0001580642-17-001682.txt : 20170313 0001580642-17-001682.hdr.sgml : 20170313 20170313124239 ACCESSION NUMBER: 0001580642-17-001682 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20161231 FILED AS OF DATE: 20170313 DATE AS OF CHANGE: 20170313 EFFECTIVENESS DATE: 20170313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN LIGHTS FUND TRUST III CENTRAL INDEX KEY: 0001537140 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-22655 FILM NUMBER: 17684583 BUSINESS ADDRESS: STREET 1: 17605 WRIGHT STREET CITY: OMAHA STATE: NE ZIP: 68130 BUSINESS PHONE: 631-470-2621 MAIL ADDRESS: STREET 1: 17605 WRIGHT STREET CITY: OMAHA STATE: NE ZIP: 68130 0001537140 S000047794 ACM Dynamic Opportunity Fund C000150164 ACM Dynamic Opportunity Fund Class A Shares ADOAX C000150165 ACM Dynamic Opportunity Fund Class I Shares ADOIX N-CSR 1 acmncsr.htm N-CSR Blu Giant, LLC

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)

 

17605 Wright Street, Omaha, Nebraska 68130

(Address of principal executive offices) (Zip code)

 

Eric Kane

80 Arkay Drive, Suite 110, Hauppauge, NY 11788

(Name and address of agent for service)

 

Registrant's telephone number, including area code: 631-470-2688

 

Date of fiscal year end: 12/31

 

Date of reporting period: 12/31/16

 

Item 1. Reports to Stockholders.

 

ACM Dynamic Opportunity Fund
 
Class A Shares – ADOAX
Class I Shares – ADOIX
 
 
 
 
 
 
Annual Report
December 31, 2016
 
 
 
 
 
 
 
1-844-798-3833
 
www.acm-funds.com
 
 
Distributed by Northern Lights Distributors, LLC
Member FINRA

 

 

Dear Shareholder,

 

The last year was a difficult year for the ACM Dynamic Opportunity Fund (“Fund”) due to the extreme choppiness in the stock market. This choppy and trendless action made most hedging strategies relatively ineffective and caused our dynamic hedging strategy to cost the Fund more negative performance versus the long stock side of the portfolio. For the fiscal year ended December 31, 2016, the ACM Dynamic Opportunity Fund (Institutional and Retail Class) generated a net return of -4.67% (I-shares) and -4.92% (A-shares).

 

Coming into 2016, the stock market was already showing signs of strain. The S&P 500 Total Return Index (“SPX”) had shown an inability to make new highs following the August-October 2015 correction. Additionally, oil prices were plunging and putting strains on the high yield market, which weighed on investor sentiment.

 

In January 2016, stocks got off to an inauspicious start with the market selling off right out of the gate. The SPX quickly fell more than -11% within the first six weeks of the year, making for one of the worst starts to a year in the history of the Index. In addition to the “January barometer” portending a down year ahead, the SPX breaking below its August 2015 lows was creating a series of lower highs and lower lows in the market. At the time it did appear to us that the 8-year bull market had grown long in the tooth and the odds of a more serious correction were growing by the day.

 

During the timeframe that the SPX fell -11.4% to its February lows, the Fund was down –6.0%. As such, our hedging strategy helped mitigate much of the downside during that time period. But around mid-February, the stock market bottomed and began to move higher in rapid fashion. Since our dynamic hedge model uses a moving average overlay incorporating various time periods, it can lag the market in what technicians call a “V-bottom” scenario. This describes what occurred in the late-February to March time frame. At the end of Q1 2016, the Fund returned -2.59%, which outperformed its benchmark HFRX Equity Hedge Index (“HFRX”) which returned -2.93%.

 

Q2 2016 saw continued choppy trading in the stock market, albeit it more in a sideways fashion relative to Q1. The Fund’s long positions lagged initially during earnings season, but bounced back modestly in May. The most notable event in June was the surprise “Brexit” vote, which once again brought about a sharp selloff, but one that proved to be extremely short lived. The V-bottom that followed the Brexit vote provided another example where hedging strategies were ineffective in 2016. For the second quarter, the Fund returned -0.32% vs. -1.01% for the HFRX.

 

Q3 got off to a good start for the Fund, but leadership in the market became difficult to discern and our long positions struggled in the latter two months of the quarter. September again presented a potential dislocation in the stock market that proved short lived. The fund returned +0.84% in Q3 2016 vs. +3.36% for the HFRX.

 

As if the first three quarters of 2016 weren’t challenging enough, Q4 presented the most surprising and unique events in the form of the US presidential election. The stock market had started to drift lower in the weeks leading up to the election. Our thinking was that the market could see a relief rally following the election, as the element of uncertainty was removed. Like many investors, we were surprised by the Trump victory as well as the Republican sweep in Congress. The aftermath of the Trump victory was yet another example where attempts to mitigate portfolio risk in the form of hedging did not bear fruit.

 

Another surprising aspect of the post-election trading was that the steady growth stocks that had held up well for most of the year were suddenly being sold in a rotation towards more out-of-favor cyclical stocks. Our portfolio names were tilted much more toward the former group, with little exposure to the latter. As such, while we made

 

5076-NLD-01/26/2017

1

 

adjustments within the Fund the portfolio was not able to recoup the declines from October in the final 2 months of the quarter. The Fund returned -2.64% in Q4 vs. +0.79 for the HFRX.

 

While 2016 was a difficult and frustrating year for the Fund, we remain steadfast in our belief that our investment strategy combined with the dynamic hedge model may enable the Fund to outperform over the long-term. The Fund is designed to outperform in both uptrending and downtrending markets, but can struggle in extreme choppy environments, such as we just witnessed last year. As the Fund enters its third year since inception, we believe that the recent strong breakouts across markets will offer ample opportunities for the Fund to get back on track and demonstrate the strong performance that it enjoyed in its first year of operation.

 

Sincerely,

 

Jordan L. Kahn, CFA

 

Defined terms: HFRX Equity Hedge Index – tracks strategies that maintain positions both long and short in primarily equity and equity driven securities. S&P 500 Total Return Index – tracks 500 individual stocks chosen for market size, liquidity and industry grouping, among other factors. Long – the holder of the position owns the security and will profit if the price of the security goes up. “Brexit” – An abbreviation for “British exit” which refers to a referendum whereby British citizens voted to exit the European Union.

 

5076-NLD-01/26/2017

2

 

ACM Dynamic Opportunity Fund
Portfolio Review (Unaudited)
December 31, 2016

 

The Fund’s performance figures* for the period ended December 31, 2016, compared to its benchmark:

 

   1 Year  Since Inception****
ACM Dynamic Opportunity Fund - Class A  (4.92)%  0.24%
ACM Dynamic Opportunity Fund - Class A with load  (10.40)%  (2.78)%
ACM Dynamic Opportunity Fund - Class I  (4.67)%  0.41%
S&P 500 Total Return Index **  11.96%  7.67%
HFRX Equity Hedge Index ***  (0.08)%  (0.78)%

 

*The Performance data quoted is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your 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 redemptions of Fund shares. The Fund’s Adviser has contractually agreed to waive its fees and reimburse expenses of the Fund, at least until April 30, 2017, to ensure that Total Annual Fund Operating Expenses After Fee Waiver and Reimbursement (exclusive of any taxes, interest, brokerage commissions, dividend expense on securities sold short, acquired fund fees and expenses, or extraordinary expenses such as litigation or reorganization costs) will not exceed 2.40% and 2.15% of average daily net assets attributable to Class A and Class I shares, respectively, per the most recent prospectus. Class A shares are subject to a maximum sales charge of 5.75%. For performance information current to the most recent month-end, please call 1-844-798-3833.

 

**The S&P 500 Total Return Index, is a market capitalization-weighted index of 500 widely held common stocks. Investors cannot invest directly in an index.

 

***Hedge Fund Research (HFRX) Equity Hedge Index. HFRX is the established global leader in the indexation, analysis and research of the hedge fund industry. With over 150 indices ranging from broad composites down to specific, niche areas of sub-strategy and regional investment focus, the HFRX Indices are considered the industry standard benchmarks of hedge fund performance.

 

****Inception date is January 20, 2015.

 

Comparison of the Change in Value of a $100,000 Investment

 

 

Portfolio Composition as of  % of Net Assets 
Internet   13.1%
Software   6.5%
Commercial Services   6.1%
Diversified Financial Services   5.7%
Machinery-Diversified   5.6%
Semiconductors   4.7%
Chemicals   3.8%
Oil & Gas   3.7%
Electrical Components & Equipment   3.5%
Other Sectors and liabilities in excess of other assets - net   47.3%
    100.0%

 

Please refer to the Portfolio of Investments in this annual report for a detailed analysis of the Fund’s holdings.

