Pursuant to the Advisory Agreements, from this advisory fee, the adviser pays all of the Fund’s operating expenses, excluding brokerage fees and commissions, indirect costs of investing in other investment companies, taxes, borrowing costs (such as (a) interest and other(b) dividend expenses on securities limited in respect of any one issuersold short), and such extraordinary or non-recurring expenses as may arise, including litigation to an amount not greater than (a) five percentwhich the Fund may be a party and indemnification of the total value ofTrust’s Trustees and officers with respect thereto. The Fund will also pay expenses authorized pursuant to Rule 12b-1 under the fund and (b) 10 percent of the outstanding voting securities of such issuer. By contrast, a “non-diversified company” refers to funds that1940 Act which are not “diversified companies.”expected to change.

Historically,

The New Advisory Agreement, like the Fund identified itself in its registration statement as a diversified company. The TrustPrevious Advisory Agreement, will automatically terminate on assignment and is seeking shareholder approvalterminable on 60 days’ notice by the Board. In addition, like the Previous Advisory Agreement, the New Advisory Agreement may be terminated by the adviser on 60 days’ notice to change the Fund’s diversification policy from “diversified” to “non-diversified”. The Fund’s adviser and the Board believeBoard. Both Advisory Agreements provide that the change to the diversification policy is in the best interests of shareholders because it would facilitate the transition to the Fund’s new investment strategy.

As a non-diversified company, the Fund willadviser shall not be subject to any liability in connection with the constraintsperformance of a diversified company. This means, for example,its services thereunder in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties.

At the Board Meeting, the Board noted the similarities between the Advisory Agreements and the investment process. The Board discussed that the Fund willadvisory fee under the New Advisory Agreement would be able to invest more of its assets in positions of more the same as the advisory fee under the Previous Advisory Agreement. The Board considered that, other

than 5% of its total assets in the securities of one or more issuers or hold more than 10%name of the outstanding voting securitiesadviser, effective dates and termination dates, the terms of an issuer. Because a relatively high percentage of a non-diversified fund’s assets may be invested in the securities of a limited number of companies inAdvisory Agreements were substantially the same. The Board also considered that the investment strategy, investment objective and investment restrictions would also remain the same or related economic sectors,under the Fund’s portfolio may be more susceptible to any single economic, business, political or regulatory occurrence thanNew Advisory Agreement. Therefore, after review of the value of shares of a diversified fund.

This diversification policy change was approvedfactors required in approving an investment adviser, which are described below in “Evaluation by the Board on June 17, 2021, subjectof Trustees”, the Board determined to approve Dakota Wealth as an investment adviser to the Fund.

Subject to shareholder approval, the Trust will enter into the New Advisory Agreement with Dakota Wealth. The New Advisory Agreement will continue in effect for an initial period of two years from the date it is approved by shareholdersshareholders.

Each of the Fund representingAdvisory Agreements provides that it will continue in effect from year to year after its current period ends, but only so long as its continuance is approved at least annually by (i) the Board or (ii) a vote of a majority of the outstanding voting securities of the Fund, provided that in either event its continuance is also approved by a majority of the independent Trustees of the Board pursuant to the requirements of the 1940 Act or the rules, guidance or exemptive relief thereunder.

If the New Advisory Agreement with Dakota Wealth is not approved by shareholders, the Interim Advisory Agreement with Dakota Wealth will continue until its expiration while the Board and Dakota Wealth consider other options, including a new or modified request for shareholder approval of a new investment advisory agreement.

The description in this Proxy Statement of the New Advisory Agreement is only a summary. The New Advisory Agreement is attached as Exhibit A. You should read the New Advisory Agreement.

Information Concerning Dakota Wealth

Dakota Wealth is a Florida limited liability company with its principal office located at 11376 N. Jog Road, Suite 1010, Palm Beach Gardens, FL 33418-1752. The names, addresses and principal occupations of the principal executive officers of Dakota Wealth as of the date of this Proxy Statement are set forth below:

*Each officer’s address is in care of Dakota Wealth, LLC, 11376 N. Jog Road, Suite 1010, Palm Beach Gardens, FL 33418-1752.

