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) |
225 Pictoria Drive, Suite 450, Cincinnati, OH | 45246 |
(Address of principal executive offices) | (Zip code) |
The Corporation Trust Company |
1209 Orange Street, Wilmington, DE 19801 |
(Name and address of agent for service) |
Registrants telephone number, including area code: | 631-470-2600 |
Date of fiscal year end: | 9/30 |
Date of reporting period: | 3/31/25 |
Item 1. Reports to Stockholders.
(a)
(b) Not applicable
Item 2. Code of Ethics.
Not applicable
Item 3. Audit Committee Financial Expert.
Not applicable
Item 4. Principal Accountant Fees and Services.
Not applicable
Item 5. Audit Committee of Listed Registrants.
Not applicable
Item 6. Investments.
The Registrants schedule of investments in unaffiliated issuers is included in the Financial Statements under Item 7 of this form.
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
(a)
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PlanRock Alternative Growth ETF |
PRAE |
Semi-Annual Financial Statements and Additional Information |
March 31, 2025 |
1-800-677-6025 |
www.PlanRockFunds.com |
PLANROCK ALTERNATIVE GROWTH ETF |
SCHEDULE OF INVESTMENTS (Unaudited) |
March 31, 2025 |
Shares | Fair Value | |||||||||||||||||||
EXCHANGE-TRADED FUNDS 75.3% | ||||||||||||||||||||
COMMODITY - 16.0% | ||||||||||||||||||||
40,537 | Invesco DB Energy Fund | $ | 794,525 | |||||||||||||||||
4,083 | ProShares Ultra Gold(a) | 525,564 | ||||||||||||||||||
1,320,089 | ||||||||||||||||||||
EQUITY - 50.6% | ||||||||||||||||||||
5,867 | Avantis International Small Cap Value ETF | 409,165 | ||||||||||||||||||
3,852 | Communication Services Select Sector SPDR Fund | 371,525 | ||||||||||||||||||
5,613 | Consumer Staples Select Sector SPDR Fund | 458,414 | ||||||||||||||||||
5,553 | Emerging Markets Internet ETF (The) | 211,902 | ||||||||||||||||||
6,657 | Financial Select Sector SPDR Fund | 331,585 | ||||||||||||||||||
19,432 | Invesco RAFI US 1000 ETF | 785,247 | ||||||||||||||||||
6,378 | iShares MSCI EAFE Small-Cap ETF | 405,194 | ||||||||||||||||||
7,102 | iShares MSCI EAFE Value ETF | 418,592 | ||||||||||||||||||
4,255 | iShares Russell 1000 Value ETF | 800,621 | ||||||||||||||||||
4,192,245 | ||||||||||||||||||||
FIXED INCOME - 8.7% | ||||||||||||||||||||
7,866 | iShares 20+ Year Treasury Bond ETF | 716,042 | ||||||||||||||||||
TOTAL EXCHANGE-TRADED FUNDS (Cost $6,000,668) | 6,228,376 | |||||||||||||||||||
TOTAL INVESTMENTS - 75.3% (Cost $6,000,668) | $ | 6,228,376 | ||||||||||||||||||
CALL OPTIONS WRITTEN - (0.6)% (Premiums received - $74,313) | (48,250 | ) | ||||||||||||||||||
OTHER ASSETS IN EXCESS OF LIABILITIES- 25.3% | 2,092,449 | |||||||||||||||||||
NET ASSETS - 100.0% | $ | 8,272,575 | ||||||||||||||||||
Contracts(b) | Counterparty | Expiration Date |
Exercise Price |
Notional Value |
Fair Value | |||||||||||||||
WRITTEN FUTURE OPTIONS - (0.6)% | ||||||||||||||||||||
CALL OPTIONS WRITTEN- (0.6)% | ||||||||||||||||||||
5 | S&P E-mini 1st Week Future | RJO | 05/02/2025 | $ | 5,825 | $ | 1,413,313 | $ | 11,063 | |||||||||||
5 | S&P E-mini Thursday Weekly Option | RJO | 04/17/2025 | 5,575 | 1,413,313 | 37,187 | ||||||||||||||
TOTAL FUTURE OPTIONS WRITTEN (Premiums received - $74,313) | 48,250 | |||||||||||||||||||
See accompanying notes to financial statements.
