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INVESTMENT MANAGERS SERIES TRUST III

235 W. Galena Street

Milwaukee, Wisconsin 53212

VIA EDGAR

January 30, 2024

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attention: Division of Investment Management

Re: Investment Managers Series Trust III (formerly, FPA Funds Trust) (the “Registrant”)

  Registration Statement on Form N-14 (File No. 333-276290)

Ladies and Gentlemen:

This letter summarizes the comments provided
to me by Mr. Brian Szilagyi of the staff of the Securities and Exchange Commission (the “Staff”) by telephone on January 4,
2024, and by Ms. Lisa Larkin of the staff of the Commission by telephone on January 25, 2024, on the Registrant’s registration
statement filed on Form N-14 (the “Registration Statement”) relating to the proposed reorganization of the FPA Global
Equity ETF (the “Acquired Fund”), a series of Northern Lights Fund Trust III, into the FPA Global Equity ETF (the “Acquiring
Fund”), a series of the Registrant. The Acquired Fund and the Acquiring Fund are referred to herein as the “Funds.”

Responses to all of the comments are included
below and, as appropriate, will be reflected in the proxy statement and prospectus that will be filed via EDGAR on or about January 29,
2024. Capitalized terms not otherwise defined in this letter have the meanings assigned to them in the Registration Statement.

General

 1. The Staff reminds the Registrant that
                                            the company and its management are responsible for the accuracy and adequacy of its disclosures
                                            notwithstanding any review, comments, action or absence of action by the Staff.

Response:
The Registrant acknowledges the Staff’s comment.

 2. Please
                                            confirm in your written response that the comments given on the Registrant’s Registration
                                            Statement on Form N-1A (the “N-1A Registration Statement”) to register the
                                            new shell fund will be incorporated into the Registration Statement, as applicable.

Response:
The Registrant so confirms.

 3. Please confirm in your written response
                                            that the Registrant’s N-1A Registration Statement for the Acquiring Fund will be effective
                                            prior to filing the definitive version of the Registration Statement in order to comply with
                                            the incorporation by reference requirements of Form N-14.

Response:
The Registrant confirms the N-1A Registration Statement for the Acquiring Fund went effective on January 26, 2024.

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Combined Information Statement/Prospectus

 4. Please confirm that the fees shown in
                                            the Fund’s Fees and Expenses Table represent current fees in accordance with Item 3
                                            of Form N-14.

Response:
The fees shown in the Funds’ Fees and Expenses Table are based on the Funds’ expenses as reported in the September 30,
2023, annual shareholder report. Please see Exhibit A attached.

 5. Please confirm in your written response
                                            that the potential recapture of the previously waived expenses is accurately reflected in
                                            the pro forma column.

Response:
The Registrant so confirms.

 6. In your written response, please disclose
                                            the primary drivers for the differences in fees under “Other Expenses” for the
                                            Funds.

Response:
The “Other Expenses” for the Acquiring Fund are expected to be lower than those of the Acquired Fund primarily due to the
Acquiring Fund benefiting from the economies of scale driven by joining the FPA funds family on the Investment Managers Series Trust
III platform.

 7. In the Fees and Expenses Table, the total
                                            annual operating expenses for the Acquired Fund reflects 1.18% before waivers, whereas the
                                            total annual operating expenses for the Acquired Fund in the annual report to shareholders
                                            dated September 30, 2023 reflects 1.17%. Please explain this difference.

Response:
The Registrant has reviewed the total annual operating expenses for the Acquired Fund and has revised it to reflect 1.17%. Please see
Exhibit A attached.

 8. Please move the discussion of the Funds’
                                            principal risks immediately following the synopsis in accordance with Items 3(b) and
                                            3(c) of Form N-14.

Response:
The Registrant has made the requested revision.

 9. Under “Comparison of Principal
                                            Investment Risks” there are a few instances where language appears to be cut off.
                                            Please correct to reflect the full disclosure.

Response:
The Registrant has made the requested revisions.

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 10. In the table shown on page 27 under
                                            the section “Comparison of Investment Advisory Agreements,” please move
                                            the asterisk to the column which states “Amount Subject to Recoupment by Advisor”
                                            and update the amount subject to recoupment by the Advisor for 2022 to reflect $219,057.

Response:
The Registrant has revised the table as follows:

    Advisory

 Fees
                                            Accrued

    Advisory
    Fees

    (Reduced) or

    Reimbursed
    Advisory
    Fees

    Retained by

    Advisor
    Amount

    Subject to

    Recoupment

    by Advisor

    For
    the fiscal year ended September 30, 2023
    $ 226,889
    $ 222,147
    $ 4,742
    $ 222,147 *

    For
    the fiscal year ended September 30, 2022
    $ 86,986
    $ 86,986
    $ 0
    $ 219,057 *

*During the year ended September 30,
2023 and the period ended September 30, 2022, the Advisor reimbursed $0 and $132,071 in expenses, respectively, in addition to the
advisory fees reimbursed in the table above.

 11. Under “Federal Income Tax Consequences”
                                            it states that the Acquiring Fund will succeed to and take into account any capital loss
                                            carryforwards of the Acquired Fund. Please disclose the amounts of any capital loss carryforwards
                                            and the ability to carry forward the losses indefinitely as of the most recently practicable
                                            date.

Response:
The Registrant has added the following disclosure:

At
September 30, 2023, the Acquired Fund had capital loss carryforwards that are not subject to expiration for federal income tax purposes
available to offset future capital gains as follows:

    Short-Term
    Long-Term
    Total

    $ 198,743
    $ —
    $ 198,743

 12. Under “Performance Information”
                                            please state who is the accounting survivor.

Response:
The Registrant has revised the disclosure as follows:

If the Reorganization is approved,
the Acquiring Fund will assume the performance and accounting history of the Acquired Fund.

