Securities Act Registration No. 333-178833

Investment Company Act Registration No. 811-22655


As filed with the Securities and Exchange Commission on December 17, 2012


SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ý

¨ Pre-Effective Amendment No.

ý Post-Effective Amendment No. 23


and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ý

ý Amendment No. 2 4


(Check appropriate box or boxes.)

Northern Lights Fund Trust III

(Exact Name of Registrant as Specified in Charter)


17605 Wright Street, Omaha, NE 68130

(Address of Principal Executive Offices)(Zip Code)


Registrant’s Telephone Number, including Area Code: (402) 895-1600

The Corporation Trust Company

1209 Orange Street

Wilmington, DE 19801

(Name and Address of Agent for Service)


With copy to:

JoAnn M. Strasser, Thompson Hine LLP

41 South High Street, 17th Floor

Columbus, Ohio 43215

614-469-3265 (phone)

614-469-3361 (fax)

James P. Ash,

Gemini Fund Services, LLC

450 Wireless Blvd.

Hauppauge, New York 11788

(631) 470-2600


Approximate date of proposed public offering: As soon as practicable after the effective date of the Registration Statement.

It is proposed that this filing will become effective:

X Immediately upon filing pursuant to paragraph (b)

¨ On (date) pursuant to paragraph (b)

¨ 60 days after filing pursuant to paragraph (a)(1)

¨ On (date) pursuant to paragraph (a)(1)

¨ 75 days after filing pursuant to paragraph (a)(2)

¨ On (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

¨ This post-effective amendment designates a new effective date for a previously filed post-effective amendment.





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Persimmon Long/Short Fund


Class A Shares (LSEAX)

Class C Shares (LSECX)

Class I Shares (LSEIX)


PROSPECTUS December 17, 2012




Adviser:

Persimmon Capital Management, LP

1777 Sentry Parkway West

Gwynedd Hall, Suite 102

Blue Bell, PA 19422


www.persimmonfunds.com                                                                         1 -855 - 233 - 8300


This Prospectus provides important information about the Fund that you should know before investing.  Please read it carefully and keep it for future reference.




These securities have not been approved or disapproved by the Securities and Exchange Commission nor has the Securities and Exchange Commission passed upon the accuracy or adequacy of this Prospectus.  Any representation to the contrary is a criminal offense.



 

 

 




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Table of Contents Page
   

FUND SUMMARY

1

Investment Objective

1

Fees and Expenses of the Fund

1

Principal Investment Strategies

2

Principal Investment Risks

3

Performance

6

Management of the Fund

6

Purchase and Sale of Fund Shares

7

Tax Information

7

Payments to Broker-Dealers and Other Financial Intermediaries

7

ADDITIONAL INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

7

Investment Objective

7

Principal Investment Strategies

7

Principal Investment Risks

9

Temporary Investments

14

Portfolio Holdings Disclosure

15

MANAGEMENT

15

Investment Adviser

15

Investment Sub-Advisers

15

Portfolio Managers

17

Prior Performance of Similarly Managed Sub-Adviser Funds

20

HOW SHARES ARE PRICED

23

SHARE CLASSES

24

Factors to Consider When Choosing a Share Class

24

Class A Shares

25

Class C Shares

26

Class I Shares

26

HOW TO PURCHASE SHARES

26

HOW TO REDEEM SHARES

28

FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES

30

TAX STATUS, DIVIDENDS AND DISTRIBUTIONS

31

DISTRIBUTION OF SHARES

32

Distributor

32

Distribution Fees

32

Additional Compensation to Financial Intermediaries

33

Householding

33

FINANCIAL HIGHLIGHTS

33

PRIVACY NOTICE

34

ADDITIONAL INFORMATION

36





 

 

 




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FUND SUMMARY


Investment Objective:   The Persimmon Long/Short Fund seeks long-term capital appreciation.