1
PLANROCK ALTERNATIVE GROWTH ETF |
SCHEDULE OF INVESTMENTS (Unaudited) (Continued) |
March 31, 2025 |
OPEN FUTURES CONTRACTS | ||||||||||||||||
Value and Unrealized | ||||||||||||||||
Number of | Notional | Appreciation | ||||||||||||||
Contracts | Open Long Futures Contracts | Counterparty | Expiration | Amount(c) | (Depreciation) | |||||||||||
27 | CBOE Volatility Index Future | RJO | 04/17/2025 | $ | 562,775 | $ | 25,018 | |||||||||
22 | CBOE Volatility Index Future | RJO | 09/18/2025 | 454,137 | 6,122 | |||||||||||
10 | CME E-Mini Standard & Poors 500 Index Future | RJO | 06/23/2025 | 2,826,625 | (80,375 | ) | ||||||||||
23 | Micro E-mini Dow Jones Industrial Average Index Future | RJO | 06/23/2025 | 485,979 | 4,761 | |||||||||||
TOTAL LONG FUTURES CONTRACTS | $ | (44,474 | ) | |||||||||||||
OPEN FUTURES CONTRACTS | ||||||||||||||||
Value and Unrealized | ||||||||||||||||
Number of | Notional | Appreciation | ||||||||||||||
Contracts | Open Short Futures Contracts | Counterparty | Expiration | Amount(c) | (Depreciation) | |||||||||||
13 | CBOE Volatility Index Future | RJO | 05/22/2025 | $ | 266,334 | $ | (7,147 | ) | ||||||||
20 | CBOE Volatility Index Future | RJO | 07/17/2025 | 412,034 | (7,466 | ) | ||||||||||
4 | CBOE Volatility Index Future | RJO | 10/23/2025 | 82,532 | (1,551 | ) | ||||||||||
7 | CBOT US Treasury Bond Future | RJO | 06/19/2025 | 820,969 | (9,625 | ) | ||||||||||
15 | CME Australian Dollar Currency Future | RJO | 06/17/2025 | 938,025 | 8,655 | |||||||||||
16 | CME British Pound Currency Future | RJO | 06/17/2025 | 1,291,100 | 5,625 | |||||||||||
16 | CME Canadian Dollar Currency Future | RJO | 06/18/2025 | 1,117,280 | (1,152 | ) | ||||||||||
8 | CME Euro Foreign Exchange Currency Future | RJO | 06/17/2025 | 1,086,200 | 12,680 | |||||||||||
8 | Micro E-mini Nasdaq-100 Future | RJO | 06/23/2025 | 311,032 | (2,060 | ) | ||||||||||
33 | Micro E-mini Russell 2000 Future | RJO | 06/23/2025 | 334,472 | 5,598 | |||||||||||
14 | Micro E-mini S&P 500 Future | RJO | 06/23/2025 | 395,728 | (4,534 | ) | ||||||||||
29 | Three-Month SOFR Future | RJO | 06/16/2026 | 6,995,887 | (7,250 | ) | ||||||||||
TOTAL SHORT FUTURES CONTRACTS | $ | (8,227 | ) | |||||||||||||
TOTAL FUTURES CONTRACTS | $ | (52,701 | ) | |||||||||||||
CBOE | - Chicago Board Options Exchange |
CBOT | - Chicago Board of Trade |
CME | - Chicago Mercantile Exchange |
EAFE | - Europe, Australasia and Far East |
ETF | - Exchange-Traded Fund |
MSCI | - Morgan Stanley Capital International |
SOFR | - Secured Overnight Financing Rate |
SPDR | - Standard & Poors Depositary Receipt |
RJO | - R.J. OBrien & Associates, LLC |
(a) | Non-income producing security. |
(b) | Each contract is equivalent to one futures contract. |
(c) | The amounts shown are the underlying reference notional amounts to stock exchange indices and equities upon which the fair value of the futures contracts held by the Fund are based. Notional values do not represent the current fair value of, and are not necessarily indicative of the future cash flows of the Funds futures contracts. Further, the underlying price changes in relation to the variables specified by the notional values affects the fair value of these derivative financial instruments. The notional values as set forth within this schedule do not purport to represent economic value at risk to the Fund. |
See accompanying notes to financial statements.
