N-CSR 1 cphighyield_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 Dr, Ste 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: 12/31

 

Date of reporting period: 12/31/2023

 

Item 1. Reports to Stockholders.

 

 

 

 

 (CPETFS)

 

 

 

 

 

 

 

 

 

 

CP High Yield Trend ETF

 

HYTR

 

 

 

 

 

 

 

 

 

Annual Report

December 31, 2023

 

 

 

1-844-509-2775

www.cpetfs.com

 

 

 

Distributed by Northern Lights Distributors, LLC

Member FINRA

 

 

Letter to Shareholders

 

Dear Investor,

 

For the year ended December 31, 2023, The CP High Yield Trend ETF (the “Fund”) returned 8.29%, vs. 5.53% for the Bloomberg U.S. Aggregate Bond Index.

 

The Fund spent the vast majority of the year in a “risk-on” position, 100% invested in high yield bond ETFs. In late September, the Fund’s ensemble of moving average and momentum signals began to dictate more conservative positioning, including a brief “risk-off” period in late October, when the Fund was 100% invested in Treasury ETFs. For much of November and all of December, the Fund was again “risk-on,” 100% invested in high yield bond ETFs. A fall in interest rates and narrowing credit spreads provided a meaningful tailwind in the fourth quarter of 2023. The extensive “risk-on” positioning throughout the year enabled the Fund to participate in a rally enjoyed by high yield bond markets.

 

The strategy served its purpose, seeking reasonable fixed income returns during a year of relative stability and positive performance for high yield.

 

The Fund remains well positioned to seek to invest in high yield bond markets during stable or rising environments, while targeting “risk-off” positioning in Treasury ETFs during periods of market stress.

 

7118-NLD 01/22/2024

1

 

CP High Yield Trend ETF
PORTFOLIO REVIEW (Unaudited)
December 31, 2023

 

Average Annual Total Return through December 31, 2023, as compared to its benchmarks:

 

    Annualized
  One Year Since Inception (1)
CP High Yield Trend ETF - NAV 8.13% (0.54)%
CP High Yield Trend ETF - Market Price 8.29% (0.51)%
CP High Yield Trend Index (2) 9.28% 0.23%
Bloomberg U.S. Aggregate Bond Index (3) 5.53% (0.94)%

 

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

 

(LINE GRAPH)

 

The Fund’s past performance does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the sales of Fund shares. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by visiting counterpointfunds.com or by calling 1-844-509-2775. The Fund’s per share net asset value or NAV is the value of one share of the Fund as calculated in accordance with the standard formula for valuing exchange traded fund shares. The NAV return is based on the NAV of the Fund and the market return is based on the market price per share of the Fund. Market Price returns are calculated using the closing price and account for distributions from the Fund. Market and NAV returns assume that dividends and capital gain distributions have been reinvested in the Fund at Market Price and NAV, respectively. The Fund’s adviser has contractually agreed to reduce its fees and/or absorb expenses of the Fund, until at least May 1, 2024, to ensure that total annual fund operating expenses after fee waiver and/or reimbursement (exclusive of any front-end or contingent deferred loads, brokerage fees and commissions, borrowing costs (such as interest and dividend expense on securities sold short), acquired fund fees and expenses, fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses), taxes and extraordinary expenses such as litigation (which may include indemnification of Fund officers and Trustees, contractual indemnification of Fund service providers (other than the adviser))) will not exceed 0.60% of the Fund’s average daily net assets. These fee waivers and expense reimbursements are subject to possible recoupment by the adviser from the Fund in future years (within the three years from the time the fees were waived or reimbursed), if such recoupment can be achieved within the lesser of the foregoing expense limits or those in place at the time of recapture. This agreement may be terminated by the Trust’s Board of Trustees only on 60 days’ written notice to the adviser. Had the adviser not waived a portion of its fees, total returns would have been lower. The Fund’s total gross annual operating expenses are 2.92% per the May 1, 2023 Prospectus. After fee waivers and/or expense reimbursements, the Fund’s net annual operating expenses are 0.79% per the May 1, 2023 Prospectus.

 

(1)As of the close of business on the day of commencement of operations on January 21, 2020.

 

(2)The CP High Yield Trend Index is composed, in 20% increments, of U.S. high yield corporate bonds (“junk bonds”) with the remainder in U.S. Treasury ETFs. Index returns assume reinvestment of dividends. Investors may not invest in the Index directly. Unlike the Fund’s returns, the Index does not reflect any fees or expenses.

