SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

Northern Lights Fund Trust III

(Name of Registrant as Specified in Its Charter)

Not Applicable

(Name of Person (s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý No fee required.

o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

_________________________________________________________

_________________________________________________________

_________________________________________________________

_________________________________________________________

_________________________________________________________

_________________________________________________________

_________________________________________________________

_________________________________________________________

_________________________________________________________

Northern Lights Fund Trust III

17645 Wright Street, Suite 200

Omaha, Nebraska 68130

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held August 12, 2019

Dear Shareholders:

The Board of Trustees of Northern Lights Fund Trust III, an open-end management investment company organized as a Delaware statutory trust (the “Trust”), has called a special meeting of the shareholders of the Trust to be held at the offices of the Trust’s administrator, Gemini Fund Services, LLC, 80 Arkay Drive, Suite 110, Hauppauge, NY 11788, on August 12, 2019 at 10:00 a.m. Eastern time, for the following purposes:

Shareholders of record at the close of business on June 27, 2019 are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof. The Notice of Special Meeting, Proxy Statement, and accompanying form of proxy will be mailed to shareholders on or about July 15, 2019.

By Order of the Board of Trustees

/s/ Eric Kane

Eric Kane, Secretary

July 15, 2019

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY
OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING
TO BE HELD ON AUGUST 12, 2019.

A copy of the Notice of Shareholder Meeting, the Proxy Statement and
Proxy Voting Ballot are available at https://www.proxyonline.com/docs/nlftIII.pdf .

YOUR VOTE IS IMPORTANT

To assure your representation at the meeting, please complete the enclosed proxy and return it promptly in the accompanying envelope or by calling the number listed on your proxy card whether or not you expect to be present at the meeting.
If you attend the meeting, you may revoke your proxy and vote your shares in person.

Northern Lights Fund Trust III

with its principal offices at

17645 Wright Street, Suite 200

Omaha, Nebraska 68130

____________

PROXY STATEMENT

____________

SPECIAL MEETING OF SHAREHOLDERS

To Be Held August 12, 2019

____________

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board” or “Trustees”) of Northern Lights Fund Trust III (the “Trust”) for use at a special meeting of shareholders of the Trust (the “Meeting”) to be held at the offices of the Trust’s administrator, Gemini Fund Services, LLC, 80 Arkay Drive, Suite 110, Hauppauge, NY 11788, on August 12, 2019 at 10:00 a.m. Eastern time, and at any and all adjournments thereof. The Notice of Meeting, Proxy Statement, and accompanying form of proxy will be mailed to shareholders on or about July 15, 2019. The Trust is soliciting proxies from the shareholders of each of the following mutual funds (each a “Fund” and collectively the “Funds”) each a series of the Trust:

Absolute Capital Asset Allocator Fund

Absolute Capital Defender Fund

ACM Dynamic Opportunity Fund

ACM Tactical Income Fund

Boyd Watterson Limited Duration Enhanced Income Fund

Counterpoint Long-Short Equity Fund

Counterpoint Tactical Equity Fund

Counterpoint Tactical Income Fund

Counterpoint Tactical Municipal Fund

Good Harbor Tactical Core US Fund

Good Harbor Tactical Select Fund

Leland Real Asset Opportunities Fund

Leland Thomson Reuters Venture Capital Index Fund

Leland Thomson Reuters Private Equity Buyout Index Fund

HCM Tactical Growth Fund

HCM Dividend Sector Plus Fund

HCM Income Plus Fund

Issachar Fund

Marathon Value Portfolio

Newfound Risk Managed Global Sectors Fund

Newfound Multi-Asset Income Fund

Newfound Risk Managed U.S. Sectors Fund

Persimmon Long/Short Fund

Pinnacle Dynamic Growth Fund

Pinnacle Sherman Tactical Allocation Fund

Pinnacle Sherman Multi-Strategy Core Fund

Pinnacle TrendRating Innovative Equity Fund

RESQ Dynamic Allocation Fund

RESQ Strategic Income Fund

Swan Defined Risk Fund

Swan Defined Risk Emerging Markets Fund

Swan Defined Risk Growth Fund

Swan Defined Risk Foreign Developed Fund

Swan Defined Risk U.S. Small Cap Fund

The Covered Bridge Fund

The Teberg Fund

The Meeting has been called by the Board for the following purposes:

