SecProbe.io

CORRESP
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filename1.htm

March 4, 2020

VIA EDGAR TRANSMISSION

Ms. Christina DiAngelo Fettig

Mr. Alberto Zapata

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549-0506

Re: Northern Lights Fund Trust III, File
No. 333-235894

Dear Ms. DiAngelo Fettig and Mr. Zapata:

On January 10, 2020, the Registrant filed a
registration statement under Form N-14 (the “Registration Statement”) pursuant to the Securities Act of 1933 (the “Securities
Act”). On January 29, 2020, Ms. DiAngelo Fettig provided comments to the Registration Statement to me by phone. On February
6, 2020, Mr. Zapata did the same. Below, please find a summary of both of your comments and the Registrant’s responses, which
the Registrant has authorized Thompson Hine LLP to make on its behalf. Unless otherwise noted, capitalized terms used herein have
the same meaning ascribed to them in the Registration Statement.

Accounting Comments

Prospectus/Information Statement

Comment 1: In the third paragraph of
the shareholder letter, please state specifically why the reorganization of the Target Fund into the Survivor Fund is being proposed.
Were there any considerations related to the structure of the Target Fund? Can more specificity be placed in response to the question
“Why is the Reorganization occurring” in the Questions and Answers and in the list of factors considered by the Board
on page 4?

Response: The Registrant has amended
its disclosures in the shareholder letter to state the following:

After considering the performance
of each Fund and the expenses associated with the investment structure of the Target Fund, the Adviser recommended to the Board
that the Target Fund be reorganized into the Survivor Fund. The Target Fund has less assets than the Survivor Fund and the Target
Fund’s assets have declined over the past three fiscal years. The Board has concluded that the Reorganization is in the
best interest of each Fund and its respective shareholders. In approving the Reorganization, the Board considered, among other
things, the

     Ms. Christina DiAngelo Fettig

Mr. Alberto Zapata

March 4, 2020

Page 2

similarities between the Funds’
investment objectives and strategies, the fact that the management fee for the Target Fund and the Combined Fund is the same, the
differences in historical performance between the Target Fund and the Survivor Fund, and the terms and conditions of the Agreement
and Plan of Reorganization and Termination (the “Plan of Reorganization”). The Board also considered that it is not
anticipated that the Reorganization should be a tax-free transaction have any tax consequences for shareholders.

The Registrant has amended its disclosures
in the Questions and Answers to state the following:

Q.
Why is the Reorganization occurring?

 A. The Board has determined that Target Fund shareholders may benefit from
an investment in the Combined Fund in the following ways:

 (i) The Combined Fund has greater potential for long-term viability than either
the Target Fund or the Survivor Fund without the Reorganization;

 (ii) The Reorganization is expected to increase the Combined Fund’s prospects
for attracting assets, which would achieve certain operating efficiencies in the future as a result of the Combined Fund’s
larger net asset size;

 (iii) The Reorganization may represent the most effective use of investment resources
and may create an environment with the best opportunity for successful long-term investing on behalf of shareholders; and

 (iv) Shareholders of the Target Fund will remain invested in an open-end fund
with a similar investment strategy, better historical performance, and lower fees that and
has greater net assets at the time of and following the Reorganization; and

 (v) The Reorganization is preferable to liquidating the Target Fund because
the Reorganization is not expected to be a taxable event for the Target Fund and its shareholders.

Comment 2: In the response to the question
“Who will pay for the Reorganization?”, please specify that the costs will be borne by the Adviser regardless of whether
the reorganization is consummated.

     Ms. Christina DiAngelo Fettig

Mr. Alberto Zapata

March 4, 2020

Page 3

Response: The Registrant has amended
its disclosures in the Questions and Answers of the Combined Prospectus/Information Statement to state the following:

Q.        Who
will pay for the Reorganization?

 A. The costs of the Reorganization will be borne by Pinancle Family Advisors
LLC (“Pinnacle” or the “Adviser”), the investment adviser to the Funds whether or not the Reorganization
is consummated.

Comment 3: The response to the question
“Who will pay for the Reorganization?” suggests repositioning. Please confirm whether there will be any repositioning
of the Target Fund. If so, please state whether the repositioning is planned (i.e., at the portfolio manager’s discretion)
or forced (i.e., necessary to comply with the Survivor Fund’s investment policies and restrictions) and provide an
estimate of the amount of securities sold and any capital gains or distributions triggered by those sales. Please add similar disclosure
to the second paragraph under the heading “Description of the Reorganization” on page 28 and to Note 4 on page SAI-8.