 

(3)The Bloomberg U.S. Aggregate Bond Index is an unmanaged index comprised of U.S. investment grade, fixed rate bond market securities, including government, government agency, corporate and mortgage-backed securities between one and ten years. Index returns assume reinvestment of dividends. Investors may not invest in the Index directly. Unlike the Fund’s returns, the Index does not reflect any fees or expenses.

 

Portfolio Composition as of December 31, 2023

Holdings By Asset Type  % of Net Assets 
Exchange-Traded Funds   99.5%
Other Assets in Excess of Liabilities   0.5%
    100.0%

 

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

2

 

CP HIGH YIELD TREND ETF
SCHEDULE OF INVESTMENTS
December 31, 2023

 

Shares      Fair Value 
     EXCHANGE-TRADED FUNDS — 99.5%     
     FIXED INCOME - 99.5%     
 63,847   iShares Broad USD High Yield Corporate Bond ETF  $2,320,838 
 22,834   iShares iBoxx High Yield Corporate Bond ETF   1,767,123 
 18,637   SPDR Bloomberg High Yield Bond ETF   1,765,483 
     TOTAL EXCHANGE-TRADED FUNDS (Cost $5,671,377)   5,853,444 
           
     TOTAL INVESTMENTS - 99.5% (Cost $5,671,377)  $5,853,444 
     OTHER ASSETS IN EXCESS OF LIABILITIES - 0.5%   27,088 
     NET ASSETS - 100.0%  $5,880,532 

 

ETF - Exchange-Traded Fund
   
SPDR - Standard & Poor’s Depositary Receipt

 

See accompanying notes to financial statements.

3

 

CP HIGH YIELD TREND ETF
STATEMENT OF ASSETS AND LIABILITIES
December 31, 2023

 

ASSETS     
Investment securities:     
At cost  $5,671,377 
At fair value  $5,853,444 
Cash   28,174 
Receivable due from advisor   41,302 
Prepaid expenses and other assets   1,057 
TOTAL ASSETS   5,923,977 
      
LIABILITIES     
Payable to related parties   8,324 
Accrued expenses and other liabilities   35,121 
TOTAL LIABILITIES   43,445 
NET ASSETS  $5,880,532 
      
NET ASSETS CONSIST OF:     
Paid in capital  $7,161,478 
Accumulated losses   (1,280,946)
NET ASSETS  $5,880,532 
      
NET ASSET VALUE PER SHARE:     
Net Assets  $5,880,532 
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)   275,000 
Net asset value (Net Assets / Shares Outstanding), offering price and redemption price per share  $21.38 

 

See accompanying notes to financial statements.

4

 

CP HIGH YIELD TREND ETF
STATEMENT OF OPERATIONS
For the Year Ended December 31, 2023

 

INVESTMENT INCOME     
Dividends  $421,712 
TOTAL INVESTMENT INCOME   421,712 
      
EXPENSES     
Investment advisory fees   35,307 
Administrative services fees   72,200 
Professional fees   41,767 
Compliance officer fees   15,969 
Trustees fees and expenses   14,969 
Transfer agent fees   11,001 
Printing and postage expenses   10,334 
Custodian fees   8,514 
Insurance expense   2,975 
Other expenses   18,081 
TOTAL EXPENSES   231,117 
      
Less: Fees waived/expenses reimbursed by the adviser   (188,773)
      
NET EXPENSES   42,344 
      
NET INVESTMENT INCOME   379,368 
      
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS     
Net realized loss on investments   (179,537)
Net realized gain on in-kind redemptions   62,506 
Net change in unrealized appreciation on investments   196,089 
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS   79,058 
      
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  $458,426 

 

See accompanying notes to financial statements.

5

 

CP HIGH YIELD TREND ETF
STATEMENTS OF CHANGES IN NET ASSETS

 

   For the   For the 
   Year Ended   Year Ended 
   December 31, 2023   December 31, 2022 
FROM OPERATIONS:          
Net investment income  $379,368   $98,018 
Net realized loss on investments   (179,537)   (1,125,755)
Net realized gain (loss) on in-kind redemptions   62,506    (53,673)
Net change in unrealized appreciation (depreciation) on investments   196,089    (54,516)
Net increase (decrease) in net assets resulting from operations   458,426    (1,135,926)
           
DISTRIBUTIONS TO SHAREHOLDERS:          
Total distributions paid   (381,910)   (95,405)
Decrease in net assets resulting from distributions to shareholders   (381,910)   (95,405)
           
FROM SHARES OF BENEFICIAL INTEREST:          
Proceeds from shares sold   2,117,729     
Payments for shares redeemed   (3,628,085)   (1,588,607)
Net decrease in net assets resulting from shares of beneficial interest   (1,510,356)   (1,588,607)
           
TOTAL DECREASE IN NET ASSETS   (1,433,840)   (2,819,938)
           
NET ASSETS          
Beginning of Year   7,314,372    10,134,310 
End of Year  $5,880,532   $7,314,372 
           
SHARE ACTIVITY          
Shares Sold   100,000     
Shares Redeemed   (175,000)   (75,000)
Net decrease in shares of beneficial interest outstanding   (75,000)   (75,000)

 

See accompanying notes to financial statements.