1. To elect Patricia Luscombe and Jeffery Young to the Board of Trustees of the Trust.

2. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

Only shareholders of record at the close of business on June 27, 2019 (the “Record Date”) are entitled to notice of, and to vote at, the Meeting and any adjournments or postponements thereof.

Each Fund’s most recent annual and semi-annual report, including financial statements and schedules, is available at no charge by sending a written request to the Fund, c/o Gemini Fund Services, LLC, 80 Arkay Drive, Suite 110, Hauppauge, NY 11788 or by calling 1-800-893-5865.

PROPOSAL I

ELECTION OF TRUSTEES

In this proposal, shareholders of the Funds are being asked to elect Patricia Luscombe and Jeffery Young (each a “Nominee,” and together the “Nominees”) to the Board of Trustees of the Trust.

Ms. Luscombe and Mr. Young currently serve on the Board each having been appointed to the position of Trustee by resolution of the Board during the February 3-4, 2015 meeting of the Board. The Investment Company Act of 1940, as amended (the “1940 Act”), requires that, at all times, a majority of the Trustees have been elected by shareholders. To facilitate future compliance with this requirement, the Board now proposes to have shareholders elect Ms. Luscombe and Mr. Young to their current positions.

Information about the Nominees

Below is information about each Nominee and the attributes that qualify each to serve as a Trustee. The information provided below is not all-inclusive. Many Trustee attributes involve intangible elements, such as intelligence, work ethic and the willingness to work together, as well as the ability to communicate effectively, exercise good judgment, ask incisive questions, manage people and problems, and develop solutions. The Board does not believe any one factor is determinative in assessing a Trustee’s qualifications, but believes that each Nominee possesses experiences, qualifications, and skills valuable to the Funds.

The Board believes that Ms. Luscombe should be elected by shareholders as Trustee because she has more than 25 years of experience in financial advisory and valuation services. She currently serves as Managing Director and co-head of Lincoln International LLC’s (“Lincoln”) Valuations and Opinions Group, and has worked at

Lincoln since 2007. In this position, she assists regulated investment funds, business development companies, private equity funds and hedge funds in the valuation of illiquid securities for fair value accounting purposes. Previously, Ms. Luscombe spent 16 years with Duff & Phelps Corporation, as a Managing Director in the firm’s valuation and financial advisory business. Ms. Luscombe is a member of the Chicago Chapter of the Association for Corporate Growth, the Chartered Financial Analyst Society of Chicago and former president of the Chicago Finance Exchange. Ms. Luscombe holds a Bachelor of Arts degree in economics from Stanford University, a Master’s degree in economics from the University of Chicago and a Master of Business Administration degree from the University of Chicago Booth School of Business. In addition, Ms. Luscombe is licensed under the Series 24, 79 and 63 of FINRA.

The Board believes that Mr. Young should be elected by shareholders as Trustee because he has 40 years of business management experience in the transportation, operations, and information technology sectors. He is currently co-owner and Vice President of the Latin America Agriculture Development Corporation, an agribusiness exporting fruit to the United States and Central America. He served as Assistant Vice President of Transportation Systems at Union Pacific Railroad Company, where he was responsible for the development and implementation of large scale command and control systems that support railroad operations and safety. In this position, Mr. Young was heavily involved in the regulatory compliance of safety and mission critical systems. The Board believes that his business experience with complex operations, and understanding of regulatory compliance, provides a different perspective that has brought diversity and clarity to Board deliberations.

Nominees

The following table provides additional information regarding the Nominees. Unless otherwise noted, the address of each Nominee is c/o Northern Lights Fund Trust III, 17645 Wright Street, Suite 200, Omaha, Nebraska 68130.

