POS EX

Filed with the Securities and Exchange Commission on May 23, 2024

1933 Act Registration File No. 333-276290

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☒

☐ Pre-Effective Amendment No.   ___

☒ Post-Effective Amendment No.  1

(Check appropriate box or boxes.)

INVESTMENT MANAGERS SERIES TRUST III

(Exact Name of Registrant as Specified in Charter)

235 West Galena Street

Milwaukee, WI 53212-3948

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: (626) 385-5777

Diane J. Drake

Mutual Fund Administration, LLC

2220 E. Route 66, Suite 226

Glendora, CA 91740

(Name and Address of Agent for Service)

Copy to:

Laurie Dee

Morgan, Lewis & Bockius LLP

600 Anton Boulevard, Suite 1800

Costa Mesa, CA 92626

Approximate Date of Proposed Public Offering: As soon as practicable after the Registration Statement becomes effective under the Securities Act of 1933, as amended.

It is proposed that this filing will become effective on the 30^th day pursuant to Rule 488.

Title of Securities Being Registered:

FPA Global Equity ETF

No filing fee is required because an indefinite number of shares have previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940.

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Investment Managers Series Trust III (the “Trust”) Registration Statement on Form N-14 hereby incorporates Part A and Part B from the Trust’s Registration Statement on Form N-14 filed on December 27, 2023 (SEC Accession No. 0001104659-23-129760). This Post-Effective Amendment No. 1 is being filed for the purpose of adding exhibits to Part C of the Registration Statement.

PART C: OTHER INFORMATION

Item 15. Indemnification

Reference is made to Article VI of Registrant’s Declaration of Trust, which is incorporated herein by reference. Registrant hereby also makes the undertaking consistent with Rule 484 under the Securities Act of 1933, as amended. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Pursuant to the Distribution Agreement between Registrant and UMB Distribution Services, LLC (“Provider”), Registrant shall indemnify, defend and hold Provider, and each of its present or former directors, members, officers, employees, representatives and any person who controls or previously controlled Provider within the meaning of Section 15 of the Securities Act (“Provider Indemnitees”), free and harmless from and against: (1) any and all losses, claims, demands, liabilities, damages, charges, payments, costs and expenses (including the costs of investigating or defending any alleged losses, claims, demands, liabilities, damages, charges, payments, fines, penalties, costs or expenses and any counsel fees incurred in connection therewith) of any and every nature (“Losses”) which Provider and each of the Provider Indemnitees may incur under the Securities Act, the Securities Exchange Act of 1934 and the Investment Company Act of 1940 and any other statute (including Blue Sky laws) or any rule or regulation thereunder, or under common law or otherwise arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement or any Prospectus, an annual or interim report to shareholders or sales literature, or any amendments or supplements thereto, or arising out of or based upon any omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that Registrant’s obligation to indemnify Provider and any of the foregoing Provider Indemnitees shall not be deemed to cover any Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with information relating to Provider and furnished to Registrant or its counsel by Provider in writing for the purpose of, and used in, the preparation thereof; or (2) any and all Losses which Provider and each of the Provider Indemnitees may incur in connection with this Agreement, Provider’s performance hereunder, or Provider’s acting in accordance with instructions from Registrant or its representatives, except to the extent the Losses result from Provider’s breach of this Agreement or from Provider’s willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