6

 

CP HIGH YIELD TREND ETF
FINANCIAL HIGHLIGHTS

 

Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Period

 

   For the   For the   For the   For the 
   Year Ended   Year Ended   Year Ended   Period Ended 
   December 31, 2023   December 31, 2022   December 31, 2021   December 31, 2020 (1) 
                 
Net asset value, beginning of period  $20.90   $23.85   $24.07   $25.00 
                     
Income from investment operations:                    
Net investment income (2)   1.12    0.24    0.79    0.71 
Net realized and unrealized gain (loss) on investments   0.52    (2.93)   (0.13)   (0.91)
Total from investment operations   1.64    (2.69)   0.66    (0.20)
                     
Less distributions from:                    
Net investment income   (1.16)   (0.26)   (0.81)   (0.72)
Return of capital           (0.07)   (0.01)
Total distributions   (1.16)   (0.26)   (0.88)   (0.73)
                     
Net asset value, end of period  $21.38   $20.90   $23.85   $24.07 
                     
Market price, end of period *  $21.40   $20.89   $23.84   $24.07 
                     
Total return (3)   8.13%   (11.31)%   2.79%   (0.70)% (4)
                     
Market Price Total return (3)   8.29%   (11.31)%   2.75%   (0.69)% (4)
                     
Net assets, at end of period (000s)  $5,881   $7,314   $10,134   $12,635 
                     
Ratio of gross expenses to average net assets (6,9)   3.27%   2.73%   1.94%   1.91% (5)
Ratio of net expenses to average net assets (6)   0.60%   0.60%   0.60%   0.60% (5)
Ratio of net investment income to average net assets (7)   5.38%   1.10%   3.28%   3.17% (5)
Portfolio Turnover Rate (8)   547%   439%   255%   561% (4)

 

(1)The CP High Yield Trend ETF commenced operations on January 21, 2020.

 

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

 

(3)Total returns are historical in nature and assume changes in share price, reinvestment of all dividends and distributions, if any. Had the adviser not waived a portion of its fees or reimbursed other expenses, total returns would have been lower.

 

(4)Not annualized.

 

(5)Annualized.

 

(6)Does not include the expenses of other investment companies in which the Fund invests.

 

(7)Recognition of investment income by the Fund is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests.

 

(8)Portfolio turnover rate excludes portfolio securities received or delivered as a result of processing capital share transactions in Creation Units. (Note 7)

 

(9)Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursements by the adviser.

 

*Market Price is determined by using the midpoint between the highest bid and the lowest offer on the primary stock exchange on which shares of the Fund are listed for trading, as of the time that the Fund’s NAV is calculated.

 

See accompanying notes to financial statements.

7

 

CP High Yield Trend ETF
NOTES TO FINANCIAL STATEMENTS
December 31, 2023

 

1.ORGANIZATION

 

The CP High Yield Trend ETF (the “Fund”) is a diversified series of Northern Lights Fund Trust III (the “Trust”), a trust organized under the laws of the State of Delaware on December 5, 2011, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Fund seeks to provide investment results that equals or exceeds, before fees and expenses, the performance of the CP High Yield Trend Index (the “Index”). The Fund commenced operations on January 21, 2020. The Fund is a “fund of funds” in that the Fund will generally invest in other investment companies.

 

2.SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies followed by the Fund in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements requires 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 increase and decrease in net assets from operations during the reporting period. 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”.

 

Security 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”). In the absence of a sale, such securities shall be valued at the mean between the current bid and ask prices on the day of valuation. Options contracts listed on a securities exchange or board of trade for which market quotations are readily available shall be valued at the last quoted sales price or, in the absence of a sale, at the mean between the current bid and ask prices on the day of valuation. Option contracts not listed on a securities exchange or board of trade for which over-the-counter market quotations are readily available shall be valued at the mean between the current bid and ask prices on the day of valuation. Index options shall be valued at the mean between the current bid and ask prices on the day of valuation. Investments in open-end investment companies are valued at net asset value, including the short-term investment currently held. Debt securities (other than short-term obligations) are valued each day by an independent pricing service approved by the Board of Trustees of the Trust (the “Board”) based on methods which include consideration of: yields or prices of securities of comparable quality, coupon, maturity and type, indications as to values from dealers, and general market conditions or market quotations from a major market maker in the securities. Short-term debt obligations, having 60 days or less remaining until maturity, at time of purchase, may be valued at amortized cost.