Fees and Expenses of the Fund:   This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts on purchases of Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund.  More information about these and other discounts is available from your financial professional and in How to Purchase Shares on page 26 of the Fund’s Prospectus.



Shareholder Fees

(fees paid directly from your investment)

Class A

Class C

Class I

Maximum Sales Charge (Load) Imposed on purchases (as a percentage of offering price)

5.00%

None

None

Maximum Deferred Sales Charge (Load) (as a percentage of purchase price )

None

1.00%

None

Redemption Fee

(as a % of amount redeemed if held less than 60 days)

1.00%

1.00%

1.00%

Annual Fund Operating Expenses

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

Management Fees

2.50%

2.50%

2.50%

Distribution and/or Service (12b-1) Fees

0.25%

1.00%

None

Other Expenses (1)

0.51 %

0.51 %

0.51 %

Short Selling Dividend and Interest Expense

1.05 %

1.05 %

1.05 %

Total Annual Fund Operating Expenses

4.31 %

5.06 %

4.06 %

Fee Waiver (2)

( 0.02 )%

( 0.02 )%

( 0.02 )%

Total Annual Fund Operating Expenses After Fee Waiver

4.29 %

5.04 %

4.04 %

(1)

Based on estimated amounts for the current fiscal year.

(2)

The Fund’s adviser, Persimmon Capital Management, LP (the “Adviser”) has contractually agreed to waive management fees and to make payments to limit Fund expenses, until January 31 , 201 4 so that the total annual operating expenses (exclusive of any taxes, short selling expenses, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, indirect expenses, expenses of other investment companies in which the Fund may invest, or extraordinary expenses such as litigation) of the Fund do not exceed 3.24% of average daily net assets attributable to Class A shares, 3.99% of average daily net assets attributable to Class C shares and 2.99% of average daily net assets attributable to Class I shares.  These fee waivers and expense reimbursements are subject to possible recoupment from the Fund in future years on a rolling three-year basis (within the three years after the fees have been waived or reimbursed) if such recoupment can be achieved within the foregoing expense limits.  This agreement may be terminated only by the Fund’s Board of Trustees, on 60 days written notice to the Adviser.


Example:  This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.  Although your actual costs may be higher or lower, based upon these assumptions your costs would be:




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Class

1 Year

3 Years

A

$ 909

$ 1,739

C

$ 604

$ 1,515

I

$ 406

$ 1,233


Portfolio Turnover:  The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance.

Principal Investment Strategies: The Fund seeks to meet its investment objective primarily by selecting a group of experienced long/short equity managers who will serve as sub-advisers (“Sub-Advisers”) to the Fund.  The Adviser believes that long/short equity can offer a number of advantages for investors relative to “Long-Only” equity investing and can be a complimentary piece of an investor’s overall investment portfolio.  The Adviser also believes that manager diversification is an important element of risk management, which is why the Fund invests in multiple Sub-Advisers to meet its investment objective.

The Adviser seeks to identify a combination of Sub-Advisers that will provide attractive diversification for the Fund across various long/short equity styles, market capitalizations, sectors and geography.  In selecting this combination of complementary Sub-Advisers, the Adviser will use its experienced team and background in selecting long/short equity managers through a careful and thorough due diligence process.  The Adviser will also seek to help the Fund meet its investment objective with a thoughtful portfolio construction process that evaluates multiple factors in allocating capital to the various Sub-Advisers including global macro risk factors, market fundamentals, and timeliness of the strategies of the various Sub-Advisers.  The Adviser will monitor the investment activities and businesses of the Sub-Advisers to confirm that the Fund has an overall balance of investments that the Adviser believes is appropriate, but the Adviser will not manage the day-to-day investments of the Sub-Advisers.  The Adviser will allocate 0-30% of the Fund’s net assets to each Sub-Adviser.  The Sub-Advisers will each manage their allocated portion of the Fund’s assets using a long/short strategy; however, they may pursue a variety of Long/Short Equity strategies including, but not limited to: Long/Short Equity – Generalist, Long-Short Equity – Sector Focused, Long-Short Equity - Global/International, Long/Short Equity – Tactical, and Long/Short Equity – Event-Driven .  These strategies may be managed with either a net long bias (net market exposure is generally positive) or a variable bias (net market exposure may be positive or negative).