ITEM 16. EXHIBITS

(1)	Charter Documents:
	(a)	Agreement and Declaration of Trust is incorporated herein by reference to Post-Effective Amendment No. 24 to Registrant’s Registration Statement on Form N-1A filed with the Securities and Exchange Commission (the “Commission”) on July 13, 1998.
	(b)	Certificate of Trust is incorporated herein by reference to Post-Effective Amendment No. 24 to Registrant’s Registration Statement on Form N-1A filed with the Commission on July 13, 1998.
	(c)	Certificate of Amendment to Certificate of Trust is incorporated herein by reference to Post-Effective Amendment No. 24 to Registrant’s Registration Statement on Form N-1A filed with the Commission on July 13, 1998.
	(d)	Certificate of Amendment to Certificate of Trust is incorporated herein by reference to Post-Effective Amendment No. 52 to Registrant’s Registration Statement on Form N-1A filed with the Commission on August 1, 2003.
(2)	By-Laws:
	(a)	By-Laws are incorporated herein by reference to Post-Effective Amendment No. 24 to Registrant’s Registration Statement on Form N-1A filed with the Commission on July 13, 1998.
	(b)	Amendment to By-Laws dated December 10, 1998 are incorporated herein by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement on Form N-1A filed with the Commission on February 8, 1999.
	(c)	Amendment to By-Laws dated February 6, 2006 are incorporated herein by reference to Post-Effective Amendment No. 55 to Registrant’s Registration Statement on Form N-1A filed with the Commission on August 1, 2006.
	(d)	Amendment to By-Laws dated August 7, 2006 are incorporated herein by reference to Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A filed with the Commission on August 1, 2007.
(3)	Not applicable.
(4)	Agreement and Plan of Reorganization:
	(a)	Form of Agreement and Plan of Reorganization is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.
(5)		Instruments Defining Rights of Security Holders is incorporated by reference to Registrant’s Agreement and Declaration of Trust and Bylaws.

(6)	Investment Advisory Agreements:
	(a)	Form of Investment Advisory Agreement between Registrant, on behalf of the FPA Global Equity ETF and First Pacific Advisors, LP (“FPA”) is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.
	(b)	Expense Limit Agreement between Registrant, on behalf of FPA Global Equity ETF, and FPA is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.

(7) Distribution Agreements:

	(a)	Distribution Agreement between Registrant and UMB Distribution Services, LLC dated as of September 28, 2012 is incorporated herein by reference to Post-Effective Amendment No. 67 to Registrant’s Registration Statement on Form N-1A filed with the Commission on April 30, 2013.
	(b)	Amendment to Distribution Agreement between Registrant and UMB Distribution Services, LLC Fund is incorporated herein by reference to Post-Effective Amendment No. 84 to Registrant’s Registration Statement on Form N-1A filed with the Commission on December 31, 2018.
	(c)	Amendment Agreement to the Distribution Agreement between Registrant and UMB Distribution Services, LLC and the Transfer Agency Agreement between the Registrant and UMB Fund Services, Inc. (“UMBFS”) is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.
	(d)	Form of Authorized Participant Agreement is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.
(8)	Not applicable.
(9)	Custody Agreements:
	(a)	Form of Custody Agreement is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.

(10)	Distribution Plan and Rule 18f-3 Plan:
	(a)	Rule 12b-1 Distribution Plan – Not applicable.
	(b)	Rule 18f-3 Plan – Not applicable.
(11)	Opinion of Counsel:
	(a)	Opinion and Consent of Counsel is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.
(12)	Tax Opinion – filed herewith.

(13)	Other Material Contracts
	(a)	Co-Administration Agreement among Registrant, UMBFS and Mutual Fund Administration LLC (“MFAC”) is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.
	(b)	Amended and Restated Schedule A to Co-Administration Agreement among Registrant, UMBFS and MFAC is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.
	(c)	Form of Administrative Services Agreement between Registrant and Brown Brothers Harriman & Co. (“BBH”) is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.
(14)	Other Opinions:
	(a)	Consent of Independent Registered Public Accounting firm for the Acquired Funds is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.
	(b)	Consent of Independent Registered Public Accounting Firm for the Acquiring Funds is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.
(15)	Not applicable.
(16)	Powers of Attorneys
	(a)	Powers of Attorney is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.
(17)	Form of Proxy Card is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.
Item 17.		Undertakings

1. The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of the registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

2. The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

3. Within a reasonable amount of time following the reorganization, the undersigned registrant undertakes to file an opinion of counsel supporting the tax consequences to shareholders discussed in the combined proxy statement and prospectus in a post-effective amendment to this registration statement.

SIGNATURES

As required by the Securities Act of 1933, this registration statement has been signed on behalf of the Registrant, duly authorized, in the City of Milwaukee, Wisconsin, on the 23^rd day of May, 2024.

