0001387131-22-003563.txt : 20220311 0001387131-22-003563.hdr.sgml : 20220311 20220311131301 ACCESSION NUMBER: 0001387131-22-003563 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20211231 FILED AS OF DATE: 20220311 DATE AS OF CHANGE: 20220311 EFFECTIVENESS DATE: 20220311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Milliman Variable Insurance Trust CENTRAL INDEX KEY: 0001844255 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-23710 FILM NUMBER: 22732227 BUSINESS ADDRESS: STREET 1: 71 S. WACKER DRIVE STREET 2: 31ST FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 726-0677 MAIL ADDRESS: STREET 1: 71 S. WACKER DRIVE STREET 2: 31ST FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 0001844255 S000073347 Milliman 6-Year Buffered S&P 500 with Par Up Outcome Fund - Jul (I) C000230164 Class 3 0001844255 S000073350 Milliman 6-Year Parred Down S&P 500 with Par Up Outcome Fund - Jul (I) C000230167 Class 3 N-CSR 1 mvit-ncsr_123121.htm CERTIFIED ANNUAL SHAREHOLDER REPORT

 

 

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 811-23710

 

Milliman Variable Insurance Trust
(Exact name of Registrant as specified in charter)

 

71 South Wacker Drive, 31st Floor 

Chicago, IL 60606
(Address of principal executive offices) (Zip code)

 

Ehsan Sheikh

71 South Wacker Drive, 31st Floor 

Chicago, IL 60606
(Name and address of agent for service)

 

(312) 726-0677

Registrant’s telephone number, including area code

 

Date of fiscal year end: December 31, 2021

 

Date of reporting period: September 24, 2021 through December 31, 2021

  

 

 

Item 1. Reports to Stockholders.

 

(a) 

 

Milliman Variable Insurance Trust

 

Annual Report

 

December 31, 2021

 

Milliman 6-Year Buffered S&P 500 with Par Up Outcome Fund - Jul (I) 

Milliman 6-Year Parred Down S&P 500 with Par Up Outcome Fund - Jul (I)

 

 

 

Table of Contents Page
   
Financial Statements 1
Statements of Assets and Liabilities and Statements of Operations 1
Report of Independent Registered Public Accounting Firm 6
Approval of Investment Advisory Agreements 7
Trustees and Executive Officers of the Trust 9
Additional Information 11

 

 

 

 

Statements Of Assets And Liabilities
December 31, 2021

 

   Milliman 6-Year
Buffered S&P
500 with Par Up
Outcome Fund -
Jul (I)
   Milliman 6-Year
Parred Down S&P
500 with Par Up
Outcome Fund -
Jul (I)
 
Assets        
Cash  $50,000   $50,000 
Receivable from Advisor for reimbursement of organizational costs (Note 2)   1,891    1,891 
Deferred offering costs (Note 2)   17,307    17,307 
Total Assets   69,198    69,198 
           
Liabilities          
Payable to Advisor (Note 2)   17,307    17,307 
Organizational costs payable (Note 2)   1,891    1,891 
Total Liabilities   19,198    19,198 
           
Net Assets  $50,000   $50,000 
           
Net Assets Consist of:          
Paid-in capital  $50,000   $50,000 
           
   Class 3   Class 3 
Class 3 Shares          
Net assets  $50,000   $50,000 
Shares issued and outstanding (unlimited shares authorized at a par value of $0.001 per share)   5,000    5,000 
Net asset value, offering price and redemption price per share  $10.00   $10.00 
           
Statements Of Operations
For The Period September 24, 2021 Through December 31, 2021
           
Expenses          
Organizational expenses (Note 2)  $28,950   $28,950 
Less: Expenses reimbursed by Advisor (Note 3)   (28,950)   (28,950)
Net Income  $   $ 

 

The accompanying notes are an integral part of these financial statements.

 

1

 

 

Notes to Financial Statements

December 31,2021

 

1. Organization

 

Milliman Variable Insurance Trust (the “Trust”) is an open-end management investment company organized under the laws of the state of Delaware on November 2, 2020. The Milliman 6-Year Buffered S&P 500 with Par Up Outcome Fund – Jul (I) and the Milliman 6-Year Parred Down S&P 500 with Par Up Outcome Fund – Jul (I) (each a “Fund” and, together, the “Funds”) are series of the Trust and classified as non-diversified under the Investment Company Act of 1940, as amended (the “1940 Act”).

The Milliman 6-Year Buffered S&P 500 with Par Up Outcome Fund – Jul (I) seeks to provide exposure to the S&P 500 Index, while providing a buffer against the first 20% of losses associated with S&P 500 Index performance and participating in S&P 500 Index gains at a declared rate, prior to taking into account any fees or expenses or the performance of any f ixed income exposure included in the Fund’s portfolio, over a six-year period. The Milliman 6- Year Parred Down S&P 500 with Par Up Outcome Fund – Jul (I) seeks to provide exposure to the S&P 500 Index, while limiting losses to 50% of losses associated with S&P 500 Index performance and participating in S&P 500 Index gains at a declared rate, prior to taking into account any fees or expenses or the performance of any fixed income exposure included in the Fund’s portfolio, over a six-year period. Shares are available as underlying investment options for variable insurance contracts and variable life insurance policies issued by insurance companies. All shares of the Funds have equal rights and privileges. Both Funds currently offer only Class 3 shares. Class 3 shares have no front-end sales load, deferred sales charge, or redemption fee.

 

As of December 31, 2021, the Funds had not yet commenced investment operations. The only transactions of the Funds since inception have been the initial sale on September 24, 2021 of 5,000 Class 3 shares of each of the Funds to Milliman Financial Risk Management LLC (“Milliman” or “Advisor”), which represented the initial capital at $10 per share.