2
PLANROCK ALTERNATIVE GROWTH ETF |
STATEMENT OF ASSETS AND LIABILITIES (Unaudited) |
March 31, 2025 |
ASSETS | ||||
Investment securities: | ||||
Investments, At cost | $ | 6,000,668 | ||
Investments, At value | $ | 6,228,376 | ||
Cash | 1,225,240 | |||
Cash at broker for futures | 979,168 | |||
Due from Adviser | 9,785 | |||
Unrealized appreciation on futures contracts | 68,459 | |||
Receivable for investments sold | 7,125 | |||
TOTAL ASSETS | 8,518,153 | |||
LIABILITIES | ||||
Options written, at value | ||||
(Premiums received - $74,313) | 48,250 | |||
Payable for investments purchased | 23,125 | |||
Unrealized depreciation on futures contracts | 121,160 | |||
Payable to related parties | 4,556 | |||
Accrued expenses and other liabilities | 48,487 | |||
TOTAL LIABILITIES | 245,578 | |||
NET ASSETS | $ | 8,272,575 | ||
Net Assets Consist Of: | ||||
Paid in capital | $ | 8,759,317 | ||
Accumulated deficit | (486,742 | ) | ||
NET ASSETS | $ | 8,272,575 | ||
Net Asset Value Per Share: | ||||
Net Assets | $ | 8,272,575 | ||
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized) | 270,000 | |||
Net asset value, offering and redemption price per share (Net Assets ÷ Shares Outstanding) | $ | 30.64 | ||
See accompanying notes to financial statements.
3
PLANROCK ALTERNATIVE GROWTH ETF |
STATEMENT OF OPERATIONS (Unaudited) |
For the Six Months Ended March 31, 2025 |
INVESTMENT INCOME | ||||
Dividends | $ | 43,346 | ||
Interest | 4,181 | |||
TOTAL INVESTMENT INCOME | 47,527 | |||
EXPENSES | ||||
Investment advisory fees | 52,463 | |||
Administrative services | 32,535 | |||
Professional fees | 12,616 | |||
Audit fees | 11,577 | |||
Transfer agent fees | 8,457 | |||
Legal fees | 8,208 | |||
Trustees fees and expenses | 8,208 | |||
Printing and postage expenses | 6,605 | |||
Custodian fees | 6,591 | |||
Accounting services fees | 6,218 | |||
Insurance expense | 2,316 | |||
Other Expenses | 8,705 | |||
TOTAL EXPENSES | 164,499 | |||
Fees waived/reimbursed by the Adviser | (109,860 | ) | ||
NET EXPENSES | 54,639 | |||
NET INVESTMENT LOSS | (7,112 | ) | ||
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS | ||||
Net realized gain (loss) on: | ||||
In-kind redemptions | 374,144 | |||
Investments | (359,304 | ) | ||
Futures | (634,968 | ) | ||
Future options written | 132,206 | |||
(487,922 | ) | |||
Net change in unrealized depreciation: | ||||
Investments | (128,063 | ) | ||
Futures | (194,423 | ) | ||
Future options written | (23,312 | ) | ||
(345,798 | ) | |||
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS | (833,720 | ) | ||
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | (840,832 | ) | |
See accompanying notes to financial statements.
4
PLANROCK ALTERNATIVE GROWTH ETF |
STATEMENTS OF CHANGES IN NET ASSETS |
Six Months Ended | ||||||||
March 31, 2025 | Period Ended | |||||||
(Unaudited) | September 30, 2024 (a) | |||||||
FROM OPERATIONS | ||||||||
Net investment loss | $ | (7,112 | ) | $ | (1,378 | ) | ||
Net realized gain (loss) on investments, futures, future options purchased & future options written | (487,922 | ) | 239,693 | |||||
Net change in unrealized appreciation (depreciation) on investments, futures & future options written | (345,798 | ) | 546,868 | |||||
Net increase (decrease) in net assets resulting from operations | (840,832 | ) | 785,183 | |||||
DISTRIBUTIONS TO SHAREHOLDERS | ||||||||
Total distributions paid | (89,600 | ) | — | |||||
Decrease in net assets resulting from distributions to shareholders | (89,600 | ) | — | |||||
FROM SHARES OF BENEFICIAL INTEREST | ||||||||
Proceeds from shares sold | 5,802,052 | 11,882,126 | ||||||
Cost of shares redeemed | (5,103,803 | ) | (4,162,551 | ) | ||||
Net increase in net assets resulting from shares of beneficial interest | 698,249 | 7,719,575 | ||||||
TOTAL INCREASE (DECREASE) IN NET ASSETS | (232,183 | ) | 8,504,758 | |||||
NET ASSETS | ||||||||
Beginning of Period | 8,504,758 | — | ||||||
End of Period | $ | 8,272,575 | $ | 8,504,758 | ||||
SHARE ACTIVITY | ||||||||
Shares Sold | 170,000 | 375,000 | ||||||
Shares Redeemed | (150,000 | ) | (125,000 | ) | ||||
Net increase in shares of beneficial interest outstanding | 20,000 | 250,000 | ||||||
(a) | The Fund commenced operations on December 18, 2023. |
See accompanying notes to financial statements.