INVESTMENT MANAGERS SERIES TRUST III
By:	/s/ Maureen Quill
	Maureen Quill President and Principal Executive Officer

As required by the Securities Act of 1933, this registration statement has been signed on the 23^rd day of May, 2024 by the following persons in the capacities indicated below.

Signatures	Title
/s/ Maureen Quill	Trustee, President and Principal Executive Officer
Maureen Quill
/s/ John P. Zader*	Trustee
John P. Zader
/s/ Sandra Brown*	Trustee
Sandra Brown
/s/ Robert F. Goldrich*	Trustee
Robert F. Goldrich
/s/ J. Richard Atwood*	Trustee
J. Richard Atwood
/s/ Rita Dam	Treasurer, Principal Accounting Officer and
Rita Dam	Principal Financial Officer

*By:	/s/ Rita Dam
	Rita Dam
	as Attorney-in-fact, pursuant to power of attorney previously filed on December 27, 2024.

Exhibit Index

Tax Opinion EX-16.12

EX-16.(12)

Exhibit 16.(12)

 

April 26, 2024

Northern Lights Fund Trust III

225 Pictoria Drive, Suite 450

Cincinnati, Ohio 45246

FPA Funds Trust

235 West Galena Street

Milwaukee, Wisconsin 53212

Ladies and Gentlemen:

This opinion is furnished to you pursuant to paragraph 8.5 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of April 23, 2024, by and among Northern Lights Fund Trust III (“Northern Lights Trust”), a Delaware statutory trust, on behalf of its series FPA Global Equity ETF (the “Acquired Fund”), and Investment Managers Series Trust III (“IMST Trust”), a Delaware statutory trust, on behalf of its series FPA Global Equity ETF (the “Acquiring Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement.

The Agreement contemplates the (i) transfer of all the Acquired Assets to the Acquiring Fund in exchange for (A) the Acquiring Fund Shares, and (B) the assumption by the Acquiring Fund of all the Assumed Liabilities; and (ii) the distribution, in accordance with paragraph 1.4 of the Agreement, of the Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their shares in the Acquired Fund and in liquidation of the Acquired Fund (such transfer, assumption, and distribution is referred to herein as the “Reorganization”).

In connection with this opinion we have examined and relied upon the originals or copies, certified or otherwise identified to us to our satisfaction, of the Agreement, the Combined Proxy Statement and Prospectus for the Reorganization of the Acquired Fund into the Acquiring Fund, dated January 30, 2024, and related documents (collectively, the “Reorganization Documents”). In that examination, we have assumed the genuineness of all signatures, the capacity and authority of each party executing a document to so execute the document, the authenticity and completeness of all documents purporting to be originals (whether reviewed by us in original or copy form) and the conformity to the originals of all documents purporting to be copies (including electronic copies). We have also assumed that each agreement and other instrument reviewed by us is valid and binding on the party or parties thereto and is enforceable in accordance with its terms, and that there are no contracts, agreements, arrangements, or understandings, either written or oral, that are inconsistent with or that would materially alter the terms of the Agreement or the other Reorganization Documents.

Morgan, Lewis & Bockius llp
One Federal Street
Boston, MA 02110-1726	+1.617.341.7700
United States	+1.617.341.7701

Northern Lights Fund Trust III

Investment Managers Series Trust III

April 26, 2024

Page Two

As to certain factual matters, we have relied with your consent upon, and our opinion is limited by, the representations of the various parties set forth in the Reorganization Documents and in certificates of Northern Lights Trust, on behalf of the Acquired Fund, and IMST Trust, on behalf of the Acquiring Fund, each dated as of the date hereof (the “Certificates”). Our opinion assumes (i) that all representations set forth in the Reorganization Documents and in the Certificates will be true and correct in all material respects as of the date of the Reorganization (and that any such representations made “to the best knowledge of”, “to the knowledge of”, or “in the belief of”, or otherwise similarly qualified, are true and correct in all material respects without any such qualification), and (ii) that the Agreement is implemented in accordance with its terms and consistent with the representations set forth in the Reorganization Documents and Certificates. Our opinion is limited solely to the provisions of the Internal Revenue Code of 1986, as amended and as presently in effect (the “Code”), existing case law, existing permanent and temporary treasury regulations promulgated under the Code, and existing published revenue rulings and procedures of the Internal Revenue Service that are in effect as of the date hereof, all of which are subject to change and new interpretation, both prospectively and retroactively. We assume no obligation to update our opinion to reflect other facts or any changes in law or in the interpretation thereof that may hereafter occur.