 

2. Significant Accounting Policies

 

The following is a summary of significant accounting policies consistently followed by each Fund in the preparation of its financial statements. These policies are in conformity with U.S. generally accepted accounting principles (“GAAP”). The Trust is an investment company and follows accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, “Financial Services - Investment Companies.”

 

2

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities, as well as reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

 

Subsequent Events

 

Management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued and has determined that no additional items require recognition or disclosure.

 

Federal Income Taxes

 

Each Fund intends to elect and qualify to be taxed as a “regulated investment company” pursuant to Subchapter M of the Internal Revenue Code of 1986, as amended, and distribute substantially all of its investment company net taxable income and net capital gains to shareholders. Therefore, no federal income tax provision is required.

 

Organizational and Offering Costs

 

Organizational and offering costs directly attributable to a series of the Trust are charged to that series, such as certain registration fees, while expenses which are attributable to more than one series are allocated among the respective series on a pro rata basis.

 

Organizational costs are expensed as incurred and include legal fees pertaining to the organization of the Trust, costs of forming the Funds, drafting of bylaws, servicing agreements, and audit fees for the initial seed audits. Offering costs are recorded as a deferred asset and will be amortized on a straight-line basis for a period of twelve months upon commencement of operations of each Fund. Offering costs include legal fees pertaining to the preparation, review and filing of each Fund’s initial registration statement with the SEC, and printing, mailing or other distribution charges related to each Fund’s prospectus and statement of additional information. As of December 31, 2021, the total amount of organizational costs incurred by the Trust was $ 585,516, of which each Fund incurred $28,950. As of December 31, 2021, the total amount of offering costs incurred by the Trust was $414,222, of which each Fund incurred $17,307. As of December 31, 2021, Milliman paid $499,989 and $313,369 of the organizational and deferred offering costs of the Trust, of which $27,059 and $17,307, respectively, was paid on behalf of each Fund. The total amount of organizational costs and offering costs are subject to the Funds’ Expense Limitation Agreement (See Note 3).

  

3

 

 

3. Advisory Fees and Other Agreements

 

The Trust has an Investment Advisory Agreement with Milliman to furnish investment advisory services to the Funds. Pursuant to the Investment Advisory Agreement, Milliman is entitled to receive, on a monthly basis, an annual advisory fee equal to 0.49% of each Fund’s average daily net assets.

 

Milliman has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit each Fund’s total annual Fund operating expenses (which include any offering and organizational expenses, but exclude taxes, interest, brokerage fees and commissions, Rule 12b-1 fees, acquired fund fees and expenses, short-sale dividend expenses, and extraordinary or non -routine expenses not incurred in the ordinary course of each Fund’s business) to 0.74% of each Fund’s average daily net assets (the “Expense Limitation Agreement”) until at least December 31, 2022. During its term, the Expense Limitation Agreement cannot be terminated or amended to increase the applicable limit without approval of the Board of Trustees of the Trust (the “Board”). Milliman may recoup from each Fund any advisory fees waived or expenses reimbursed pursuant to the applicable Expense Limitation Agreement for a period of three years from the date on which such waiver or reimbursement occurred; provided, however, that such recoupment shall not be made if it would cause the Fund’s total annual Fund operating expenses to exceed the lesser of (a) the expense limitation in effect at the time of the reimbursement, or (b) the expense limitation in effect at the time of recoupment, if any. Organizational expenses reimbursed are subject to recoupment until September 24, 2024. In addition to the contractual expense reimbursements, Milliman voluntarily reimbursed $370 of organizational costs, which are not subject to recoupment.

 

In addition to the Expense Limitation Agreement, Milliman has contractually agreed to waive its advisory fees in an amount equal to each Fund’s acquired fund fees and expenses until at least December 31, 2022. This contract cannot be terminated or modified for a Fund without the consent of the Board.

 

U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services, a subsidiary of U.S. Bancorp, serves as each Fund’s fund accountant, administrator, and transfer agent pursuant to certain fund accounting servicing, fund administration servicing and transfer agent servicing agreements. U.S. Bank National Association, a subsidiary of U.S. Bancorp, serves as the Funds’ custodian pursuant to a custody agreement. Foreside Fund Services, LLC (the “Distributor”) serves as the Funds’ distributor pursuant to a distribution agreement.

 

The Trust has adopted a Distribution Plan under Rule 12b-1 (“Rule 12b-1 Plan”) of the 1940 Act with respect to each Fund’s Class 3 shares. The Distribution Plan permits each Fund to pay the Distributor, as the Funds’ principal underwriter, for expenses associated with the distribution of Class 3 shares of the Funds. Under the Distribution Plan, the Distributor is paid an annual f ee of 0.25% of the average daily net assets of Class 3 shares. All Rule 12b-1 Plan payments received by the Distributor shall be used solely for distribution-related expenses and shall not be retained as profit by the Distributor. Accordingly, no compensation is payable by the Funds to the Distributor for such distribution services.

 

4

 

Certain employees of Foreside Fund Officer Services, LLC, an affiliate of the Distributor, serve as Treasurer and Principal Financial Officer and Chief Compliance Officer and Anti-Money Laundering Officer to the Trust.

 

Certain Trustees and Officers of the Trust are also Officers or employees of Milliman, and during their terms of office, receive no compensation from the Funds. During the period September 24, 2021 through December 31, 2021, each Fund incurred aggregate Trustee f ees of $1,641 relating to the organization of the Trust.

 

5. Beneficial Ownership

 

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a Fund creates a presumption of control of that Fund, under Section 2(a)(9) of the 1940 Act. As of December 31, 2021, Milliman owned 100% of the outstanding shares of the Funds.

 

6. Guarantees and Indemnifications

 

In the normal course of business, the Funds enter into contracts with service providers that contain general indemnification clauses. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred.

