N-CSR 1 issachar_ncsr.htm N-CSR

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 811-22655

 

Northern Lights Fund Trust III

(Exact name of registrant as specified in charter)

 

225 Pictoria Drive, Suite 450 Cincinnati, OH 45246

(Address of principal executive offices) (Zip code)

 

 

The Corporation Trust Company

 

1209 Orange Street Wilmington, DE 19801

(Name and address of agent for service)

 

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

 

Date of fiscal year end: 9/30

 

Date of reporting period: 9/30/23

 

Item 1. Reports to Stockholders.

 

 

 (LOGO) 

 

 

 

 

 

Class N Shares (LIONX)

Class I Shares (LIOTX)

 

 

ANNUAL REPORT 

 

September 30, 2023

  

 

 

 

 

 

 

  Advised by:
  Horizon Capital Management, Inc.
  106 Valerie Drive
  Lafayette, Louisiana 70508
   
  www.LIONX.net
  1-866-787-8355

 

 

 

 

 

 

 

 

 

Distributed by Northern Lights Distributors, LLC

Member FINRA

 

 

 

This report and the financial statements contained herein are submitted for the general information of shareholders and are not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer to buy shares of the Issachar Fund. Such offering is made only by prospectus, which includes details as to offering price and other material information.

 

 

Horizon Capital Management, Inc.

Issachar Fund Manager: Dexter P. Lyons

106 Valerie Drive. Lafayette, LA 70508

Dexter@IssacharFund.com . 337-983-0676 . Fax 983-0672 . www.IssacharFund.com

 

 

Dear Valued Issachar Fund Shareholders, September 30, 2023
   

Welcome to our ninth annual Issachar Fund (LIONX/LIOTX) shareholder report for the 12 months ended September 30, 2023. Issachar Fund distributed 10.3 cents of dividends and used no leverage while mired in a choppy and challenging market. The market was not rewarding risk-takers, so Issachar Fund remained lightly invested in growth stocks with accelerating earnings and sales. Issachar Fund tried to get invested a few times as it appeared the market was turning, but each trial resulted in small losses, so Issachar Fund retreated to cash. This kind of risk management leads us to believe we Issachar Fund achieve its objective of seeking moderate capital appreciation consistent with capital preservation.

 

Issachar Fund underperformed its benchmark last quarter, but we believe its strategy will win in the long run. From 10/1/22 to 9/30/23, Issachar Fund Class N shares lost -8.70%, while the IQ Hedge Multi-Strategy Index gained 11.02%. We are displeased with Issachar Fund’s negative return and expect to do better. While Issachar Fund is a mutual fund, it is managed like a hedge fund. Issachar Fund can go to cash or hedge positions during periods of perceived higher risk, and Issachar Fund can be fully invested during periods of perceived lower risk. Many mutual funds and indexes assume a fully invested position regardless of whether we are in a high-risk bear market or recession. We do not plan to “ride out” a significant decline in the market. Instead, we aim to step aside and wait for risk to subside before getting in. We believe avoiding life-changing losses is the key to long-term financial success.

 

For the 2022 calendar year, Issachar Fund finished with a loss of - 7.42%, outperforming the IQ Hedge Multi-Strategy Index’s loss of -7.89%. We learned valuable lessons about cutting losses small after huge profits from prior bull markets, and we hope never to experience that again. We are more focused and disciplined than ever and expect to make up some lost ground shortly. Protecting capital in a bear market and having patience for the next opportunity will help us accomplish our long-term financial goals.

 

In the 12 months ended 9/30/23, Issachar Fund held positions mostly in cash as growth/value stocks and bonds were crushed. We maintain a list of fundamentally strong stocks with incredible earnings and sales, but the market has not been rewarding growth. Price matters, and prices are declining, so the best thing to do is sometimes nothing. The sun will come up again, but we need a change in leadership. I pray that God raises leaders who honor Him and that America can be the beacon light in a dark world.

 

I believe risk has been elevated, so I prefer to sit patiently on the sidelines and let the charts tell me when to get back in. Our time-tested strategy has worked for decades and will get Issachar Fund back in the market when the time is right. The Fed is raising rates to put the inflation genie back in the bottle, which may cause much pain. The stock and bond market does not like the Biden agenda of higher taxes and more irresponsible deficit spending to transform America into a socialistic country. We believe in free-market capitalism, and that system of government has a proven track record of long-term success. Grace & Peace to Everyone!

 

(-s- Dexter Lyons)
 
Dexter Lyons
Issachar Fund, Portfolio Manager
 

Thank You for Your Trust and Business, and May God Bless You and Your Family!
May the Grace of the Lord Jesus be with everyone.
(Revelation 22:21)

 

Portfolio holdings are subject to change at any time and should not be considered investment advice. Past performance is no guarantee of future results. The IQ Hedge Multi-Strategy Index seeks to replicate the risk-adjusted return characteristics of the collective hedge funds using various hedge fund investment styles, including long/short equity, global macro, market neutral, event- driven, fixed income arbitrage, and emerging markets. Investments cannot be made in an index. Unmanaged index returns do not reflect any fees, expenses, or sales charges. Index returns assume reinvestment of dividends. NLD Review Code3431-NLD-10/12/2023.

1

 

ISSACHAR FUND
PORTFOLIO REVIEW (Unaudited)
September 30, 2023
 

The Fund’s performance figures* for the year ended September 30, 2023, as compared to its benchmark:

 

  One Year Five Year Since Inception ** Since Inception ***
Issachar Fund - Class N (8.70)% (0.06)% 1.13% N/A
Issachar Fund - Class I (8.56)% N/A N/A (11.16)%
S&P 500 Total Return Index 21.62% 9.92% 11.18% 5.59%
IQ Hedge Multi-Strategy Index 11.02% 1.79% 2.14% (1.36)%
         

Comparison of the Change in Value of a $10,000 Investment

 

(LINE GRAPH)

 

*The performance data quoted here represents past performance. The performance comparison includes reinvestment of all dividends and capital gains. Current performance may be lower or higher than the performance data quoted above. Past performance is no guarantee of future results. The investment return and principal value of an investment will fluctuate so that investors’ shares, when redeemed, may be worth more or less than their original cost. The Class N returns are calculated using the traded net asset value at the beginning of the year. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance figures for periods greater than 1 year are annualized. The Fund’s total annual operating expenses are 2.56% for Class N shares and 2.28% for Class I shares, per the February 1, 2023 Prospectus. Prior to February 1, 2023, the Adviser contractually agreed to waive management fees and to make payments to limit Fund expenses, so that the total annual operating expenses (excluding: (i) any front-end or contingent deferred loads; (ii) brokerage fees and commissions; (iii) acquired fund fees and expenses; (iv) borrowing costs (such as interest and dividend expense on securities sold short); (v) taxes; and (vi) extraordinary expenses, such as litigation expenses (which may include indemnification of Fund officers and Trustees, contractual indemnification of Fund service providers (other than the Adviser))) of the Fund did not exceed 1.90% of average daily net assets attributable to Class N shares and 1.65% of average daily net assets attributable to Class I shares. Effective February 1, 2023 the operating expense limitation was eliminated. For performance information current to the most recent month-end, please call toll-free 1-866-787-8355.