 

Valuation of Underlying Investment Companies - The Fund may invest in portfolios of open-end or closed-end investment companies (the “Underlying Funds”). Mutual funds are valued at their respective net asset values as reported by such investment companies. Exchange-traded funds (“ETFs”) are valued at the lasted reported sales price or official closing price. Open-end investment companies 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 in accordance with the methods established by the board of directors of the open-end funds. The shares of many closed-end investment companies and ETFs, 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 or ETF purchased by the Fund will not change.

 

The Fund may hold investments, 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 has delegated execution of these procedures to the adviser as its valuation designee (the “Valuation

8

 

CP High Yield Trend ETF
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2023

 

Designee”). The Board may also enlist third party consultants such a valuation specialist at a public accounting firm, valuation consultant or financial officer of a security issuer on an as-needed basis to assist the Valuation Designee in determining a security-specific fair value. The Board is responsible for reviewing and approving fair value methodologies utilized by the Valuation Designee, which approval shall be based upon whether the Valuation Designee followed the valuation procedures established by the Board.

 

Fair Valuation Process – Applicable investments are valued by the Valuation Designee pursuant to valuation procedures established by the Board. For example, 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 Valuation Designee, the prices or values available do not represent the fair value of the instrument; factors which may cause the Valuation Designee to make such a judgment include, but are not limited to, the following: only a bid price or an asked price is available; the spread between bid and asked 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; and (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 a 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 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 a current bid from such independent dealers or other independent parties is unavailable, the Valuation Designee 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 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 judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

9

 

CP High Yield Trend ETF
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2023

 

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 December 31, 2023 for the Fund’s investments measured at fair value:

 

Assets *  Level 1   Level 2   Level 3   Total 
Exchange-Traded Funds  $5,853,444   $   $   $5,853,444 
Total  $5,853,444   $   $   $5,853,444 

 

The Fund did not hold any Level 2 or Level 3 securities during the period.

 

*Please refer to the Schedule of Investments for industry classifications.

 

Exchange Traded Funds – The Fund may invest in ETFs. ETFs are a type of fund bought and sold on a securities exchange. An ETF trades like common stock and represents a 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 reflects the risks of owning the underlying securities they are designed to track, 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.

 

Underlying Funds Risk – ETFs in which the Fund invests are subject to investment advisory and other expenses, which will be indirectly paid by the Fund. As a result, the cost of investing in the Fund is higher than the cost of investing directly in the Underlying Funds and may be higher than other funds that invest directly in stocks and bonds.

 

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 using the effective yield method. Dividend income and expense are 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.

 

Distributions to Shareholders – Dividends from net investment income, if any, are declared and paid monthly. Distributable net realized capital gains, if any, are declared and distributed annually. Dividends from net investment income and distributions from net realized gains 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, etc.) 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. Any such reclassifications will have no effect on net assets, results of operations, or net asset values per share of the Fund. Dividends that represent long term capital gain distributions from underlying investments are reclassified out of dividend income and presented separately for financial reporting purposes. The Fund holds certain investments which pay dividends to their shareholders based upon available funds from operations. Distributions received from investments in securities that represent a return of capital or long-term capital gains are recorded as a reduction of the cost of investments or as a realized gain, respectively.

 

Federal Income Taxes – The Fund complies with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income to its shareholders. Therefore, no provision for federal income tax is required.

 

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions and

10

 

CP High Yield Trend ETF
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2023

 

has concluded that no liability for unrecognized tax benefits related to uncertain tax positions taken in the Fund’s December 31, 2020, to December 31, 2022, tax returns or expected to be taken in the Fund’s December 31, 2023, year-end tax returns. The Fund identified its major tax jurisdictions as U.S. federal, Ohio and foreign jurisdictions where the Fund makes significant investments. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expenses in the Statement of Operations. During the year ended December 31, 2023, the Fund did not incur any interest or penalties. 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.

 

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 (as determined by the Board), taking into consideration the nature and type of expense and the relative sizes of the funds in the Trust.

 

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.

 

Cash and Cash Equivalents – Idle cash may be swept into various overnight demand deposits and is classified as cash and cash equivalents on the Statement of Assets and Liabilities. The Fund maintains cash in a bank deposit account which, at times, may exceed United States federally insured limits. Amounts swept overnight are available on the next business day.