As a part of its portfolio and risk management role, the Adviser may elect to directly invest up to 20% of the Fund’s net assets in an attempt to better control and target the overall Fund’s market exposure or exposure to specific securities including, but not limited to direct investments in equity and fixed income securities, exchange-traded funds (“ETFs”), options and futures.  

The Fund has no policy with respect to the capitalization of issuers in which it may invest and seeks a widely diversified portfolio across all market capitalizations and sectors.  Under normal market conditions, the Fund will invest at least 75% of its net assets in equity-related securities including common stocks, preferred stocks, rights, warrants, convertibles, partnership interests, other investment companies including ETFs, American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”), and Global Depositary Receipts (“GDRs”).  In certain market



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environments, it may be advantageous for the Fund to invest in other non-equity security types of investments with up to 25% of the Fund’s net assets such as fixed income securities of any duration or credit quality (including, but not limited to, corporate debt, sovereign debt, exchange-traded notes, debt issued by the U.S. Government and its agencies, and high-yield bonds), currencies, forward currency contracts, futures, options and swaps.  

The Fund may invest up to 25% of its net assets in foreign securities, of which 10% of the Fund’s net assets may be in foreign securities with issuers in emerging markets.  

Principal Investment Risks:   As with all mutual funds, there is the risk that you could lose money through your investment in the Fund.  The Fund is not intended to be a complete investment program.  Many factors affect the Fund’s net asset value and performance.   


·

Credit Risk :  Issuers may not make interest or principal payments on securities, resulting in losses to the Fund.  In addition, the credit quality of securities held by the Fund may be lowered if an issuer's financial condition changes.  These risks are more pronounced for securities with lower credit quality, such as those rated below BBB- by Standard & Poor's Ratings Group or another credit rating agency.  


·

Derivatives Risk:   Loss may result from the Fund’s investments in options and other derivative instruments. These instruments may be illiquid, difficult to value and leveraged so that small changes may produce disproportionate losses to the Fund. Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligation.


Losses from investments in derivatives can result from a lack of correlation between the value of those derivatives and the value of the portfolio assets (if any) being hedged. In addition, there is a risk that the performance of the derivatives or other instruments used by the Investment Adviser to replicate the performance of a particular asset class may not accurately track the performance of that asset class. Derivatives are also subject to risks arising from margin requirements. There is also risk of loss if the Investment Adviser is incorrect in its expectation of the timing or level of fluctuations in securities prices, interest rates or currency prices


·

Emerging Market Risk:  Emerging market countries may have relatively unstable governments, weaker economies, and less-developed legal systems with fewer security holder rights.  Emerging market economies may be based on only a few industries and security issuers may be more susceptible to economic weakness and more likely to default.  Emerging market securities also tend to be less liquid.


·

Equity Risk:   The net asset value of the Fund will fluctuate based on changes in the value of the equity securities held by the Fund or Underlying Funds that invest in U.S. and/or foreign equity securities.  Equity prices can fall rapidly in response to developments affecting a specific company or industry, or to changing economic, political or market conditions.


·

ETN Risk:   ETNs are subject to credit risk and their value will be influenced by time to maturity, supply and demand, volatility and lack of liquidity in underlying commodities markets, changes in interest rates, changes in the issuer’s credit rating, and economic, legal, or political events.