 

**Inception date is February 28, 2014.

 

***Inception date is February 22, 2021.

 

The IQ Hedge Multi-Strategy Index (the “IQ Index”) seeks to replicate the risk-adjusted return characteristics of the collective hedge funds using various hedge fund investment styles, including long/short equity, global macro, market neutral, event-driven, fixed income arbitrage and emerging markets. The components of the IQ Index are actively managed funds which feature a similarly flexible management style to that of the Fund, unlike the S&P 500 Index, which assumes a “buy and hold” posture. Investors may not invest in the IQ Index directly; unlike the Fund’s returns, the IQ Index does not reflect any fees or expenses.

 

The S&P 500 Total Return Index is an unmanaged capitalization weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of the 500 stocks representing all major industries. Investors cannot invest directly in an index.

 

Portfolio Composition as of September 30, 2023  % of Net Assets 
Exchange Traded Funds   82.8%
Short-Term Investment   14.3%
Common Stock   3.3%
Liabilities in Excess of Other Assets   (0.4)%
    100.0%
      

Please refer to the Schedule of Investments in this shareholder report for a detailed listing of the Fund’s holdings.

2

 

ISSACHAR FUND
SCHEDULE OF INVESTMENTS
September 30, 2023

 

Shares      Fair Value 
     COMMON STOCKS — 3.3%     
     MACHINERY - 1.0%     
 4,100   Flowserve Corporation  $163,057 
           
     OIL & GAS SERVICES & EQUIPMENT - 1.2%     
 7,000   Oceaneering International, Inc.(a)   180,040 
           
     SOFTWARE - 1.1%     
 8,800   Clearwater Analytics Holdings, Inc., Class A(a)   170,192 
           
     TOTAL COMMON STOCKS (Cost $480,227)   513,289 
           
     EXCHANGE-TRADED FUNDS — 82.8%     
     FIXED INCOME - 82.8%     
 124,000   PIMCO Enhanced Short Maturity Active ETF   12,417,360 
 19,600   ProShares Short 20+ Year Treasury   492,940 
     TOTAL EXCHANGE-TRADED FUNDS (Cost $12,858,614)   12,910,300 
           
     SHORT-TERM INVESTMENT — 14.3%     
     MONEY MARKET FUND - 14.3%     
 2,222,977   Fidelity Investments Money Market Government Portfolio, Class I, 5.23%(b) (Cost $2,222,977)   2,222,977 
           
           
     TOTAL INVESTMENTS - 100.4% (Cost $15,561,818)  $15,646,566 
     LIABILITIES IN EXCESS OF OTHER ASSETS - (0.4)%   (61,215)
     NET ASSETS - 100.0%  $15,585,351 

 

ETF - Exchange-Traded Fund
   
(a) Non-income producing security.
   
(b) Rate disclosed is the seven day effective yield as of September 30, 2023.
   

See accompanying notes to financial statements.

3

 

ISSACHAR FUND
STATEMENT OF ASSETS AND LIABILITIES
September 30, 2023

 

ASSETS     
Investment securities:     
At cost  $15,561,818 
At fair value  $15,646,566 
Dividend and interest receivable   5,462 
Prepaid expenses and other assets   14,870 
TOTAL ASSETS   15,666,898 
      
LIABILITIES     
Payable for Fund shares redeemed   17,646 
Investment advisory fees payable, net   13,268 
Payable to related parties   16,811 
Distribution (12b-1) fees payable   1,604 
Accrued expenses   32,218 
TOTAL LIABILITIES   81,547 
NET ASSETS  $15,585,351 
      
Net Assets Consist Of:     
Paid in capital ($0 par value, unlimited shares authorized)  $21,974,300 
Accumulated losses   (6,388,949)
NET ASSETS  $15,585,351 
      
Net Asset Value Per Share:     
Class N Shares:     
Net Assets  $7,227,100 
Shares of beneficial interest outstanding   773,089 
Net Asset Value (Net Assets/Shares Outstanding), Redemption Price per share and Offering Price per share  $9.35 
      
Class I Shares:     
Net Assets  $8,358,251 
Shares of beneficial interest outstanding   890,096 
Net Asset Value (Net Assets/Shares Outstanding), Redemption Price per share and Offering Price per share  $9.39 
      

See accompanying notes to financial statements.

4

 

ISSACHAR FUND
STATEMENT OF OPERATIONS
For the Year Ended September 30, 2023

 

INVESTMENT INCOME     
Dividends (net of $37 foreign tax withheld)  $146,985 
Interest   586,397 
TOTAL INVESTMENT INCOME   733,382 
      
EXPENSES     
Investment advisory fees   215,508 
Administrative service fees   58,968 
Transfer agent fees   51,906 
Registration fees   33,879 
Accounting services fees   33,369 
Distribution (12b-1) fees: Class N   28,857 
Compliance officer fees   22,629 
Audit fees   20,340 
Legal fees   16,685 
Trustees’ fees and expenses   14,916 
Printing and postage expenses   12,812 
Custodian fees   11,169 
Shareholder services fees   8,002 
Insurance expense   5,550 
Other expenses   4,179 
TOTAL EXPENSES   538,769 
Less: Fees waived by the advisor   (49,319)
      
NET EXPENSES   489,450 
      
NET INVESTMENT INCOME   243,932 
      
REALIZED AND UNREALIZED GAIN (LOSS)     
Net Realized Loss on:     
Investments   (2,508,107)
Net Change in Unrealized Appreciation on:     
Investments   84,748 
      
NET REALIZED AND UNREALIZED LOSS   (2,423,359)
      
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS  $(2,179,427)
      

See accompanying notes to financial statements.