* Trustees hold their positions until their resignation or removal.

** “Fund Complex” refers to all active Funds of Northern Lights Funds Trust III as of June 27, 2019.

Other Incumbent Independent Trustees

The following table provides information regarding the other incumbent Independent Trustees (excluding the Nominees). Each was previously elected by shareholders to his position. Unless otherwise noted, the address of each Trustee is c/o Northern Lights Fund Trust III, 17645 Wright Street, Suite 200, Omaha, Nebraska 68130.

* Trustees hold their positions until their resignation or removal.

** “Fund Complex” refers to all active Funds of Northern Lights Funds Trust III as of June 27, 2019.

Officers

The following table provides information regarding the officers of the Trust who are not Trustees. Unless otherwise noted, the address of each officer is Northern Lights Fund Trust III, c/o Gemini Fund Services, LLC, 80 Arkay Drive, Hauppauge, NY 11788.

Incumbent Trustee Qualifications

Below are summaries of the qualifications of the incumbent Trustees who are not candidates being proposed for election at the Meeting. The Trust has concluded that each of these Trustees should serve on the Board because of his ability to review and understand information about the Trust and the Funds provided by management, to identify and request other information he may deem relevant to the performance of the Trustees’ duties, to question management and other service providers regarding material factors bearing on the management and administration of the Trust, and to exercise his business judgment in a manner that serves the best interests of the Funds’ shareholders. The experiences, qualifications, attributes and skills of each Trustee, as described below, qualify them to serve as a Trustee of the Trust.

James Jensen has over 40 years of business experience in a wide range of industries including the financial services industry. His experience includes over 25 years of mutual fund board experience with service as chairman of the Audit Committee, chairman of the Nominating and Governance Committee and, for the past eight years, as Chairman of the Board of Wasatch Funds. Since April 2008, Mr. Jensen has served as the Chief Executive Officer of Clearwater Law & Governance Group, where he devotes himself full time to corporate law practice, board governance consulting for operating companies and private investing. In May 2014, Mr. Jensen and his firm conducted the 11th Green River Conference on Corporate Governance for lawyers, accountants, directors and service providers. In 2001, Mr. Jensen co-founded Intelisum, Inc., a

company pursuing computer and measurement technology and products, and was Chairman of the Board from 2001 to 2008. From 1986 to 2004, Mr. Jensen held key positions with NPS Pharmaceuticals, Inc., including Vice President, Corporate Development, Legal Affairs and General Counsel and Secretary. In addition to his business experience, Mr. Jensen was Chairman of the Board of Agricon Global Corporation, formerly BayHill Capital Corporation from 2008 to 2014 and was a Director of the University of Utah Research Foundation from 2000 to 2018. Mr. Jensen was the founder and first President of the MountainWest Venture Group (now “MountainWest Capital Network”) in 1983. Mr. Jensen is a member of the National Association of Corporate Directors. Mr. Jensen graduated with a Bachelor of Arts degree from the University of Utah in 1967 and received degrees of Juris Doctor and Master of Business Administration from Columbia University in 1971.

John V. Palancia has over 40 years of business experience in the financial services industry including serving as the Director of Global Futures Operations for Merrill Lynch, Pierce, Fenner & Smith, Inc. (“Merrill Lynch”). Mr. Palancia possesses an in depth understanding of broker-dealer operations from having served in various management capacities and has held industry registrations in both securities and futures. Based on his service at Merrill Lynch, he also possesses a strong understanding of risk management, balance sheet analysis, compliance and the regulatory framework under which regulated financial entities must operate. Additionally, he is well versed in the regulatory framework under which investment companies must operate based on his service as a member of three other mutual fund boards. This practical and extensive experience in the securities industry provides valuable insight into fund operations and enhances his ability to effectively serve as chairman of the Board. Mr. Palancia is a member of the National Association of Corporate Directors. Mr. Palancia holds a Bachelor of Science degree in Economics.