Section 15(f) of the 1940 Act

The parties to the Transaction intend to rely on Section 15(f) of the 1940 Act, which provides a non-exclusive safe harbor whereby an owner of an investment adviser to an investment company may receive payment or benefit in connection with the sale of an interest in the investment adviser if two conditions are satisfied. The first condition is that during the three-year period following the Transaction, at least 75% of the investment company’s board must not be “interested persons” (as defined in the 1940 Act) of the

investment adviser or its predecessor. The Board currently meets this requirement as all of the Trustees are independent and will continue to do so for the periods required. Second, no “unfair burden” can be imposed on the investment company as a result of the Transaction. An “unfair burden” includes: any arrangement during the two-year period after the Transaction where the investment adviser (or predecessor or successor adviser), or any of its “interested persons” (as defined in the 1940 Act), receives or is entitled to receive any compensation, directly or indirectly, (i) from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company), or (ii) from the investment company or its shareholders (other than fees for bona fide investment advisory or other services). The Board determined that there was no “unfair burden” imposed as a result of the Transaction, and the Trust will ensure that this condition will continue to be satisfied for the required time period.

Evaluation by the Board of Trustees

At the Board Meeting, the Board considered the approval of the Interim Advisory Agreement and New Advisory Agreement with Dakota Wealth. The Board relied on the advice of independent legal counsel and its own business judgment in determining the material factors to be considered in evaluating the Interim Advisory Agreement and the New Advisory Agreement and the weight to be given to each factor. The conclusions reached by the Board were based on an evaluation of all of the information provided and were not the result of any single factor. Moreover, each Board member may have afforded different weight to the various factors in reaching conclusions with respect to the Interim Advisory Agreement and the New Advisory Agreement.

Nature, Extent and Quality of Service. The Board discussed that Dakota Wealth was founded in 2018 as the culmination of several wealth management firms, the oldest of which began in 1986. The Board noted that after the anticipated acquisition, Dakota Wealth would manage over $1.6 billion in assets and provide investment management, estate planning and tax services while creating customized portfolios for its clients. The Board noted its familiarity and experience with the key investment personnel that would be responsible for managing Persimmon and recalled their experience and backgrounds. The Board observed that Dakota Wealth would add a co-Chief Compliance Officer to assist the current Chief Compliance Officer. The Board discussed that the Fund’s investment objective and strategies would remain unchanged and that Dakota Wealth would continue the same investment processes as the existing adviser. The Board remarked that Dakota Wealth would continue monitoring compliance with the Fund’s investment limitations by reviewing portfolio reports and utilizing pre- and post-trade checklists. The Board mentioned that Dakota Wealth would continue selecting broker-dealers that meet its best execution criteria for providing quality service at a reasonable fee and with reduced transaction and margin borrowing costs. The Board recognized that Dakota Wealth reported no material compliance or litigation matters in the past 36 months. The Board discussed that the acquisition of the Fund’s current adviser by Dakota Wealth was part of a long-term succession plan that could benefit shareholders due to Dakota Wealth’s strong financial position and available resources to service and grow the Fund’s assets. The Board concluded that it could expect Dakota Wealth to provide a high level of quality service to the Fund for the benefit of the Fund’s shareholders.

Performance. The Board noted that Fund changed investment strategies in December 2019 and, for that reason, focused on the Fund’s performance for the 1-year period. The Board noted that the Fund’s performance slightly trailed its Morningstar category but was on par with its peer group. The Board noted that the Fund’s performance had significantly improved on an absolute and relative basis over the 1-year period compared to the 3-year, 5-year and since inception periods. The Board noted that the investment team currently managing the Fund would continue managing the Fund at Dakota Wealth. The Board determined that Dakota Wealth should be permitted to manage the Fund over a full-market cycle.