3

 

ACM Dynamic Opportunity Fund

PORTFOLIO OF INVESTMENTS

December 31, 2016

 

Shares      Fair Value 
     COMMON STOCK - 73.4%     
     BANKS - 1.7%     
 3,500   Goldman Sachs Group, Inc.  $838,075 
           
     BEVERAGES - 1.9%     
 6,000   Constellation Brands, Inc. (b) - Class A^   919,860 
           
     BIOTECHNOLOGY - 3.5%     
 13,000   Cambrex Corp. *^   701,350 
 8,350   Celgene Corp.*   966,512 
         1,667,862 
     BUILDING MATERIALS - 1.7%     
 34,000   Summit Materials, Inc. - Class A*   808,860 
           
     CHEMICALS - 3.8%     
 12,500   Eastman Chemical Co.   940,125 
 30,000   Mosaic Co.   879,900 
         1,820,025 
     COMMERCIAL SERVICES - 6.1%     
 27,450   HealthEquity, Inc.*   1,112,274 
 7,000   United Rentals, Inc. (b)*   739,060 
 18,300   Vantiv, Inc. - Class A*^   1,091,046 
         2,942,380 
     DIVERSIFIED FINANCIAL SERVICES - 5.7%     
 21,000   Charles Schwab Corp.   828,870 
 20,000   Intercontinental Exchange, Inc.   1,128,400 
 10,000   Visa, Inc.^   780,200 
         2,737,470 
     ELECTRICAL COMPONENTS & EQUIPMENT - 3.5%     
 4,500   Acuity Brands, Inc.^   1,038,870 
 12,000   Emerson Electric Co.   669,000 
         1,707,870 
     ELECTRONICS - 1.5%     
 52,000   TTM Technologies, Inc.*   708,760 
           
     INSURANCE - 1.5%     
 22,000   Essent Group Ltd.*   712,140 
           
     INTERNET - 13.1%     
 2,200   Alphabet, Inc. - Class A*^   1,743,390 
 1,750   Amazon.com, Inc.*   1,312,273 
 13,900   Facebook, Inc. - Class A*^   1,599,195 
 900   Priceline Group, Inc.*   1,319,454 
 8,000   Weibo Corp. ADR*   324,800 
         6,299,112 
     MACHINERY-DIVERSIFIED - 5.6%     
 5,000   Caterpillar, Inc.   463,700 
 5,500   Deere & Co.   566,720 
 16,000   Flowserve Corp.   768,800 
 8,000   Nordson Corp. (b)   896,400 
         2,695,620 
     MISCELLANEOUS MANUFACTURING - 3.2%     
 22,500   Fabrinet*^   906,750 
 7,200   John Bean Technologies Corp.   618,840 
         1,525,590 
     OIL & GAS - 3.7%     
 8,100   Diamondback Energy, Inc.*   818,586 
 17,700   Halliburton Co.   957,393 
         1,775,979 

 

See accompanying notes to financial statements.

4

 

ACM Dynamic Opportunity Fund
PORTFOLIO OF INVESTMENTS (Continued)
December 31, 2016

 

Shares      Fair Value 
     PRIVATE EQUITY - 1.6%     
 39,000   Apollo Global Management LLC. - Class A  $755,040 
           
     RETAIL - 2.8%     
 4,000   Starbucks Corp.^   222,080 
 4,400   Ulta Salon Cosmetics & Fragrance, Inc. (b)*^   1,121,736 
         1,343,816 
     SEMICONDUCTORS - 4.7%     
 8,000   Maxim Integrated Products, Inc.   308,560 
 30,000   MaxLinear, Inc. - Class A*   654,000 
 19,600   QUALCOMM, Inc.   1,277,920 
         2,240,480 
     SOFTWARE - 6.5%     
 12,000   CDK Global, Inc.   716,280 
 18,000   Ebix, Inc.^   1,026,900 
 7,000   Electronic Arts, Inc.*^   551,320 
 20,000   Veeva Systems, Inc. - Class A*   814,000 
         3,108,500 
     TELECOMMUNICATIONS - 1.3%     
 10,000   Acacia Communications, Inc.*   617,500 
           
     TOTAL COMMON STOCK (Cost $32,685,209)   35,224,939 
Contracts         
     CALL OPTIONS PURCHASED - 0.0% **     
 25   SPDR S&P 500 ETF Trust     
     Expiration March 2017, Exercise Price $225*   11,750 
     TOTAL CALL OPTIONS PURCHASED (Cost - $7,775)   11,750 
           
     PUT OPTIONS PURCHASED - 0.1% **     
 225   Charles Schwab Corp.*     
     Expiration January 2017, Exercise Price $38.00 *   12,375 
 240   Essent Group Ltd.*     
     Expiration April 2017, Exercise Price $30.00 *   30,000 
 100   SPDR S&P 500 ETF Trust     
     Expiration February 2017, Exercise Price $220.00 *   28,600 
     TOTAL PUT OPTIONS PURCHASED (Cost - $86,800)   70,975 
Shares         
     SHORT TERM INVESTMENT - 30.2%     
 14,490,337   MUFG Institutional Trust Deposit Account, 0.69% ***   14,490,337 
     (Cost $14,490,337)     
           
     TOTAL INVESTMENTS (Cost $47,270,121) (a) - 103.7%  $49,798,001 
     TOTAL CALL OPTIONS WRITTEN (Premiums Received $85,907) (a) - (0.1)%   (56,080)
     LIABILITIES IN EXCESS OF OTHER ASSETS- (3.6)%   (1,707,029)
     NET ASSETS - 100.0%  $48,034,892 

 

See accompanying notes to financial statements.

5

 

ACM Dynamic Opportunity Fund
PORTFOLIO OF INVESTMENTS (Continued)
December 31, 2016

 

Contracts      Fair Value 
     SCHEDULE OF CALL OPTIONS WRITTEN - (0.1)% **     
 60   Constellation Brands, Inc.    
     Expiration January 2017, Exercise Price $155.00 *  $22,200 
 80   Nordson Corp.     
     Expiration January 2017, Exercise Price $115.00 *   5,400 
 30   Ulta Salon Cosmetics & Fragrance, Inc.     
     Expiration January 2017, Exercise Price $255.00 *   15,810 
 70   United Rentals, Inc.     
     Expiration January 2017, Exercise Price $110.00 *   12,670 
    

TOTAL CALL OPTIONS WRITTEN - (Premiums Received $85,907)

  $56,080 

 

*Non-Income producing security.

 

**Each Option contract allows the holder of the option to purchase/sell 100 shares of the underlying security at the exercise price.

 

***Money market fund seven-day effective yield on December 31, 2016.

 

^All or a portion of the security held as collateral for call options written as of December 31, 2016. Total collateral for call option written is $7,989,603.

 

(a)Represents cost for financial reporting purposes. Aggregate cost for Federal tax purposes including call options written is $47,535,089 and differs from Fair value by unrealized appreciation (depreciation) of securities as follows:

 

(b)Subject to call options written.

 

ADR - American Depositary Receipt.

 

ETF - Exchange Traded Fund

 

LLC - Limited Liability Company.

 

Unrealized Appreciation:  $3,035,167 
Unrealized Depreciation:   (828,335)
Net Unrealized Appreciation:  $2,206,832 

 

See accompanying notes to financial statements.

6

 

ACM Dynamic Opportunity Fund

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2016

 

ASSETS    
Investment securities:     
At cost  $47,270,121 
At value  $49,798,001 
Receivable for securities sold   142,481 
Receivable for fund shares sold   151,868 
Dividends and interest receivable   25,251 
Prepaid expenses   17,713 
TOTAL ASSETS   50,135,314 
      
LIABILITIES     
Written options, at value (Premiums received $85,907)   56,080 
Payable for investments purchased   513,866 
Due to broker   1,384,366 
Investment advisory fees payable   50,966 
Payable for Fund shares repurchased   47,123 
Payable to related parties   10,587 
Distribution (12b-1) fees payable   6,191 
Accrued expenses and other liabilities   31,243 
TOTAL LIABILITIES   2,100,422 
NET ASSETS  $48,034,892 
      
Composition of Net Assets:     
Paid in capital  $49,437,023 
Accumulated net realized loss from investments, written options and securities sold short   (3,959,838)
Net unrealized appreciation on investments and written options   2,557,707 
NET ASSETS  $48,034,892 
      
Net Asset Value Per Share:     
Class A Shares:     
Net Assets  $28,894,925 
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)   1,917,824 
Net asset value (Net Assets ÷ Shares Outstanding) and redemption price per share (a)  $15.07 
Maximum offering price per share  (net asset value plus maximum sales charge of 5.75%)  $15.99 
      
Class I Shares:     
Net Assets  $19,139,967 
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)   1,266,274 
Net asset value (Net Assets ÷ Shares Outstanding), offering price  and redemption price per share (a)  $15.12 

 

(a)The Fund imposes a 1.00% redemption fee for any redemptions of Fund shares occurring within 30 days of purchase.

 

See accompanying notes to financial statements.