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·

Fixed Income Risk:   The value of the Fund's investments in fixed income securities will fluctuate with changes in interest rates.  Typically, a rise in interest rates causes a decline in the value of fixed income securities owned by the Fund.  The credit quality of securities may be lowered if an issuer's financial condition deteriorates and issuers may default on their interest and or principal payments.  Convertible securities are hybrid securities that have characteristics of both fixed income securities and common stocks and are subject to risks associated with both debt securities and equity securities.  Your investment will decline in value if the value of the Fund's fixed income investments decrease.


·

Foreign Currency Risk:  Currency trading risks include market risk, credit risk and country risk.  Market risk results from adverse changes in exchange rates in the currencies the Fund is long or short.  Credit risk results because a currency-trade counterparty may default.  Country risk arises because a government may interfere with transactions in its currency.


·

Foreign Investment Risk:  Foreign investing (including through ADRs, EDRs and GDRs) involves risks not typically associated with U.S. investments, including adverse fluctuations in foreign currency values, adverse political, social and economic developments, less liquidity, greater volatility, less developed or less efficient trading markets, political instability and differing auditing and legal standards.  Investing in emerging markets imposes different or greater risks than those associated with foreign developed countries.


·

High Yield (Junk) Bond Risk:  Lower-quality fixed income securities, known as “high yield” or “junk” bonds, present greater risk than bonds of higher quality, including an increased risk of default.  An economic downturn or period of rising interest rates could adversely affect the market for these bonds and reduce the Fund’s ability to sell its bonds.  The lack of a liquid market for these bonds could decrease the Fund’s share price.  


o

Defaulted Securities Risk:  Repayment of defaulted securities and obligations of distressed issuers (including insolvent issuers or issuers in payment or covenant default, in workout or restructuring or in bankruptcy or in solvency proceedings) is subject to significant uncertainties. Investments in defaulted securities and obligations of distressed issuers are considered speculative.


·

Issuer-Specific Risk:  The value of securities of smaller issuers can be more volatile than those of larger issuers. The value of certain types of securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments.


·

Limited History of Operations:  The Fund is a new mutual fund and has a limited history of operation.  In addition, the Adviser has not previously managed a mutual fund.


·

Management Risk:   The Adviser’s and Sub-Advisers’ judgments about the attractiveness, value and potential appreciation of particular asset classes and securities in which the Fund invests (long or short) may prove to be incorrect and may not produce the desired results.  Additionally, the Adviser’s judgments about the potential



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performance of the Sub-Advisers may also prove incorrect and may not produce the desired results.


·

Market Risk:  Overall securities and derivatives market risks may affect the value of individual instruments in which the Fund invests.  Factors such as domestic and foreign economic growth and market conditions, interest rate levels, and political events affect the securities and derivatives markets.  When the value of the Fund’s investments goes down, your investment in the Fund decreases in value and you could lose money.


·

Option Writing Risk:   If a put or call option purchased by the Fund were permitted to expire without being sold or exercised, the Fund would lose the entire premium it paid for the option.  The risk involved in writing a put option is that there could be a decrease in the market value of the underlying future, security, currency or other asset.  If this occurred, the option could be exercised and the underlying future, security, currency or other asset would then be sold to the Fund at a higher price than its current market value.  The risk involved in writing a call option is that there could be an increase in the market value of the underlying future, security, currency or other asset.  If this occurred, the option could be exercised and the underlying future, security, currency or other asset would then be sold by the Fund at a lower price than its current market value.


·

Portfolio Turnover Risk:  A higher portfolio turnover will result in higher transactional and brokerage costs.


·

Short Position Risk:  The Fund will incur a, potentially unlimited, loss as a result of a short position if the price of the short position instrument increases in value between the date of the short position sale and the date on which the Fund purchases an offsetting position.  


·

Small and Medium Capitalization Risk:  The value of small or medium capitalization companies may be subject to more abrupt or erratic market movements than those of larger, more established companies or the market averages in general.


·

Sovereign Debt Risk:  The issuer of the foreign debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due, and the Fund may have limited recourse in the event of a default.  The market prices of sovereign debt, and the Fund’s net asset value, may be more volatile than prices of U.S. debt obligations and certain emerging markets may encounter difficulties in servicing their debt obligations.


