Post-effective Amendment Filed Solely to Add Exhibits to a Registration Statement (pos Ex)
06 Aprile 2020 - 8:49PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on April 6, 2020
Securities Act File No. 333-235894
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 x
Pre-Effective Amendment No. o
Post-Effective
Amendment No. 1 x
Northern Lights Fund Trust III
(Exact Name of Registrant as Specified in Charter)
225 Pictoria Drive, Suite 450
Cincinnati, OH 45246
(Address of Principal Executive Offices) (Zip
Code)
(402) 895-1600
(Registrant's Telephone Number, including Area
Code)
The Corporation Trust Company
1290 Orange Street
Wilmington, DE 19801
(Name and Address of Agent for Service)
JoAnn M. Strasser
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Richard Malinowski
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Thompson Hine LLP
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Gemini Fund Services, LLC
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41 S. High Street, Suite 1700
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4221 North 203rd Street, Suite 100
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Columbus, Ohio 43215
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Elkhorn, Nebraska 68022-3474
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(614) 469-3200
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(631) 470-2600
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Title of securities being registered: Class A, Class C and
Class I Shares of Pinnacle Sherman Multi-Strategy Core Fund, a series of the Registrant.
EXPLANATORY NOTE
The Joint Prospectus/Proxy Statement
and Statement of Additional Information, each in the form filed on March 12, 2020 pursuant to Rule 497 of the General Rules and
Regulations under the Securities Act of 1933, as amended (File No. 333-235894), are incorporated herein by reference.
This amendment is being filed in order
to file, as Exhibit 12 to this Registration Statement, the tax opinion of Thompson Hine LLP.
PART C: OTHER INFORMATION
Item 15: Indemnification
Reference is made to Article VIII of the Registrant’s
Declaration of Trust filed with the Registration Statement on December 30, 2011.
Subject to and except as otherwise provided
in the Securities Act of 1933, as amended, and the 1940 Act, the Trust shall indemnify each of its past, present and future Trustees
and officers (including persons who serve at the Trust's request as directors, officers or trustees of another organization in
which the Trust has any interest as a shareholder, creditor or otherwise (hereinafter referred to as a "Covered Person")
against all liabilities, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and expenses, including reasonable accountants' and counsel fees, incurred by any Covered Person in connection with
the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative
or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person
may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer,
director or trustee, and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders
to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's office.
Insofar as indemnification for liability arising
under the Securities Act of 1933 (the “1933 Act”) may be permitted to Trustees, officers, controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a Trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Trustee, officer or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.
Item 16: Exhibits
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(5)
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Instruments Defining Rights of Security Holders. None other than the Declaration of Trust
and By-Laws of the Trust.
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(6)
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Investment Advisory Contracts.
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(8) Bonus
or Profit Sharing Contracts. None.
(9) Custodian
Agreements.
(10) 12b-1
and 18f-3 Plans.
(a) 12b-1
Plan
(a)
Amended and Restated exhibit A to Master Distribution and Shareholder Servicing Plan Pursuant to Rule 12b-1 for Class A Shares
as previously filed on December 21, 2018 to the Registrant’s Registration Statement in Post-Effective Amendment No. 377,
and hereby incorporated by reference.
(b) 18f-3
Plan
(i)
Rule 18f-3 Plan as previously filed on July 8, 2014 to the Registrant's Registration Statement in Post-Effective Amendment No.
119, and hereby incorporated by reference.
(12) Legal
Opinion regarding Tax Matters. Form of opinion regarding tax matters is filed herewith.
(13) None.
(15) Omitted
Financial Statements. None.
(16) Power
of Attorney. None.
Item 17:
Undertakings
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(1)
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The undersigned registrant agrees that prior to any public reoffering of the securities registered
through the use of a prospectus which is part of this registration statement by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c], the reoffering prospectus will contain the information
called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
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(2)
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The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above
will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and
that, in determining any liability under the 1933 act, each post-effective amendment shall be deemed to be a new registration statement
for the
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securities offered therein, and the
offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
SIGNATURES
As required by the Securities Act of 1933, this
registration statement has been signed on behalf of the registrant in the City of Smithtown and State of New York on the 3rd
day of April, 2020.
NORTHERN LIGHTS FUND TRUST III By: /s/ Richard Malinowski
Registrant Richard Malinowski, President
As required by the Securities Act of 1933, this
registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Richard Malinowski
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Richard Malinowski
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President
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April 3, 2020
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/s/ Brian Curley
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Brian Curley
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Treasurer
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April 3, 2020
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_________________
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James U. Jensen
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Independent Trustee
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April ____, 2020
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/s/ Patricia Luscombe
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Patricia Luscombe
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Independent Trustee
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April 3, 2020
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/s/ John V. Palancia
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John V. Palancia
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Independent Trustee
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April 3, 2020
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/s/ Mark H. Taylor
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Mark H. Taylor
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Independent Trustee
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April 3, 2020
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/s/ Jeffery D. Young
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Jeffery D. Young
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Independent Trustee
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April 3, 2020
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EXHIBIT LIST
(12) Legal Opinion regarding Tax Matters
Grafico Azioni Cp High Yield Trend Etf (AMEX:HYTR)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Cp High Yield Trend Etf (AMEX:HYTR)
Storico
Da Lug 2023 a Lug 2024