7

 

ACM Dynamic Opportunity Fund

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2016

 

INVESTMENT INCOME    
Dividend Income  $222,073 
Interest   68,430 
TOTAL INVESTMENT INCOME   290,503 
      
EXPENSES     
Advisory fees   613,237 
Distribution (12b-1) fees:     
Class A   71,774 
Administrative services fees   52,128 
Transfer agent fees   46,906 
Interest expense   41,167 
Accounting services fees   38,271 
Non 12b-1 shareholder servicing fees   24,699 
Dividend expense on securities sold short   18,512 
Printing and postage expenses   14,692 
Legal fees   13,221 
Audit fees   12,840 
Registration fees   12,464 
Compliance officer fees   10,793 
Custodian fees   7,675 
Trustees fees and expenses   6,431 
Insurance expense   1,834 
Other expenses   9,659 
TOTAL EXPENSES   996,303 
      
NET INVESTMENT LOSS   (705,800)
      
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS     
Net realized gain (loss) from:     
Investments   (3,105,725)
Options written   82,716 
Securities sold short   (74,828)
Net realized loss   (3,097,837)
Net change in unrealized appreciation on:     
Investments   1,375,414 
Options written   29,827 
Net change in unrealized appreciation on investments   1,405,241 
      
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS   (1,692,596)
      
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS  $(2,398,396)

 

See accompanying notes to financial statements.

8

 

ACM Dynamic Opportunity Fund

STATEMENTS OF CHANGES IN NET ASSETS

 

   For the Year Ended   For the Period Ended 
   December 31, 2016   December 31, 2015 (*) 
         
         
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS          
Net investment loss  $(705,800)  $(572,565)
Net realized loss on investments, options written and securities sold short   (3,097,837)   (837,076)
Net change in unrealized appreciation on investments and options written   1,405,241    1,152,466 
Net decrease in net assets resulting from operations   (2,398,396)   (257,175)
SHARES OF BENEFICIAL INTEREST          
Proceeds from shares sold:          
Class A   6,693,938    30,665,098 
Class I   3,122,687    23,570,783 
Redemption fee proceeds:          
Class A   375    124 
Class I   215    136 
Payments for shares redeemed:          
Class A   (4,624,732)   (2,600,151)
Class I   (5,071,744)   (1,066,266)
Net increase from shares of beneficial interest transactions   120,739    50,569,724 
           
NET INCREASE (DECREASE) IN NET ASSETS   (2,277,657)   50,312,549 
           
NET ASSETS          
Beginning of Period   50,312,549     
End of Period *  $48,034,892   $50,312,549 
*Includes accumulated net investment loss of:  $   $ 
           
SHARE ACTIVITY          
Class A:          
Shares Sold   436,019    1,944,010 
Shares Redeemed   (301,515)   (160,690)
Net increase in shares of beneficial interest outstanding   134,504    1,783,320 
           
Class I:          
Shares Sold   204,754    1,456,577 
Shares Redeemed   (329,280)   (65,777)
Net increase (decrease) in shares of beneficial interest outstanding   (124,526)   1,390,800 

 

(*)The Fund commenced operations on January 20, 2015.

 

See accompanying notes to financial statements.

9

 

ACM Dynamic Opportunity Fund
FINANCIAL HIGHLIGHTS
 
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout each Year or Period Presented

 

   Class A   Class I 
   For Year Ended   For the Period Ended   For Year Ended   For the Period Ended 
   December 31, 2016   December 31, 2015 (1)   December 31, 2016   December 31, 2015 (1) 
                 
Net asset value, beginning of period  $15.85   $15.00   $15.86   $15.00 
Increase (decrease) from investment operations:                    
                     
Net investment loss (2)   (0.24)   (0.32)   (0.20)   (0.33)
Net realized and unrealized gain (loss) on investments   (0.54)   1.17    (0.54)   1.19 
Total from investment operations   (0.78)   0.85    (0.74)   0.86 
Redemption fees collected (2)   0.00 (3)   0.00 (3)   0.00(3)   0.00 (3)
Net asset value, end of period  $15.07   $15.85   $15.12   $15.86 
Total return (4)   (4.92)%   5.67% (5)   (4.67)%   5.73% (5)
Net assets, at end of period (000s)  $28,895   $28,257   $19,140   $22,056 
Ratios/Supplemental Data:                    
Ratio of gross expenses to average net assets including  dividends from securities sold short and interest expense (6)   2.13%   2.41% (7)   1.88%   2.16% (7)
Ratio of gross expenses to average net assets excluding  dividends from securities sold short and interest expense (6)   2.01%   2.18% (7)   1.76%   1.93% (7)
Ratio of net expenses to average net assets including  dividends from securities sold short and interest expense (6)   2.13%   2.41% (7)   1.88%   2.16% (7)
Ratio of net expenses to average net assets excluding  dividends from securities sold short and interest expense (6)   2.01%   2.18% (7)   1.76%   1.93% (7)
Ratio of net investment loss to average net assets (6)   (1.54)%   (2.09)% (7)   (1.29)%   (2.12)% (7)
Portfolio Turnover Rate   481%   652% (5)   481%   652% (5)

 

 

(1)The Fund commenced operations on January 20, 2015.

 

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

 

(3)Represents less than $0.01 per share.

 

(4)Total returns shown exclude the effect of applicable sales charges and redemption fees and assumes reinvestment of all distributions.

 

(5)Not annualized.

 

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

 

(7)Annualized for periods less than one full year.

 

See accompanying notes to financial statements.

10

 

ACM Dynamic Opportunity Fund
NOTES TO FINANCIAL STATEMENTS
December 31, 2016

 

1.ORGANIZATION

 

The ACM Dynamic Opportunity Fund (the “Fund”) is a diversified series of shares of beneficial interest of Northern Lights Fund Trust III (the “Trust”), a statutory 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 commenced operations on January 20, 2015. The Fund seeks long-term capital appreciation with a short-term focus on capital preservation.

 

The Fund offers Class A and Class I shares. Class A shares are offered at net asset value plus a maximum sales charge of 5.75%. Class I shares of the Fund are sold at NAV without an initial sales charge and are not subject to 12b-1 distribution fees, but have a higher minimum initial investment than Class A shares. All classes are subject to a 1% redemption fee on redemptions made with 30 days of the original purchase. Each share class represents an interest in the same assets of the Fund and classes are identical except for differences in their sales charge structures and ongoing service and distribution charges. All classes of shares have equal voting privileges except that each class has exclusive voting rights with respect to its service and/or distribution plans. The Fund’s income, expenses (other than class specific distribution fees) and realized and unrealized gains and losses are allocated proportionately each day based upon the relative net assets of each class.

 

2.SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies followed by the Fund in preparation of its financial statements. The policies are in conformity with U.S. generally accepted accounting principles (“GAAP”). The preparation of the 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 income and expenses for the year then ended. 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 Standard Codification Topic 946 “Financial Services Investment Companies” including FASB Accounting Standard Update ASU 2013-08.

 

Securities Valuation – Securities are valued at the last sale price on the exchange in which such securities are primarily traded, as of the close of business on the day the securities are being valued. In the absence of a sale on the primary exchange, such securities shall be valued at the mean between the current bid and ask prices on the day of valuation. NASDAQ traded securities are valued using the NASDAQ Official Closing Price ("NOCP"). Options contracts listed on a securities exchange or board of trade (not including Index Options contracts) 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 valuation date. Index Options listed on a securities exchange or board of trade for which market quotations are readily available shall be valued at the mean between the current bid and ask prices on the valuation date. Investments in open-end investment companies are valued at net asset value. Short-term debt obligations having 60 days or less remaining until maturity, at time of purchase, may be valued at amortized cost.

 

The Fund may hold securities, such as private investments, interests in commodity pools, other non-traded securities or temporarily illiquid securities, for which market quotations are not readily available or are determined to be unreliable. These securities will be valued using the “fair value” procedures approved by the Board of Trustees (“Board”). The Board has delegated execution of these procedures to a fair value team composed of one or more representatives from each of the (i) Trust, (ii) administrator, and (iii) advisor. The team may also enlist third party consultants such as a valuation specialist at a public accounting firm, valuation consultant or financial officer of a security issuer on an as-needed basis to assist in determining a security-specific fair value. The Board has also engaged a third party valuation firm to attend valuation meetings held by the Trust, review minutes of such meetings and report to the Board on a quarterly basis. The Board reviews and ratifies the execution of this process and the resultant fair value prices at least quarterly to assure the process produces reliable results.

 

Fair Valuation Process – As noted above, the fair value team is composed of one or more representatives from each of the (i) Trust, (ii) administrator, and (iii) advisor. The applicable investments are valued collectively via inputs from each of these groups. 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

11

 

ACM Dynamic Opportunity Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2016

 

and temporary lapse in the provision of a price by the regular pricing source), (ii) securities for which, in the judgment of the advisor, the prices or values available do not represent the fair value of the instrument. Factors which may cause the advisor to make such a judgment include, but are not limited to, the following: only a bid price or an ask price is available; the spread between bid and 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; (iv) securities with respect to which an event that will affect the value thereof has occurred (a “significant event”) since the closing prices were established on the principal exchange on which they are traded, but prior to the Fund’s calculation of its net asset value. Specifically, interests in commodity pools or managed futures pools are valued on a daily basis by reference to the closing market prices of each futures contract or other asset held by a pool, as adjusted for pool expenses. Restricted or illiquid securities, such as private investments or non-traded securities are valued via inputs from the advisor based upon the current bid for the security from two or more independent dealers or other parties reasonably familiar with the facts and circumstances of the security (who should take into consideration all relevant factors as may be appropriate under the circumstances). If the advisor is unable to obtain a current bid from such independent dealers or other independent parties, the fair value team 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.