Mark H. Taylor has over 30 years of academic and professional experience in the accounting and auditing fields which makes him particularly qualified to serve as the Trust’s Audit Committee chair. He holds PhD, Master’s and Bachelor’s degrees in Accounting and is a licensed Certified Public Accountant. Dr. Taylor chairs the Department of Accountancy in the Weatherhead School of Management at Case Western Reserve University and is the Andrew D. Braden Professor of Accounting and Auditing. Since August 2017, Dr. Taylor has been serving a three-year term as Vice President-Finance on the Board of Directors of the American Accounting Association (AAA). From 2012 to 2015, he served a 3-year term as President of the Auditing Section of the AAA (Vice-President 2012-2013, President 2013-2014, and Past President (2014-2015). Dr. Taylor serves as a member of two other mutual fund boards within the Northern Lights Fund Complex, and completed a fellowship in the Professional Practice Group of the Office of the Chief Accountant at the headquarters of the United States Securities Exchange Commission. He also served a three-year term on the AICPA’s Auditing Standards Board (2010-2012). Dr. Taylor is a member of two research teams that recently received grants from the Center for Audit Quality to study how auditors manage the process of auditing fair value measurements in financial statements and how accounting firms’ tone-at-the top messaging impacts audit performance. Dr. Taylor teaches corporate governance and accounting policy as well as auditing and assurance services and possesses a strong understanding of the regulatory framework under which investment companies operate.

Trustee Trust Ownership

Some of the Trustees own shares of the Funds. The following table shows the dollar range of the shares beneficially owned by each Trustee as of June 27, 2019.

* The “Funds” refer to all active Funds in the Northern Lights Fund Trust III as of June 27. 2019.

Trustee Compensation

Each Independent Trustee receives quarterly compensation for his or her service on the Board. None of the executive officers receive compensation from the Trust. Additionally, the Trust does not have a bonus, profit sharing, pension or retirement plan.

The table below details the amount of compensation earned and received by each Trustee for the calendar year ended March 31, 2019.

* “Funds” includes all active Funds managed by Northern Lights Fund Trust III as of March 31, 2019.

** “Fund Complex” includes all active Funds managed by Northern Lights Fund Trust III as of March 31, 2019.

Leadership Structure and Board of Trustees

The Board has general oversight responsibility with respect to the business and affairs of the Trust and the Funds. The Board has engaged service providers to manage and/or administer the day-to-day operations of the Funds and is responsible for overseeing such service providers. The Trustees also have engaged legal counsel that is independent of all Fund advisers or affiliates to advise them on matters relating to their responsibilities in connection with the Trust. In addition to four regularly scheduled meetings per year, the Board holds special meetings or informal conference calls to discuss specific matters that may require action prior to the next regular meeting.

The Board is currently composed of five Trustees, all of whom, including the Chairman, are Independent Trustees. The Chairman of the Board is responsible, among other things, for (a) presiding at Board meetings, (b) calling special meetings on an as-needed basis, and (c) execution and administration of Trust policies, including (i) setting the agendas for Board meetings and (ii) providing information to Board members in advance of each Board meeting and between Board meetings. Generally, the Trust believes it best to have a non-executive Chairman of the Board, who together with the Trust President (Principal Executive Officer), are seen by the shareholders, business partners and other stakeholders as providing strong leadership.

The Trustees meet separately in an executive session on a quarterly basis and meet separately in executive session with the Trust’s Chief Compliance Officer (“CCO”) at least annually. On an annual basis, the Board conducts a self-assessment and evaluates its structure, performance and effectiveness.

During the Trust’s fiscal year ended December 31, 2018, the Board met seven times.

Board Oversight of Risk

Mutual funds face a number of risks, including investment risk, compliance risk and valuation risk. The Board is responsible for overseeing risk management, with the day-to-day risk management responsibilities resting with the Trust’s CCO, investment advisers, and other service providers. More specifically, the Board monitors and tracks risk by:

The Board believes that its oversight of material risks is adequately maintained through the compliance-reporting chain where the CCO is the primary recipient and communicator of such risk-related information.