Appendix B

 13. On page B-9 it states “[d]uring
                                            the period ended September 30, 2023, the Predecessor Fund paid an aggregate percentage
                                            of its average net assets to the Advisor of 0.01% (after fee waivers and reimbursements).”
                                            The Staff believes this should be 0.02% which reflects the gross fee minus the waivers. Please
                                            explain how 0.01% was derived.

Response:
The Registrant believes 0.01% to be correct. As outlined in the table shown on page 27 under the section “Comparison
of Investment Advisory Agreements,” $4,742 in advisory fees were retained by the advisor for the year ended September 30,
2023. Over that same time period the average net assets of the Fund were $32,421,803. $4,742 divided by $32,421,803 is 0.0146%, which
rounds to the 0.01% figure currently stated on page B-9 of the Registration Statement.

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Appendix C

 14. In the Financial Highlights, please
                                            make the following revisions:

 (i) update
                                            the column “Period Ended September 30, 2023” to reflect “Year Ended
                                            September 30, 2023;

    (ii)
    update references to reflect year/period where
    applicable;

    (iii)
    net investment income for the Period Ended September 30,
    2022 should be 0.28;

    (iv)
    place all footnotes in parentheses; and

    (v)
    correct footnote 3 change “investment”
    to “reinvestment.”

Response:
The Registrant has made the requested revisions.

Appendix D

 15. Please change the heading to read “Appendix
                                            D – Supplemental Financial Information.”

Response:
The Registrant has made the requested revision.

* * * * *

The Registrant
believes that it has fully responded to each comment. If, however, you have any further questions or require further clarification of
any response, please contact me at (626) 385-5777. I may also be reached at diane.drake@mfac-ca.com.

Sincerely,

/s/ Diane J. Drake

Diane J. Drake

Secretary

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Exhibit A

The following shows the fees
and expenses for the Acquired Fund based on the Acquired Fund’s assets as of September 30, 2023. Only pro forma information
is provided for the Acquiring Fund because it will not commence operations until the Reorganization is completed. As the Acquiring Fund
has not yet commenced operations as of the date of this Proxy Statement, the Other Expenses shown for the Acquiring Fund are estimates.

    Fees and Expenses

    Annual
                                            Fund Operating Expenses

 (expenses
                                            that you pay each year as a percentage of the value of your investment)

      Acquired

 Fund

    Acquiring

                                            Fund

 (Pro forma)

    Management Fees
      0.70 %
    0.70 %

    Distribution (Rule 12b-1) Fees
      None
    None

    Other Expenses
      0.47 %
    0.40 %1

    Total Annual Fund Operating Expenses
      1.17 %
    1.10 %

    Fee Waiver and Expense
    Reimbursement
      (0.68) %2
    (0.61) %3

    Total Annual
    Fund Operating Expenses
      0.49 %
    0.49 %

 1 “Other
                                            Expenses” for the Acquiring Fund have been estimated for the current fiscal year. Actual
                                            expenses may differ from estimates.

 2 FPA
                                            has contractually agreed to limit Total Annual Fund Operating Expenses (excluding any front-end
                                            or contingent deferred loads, brokerage fees and commissions, acquired fund fees and expenses,
                                            borrowing costs (such as interest and dividend expense on securities sold short), taxes,
                                            and 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)), to 0.49% of the Acquired Fund’s average daily net assets through
                                            January 31, 2026. FPA may recoup any operating expenses in excess of these limits from
                                            the Acquired Fund within three years if such recoupment can be achieved within the lesser
                                            of the foregoing expense limits and the expense limits in place at the time of recoupment.
                                            This agreement may be terminated by the Board of Trustees of Northern Lights Fund Trust only
                                            on 60 days’ written notice to FPA.

 3 FPA
                                            has contractually agreed to limit Total Annual Fund Operating Expenses (excluding any front-end
                                            or contingent deferred loads, brokerage fees and commissions, acquired fund fees and expenses,
                                            borrowing costs (such as interest and dividend expense on securities sold short), taxes,
                                            and 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)), to 0.49% of the Acquiring Fund’s average daily net assets through
                                            January 31, 2026. These fee waivers and expense reimbursements are subject to possible
                                            recoupment by FPA from the Acquiring Fund within three years if such recoupment can be achieved
                                            within the lesser of the foregoing expense limits or the expense limits in place at the time
                                            of recoupment. In addition, FPA may seek reimbursement from the Acquiring Fund of fees waived
                                            or payments made by FPA to the Acquired Fund prior to the Acquired Fund’s reorganization
                                            for a period ending three years after the date of the waiver or payment if such recoupment
                                            can be achieved within the lesser of the foregoing expense limit and the expense limits in
                                            place at the time of the recoupment. This agreement may only be terminated before its expiration
                                            date by the IMST Trust Board.

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Example

The Example below is intended
to help you compare the cost of investing in the Acquired Fund with the cost of investing in the Acquiring Fund on a pro forma basis.
The Example assumes that you invest $10,000 in each Fund and then sell all of your shares at the end of each period. The Example also
assumes that your investment has a 5% annual return, that each Fund’s Total Annual Fund Operating Expenses and Net Expenses remain
as stated in the previous table and that distributions are reinvested. The example reflects each Fund’s contractual fee waiver
and/or expense reimbursement only for the term of the contractual fee waiver and/or expense reimbursement. Although your actual costs
may be higher or lower, based on these assumptions, your costs would be as follows, if you sell your shares:

    One Year
    Three Years
    Five Years
    Ten Years

      Acquired
                                            Fund
    $ 50
    $ 233
    $ 508
    $ 1,295

      Acquiring
                                            Fund (Pro forma)
    $ 50
    $ 225
    $ 484
    $ 1,227

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