5

 

ISSACHAR FUND
STATEMENTS OF CHANGES IN NET ASSETS

 

   Year Ended   Year Ended 
   September 30, 2023     September 30, 2022 
FROM OPERATIONS          
Net investment income (loss)  $243,932   $(165,356)
Net realized loss from investments and foreign currency transactions   (2,508,107)   (1,356,632)
Net change in unrealized appreciation (depreciation) on investments and foreign currency translations   84,748    19 
Net decrease in net assets resulting from operations   (2,179,427)   (1,521,969)
           
DISTRIBUTIONS TO SHAREHOLDERS          
Total distributions paid:          
Class N   (107,934)    
Class I   (105,295)    
Return of Capital:          
Class N   (7,010)    
Class I   (6,059)    
Net decrease in net assets from distributions to shareholders   (226,298)    
           
FROM SHARES OF BENEFICIAL INTEREST          
Proceeds from shares sold:          
Class N   2,597,278    3,684,855 
Class I   11,494,020    5,370,863 
Net asset value of shares issued in reinvestment of distributions to shareholders:          
Class N   107,605     
Class I   112,282     
Payments for shares redeemed:          
Class N   (7,778,236)   (7,522,155)
Class I   (11,000,383)   (13,430,996)
Net decrease in net assets from shares of beneficial interest   (4,467,434)   (11,897,433)
           
TOTAL DECREASE IN NET ASSETS   (6,873,159)   (13,419,402)
           
NET ASSETS          
Beginning of Year   22,458,510    35,877,912 
End of Year  $15,585,351   $22,458,510 
           
SHARE ACTIVITY          
Class N:          
Shares sold   253,280    347,418 
Shares reinvested   11,133     
Shares redeemed   (797,703)   (706,385)
Net decrease in shares of beneficial interest outstanding   (533,290)   (358,967)
           
Class I:          
Shares sold   1,137,914    496,882 
Shares reinvested   11,571     
Shares redeemed   (1,119,061)   (1,230,387)
Net increase (decrease) in shares of beneficial interest outstanding   30,424    (733,505)
           

See accompanying notes to financial statements.

6

 

ISSACHAR FUND
FINANCIAL HIGHLIGHTS
 
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Year Presented

 

   Year Ended   Year Ended   Year Ended   Year Ended   Year Ended 
   September 30, 2023   September 30, 2022   September 30, 2021   September 30, 2020   September 30, 2019 
   Class N   Class N   Class N   Class N   Class N 
Net asset value, beginning of year  $10.35   $11.00   $12.25   $10.08   $10.36 
                          
Activity from investment operations:                         
Net investment income (loss) (1)   0.10    (0.07)   (0.10)   (0.13)   (0.02)
Net realized and unrealized gain (loss) (2)   (1.00)   (0.58)   (0.16)   2.31    (0.15)
Total from investment operations   (0.90)   (0.65)   (0.26)   2.18    (0.17)
                          
Distributions to shareholders                         
From net investment income   (0.09)           (0.01)   (0.03)
From net realized gains           (0.93)       (0.08)
From return of capital   (0.01)       (0.06)        
Total distributions to shareholders   (0.10)       (0.99)   (0.01)   (0.11)
                          
Net asset value, end of year  $9.35   $10.35   $11.00   $12.25   $10.08 
Total return (3)   (8.70)%   (5.91)%   (2.94)%   21.61%   (1.67)%
Net assets, end of year (000s)  $7,227   $13,522   $18,324   $44,608   $10,633 
                          
Ratio of gross expenses to average net assets (4,5)   2.62%   2.46%   1.82%   2.49%   3.50%
Ratio of net expenses to average net assets (5)   2.38% (8)   1.90%   1.78% (7)   1.70%   2.20% (6)
Ratio of net investment (loss) to average net assets (5)   1.05%   (0.66)%   (0.79)%   (1.13)%   (0.17)%
Portfolio Turnover Rate (9)   2571%   3361%   2842%   2704%   1581%
                          
(1)Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.

 

(2)Realized and unrealized gain (loss) per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with aggregate gains and losses in the Statement of Operations due to the timing of share transactions for the period.

 

(3)Total return assumes all reinvestment of dividends, if any, and represents the aggregate total return based on net asset value. Total returns would have been lower absent fee waivers and reimbursed expenses.

 

(4)Represents the ratio of expenses to average net assets absent fees waived and/or expenses reimbursed by the advisor.

 

(5)The ratios shown do not include the Fund’s proportionate shares of the expenses of the underlying funds and swaps in which the Fund invests.

 

(6)Effective July 18, 2019, the operating expense limitation was reduced to 1.70% from 2.30%.

 

(7)Effective February 1, 2021, the operating expense limitation was increased to 1.90% from 1.70%.

 

(8)Effective February 1, 2023, the operating expense limitation was eliminated.

 

(9)The portfolio turnover rate excludes investments whose maturities or expiration dates at the time of acquisition were one year or less. For this reason all money market funds that were traded throughout the period are excluded from the calculation. The timing of the Fund’s limited amount of purchases and sales of long term securities produced the resulting portfolio turnover percentage, which appears inflated due to the nature of the calculation. Had the Fund’s core investments been included in the calculation, the turnover calculation would have been much lower.

 

See accompanying notes to financial statements.

7

 

ISSACHAR FUND
FINANCIAL HIGHLIGHTS
 
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Period Presented

 

   Year Ended   Year Ended   Period Ended 
   September 30, 2023   September 30, 2022   September 30, 2021 * 
   Class I   Class I   Class I 
Net asset value, beginning of period  $10.40   $11.02   $12.94 
                
Activity from investment operations:               
Net investment income (loss) (1)   0.12    (0.06)   (0.07)
Net realized and unrealized loss (2)   (1.01)   (0.56)   (1.85)
Total from investment operations   (0.89)   (0.62)   (1.92)
                
Distributions to shareholders               
From net investment income   (0.11)        
From return of capital   (0.01)        
Total distributions   (0.12)        
                
Net asset value, end of period  $9.39   $10.40   $11.02 
Total return (3)   (8.56)%   (5.63)%   (14.84)% (4)
Net assets, end of period (000s)  $8,358   $8,937   $17,554 
                
Ratio of gross expenses to average net assets (6,7)   2.36%   2.18%   1.70% (5)
Ratio of net expenses to average net assets (7)   2.15% (8)   1.65%   1.65% (5)
Ratio of net investment income (loss) to average net assets (7)   1.23%   (0.53)%   (0.99)% (5)
Portfolio Turnover Rate (9)   2571%   3361%   2842% (4)
                
*The Issachar Fund Class I shares inception date is February 22, 2021.