 

3.INVESTMENT TRANSACTIONS

 

For the year ended December 31, 2023, cost of purchases and proceeds from sales of portfolio securities (excluding in-kind transactions and short-term investments), amounted to $38,241,610 and $38,223,780, respectively.

 

For the year ended December 31, 2023, cost of purchases and proceeds from sales of portfolio securities for in-kind transactions, amounted to $2,110,347 and $3,615,320, respectively.

 

4.INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES

 

Counterpoint Funds, LLC serves as the Fund’s investment adviser (the “Adviser”). Pursuant to an investment advisory agreement with the Trust, on behalf of the Fund, the Adviser, under the oversight of the Board, oversees the daily operations of the Fund, manages the Fund’s portfolio, and supervises the performance of administrative and professional services provided by others. As compensation for its services and the related expenses borne by the Adviser, the Fund pays the Adviser a management fee, computed and accrued daily and paid monthly, at an annual rate of 0.50% of the Fund’s average daily net assets. For the year ended December 31, 2023, the Fund incurred $35,307 in advisory fees.

 

The Adviser has contractually agreed to reduce its fees and/or absorb expenses of the Fund, until at least May 1, 2024, to ensure that total annual fund operating expenses after fee waiver and/or reimbursement (exclusive of any front-end or contingent deferred loads, brokerage fees and commissions, borrowing costs (such as interest and dividend expense on securities sold short), acquired fund fees and expenses, fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses), taxes and extraordinary expenses such as litigation (which may include indemnification of Fund officers and Trustees, contractual indemnification of Fund service providers (other than the Adviser))) will not exceed 0.60% of the Fund’s average daily net assets. These fee waivers and expense

11

 

CP High Yield Trend ETF
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2023

 

reimbursements are subject to possible recoupment by the Adviser from the Fund in future years (within the three years from the time the fees were waived or reimbursed), if such recoupment can be achieved within the lesser of the foregoing expense limits or those in place at the time of recapture. This agreement may be terminated by the Board only on 60 days’ written notice to the Adviser. During the year ended December 31, 2023, the Adviser waived fees in the amount of $188,773. As of December 31, 2023, the total amount of previously waived fees is $524,139, of which $144,900 is subject to recapture by December 31, 2024, $190,466 is subject to recapture by December 31, 2025, and $188,773 is subject to recapture by December 31, 2026.

 

Distributor – The distributor of the Fund is Northern Lights Distributors, LLC (the “Distributor”). The Board has adopted, on behalf of the Fund, the Trust’s Master Distribution and Shareholder Servicing Plan as amended (the “Plan”), pursuant to Rule 12b-1 under the 1940 Act, to pay for certain distribution activities and shareholder services related to Fund shares. Under the Plan, the Fund may pay 0.25% per year of the average daily net assets of Fund shares for such distribution and shareholder service activities. As of December 31, 2023 the Plan has not been activated. For the year ended December 31, 2023, the Fund did not incur any distribution fees.

 

The Distributor acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares and is an affiliate of Ultimus Fund Solutions, LLC.

 

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

 

Ultimus Fund Solutions, LLC (“UFS”) – UFS, an affiliate of the Distributor, provides administration and fund accounting services to the Trust. Pursuant to separate servicing agreements with UFS, the Fund pays UFS customary fees for providing administration and fund accounting services to the Fund as shown in the Statement of Operations. 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”) – 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 which are included in the chief compliance officer fees in the Statement of Operations.

 

Blu Giant, LLC (“Blu Giant”) – 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 which are included in the printing and postage expenses in the Statement of Operations.

 

5.AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION – TAX BASIS

 

    Gross   Gross   Net Unrealized 
Tax   Unrealized   Unrealized   Appreciation 
Cost   Appreciation   Depreciation   (Depreciation) 
$5,857,029   $182,067   $(185,652)  $(3,585)

12

 

CP High Yield Trend ETF
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2023

 

6.DISTRIBUTIONS TO SHAREHOLDER AND TAX COMPONENTS OF CAPITAL

 

The tax character of fund distributions paid for the periods ended December 31, 2023, and December 31, 2022, were as follows:

 

   Fiscal Year Ended   Fiscal Year Ended 
   December 31, 2023   December 31, 2022 
Ordinary Income  $381,910   $95,405 
Long-Term Capital Gain        
Return of Capital        
   $381,910   $95,405 

 

As of December 31, 2023, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed   Undistributed   Post October Loss   Capital Loss   Other   Unrealized   Total 
Ordinary   Long-Term   and   Carry   Book/Tax   Appreciation/   Distributable Earnings/ 
Income   Gains   Late Year Loss   Forwards   Differences   (Depreciation)   (Accumulated Deficit) 
$71   $   $   $(1,277,432)  $   $(3,585)  $(1,280,946)

 

The difference between book basis and tax basis unrealized appreciation and accumulated net realized loss from security transactions is primarily attributable to the tax deferral of losses on wash sales.