 

5

 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of Milliman 6- Year Buffered S&P 500 with Par Up Outcome Fund – Jul (I) and Milliman 6-Year Parred Down S&P 500 with Par Up Outcome Fund – Jul (I) and Board of Trustees of Milliman Variable Insurance Trust

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities of Milliman 6-Year Buffered S&P 500 with Par Up Outcome Fund – Jul (I) and Milliman 6-Year Parred Down S&P 500 with Par Outcome Fund – Jul (I) (the “Funds”), each a series of Milliman Variable Insurance Trust, as of December 31, 2021, the related statements of operations for the period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the each of the Funds as of December 31, 2021, and the results of their operations for the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ 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 Funds 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.

 

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 and confirmation of cash owned as of December 31, 2021, by correspondence with the custodian. 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. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Funds’ auditor since 2021.

 

 

COHEN & COMPANY, LTD.

Cleveland, Ohio

March 1, 2022

 

6

 

Apporval Of Investment Advisory Contracts (Unaudited)

 

At a meeting held on July 15, 2021, the Board of Trustees (the “Board” or the “Trustees”) of the Milliman Variable Insurance Trust (the “Trust”), including the Trustees who are not “interested persons” (as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Trust (the “Independent Trustees”), voting separately, reviewed and unanimously approved the Investment Advisory Agreement (the “Investment Advisory Agreement”) between Milliman Financial Risk Management LLC (the “Adviser”) and the Trust, on behalf of the following series of the Trust (each, a “Fund,” and together, the “Funds”):

 

Milliman 6-Year Buffered S&P 500 with Par Up Outcome Fund – Jul (I)

Milliman 6-Year Parred Down S&P 500 with Par Up Outcome Fund – Jul (I)

 

During the meeting, the Independent Trustees had met in executive session with counsel and had discussed the proposed Investment Advisory Agreement and the requirements under the 1940 Act that apply to the Board’s consideration and approval of the Investment Advisory Agreement. In considering the Investment Advisory Agreement, the Board, including the Independent Trustees, reviewed the Board materials and other information from counsel and from the Adviser, including: (i) a copy of the form of Investment Advisory Agreement; (ii) information describing the nature, quality and extent of the services that the Adviser expects to provide to the Funds; (iii) information concerning the financial condition, business, operations, portfolio management teams, and compliance program of the Adviser; (iv) information describing each Fund’s proposed investment advisory fee and operating expenses; (v) a copy of the current Form ADV for the Adviser; and (vi) a memorandum from Trust counsel regarding the responsibilities of the Trustees in considering investment advisory arrangements under the 1940 Act. The Board also considered presentations made by, and discussions held with, representatives of the Adviser. The Board also received information comparing the proposed advisory fees and expenses of each Fund to other investment companies being offered to insurance company separate accounts that also utilize options-based strategies to provide targeted outcomes.

 

During its review of this information, the Board focused on and analyzed the factors that the Board deemed relevant, including: (i) the nature, extent and quality of the services expected to be provided to each Fund by the Adviser; (ii) the Adviser’s personnel and operations; (iii) the Funds’ proposed expense levels; (iv)   any “fall-out” benefits to the Adviser (i.e., the ancillary benefits realized by the Adviser from the Adviser’s relationship with the Trust); (v) the effect of asset growth on a Fund’s expenses; and (vi) possible conflicts of interest.

 

The Board, including the Independent Trustees, considered the following in respect of the Funds:

 

(a)            The nature, extent and quality of services expected to be provided to the Funds by the Adviser, including personnel and operations of the Adviser. The Board reviewed the services that the Adviser was expected to provide to the Funds. The Board noted the responsibilities that the Adviser would have as each Fund’s investment adviser, including: the responsibility for the management and investment of the Fund’s portfolio; executing portfolio security and other asset trades; monitoring compliance with the Fund’s investment objective, policies and limitations; the responsibility for quarterly reporting to the Board; the oversight of general portfolio compliance with relevant law; and the implementation of Board directives as they relate to the Funds.

 

The Board reviewed the Adviser’s experience in managing other portfolios. Based on its consideration and review of the foregoing information, the Board determined that the Funds were likely to benefit from the nature, quality and extent of these services, as well as the Adviser’s ability to render such services based on its experience, personnel, operations and resources.

 

7

 

(b)           Comparison of services expected to be provided and fees to be paid, and the cost of the services to be provided and profits to be realized by the Adviser from the relationship with the Funds; “fall-out” benefits. The Board compared both the services to be provided to the Funds by the Adviser and the related fees to those of other investment advisers with respect to similar funds. In particular, the Board compared each Fund’s proposed advisory fee and projected expense ratio to other investment companies the Adviser considered to be similar to the Funds, even if not necessarily in the same peer group due to the unique strategies proposed to be implemented by the Adviser in managing the Funds. The Board noted that the Adviser proposed to enter into an Expense Limitation Agreement whereby the Adviser would waive advisory fees and/or reimburses expenses to keep each Fund’s expenses from exceeding certain levels. The Board also considered the additional fee waiver agreement, pursuant to which the Adviser would agree to waive its advisory fee in an amount equal to the acquired fund fees and expenses incurred by each Fund. The Board also noted that because the Trust was proposed to commence operations the following year, they would not need to consider the anticipated costs and projected profitability of the Adviser in connection with its serving as investment adviser to the Funds, including operational costs. After comparing each Fund’s proposed fees with those of other funds utilizing similar strategies, and in light of the nature, quality and extent of services proposed to be provided by the Adviser and the costs expected to be incurred by the Adviser in providing those services, the Board concluded that the level of fees proposed to be paid to the Adviser with respect to the Funds was fair and reasonable.

 

The Board considered that the Adviser may experience certain “fall-out” benefits based on the potential success of the Funds, but that such benefits are not presently quantifiable. The Board noted that the Trust’s service providers are not affiliated with the Adviser, so that such services do not give rise to “fall-out” benefits for the Adviser.