 

(1)Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.

 

(2)Realized and unrealized gain (loss) per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with aggregate gains and losses in the Statement of Operations due to the timing of share transactions for the period.

 

(3)Total return assumes all reinvestment of dividends, if any, and represents the aggregate total return based on net asset value. Total returns would have been lower absent fee waivers and reimbursed

 

(4)Not annualized.

 

(5)Annualized.

 

(6)Represents the ratio of expenses to average net assets absent fees waived and/or expenses reimbursed by the advisor.

 

(7)The ratios shown do not include the Fund’s proportionate shares of the expenses of the underlying funds in which the Fund invests.

 

(8)Effective February 1, 2023, the operating expense limitation was eliminated.

 

(9)The portfolio turnover rate excludes investments whose maturities or expiration dates at the time of acquisition were one year or less. For this reason all money market funds that were traded throughout the period are excluded from the calculation. The timing of the Fund’s limited amount of purchases and sales of long term securities produced the resulting portfolio turnover percentage, which appears inflated due to the nature of the calculation. Had the Fund’s core investments been included in the calculation, the turnover calculation would have been much lower.

 

See accompanying notes to financial statements.

8

 

ISSACHAR FUND
NOTES TO FINANCIAL STATEMENTS
September 30, 2023
 
1.ORGANIZATION

 

The Issachar Fund (the ’‘Fund’’) is a series of shares of beneficial interest of Northern Lights Fund Trust III (the “Trust”), a Delaware statutory trust organized on December 5, 2011. The Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the ’’1940 Act’’). The Fund currently offers Class N and Class I shares. Class N shares commenced operations on February 28, 2014. Class I shares commenced operations on February 22, 2021. The Fund is a diversified fund. The investment objective of the Fund is moderate capital appreciation consistent with capital preservation.

 

Shares of the Fund, when issued, are fully paid, nonassessable, fully transferable, redeemable at the option of the shareholder and have equal dividend and liquidity rights. Each class of the Fund represents an interest in the same assets of the Fund and the classes are identical except for differences in their distribution charges. Both classes have equal voting privileges except that Class N shares has exclusive voting rights with respect to its service and/or distribution plan. The Fund’s income, expenses (other than class specific distribution fees) and realized and unrealized gains and losses are allocated proportionately each day based upon the relative net assets of each class.

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America (’‘GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting year. Actual results could differ from those estimates. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services – Investment Companies” and Accounting Standards Update (“ASU”) 2013-08.

 

Securities Valuation – Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ at the NASDAQ Official Closing Price (“NOCP”). If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the mean between the current bid and ask prices. Debt securities (other than short-term obligations) are valued each day by an independent pricing service approved by the Trust’s Board of Trustees (the “Board”) using methods which include current market quotations from a major market maker in the securities and based on methods which include the consideration of yields or prices of securities of comparable quality, coupon, maturity and type. Swap transactions are valued through an independent pricing service or at fair value based on daily price reporting from the- swap counterparty based on the proprietary index. The independent-pricing service does not distinguish between smaller sized bond positions known as “odd lots” and larger institutional sized bond positions known as “round lots”. The Fund may fair value a particular bond if the advisor does not believe that the round lot value provided by the independent pricing service reflects fair value of the Fund’s holding. Short-term debt obligations having 60 days or less remaining until maturity, at time of purchase, may be valued at amortized cost, which approximates fair value.

 

The Fund may hold securities, such as private investments, interests in commodity pools, other non-traded securities or temporarily illiquid securities, for which market quotations are not readily available or are determined to be unreliable. These securities will be valued using the “fair value” procedures approved by the Board. The Board may also enlist third party consultants such as a valuation specialist at a public accounting firm, valuation consultant or financial officer of a security issuer on an as-needed basis to assist in determining a security-specific fair value. The Board reviews the execution of this process and the resultant fair value prices at least quarterly to assure the process produces reliable results.

9

 

ISSACHAR FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2023
 

Valuation of Investment Funds – The Fund may invest in portfolios of open-end or closed-end investment companies (the “Underlying Funds”) . The Underlying Funds value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value to the methods established by the board of directors of the Underlying Funds.

 

Open-end investment companies are valued at their respective net asset values as reported by such investment companies. The shares of many closed- end investment companies, after their initial public offering, frequently trade at a price per share, which is different than the net asset value per share. The difference represents a market premium or market discount of such shares. There can be no assurances that the market discount or market premium on shares of any closed-end investment company purchased by the Fund will not change.

 

Fair Valuation Process – Fair value determinations are required for the following securities: (i) securities for which market quotations are insufficient or not readily available on a particular business day (including securities for which there is a short and temporary lapse in the provision of a price by the regular pricing source); (ii) securities for which, in the judgment of the Board, the prices or values available do not represent the fair value of the instrument. Factors which may cause the Board to make such a judgment include, but are not limited to, the following: only a bid price or an ask price is available; the spread between bid and ask prices is substantial; the frequency of sales; the thinness of the market; the size of reported trades; and actions of the securities markets, such as the suspension or limitation of trading; (iii) securities determined to be illiquid; (iv) securities with respect to which an event that will affect the value thereof has occurred (a “significant event”) since the closing prices were established on the principal exchange on which they are traded, but prior to the Fund’s calculation of its net asset value. Specifically, interests in commodity pools or managed futures pools are valued on a daily basis by reference to the closing market prices of each futures contract or other asset held by a pool, as adjusted for pool expenses. Restricted or illiquid investments, such as private investments or non-traded securities are valued via inputs from the advisor based upon the current bid for the security from two or more independent dealers or other parties reasonably familiar with the facts and circumstances of the security (who should take into consideration all relevant factors as may be appropriate under the circumstances). If the Board is unable to obtain a current bid from such independent dealers or other independent parties, it shall determine the fair value of such security using the following factors: (i) the type of security; (ii) the cost at date of purchase; (iii) the size and nature of the Fund’s holdings; (iv) the discount from market value of unrestricted securities of the same class at the time of purchase and subsequent thereto; (v) information as to any transactions or offers with respect to the security; (vi) the nature and duration of restrictions on disposition of the security and the existence of any registration rights; (vii) how the yield of the security compares to similar securities of companies of similar or equal creditworthiness; (viii) the level of recent trades of similar or comparable securities; (ix) the liquidity characteristics of the security; (x) current market conditions; and (xi) the market value of any securities into which the security is convertible or exchangeable.