 

At December 31, 2023, the Fund had capital loss carry forwards for federal income tax purposes available to offset future capital gains, as follows:

 

Non-Expiring   Non-Expiring         
Short-Term   Long-Term   Total   CLCF Utilized 
$1,262,238   $15,194   $1,277,432   $ 

 

Permanent book and tax differences, primarily attributable to the realized gain/(loss) on in-kind redemptions, resulted in reclassifications for the Fund for the fiscal year ended December 31, 2023, as follows:

 

Paid     
In   Accumulated 
Capital   Deficit 
$(106,863)  $106,863 

 

7.CAPITAL SHARE TRANSACTIONS

 

Shares are not individually redeemable and may be redeemed by the Fund at net asset value only in large blocks known as “Creation Units.” Shares are created and redeemed by the Fund only in Creation Unit size aggregations of 25,000 shares. Only Authorized Participants are permitted to purchase or redeem Creation Units from the Fund. An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Such transactions are generally permitted on an in-kind basis, with a balancing cash component to equate the transaction to the net asset value per share of the Fund on the transaction date. Cash may be substituted equivalent to the value of certain securities generally when they are not available in sufficient quantity for delivery, not eligible for trading by the Authorized Participant or as a result of other market circumstances. In addition, the Fund may impose transaction fees on purchases and redemptions of Fund shares to cover the custodial and other costs incurred by the Fund in effecting trades. A fixed fee payable to the custodian may be imposed on each creation and redemption transaction regardless of the number of Creation Units involved in the transaction (“Fixed Fee”). Purchases and redemptions of Creation Units for cash or involving cash-in-lieu are required to pay an additional

13

 

CP High Yield Trend ETF
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2023

 

variable charge to compensate the Fund and its ongoing shareholders for brokerage and market impact expenses relating to Creation Unit transactions (“Variable Charge,” and together with the Fixed Fee, the “Transaction Fees”). Transactions in capital shares for the Fund are disclosed in the Statement of Changes in Net Assets.

 

The Transaction Fees for the Fund are listed in the table below:

 

Fixed Fee Variable Charge
$200 2.00%*

 

*The maximum Transaction Fee may be up to 2.00% of the amount invested.

 

For the year ended December 31, 2023, the fixed and variable fees were as follows:

 

Fixed Fees   Variable Fees 
$1,200   $ 

 

8.UNDERLYING INVESTMENT IN OTHER INVESTMENT COMPANIES

 

The Fund currently invests a portion of its assets in the iShares Broad USD High Yield Corporate Bond ETF, the iShares iBoxx $ High Yield Bond ETF and the SPDR Bloomberg High Yield Bond ETF. The Fund may redeem its investment in the above-mentioned funds at any time if the Adviser determines that it is in the best interest of the Fund and its shareholders to do so. The performance of the Fund will be directly affected by the performance of the above mentioned funds. The financial statements of the above-mentioned funds, including their portfolio of investments, can be found at the Securities and Exchange Commission’s (“SEC”) website www.sec.gov and should be read in conjunction with the Fund’s financial statements. As of December 31, 2023, the percentage of the net assets invested in each fund were as follows.

 

Underlying Investment  % of Net Assets 
iShares Broad USD High Yield Corporate Bond ETF   39.47%
iShares iBoxx $ High Yield Corporate Bond ETF   30.05%
SPDR Bloomberg High Yield Bond ETF   30.02%

 

9.RECENT REGULATORY UPDATES

 

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 not 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.

 

10.SUBSEQUENT EVENTS

 

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

14

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of Northern Lights Fund Trust III and
the Shareholders of CP High Yield Trend ETF

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities of CP High Yield Trend ETF (the Fund), including the schedule of investments, as of December 31, 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 three years in the period then ended and for the period from January 21, 2020 (commencement of operations) through December 31, 2020. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 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 three years in the period then ended and for the period from January 21, 2020 (commencement of operations) through December 31, 2020, 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 audit 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 securities owned as of December 31, 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 Counterpoint Funds, LLC advised investment companies since 2015.

 

Denver, Colorado
February 29, 2024

15

 

CP High Yield Trend ETF
EXPENSE EXAMPLE (Unaudited)
December 31, 2023

 

ETFs have operating expenses. As a shareholder of the Fund you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares; and (2) ongoing costs, including management 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 funds. A shareholder may incur brokerage commissions on their purchases and sales of Fund shares, which are not reflected in the example below.