On the basis of and subject to the foregoing, with respect to the Reorganization, we are of the opinion that, for United States federal income tax purposes:

1. The transfer to the Acquiring Fund of all the Acquired Assets in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Assumed Liabilities, followed by the distribution of the Acquiring Fund Shares to the Acquired Fund Shareholders in complete liquidation of the Acquired Fund, will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code, and each of the Acquired Fund and the Acquiring Fund will be a “party to a reorganization” within the meaning of Section 368(b) of the Code.

2. No gain or loss will be recognized by the Acquired Fund upon the transfer of all the Acquired Assets to the Acquiring Fund in the Reorganization solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Assumed Liabilities of the Acquired Fund, or upon the distribution of the Acquiring Fund Shares to the Acquired Fund Shareholders, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset regardless of whether such transfer would otherwise be a non-recognition transaction under the Code.

Northern Lights Fund Trust III

Investment Managers Series Trust III

April 26, 2024

Page Three

3. The tax basis in the hands of the Acquiring Fund of each Acquired Asset transferred from the Acquired Fund to the Acquiring Fund in the Reorganization will be the same as the tax basis of such Acquired Asset in the hands of the Acquired Fund immediately prior to the transfer thereof, increased by the amount of gain (or decreased by the amount of loss), if any, recognized by the Acquired Fund on the transfer.

4. The holding period in the hands of the Acquiring Fund of each Acquired Asset transferred from the Acquired Fund to the Acquiring Fund in the Reorganization, other than Acquired Assets with respect to which gain or loss is required to be recognized, will include the Acquired Fund’s holding period for such Acquired Asset (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset).

5. No gain or loss will be recognized by the Acquiring Fund upon its receipt of all the Acquired Assets solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Assumed Liabilities of the Acquired Fund as part of the Reorganization.

6. No gain or loss will be recognized by the Acquired Fund Shareholders upon the exchange of their Acquired Fund Shares solely for Acquiring Fund Shares as part of the Reorganization.

7. The aggregate tax basis of the Acquiring Fund Shares that each Acquired Fund Shareholder receives in the Reorganization will be the same as the aggregate tax basis of the Acquired Fund Shares exchanged therefor.

8. Each Acquired Fund Shareholder’s holding period for the Acquiring Fund Shares received in the Reorganization will include the Acquired Fund Shareholder’s holding period for the Acquired Fund Shares exchanged therefor, provided that the Acquired Fund Shareholder held such Acquired Fund Shares as capital assets on the date of the exchange.

9. The taxable year of the Acquired Fund will not end as a result of the Reorganization.

This opinion is furnished to IMST Trust, on behalf of the Acquiring Fund, and Northern Lights Trust, on behalf of the Acquired Fund, in connection with the Reorganization and is not to be quoted, circulated, published, or otherwise referred to for any other purpose, in whole or in part, without our express prior written consent. This opinion may be disclosed to the Acquired Fund Shareholders, and they may rely on it in connection with the Reorganization, it being understood that we are not establishing any attorney-client relationship with any shareholder. This letter is not to be relied upon for the benefit of any other person or for any other purpose.

Northern Lights Fund Trust III

Investment Managers Series Trust III

April 26, 2024

Page Four

We hereby consent to the filing of this opinion as an exhibit to the N-14 Registration Statement relating to the Reorganization and to the use of our name and any reference to our firm in such N-14 Registration Statement or in the prospectus constituting a part thereof. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

Morgan, lewis & bockius LLP