 

(c)            The extent to which economies of scale would be realized as the Funds grow, and whether fee levels would reflect such economies of scale. The Board discussed potential economies of scale. Because the Trust was newly formed, the Funds had not commenced operations, and the eventual amount of Fund assets was uncertain, the Adviser was not able to provide the Board with specific information concerning the extent to which economies of scale would be realized as the Funds grow and whether fee levels would reflect such economies of scale, if any. The Board recognized the uncertainty in launching new investment products and estimating future asset levels.

 

(d)            Investment performance of the Funds and the Adviser. Because the Funds were newly formed and had not commenced operations, the Board did not consider the investment performance of the Funds. The Board considered the performance of the Adviser and the portfolio managers in managing other discretionary investment management accounts.

 

Conclusion. No single factor was determinative to the decision of the Board. Based on the foregoing and such other matters as were deemed relevant, the Board concluded that the proposed advisory fees and projected total expense ratios for the Funds were reasonable in relation to the services to be provided by the Adviser to the Funds, as well as the costs to be incurred and benefits to be gained by the Adviser in providing such services. The Board also found the proposed advisory fees to be reasonable in comparison to the fees charged by advisers to other similar funds. As a result, the Board, including the Independent Trustees, concluded that the initial approval of the Investment Advisory Agreement was in the best interests of the Funds.

 

8

 

 

The following table provides information about each Trustee and officer of the Trust. The address of each Trustee and officer is 71 South Wacker Drive, 31st Floor, Chicago, IL 60606. The Trust’s Statement of Additional Information includes additional information about the Trustees and is available, without charge and upon request, by calling 1-855-700-7959.

 

Trustees And Executive Officers Of The Trust

 



Name and Year
of Birth
Position with the
Trust
Term of Office
and Length of
Time Served
Principal Occupation
During Past Five Years
Number
of Funds
in Fund
Complex
Overseen
by
Trustees
Other Directorships Held
During Past Five Years
Independent Trustees
of the Trust1
 
Eric Berg
(1958)
Trustee Since July 2021 Chief Financial Officer of Midwest Holding Inc. (insurance and asset management company) since 2022; (Owner of With You in Mind (independent analysis and research firm for insurance, asset management and wealth-management topics) since 2019; Chief Financial Officer of Aviva India from 2018 to 2019; Investment Banker at Macquarie Capital from 2016 to 2018. 59 None
Nicholas Dalmaso
(1965)
Lead Independent Trustee Since July 2021 General Counsel of M1 Holdings Inc. and M1 Finance LLC (FINRA registered Broker/Dealer) since 2014; Founder/CEO of Sound Capital Holdings, Sound Capital Distributors (a FINRA registered Broker/Dealer) and Sound Capital Solutions (an Investment Advisor) since 2020; Chief Compliance Officer if M1 Finance LLC from 2014 to 2019. 59

Chair of Destra Capital Management Investment Company Board (4 portfolios) since 2010; Independent Director of Keno/Kozie Associates (IT Consulting) from 2016 to 2018.

Daniel Ross Hayes
(1957)
Trustee Since July 2021 Director, Treasurer and Investment Committee Chair of ShoreRivers, Inc. (non-profit clean water advocacy corporation) since 2017. 59

None

 

Colleen McKenna Tucker
(1970)
Trustee Since September 2021 Executive Director of International Insurance Society (membership organization for the risk and insurance industry) since 2004. 59

None

 

  

9

 

 

Name and Year
of Birth
Position with the
Trust
Term of Office
and Length of
Time Served
Principal Occupation
During Past Five Years
Number
of Funds
in Fund
Complex
Overseen
by
Trustees
Other Directorships Held
During Past Five Years
Interested Trustee
of the Trust
     
Adam Schenck2
(1981)
Chair of the Board, President and Interested Trustee Since November 2020 Principal Managing Director – Head of Fund Services of Milliman Financial Risk Management LLC since 2005. 59 None
Officers of the Trust          
Arthur W. Jasion
(1965)
Treasurer and Principal Financial Officer Since July 2021 Senior Director and Fund Principal Financial Officer of Foreside Management Services, LLC since 2020; Partner, Ernst & Young LLP from 2012 to 2020. N/A N/A
Roger Pries
(1965)
Chief Compliance Officer and Anti- Money Laundering Officer Since July 2021 Fund Chief Compliance Officer of Foreside Fund Officer Services, LLC since 2019; Compliance Officer from 2016 to 2019 and Operational Risk Manager/Vice President from 2007 to 2016 at Citi Fund Services. N/A N/A
Ehsan K. Sheikh
(1987)
Secretary and Chief Legal Officer Since July 2021 Senior Counsel of Milliman Financial Risk Management LLC since 2017; Associate Counsel from 2014 to 2017. N/A N/A

 

 

1 The Trustees of the Trust who are not “interested persons,” as defined under section 2(a)(19) of the 1940 Act, of the Trust (the “Independent Trustees”).

2 Adam Schenck is an “interested person,” as defined by the 1940 Act, of the Trust because of his employment by Milliman.

 

10

 

Additional Information (Unaudited)

 

Availability of Fund Portfolio Information

 

The Funds file complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Part F of Form N-PORT. The Funds’ Part F of Form N-PORT will be available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. For information on the Public Reference Room call 1 -800-SEC-0330. In addition, the Funds’ Part F of Form N-PORT will be available without charge upon request by calling 1-855-700-7959.

 

Availability of Proxy Voting Information

 

A description of the Funds’ Proxy Voting Policies and Procedures is available without charge, upon request, by calling 1-855-700-7959. Information regarding how the Funds voted proxies relating to the portfolio securities during the most recent 12 month period ended June 30, will be available (1) without charge, upon request, by calling 1-855-700-7959, or (2) on the SEC’s website at https://www.sec.gov.