 

The Fund utilizes various methods to measure the fair value of all of its investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:

 

Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access.

 

Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument in an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

 

Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

 

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of

10

 

ISSACHAR FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2023
 

judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

 

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following tables summarize the inputs used as of September 30, 2023, for the Fund’s investments measured at fair value:

 

Assets*  Level 1   Level 2   Level 3   Total 
Common Stocks  $513,289   $   $   $513,289 
Exchange Traded Funds   12,910,300            12,910,300 
Short-Term Investment   2,222,977            2,222,977 
Total    $15,646,566   $   $   $15,646,566 

 

*Refer to the Schedule of Investments for classifications.

 

The Fund did not hold any Level 3 securities during the year. There were no transfers between levels during the year.

 

Security Transactions and Related Income – Security transactions are accounted for on the trade date. Interest income is recognized on an accrual basis. Discounts are accreted and premiums are amortized on securities purchased over the lives of the respective securities. Dividend income is recorded on the ex-dividend date. Realized gains or losses from sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

 

Dividends and Distributions to Shareholders – Dividends from net investment income, if any, are declared and paid quarterly and distributions from net realized capital gains if any, are declared and paid annually. Dividends and distributions to shareholders are recorded on the ex-dividend date and are determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are considered either temporary (e.g., deferred losses, capital loss carryforwards) or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification. These reclassifications have no effect on net assets, results from operations or net asset values per share of the Fund.

 

Exchange Traded Funds – The Fund may invest in exchange traded funds (“ETFs”). ETFs are a type of fund that are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities. The Fund may purchase an ETF to gain exposure to a portion of the U.S. or a foreign market. The risks of owning an ETF generally reflect the risks of owning the underlying securities in which the ETF invests, although the lack of liquidity on an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.

 

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

 

Market Risk – Market risk is the risk that changes in interest rates, foreign exchange rates or equity prices will affect the positions held by the Fund. The Fund is exposed to market risk on financial instruments that are valued at market prices as disclosed in the Schedule of Investments. The prices of derivative instruments, including options, forwards and futures prices, can be highly volatile. Price movements of derivative contracts in which the Fund’s assets may be invested are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and

11

 

ISSACHAR FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2023
 

exchange control programs and policies of governments, and national and international political and economic events and policies.

 

Credit Risk – Credit risk relates to the ability of the issuer to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield bonds are subject to credit risk to a greater extent than lower-yield, higher-quality bonds.

 

Counterparty Risk – Counterparty risk is the risk that the counterparty to a financial instrument will cause a financial loss for the Fund by failing to discharge an obligation. A concentration of counterparty risk can exist in that the part of a Fund’s cash can be held at the broker.

 

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

 

3.INVESTMENT TRANSACTIONS

 

For the year ended September 30, 2023, cost of purchases and proceeds from sales of portfolio securities, excluding short-term investments, amounted to $176,522,414 and $160,675,466, respectively.

 

4.AGGREGATE TAX UNREALIZED APPRECIATION AND DEPRECIATION

 

At September 30, 2023 the aggregate cost for federal tax purposes, which differs from fair value by net unrealized appreciation (depreciation) of securities, is as follows:

 

    Gross Unrealized   Gross Unrealized   Net Unrealized 
Tax Cost   Appreciation   Depreciation   Appreciation 
$15,574,413   $84,748   $(12,595)  $72,153 
                  
5.INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES

 

Horizon Capital Management, Inc. serves as the Fund’s investment advisor (the “Advisor”).

 

Pursuant to an investment advisory agreement with the Trust, on behalf of the Fund, the Advisor, under the oversight of the Board, directs the daily operations of the Fund and supervises the performance of administrative and professional services provided by others. As compensation for its services and the related expenses borne by the Advisor, the Fund pays the Advisor a management fee, computed and incurred daily and paid monthly, at an annual rate of 1.00% of the Fund’s average daily net assets.

 

Pursuant to a written agreement (the “Waiver Agreement”) the Advisor agreed to waive its fees and/or reimburse the Fund’s operating expenses through January 31, 2023, so that the total annual operating expenses (exclusive of any front-end or contingent deferred loads, brokerage fees and commissions, acquired fund fees and expenses, borrowing costs (such as interest and dividend expense on securities sold short), taxes and extraordinary expenses, such as litigation expenses (which may include indemnification of Fund officers and Trustees, contractual indemnification of Fund service providers (other than the Advisor))) of the Fund did not exceed 1.90% of average daily net assets attributable to Class N shares and 1.65% of average daily net assets attributable to Class I shares (the “Expense Limitation”). During the year ended September 30, 2023, the Advisor earned advisory fees of $215,508 and waived fees in the amount of $49,319 pursuant to the Waiver Agreement. The fees paid to the

12

 

ISSACHAR FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2023
 

Advisor are reviewed annually by the Board. On February 1, 2023, the Expense Limitation was eliminated and waived amounts are no longer available for recapture.

 

The Trust, on behalf of the Fund, has adopted the Trust’s Master Distribution and Shareholder Servicing Plan (the “Plan”). The Plan provides that a monthly service and/or distribution fee is calculated by the Fund at an annual rate of up to 0.25% of its average daily net assets attributable to Class N shares and is paid to Northern Lights Distributors, LLC (the “Distributor”) to provide compensation for ongoing shareholder servicing and distribution-related activities or services and/or maintenance of the Fund’s shareholder accounts not otherwise required to be provided by the Advisor. For the year ended September 30, 2023, the Fund incurred $28,857 in total fees under the Plan.

 

The Distributor acts as the Fund’s principal underwriter in a continuous public offering of the Fund shares. During the year ended September 30, 2023, the Distributor received no underwriting commissions.

