waivers, however, there is no footnote disclosure describing the nature of the waiver. Please explain and include such disclosure in future filings.
Response: The adviser has agreed to voluntarily waive its net advisory fee on the portion of the Fund’s net assets that are invested in one of its affiliated funds. Going forward, there will be a footnote disclosure describing the nature of such waiver in the prospectus fee table, similar to that included in the Fund’s financial statements.
NLFT Navigator Tactical Fixed Income Fund
Comment 12: The financial statements reflect open credit default contracts. Going forward, disclose the payment frequency of the credit default contracts in accordance with the requirements of Regulation SX.12-13C.
Response: Effective with the 7/31/25 schedule of investments filed with Form N-PORT, the payment frequency for each credit default contract is disclosed and will be included in the schedule of investments in future financial statements filed with Form N-CSR.
NLFT IV Inspire International ETF
Comment 13: The ETF classifies its investment in the schedule of investments by industry. Please consider including a summary table to reflect investments by country concentration.
Response: Going forward, a summary table to reflect investments by country concentration will be included on the schedule of investments.
NLFT Toews Tactical Income Fund
Comment 14: The Fund had $381 million in cash and cash equivalents reflected in the Statement of Assets and Liabilities. Please confirm this was not invested in anything that should be disclosed in the Schedule of Investments?
Response: The Registrant confirms that the amount reported as cash and cash equivalents was not invested in anything requiring disclosure in the Schedule of Investments.
NLFT Princeton Adaptive Premium Fund
Comment 15: The financial statements reflect advisory fees waived of $212,000 during the period with a Due From Adviser amount of $103,000 reported on the Statement of Assets and Liabilities. Please describe the frequency that the Due From Adviser account is settled and if those terms are the same as fee payments made to the adviser.
Response: The Due From Adviser amount associated with the operating expense limitation agreement is expected to be settled on a monthly basis, which is the same frequency with which any fee payments from the fund would be made to the adviser. In this case, the Adviser funds the reimbursement via check and there was a delay in forwarding the check received by the administrator to the fund’s custodian bank for processing. Going forward, we have asked for any reimbursement payments to be funded via bank wire or ACH for timely application. All outstanding amounts were settled shortly after the fiscal year end.
NLFT 13D Activist Fund
Comment 16: The financial statements reflect income related to foreign tax reclaims. Please describe the fund’s accounting policy related to foreign tax reclaims and consider including such disclosure in the footnotes to financial statements for future filings.
Response: Gong forward, the Registrant will include the following disclosure in the footnotes to the financial statements, “Withholding taxes on foreign dividends, if applicable, are paid (a portion of which may be reclaimable) or provided for in accordance with the applicable country’s tax rules and rates and are disclosed in the Statements of Operations. Withholding tax reclaims are filed in certain countries to recover a portion of the amounts previously withheld. The Fund records a reclaim receivable based on a number of factors, including a jurisd
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CORRESP
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NORTHERN LIGHTS FUND TRUST I, II, III, IV and Northern Lights Variable
Trust
James Colantino
Treasurer NLFT and NLVT, Assistant Treasurer NLFT II, III, IV
Direct Telephone: (631) 470-2603
Fax: (631) 470-2701
E-mail: jcolantino@ultimusfundsolutions.com
September 15, 2025