·

Underlying Funds Risk:  Investment companies, including ETFs and mutual funds, are subject to investment advisory and other expenses, which will be indirectly paid by the Fund.  As a result, the cost of investing in the Fund will be higher than the cost of investing directly in investment companies and also may be higher than other mutual funds that invest directly in securities.  Investment companies are subject to specific risks, depending on the nature of the fund.


·

U.S. Government Obligations Risk: U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. government and generally have negligible credit risk. Securities issued or guaranteed by federal agencies or authorities and U.S. government-sponsored instrumentalities or enterprises may or may not be backed by the full faith



5

 

 




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and credit of the U.S. government.  The Fund may be subject to such risk to the extent it invests in securities issued or guaranteed by federal agencies or authorities and U.S. government-sponsored instrumentalities or enterprises.


Performance:   Because the Fund has only recently commenced investment operations, no performance information is presented for the Fund at this time.  In the future, performance information will be presented in this section of this Prospectus.  Also, shareholder reports containing financial and performance information will be mailed to shareholders semi-annually. Updated performance information will be available at no cost by visiting www.persimmonfunds.com or by calling 1-855-233-8300 .


Management of the Fund:


Investment Adviser

Portfolio Manager

Title and Length of Service

Persimmon Capital Management, LP

Greg Horn

Portfolio Manager of the Fund since inception

Todd Dawes

Portfolio Manager of the Fund since inception

Shawn Gibson

Portfolio Manager of the Fund since inception


Sub-Adviser(s)

Portfolio Manager

Title and Length of Service

Caerus Global Investors, LLC

Ward Davis

Portfolio Manager of the Fund since inception

Brian Agnew

Portfolio Manager of the Fund since inception

 

 

 

Inflection Partners LLC

Dave Sherry (CFA)

Portfolio Manager of the Fund since inception

Jack Andrews

Portfolio Manager of the Fund since inception

 

 

 

ISF Management, LLC

Matthew Shefler

Portfolio Manager of the Fund since inception

 

 

 

M.A. Weatherbie & Co., Inc.

George Dai (Ph.D.)

Portfolio Manager of the Fund since inception

Mark Militello (CFA)

Portfolio Manager of the Fund since inception

Daniel Brazeau (CFA)

Portfolio Manager of the Fund since inception

Joshua Bennett (CFA)

Portfolio Manager of the Fund since inception

 

 

 

Open Field Capital LLC

Marc Weiss

Portfolio Manager of the Fund since inception

James Stableford

Portfolio Manager of the Fund since inception

 

 

 



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Sonica Capital, LLC

Alex Fodor

Portfolio Manager of the Fund since inception

 

 

 

Turner Investments, LP

Donald Smith (CFA)

Portfolio Manager of the Fund since inception

Joshua Kohn (CFA)

Portfolio Manager of the Fund since inception


Purchase and Sale of Fund Shares:   You may purchase and redeem shares of the Fund on any day that the New York Stock Exchange is open for trading.  The minimum initial investment in the Fund is $2,500 for investors in Class A and Class C shares and $100,000 for investors in Class I shares.  The minimum subsequent investment is $100 for all classes of shares.


Tax Information:   Dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are taxable to you at either ordinary income or capital gains tax rates unless you are investing through a tax-deferred plan such as an IRA or 401(k) plan.  However, these dividend and capital gain distributions may be taxable upon their eventual withdrawal from tax-deferred plans.

Payments to Broker-Dealers and Other Financial Intermediaries:   If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services.  These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment.  Ask your salesperson or visit your financial intermediary’s website for more information.

ADDITIONAL INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS


Investment Objective:


The Fund seeks long-term capital appreciation.  The Fund’s investment objective may be changed by the Fund’s Board of Trustees upon 60 days’ written notice to shareholders.