 

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

 

Ultimus Fund Solutions, LLC (“UFS”), an affiliate of the Distributor, provides administration, fund accounting, and transfer agent services to the Trust. Pursuant to separate servicing agreements with UFS, the Fund pays UFS customary fees for providing administration, fund accounting and transfer agency services to the Trust. Certain officers of the Trust are also officers of UFS, and are not paid any fees directly by the Fund for serving in such capacities.

 

Northern Lights Compliance Services, LLC (“NLCS”), an affiliate of UFS and the Distributor, provides a Chief Compliance Officer to the Trust, as well as related compliance services, pursuant to a consulting agreement between NLCS and the Trust. Under the terms of such agreement, NLCS receives customary fees from the Fund.

 

Blu Giant, LLC (“Blu Giant”), an affiliate of UFS and the Distributor, provides EDGAR conversion and filing services as well as print management services for the Fund on an ad-hoc basis. For the provision of these services, Blu Giant receives customary fees from the Fund.

 

6.FEDERAL INCOME TAXES NOTE

 

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

 

The Fund recognizes the tax benefits of uncertain tax positions only when the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years ended September 30, 2020 - September 30, 2022 or expected to be taken in the Fund’s September 30, 2023 year-end tax returns. The Fund identifies its major tax jurisdictions as U.S. federal, Ohio and foreign jurisdictions where the Fund makes significant investments. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

13

 

ISSACHAR FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2023
 
7.DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS

 

The tax character of distributions paid during the year ended September 30, 2023 was as follows:

 

   Fiscal Year Ended   Fiscal Year Ended 
   September 30, 2023     September 30, 2022 
Ordinary Income  $213,229   $ 
Return of Capital   13,069     
   $226,298   $ 
           

There were no Fund distributions for the year ended September 30, 2022.

 

As of September 30, 2023, the components of accumulated earnings deficit on a tax basis were as follows:

 

Post October Loss   Capital Loss   Unrealized   Total 
and   Carry   Appreciation/   Accumulated 
Late Year Loss   Forwards   (Depreciation)   Earnings/(Deficit) 
$   $(6,461,102)  $72,153   $(6,388,949)
                  

The difference between book basis and tax basis undistributed net investment income/(loss), accumulated net realized gain/(loss), and unrealized appreciation/(depreciation) from investments is primarily attributable to the tax deferral of losses on wash sales.

 

At September 30, 2023, the Fund had capital loss carry forwards for federal income tax purposes available to offset future capital gains:

 

Short-Term   Long-Term   Total   CLCF Utilized 
$6,258,249   $202,853   $6,461,102   $ 
                  

Permanent book and tax differences, primarily attributable to the book/tax basis treatment of distributions in excess, resulted in reclassifications for the Fund for the fiscal year ended September 30, 2023 as follows:

 

Paid     
in   Accumulated 
Capital   Losses 
$   $ 
        
8.UNDERLYING INVESTMENT IN OTHER INVESTMENT COMPANIES

 

The Fund currently seeks to achieve its investment objective by investing a significant portion of its assets in PIMCO Enhanced Short Maturity Active ETF, a registered open-end investment company (“PIMCO”). The Fund may redeem its investment from PIMCO at any time if the Advisor determines that it is in the best interest of the Fund and its shareholders to do so.

14

 

ISSACHAR FUND
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2023
 

The performance of the Fund will be directly affected by the performance of PIMCO. The annual reports of PIMCO, along with the report of the independent registered public accounting firm is included in PIMCO’s N-CSR available at “www.sec.gov” or on the website “www.PIMCO.com”. As of September 30, 2023, the percentage of the Fund’s net assets invested in PIMCO was 79.7%.

 

9.CONTROL OWNERSHIP

 

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates presumption of control of the fund under Section 2(a)(9) of the 1940 Act. As of September 30, 2023, Constellation Trust Company and Charles Schwab & Co. (for the benefit of their customers) held approximately 31.0% and 25.3%, respectively, of the voting securities of the Fund.

 

10.RECENT REGULATORY UPDATE

 

On January 24, 2023, the SEC adopted rule and form amendments to require mutual funds and ETFs to transmit concise and visually engaging streamlined annual and semiannual reports to shareholders that highlight key information. Other information, including financial statements, will no longer appear in a streamlined shareholder report but must be available online, delivered free of charge upon request, and filed on a semiannual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. At this time, management is evaluating the impact of these amendments on the shareholder reports for the Fund.

 

11.SUBSEQUENT EVENTS

 

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

15

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of Northern Lights Fund Trust III
and the Shareholders of Issachar Fund

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities of Issachar Fund (the Fund), including the schedule of investments, as of September 30, 2023, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the related notes to the financial statements (collectively, the financial statements), and the financial highlights for each of the five years in the period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of September 30, 2023, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in 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 Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights 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 Fund in accordance with 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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

 

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. Our procedures included confirmation of investments owned as of September 30, 2023, 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.

 

/s/ RSM US LLP

 

We have served as the auditor of one or more Horizon Capital Management, Inc. investment companies since 2014.

 

Denver, Colorado
November 29, 2023

16

 

ISSACHAR FUND
EXPENSE EXAMPLES (Unaudited)
September 30, 2023
 

As a shareholder of the Fund, you incur ongoing costs, including management fees; distribution and/or service (12b-1) fees, and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

 

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

 

Actual Expenses

 

The first table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $ 1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled ’‘Expenses Paid During the Period’’ to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

 

The second table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees. Therefore, the second table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

  Beginning Ending Expenses Paid Expense Ratio
  Account Value Account Value During Period During the Period
Actual 4/1/23 9/30/23 4/1/23-9/30/23* 4/1/23-9/30/23
Issachar Fund – Class N $1,000.00 $ 961.80 $ 13.97 2.84%
Issachar Fund – Class I $1,000.00 $ 962.60 $ 12.84 2.61%
         
  Beginning Ending Expenses Paid Expense Ratio
Hypothetical Account Value Account Value During Period During the Period
(5% return before expenses) 4/1/23 9/30/23 4/1/23-9/30/23* 4/1/23-9/30/23
Issachar Fund – Class N $1,000.00 $1,010.83 $ 14.32 2.84%
Issachar Fund – Class I $1,000.00 $1,011.98 $ 13.16 2.61%

 

*Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by the number of days in the period (183) divided by the number of days in the fiscal year (365).