VIA EDGAR (Correspondence Filing)
U.S. Securities and Exchange Commission
Division of Investment Management – Disclosure Review and Accounting
Office
100 F Street, NE
Washington, DC 20549
Attn: Mr. Jeffrey Long
(202) 551-6983
File Nos. 333-122917; 811-21720 (NLFT)
Princeton Adaptive Premium Fund
4/30/2024
Deer Park Total Return Credit Fund
9/30/2024
Eagle Energy Infrastructure Fund
4/30/2024
Sierra Tactical Core Growth Fund
9/30/2024
Sierra Tactical Risk Spectrum 30 Fund
9/30/2024
Sierra Tactical Risk Spectrum 50 Fund
9/30/2024
Sierra Tactical Risk Spectrum 70 Fund
9/30/2024
Altegris/AACA Opportunistic Real Estate Fund
12/31/2024
BTS Enhanced Equity Income Fund
12/31/2024
Altegris Futures Evolution Strategy Fund
6/30/2024
13D Activist Fund
9/30/2024
Astor Dynamic Allocation Fund
7/31/2024
Navigator Tactical Investment Grade Bond Fund
10/31/2024
Navigator Tactical U.S. Allocation Fund
10/31/2024
Grant Park Multi Alternative Strategies Fund
9/30/2024
Toews Hedged Oceana Fund
4/30/2024
Toews Tactical Income Fund
4/30/2024
The Biondo Focus Fund
12/31/2024
Toews Hedged U.S. Fund
4/30/2024
Toews Hedged U.S. Opportunity Fund
4/30/2024
TransWestern Institutional Short Duration Government Bond Fund
12/31/2024
BTS Tactical Fixed Income Fund
12/31/2024
Sierra Tactical Core Income Fund
9/30/2024
Astor Sector Allocation Fund
7/31/2024
Toews Tactical Defensive Alpha Fund
4/30/2024
Changing Parameters Fund
7/31/2024
Navigator Tactical Fixed Income Fund
10/31/2024
Toews Unconstrained Income Fund
4/30/2024
Sierra Tactical All Asset Fund
9/30/2024
Sierra Tactical Bond Fund
9/30/2024
Navigator Ultra Short Bond Fund
10/31/2024
Sierra Tactical Municipal Fund
9/30/2024
BTS Managed Income Fund
12/31/2024
File Nos. 333-174926; 811-22549 (NLFT II)
North Star Micro Cap Fund
11/30/2024
North Star Dividend Fund
11/30/2024
North Star Opportunity Fund
11/30/2024
Invenomic Fund
10/31/2024
North Star Bond Fund
11/30/2024
WOA All Asset I
2/29/2024
North Star Small Cap Value Fund
11/30/2024
Al Frank Fund
12/31/2024
File Nos. 333-178833; 811-22655 (NLFT III)
HCM Dividend Sector Plus Fund
6/30/2024
Absolute Capital Asset Allocator Fund
9/30/2024
Boyd Watterson Limited Duration Enhanced Income Fund
6/30/2024
HCM Dynamic Income Fund
6/30/2024
HCM Income Plus Fund
6/30/2024
Pinnacle Multi-Strategy Core Fund
9/30/2024
The Covered Bridge Fund
9/30/2024
Absolute Capital Defender Fund
9/30/2024
HCM Tactical Growth Fund
6/30/2024
RESQ Strategic Income Fund
9/30/2024
RESQ Dynamic Allocation Fund
9/30/2024
The Teberg Fund
9/30/2024
Persimmon Long/Short Fund
9/30/2024
File Nos. 333-204808; 811-23066 (NLFT IV)
Main BuyWrite ETF
10/31/2024
Inspire Tactical Balanced ETF
11/30/2024
Inspire Corporate Bond ETF
11/30/2024
Inspire Global Hope ETF
11/30/2024
Fulcrum Diversified Absolute Return Fund
6/30/2024
Inspire 100 ETF
11/30/2024
Anchor Risk Managed Income Strategies Fund
8/31/2024
Inspire Fidelis Multi Factor ETF
11/30/2024
Inspire Momentum ETF
11/30/2024
Inspire 500 ETF
11/30/2024
Anchor Risk Managed Global Strategies Fund
8/31/2024
Moerus Worldwide Value Fund
11/30/2024
Anchor Risk Managed Equity Strategies Fund
8/31/2024
Inspire Small/Mid Cap ETF
11/30/2024
Inspire International ETF
11/30/2024
FM Focus Equity ETF
2/29/2024
File Nos. 333-131820; 811-21853 (NLVT)
TOPS Aggressive Growth ETF Portfolio
12/31/2024
TOPS Managed Risk Flex ETF Portfolio
12/31/2024
BTS Tactical Fixed Income VIT Fund
12/31/2024
TOPS Managed Risk Balanced ETF Portfolio
12/31/2024
TOPS Managed Risk Moderate Growth ETF Portfolio
12/31/2024
TOPS Managed Risk Growth ETF Portfolio
12/31/2024
TOPS Conservative ETF Portfolio
12/31/2024
TOPS Balanced ETF Portfolio
12/31/2024
TOPS Moderate Growth ETF Portfolio
12/31/2024
TOPS Growth ETF Portfolio
12/31/2024
Dear Mr. Long:
On behalf of the Registrants, this letter responds to the comments
you provided to James Colantino with respect to the above-referenced Trusts. Your comments are set forth below, and each is followed by
each Registrant’s response.