Fees and Expenses. The Board remarked that the advisory fee for the Fund was slightly higher than the averages and medians of its Morningstar category and peer group but well below the highs of each. The Board noted that the Fund’s net expense ratio was the high of its Morningstar category and peer group. The Board discussed that the advisory fee for the Fund was reduced from 1.75% to 1.25% in December 2020 and that the reduction in advisory fee was not fully reflected in its annualized net expense ratio. The Board observed that Dakota Wealth proposed no changes to the Fund’s current advisory fee or expense limitations. The Board determined that Dakota Wealth’s advisory fee for the Fund would not be unreasonable.

Economies of Scale. The Board discussed the size of the Fund and its prospects for growth, concluding the Fund had not achieved meaningful economies necessitating the establishment of breakpoints. The Board noted Dakota Wealth was willing to discuss the implementation of breakpoints as the assets of the Fund grew and Dakota Wealth achieved material economies of scale related to its management of the Fund. The Board agreed to monitor and revisit this issue at the appropriate time.

Profitability. The Board reviewed the profitability analysis provided by Dakota Wealth and noted that Dakota Wealth anticipated realizing a reasonable profit during the first two years of the advisory agreement. The Board concluded that excessive profitability was not an issue for Dakota Wealth.

Conclusion. Having requested and received such information from Dakota Wealth as the Board believed to be reasonably necessary to evaluate the terms of the Interim Advisory Agreement and New Advisory Agreement, and as assisted by the advice of independent counsel, the Board concluded that the proposed advisory fee was not unreasonable and that approval of the Interim Advisory Agreement and New Advisory Agreement was in the best interests of the Trust and the shareholders of the Fund.

The Board of Trustees of the Trust, consisting entirely of Independent Trustees, recommends that shareholders of the Fund vote “FOR” approval of the Non-Diversification Proposal.New Advisory Agreement.

OTHER INFORMATION

The Fund is currently a diversified series of the 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 225 Pictoria Drive,4221 North 203rd Street, Suite 450, Cincinnati, OH 45256.100, Elkhorn, NE 68022. The Board of Trustees supervises the business activities of the Fund. Like other mutual funds, the Fund retains various organizations to perform specialized services. The PortfolioFund retains Pinnacle Family Advisors LLC (the “Adviser”)Dakota Wealth as investment adviser. Northern Lights Distributors, LLC, located at 4221 North 203rd Street, Suite 100, Elkhorn, NENebraska 68022, serves as principal underwriter and distributor of the Fund. Gemini Fund Services, LLC, with principal offices located at 4221 North 203rd Street, Suite 100, Elkhorn, NENebraska 68022, provides the Fund 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(s)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 to approvefor approval of the Non-Diversification Proposalproposed New Advisory Agreement 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 [INSERT NUMBER] shares of beneficial interest of the Fund issued and outstanding.

All shareholders of record of the Fund on the Record Date are entitled to vote at the Meeting on the Non-Diversification Proposal.proposal to approve the proposed New Advisory Agreement. 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.

An affirmative vote of the holders of a majority“majority” of the outstanding shares of the Fund is required for the approval of the proposal.proposed New Advisory Agreement. As defined in the 1940 Act, a vote of the holders of a majority of the outstanding shares of the Fund means the vote of (1) 67% or more of the voting shares of the Fund present at the meeting, if the holders of more than 50% of the outstanding shares of the Fund are present in person or represented by proxy, or (2) more than 50% of the outstanding voting shares of the Fund, whichever is less.