 

11

 

 

Investment Adviser

Milliman Financial Risk Management LLC

71 South Wacker Drive, 31st Floor

Chicago, IL 60606

 

Administrator, Fund Accountant & Transfer Agent

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, WI 53202

 

Distributor 

Foreside Fund Services, LLC

Three Canal Plaza

Portland, ME 04101

 

Custodian 

U.S. Bank N.A. 

1555 North RiverCenter Drive, Suite 302

Milwaukee, WI 53212

 

Legal Counsel

Stradley Ronon Stevens & Young LLP

2005 Market Street, Suite 2600

Philadelphia, PA 19103

 

Independent Registered Public Accounting Firm 

Cohen & Company Ltd. 

1350 Euclid Ave., Suite 800 

Cleveland, OH 44115

 

 

 

(b)Not applicable.

 

Item 2. Code of Ethics.

 

The Registrant has adopted a code of ethics that applies to the Registrant’s principal executive officer and principal financial officer. The Registrant has not made any amendments to its code of ethics during the period covered by this report. The Registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

 

A copy of the Registrant’s Code of Ethics is filed herewith.

 

Item 3. Audit Committee Financial Expert.

 

The Registrant’s board of trustees has determined that there is at least one audit committee financial expert serving on its audit committee. Eric Berg is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

(a)  Audit Fees

 

For the fiscal period ended December 31, 2021, the Registrant’s principal accountant billed the Registrant $11,500 for professional services rendered for the audits of the Registrant’s financial statements or services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements.

 

(b) Audit-Related Fees

 

None.

 

(c) Tax Fees

 

None.

 

(d) All Other Fees

 

None.

 

(e)(1)The Registrant’s audit committee is responsible for the approval, prior to appointment, of the selection, retention or termination of the independent registered public accounting firm to provide audit, review or attest services to the Registrant. The audit committee is also responsible for the approval, prior to appointment, of the proposed scope of audit services and related fees and for the approval, prior to appointment, of all non-audit services to be provided by the independent registered public accounting firm to the Registrant (subject to certain exceptions), its investment adviser or any entity that controls, is controlled by, or is under common control with the investment adviser that provides ongoing services to the Registrant, when such non-audit services relates directly to the operations and financial reporting of the Registrant.

 

 

 

(e)(2)There were no services in paragraphs (b) through (d) above (including services required to be approved by the audit committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X) that were approved pursuant to the waiver provision of paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 

(f)None of the hours expended on the principal accountant’s engagement to audit the Registrant’s financial statements for the fiscal year ended December 31, 2021 were attributable to work performed by persons other than the principal accountant’s full-time, permanent employees.

 

(g) Aggregate non-audit fees.

 

None.

 

(h) Not applicable.

 

(i) Not applicable.

 

(j) Not applicable.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

 

Item 6. Investments.

 

Not applicable.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

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 Management Investment Company and Affiliated Purchasers.

 

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)The Registrant’s President/Principal Executive Officer and Treasurer/Principal Financial Officer have reviewed the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)(17 CFR 270.30a-3(c)) as of a date within 90 days of the filing of this report, based on their evaluation of these controls and procedures as required by Rule 30a-3(b) under the Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service providers.

 

(b)There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

 

Not applicable to open-end investment companies.

 

Item 13. Exhibits.

 

(a) (1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the Registrant intends to satisfy Item 2 requirements through filing an exhibit. Filed herewith.

 

(2) A separate certification for each principal executive and principal financial officer pursuant to Rule 30a-2(a) under the Act and Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

 

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Investment Company Act of 1940 sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons. Not applicable.

 

(4) Change in the Registrant’s independent public accountant. There was no change in the Registrant’s independent public accountant for the period covered by this report.

 

(b)Certifications pursuant to Rule 30a-2(b) under the Act and Section 906 of the Sarbanes-Oxley Act of 2002. 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)  Milliman Variable Insurance Trust

 

  By (Signature and Title) /s/ Adam Schenck
    Adam Schenck, President

 

  Date  March 11, 2022

 

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/ Adam Schenck
    Adam Schenck, President

 

  Date  March 11, 2022

 

  By (Signature and Title) /s/ Arthur W. Jasion
    Arthur W. Jasion, Treasurer and Principal Financial Officer

 

  Date  March 11, 2022

 

EX-99.CODE ETH 2 ex99-codeth.htm CODE OF ETHICS
 

 Milliman Variable Insurance Trust N-CSR

EX.99.CODE ETH

 

Milliman Variable Insurance Trust

 

Financial Code of Ethics for Chief Executive and Financial Officers

 

Introduction

 

Section 406 of the Sarbanes-Oxley Act of 2002 directed the U.S. Securities and Exchange Commission (“SEC”) to adopt rules requiring companies to disclose whether or not they have adopted a code of ethics for senior financial officers and, if not, why not. The SEC has adopted rules requiring registered investment companies to make such disclosures. These rules extend coverage to chief executive officers as well as senior financial officers, and require disclosure of waivers or substantive changes in any code. This Code of Ethics (this “Code”) addresses these requirements, and is different in nature and scope from the code of ethics adopted as required under Section 17(j) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17j-1 thereunder, which focuses on personal trading activities.

 

Policy Statement

 

It is the policy of the Milliman Variable Insurance Trust (the “Trust”) and each of its series (each, a “Fund,” and collectively, the “Funds”) to conduct their affairs in accordance with all applicable laws and governmental rules and regulations. This Code has been adopted by the Board of Trustees of the Trust (the “Board”) and applies to the persons appointed by the Board as the Trust’s Principal Executive Officer (“Trust PEO”), Principal Financial Officer (“Trust PFO”), and Chief Accounting Officer (Principal Accounting Officer) or any persons performing similar functions (“Covered Officers”). Each Covered Officer is personally responsible for adhering to the standards and restrictions imposed by applicable laws, rules and regulations, including those relating to affiliated transactions, accounting and auditing matters. This Code is designed to deter wrongdoing and promote:

 

a.honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

b.full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds;

 

c.compliance with applicable governmental laws, rules and regulations;

 

d.prompt internal reporting to the appropriate person of violations of this Code; and

 

e.accountability for adherence to this Code.