17

 

ISSACHAR FUND
SUPPLEMENTAL INFORMATION (Unaudited)
September 30, 2023
 

The Trustees and officers of the Trust, together with information as to their principal business occupations during the past five years and other information, are shown below. Unless otherwise noted, the address of each Trustee and officer is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.

 

Independent Trustees
Name,
Address, Year
of Birth
Position(s)
Held with
Registrant
Length of
Service and
Term
Principal Occupation(s) During
Past 5 Years
Number of
Funds
Overseen In
The Fund
Complex*
Other Directorships Held During
Past 5 Years**
Patricia Luscombe
1961
Trustee Since January 2015, Indefinite Managing Director of the Valuations and Opinions Group, Lincoln International LLC (since August 2007). 1 Northern Lights Fund Trust III (for series not affiliated with the Fund since 2015); Monetta Mutual Funds (since November 2015).
John V. Palancia
1954
Trustee, Chairman Trustee, since February 2012, Indefinite; Chairman of the Board since May 2014. Retired (since 2011); formerly, Director of Global Futures Operations Control, Merrill Lynch, Pierce, Fenner & Smith, Inc. (1975-2011). 1 Northern Lights Fund Trust III (for series not affiliated with the Fund since 2012); Northern Lights Fund Trust (since 2011); Northern Lights Variable Trust (since 2011); Alternative Strategies Fund (since 2012).
Mark H. Taylor
1964
Trustee, Chairman of the Audit Committee Since February 2012, Indefinite PhD (Accounting), CPA; Professor and Director, Lynn Pippenger School of Accountancy, Muma College of Business, University of South Florida (2019 – present); Professor and Department of Accountancy Chair, Case Western Reserve University (2009-2019); President, American Accounting Association (AAA) since August 2022 (President- Elect 2022-2023, President 2023-2024; Past President 2024-2025). AAA Vice President-Finance (2017-2020); President, Auditing Section of the AAA; Member, AICPA Auditing Standards Board (2009-2012); Academic Fellow, Office of the Chief Accountant, United States Securities Exchange Commission (2005-2006); Center for Audit Quality research grants (2014, 2012). 1 Northern Lights Fund Trust III (for series not affiliated with the Fund since 2012); Northern Lights Fund Trust (since 2007); Northern Lights Variable Trust (since 2007); Alternative Strategies Fund (since June 2010).
Jeffery D. Young
1956
Trustee Since January 2015, Indefinite Co-owner and Vice President, Latin America Agriculture Development Corp. (since May 2015); President, Celeritas Rail Consulting (since June 2014); Asst. Vice President - Transportation Systems, Union Pacific Railroad Company (June 1976 to April 2014). 1 Northern Lights Fund Trust III (for series not affiliated with the Fund since 2015).

 

*As of September 30, 2023, the Trust was comprised of 29 active portfolios managed by 14 unaffiliated investment advisers. The term “Fund Complex” applies only to the Fund. The Fund does not hold itself out as related to any other series within the Trust for investment purposes, nor does it share the same investment adviser with any other series.

 

**Only includes directorships held within the past 5 years in a company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to the requirements of Section 15(d) of the Securities Exchange Act of 1934, or any company registered as an investment company under the 1940 Act.

 

9/30/23-NLFT III-v1

18

 

ISSACHAR FUND
SUPPLEMENTAL INFORMATION (Unaudited) (Continued)
September 30, 2023
 

Officers of the Trust

 

Name,
Address,
Year of Birth
Position(s) Held with
Registrant
Length of
Service and
Term
Principal Occupation(s) During Past 5 Years
Brian Curley
1970
President Since May 2023, indefinite Vice President, Ultimus Fund Solutions, LLC (since 2020); Vice President, Gemini Fund Services, LLC (2015-2020).
Timothy Burdick
1986
Vice President Since May 2023, indefinite Vice President and Senior Managing Counsel, Ultimus Fund Solutions, LLC (2023 – present); Vice President and Managing Counsel, Ultimus Fund Solutions, LLC (2022 – 2023); Assistant Vice President and Counsel, Ultimus Fund Solutions, LLC (2019 – 2022).
Richard Gleason
1977
Treasurer Since May 2023, indefinite Assistant Vice President, Ultimus Fund Solutions, LLC (since 2020); Assistant Vice President, Gemini Fund Services, LLC (2015-2020).
Viktoriya Pallino
1995
Secretary Since August 2022, indefinite Senior Legal Administrator, Ultimus Fund Solutions, LLC (since 2023); Legal Administrator II, Ultimus Fund Solutions, LLC (2021-2023); Legal Administrator I, Ultimus Fund Solutions, LLC (2019-2021); Legal Administration Associate, Gemini Fund Services, LLC (2017-2019).
William Kimme
1962
Chief Compliance Officer Since February 2012, indefinite Senior Compliance Officer of Northern Lights Compliance Services, LLC (since 2011).

 

The Fund’s Statement of Additional Information includes additional information about the Trustees and is available free of charge, upon request, by calling toll-free at 1-866-787-8355.

 

9/30/23-NLFT III-v1

19

 

PRIVACY NOTICE

 
Rev. June 2021
 
FACTS

WHAT DOES NORTHERN LIGHTS FUND TRUST III DO WITH YOUR PERSONAL INFORMATION?

    
Why? Financial companies choose how they share your personal information.  Federal law gives consumers the right to limit some but not all sharing.  Federal law also requires us to tell you how we collect, share, and protect your personal information.  Please read this notice carefully to understand what we do.
     
What? The types of personal information we collect and share depend on the product or service you have with us.  This information can include:
 

■    Social Security number

 

■    Assets

 

■    Retirement Assets

 

■    Transaction History

 

■    Checking Account Information

■    Purchase History

 

■    Account Balances

 

■    Account Transactions

 

■    Wire Transfer Instructions

 

  When you are no longer our customer, we continue to share your information as described in this notice.
   
How? All financial companies need to share customers’ personal information to run their everyday business.  In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Northern Lights Fund Trust III chooses to share; and whether you can limit this sharing.
             
Reasons we can share your personal information Does Northern Lights
Fund Trust III share?
Can you limit
this sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

Yes No

For our marketing purposes –

to offer our products and services to you

No We don’t share
For joint marketing with other financial companies No We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

No We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

No We don’t share
For nonaffiliates to market to you No We don’t share
           
Questions? Call (631) 490-4300

20

 

Who we are
Who is providing this notice?

