TRANSFER AGENCY SERVICE AGREEMENT

between

NORTHERN LIGHTS VARIABLE TRUST

and

INDEX

SECTION 1.

APPOINTMENTAND DELIVERY OF DOCUMENTS.

3

SECTION 2.

DUTIES OF GFS.

4

SECTION 3.

FEES AND EXPENSES.

8

SECTION 4.

ISSUANCE AND TRANSFER OF SHARES.

9

SECTION 5.

SHARE PURCHASES; ELIGIBILITY TO RECEIVE DISTRIBUTIONS.

10

SECTION 6.

STANDARD OF CARE AND INDEMNIFICATION.

10

SECTION 7.

REPRESENTATIONS AND WARRANTIES.

12

SECTION 8.

CONFIDENTIALITY.

13

SECTION 9.  PROPRIETARY INFORMATION.

14

SECTION 10.  EFFECTIVE DATE, TERM, AND TERMINATION.

14

SECTION 11.  ADDITIONAL FUNDS AND CLASSES.

15

SECTION 12.  ASSIGNMENT

15

SECTION 13.  LIAISON WITH ACCOUNTANTS

15

SECTION 14.  SUBCONTRACTORS.

16

SECTION 15.  MISCELLANEOUS.

16

SCHEDULE A - FUNDS TO BE SERVICED

19

SCHEDULE B FEES AND EXPENSES

20

SCHEDULE C AML CUSTOMER IDENTIFICATION PROGRAM DELEGATION

23

NORTHERN LIGHTS VARIABLE TRUST

TRANSFER AGENCY SERVICE AGREEMENT

AGREEMENT made this 6^th day of March 2006, by and between the NORTHERN LIGHTS VARIABLE TRUST, a Delaware statutory trust, having its principal office and place of business at 450 Wireless Blvd., Hauppauge, NY 11788 (the Trust), and Gemini Fund Services, LLC, a Nebraska limited liability company having its principal office at 450 Wireless Blvd., Hauppauge, NY 11788 (GFS).

WHEREAS, the Trust is an open-end management investment company registered with the United States Securities and Exchange Commission (SEC) under the Investment Company Act of 1940, as amended (the 1940 Act); and

WHEREAS, the Trust is authorized to issue shares (Shares) in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and

WHEREAS, the Trust offers shares in the series as listed in Schedule A hereto (each such series, together with all other series subsequently established by the Trust and made subject to this Agreement in accordance with Section 11, being herein referred to as a Fund, and collectively as the Funds); and

WHEREAS, the Trust desires that GFS perform certain transfer agency and dividend disbursing services for each Fund and GFS is willing to provide those services on the terms and conditions set forth in this Agreement;

NOW THEREFORE, for and in consideration of the mutual premises and covenants contained herein, the Trust and GFS hereby agree as follows:

SECTION 1.

APPOINTMENT AND DELIVERY OF DOCUMENTS.

(a)

The Trust, on behalf of each Fund listed in Schedule A, hereby appoints GFS as (i) transfer agent for the authorized and issued Shares of the Funds, (ii) dividend disbursing agent, and (iii) agent in connection with any accumulation, open-account or similar plans provided to the registered owners of shares of any of the Funds (Shareholders) as set out in the currently effective prospectuses and statements of additional information of the applicable Fund, including, without limitation, any periodic investment plan or periodic withdrawal program.  GFS accepts such appointment and agrees to furnish the services herein set forth in return for the compensation as provided in Section 3 of this Agreement.

(b)

In connection therewith, the Trust has delivered to GFS copies of:

(i)

   the Agreement and Trusts Declaration of Trust and By-laws (collectively, as amended from time to time, Organizational Documents);

(ii)

   the Trusts Registration Statement on Form N-1A and all amendments thereto filed with the SEC pursuant to the Securities Act of 1933, as amended (the Securities Act), and the 1940 Act (the Registration Statement);

(iii)

the Trusts notification of registration under the 1940 Act on Form N-8A as filed with the SEC;

(iv)

the Trusts current Prospectus and Statement of Additional Information of each Fund (collectively, as currently in effect and as amended or supplemented, the Prospectus);

(v)

procedures adopted by the Trust in accordance with Rule 17a-7 with respect to affiliated transactions.

(c)

The Trust shall promptly furnish GFS with all amendments of or supplements to the foregoing and shall deliver to GFS a certified copy of the resolution of the Board of Directors of the Trust (the Board) appointing GFS and authorizing the execution and delivery of this Agreement.

SECTION 2.

DUTIES OF GFS.

(a)

Transfer Agency Services.  In accordance with procedures established from time to time by agreement between the Trust on behalf of each of the Funds, as applicable, and GFS, GFS will perform the following services:

(i)

   provide the services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program) that are customary for open-end management investment companies including:

(A)

maintaining all Shareholder accounts;

(B)

preparing Shareholder meeting lists;

(C)

preparing and certifying direct Shareholder lists in conjunction with proxy solicitations;

(D)

preparing periodic mailing of year-end tax and statement information;

(E)

mailing Shareholder reports and prospectuses to current Shareholders;

(F)

withholding taxes on U.S. resident and non-resident alien accounts;

(G)

preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required by federal authorities with respect to distributions for Shareholders;

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