Broker non-votes and abstentionsAbstentions will be considered present for purposes of determining the existence of a quorum and the number of shares of the Fund represented at the meeting, but they are not affirmative votes for any proposal.meeting. As a result, with respect to the approval of the Non-Diversification Proposal, non-votes andproposed New Advisory Agreement, abstentions will have the same effect as a vote against the proposal because the required vote is a percentage of the shares present or outstanding. Because broker-dealers (in the absence of specific authorization from their customers) do not have discretionary authority to vote shares held beneficially by their customers on the proposal to approve the New Advisory Agreement, there are unlikely to be any “broker non-votes” at the Meeting. “Broker non-votes” would otherwise have the same effect as abstentions (that is, they would be treated as if they were votes against the proposal). A signed proxy card received from a shareholder that does not specify how the shareholder’s shares should be voted on the proposal will be considered present for purposes of determining the existence of a quorum and the number of shares of the Fund represented at the meeting and will be deemed an instruction to vote such shares in favor of the proposal. An unsigned proxy card will not be considered present for purposes of determining the existence of a quorum and the number of shares of the Fund represented at the meeting, and they will not be considered an affirmative vote for any proposal.

Under the Trust’s Declaration of Trust, a quorum is constituted by the presence or by proxy of 33¹/₃% of the outstanding shares entitled to vote at the Meeting. If a quorum is not present at the Meeting, or a quorum is present at the Meeting but sufficient votes to approve a proposal for the Fund are not received, the secretary of the Meeting or the holders of the majority of the shares of the Fund present at the Meeting in person or by proxy may adjourn the Meeting to permit further solicitation of proxies.

Security Ownership of Management AND Certain Beneficial Owners

As of the Record Date, the following shareholders of record owned 5% or more of the outstanding shares of the Fund:

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

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

SHAREHOLDER PROPOSALS

The Trust has not received any shareholder proposals to be considered for presentation at the Meeting. Under the proxy rules of the United States Securities and Exchange Commission, 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, Esq., Secretary, Northern Lights Fund Trust III, 80 Arkay Drive, Suite 110, Hauppauge, NY 11788.

COST OF SOLICITATION

The Board is making this solicitation of proxies. The Trust has engaged AST Fund Solutions, LLC(“AST”), a proxy solicitation firm, to assist in the solicitation. The estimated fees anticipated to be paid to AST are approximately $3,200. 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 Adviser.Dakota Wealth. 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 Fund of whom they have knowledge, and the AdviserDakota Wealth will reimburse them for their expenses in so doing. Certain officers, employees and agents of the Trust the Adviserand Dakota Wealth may solicit proxies in person or by telephone, facsimile transmission, or mail, for which they will not receive any special compensation.

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 1-888-985-9830,1-800-788-6086, or write the Trust at 225 Pictoria Drive,4221 North 203rd Street, Suite 450, Cincinnati, OH 45256.100, Elkhorn, Nebraska 68022.

A copy of the Fund’s most recent annual report, including financial statements and schedules, is available at no charge by visiting www.persimmonfunds.com, sending a written request to the Fund, 4221 North 203rd Street, Suite 100, Elkhorn, Nebraska 68022 or by calling 1-855-233-8300.

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to be Held on [MEETING DATE][DATE], 2021 

A copy of the Notice of Shareholder Meeting, the Proxy Statement, and Proxy Card are available at www.proxyonline.com/docs/[INSERT].pdf.[INSERT WEBSITE].

BY ORDER OF THE BOARD OF TRUSTEES

Eric Kane, Esq., Secretary

Dated: April [MAILING DATE], 2021

If you have any questions before you vote, please call our proxy information line at [TOLL[INSERT TOLL FREE NUMBER]. 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.

The Proxy Card for your Fund is enclosed along with the Proxy Statement.Exhibit A

VOTING IS QUICK AND EASY. YOUR VOTE IS IMPORTANT NO MATER HOW MANY SHARES YOU OWN.INVESTMENT ADVISORY AGREEMENT

Between

NORTHERN LIGHTS FUND TRUST III

and

DAKOTA WEALTH, LLC

To secure the largest possible representation at the Meeting, please vote via the Internet or by telephone, or mark, sign, and return your Proxy Card. If you sign, date and return the Proxy Card but give no voting instructions, your shares will

[to be voted “FOR” the proposal indicated on the card. You may revoke your proxy at any time at or before the Meeting.inserted]

Please vote your shares by today.