 

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as disclosed in the table below.

 

Actual Expenses

 

The “Actual” line in the table below provides information about actual account values and actual expenses. You may use the information below, 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 table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

 

The “Hypothetical” line in the 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 balances or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 brokerage commissions paid. Therefore, the 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.

 

    Ending Annualized  
  Beginning Account Expense Expenses Paid
  Account Value Value Ratio During Period
Actual 7/1/23 12/31/23   7/1/23 - 12/31/23*
CP High Yield Trend ETF $1,000.00 $1,049.40 0.60% $ 3.10
Hypothetical        
(5% return before expenses) 7/1/23 12/31/23   7/1/23 - 12/31/23*
CP High Yield Trend ETF $1,000.00 $ 1,022.18 0.60% $ 3.06

 

*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 (184) divided by the number of days in the fiscal year (365).

 

For more information about current performance, holdings, or historical premiums/discounts, please visit our website at www.cpetfs.com.

16

 

CP High Yield Trend ETF
SUPPLEMENTAL INFORMATION (Unaudited)
December 31, 2023

 

LIQUIDITY RISK MANAGEMENT PROGRAM

 

The Fund has adopted and implemented a written liquidity risk management program as required by Rule 22e-4 (the “Liquidity Rule”) under the 1940 Act. The program is reasonably designed to assess and manage the Fund’s liquidity risk, taking into consideration, among other factors, the Fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions; its short and long-term cash flow projections; and its cash holdings and access to other funding sources.

 

During the year ended December 31, 2023, the Trust’s Liquidity Risk Management Program Committee (the “Committee”) reviewed the Fund’s investments and determined that the Fund held adequate levels of cash and highly liquid investments to meet shareholder redemption activities in accordance with applicable requirements. Accordingly, the Committee concluded that (i) the Fund’s liquidity risk management program is reasonably designed to prevent violations of the Liquidity Rule and (ii) the Fund’s liquidity risk management program has been effectively implemented.

17

 

CP High Yield Trend ETF
SUPPLEMENTAL INFORMATION (Unaudited)
December 31, 2023

 

Renewal of Advisory Agreement – CP High Yield Trend ETF*

 

In connection with a meeting held on August 23-24, 2023, the Board, including a majority of the Trustees who are not “interested persons,” as that term is defined in the 1940 Act, discussed the renewal of the investment advisory agreement (the “Advisory Agreement”) between the Adviser and the Trust, with respect to CP High Yield Trend ETF (“CP HYT”). In considering the renewal of the Advisory Agreement, the Board received materials specifically relating to CP HYT and the Advisory Agreement.

 

The Board relied upon the advice of independent legal counsel and its own business judgment in determining the material factors to be considered in evaluating the Advisory Agreement and the weight to be given to each such factor. The Board’s conclusions were based on an evaluation of all of the information provided and were not the result of any one factor. Moreover, each Trustee may have afforded different weight to the various factors in reaching conclusions with respect to the Advisory Agreement.

 

Nature, Extent and Quality of Services. The Board recognized that the Adviser was established in 2014 and managed approximately $1.4 billion in assets. The Board reviewed the Adviser’s investment personnel, taking into consideration their education, association with academia, financial industry experience, and technology expertise. The Board remarked that the Adviser monitored CP HYT on a daily basis to ensure its compliance with the investment guidelines and restrictions in CP HYT’s prospectus. The Board commented that the Adviser developed a checklist of limitations and procedures for CP HYT to evaluate CP HYT’s compliance with its investment guidelines. The Board noted that the Adviser used Bloomberg AIM to automate trade compliance functions. The Board acknowledged that the Adviser was attentive to cybersecurity matters and enhancing its cybersecurity protocols and procedures. The Board noted that the Adviser reported no regulatory, compliance or litigation issues in the past year and that it selected broker-dealers on the basis of best execution and trading costs. The Board discussed that the Adviser selected investments by utilizing quantitative models built on its proprietary research of economic indicators and investment anomalies. The Board noted that the Adviser updated the models periodically to include newer or more effective anomalies and reduce its exposure to unperforming anomalies. The Board recognized that the Adviser adjusted CP HYT’s exposure to equity and debt based on signals received from its models. The Board agreed that the Adviser dedicated adequate resources and technology to support the investment process, risk management and compliance for CP HYT. The Board concluded that it could expect the Adviser to continue providing high quality service to CP HYT and its shareholders.