 

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

 

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

 

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

 

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

 

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

 

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

 

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

 

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

12

 

ACM Dynamic Opportunity Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2016

 

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, 2016 for the Fund’s assets and liabilities measured at fair value:

 

Assets  Level 1   Level 2   Level 3   Total 
Investments *                    
Common Stock  $35,224,939   $   $   $35,224,939 
Call Options Purchased   11,750            11,750 
Put Options Purchased   28,600    42,375        70,975 
Short-Term Investment       14,490,337        14,490,337 
Total Investments  $35,265,289   $14,532,712   $   $49,798,001 
                     
Liabilities *                    
Call Options Written  $50,680   $5,400   $   $56,080 
Total Liabilities  $50,680   $5,400   $   $56,080 

 

*Refer to the Portfolio of Investments for industry classification.

 

The Fund did not hold any Level 3 securities during the year ended December 31, 2016.

 

There were no transfers into or out of any Level during the current year. It is the Fund’s policy to recognize transfers into or out of any Level at the end of the reporting period.

 

Exchange Traded Funds – The Fund may invest in exchange traded funds (“ETFs”). ETFs are a type of index fund bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. The risks of owning an ETF generally reflect 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.

 

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

 

Short Sales – A “short sale” is a transaction in which the Fund sells a security it does not own but has borrowed in anticipation that the market price of the security will decline. The Fund is obligated to replace the security borrowed by purchasing it on the open market at a later date. If the price of the security sold short increases between the time of the short sale and the time a Fund replaces the borrowed security, the Fund will incur a loss, potentially unlimited in size. Conversely, if the price declines, the Fund will realize a gain, limited to the price at which the Fund sold the security short.

 

Option Transactions – The Fund is subject to equity price risk in the normal course of pursuing its investment objective and may purchase or sell options to help hedge against risk. When the Fund writes put and call options, an amount equal to the premium received is included in the statement of assets and liability as a liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option. If an option expires on its stipulated expiration date or if the Fund enters into a closing purchase transaction, a gain or loss is realized. If a written call option is exercised, a gain or loss is realized for the sale of the underlying security and the proceeds from the sale are increased by the premium originally received. As writer of an option, the Fund has no control over whether the option will be exercised and, as a result, retain the market risk of an unfavorable change in the price of the security underlying the written option.

 

Put options are purchased to hedge against a decline in the value of securities held in the Fund’s portfolio. If such a decline occurs, the put options will permit the Fund to sell the securities underlying such options at the exercise price, or to close out the options at a profit. The premium paid for a put or call option plus any transaction costs will reduce the benefit, if any, realized by the Fund upon exercise of the option, and, unless the price of the underlying security rises or declines sufficiently, the option may expire worthless to the Fund. In addition, in the event that the price of the security in connection with which

13

 

ACM Dynamic Opportunity Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2016

 

an option was purchased moves in a direction favorable to the Fund, the benefits realized by the Fund as a result of such favorable movement will be reduced by the amount of the premium paid for the option and related transaction costs. Written and purchased options are non-income producing securities. With purchased options, there is minimal counterparty risk to the Fund since these options are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded options, guarantees against a possible default.

 

The number of option contracts written and the premiums received by the Fund for the year ended December 31, 2016, were as follows:

 

Options Written  Contracts   Received 
Options outstanding December 31, 2015      $ 
Options written   3,160    576,402 
Options closed   (2,345)   (431,402)
Options expired   (575)   (59,093)
Options outstanding December 31, 2016   240   $85,907 

 

The notional value of the derivative instruments outstanding as of December 31, 2016 as disclosed in the Portfolio of Investments and the amounts realized and changes in unrealized gains and losses on derivative instruments during the year as disclosed above and within the Statement of Operations serve as indicators of the volume of derivative activity for the Fund.

 

Impact of Derivatives on the Statement of Assets and Liabilities and Statement of Operations

 

The locations on the Statement of Assets and Liabilities of derivative instruments by type of exposure, all of which are not accounted for as hedging instruments under GAAP, are as follows:

 

Derivative Investment     Location of Derivatives on  Fair Value of 
Type  Primary Risk Exposure  Statement of Assets and Liabilities  Asset Derivatives 
Call options purchased  Equity Risk  Investment securities, at value   11,750 
Put options purchased  Equity Risk  Investment securities, at value  $70,975 
Written options  Equity Risk  Written Options, at value   (56,080)
            
Total        $26,645 

 

The following is a summary of the location of derivative investments on the Fund’s Statement of Operations for the year ended December 31, 2016:

 

Derivative Investment Type Location of Gain/Loss on Derivative
Options purchased Net realized gain (loss) from investments
Written options Net realized gain (loss) from options written
Options purchased Net change in unrealized appreciation on investments
Written options Net change in unrealized appreciation on options written

14

 

ACM Dynamic Opportunity Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2016

 

The following is a summary of the Fund’s realized gain (loss) on derivative investments recognized in the Statement of Operations categorized by primary risk exposure for the year ended December 31, 2016:

 

Realized gain (loss) on derivatives recognized in the Statement of Operations 
       Total for the  
       Year Ended 
Derivative Investment Type  Equity Risk   December 31, 2016 
Options purchased  $(1,355,019)  $(1,355,019)
Written options  $82,716   $82,716 
Total  $(1,272,303)  $(1,272,303)
           
Changes in unrealized appreciation on derivatives recognized in the Statement of Operations 
       Total for the 
       Year Ended 
Derivative Investment Type  Equity Risk   December 31, 2016 
Options purchased  $9,076   $9,076 
Written options  $29,827   $29,827 
Total  $38,903   $38,903 

 

Offsetting of Financial Assets and Derivative Liabilities

 

The following table presents the Funds’ liability derivatives available for offset under a master netting arrangement net of collateral pledged as of December 31, 2016.

 

               Gross Amounts Not Offset in the     
Assets/Liabilities:                        Statement of Assets & Liabilities       
                         
       Gross Amounts   Net Amounts of             
   Gross Amounts of   Offset in the   Liabilities Presented       Cash     
   Recognized   Statement of   in the Statement of   Financial   Collateral     
Description  Assets/Liabilities   Assets &   Assets & Liabilities   Instruments   Received   Net Amount 
Options Purchased  $82,725 (1)  $   $   $82,725   $   $82,725 
Options Written   (56,080) (1)       56,080    (56,080) (2)        
Total  $26,645   $   $56,080   $26,645   $   $82,725 

 

(1)Purchase and written options at value as presented in the Portfolio of Investments.

 

(2)The amount is limited to the derivative liability balanced and, accordingly, does not include excess collateral pledged.

 

Dividends and Distributions to Shareholders – Dividends from net investment income are declared and distributed annually. Distributable net realized capital gains are declared and distributed annually. Dividends from net investment income and distributions from net realized gains are recorded on ex dividend date and determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are considered either temporary (i.e., deferred losses, capital loss carry forwards) 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.

 

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

15

 

ACM Dynamic Opportunity Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2016

 

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 has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax year ended December 31, 2015, or expected to be taken in the Fund’s December 31, 2016 year-end tax return. The Fund identifies its major tax jurisdictions as U.S. Federal and Nebraska, and foreign jurisdictions where the Fund makes significant investments. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

 

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

 

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

 

3.INVESTMENT TRANSACTIONS

 

For the year ended December 31, 2016, cost of purchases and proceeds from sales of portfolio securities, other than short-term investments amounted to $151,547,285 and $147,460,928, respectively.

 

4.INVESTMENT ADVISORY AGREEMENT, TRANSACTIONS WITH RELATED PARTIES AND OTHER FEES

 

Ascendant Capital Management, LLC (the “Advisor”) serves as the Fund’s investment advisor. Pursuant to an advisory agreement with the Trust, on behalf of the Fund, the Advisor, under the oversight of the Board, directs the daily operations of the Fund and supervises the performance of administrative and professional services provided by others. As compensation for its services and the related expenses borne by the Advisor, the Fund pays the Advisor a fee computed and accrued daily and paid monthly, based on the Fund’s average daily net assets and is computed at the annual rate of 1.25%. Pursuant to the advisory agreement, the Fund accrued $613,237 in advisory fees for the year ended December 31, 2016.