Northern Lights Fund Trust III

 

What we do
How does Northern Lights Fund Trust III protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.

 

Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.

How does Northern Lights Fund Trust III collect my personal information?

We collect your personal information, for example, when you

 

■    Open an account

 

■    Provide account information

 

■    Give us your contact information

 

■    Make deposits or withdrawals from your account

 

■    Make a wire transfer

 

■    Tell us where to send the money

 

■    Tells us who receives the money

 

■    Show your government-issued ID

 

■    Show your driver’s license

 

We also collect your personal information from other companies.

Why can’t I limit all sharing?

Federal law gives you the right to limit only

 

■    Sharing for affiliates’ everyday business purposes – information about your creditworthiness

 

■    Affiliates from using your information to market to you

 

■    Sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

Definitions
Affiliates

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

■     Northern Lights Fund Trust III does not share with our affiliates.

Nonaffiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies

 

■    Northern Lights Fund Trust III does not share with nonaffiliates so they can market to you.

Joint marketing

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

■    Northern Lights Fund Trust III doesn’t jointly market.

21

 

PROXY VOTING POLICY

 

Information regarding how the Fund voted proxies relating to portfolio securities for the most recent twelve month period ended June 30 as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies is available without charge, upon request, by calling 1-866-787-8355 or by referring to the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

 

PORTFOLIO HOLDINGS

 

The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT, within sixty days after the end of the period. Form N-PORT reports are available at the SEC’s website at www.sec.gov.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INVESTMENT ADVISOR 

Horizon Capital Management, Inc. 

106 Valerie Drive 

Lafayette, LA 70508

 

ADMINISTRATOR 

Ultimus Fund Solutions, LLC 

225 Pictoria Drive, Suite 450 

Cincinnati, OH 45246

 

 

 

IF-AR23

 

 

(a) Include a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1).

(b) Include a copy of each notice transmitted to stockholders in reliance on Rule 30e-3 under the Act (17 CFR 270.30e-3) that contains disclosures specified by paragraph (c)(3) of that rule

Item 2. Code of Ethics.

 

(a)       As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

 

(b)        For purposes of this item, “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote:

 

(1)Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
 
 
(2)Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;

(3)        Compliance with applicable governmental laws, rules, and regulations;

(4)The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

(5)        Accountability for adherence to the code.

 

(c)        Amendments: During the period covered by the report, there have not been any amendments to the provisions of the code of ethics.

 

(d)        Waivers: During the period covered by the report, the registrant has not granted any express or implicit waivers from the provisions of the code of ethics.

 

(e) The Code of Ethics is not posted on Registrant’ website.

 

(f) A copy of the Code of Ethics is attached as an exhibit.

 

Item 3. Audit Committee Financial Expert.

 

(a)(1)ii The Registrant’s board of trustees has determined that Mark H. Taylor is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Taylor is independent for purposes of this Item 3.

 

(a)(2) Not applicable.

 

(a)(3)   In this regard, no member of the audit committee was identified as having all of the required technical attributes identified in instruction 2 (b) to item 3 of Form N-CSR to qualify as an “audit committee financial expert,” whether through the type of specialized education or experience required by that instruction.   At this time, the board believes the experience provided by each member of the audit committee collectively offers the fund adequate oversight by its audit committee given the fund’s level of financial complexity.   The board will from time to time reexamine such belief.   

 

Item 4. Principal Accountant Fees and Services.

 

(a)Audit Fees

2023 - $16,500

2022 - $16,250

 

(b)Audit-Related Fees

2023 - None

2022 - None

 

(c)Tax Fees

2023 - $3,750

2022 - $3,575

 

Preparation of Federal & State income tax returns, assistance with calculation of required income, capital gain and excise distributions and preparation of Federal excise tax returns.

 

(d)All Other Fees
 
 

2023 - None

2022 - None

 

 

(e)(1) Audit Committee’s Pre-Approval Policies

 

The registrant’s Audit Committee is required to pre-approve all audit services and, when appropriate, any non-audit services (including audit-related, tax and all other services) to the registrant. The registrant’s Audit Committee also is required to pre-approve, when appropriate, any non-audit services (including audit-related, tax and all other services) to its adviser, or any entity controlling, controlled by or under common control with the adviser that provides ongoing services to the registrant, to the extent that the services may be determined to have an impact on the operations or financial reporting of the registrant. Services are reviewed on an engagement by engagement basis by the Audit Committee.

 

(2)Percentages of Services Approved by the Audit Committee

                                   2022         2023

Audit-Related Fees:      0.00%      0.00%

Tax Fees:                     0.00%      0.00%

All Other Fees:             0.00%      0.00%

 

(f)During the audit of registrant's financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant's engagement were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

 

(g)The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant:

 

2023- None

2022 - None

 

(h)        The registrant's audit committee has considered whether the provision of non-audit services to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant, that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the principal accountant's independence.

 

(i)            Not applicable

 

(j)            Not applicable

 

Item 5. Audit Committee of Listed Companies. Not applicable to open-end investment companies.

 

Item 6. Schedule of Investments. Schedule of investments in securities of unaffiliated issuers is included under Item 1.

 

 
 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds. 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 Funds. 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)       Based on an evaluation of the Registrant’s disclosure controls and procedures as of a date within 90 days of filing date of this Form N-CSR, the principal executive officer and principal financial officer of the Registrant have concluded that the disclosure controls and procedures of the Registrant are reasonably designed to ensure that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported by the filing date, including that information required to be disclosed is accumulated and communicated to the Registrant’s management, including the Registrant’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

(b)        There were no significant changes in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. Not applicable.

 

Item 13. Exhibits.

 

(a)(1) Code of Ethics filed herewith.

 

(a)(2) Certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 (and Item 11(a)(2) of Form N-CSR) are filed herewith.

 

(a)(3) Not applicable for open-end investment companies.

 

(b)Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 (and Item 11(b) of Form N-CSR) are 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) Northern Lights Fund Trust III

 

By (Signature and Title)

/s/ Brian Curley

Brian Curley, Principal Executive Officer/President

 

Date 12/4/23

 

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/ Brian Curley

Brian Curley, Principal Executive Officer/President

 

Date 12/4/23

 

By (Signature and Title)

/s/ Richard Gleason

Richard Gleason, Principal Financial Officer/Treasurer

 

Date 12/4/23