5
PLANROCK ALTERNATIVE GROWTH ETF |
FINANCIAL HIGHLIGHTS |
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Period |
Six Months Ended | ||||||||
March 31, 2025 | Period Ended | |||||||
(Unaudited) | September 30, 2024 (1) | |||||||
Net asset value, beginning of period | $ | 34.02 | $ | 30.00 | ||||
Activity from investment operations: | ||||||||
Net investment loss (2,7) | (0.03 | ) | (0.01 | ) | ||||
Net realized and unrealized gain(loss) on investments | (3.03 | ) | 4.03 | |||||
Total from investment operations | (3.06 | ) | 4.02 | |||||
Less distributions from: | ||||||||
Net realized gains | (0.32 | ) | — | |||||
Total distributions | (0.32 | ) | — | |||||
Net asset value, end of period | $ | 30.64 | $ | 34.02 | ||||
Market price, end of period | $ | 30.68 | $ | 34.09 | ||||
Total return (3) | (9.05 | )% (4) | 13.40 | % (4) | ||||
Market price total return | (9.12 | )% (4) | 13.63 | % (4) | ||||
Net assets, at end of period (000s) | $ | 8,273 | $ | 8,505 | ||||
Ratio of gross expenses to average net assets before waiver (6) | 3.76 | % (5) | 5.03 | % (5) | ||||
Ratio of net expenses to average net assets after waiver (6) | 1.25 | % (5) | 1.25 | % (5) | ||||
Ratio of net investment loss to average net assets (6,7) | (0.16 | )% (5) | (0.03 | )% (5) | ||||
Portfolio Turnover Rate (8) | 146 | % (4) | 170 | % (4) | ||||
(1) | The Fund commenced operations on December 18, 2023. |
(2) | Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period. |
(3) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of the period. Distributions are assumed, for the purpose of this calculation, to be reinvested at the ex-dividend date net asset value per share on their respective payment dates. |
(4) | Not annualized for periods less than one year. |
(5) | Annualized for periods less than one year. |
(6) | Does not include the Funds share of the expenses of the underlying investment companies in which the Fund invests. |
(7) | The recognition of investment income by the Fund is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
(8) | Portfolio turnover rate excludes portfolio securities received or delivered as a result of processing capital share transactions in Creation/Redemption Units. |
See accompanying notes to financial statements.
6
PLANROCK ALTERNATIVE GROWTH ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited) |
March 31, 2025 |
1. | ORGANIZATION |
PlanRock Alternative Growth ETF is a diversified series of shares of beneficial interest of Northern Lights Fund Trust III (the Trust), a Delaware statutory trust organized on December 5, 2011. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund is a fund of funds in that the Fund will generally invest in other investment companies. The investment objective of the Fund is to seek growth of principal.
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
The following is a summary of significant accounting policies followed by the Fund in preparation of their financial statements. These policies are in conformity with generally accepted accounting principles in the United States of America (GAAP). The preparation of financial statements in conformity with GAAP 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 increases and decreases in net assets from operations during the reporting period. 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 Standards Codification Topic 946 Financial Services – Investment Companies, including Accounting Standards Update (ASU) 2013-08.
Securities Valuation – Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the primary exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ at the NASDAQ Official Closing Price (NOCP). In the absence of a sale, such securities shall be valued at the mean between the current bid and ask prices on the day of valuation. Futures and future options are valued at the final settled price or, in the absence of a settled price, at the last sale price on the day of valuation. Debt securities (other than short-term obligations) are valued each day by an independent pricing service approved by the Trusts Board of Trustees (the Board) based on methods that include consideration of: yields or prices of securities of comparable quality, coupon, maturity and type, indications as to values from dealers, and general market conditions or market quotations from a major market maker in the securities. Investments valued in currencies other than the U.S. dollar are converted to U.S. dollars using exchange rates obtained from pricing services. The independent pricing service does not distinguish between smaller-sized bond positions known as odd lots and larger institutional-sized bond positions known as round lots. The Fund may fair value a particular bond if the advisor does not believe that the round lot value provided by the independent pricing service reflects fair value of the Funds holding. Short-term debt obligations having 60 days or less remaining until maturity, at time of purchase, may be valued at amortized cost, which approximates fair value. Investments in open-end investment companies are valued at net asset value.
Valuation of Underlying Funds – The Fund may invest in portfolios of open-end or closed-end investment companies (the underlying funds). Underlying open-end investment companies are valued at their respective net asset values as reported by such investment companies. 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 by the methods established by the boards of the underlying funds. 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 may hold investments, 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 investments will be valued using the fair value procedures approved by the Board. The Board has delegated execution of these procedures to the advisor as its valuation designee (the Valuation Designee). The Board 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 the Valuation Designee in determining a security-specific fair value. The Board is responsible for reviewing and approving fair value methodologies utilized by the Valuation Designee, which approval shall be based upon whether the Valuation Designee followed the valuation procedures established by the Board.