 

The Advisor has contractually agreed to reduce its fees and/or absorb expenses of the Fund (“Waiver Agreement”) until at least April 30, 2017, 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, acquired fund fees and expenses; borrowing costs (such as interest and dividend expense on securities sold short); taxes; and extraordinary expenses, such as litigation expenses (which may include indemnification of Fund officers and Trustees, contractual indemnification of Fund service providers (other than the Advisor)), will not exceed 2.40% and 2.15% of the daily average net assets attributable to each of the Class A and Class I shares, respectively. The Advisor may seek reimbursement for expenses waived or paid by it during the prior three fiscal years; provided, however, that such expenses may only be reimbursed to the extent they were waived or paid after the date of the Waiver Agreement (or any similar agreement). The Board may terminate this expense reimbursement arrangement at any time. As of December 31, 2016 there were no previously waived fees subject to recoupment by the Advisor.

 

Northern Lights Distributors, LLC (the “Distributor”) acts as the Fund’s principal underwriter in a continuous public offering of the Fund shares. During the year ended December 31, 2016, the Distributor received $2,140 in underwriting commissions for Class A, of which $288 was retained by the principal underwriter.

 

The Trust has adopted, with respect to the Fund, the Trust’s Master Distribution and Shareholder Servicing Plan for the Fund’s Class A shares (the “Plans”) pursuant to Rule 12b-1 under the 1940 Act, to pay for certain distribution activities and shareholder services. The Plans provide a monthly service and/or distribution fee that will be calculated by the Fund at an annual rate of 0.25% per year of the average daily net assets of the Class A shares to the Distributor to be used to pay for distribution and shareholder servicing activities. For the year ended December 31, 2016, pursuant to the Plan, Class A shares incurred costs of $71,774.

16

 

ACM Dynamic Opportunity Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2016

 

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

 

Gemini Fund Services, LLC (“GFS”)

 

GFS, an affiliate of the Distributor, provides administration, fund accounting, and transfer agent services to the Trust. Pursuant to a separate servicing agreement with GFS, the Fund pays GFS customary fees for providing administration, fund accounting and transfer agency services to the Fund. Certain officers of the Trust are also officers of GFS, 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 GFS 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.

 

BluGiant, LLC (“BluGiant”)

 

BluGiant, an affiliate of GFS 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, BluGiant receives customary fees from the Fund.

 

5.REDEMPTION FEES

 

The Fund may assess a short term redemption fee of 1.00% of the total redemption amount of shareholders sell their share after holding them for less than thirty days. The redemption fee is paid directly to the Fund from which the redemption is made. Please refer to the Statement of Changes for the collected redemption fees.

 

6.UNDERLYING INVESTMENT

 

The Fund currently seeks to achieve its investment objectives by investing a portion of its assets in the MUFG Institutional Trust Deposit Account. The Fund may redeem its investments from this Security at any time if the Advisor determines that it is in the best interest of the Fund and its shareholders to do so.

 

The performance of the Fund may be directly affected by the performance of this security. As of December 31, 2016, the percentage of the Fund’s net assets invested in the MUFG Institutional Trust Deposit Account was 30.2%.

 

7.DISTRIBUTIONS AND TAX COMPONENTS OF CAPITAL

 

There were no distributions paid for the year ended December 31, 2016 and the period ended December 31, 2015.

 

As of December 31, 2016, 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/   Accumulated 
Income     Gains     Late Year Loss     Forwards     Differences     (Depreciation)     Earnings/(Deficits) 
$   $   $(208,307)  $(3,202,693)  $(197,963)  $2,206,832   $(1,402,131)

17

 

ACM Dynamic Opportunity Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2016

 

The difference between book basis and tax basis accumulated net realized loss, and unrealized appreciation from investments is primarily attributable to the tax deferral of losses on wash sales and straddles. In addition, the amount listed under other book/tax differences is primarily attributable to the tax deferral of losses on straddles.

 

Capital losses incurred after October 31 within the fiscal year are deemed to arise on the first business day of the following fiscal year for tax purposes. The Funds incurred and elected to defer such capital losses of $208,307.

 

At December 31, 2016, 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 
$3,202,693   $   $3,202,693 

 

Permanent book and tax differences, primarily attributable to the reclass of net operating losses, and adjustments for capitalization in lieu of short dividend payments resulted in reclassification for the year ended December 31, 2016 as follows:

 

Paid   Accumulated   Accumulated 
In   Net Investment   Net Realized 
Capital   Income (Loss)   Gains (Loss) 
$(691,054)  $705,800   $(14,746)

 

8.BENEFICIAL OWNERSHIP

 

The beneficial ownership, either directly or indirectly, of more than 25% of voting securities of a fund creates a presumption of control of the Fund, under Section 2(a)(9) of the 1940 Act. As of December 31, 2016, Charles Schwab held 72.3% of the voting securities for the sole benefit of customers and may be deemed to control the Fund.

 

9.NEW ACCOUNTING PRONOUNCEMENTS

 

On October 13, 2016 the Securities and Exchange Commission amended existing rules intended to modernize reporting and disclosure of information. These amendments relate to Regulation S-X which sets forth the form and content of financial statements. At this time, management is evaluating the implications of adopting these amendments and their impact on the financial statements and accompanying notes.

 

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 concluded that there is no impact requiring adjustment or disclosure in the financial statements.

18

 

(BBD LLP)

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of Northern Lights Fund Trust III
and the Shareholders of ACM Dynamic Opportunity Fund

 

We have audited the accompanying statement of assets and liabilities of ACM Dynamic Opportunity Fund, a series of shares of beneficial interest in Northern Lights Fund Trust III, (the “Fund”) including the portfolio of investments, as of December 31, 2016, and the related statement of operations for the year then ended and the statements of changes in net assets and financial highlights for the year then ended and for the period from January 20, 2015 (commencement of operations) through December 31, 2015. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2016 by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of ACM Dynamic Opportunity Fund as of December 31, 2016, and the results of its operations for the year then ended and the changes in its net assets and its financial highlights for the year then ended and for the period from January 20, 2015 through December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

 

(-s- BBD, LLP)

 

BBD, LLP

 

Philadelphia, Pennsylvania
February 24, 2017

19

 

ACM Dynamic Opportunity Fund
(Unaudited)
December 31, 2016
 

Renewal of Advisory Agreement – ACM Dynamic Opportunity Fund

 

In connection with a meeting held on November 29th and 30th, 2016, the Board of Trustees (the “Board” or the “Trustees”) of the Northern Lights Fund Trust III (the “Trust”), including a majority of the Trustees who are not “interested persons,” as that term is defined in the Investment Company Act of 1940, as amended, discussed the renewal of the investment advisory agreement (the “Advisory Agreement”) between Ascendant Capital Management LLC (“ACM” or the “Adviser”) and the Trust, with respect to the ACM Dynamic Opportunity Fund (“ACM Dynamic” or the “Fund”). In considering the renewal of the Advisory Agreement, the Trustees received materials specifically relating to ACM and the Advisory Agreement.

 

The Board remarked that ACM’s fundamental research process was labor intensive. The Board noted that the risk overlay strategy added another layer of complexity to the investment process. The Board concluded that the adviser should continue to provide quality service to the Fund and its shareholders.

 

Performance.

 

The Trustees noted that over the one-year period, the Fund had underperformed the adviser-selected peer group and the S&P 500 Index, but the Fund’s performance aligned well with the Morningstar Long/Short Equity category, and outperformed the adviser-selected index, the HFRX Equity Hedge. The Trustees further noted that during the since-inception period, the Fund had outperformed all its benchmarks but the S&P 500 Index. The Trustees noted that the adviser believes the S&P 500 Index was not a good comparison due to the hedging aspects of the Fund’s strategy. The Board agreed that it remained confident in the adviser, and considered that the recent negative performance was due largely to the market’s steep decline and the rapid turnaround after Great Britain’s exit from the European Union. The Board concluded that performance was reasonable.

 

Fees and Expenses.

 

The Board observed that ACM charged an annual advisory fee of 1.25%, which was lower than its peer group and Morningstar category averages. The Board also observed that the Fund’s net expense ratio of 2.49% was lower than its peer group average, but higher than the Morningstar category average. The Board noted that in both comparisons, the Fund’s net expense ratio fell well within the range presented. The Board concluded that the advisory fee was not unreasonable.

 

Economies of Scale.

 

The Board discussed the size of the Fund and its prospects for growth, concluding that it had not yet achieved meaningful economies justifying breakpoints. The Trustees discussed ACM’s concerns that, as the Fund grows, ACM will likely incur additional costs related to additional personnel needed to service the Fund. However, the representatives from ACM agreed that, as ACM Dynamic grows and ACM achieves economies of scale, ACM would be willing to discuss the implementation of breakpoints at that time. The Board agreed to monitor and address the issue at the appropriate time.

 

Profitability.

 

The Trustees reviewed the profitability analysis in connection with ACM’s advisory relationship with the Fund. The Board noted that ACM had realized a reasonable profit in terms of percentage of revenue. After discussion, the Trustees concluded that the level of profit realized by ACM in a connection with its relationship with the Fund was not excessive.

20

 

ACM Dynamic Opportunity Fund
(Unaudited) (Continued)
December 31, 2016
 

Conclusion.