You may vote by:NORTHERN LIGHTS FUND TRUST III

INVESTMENT ADVISORY AGREEMENT

APPENDIX A

FUNDS OF THE TRUST

If we do not hear from you after as reasonable amount of time, you may receive a call from our proxy solicitor, AST Fund Solutions, LLC, reminding you to vote.

THE BOARD OF TRUSTEES OF NORTHERN LIGHTS TRUST FUND III RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.

INSTRUCTIONS FOR SIGNING PROXY CARD(S)

The following general guidelines for signing Proxy Cards may be of assistance to you and will help avoid the time and expense involved in validating your vote if you fail to sign you Proxy Card properly.

1. Individual Accounts: Sign you name exactly as it appears in the registration on the Proxy Card.

2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the Proxy Card.

3. All Other Accounts: The capacity of the individual signing the Proxy Card should be indicated unless it is reflected in the form of registration. For example:

Registration                                                                                       Valid Signature

Corporate Accounts

(1) ABC Corp.                                                                                     ABC Corp.

John Doe, Treasurer

(2) ABC Corp.                                                                                     John Doe, Treasurer

(3) ABC Corp. c/o John Doe, Treasurer                                                 John Doe

(4) ABC Corp. Profit Sharing Plan                                                        John Doe, Trustee

Partnership Accounts

(1) The XYZ Partnership                                                                       Jane B. Smith, Partner

(2) Smith and Jones, Limited Partnership                                                 Jane B. Smith, General Partner

Trust Accounts

(1) ABC Trust Account                                                                         Jane B. Doe, Trustee

(2) Jane B. Doe, Trustee u/t/d 12/18/78                                                  Jane B. Doe

Custodial or Estate Accounts

(1) John B. Smith, Cust. f/b/o                                                                 John B. Smith

John B. Smith, Jr. UGMA/UTMA

(2) Estate of John B. Smith                                                                    John B. Smith, Jr., Executor

Northern Lights Fund Trust III

225 Pictoria Drive, Suite 450

Cincinnati, OH 45256

Pinnacle TrendRating Innovative Equity Fund

SPECIAL MEETING OF SHAREHOLDERS TO BE HELD [MEETING DATE], 2021

The undersigned, revoking previous proxies, if any, with respect to the shares described below, hereby appoints Richard Malinowski and Eric Kane, each an attorney, agent, and proxy of the undersigned, with full power of substitution, to vote at the Special Meeting of Shareholders (the “Meeting”) of Northern Lights Fund Trust III (the “Trust”) to be held at offices of the Trust’s counsel, Thompson Hine LLP, 41 S. High Street, Suite 1700, Columbus, OH 43215 at [MEETING DATE], 2021 at 10:00 a.m. Eastern time, and at any and all adjournments thereof, all shares of beneficial interest of the Pinnacle TrendRating Innovative Equity Fund (the “Fund”), on the proposals set forth below and any other matters properly brought before the Meeting.

THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE SIGNING SHAREHOLDER(S). IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED, THIS PROXY WILL BE VOTED “FOR” THE CHANGE IN THE FUND’S CLASSIFICATION TO A NON-DIVERSIFIED INVESTMENT COMPANY AND, IN THE APPOINTED PROXIES’ DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. The undersigned acknowledges receipt with this Proxy Statement of the Board of Trustees. Your signature(s) on this should be exactly as your name(s) appear on this Proxy. If the shares are held jointly, each holder should sign this Proxy. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing.

_______________________________________ Signature Date

Signature of Joint Shareholder Date

▲ FOLD HERE PLEASE DO NOT TEAR ▲

THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY’S BOARD OF TRUSTEES, AND MAY BE REVOKED PRIOR TO ITS EXERCISE BY FILING WITH THE SECRETARY OF THE COMPANY AN INSTRUMENT REVOKING THIS PROXY OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY APPEARING IN PERSON AND VOTING AT THE MEETING.

TO VOTE, MARK ONE BOX IN BLUE OR BLACK INK. Example: [ ]

A copy of the Proxy Statement is available online at: www.proxyonline.com/docs/[INSERT].pdf

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.