NLFT III
NLFT IV
RESQ Strategic Income Fund, RESQ Dynamic Allocation Fund
Anchor Risk Managed Equity Strategies Fund
Comment 1:
The funds report a return of capital distribution on the financial statements. Please confirm compliance with Section 19(a) of the Investment Company Act of 1940 with respect to return of capital distributions as the response to Item B.23 of Form N-CEN was “No”.
Response:
The distributions for the above funds were not deemed to be a return of capital at the time of distribution, and therefore no 19a-1 notice was issued. The return of capital determinations for those funds were made subsequently in connection with the finalization of the Fund’s annual report due to tax adjustments not available at the time of distribution. It is not the Funds’ intention to distribute any return of capital.
NLFT
Toews Tactical Defensive Alpha Fund
Comment 2:
The annual report states that the fund is non-diversified, however, the prospectus identifies the fund as diversified. Please identify which is correct.
Response:
Effective with the 10/31/24 semi-annual financial statements, the disclosure was updated to reflect the Fund as diversified.
NLFT
BTS Enhanced Equity Income Fund
Comment 3:
The auditor’s internal control report attached to Form N-CEN identifies the fund as BTS Enhanced Income Fund. Please consider updating the internal control report to reflect the correct fund name.
Response:
The fund auditors have been notified of the comment for purposes of future filings and consideration is being given to refiling the 12/31/24 Form N-CEN.
NLFT
Deer Park Total Return Credit Fund
Comment 4:
The Fund had reverse repurchase agreements reflected in the financial statements. Please review and consider updating the responses, if necessary, to Items C.7.n.3 or C.7.n.4 of Form N-CEN. Also, the average dollar amount of borrowings and average interest rate associated with the reverse repurchase agreements should be disclosed going forward in accordance with the requirements of Regulation SX.6-07.
Response:
Going forward, the Form N-CEN will be updated to report the responses, if necessary, to Items C.7.n.3 or C.7.n.4 of Form N-CEN. Also going forward, the average dollar amount of borrowings and average interest rate associated with the reverse repurchase agreements will be disclosed, if required.
`
NLFT
Princeton Adaptive Premium Fund
Comment 5:
Going forward, please consider enhancing the disclosure in the Notes to Financial Statements regarding the volume of derivative activity that the fund engaged in during the reporting period.
Response:
While the Registrant believes that the current disclosure properly addresses the current requirement regarding the volume of activity involving derivative transactions, additional consideration will be given to enhancing the disclosure in future reporting.
NLFT II
North Star Funds
Comment 6:
Please review the language in the prospectus and footnotes to financial statements relating to the expense waiver recoupment for consistency in future filings.
Response:
The Registrant will revise the language as needed to ensure consistency in future filings.
NLFT IV
Anchor Risk Managed Income Strategies Fund
Comment 7:
Item B.22 of Form N-CEN indicated that the Fund had a NAV Error during the reporting period. Please describe the nature and circumstances of the error and associated internal control implications and amounts that have been reimbursed to the Fund, if any.
Response:
On 6/3/2024, widely reported NYSE Arca issues occurred and trading was halted on a number of stocks in the market. Amongst that group was the ticker NUSI (Nationwide Nasdaq-100 Risk Managed ETF). Trading on the security resumed the same day, hours after the intial halt. Anchor Risk Managed Income Strategies fund owned 28,000 shares of NUSI that priced at an ICE reported close of $11.36, down approximately 50% from the 5/31/24 market close. This price was verified to the standard second source of Refinitiv as well as an additional third-party source, Marketwatch. This closing price was widely reported across all sources available to the advisor as well. Upon market open on 6/4/24, it was discovered that the exchanges had updated the final correct closing price on 6/3/24 to $23.95. The NAV impact resulting from the update to the security price was greater than 0.50% of Fund net assets. As a result, all shareholder activity was reprocessed for 6/3/24.
NLFT
Deer Park Total Return Credit Fund
Comment 8:
A material weakness in internal controls was identified in the most recent fiscal year. Please describe what caused the material weakness and what was done to ensure that the internal controls are effective going forward.