 

Having requested and received such information from ACM as the Trustees believed to be reasonably necessary to evaluate the terms of the advisory agreement, and as assisted by the advice of independent counsel, the Trustees concluded that the advisory fee structure was reasonable and that the renewal of the advisory agreement was in the best interests of the shareholders of ACM Dynamic.

 

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

21

 

ACM Dynamic Opportunity Fund
EXPENSE EXAMPLES (Unaudited)
December 31, 2016
 

As a shareholder of the ACM Dynamic Opportunity Fund, you incur two types of costs: (1) transaction costs, such as sales charges (loads) on purchases and redemption fees; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the ACM Dynamic Opportunity Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

 

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period beginning July 1, 2016 and ending December 31, 2016.

 

Table 1. Actual Expenses

 

Table 1 “Actual Expenses” 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 provided under the heading “Expenses Paid During Period”.

 

Table 2. Hypothetical Example for Comparison Purposes

 

Table 2 below provides information about hypothetical account values and hypothetical expenses based on the ACM Dynamic Opportunity 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 sales charges (loads), or redemption fees. 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.

 

  Annualized Beginning Ending Account Expenses Paid During
Actual Expense Ratio Account Value Value Period
Expenses   7/1/16 12/31/2016 07/01/16 - 12/31/16
Class A 2.12% $1,000.00 $980.48 $10.55
Class I 1.87% $1,000.00 $981.82 $9.32
         
  Annualized Beginning Ending Account Expenses Paid During
Hypothetical Expense Ratio Account Value Value Period *
(5% return before expenses)   7/1/16 12/31/2016 07/01/16 - 12/31/16
Class A 2.12% $1,000.00 $1,014.48 $10.74
Class I 1.87% $1,000.00 $1,015.74 $9.48

 

*Expenses are equal to 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 (366).

22

 

ACM Dynamic Opportunity Fund
SUPPLEMENTAL INFORMATION (Unaudited)
December 31, 2016
 

This chart provides information about the Trustees and Officers who oversee the Fund. Officers elected by the Trustees manage the day-to-day operations of the Fund and execute policies formulated by the Trustees. The following is a list of the Trustees and executive officers of the Trust and each person’s principal occupation over the last five years. The address of each Trustee and Officer is 17605 Wright Street, Suite 2, Omaha, Nebraska 68130 unless otherwise noted.

 

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**
Overseen by
Trustee
Other Directorships Held
During Past 5 Years***
James U. Jensen
1944
Trustee Since February 2012, Indefinite Chief Executive Officer, ClearWater Law & Governance Group, LLC (an operating board governance consulting company) (since 2004). 1 Northern Lights Fund Trust III (for series not affiliated with the Funds since 2012); Wasatch Funds Trust, (since 1986); University of Utah research Foundation (since April 2000); Agricon Global Corporation, formerly Bayhill Capital Corporation (large scale farming in Ghana, West Africa) (since October 2009 to June 2014).
Patricia Luscombe
1961
Trustee Since January 2015, Indefinite Managing Director of the Valuations and Opinions Group, Lincoln International LLC (since August 2007). 1 Northern Lights Fund Trust III (for series not affiliated with the Funds 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. (Since September 1975 to September 2011). 1 Northern Lights Fund Trust III (for series not affiliated with the Funds since 2012); Northern Lights Variable Trust (since 2011); Lifetime Achievement Fund, Inc. (February 2012 to April 2012); Alternative Strategies Fund (since 2012).
Mark H. Taylor
1964
Trustee, Chairman of the Audit Committee Since February 2012, Indefinite Andrew D. Braden Professor of Accounting and Auditing, Weatherhead School of Management, Case Western Reserve University (since 2009); John P. Begley Endowed Chair in Accounting, Creighton University (2002-2009); President, Auditing Section of the American Accounting Association (2012-2015); Former member of the AICPA Auditing Standards Board, AICPA ( 2008-2011). 1 Northern Lights Fund Trust III (for series not affiliated with the Funds since 2012); Alternative Strategies Fund (since June 2010); Lifetime Achievement Fund, Inc. (February 2007 to April 2012); Northern Lights Fund Trust (since 2007);  Northern Lights Variable Trust (since 2007).
Jeffery D. Young
1956
Trustee Since January 2015, Indefinite Retired (since 2014); Formerly Asst. Vice President - Transportation Systems, Union Pacific Railroad Company (June 1976 to April 2014); President, Celeritas Rail Consulting (since June 2014). 1 Northern Lights Fund Trust III (for series not affiliated with the Funds since 2015); PS Technology, Inc. (2010-2013).

 

*The address of each Trustee and officer is c/o Gemini Fund Services, LLC, 17605 Wright Street, Omaha, Nebraska 68130

 

**As of December 31, 2016, the Trust was comprised of 37 active portfolios managed by 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.

 

12/31/16-NLFT III-v2

23

 

ACM Dynamic Opportunity Fund
SUPPLEMENTAL INFORMATION (Unaudited)(Continued)
December 31, 2016

 

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
James P. Ash*
80 Arkay Drive
Hauppauge, NY 11788
1976
President May 2015, indefinite Senior Vice President, Gemini Fund Services, LLC (since 2012); Vice President, Gemini Fund Services, LLC (2011 - 2012); Director of Legal Administration, Gemini Fund Services, LLC (2009 - 2011); Assistant Vice President of Legal Administration, Gemini Fund Services, LLC (2008 -2011).
Brian Curley**
80 Arkay Drive
Hauppauge, NY 11788
1970
Treasurer February 2013, indefinite Vice President, Gemini Fund Services, LLC (since 2015), Assistant Vice President, Gemini Fund Services, LLC (2012 - 2014); Senior Controller of Fund Treasury, The Goldman Sachs Group, Inc. (2008 - 2012); Senior Associate of Fund Administration, Morgan Stanley (1999 -2008).
Eric Kane
80 Arkay Drive
Hauppauge, NY 11788
1981
Secretary November 2013, indefinite Vice President, Gemini Fund Services, LLC (since 2017), Assistant Vice President, Gemini Fund Services, LLC (2014 - 2017), Staff Attorney, Gemini Fund Services, LLC (2013 - 2014), Law Clerk, Gemini Fund Services, LLC (2009 - 2013), Legal Intern, NASDAQ OMX (January 2011 to September 2011), Hedge Fund Administrator, Gemini Fund Services, LLC (January 2008 to August 2008), Mutual Fund Accountant/Corporate Action Specialist, Gemini Fund Services, LLC (2006 - 2008).
William Kimme
17605 Wright Street
Omaha, NE 68130
1962
Chief Compliance Officer February 2012, indefinite Senior Compliance Officer of Northern Lights Compliance Services, LLC (since 2011); Due Diligence and Compliance Consultant, Mick & Associates (2009 - 2011); Assistant Director, FINRA (2000 -2009).

 

*Mr. Ash resigned from his position as President of the Trust, effective February 24, 2017.

 

**Mr. Curley was elected President of the Trust, effective February 24, 2017.

 

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 1-844-798-3833.

 

12/31/16-NLFT III-v2

24

 

PRIVACY NOTICE

  

NORTHERN LIGHTS FUND TRUST III

 

Rev. February 2014

 

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 and income

 

¡         assets, account transfers and transaction history

 

¡         investment experience and risk tolerance

 

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 our affiliates to market to you NO We don’t share.
For nonaffiliates to market to you NO We don’t share.

 

Questions?   Call 1-888-339-4230

25

 

Page 2  

 

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 or give us contact information

 

¡        provide account information or give us your income information

 

¡        make deposits or withdrawals from your account

 

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 does not jointly market.

26

 

PROXY VOTING POLICY

 

Information regarding how the Fund voted proxies relating to portfolio securities for the most recent twelve month period ended June 30 as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies is available without charge, upon request, by calling 1-844-798-3833 or by referring to the Securities and Exchange Commission’s (“SEC”) 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-Q. Form N-Q is available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (1-800-SEC-0330). The information on Form N-Q is available without charge, upon request, by calling 1-844-798-3833.

 

 

 

 

 

 

 

 

 

 

 

 

 

INVESTMENT ADVISOR
Ascendant Capital Management, LLC
10866 Wilshire Blvd., Suite 1600
Los Angeles, CA 90024
 
ADMINISTRATOR
Gemini Fund Services, LLC
80 Arkay Drive, Suite 110
Hauppauge, New York 11788

 

 

Item 2. Code of Ethics.

 

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

 

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

 

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

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

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

(5)        Accountability for adherence to the code.

 

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

 

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

 

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

 

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

 

 

Item 3. Audit Committee Financial Expert.

 

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

 

(a)(2) Not applicable.

 

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

 

Item 4. Principal Accountant Fees and Services.

 

(a)Audit Fees

2016 – $13,500

2015 – $13,500

 

(b)Audit-Related Fees

2016 – None

2015 – None

 

(c)Tax Fees

2016 – $2,200

2015 – $2,000

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

2016 - None

2015 – None

 

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

 

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

 

(2)Percentages of Services Approved by the Audit Committee
  2016 2015
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:

 

2016 - $ 2,200

2015 – $ 2,000

 

(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.