Response: The Registrant has confirmed
with the adviser that there will be forced repositioning of the Target Fund to comply with the Survivor Fund’s investment
policies and restrictions. The Registrant has amended it disclosures to state the following:

Q.        Who
will pay for the Reorganization?

 A. The costs of the Reorganization will be borne by Pinnacle Family Advisors
LLC (“Pinnacle” or the “Advisor”), the investment adviser to the Funds whether or not the Reorganization
is consummated. The costs associated with the Reorganization will not have an effect on the net asset value per share of either
Fund. The costs associated with the Reorganization are expected to be approximately $17,500. The Funds, however, will bear any
brokerage commissions, transaction costs and similar expenses in connection with any purchases or sales of securities related to
Fund repositioning in connection with the Reorganization, which are expected to be minimal. The Target Fund
will sell approximately 9% of the Survivor Fund’s assets in order to comply with the Survivor Fund’s investment policies
and limitations. The expected costs of the repositioning of the Target Fund’s securities is estimated to be $1,085, which
is less than 0.01% of the Target Fund’s net assets. The Target Fund is expected to incur capital gains of approximately $470,000.

. . .

     Ms. Christina DiAngelo Fettig

Mr. Alberto Zapata

March 4, 2020

Page 4

Description of the Reorganization

The following summary is qualified
in its entirety by reference to the Plan of Reorganization found in Exhibit A.

The Plan of Reorganization provides
that substantially all of the assets and liabilities of the Target Fund will be transferred to the Survivor Fund in exchange for
shares of the Survivor Fund. In connection with the Reorganization, the Funds will incur certain expenses such as brokerage commission
and transaction costs from the purchase and sale of securities related to Fund repositioning. The Target Fund will sell approximately
9% of the Survivor Fund’s assets in order to comply with the Survivor Fund’s investment policies and limitations. The
expected costs of the repositioning of the Target Fund’s securities is estimated to be $1,085, which is less than 0.01% of
the Target Fund’s net assets. The shares of the Survivor Fund issued to the Target Fund will have an aggregate net asset
value equal to the aggregate net asset value of the Target Fund’s shares outstanding as of the close of trading on the NYSE
on March [Ÿ], 2020 (the “Closing Date”). Upon receipt by the
Target Fund of the shares of the Survivor Fund, the Target Fund will distribute Survivor Fund shares to its shareholders and will
be terminated as a series of the Trust.

. . .

Note 4 — Costs Of Reorganization

The costs of the Reorganization
will be borne by Pinnacle Family Advisors LLC, each Fund’s investment adviser. The costs associated with the Reorganization
will not have an effect on the net asset value per share of either Fund. The costs associated with the Reorganization are expected
to be approximately $17,500, not including the brokerage costs, if any, associated with the re-positioning of the Target Fund.
The Target Fund will sell approximately 9% of the Survivor Fund’s assets in order to comply with the Survivor Fund’s
investment policies and limitations. The expected costs of the repositioning of the Target Fund’s securities is estimated
to be $1,085, which is less than 0.01% of the Target Fund’s net assets.

Comment 4: The penultimate paragraph
on page 1 states that “[a]t the closing of the Reorganization, the Survivor Fund will acquire substantially all of the assets
and the liabilities of the Target Fund[.]” What is meant by “substantially”? Why will the Survivor Fund not acquire
all of the assets and liabilities of the Target Fund?

     Ms. Christina DiAngelo Fettig

Mr. Alberto Zapata

March 4, 2020

Page 5

Response: The Registrant has revised
it disclosures on page 1 to state the following and made consistent revisions throughout the Combined Prospectus/Information Statement:

At the closing of the Reorganization,
the Survivor Fund will acquire substantially all of the assets and the liabilities of the Target Fund in exchange
for shares of the Survivor Fund.

Comment 5: Please confirm in correspondence
that the fees and expenses presented on page 8 are current fees in accordance with Item 3 of Form N-14.

Response: The Registrant so confirms.

Comment 6: In footnote 2 to the Fee
Table, please add disclosure referencing the Adviser’s ability to recapture previously waived expenses and confirm in correspondence
that any expenses subject to recapture in the Target Fund will not be carried over to the Combined Fund.

Response: The Registrant confirms
that any expenses subject to recapture in the Target Fund will not be carried over to the Combined Fund. The Registrant has further
amended its disclosures to state the following:

The Adviser for the Target
Fund and Survivor Fund has agreed to waive its advisory fee to limit total operating expenses at least through July 31, 2021, so
that the total annual operating expenses (excluding: (i) any front-end or contingent deferred loads; (ii) brokerage fees and commissions,
(iii) acquired fund fees and expenses; (iii) borrowing costs (such as interest and dividend expense on securities sold short);
(iv) taxes; and (v) extraordinary expenses, such as litigation expenses (which may include indemnification of Fund officers and
Trustees, contractual indemnification of Fund service providers (other than the Adviser))) of each Fund do not exceed 1.49%, 2.24%
and 1.24% of average daily net assets attributable to Class A, Class C, and Class I shares, respectively. These fee waivers
and expense reimbursements are subject to possible recoupment from each Fund within the three years after the fees have been waived
or reimbursed, if such recoupment can be achieved within the foregoing expense limits or the expense limits in place at the time
of recapture. These agreements may be terminated only by the Board of Trustees on 60 days’ written notice to the Adviser.