Operating Segments – The Fund has adopted Financial Accounting Standards Board (FASB) Accounting Standards Update 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (ASU 2023-07). Adoption of the standard impacted financial statement disclosures only and did not affect the Funds financial position or the results of its operations. An operating segment is defined in Topic 280 as a component of a public entity that engages in business activities from which it may
7
PLANROCK ALTERNATIVE GROWTH ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued) |
March 31, 2025 |
recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entitys chief operating decision maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The CODM is comprised of the portfolio manager and Chief Financial Officer of the Fund. The Fund operates as a single operating segment. The Funds income, expenses, assets, changes in net assets resulting from operations and performance are regularly monitored and assessed as a whole by the CODM responsible for oversight functions of the Fund, using the information presented in the financial statements and financial highlights.
Fair Valuation Process – Applicable investments are valued by the Valuation Designee pursuant to valuation procedures established by the Board. 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 and temporary lapse in the provision of a price by the regular pricing source); (ii) securities for which, in the judgment of the Valuation Designee, the prices or values available do not represent the fair value of the instrument; factors which may cause the Valuation Designee to make such a judgment include, but are not limited to, the following: only a bid price or an asked 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; and (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 Funds 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 investments, such as private investments or non-traded securities are valued 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 a current bid from such independent dealers or other independent parties is unavailable, the Valuation Designee 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 Funds 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.
The Fund utilizes various methods to measure the fair value of all of their 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 on 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 Funds 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.
8
PLANROCK ALTERNATIVE GROWTH ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued) |
March 31, 2025 |
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 March 31, 2025 for the Funds investments measured at fair value:
Assets * | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Exchange Traded Funds | $ | 6,228,376 | $ | — | $ | — | $ | 6,228,376 | ||||||||
Total | $ | 6,228,376 | $ | — | $ | — | $ | 6,228,376 | ||||||||
Liabilities * | ||||||||||||||||
Call Options Written | $ | 48,250 | $ | — | $ | — | $ | 48,250 | ||||||||
Open Long Futures Contracts | 44,474 | — | — | 44,474 | ||||||||||||
Open Short Futures Contracts | 8,227 | — | — | 8,227 | ||||||||||||
Total | $ | 100,951 | $ | — | $ | — | $ | 100,951 |
The Fund did not hold any Level 2 or Level 3 securities during the period.
* | Please refer to the Schedule of Investments for industry classifications. |
Security Transactions and Investment Income – Investment security transactions are accounted for on a trade date basis. Cost is determined and gains and losses are based upon the specific identification method for both financial statement and federal income tax purposes. Dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis. Purchase discounts and premiums on securities are accreted and amortized over the life of the respective securities.
Exchange Traded Funds – The Fund may invest in exchange traded funds (ETFs). ETFs are a type of fund bought and sold on a securities exchange. An ETF trades like common stock and represents a portfolio of securities. The Fund may purchase an ETF to gain exposure to a portion of the U.S. or a foreign market. 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.
Foreign Currency Translations – The accounting records of the Fund is maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency, and income receipts and expense payments are translated into U.S. dollars using the prevailing exchange rate at the London market close. Purchases and sales of securities are translated into U.S. dollars at the contractual currency rates established at the approximate time of the trade.
Futures Contracts – The Fund is subject to currency price risk, equity price risk and interest rate risk in the normal course of pursuing their investment objectives. The Fund may purchase or sell futures contracts to hedge against market risk and to reduce return volatility. During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by marking to market on a daily basis to reflect the market value of the contracts at the end of each days trading. When the contracts are closed, the Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Funds basis in the contract. If the Fund was unable to liquidate a futures contract and/or enter into an offsetting closing transaction, the Fund would continue to be subject to market risk with respect to the value of the contracts and continue to be required to maintain the margin deposits on the futures contracts. Risks may exceed amounts recognized in the Statement of Assets and Liabilities. With futures, there is minimal counterparty credit risk to the Fund since futures are exchange traded and the exchanges clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default.
Option Transactions – The Fund is subject to equity price risk in the normal course of pursuing their investment objectives and the Fund may purchase or sell options to help hedge against risk. When the Fund writes a call option, an amount equal to the premium received is included in the Statement of Assets and Liabilities 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, retains the market risk of an unfavorable change in the price of the security underlying the written option.