Board Committees

The Board has established a standing Audit Committee to assist it in performing its oversight function. The Audit Committee is comprised of the entire Board, which includes 5 Independent Trustees with Dr. Taylor acting as Chairman. The Audit Committee operates pursuant to an Audit Committee Charter. During the fiscal year ended December 31, 2018, the Audit Committee held four meetings.

The Audit Committee’s responsibilities include: (i) recommending to the Board the selection, retention or termination of the Trust’s independent auditors; (ii) reviewing with the independent auditors the scope, performance and anticipated cost of their audit; (iii) discussing with the independent auditors certain matters relating to the Trust’s financial statements, including any adjustment to such financial statements recommended by such independent auditors, or any other results of any audit; (iv) reviewing on a periodic basis a formal written statement from the independent auditors with respect to their independence, discussing with the independent auditors any relationships or services disclosed in the statement that may impact the objectivity and independence of the Trust’s independent auditors and recommending that the Board take appropriate action in response thereto to satisfy itself of the auditor’s independence; and (v) considering the comments of the independent auditors and management’s responses thereto with respect to the quality and adequacy of the Trust’s accounting and financial reporting policies and practices and internal controls.

The Trust does not have a standing Nominating Committee, and instead convenes an ad-hoc committee as needed. The ad-hoc committee convened last in May 2014 and was comprised of James Jensen, Anthony Payne, and Mark Taylor. Mr. Payne retired from the Board effective April 1, 2015. During the evaluation process, the ad-hoc committee took into account a variety of factors about the nominees, including senior-level business, management or regulatory experience; character and integrity; financial literacy or other professional or business experience relevant to an understanding of the Trust and its business and diversity of viewpoints, backgrounds, experiences and other demographics. The committee also considered the current composition of the Board and the interplay of a candidate’s individual experiences, lifestyle, education, skills, economic circumstances, background and other qualities and attributes with those of the other Board members. The Board believes that its current nomination process is appropriate and an ad-hoc committee is adequate in light of the infrequent need for a nominating committee. The Trust accepts Trustee nominations from shareholders as discussed in “Shareholder Proposals” in this Proxy Statement.

The Board has determined that leadership by an Independent Trustee and a committee structure that is led by Independent Trustees is appropriate for the Trust and allows the Board to effectively and efficiently evaluate issues that impact the Trust as a whole, as well as issues that are unique to each Fund.

Legal Proceedings

On May 2, 2013, the U.S. Securities and Exchange Commission (“SEC”) filed an order instituting settled administrative proceedings (the “Order”) against Northern Lights Compliance Services, LLC (“NLCS”), Gemini Fund Services, LLC (“GFS”), and certain trustees of the Northern Lights Fund Trust (“NLFT”). There were no allegations that shareholders suffered any monetary harm, and the parties agreed to settle with the SEC without admitting or denying the alleged violations. One of the current Trustees is named in the Order.

Relating to the period January 2009 to December 2010, the Order alleged that GFS failed to ensure that certain shareholder reports contained the required disclosures concerning the trustees’ evaluation process and failed to ensure that certain series within NLFT maintained and preserved their Section 15(c) files in accordance with 1940 Act recordkeeping requirements. The Order also alleged that, on certain occasions during the relevant period, shareholder reports filed by certain funds of NLFT contained boilerplate disclosures concerning the trustees’ adviser evaluation process under Section 15(c) of the 1940 Act that were materially untrue or misleading in violation of Section 34(b) of the 1940 Act.

The Order further alleged that, during the relevant period, NLCS and the four named trustees violated Rule 38a-1(a)(1) under the 1940 Act, which requires registered investment companies to adopt and implement written compliance policies and procedures.

* * *

If shareholders do not elect Ms. Luscombe and Mr. Young, they will continue to serve in their current capacities pursuant to their appointment to the Board.