Comment 7: Please confirm
the amounts stated in the Example on page 10.

Response: The Registrant has
confirmed the accuracy of the amounts stated in the Example.

     Ms. Christina DiAngelo Fettig

Mr. Alberto Zapata

March 4, 2020

Page 6

Comment 8: On page 22-23, please include
performance information for the period ended December 31, 2019.

Response: The Registrant has updated
the performance tables to include information for the year ended December 31, 2019.

Comment 9: Please update the second
paragraph on page 24 regarding the fee waiver and reimbursement so that the recapture language matches the disclosure in the most
recent prospectus.

Response: The Registrant has amended
its disclosures to state the following:

These fee waivers and expense
reimbursements are subject to possible recoupment from each Fund in future years on a rolling three-year basis (within
three years after the fees have been waived or reimbursed), if such recoupment can be achieved,
within the foregoing expense limits or the expense limits in place at the time of recapture. This agreement may be terminated
only by the Board of Trustees on 60 days’ written notice to the Adviser.

Comment 10: On page 29, under the heading
“Federal Income Taxes,” please disclose any capital loss carryforwards of the Target Fund and the any potential limits
on their use as a result of the Reorganization.

Response: The Registrant has added the
following paragraph under the heading “Federal Income Taxes.”

At March 31, 2019, the Fund had
capital loss carry forwards for federal income tax purposes available to offset future capital gains, as follows:

        Expiring

        Non-Expiring

        Short-Term

        Non-Expiring

        Long-Term

        Total

    $

    $	970,321

    $

    $	970,321

Not all of the Target Fund’s
capital loss carry forwards may be available to the Combined Fund.

Comment 11: The second sentence under
the heading “Expenses of the Reorganization” refers to cost associated with the re-positioning of the Survivor Fund.
Please confirm the accuracy of this statement.

     Ms. Christina DiAngelo Fettig

Mr. Alberto Zapata

March 4, 2020

Page 7

Response: The Registrant has amended
its disclosures to state the following:

The costs of the Reorganization
will be borne by Pinnacle. The costs associated with the Reorganization are expected to be approximately $17,500, not including
the brokerage costs associated with the re-positioning of the Survivor Target Fund.

Comment 12: On page 30, please provide
a Capitalization Chart showing all classes combined.

Response: The Registrant has added the
following capitalization chart showing all classes combined:

    ALL CLASSES

    Total Net Assets

    Shares

    Net Asset Value Per Share

    Target Fund

    $12,672,811

    1,255,634

    $10.09

    Survivor Fund

    $33,582,957

    3,263,905

    $10.29

    Pro Forma Share Adjustment

    -

    34,779

    -

    Pro Forma - Survivor Fund

    $46,255,768

    4,484,760

    $10.31

Statement of Additional Information

Comment 13: The column on the far right
of the Statements of Assets and Liabilities, Statements of Operations and Pro-Forma Portfolio of Investments (unaudited) on pages
SAI-5, SAI-6 and SAI-7, respectively, should be titled “Pro Forma.”

Response: The Registrant has amended
the headings accordingly.

Comment 14: In the Statements of Operations
(unaudited) on page SAI-6, please provide a footnote(s) explaining whether the reductions identified in the “Pro-Forma Adjustments”
column are due to contractual changes, economies of scale, or the elimination of duplicated services.

Response: The Registrant has added the
following footnote to the Statement of Operations:

The reduction in expenses is
due to the elimination of duplicated services.

     Ms. Christina DiAngelo Fettig

Mr. Alberto Zapata

March 4, 2020

Page 8

Comment 15: If any holdings will be
repositioned as a result of the Reorganization, please mark such holdings on SAI-7 with a ü.

Response: The Registrant has marked
the Pro-Forma Portfolio of Investments accordingly.

Comment 16: In Note 2 on page SAI-8,
the penultimate sentence of the first paragraph states that “[t]he pro forma financial information has been adjusted to reflect
the assumption that the Target Fund distributes its undistributed net investment income to its shareholders prior to the Reorganization.”
Please confirm that this is a true statement given there is no adjustment shown for any financial distribution.

R