The Fund may purchase put and call options. Put options are purchased to hedge against a decline in the value of securities held in the Funds 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
9
PLANROCK ALTERNATIVE GROWTH ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued) |
March 31, 2025 |
sufficiently, the option may expire worthless to the Fund. In addition, in the event that the price of the security in connection with which 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 exchanges clearinghouse, as counterparty to all exchange traded options, guarantees against a possible default.
Market Risk – Overall market risks may also affect the value of the Fund. The market values of securities or other investments owned by the Fund will go up or down, sometimes rapidly or unpredictably. Factors such as economic growth and market conditions, interest rate levels, exchange rates and political events affect the securities markets. Changes in market conditions and interest rates generally do not have the same impact on all types of securities and instruments. Unexpected local, regional or global events and their aftermath, such as war; acts of terrorism; financial, political or social disruptions; natural, environmental or man-made disasters; the spread of infectious illnesses or other public health issues; tariffs and trade wars, climate change and climate-related events; recessions and depressions; or other tragedies, catastrophes and events could have a significant impact on the Fund and its investments and could result in increased premiums or discounts to the Funds net asset value, and may impair market liquidity, thereby increasing liquidity risk. Such events can cause investor fear and panic, which can adversely affect the economies of many companies, sectors, nations, regions and the market in general, in ways that cannot necessarily be foreseen. The Fund could lose money over short periods due to short-term market movements and over longer periods during more prolonged market downturns. During a general market downturn, multiple asset classes may be negatively affected.
Distributions to Shareholders – Distributions from net investment income, if any, are declared and paid at least annually and are recorded on the ex-dividend date. The Fund will declare and pay net realized capital gains, if any, annually. The character of income and gains to be distributed is 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 classification.
Federal Income Taxes – It is the Funds policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of their taxable income to their shareholders. Therefore, no provision for federal income tax is required. 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 Funds tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns or expected to be taken in the Funds September 30, 2025 year-end tax returns.
The Fund identifies its major tax jurisdictions as U.S. federal, Ohio, 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. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations. During the period, the Fund did not incur any interest or penalties.
Expenses – Expenses of the Trust that are directly identifiable to a specific fund are charged to that fund. Expenses that 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 Funds 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 Fund expects the risk of loss due to these warranties and indemnities to be remote.
10
PLANROCK ALTERNATIVE GROWTH ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued) |
March 31, 2025 |
3. | INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES |
PlanRock Investment Management, LLC (the Advisor) serves as investment advisor to the Fund. Subject to the oversight of the Board, the Advisor is responsible for the management of the Funds investment portfolio. Pursuant to an advisory agreement with the Trust, on behalf of the Fund, the Advisor 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 at an annual rate of 1.20% of the Funds average daily net assets.
For the six months ended March 31, 2025, the Advisor earned advisory fees as follows:
Advisory Fee | ||
$ | 52,463 | |
Pursuant to a written agreement (the Waiver Agreement), the Advisor has contractually agreed to waive its fees and reimburse expenses of the Fund, until at least February 1, 2026 to ensure that total annual fund operating expenses after fee waiver and/or reimbursement (excluding (i) any front-end or contingent deferred loads; (ii) brokerage fees and commissions; (iii) acquired fund fees and expenses; (iv) fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses); (v) borrowing costs (such as interest and dividend expense on securities sold short); (vi) taxes; and (vii) 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 1.25% of the Funds net assets. This fee waiver and expense reimbursement are subject to possible recoupment from the Fund within the three years after the fees have been waived or reimbursed, if such recoupment can be achieved within the lesser of the foregoing expense limits in place at the time of recapture. The Waiver Agreement may be terminated by the Board only on 60 days written notice to the Advisor.
During the six months ended March 31, 2025, the Advisor waived/reimbursed advisory fees pursuant to the Waiver Agreements as follows:
Advisory Fee Waiver | ||
$ | 109,860 | |
As of March 31, 2025, the Advisor may recapture all or a portion of the waived fees no later than the dates stated below.
September 30, 2027 | ||
$ | 178,981 | |
Distributor – The distributor of the Fund is Northern Lights Distributors, LLC (the Distributor). The Fund has adopted a distribution and service plan (Plan) pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund is authorized to pay distribution fees to the Distributor and other firms that provide distribution and shareholder services (Service Providers). If a Service Provider provides these services, the Fund may pay fees at an annual rate not to exceed 0.25% of average daily net assets, pursuant to Rule 12b-1 under the 1940 Act. No distribution or service fees are currently paid by the Fund, and there are no current plans to impose these fees. In the event Rule 12b-1 fees were charged, over time they would increase the cost of an investment in the Fund.