 

 

 

This Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide Covered Officers. In this regard, each Covered Officer must:

 

a.act with integrity, including being honest and candid while still maintaining the confidentiality of information where required by law or the Funds’ policies;

 

b.observe both the form and spirit of laws and governmental rules and regulations, and accounting standards;

 

c.adhere to high standards of business ethics; and

 

d.place the interests of the Funds and their shareholders before the Covered Officer’s own personal interests.

 

All activities of Covered Officers should be guided by and adhere to these fiduciary standards. Covered Officers should not hesitate to use available resources whenever it is desirable to seek clarification. Covered Officers are encouraged to consult with the Trust’s Chief Compliance Officer (“Trust CCO”) or the Chief Compliance Officer (“Adviser CCO”) of Milliman Financial Risk Management, LLC, the investment adviser to the funds (the “Adviser”), or other appropriate resources, when in doubt about the best course of action in a particular situation.

 

Conflicts of Interest

 

Covered Officers should handle ethically actual and apparent conflicts of interest. A “conflict of interest” occurs when an individual’s personal interests actually or potentially interfere with the interests of a Fund or its shareholders. A conflict of interest can arise when a Covered Officer takes actions or has interests that may make it difficult to perform his duties as a Fund officer objectively and effectively. Service to the Funds should never be subordinated to either a direct or indirect personal gain or advantage.

 

Certain conflicts of interests arise out of the relationships between Covered Officers and the Funds that already are subject to conflict of interest provisions in the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Funds because of their status as “affiliated persons” of the Funds. The compliance programs and procedures of the Funds and the Adviser are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.

 

Actual or apparent conflicts may arise from, or as a result of, the contractual relationship between the Funds and the Adviser (or other service provider, e.g., the administrator) of which the Covered Officers are also officers or employees. It is recognized by the Board that the Covered Officers will, in the normal course of their duties, be involved in establishing policies and implementing decisions that will have different effects on the Adviser and the Funds. The Board recognizes that the participation of the Covered Officers in such activities is inherent in the contractual relationship between the Funds and the Adviser, and is consistent with the Board’s understanding of the performance by the Covered Officers of their duties as officers of the Funds. Nonetheless, each Covered Officer recognizes that, as an Officer of the Funds, he or she has a duty to act in the best interests of the Funds and their shareholders.

 

2

 

If a Covered Officer believes that his or her responsibilities as an officer or employee of the Adviser (or other service provider) are likely to materially compromise his or her objectivity or ability to perform the duties of his or her role as an officer of the Funds, he or she should consult with the Trust CCO or the Adviser CCO. A Covered Officer should also consider whether to present the matter to the Board or an appropriate committee thereof.

 

In addition, each Covered Officer must:

 

a.avoid conflicts of interest wherever possible;

 

b.not use his or her personal influence or personal relationships to influence investment decisions or financial reporting by a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund;

 

c.not engage in personal, business or professional relationships or dealings which would impair his or her independence of judgment or adversely affect the performance of his or her duties in the best interests of the Funds and their shareholders; and

 

d.not cause a Fund to take action, or fail to take action, for the personal benefit of the Covered Officer rather than the benefit of the Fund.

 

Conflicts of interest may not always be evident and Covered Officers should consult with the Trust CCO if they are uncertain about any situation. Examples of possible conflicts of interest include:

 

a.Personal Business Transactions. A Covered Officer may not cause a Fund to engage in any business transaction with his or her immediate family members or utilize the Covered Officer’s relationship with the Fund to cause any third party to engage in any business transaction with his or her immediate family members. This provision is not intended, however, to restrict Covered Officers and their immediate family members from purchasing or redeeming shares of the Fund (through an insurance company variable contract) as long as such purchases or redemptions are made in accordance with the procedures, limitations and restrictions set forth in the Fund’s registration statement. For the purposes of this code, the term “immediate family” means a Covered Officer’s spouse, sibling, child, parent, brother- or sister-in-law, or a spouse, sibling, child or parent of any of the foregoing.

 

b.Use of Nonpublic or Confidential Information. A Covered Officer may not use, or disclose to a third party, non-public or confidential information about a Fund or its activities or any of the Fund’s service providers for the purpose of personal gain by the Covered Officer or his or her immediate family members (including, but not limited to, securities transactions based on such information).

 

3

 

c.Outside Employment or Activities. A Covered Officer may not engage in any outside employment or activity that interferes with his or her duties and responsibilities with respect to the Funds or is otherwise in conflict with or prejudicial to the Funds. A Covered Officer must disclose to the Trust CCO any outside employment or activity that may constitute, or appear to constitute, a conflict of interest and obtain the requisite approval before engaging in such employment or activity. Any such employment or activity is permissible only if it would not be inconsistent with the best interests of the Funds and their shareholders.

 

d.Gifts. A Covered Officer may not accept any gift, entertainment, favor, or loan from any person or entity that does, or seeks to do, business with the Funds, which goes beyond the courtesies generally associated with accepted business practice. Non-cash gifts of a de minimis nature are considered to be within accepted business practices. Cash gifts of any amount are strictly prohibited. Entertainment (in the form of meals, tickets to events or otherwise) must be reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety.

 

e.Corporate Opportunities. A Covered Officer may not exploit, for his or her own personal gain or the personal gain of immediate family members, opportunities that are discovered through the use of Fund property, information, or the Covered Officer’s position unless the opportunity is fully disclosed, in writing, to the Board and the Board declines to pursue such opportunity on behalf of the Funds.

 

f.Other Situations. Because other conflicts of interest may arise, it is not practical to list in this Code all possible situations that could result in a conflict of interest. If a proposed transaction, interest, personal activity, or investment raises any questions, concerns or doubts, a Covered Officer should consult with the Trust CCO before engaging in the transaction, making the investment or pursuing the interest or activity.