The Board of Trustees, consisting entirely of Independent Trustees,
recommends that shareholders of the Funds vote
“FOR” the election of the Nominees to the Board of Trustees.

OTHER INFORMATION

Each Fund is a diversified series of Northern Lights Fund Trust III, an open-end investment management company organized as a Delaware statutory trust and formed by an Agreement and Declaration of Trust on December 5, 2011. The Trust’s principal executive offices are located at 17645 Wright Street, Suite 200, Omaha, Nebraska 68130. The Board of Trustees supervises the business activities of the Funds. Like other mutual funds, the Funds retain various organizations to perform specialized services. The Funds retain the following investment advisers:

Northern Lights Distributors, LLC, located at 17645 Wright Street, Suite 200, Omaha, Nebraska 68130, serves as principal underwriter and distributor of the Funds. Gemini Fund Services, LLC, with principal offices located at 17645 Wright Street, Suite 200, Omaha, Nebraska 68130, provide the Funds with transfer agent, accounting, compliance, and administrative services.

THE PROXY

The Board solicits proxies so that each shareholder has the opportunity to vote on the proposal to be considered at the Meeting. A proxy for voting your shares at the Meeting is enclosed. The shares represented by each valid proxy received in time will be voted at the Meeting as specified. If no specification is made, the shares represented by a duly executed proxy will be voted for approval of the Nominees and at the discretion of the holders of the proxy on any other matter that may come before the meeting that the Trust did not have notice of a reasonable time prior to the mailing of this Proxy Statement. You may revoke your proxy at any time before it is exercised by (1) submitting a duly executed proxy bearing a later date, (2) submitting a written notice to the President of the Trust revoking the proxy, or (3) attending and voting in person at the Meeting.

VOTING SECURITIES AND VOTING

As of the Record Date, there were shares of beneficial interest of the Funds issued and outstanding as follows:

All shareholders of record of the Funds on the Record Date are entitled to vote at the Meeting on each proposal. Each shareholder is entitled to one (1) vote per share held, and fractional votes for fractional shares held, on any matter submitted to a vote at the Meeting.

Approval of Proposal I requires the affirmative vote of a plurality of all votes at the Meeting. Under this plurality system, vacant Trustee positions are filled by the nominees who receive the largest number of votes, with no majority approval requirement, until all vacancies are filled.

Abstentions and “broker non-votes” (i.e. shares held by brokers or nominees, typically in “street name,” as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) will be treated as present for purposes of determining a quorum and as votes against a proposal. In addition, under the rules of the New York Stock Exchange (“NYSE”), if a broker has not received instructions from beneficial owners or persons entitled to vote and the proposal to be voted upon may “affect substantially” a shareholder’s rights or privileges, the broker may not vote the shares as to that proposal even if it has discretionary voting power. As a result, these shares also will be treated as broker non-votes for purposes of proposals that may “affect substantially” a shareholder’s rights or privileges (but will not be treated as broker non-votes for other proposals, including adjournment of the special meeting). The NYSE does not consider the proposals to be voted upon at the Meeting to be non-routine matters that affect substantially a shareholders’ rights or privileges. Consequently, brokers holding shares of the Funds on behalf of clients may vote absent instructions from the beneficial owners of the shares.

Treating broker non-votes as votes against a proposal can have the effect of causing shareholders who choose not to participate in the proxy vote to prevail over shareholders who cast votes or provide voting instructions to their brokers or nominees. Because Trustees are elected by a plurality, non-votes and abstentions will have no effect on Proposal I.