In addition, certain affiliates of the Distributor provide services to the Fund as follows:
Ultimus Fund Solutions, LLC (UFS) – UFS, an affiliate of the Distributor, provides administration and fund accounting services to the Trust. Pursuant to separate servicing agreements with UFS, the Fund pays UFS customary fees for providing administration and fund accounting services to the Fund. Certain officers of the Trust are also officers of UFS, and are not paid any fees directly by the Fund for serving in such capacities.
Northern Lights Compliance Services, LLC (NLCS) – an affiliate of UFS 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.
11
PLANROCK ALTERNATIVE GROWTH ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued) |
March 31, 2025 |
Blu Giant, LLC (Blu Giant) – an affiliate of UFS 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, Blu Giant receives customary fees from the Fund.
4. | INVESTMENT TRANSACTIONS |
For the six months ended March 31, 2025, cost of purchases and proceeds from sales of portfolio securities (excluding in-kind transactions and short-term investments) for the Fund was as follows:
Purchases | Sales | |||||
$ | 9,811,617 | $ | 9,572,929 | |||
For the six months ended March 31, 2025, cost of purchases and proceeds from sales of portfolio securities for in-kind transactions for the Fund was as follows:
Purchases | Sales | |||||
$ | 4,369,804 | $ | 4,524,820 | |||
5. | DERIVATIVE TRANSACTIONS |
The following is a summary of the effect of derivative instruments on the Funds Statement of Assets and Liabilities as of March 31, 2025.
Contract Type/Primary Risk Exposure | Statements of Assets and Liabilities | Value | ||||
Equity Contracts/Equity Price Risk | Options written, at value | 48,250 | ||||
Currency Contracts/Currency Price Risk | Unrealized appreciation/depreciation on futures contracts | 25,808 | ||||
Equity Contracts/Equity Price Risk | Unrealized appreciation/depreciation on futures contracts | (61,634 | ) | |||
Interest Rate Contracts/Interest Rate Risk | Unrealized appreciation/depreciation on futures contracts | (16,875 | ) | |||
(52,701 | ) | |||||
The following is a summary of the effect of derivative instruments on the Funds Statement of Operations for the six months ended March 31, 2025.
Change in Unrealized | ||||||||
Contract type/ | Realized Loss | Depreciation | ||||||
Primary Risk Exposure | On Futures Contracts | On Futures Contracts | ||||||
Currency Contracts/Currency Price Risk | $ | (49,443 | ) | $ | (57,227 | ) | ||
Equity Contracts/Equity Price Risk | (435,386 | ) | (110,423 | ) | ||||
Interest Rate Contracts/Interest Rate Risk | (150,139 | ) | (26,773 | ) | ||||
$ | (634,968 | ) | $ | (194,423 | ) | |||
Change in Unrealized | ||||||||
Contract type/ | Realized Gain | Depreciation | ||||||
Primary Risk Exposure | On Future Options Written | Future Options Written | ||||||
Equity Contracts/Equity Price Risk | $ | 132,206 | $ | (23,312 | ) | |||
The notional value of the derivative instruments outstanding as of March 31, 2025 as disclosed in the Schedules of Investments and the amounts realized and changes in unrealized gains and losses on derivative instruments during the period as disclosed above and within the Statements of Operations serve as indicators of the volume of derivative activity for the Fund.
12
PLANROCK ALTERNATIVE GROWTH ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued) |
March 31, 2025 |
6. | AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION – TAX BASIS |
The identified cost of investments (including open positions in options) in securities owned by the Fund for federal income tax purposes, and its respective gross unrealized appreciation and depreciation at March 31, 2025, were as follows:
Gross | Gross | Net Unrealized | ||||||||||||
Tax | Unrealized | Unrealized | Appreciation | |||||||||||
Cost | Appreciation | Depreciation | (Depreciation) | |||||||||||
$ | 5,926,407 | $ | 355,774 | $ | (154,756 | ) | $ | 201,018 | ||||||
7. | DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL |
The tax character of fund distributions paid for the period ended September 30, 2024 was as follows:
For the year ended September 30, 2024: | ||||||||||||||||||
Ordinary | Long-Term | Return | Tax-Exempt | |||||||||||||||
Income | Capital Gains | of Capital | Income | Total | ||||||||||||||
$ | — | $ | — | $ | — | $ | — | $ | — | |||||||||
As of September 30, 2024, 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 | Capital Gains | Late Year Loss | Forwards | Differences | (Depreciation) | Earnings/(Deficits) | ||||||||||||||||||||
$ | — | $ | 89,349 | $ | (1,378 | ) | $ | — | $ | — | 355,719 | $ | 443,690 | |||||||||||||
The difference between book basis and tax basis undistributed net investment income (losses), accumulated net realized gains (losses), and unrealized appreciation (depreciation) from investments is primarily attributable to the tax deferral of losses on wash sales, and mark-to-market on open futures and options.