 

Accuracy of Reports, Records and Accounts

 

All Covered Officers are responsible for the accuracy of the records and reports that they are responsible for maintaining to enable the Funds to provide full, fair and accurate financial information and other disclosure to regulators and Fund shareholders. Accurate information is essential to the Funds’ ability to meet legal and regulatory obligations. The books and records of the Funds shall accurately reflect the true nature of the transactions they record in accordance with applicable law, generally accepted accounting principles and Fund policies. The Covered Officers must not create false or misleading documents or accounting, financial or electronic records for any purpose, and must not direct any other person to do so. If a Covered Officer becomes aware that information filed with the SEC, or state regulatory authority, or made available to the public contains any false or misleading information or omits to disclose necessary information, he or she shall promptly report it to the Trust CCO for a determination as to what, if any, corrective action is necessary or appropriate.

 

4

 

No undisclosed or unrecorded account or fund shall be established for any purpose. No false or misleading entries shall be made in the Funds’ books or records for any reason. No disbursement of Fund assets shall be made without adequate supporting documentation or for any purpose other than as described in the Funds’ documents or contracts.

 

Funds’ Disclosure Controls and Procedures

 

Each Covered Officer is required to be familiar, and comply, with the Funds’ disclosure controls and procedures. In addition, each Covered Officer having direct or supervisory authority regarding SEC filings or the Funds’ other public communications should, to the extent appropriate within his or her area of responsibility, consult with other Fund officers and take other appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely and understandable disclosure.

 

Each Covered Officer must:

 

a.familiarize himself or herself with the disclosure requirements applicable to the Funds as well as the business and financial operations of the Funds;

 

b.ensure that reasonable steps are taken within his or her areas of responsibility to promote full, fair, accurate, timely and understandable disclosure in all regulatory filings, as well as when communicating with the Funds’ shareholders or the general public, in accordance with applicable law;

 

c.consistent with his or her responsibilities, exercise appropriate supervision over, and assist relevant Fund service providers in developing, financial information and other disclosure that complies with relevant law and presents information in a clear, comprehensible and complete manner; and

 

d.not knowingly misrepresent, conceal or omit required disclosures of, or cause others to do the same, facts about the Funds, whether to persons within or outside the Funds, including to outside counsel, independent auditors and governmental regulators.

 

Confidential Information

 

Covered Officers who have access to confidential information are not permitted to use or share that information for their personal benefit or for any other purpose except the conduct of the Funds’ business. Covered Officers should maintain the confidentiality of information entrusted to them by the Funds or their shareholders, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information, including information that might be of use to competitors, or harmful to the Funds or their shareholders if disclosed.

 

5

 

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly by the Funds. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Board and counsel to the Trust (“Trust Counsel”).

 

Compliance, Reporting and Recordkeeping

 

a.Compliance. Any Covered Officer who violates the provisions of this Code will be subject to disciplinary action and appropriate sanctions, up to and including termination. Sanctions shall be imposed by the Trust PEO, subject to review by the full Board, in their sole discretion. Depending on the nature and severity of the violation, the Funds may refer such violation to appropriate authorities for civil action or criminal prosecution.

 

b.Reporting. Each Covered Officer shall:

 

(i)upon receipt of the Code or upon becoming a Covered Officer, sign and submit an Initial Acknowledgement (form attached) confirming that he/she has received, read and understands the Code;

 

(ii)annually, sign and submit an Annual Acknowledgement (form attached) confirming that he or she has complied with the requirements of the Code;

 

(iii)not retaliate against any Covered Officer or other person for making reports of violations in good faith; and

 

(iv)notify the Trust CCO of any actual or potential violation of this Code, whether the violation or potential violation was committed by the Covered Officer personally or by another Covered Officer. Failure to do so is itself a violation of this Code. The Funds will not retaliate against any Covered Officer for making reports of violations in good faith, but will not be precluded from taking appropriate disciplinary action for the violations themselves.

 

Except as described otherwise below, the Trust CCO is authorized to apply this Code to situations presented to it and has the authority to interpret this Code in any particular situation.

 

The Trust CCO shall take all action it considers appropriate to investigate any actual or potential violations reported to it, and the Trust CCO is authorized and encouraged to consult, as appropriate, with the Trust PEO. The Trust CCO is responsible for granting waivers from the terms and provisions of this Code, as the Trust CCO deems appropriate. Any waiver granted by the Trust CCO shall be reported to the Board at the next regularly scheduled Board meeting.

 

c.Recordkeeping. The Funds will maintain and preserve for a period of not less than six (6) years from the date such action is taken, the first two (2) years in an easily accessible place, a copy of the information or materials supplied to the Trust PEO and/or Board: (i) that provided the basis for any amendment or waiver to this Code, and (ii) relating to any violation of the Code and sanctions imposed for such violation, together with a written record of the approval or action taken by the Trust PEO and/or Board.

 

6

 

Waivers of Provisions of the Code

 

A waiver of any provision of the Code shall be requested whenever there is a reasonable likelihood that a contemplated action will violate the Code. A “waiver” is defined as the approval by the Funds of a material departure from any provision of the Code.

 

The process of requesting a waiver shall consist of the following steps:

 

a.The Covered Officer shall set forth a request for waiver in writing. The request shall describe the conduct, activity or transaction for which the Covered Officer seeks a waiver, and shall briefly explain the reason for engaging in the conduct, activity or transaction.

 

b.The determination with respect to the waiver shall be made in a timely fashion by the Trust CCO in consultation with Trust Counsel, and submitted to the Board for review and approval at the next regularly scheduled Board meeting.1

 

c.The decision with respect to the waiver requested shall be documented and kept in the Funds’ records for the appropriate period mandated by applicable law or regulation.