Principal Investment Strategies:

The Fund seeks to meet its investment objective primarily by investing selecting a group of Sub-Advisers.  The Adviser believes that Long/Short Equity can offer a number of advantages for investors relative to “Long-Only” equity investing and can be a complimentary piece of an investor’s overall investment portfolio.  The Adviser believes that in having flexibility to take short positions in equity securities, Long/Short Equity managers have the ability to offer equity-like returns over the long term with a lower level of volatility than long-only equity strategies.  Furthermore, the Adviser believes that short positions provide a potential return source not available to long-only managers, giving them the potential to make money in a variety of market conditions (they are generally less reliant on a rising equity market to generate returns).  Long/Short Equity managers generally have more flexibility on how to invest regarding sectors, styles, market caps and geography relative to long-only managers that usually get mandated to fit within more specific parameters.  The Adviser also believes that manager diversification is an important element of risk management which is why the Fund invests in multiple Sub-Advisers to meet its investment objective.



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The Adviser seeks to identify a combination of Sub-Advisers that will provide attractive diversification for the Fund across various long/short equity styles, market capitalizations, sectors and geography.  In selecting this combination of complementary Sub-Advisers, the Adviser will use its experienced team and background in selecting long/short equity managers through a careful and thorough due diligence process.  The Adviser will also seek to help the Fund meet its investment objective with a thoughtful portfolio construction process that evaluates multiple factors in allocating capital to the various Sub-Advisers including global macro risk factors, market fundamentals, and timeliness of the strategies of the various Sub-Advisers.  The Adviser will monitor the investment activities and businesses of the Sub-Advisers to confirm that the Fund has an overall balance of investments that the Adviser believes is appropriate, but the Adviser will not manage the day-to-day investments of the Sub-Advisers.  The Adviser will allocate 0-30% of the Fund’s net assets to each Sub-Adviser.  The Sub-Advisers will each manage their allocated portion of the Fund’s assets using a long/short strategy; however, they may pursue a variety of Long/Short Equity strategies including, but not limited to: Long/Short Equity – Generalist, Long-Short Equity – Sector Focused, Long-Short Equity - Global/International, Long/Short Equity – Tactical, and Long/Short Equity – Event-Driven .  These strategies may be managed with either a net long bias (net market exposure is generally positive) or a variable bias (net market exposure may be positive or negative).

As a part of its portfolio and risk management role, the Adviser may elect to directly invest a portion of the Fund’s assets in an attempt to better control and target the overall Fund’s market exposure or exposure to specific securities.  Under normal conditions, it is expected that the Adviser may invest up to 20% of the Fund’s net assets directly in a variety of security types including, but not limited to equity and fixed income securities, ETFs, options and futures.  The Adviser may invest in such securities in an attempt to mitigate market risks associated with the aggregated portfolio-level exposures created by the Sub-Advisers or to reduce risk associated with certain equity positions (generally positions larger than 5% of the Fund’s value).  Finally, the Adviser may opportunistically sell equity and/or index call options in an attempt to enhance position and portfolio yield.

The Fund has no policy with respect to the capitalization of issuers in which it may invest and seeks a widely diversified portfolio across all market capitalizations and sectors.  Under normal market conditions, the Fund will invest at least 75% of its net assets in equity-related securities including common stocks, preferred stocks, rights, warrants, convertibles, partnership interests, other investment companies including ETFs, ADRs, EDRs, and GDRs.  In certain market environments, it may be advantageous for the Fund, to invest in other non-equity security types of investments such as fixed income securities of any duration or credit quality (including, but not limited to, corporate debt, sovereign debt, exchange-traded notes, debt issued by the U.S. Government and its agencies, and high-yield bonds), currencies, forward currency contracts, futures, options and swaps.  Such non-equity securities are expected to be limited to 25% of the Fund’s net assets. The Fund may invest up to 25% of its net assets in foreign securities, of which 10% of the Fund’s net assets may be in foreign securities with issuers in emerging markets.  