 

Performance. The Board acknowledged that CP HYT was a 2-star Morningstar rating fund and underperformed its peer group, Morningstar category, and benchmark across all periods. The Board acknowledged that CP HYT was in the first quartile for standard deviation among its peer group and Morningstar category across all periods. The Board considered that the Adviser attributes underperformance to shortcomings of the index which included the failure to reduce interest rate risk during the second half of 2022. The Board noted the Adviser had since revised the index to prevent a reoccurrence should interest rates rise again and added a stop loss feature on treasuries. The Board observed that CP HYT’s tracking error relative to the index had been reasonable and noted that the variation was primarily attributable to management fees and trading commissions. The Board agreed that the Adviser should continue managing CP HYT.

 

Fees and Expenses. The Board observed that the Adviser’s advisory fee for CP HYT was higher than the medians and averages of its peer group and Morningstar category. The Board commented that its net expense ratio was also higher than the peer group and Morningstar category medians and averages. The Board considered the Adviser’s explanation that CP HYT was actively managed whereas many funds in its peer group and Morningstar category were passively managed, as well as the additional intellectual property provided additional value. The Board also noted the Adviser’s assertion that most of the funds in its peer group were non-tactical products with lower turnover than CP HYT. Given these considerations, the Board concluded that the advisory fee for CP HYT was not unreasonable.

 

Economies of Scale. The Board considered whether economies of scale had been realized in connection with the advisory services provided to CP HYT. The Board acknowledged the Adviser’s willingness to consider

18

 

CP High Yield Trend ETF
SUPPLEMENTAL INFORMATION (Unaudited) (Continued)
December 31, 2023

 

breakpoints at a future date and the Adviser’s general concerns regarding capacity constraints with respect to CP HYT. The Board considered the protection from higher fees offered to shareholders from the expense limitation agreements. The Board agreed to monitor and revisit the issue with the Adviser at the time of the six-month review.

 

Profitability. The Board recognized that the Adviser was managing CP HYT at a loss. The Board considered the benefits that the Adviser could derive from its soft dollar arrangements. The Board concluded that excessive profitability was therefore not a concern for the Adviser in connection with CP HYT.

 

Conclusion. Having requested and reviewed such information from the Adviser as the Board believed to be reasonably necessary to evaluate the terms of the Advisory Agreement, and as assisted by the advice of independent counsel, the Board concluded that renewal of the Advisory Agreement was in the best interests of CP HYT and its shareholders.

 

*Due to timing of the contract renewal schedule, these deliberations may or may not relate to the current performance results of CP HYT.

19

 

CP High Yield Trend ETF
SUPPLEMENTAL INFORMATION (Unaudited)
December 31, 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). 5 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). 5 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). 5 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). 5 Northern Lights Fund Trust III (for series not affiliated with the Fund since 2015).

 

*As of December 31, 2023, the Trust was comprised of 33 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.

 

12/31/23-NLFT III-v1

20

 

CP High Yield Trend ETF
SUPPLEMENTAL INFORMATION (Unaudited) (Continued)
December 31, 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 (2012-2020).
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 1-844-509-2775.

 

12/31/23-NLFT III-v1

21

 

Rev. June 2021

 

PRIVACY NOTICE

 

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

 

■    Purchase History

■    Assets

 

■    Account Balances

■    Retirement Assets

 

■    Account Transactions

■    Transaction History

 

■    Wire Transfer Instructions

■    Checking Account Information

 

 
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

22

 

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.

23

 

This Page Intentionally Left Blank

 

 

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 or will be available without charge, upon request, by calling 1-844-509-2775 or by referring to the SEC’s website at http://www.sec.gov.

 

PORTFOLIO HOLDINGS

 

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT. Form N-PORT is available on the SEC’s website at http://www.sec.gov. The information on Form N-PORT is available without charge, upon request, by calling 1-844-509-2775.

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INVESTMENT ADVISOR
Counterpoint Funds, LLC
12760 High Bluff Drive, Suite 280
San Diego, California 92130
 
ADMINISTRATOR
Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
 
HYTR-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 board of directors of the fund has determined that the fund does not have an audit committee financial expert serving on its audit committee.

 

(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                   2022     2023

CP High Yield Trend ETF $17,250 $18,000

 

(b) Audit-Related Fees       2022 2023

CP High Yield Trend ETF      $0     $0

(c) Tax Fees                                  2022  2023

CP High Yield Trend ETF $3,575 $3,750

 

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                      2022 2023

CP High Yield Trend ETF   $0    $0

 

(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

 

CP High Yield Trend ETF

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:

 

2022 2023

CP High Yield Trend ETF $3,575 $3,750

 

(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 to open-end investment companies.

 

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 3/5/2024

 

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 3/5/2024

 

By (Signature and Title)

/s/ Rich Gleason

Rich Gleason, Principal Financial Officer/Treasurer

 

Date 3/5/2024