 

To the extent required by applicable law, waivers (including “implicit waivers”) shall be publicly disclosed on a timely basis. An “implicit waiver” is defined as the Funds’ failure to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an “executive officer” of the Funds. For this purpose, an “executive officer” is the Funds’ President or Chief Executive Officer, Vice President (who is in charge of a principal policymaking function), or any other person who performs similar policymaking functions for the Funds. If a material departure from a provision of this Code is known only by the Covered Person that has caused the material departure from the Code, the material departure from the Code will not be considered to have been made known to an executive officer of the Funds for purposes of deciding whether there has been an implicit waiver.

 

Disclosure

 

The Funds must disclose this Code, any substantive amendments and any waivers or implicit waivers by: (i) filing with the SEC a copy of the Code, any such amendments and waivers or implicit waivers in the Funds’ annual report on Form N-CSR; or (ii) posting the text of the Code, any such amendments and waivers or implicit waivers on the Funds’ Internet website and disclosing in each report on Form N-CSR, its Internet address and the fact that it has posted the Code on the website; or (iii) undertaking in each report on Form N-CSR to provide to any person, without charge, upon request, a copy of this Code, any such amendments and waivers or implicit waivers and explain the manner in which such request may be made.

 

 
1If the Covered Officer requesting a waiver is the Trust CCO, then the determination with respect to the waiver shall be made by the Trust PEO, in consultation with the Trust Counsel.

 

7

 

Amendments to the Code

 

Any amendments to this Code must be approved or ratified by a majority vote of the Board. The Covered Officers and the Trust CCO are encouraged to recommend improvements to this Code for the consideration and approval of the Board.

 

8

 

Summary of Deliverables Prescribed by these Procedures

 

Item Responsible Party Frequency
Provide copy of the Code and Initial Acknowledgement to Covered Officers Trust CCO Initially upon individual becoming a Covered Officer
Provide copy of the Code and Annual Acknowledgement to Covered Officers Trust CCO Annually
Review of the Code and Acknowledgments Board Annually
Review of any sanctions imposed for Code violations Board As required

 

Adopted: July 15, 2021

 

9

 

INITIAL ACKNOWLEDGEMENT

 

I acknowledge that I have received and read a copy of the Code of Ethics for Covered Officers (the “Code”) and that I understand it. I further acknowledge that I am responsible for understanding and complying with the policies set forth in the Code during my tenure as a Covered Officer, as defined in the Code.

 

I also acknowledge my responsibility to report any violation of the Code to the Trust CCO, as defined in the Code.

 

I further acknowledge that the policies contained in the Code are not intended to create any contractual rights or obligations, express or implied. I also understand that, consistent with applicable law, the Funds have the right to amend, interpret, modify or withdraw any of the provisions of the Code at any time in their sole discretion, with or without notice.

 

Covered Officer Name and Title:  
  (Please Print)

 

     
Signature   Date

 

Please return this completed form to ____________________________ within one week from the date of your receipt of a request to review these documents. Thank you!

 

10

 

ANNUAL ACKNOWLEDGEMENT

 

I acknowledge that I have received and read a copy of the Code of Ethics for Covered Officers (the “Code”) and that I understand it. I further acknowledge that I am responsible for understanding and complying with the policies set forth in the Code during my tenure as a Covered Officer, as defined in the Code.

 

I also acknowledge that I have fully complied with the terms and provisions of the Code during the period of time since the most recent Initial or Annual Acknowledgement provided by me.

 

I further acknowledge that the policies contained in the Code are not intended to create any contractual rights or obligations, express or implied. I also understand that, consistent with applicable law, the Funds have the right to amend, interpret, modify or withdraw any of the provisions of the Code at any time in their sole discretion, with or without notice.

 

Covered Officer Name and Title:  
  (Please Print)

 

     
Signature   Date

 

Please return this completed form to ____________________________ within one week from the date of your receipt of a request to review these documents. Thank you!

 

11

EX-99.CERT 3 ex99-cert.htm SECTION 302 CERTIFICATIONS
 

Milliman Variable Insurance Trust N-CSR

EX.99.CERT

 

CERTIFICATIONS

 

I, Adam Schenck, certify that:

 

1.I have reviewed this report on Form N-CSR of Milliman Variable Insurance Trust;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;

 

4.The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5.The Registrant’s other certifying officer(s) and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Date: March 11, 2022   /s/ Adam Schenck
  Adam Schenck
President

 

 

 

EX.99.CERT

 

CERTIFICATIONS

 

I, Arthur W. Jasion, certify that:

 

1.I have reviewed this report on Form N-CSR of Milliman Variable Insurance Trust;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;

 

4.The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5.The Registrant’s other certifying officer(s) and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Date: March 11, 2022   /s/ Arthur W. Jasion
    Arthur W. Jasion
Treasurer and Principal Financial Officer

 

EX-99.906 CERT 4 ex99-906cert.htm SECTION 906 CERTIFICATIONS

 

Milliman Variable Insurance Trust N-CSR

EX.99.906CERT

 

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Milliman Variable Insurance Trust, does hereby certify, to such officer’s knowledge, that the report on Form N-CSR of Milliman Variable Insurance Trust for the period ended December 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable, and that the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Milliman Variable Insurance Trust for the stated period.

 

/s/ Adam Schenck   /s/ Arthur W. Jasion

Adam Schenck

President 

Milliman Variable Insurance Trust

 

 

Arthur W. Jasion

Treasurer and Principal Financial Officer

Milliman Variable Insurance Trust

 

Dated: March 11, 2022   Dated: March 11, 2022

 

This statement accompanies this report on Form N-CSR pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed as filed by the Milliman Variable Insurance Trust for purposes of Section 18 of the Securities Exchange Act of 1934.

  

GRAPHIC 5 mvit001.jpg GRAPHIC begin 644 mvit001.jpg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mvit002.jpg GRAPHIC begin 644 mvit002.jpg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end