Response:
The material weakness identified by the Fund auditors related to the Fund’s internal controls to prevent and/or detect errors in the calculation of interest income and related amortization adjustments to the cost basis of certain interest only securities held by the Fund during the year ended September 30, 2024. Adjustments, which had no effect to the net assets or net asset value per share, were recorded by the Fund to correct these misstatements in the Fund’s September 30, 2024 financial statements. In response to the material weakness, management has implemented controls to prevent and/or timely detect similar errors in the future which include; 1) receiving information for interest only securities from the adviser which will enable the calculation of interest income and related amortization adjustments in a more accurate manner; 2) an automated rule in the fund accounting system which flags instances where amortization adjustments are inconsistent with expectations; 3) a periodic review by senior management to confirm there are no unusual cost to market value relationships.
NLFT III
Persimmon Long/Short Fund
Comment 9:
In the Growth of an Investment graph, the fund is showing $10,000 as the initial investment, however, the minimum initial investment is $100,000. Going forward, please be sure to use the minimum initial investment if greater than $10,000.
Response:
The Registrant will revise the line graph in future shareholder reports to reflect an initial investment of $100,000 pursuant to the requirements of Item 27 of Form N-1A.
NLFT
Navigator Tactical Fixed Income Fund
Comment 10:
There is language in the principal investment strategies section of the prospectus which states “the Fund may invest in affiliated mutual funds and affiliated mutual funds”. Please correct this language for future filings.
Response:
Going forward, the language in the principal investment strategies section of the prospectus will be updated to read “the Fund may invest in affiliated mutual funds and nonaffiliated mutual funds”.
NLFT
Navigator Tactical Fixed Income Fund
Comment 11:
The fee table included in the February 28, 2025 prospectus reflects fee waivers, however, there is no footnote disclosure describing the nature of the waiver. Please explain and include such disclosure in future filings.
Response:
The adviser has agreed to voluntarily waive its net advisory fee on the portion of the Fund’s net assets that are invested in one of its affiliated funds. Going forward, there will be a footnote disclosure describing the nature of such waiver in the prospectus fee table, similar to that included in the Fund’s financial statements.
NLFT
Navigator Tactical Fixed Income Fund
Comment 12:
The financial statements reflect open credit default contracts. Going forward, disclose the payment frequency of the credit default contracts in accordance with the requirements of Regulation SX.12-13C.
Response:
Effective with the 7/31/25 schedule of investments filed with Form N-PORT, the payment frequency for each credit default contract is disclosed and will be included in the schedule of investments in future financial statements filed with Form N-CSR.
NLFT IV
Inspire International ETF
Comment 13:
The ETF classifies its investment in the schedule of investments by industry. Please consider including a summary table to reflect investments by country concentration.
Response:
Going forward, a summary table to reflect investments by country concentration will be included on the schedule of investments.
NLFT
Toews Tactical Income Fund
Comment 14:
The Fund had $381 million in cash and cash equivalents reflected in the Statement of Assets and Liabilities. Please confirm this was not invested in anything that should be disclosed in the Schedule of Investments?
Response:
The Registrant confirms that the amount reported as cash and cash equivalents was not invested in anything requiring disclosure in the Schedule of Investments.
NLFT
Princeton Adaptive Premium Fund
Comment 15:
The financial statements reflect advisory fees waived of $212,000 during the period with a Due From Adviser amount of $103,000 reported on the Statement of Assets and Liabilities. Please describe the frequency that the Due From Adviser account is settled and if those terms are the same as fee payments made to the adviser.
Response:
The Due From Adviser amount associated with the operating expense limitation agreement is expected to be settled on a monthly basis, which is the same frequency with which any fee payments from the fund would be made to the adviser. In this case, the Adviser funds the reimbursement via check and there was a delay in forwarding the check received by the administrator to the fund’s custodian bank for processing. Going forward, we have asked for any reimbursement payments to be funded via bank wire or ACH for timely application. All outstanding amounts were settled shortly after the fiscal year end.
NLFT
13D Activist Fund
Comment 16:
The financial statements reflect income related to foreign tax reclaims. Please describe the fund’s accounting policy related to foreign tax reclaims and consider including such disclosure in the footnotes to financial statements for future filings.
Response:
Gong forward, the Registrant will include the following disclosure in the footnotes to the financial statements, “Withholding taxes on foreign dividends, if applicable, are paid (a portion of which may be reclaimable) or provided for in accordance with the applicable country’s tax rules and rates and are disclosed in the Statements of Operations. Withholding tax reclaims are filed in certain countries to recover a portion of the amounts previously withheld. The Fund records a reclaim receivable based on a number of factors, including a jurisd