If (a) a quorum is not present at the meeting, or (b) a quorum is present but sufficient votes in favor of a proposal have not been obtained, then the meeting may be adjourned from time to time by the vote of a majority of the shares represented at the Meeting, whether or not a quorum is present, to permit further solicitation of proxies. The persons named as proxies may also adjourn the meeting for any other reason in their discretion. Any adjourned meeting may be held, within a reasonable time after the date set for the original Meeting, without the necessity of further notice unless a new record date of the adjourned Meeting is fixed. The persons named as proxies will vote those proxies that such persons are required to vote FOR the proposal, as well as proxies for which no vote has been directed, in favor of such an adjournment and will vote those proxies required to be voted AGAINST such proposal against such adjournment. In determining whether to vote for adjournment, the persons named as proxies shall consider all relevant factors, including the nature of the proposal, the percentage of votes then cast, the percentage of negative votes then cast, the nature of the proposed solicitation activities and the nature of the reasons for such further solicitation, in determining that an adjournment and additional solicitation is reasonable and in the interests of shareholders. At any adjourned Meeting, the Trust may transact any business which might have been transacted at the original Meeting.

The individuals named as proxies will vote in accordance with the shareholder’s direction, as indicated thereon, if the proxy card is received and is properly executed. If a shareholder properly executes a proxy and gives no voting instructions with respect to a proposal, the shares will be voted in favor of such proposal. The proxies, in their discretion, may vote upon such other matters as may properly come before the Meeting. The Board is not aware of any other matters to come before the Meeting.

Security Ownership OF Certain Beneficial OwnerS

As of the Record Date, the following shareholders were beneficial owners of 5% or more of the outstanding shares of the Funds listed because they possessed voting or investment power with respect to such shares:

Charles Schwab & Co. Inc. is a California corporation and may be deemed to control the ACM Dynamic Opportunity Fund, ACM Tactical Income Fund, Persimmon Long/Short Fund, Pinnacle TrendRating Innovative Equity Fund, RESQ Strategic Income Fund, Marathon Value Portfolio and The Covered Bridge Fund.

SP Investment Associates is a Foreign Limited Partnership incorporated in Delaware whose primary offices are based in Massachusetts and may be deemed to control the Newfound Risk Managed Global Sectors Fund. The Adviser has an agreement with SP Investment Associates (“Investor”) whereby the Investor agreed to invest at least $25,000,000 in the Newfound Risk Managed Global Sectors Fund. The Investor agreed that its shares of the Newfound Risk Managed Global Sectors Fund would not be redeemed prior to June 30, 2017 unless certain conditions were met (which did not occur). As such, the Investor, who currently owns greater than 50% of the shares of the Newfound Risk Managed Global Sectors Fund, may redeem some or all of its shares in the Newfound Risk Managed Global Sectors Fund at any time. The Investor agreed to provide consulting services to the Adviser and assistance in gaining platform access with certain firms for the Adviser’s Advised mutual funds and other investment products. In consideration for the mutual covenants of the parties, the Adviser agreed to pay the Investor 10 basis points per year (in monthly installments) based on the amount of the assets invested in the Newfound Risk Managed Global Sectors Fund. Such payments are made by the Adviser out of the Adviser’s legitimate profits.

TD Ameritrade, Inc. is a New York Corporation, and may be deemed to control the Counterpoint Long-Short Equity Fund and Counterpoint Tactical Municipal Fund.

LPL Financial, LLC is a California limited liability company and a subsidiary of LPL Financial Holdings Inc., a Massachusetts corporation, and may be deemed to control the Leland Real Asset Opportunities Fund, Swan Defined Risk Foreign Developed Fund and Swan Defined Risk U.S. Small Cap Fund.

Mitra & Co Private Limited is an India company and may be deemed to control the Swan Defined Risk Growth Fund.

National Financial Services, LLC is a Massachusetts limited liability company and a subsidiary of FMR LLC, a Massachusetts corporation, and may be deemed to control the Leland Thompson Reuters Private Equity Buyout Index Fund, Pinnacle TrendRating Innovative Equity Fund and Pinnacle Dynamic Growth Fund.

Pershing LLC is a New Jersey limited liability company and a subsidiary of BNY Mellon, a New York Company, and may be deemed to control the Swan Defined Risk Growth Fund.

Shareholders owning more than 25% of the shares of a Fund are considered to “control” the Fund, as that term is defined under the 1940 Act. Persons controlling a Fund can determine the outcome of any proposal submitted to the shareholders for approval. 