 

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 Registrant’s last fiscal half-year that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Item 12. 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 3/3/17

 

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 3/3/17

 

 

By (Signature and Title)

/s/ Brian Curley

Brian Curley, Principal Financial Officer/Treasurer

 

Date 3/3/17

EX-99.CERT 2 cert1.htm Blu Giant, LLC

CERTIFICATIONS

 

I, Brian Curley, certify that:

 

1.       I have reviewed this report on Form N-CSR of the ACM Dynamic Opportunity Fund (a series of Northern Lights Fund Trust III);

 

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

 

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

 

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

 

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

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

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

d)       disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

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

 

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

b)       any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

Date:  3/3/17                                                                          /s/ Brian Curley

Brian Curley

Principal Executive Officer/President

 
 

I, Brian Curley, certify that:

 

1.       I have reviewed this report on Form N-CSR of the ACM Dynamic Opportunity Fund (a series of Northern Lights Fund Trust III);

 

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

 

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

 

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

 

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

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

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

d)       disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

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

 

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

b)       any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

Date: 3/3/2017                                                                       /s/ Brian Curley

Brian Curley

Principal Financial Officer/Treasurer

EX-99.906 CERT 3 cert2.htm Blu Giant, LLC

certification

Brian Curley, Principal Executive Officer/President, and Brian Curley, Principal Financial Officer/Treasurer, of Northern Lights Fund Trust III (the “Registrant”), each certify to the best of his knowledge that:

1.       The Registrant’s periodic report on Form N-CSR for the period ended December 31, 2016 (the “Form N-CSR”) fully complies with the requirements of Sections 15(d) of the Securities Exchange Act of 1934, as amended; and

2.       The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Principal Executive Officer/President Principal Financial Officer/Treasurer
Northern Lights Fund Trust III Northern Lights Fund Trust III
   
   
/s/ Brian Curley /s/ Brian Curley
Brian Curley Brian Curley
Date: 3/3/17 Date: 3/3/17

 

 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Northern Lights Funds Trust III and will be retained by Northern Lights Fund Trust III and furnished to the Securities and Exchange Commission (the “Commission”) or its staff upon request.

 

This certification is being furnished to the Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR filed with the Commission.

 

 

 

EX-99.CODE ETH 4 coe.htm Blu Giant, LLC

aTTACHMENT 12.B

Northern Lights Fund Trust III

CODE OF ETHICS

 

Northern Lights Fund Trust III (the “Trust”) and each of its series (the “Funds”) has adopted this Code of Ethics (the “Code”) in order to set forth guidelines and procedures that promote ethical practices and conduct by all of its Access Persons and to ensure that all Access Persons comply with the federal securities laws. Although this Code contains a number of specific standards and policies, there are four key principles embodied throughout the Code.

 

The interests of the Funds must always be paramount

 

Access Persons have a legal, fiduciary duty to place the interests of the Funds ahead of their own. In any decision relating to their personal investments, Access Persons must scrupulously avoid serving their own interests ahead of those of Trust.

 

Access Persons may not take advantage of their relationship with the Funds

 

Access Persons should avoid any situation (unusual investment opportunities, perquisites and accepting gifts of more than token value from persons seeking to do business with the Funds) that might compromise, or call into question, the exercise of their fully independent judgment in the interests of the Funds.

 

All Personal Securities Transactions should avoid any actual, potential, or apparent conflicts of interest

 

Although all Personal Securities Transactions by Access Persons must be conducted in a manner consistent with this Code, the Code itself is based on the premise that Access Persons owe a fiduciary duty to the Funds, and should avoid any activity that creates an actual, potential, or apparent conflict of interest. This includes executing transactions through or for the benefit of a third party when the transaction is not in keeping with the general principles of this Code.

 

Access Persons must adhere to these general principles as well as comply with the specific provisions of this Code. Technical compliance with the Code and its procedures will not automatically prevent scrutiny of trades that show a pattern of abuse of an individual’s fiduciary duty to the Funds.

 

Access Persons must comply with all applicable laws

In both work-related and personal activities, Access Persons must comply with all applicable laws, including the federal securities laws.

 

Any violations of this Code should be reported promptly to the Chief Compliance Officer or his designee. Failure to do so will be deemed a violation of the Code.

 

DEFINITIONS

 

“Access Person” shall have the same meaning as set forth in Rule 17j-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) and shall include:

1.all officers and trustees (or persons occupying a similar status or performing a similar function) of the Funds;
2.all officers and trustees (or persons occupying a similar status or performing a similar function) of the Advisers with respect to its corresponding series of the Trust
3.any employee of the Trust or the Advisers (or of any company controlling or controlled by or under common control with the Trust or the Advisers) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by the Funds, or whose functions relate to the making of any recommendations with respect to the purchase or sale; and
4.any other natural person controlling, controlled by or under common control with the Trust or the Advisers who obtains information concerning recommendations made to the Funds with regard to the purchase or sale of Covered Securities by the Funds.

 

“Beneficial Ownership” means in general and subject to the specific provisions of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, having or sharing, directly or indirectly, through any contract arrangement, understanding, relationship, or otherwise, a direct or indirect “pecuniary interest” in the security.

 

“Chief Compliance Officer” means the Code of Ethics Compliance Officer of the Trust with respect to Trustees and officers of the Trust, or the Chief Compliance Officer of the Advisers with respect to Advisers personnel.

 

“Code” means this Code of Ethics.

 

“Covered Security” means any Security, except (i) direct obligations of the U.S. Government, (ii) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, (iii) shares issued by a non-Trust open-end mutual Fund and (iv) shares issued by non-Trust unit investment trusts invested exclusively in one or more open-end investment companies.

 

Decision Making Access Person” means any Access Person who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a security by the Funds, or whose functions relate to the making of any recommendations with respect to such purchases or sales. Decision Makers typically are Advisers personnel.

 

“Funds” means series of the Trust.

 

“Immediate family” means an individual’s spouse, child, stepchild, grandchild, parent, stepparent, grandparent, siblings, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and should include adoptive relationships. For purposes of determining whether an Access Person has an “indirect pecuniary interest” in securities, only ownership by “immediate family” members sharing the same household as the Access Person will be presumed to be an “indirect pecuniary interest” of the Access Person, absent special circumstances.

 

“Independent Trustees” means those Trustees of the Trust that would not be deemed an “interested person” of the Trust, as defined in Section 2(a)(19)(A) of the 1940 Act.

 

“Indirect Pecuniary Interest” includes, but is not limited to: (a) securities held by members of the person’s Immediate Family sharing the same household (which ownership interest may be rebutted); (b) a general partner’s proportionate interest in Fund securities held by a general or limited partnership; (c) a person’s right to dividends that is separated or separable from the underlying securities (otherwise, a right to dividends alone will not constitute a pecuniary interest in securities); (d) a person’s interest in securities held by a Trust; (e) a person’s right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable; and (f) a performance-related fee, other than an asset based fee, received by any broker, dealer, bank, insurance company, investment company, investment manager, Trustee, or person or entity performing a similar function, with certain exceptions.

 

“Pecuniary Interest” means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in securities.

 

“Personal Securities Transaction” means any transaction in a Covered Security in which an Access Person has a direct or indirect Pecuniary Interest.

 

“Purchase or Sale of a Security” includes the writing of an option to purchase or sell a Security. A Security shall be deemed “being considered for Purchase or Sale” for the Trust when a recommendation to purchase or sell has been made and communicated by a Decision Making Access Person, and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation. These recommendations are placed on the “Restricted List” until they are no longer being considered for Purchase or Sale, or until the Security has been purchased or sold.

 

“Restricted List” means the list of securities maintained by the Chief Compliance Officer in which trading by Access Persons is generally prohibited.

 

“Security” means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-Trust certificate, pre-organization certificate or subscription, transferable share, ETF share, investment contract, voting-Trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, or, in general, an interest or instrument commonly known as “security”, or any certificate or interest or participation in temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase (including options) any of the foregoing.

 

“Advisers” mean the Advisers to the Trust.

 

“Trust” mean Northern Lights Fund Trust III.

 

PROHIBITED ACTIONS AND ACTIVITIES

 

A.No Access Person shall purchase or sell directly or indirectly, any Covered Security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership and which he or she knows or should have known at the time of such purchase or sale;

 

(1)is being considered for purchase or sale by a Fund, or

 

(2)is being purchased or sold by a Fund.

 

B.Decision-Making Access Persons may not participate in any initial public offering of Covered Securities in any account over which they exercise Beneficial Ownership. All other Access Persons must obtain prior written authorization from the Chief Compliance Officer or his designee prior to such participation;

 

C.No Access Person may purchase a Covered Security in which by reason of such transaction they acquire Beneficial Ownership in a private placement of a Security, without prior written authorization of the acquisition by the Chief Compliance Officer or his designee;

 

D.Access Persons may not accept any fee, commission, gift, or services, other than de minimus gifts, from any single person or entity that does business with or on behalf of the Trust;

 

E.Decision-Making Access Persons may not serve on the board of directors of a publicly traded company without prior authorization from the Chief Compliance Officer or his designee based upon a determination that such service would be consistent with the interests of the Trust. If such service is authorized, procedures will then be put in place to isolate such Decision-Making Access Persons serving as directors of outside entities from those making investment decisions on behalf of the Trust.