Late year losses incurred after December 31 within the fiscal year are deemed to arise on the first business day of the following fiscal year for tax purposes. The Fund incurred and elected to defer such late year losses of $1,378.
Permanent book and tax differences, primarily attributable to realized gain (loss) on in-kind redemptions, resulted in reclassifications for the tax year ended September 30, 2024, as follows:
Paid | ||||||
In | Accumulated | |||||
Capital | Earnings (Losses) | |||||
$ | 341,493 | $ | (341,493 | ) |
13
PLANROCK ALTERNATIVE GROWTH ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued) |
March 31, 2025 |
8. | CAPITAL SHARE TRANSACTIONS |
Shares are not individually redeemable and may be redeemed by the Fund at net asset value only in large blocks known as Creation Units. Shares are created and redeemed by the Fund only in Creation Unit size aggregations of 10,000 shares. Only Authorized Participants are permitted to purchase or redeem Creation Units from the Fund. An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Such transactions are generally permitted on an in-kind basis, with a balancing cash component to equate the transaction to the net asset value per share of the relevant Fund on the transaction date. Cash may be substituted equivalent to the value of certain securities generally when they are not available in sufficient quantity for delivery, not eligible for trading by the Authorized Participant or as a result of other market circumstances. In addition, the Fund may impose transaction fees on purchases and redemptions of Fund shares to cover the custodial and other costs incurred by the Fund in effecting trades. A fixed fee payable to the custodian may be imposed on each creation and redemption transaction regardless of the number of Creation Units involved in the transaction (Fixed Fee). Purchases and redemptions of Creation Units for cash or involving cash-in-lieu are required to pay an additional variable charge to compensate the Fund and its ongoing shareholders for brokerage and market impact expenses relating to Creation Unit transactions (Variable Charge, and together with the Fixed Fee, the Transaction Fees).
The Transaction Fees for the Fund is listed in the table below:
Fixed Fee | Variable Charge |
$250 | 2.00%* |
* | As a percentage of the amount invested. |
For the six months ended March 31, 2025, the fixed and variable fees were as follows:
Fixed Fees | Variable Fees | |||||
$ | 1,750 | $ | — | |||
9. | SUBSEQUENT EVENTS |
Subsequent events after the date of the Statements of Assets and Liabilities have been evaluated through the date the financial statements were issued. Management has determined that no events or transactions occurred requiring adjustment or disclosure in the financial statements.
14
PLANROCK ALTERNATIVE GROWTH ETF |
ADDITIONAL INFORMATION (Unaudited) |
March 31, 2025 |
Changes in and Disagreements with Accountants
There were no changes in or disagreements with accountants during the period covered by this report.
Proxy Disclosures
Not applicable.
Remuneration Paid to Directors, Officers and Others
Refer to the financial statements included herein.
Statement Regarding Basis for Approval of Investment Advisory Agreement
Not applicable.
15
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
Not applicable
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
Not applicable
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
Not applicable.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Not applicable
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable
Item 15. Submission of Matters to a Vote of Security Holders.
None
Item 16. Controls and Procedures
(a) The registrants Principal Executive Officer and Principal Financial Officer have concluded that the registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act) are effective in design and operation and are sufficient to form the basis of the certifications required by Rule 30a-(2) under the Act, based on their evaluation of these disclosure controls and procedures as of a date within 90 days of this report on Form N-CSR.
(b) There were no changes in the registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrants internal control over financial reporting.
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable
Item 18. Recovery of Erroneously Awarded Compensation.
(a) Not applicable
(b) Not applicable
Item 19. Exhibits.
(a)(1) Not applicable.
(a)(2) Not applicable.
(a)(3) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)): Attached hereto.
(a)(4) Not applicable
(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)): Attached hereto
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.
Northern Lights Fund Trust III
By /s/ Brian Curley | |
Brian Curley | |
Principal Executive Officer | |
Date: 6/3/2025 |
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 /s/ Brian Curley | |
Brian Curley | |
Principal Executive Officer | |
Date: 6/3/2025 |
By /s/ Richard Gleason | |
Richard Gleason | |
Principal Financial Officer | |
Date: 6/3/2025 |