SECURITY OWNERSHIP OF MANAGEMENT

As a group, the Trustees and officers of the Trust owned less than 1% of the outstanding shares of the Funds as of the Record Date. As a result, the Trustees and officers as a group are not deemed to control any of the Funds.

SHAREHOLDER PROPOSALS

The Trust has not received any shareholder proposals to be considered for presentation at the Meeting. Under the proxy rules of the SEC, shareholder proposals may, under certain conditions, be included in the Trust’s Proxy Statement and proxy for a particular meeting. Under these rules, proposals submitted for inclusion in the Trust’s proxy materials must be received by the Trust within a reasonable time before the solicitation is made. The fact that the Trust receives a shareholder proposal in a timely manner does not ensure its inclusion in its proxy materials because there are other requirements in the proxy rules relating to such inclusion. You should be aware that annual meetings of shareholders are not required as long as there is no particular requirement under the 1940 Act, which must be met by convening such a shareholder meeting. Any shareholder proposal should be sent to Eric Kane, Secretary, Northern Lights Fund Trust III, 80 Arkay Drive, Suite 110, Hauppauge, NY 11788. Shareholder proposals may also be raised from the floor at the Meeting without prior notice to the Trust.

COST OF SOLICITATION

The Board is making this solicitation of proxies. The Trust has engaged AST Fund Solutions, a proxy solicitation firm, to assist in the solicitation. The cost of preparing and mailing this Proxy Statement, the accompanying Notice of Special Meeting and proxy and any additional materials relating to the meeting and the cost of soliciting proxies will be borne by the Trust. In addition to solicitation by mail, the Trust will request banks, brokers and other custodial nominees and fiduciaries to supply proxy materials to the respective beneficial owners of shares of the Funds of whom they have knowledge, and the Funds will reimburse them for their expenses in so doing. Certain officers, employees and agents of the Trust and the Funds may solicit proxies in person or by telephone, facsimile transmission, or mail, for which they will not receive any special compensation. The estimated fees anticipated to be paid to the proxy solicitor are approximately $137,145. The proxy solicitor will prepare and mail the Proxy Statement, Notice of Special Meeting and all materials relating to the meeting to each Fund’s shareholders, and will solicit and tabulate votes of each Fund’s shareholders.

OTHER MATTERS

The Board knows of no other matters to be presented at the Meeting other than as set forth above. If any other matters properly come before the Meeting that the Trust did not have notice of a reasonable time prior to the mailing of this Proxy Statement, the holders of the proxy will vote the shares represented by the proxy on such matters in accordance with their best judgment, and discretionary authority to do so is included in the proxy.

PROXY DELIVERY

If you and another shareholder share the same address, the Trust may only send one Proxy Statement unless you or the other shareholder(s) request otherwise. Call or write to the Trust if you wish to receive a separate copy of the Proxy Statement, and the Trust will promptly mail a copy to you. You may also call or write to the Trust if you wish to receive a separate proxy in the future or if you are receiving multiple copies now and wish to receive a single copy in the future. For such requests, call the Trust at 1-800-893-5865, or write the Trust at 80 Arkay Drive, Suite 110, Hauppauge, NY 11788.

Important Notice Regarding the Availability of Proxy Materials
for the Shareholder Meeting to be Held on August 12, 2019.

A copy of the Notice of Shareholder Meeting, the Proxy Statement, and Proxy Card are available at https://www.proxyonline.com/docs/nlftIII.pdf.

BY ORDER OF THE BOARD OF TRUSTEES

Eric Kane, Secretary

Dated: July 15, 2019

If you have any questions before you vote, please call our proxy information line at 1-800-893-5865. Representatives are available Monday through Friday 9 a.m. to 10 p.m., Eastern Time to answer your questions about the proxy material or about how to how to cast your vote. You may also receive a telephone call reminding you to vote your shares. Thank you for your participation in this important initiative.

Please date and sign the enclosed proxy and return it promptly in the enclosed reply envelope or Call the number listed on your proxy card.