 

Advanced notice should be given so that the Trust or Advisers may take such action concerning the conflict as deemed appropriate by the Chief Compliance Officer or his designee.

 

F.Decision-Making Access Person may not execute a Personal Securities Transaction involving a Covered Security without authorization of the Chief Compliance Officer or such persons who may be designated by the Chief Compliance Officer from time to time.

 

G.It shall be a violation of this Code for any Access Person, in connection with the purchase or sale, directly or indirectly, of any Covered Security held or to be acquired by a Fund:

 

(1)to employ any device, scheme or artifice to defraud the Trust;
(2)to make to the Trust any untrue statement of a material fact or to omit to state to the Trust a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;
(3)to engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Trust; or
(4)to engage in any manipulative practice with respect to the Trust.

 

EXEMPTED TRANSACTIONS

 

The provisions described above under the heading Prohibited Actions and Activities and the preclearance procedures under the heading Preclearance of Personal Securities Transactions do not apply to:

 

·Purchases or Sales of Securities effected in any account in which an Access Person has no Beneficial Ownership;

 

·Purchases or Sales of Securities which are non-volitional on the part the Access Person (for example, the receipt of stock dividends);

 

·Purchase of Securities made as part of automatic dividend reinvestment plans;

 

·Purchases of Securities made as part of an employee benefit plan involving the periodic purchase of company stock or mutual Funds; and

 

·Purchases of Securities effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent such rights were acquired from such issuer, and sale of such rights so acquired.

 

PRECLEARANCE OF PERSONAL SECURITIES TRANSACTIONS

 

All Decision-Making Access Persons wishing to engage in a Personal Securities Transaction must obtain prior authorization of any such Personal Securities Transaction from the Chief Compliance Officer or such person or persons that the Chief Compliance Officer may from time to time designate to make such authorizations. Personal Securities Transactions by the Chief Compliance Officer shall require prior authorization from the President or Chief Executive Officer of the Trust (unless such person is also the Chief Compliance Officer), who shall perform the review and approval functions relating to reports and trading by the Chief Compliance Officer. The Trust shall adopt the appropriate forms and procedures for implementing this Code of Ethics.

 

Any authorization so provided is effective until the close of business on the fifth trading day after the authorization is granted. In the event that an order for the Personal Securities Transaction is not placed within that time period, a new authorization must be obtained. If the order for the transaction is placed but not executed within that time period, no new authorization is required unless the person placing the order originally amends the order in any manner. Authorization for “good until canceled” orders is effective unless the order conflicts with a Trust order.

 

If a person wishing to effect a Personal Securities Transaction learns, while the order is pending, that the same Security is being considered for Purchase or Sale by a Fund, such person shall cancel the trade.

 

REPORTING AND MONITORING

 

The Chief Compliance Officer or such person or persons that the Chief Compliance Officer may from time to time designate shall monitor all personal trading activity of all Access Persons pursuant to the procedures established under this Code.

 

An Access Person need not make an Initial Holdings, Quarterly Transaction Report, or Annual Holdings Report under this Code of Ethics if all of the information required in such reports would duplicate information (1) contained in broker trade confirmations or account statements received by the Trust, the Adviser, or NorthStar Financial Services Group, LLC with respect to the Access Person in the time period required by this Code of Ethics, (2) contained in similar reports filed with the Adviser, or NorthStar Financial Services Group, LLC with respect to the Access Person in the time period required by this Code of Ethics, or (3) required to be recorded under Rule 204-2(a)(12) under the Investment Adviser Act of 1940, as amended.

 

Disclosure of Personal Brokerage Accounts

 

Within ten days of the commencement of employment or at the commencement of a relationship with the Trust, all Access Persons, except Independent Trustees, are required to submit to the Chief Compliance Officer or his designee a report stating the names and account numbers of all of their personal brokerage accounts, brokerage accounts of members of their Immediate Family, and any brokerage accounts which they control or in which they or an Immediate Family member has Beneficial Ownership. Such report must contain the date on which it is submitted and the information in the report must be current as of a date no more than 45 days prior to that date. In addition, if a new brokerage account is opened during the course of the year, the Chief Compliance Officer or his designee must be notified immediately.

 

The information required by the above paragraph must be provided to the Chief Compliance Officer or his designee on an annual basis, and the report of such should be submitted with the annual holdings reports described below.

 

Each of these accounts is required to furnish duplicate confirmations and statements to the Chief Compliance Officer or his designee. These statements and confirms for each series of the Trust may be sent to the Advisers.

 

Initial Holdings Report

 

Within ten days of becoming an Access Person (and with information that is current as of a date no more than 45 days prior to the date that the report was submitted), each Access Person, except Independent Trustees must submit a holdings report that must contain, at a minimum, the title and type of Security, and as applicable, the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Covered Security in which the Access Person has any direct or indirect Beneficial Ownership. This report must state the date on which it is submitted.

 

Annual Holdings Reports

 

All Access Persons, except Independent Trustees, must supply the information that is required in the initial holdings report on an annual basis, and such information must be current as of a date no more than 45 days prior to the date that the report was submitted. Such reports must state the date on which they are submitted.

 

Quarterly Transaction Reports

 

All Access Persons shall report to the Chief Compliance Officer or his designee the following information with respect to transactions in a Covered Security in which such person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership in the Covered Security:

 

·The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and the principal amount of each Covered Security;
·The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
·The price of the Covered Security at which the transaction was effected; and
·The name of the broker, dealer, or bank with or through whom the transaction was effected.
·The date the Access Person Submits the Report.

 

Reports pursuant to this section of this Code shall be made no later than 30 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall include a certification that the reporting person has reported all Personal Securities Transactions required to be disclosed or reported pursuant to the requirements of this Code. Confirmations and Brokerage Statements sent directly to each Adviser’s address noted above is an acceptable form of a quarterly transaction report.

 

An Independent Trustee need only make a quarterly transaction report if he or she, at the time of the transaction, knew, or in the ordinary course of fulfilling his or her official duties as a Trustee, should have known that during the 15-day period immediately preceding or following the date of the transaction by the Independent Trustee, the Covered Security was purchased or sold by a Fund or was considered for purchase or sale by a Fund.

 

An Access Person of the Trust who is also an Access Person of the Trust's principal underwriter or an Access Person of a Fund's investment adviser or sub-adviser may submit reports required by this Section on forms prescribed by the Code of Ethics of such principal underwriter, investment adviser, or sub-adviser, provided that such forms contain substantially the same information as called for in the forms required by this Section and comply with the requirements of Rule 17j-1(d)(1).

 

ENFORCEMENTS AND PENALTIES

 

The Chief Compliance Officer or his designee shall review the transaction information supplied by Access Persons. If a transaction appears to be a violation of this Code, the transaction will be reported to the Trust Board of Trustees.

 

Upon being informed of a violation of this Code, the Trust Board of Trustees may impose sanctions as it deems appropriate, including but not limited to, a letter of censure or suspension, termination of the employment of the violator, or a request for disgorgement of any profits received from a securities transaction effected in violation of this Code. The Trust shall impose sanctions in accordance with the principle that no Access Person may profit at the expense of its clients. Any losses are the responsibility of the violator. Any profits realized on personal securities transactions in violation of the Code must be disgorged in a manner directed by the Board of Trustees.

 

Annually, the Chief Compliance Officer at each regular meeting of the Board shall issue a report on Personal Securities Transactions by Access Person. The report submitted to the board shall:

 

·Summarize existing procedures concerning Personal Securities investing and any changes in the procedures made during the prior year;
·Identify any violations of this Code and any significant remedial action taken during the prior year; and;
·Identify any recommended changes in existing restrictions or procedures based upon the experience under the Code, evolving industry practices or developments in applicable laws and regulations.

 

Acknowledgment

 

The Trust must provide all Access Persons with a copy of this Code. Upon receipt of this Code, all Access Persons must do the following:

 

All new Access Persons must read the Code, complete all relevant forms supplied by the Chief Compliance Officer or his designee (including a written acknowledgement of their receipt of the Code), and schedule a meeting with the Chief Compliance Officer or his designee to discuss the provisions herein within two calendar weeks of employment.

 

Existing Access Persons who did not receive this Code upon hire, for whatever reason, must read the Code, complete all relevant forms supplied by the Chief Compliance Officer or his designee (including a written acknowledgement of their receipt of the Code), and schedule a meeting with the Chief Compliance Officer or his designee to discuss the provisions herein at the earliest possible time, but no later than the end of the current quarter.

 

All Access Persons must certify on an annual basis that they have read and understood the Code.

 

 

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