EX-99.H OTH MAT CONT 16 ex99hxxxiii_n.htm

FORM OF RULE 12d1-4

FUND OF FUNDS INVESTMENT AGREEMENT

THIS AGREEMENT, dated as of, January 19, 2022 between each Acquiring Fund(s) listed on Schedule A, severally and not jointly (each, an “Acquiring Fund”), each a series of Northern Lights Fund Trust III, and each series of VanEck ETF Trust (except such series listed on Schedule B which may be amended from time to time), severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Fund[s], the “Funds”).

WHEREAS, each Fund is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment company under the Investment Company Act of 1940, as amended, (the “1940 Act”);

WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment company may invest in shares of other registered investment companies, Section 12(d)(1)(B) limits the extent to which a registered investment company, its principal underwriter or registered brokers or dealers may knowingly sell shares of such registered investment company to other investment companies, and Section 12(d)(1)(C) limits the extent to which an investment company may invest in the shares of a registered closed-end investment company;

WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”) permits registered investment companies, such as the Acquiring Funds, to invest in shares of other registered investment companies, such as the Acquired Funds, in excess of the limits of Section 12(d)(1) of the 1940 Act subject to compliance with the conditions of the Rule; and

WHEREAS, an Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds in excess of the limitations of Section 12(d)(1)(A) in reliance on the Rule.

NOW THEREFORE, in accordance with the Rule, the Acquiring Fund(s) and the Acquired Fund(s) desire to set forth the following terms pursuant to which the Acquiring Fund(s) may invest in the Acquired Fund(s) in reliance on the Rule.

1.Terms of Investment.

(a) In order to help reasonably address the risk of undue influence on an Acquired Fund by an Acquiring Fund, and to assist the Acquired Fund’s investment adviser with making the required findings under the Rule each Acquiring Fund and each Acquired Fund agree as follows:

(i) In-kind redemptions. The Acquiring Fund acknowledges and agrees that, if and to the extent consistent with the Acquired Fund’s registration statement, as amended from time to time, and Rule 6c-11 under the 1940 Act, the Acquired Fund may honor any redemption request from the Authorized Participant acting as an intermediary to execute the Acquiring Fund’s transaction partially or wholly in-kind.

(ii) Timing/advance notice of transactions. Only upon the request of the Acquired Fund, the Acquiring Fund will use reasonable efforts to spread orders

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given to an Authorized Participant that reasonably are expected to result in that Authorized Participant redeeming shares from the Acquired Fund (greater than such percentage of the Acquired Fund’s total outstanding shares as the Acquired Fund shall establish, from time to time, which percentage may be amended, upon notification to the Acquiring Fund, in the sole discretion of the Acquired Fund) over multiple days or to provide advance notification of such orders to the Acquired Fund whenever practicable and only if consistent with the Acquiring Fund’s and its shareholders’ best interests. The Acquired Fund acknowledges and agrees that any notification provided pursuant to the foregoing is not a commitment to sell the Acquired Fund shares and constitutes an estimate that may differ materially from the amount, timing and manner in which a redemption request is submitted, if any. The Acquiring Fund and Acquired Fund each acknowledge and agree that this voluntary notification provision does not apply to trades placed by the Acquiring Fund in secondary markets.

(iii) Scale of investment. Upon a reasonable request by an Acquired Fund, the Acquiring Fund will provide summary information regarding the anticipated timeline of its investment in the Acquired Fund and the scale of its contemplated investments in the Acquired Fund.

(b) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under the 1940 Act) that is: (i) a broker or dealer, (ii) a bank or bank holding company, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide VanEck ETF Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide VanEck ETF Trust with an updated List of Affiliates following any change to such list; and (c) not make an investment in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities without prior approval from the Acquired Fund.

(c) In order to assist the Acquiring Fund’s investment adviser with evaluating the complexity of the structure and fees and expenses associated with an investment in an Acquired Fund, each Acquired Fund shall provide each Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund with reference to the Rule.

2.Representations of the Acquired Funds.

In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

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3.Representations of the Acquiring Funds.

In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.

4.Notices.

All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered by registered or overnight mail, or electronic mail to the address for each party specified below.

If to the Acquiring Fund: If to the Acquired Fund:
Northern Lights Fund Trust III VanEck Compliance Department

Attn: Richard Malinowski

c/o Ultimus Fund Solutions, LLC

 c/o Van Eck Associates Corporation
80 Arkay Drive 666 Third Avenue, 9th Floor
Hauppauge, NY 11788 New York, NY  10017
   
Email: rmalinowski@ultimusfundsolutions.com Email: compliance@vaneck.com
With a copy to: With a copy to:
Thompson Hine, LLP Van Eck Associates Corporation
Attn: Legal Dept. Attn: Legal Dept.
41 South High Street, Suite 1700 666 Third Avenue, 9th Floor
Columbus, OH 43215 New York, NY  10017
Email: joann.strasser@thompsonhine.com Email:  legalnotices@vaneck.com
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5.Term and Termination; Assignment; Amendment.

(a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 5(b).