The Adviser incorporates a wide range of factors in the due diligence process in selecting Sub-Advisers.  These factors may be qualitative and quantitative in nature, and are focused on evaluating some of the key elements of the firm including, but not limited to, strategy performance (absolute, relative and risk-adjusted), depth of investment team, manager pedigree, timeliness of strategy, strength of investment process, firm infrastructure (team



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members and systems), risk controls, strategy capacity and scalability, firm longevity and viability, reputation and quality of third-party service providers.

Manager-of-Managers Order


The Fund and the Adviser have requested, or intend to request, that the Securities and Exchange Commission grant an order that allows the Adviser to hire a Sub-Adviser or Sub-Advisers without shareholder approval (the “Order”).  Until that Order is granted, shareholder approval is required if the Adviser hires a Sub-Adviser or Sub-Advisers.  However, there is no guarantee that such an Order will be issued.  


Principal Investment Risks:


The following risks may apply to the Fund’s direct investments as well the Fund’s indirect risks through investing in Underlying Funds.


·

Credit Risk:   There is a risk that issuers and counterparties will not make payments on securities and other investments held by the Fund, resulting in losses to the Fund.  In addition, the credit quality of securities held by the Fund may be lowered if an issuer’s financial condition changes.  Lower credit quality may lead to greater volatility in the price of a security and in shares of the Fund.  Lower credit quality also may affect liquidity and make it difficult for the Fund to sell the security.  Default, or the market’s perception that an issuer is likely to default, could reduce the value and liquidity of securities held by the Fund, thereby reducing the value of your investment in Fund shares.  In addition, default may cause the Fund to incur expenses in seeking recovery of principal or interest on its portfolio holdings.  Credit risk also exists whenever the Fund enters into a foreign exchange or derivative contract, because the counterparty may not be able or may choose not to perform under the contract.  When the Fund invests in foreign currency contracts, or other over-the-counter derivative instruments (including options), it is assuming a credit risk with regard to the party with which it trades and also bears the risk of settlement default.  These risks may differ materially from risks associated with transactions effected on an exchange, which generally are backed by clearing organization guarantees, daily mark-to-market and settlement, segregation and minimum capital requirements applicable to intermediaries.  Transactions entered into directly between two counterparties generally do not benefit from such protections.  Relying on a counterparty exposes the Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss.  If a counterparty defaults on its payment obligations to the Fund, this default will cause the value of an investment in the Fund to decrease.  In addition, to the extent the Fund deals with a limited number of counterparties, it will be more susceptible to the credit risks associated with those counterparties.  The Fund is neither restricted from dealing with any particular counterparty nor from concentrating any or all of its transactions with one counterparty.  The ability of the Fund to transact business with any one or number of counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Fund.


·

Derivatives Risk: The Fund may use futures, options and credit default swaps to hedge against market or security-specific declines. The Fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing



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directly in securities and other traditional investments. These risks include (i) the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations; (ii) risk of mispricing or improper valuation; and (iii) the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset. Derivative prices are highly volatile and may fluctuate substantially during a short period of time.  Such prices are influenced by numerous factors that affect the markets, including, but not limited to: changing supply and demand relationships; government programs and policies; national and international political and economic events, changes in interest rates, inflation and deflation and changes in supply and demand relationships. Trading derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities.  Derivative contracts ordinarily have leverage inherent in their terms. The low margin deposits normally required in trading derivatives, including futures contracts, permit a high degree of leverage.  Accordingly, a relatively small price movement may result in an immediate and substantial loss to the Fund. The use of leverage may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations or to meet collateral segregation requirements. The use of leveraged derivatives can magnify the Fund’s potential for gain or loss and, therefore, amplify the effects of market volatility on the Fund’s share price.  Because option premiums paid or received are small in relation to the market value of the investments underlying the options, buying and selling put and call options can be more speculative than investing directly in securities.  