(b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Upon termination of this Agreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule.

(c) This Agreement may not be assigned by either party without the prior written consent of the other.

(d) This Agreement may be amended only by a writing that is signed by each affected party, except that Schedule B to this Agreement may be amended by the Acquired Funds, in their sole discretion, by providing notice to the Acquiring Funds in accordance with Section 4.

(e) In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund(s) that are involved in the matter in controversy and not to any other Acquiring Fund(s).

(f) In any action involving the Acquired Funds under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Fund(s) that are involved in the matter in controversy and not to any other Acquired Fund(s).

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

 

VanEck ETF Trust

Signature  Name  Title
/s/Laura I. Martinez  Laura I. Martinez  Vice President & Associate General Counsel

 

 

Northern Lights Fund Trust III

Signature  Name   Title 
/s/Eric Kane  Eric Kane   Secretary 

 

 

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SCHEDULE A

List of Acquiring Fund(s) to Which the Agreement Applies


CURRENT AND PENDING NORTHERN LIGHTS FUND TRUST III FUNDS
Northern Lights Fund Trust III – 33 Funds
  • Absolute: (collectively, the “Absolute Funds”)
    • Absolute Capital Asset Allocator Fund (Asset Allocator)
    • Absolute Capital Defender Fund (Capital Defender)
  • ACM: (collectively, the “ACM Funds”)
    • ACM Dynamic Opportunity Fund (ACM Dynamic)
    • ACM Tactical Income Fund (ACM Tactical)
  • Boyd Watterson Limited Duration Enhanced Income Fund (BWLD)
  • Centerstone: (collectively, the “Centerstone Funds”)
    • Centerstone International Fund (“CS International”)
    • Centerstone Investors Funds (“CS Investors”)
  • Counterpoint: (collectively, the “Counterpoint Funds”)
    • Counterpoint Tactical Equity Fund (Counterpoint TE)
    • Counterpoint Tactical Income Fund (Counterpoint TI)
    • Counterpoint Tactical Municipal Fund (Counterpoint TM)
    • CP High Yield Trend ETF (CP HYT)
  • FPA Global Equity ETF (FPA ETF)*
  • Good Harbor Tactical Select Fund (Good Harbor)
  • HCM: (collectively, the “HCM Funds”)
    • HCM Defender 100 Index ETF (HCM 100)
    • HCM Defender 500 Index ETF (HCM 500)
    • HCM Dividend Sector Plus Fund (HCM DSP)
    • HCM Income Plus Fund (HCM IP)
    • HCM Tactical Growth Fund (HCM TG)
  • Issachar Fund (Issachar)
  • Marathon Value Portfolio (Marathon)
  • Newfound Risk Managed U.S. Growth Fund (Newfound)
  • Persimmon Long/Short Fund (Persimmon)
  • Pinnacle: (collectively, the “Pinnacle Funds”)
    • Pinnacle Sherman Multi-Strategy Fund (Pinnacle MS)
    • Pinnacle Sherman Breakaway Strategy Fund (Pinnacle BS)
  • RESQ: (collectively, the “RESQ Funds”)
    • RESQ Dynamic Allocation Fund (RESQ DA)
    • RESQ Strategic Income Fund (RESQ SI)
  • Swan: (collectively, the “Swan Funds”)
    • Swan Defined Risk Fund (Swan DR)
    • Swan Defined Risk Emerging Markets Fund (Swan EM)
    • Swan Defined Risk Foreign Fund (Swan Foreign)
    • Swan Defined Risk U.S. Small Cap Fund (Swan SC)
    • Swan Defined Risk Growth Fund (Swan GF)
  • The Covered Bridge Fund (Covered Bridge)
  • The Teberg Fund (Teberg)
  • Collectively, FYE 9/30
    • 9/30
    • 9/30
  • Collectively, FYE 12/31
    • FYE 12/31
    • FYE 12/31
  • FYE 6/30
  • Collectively, FYE 12/31
    • FYE 12/31
    • FYE 12/31

 

  • FYE 9/30
  • FYE 9/30
  • FYE 9/30
  • FYE 12/31
  • FYE TBD
  • FYE 9/30
  • Collectively, FYE 6/30
    • 6/30
    • 6/30
    • 6/30
    • 6/30
    • 6/30
  • FYE 9/30
  • FYE 9/30
  • FYE 3/31
  • FYE 9/30
  • Collectively, FYE 9/30
    • FYE 9/30
    • FYE 9/30
  • Collectively, FYE 9/30
    • FYE 9/30
    • FYE 9/30
  • Collectively, FYE 6/30
    • 6/30
    • 6/30
    • 6/30
    • 6/30
    • 6/30
  • FYE 9/30
  • FYE 3/31

* Fund not yet operational as of November 30, 2021

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SCHEDULE B (as of December 31, 2021)

List of Series of VanEck ETF Trust to which the Agreement Does Not Apply

VanEck BDC Income ETF

VanEck CEF Muni Income ETF

VanEck Inflation Allocation ETF

VanEck Long/Flat Trend ETF

VanEck Muni Allocation ETF

 

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