·

Emerging Market Risk:  Emerging market countries may have relatively unstable governments, weaker economies, and less-developed legal systems with fewer security holder rights.  Emerging market economies may be based on only a few industries and security issuers may be more susceptible to economic weakness and more likely to default.  Emerging market securities also tend to be less liquid.


·

Equity Risk:   The net asset value of the Fund will fluctuate based on changes in the value of the equity securities held by the Fund or Underlying Funds that invest in U.S. and/or foreign equity securities.  Equity prices can fall rapidly in response to developments affecting a specific company or industry, or to changing economic, political or market conditions.


·

ETN Risk:  ETNs are typically linked to the performance of a commodities index that reflects the potential return on unleveraged investments in futures contracts of physical commodities, plus a specified rate of interest that could be earned on cash collateral.  ETNs are subject to credit risk. The value of an ETN will vary and will be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying commodities markets, changes in the applicable interest rates, changes in the issuer’s credit rating, and economic, legal, political, or geographic events that affect the referenced commodity.  When the Fund invests in ETNs it will bear its proportionate share of any fees and expenses borne by the ETN.  There may be restrictions on the Fund’s right to redeem its investment in an ETN, which is meant to be held until maturity.  The Fund’s decision to sell its ETN holdings may be limited by the availability of a secondary market.


·

Fixed Income Risk:   When the Fund invests in fixed income securities, the value of your investment in the Fund will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of fixed income securities owned by the Fund.



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In general, the market price of debt securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities. Convertible securities are hybrid securities that have characteristics of both fixed income securities and common stocks and are subject to risks associated with both debt securities and equity securities.  Other risk factors include credit risk (the debtor may default) and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments; or the debtor may pay its obligation later than expected, reducing the returns earned by an investment). These risks could affect the value of a particular investment by the Fund possibly causing the Fund’s share price and returns to be reduced and fluctuate more than other types of investments.


·

Foreign Currency Risk:  Currency trading involves significant risks, including market risk, interest rate risk, country risk, counterparty credit risk and short sale risk.  Market risk results from the price movement of foreign currency values in response to shifting market supply and demand.  Since exchange rate changes can readily move in one direction, a currency position carried overnight or over a number of days may involve greater risk than one carried a few minutes or hours.  Interest rate risk arises whenever a country changes its stated interest rate target associated with its currency.  Country risk arises because virtually every country has interfered with international transactions in its currency.  Interference has taken the form of regulation of the local exchange market, restrictions on foreign investment by residents or limits on inflows of investment funds from abroad.  Restrictions on the exchange market or on international transactions are intended to affect the level or movement of the exchange rate.  This risk could include the country issuing a new currency, effectively making the “old” currency worthless.   The Fund may also take short positions, through derivatives, if the Adviser believes the value of a currency is likely to depreciate in value.  A “short” position is, in effect, similar to a sale in which the Fund sells a currency it does not own but, has borrowed in anticipation that the market price of the currency will decline.  The Fund must replace a short currency position by purchasing it at the market price at the time of replacement, which may be more or less than the price at which the Fund took a short position in the currency.


·

Foreign Investment Risk:  Foreign investing (including through ADRs, EDRs and GDRs) involves risks not typically associated with U.S. investments, including adverse fluctuations in foreign currency values, adverse political, social and economic developments, less liquidity, greater volatility, less developed or less efficient trading markets, political instability and differing auditing and legal standards.  Investing in emerging markets imposes risks different from, or greater than, risks of investing in foreign developed countries.


·

High Yield (Junk) Bond Risk:  Lower-quality fixed income securities, known as “high yield” or “junk” bonds, present a significant risk for loss of principal and interest.  These bonds offer the potential for higher return, but also involve greater risk than bonds of higher quality, including an increased possibility that the bond’s issuer, obligor or guarantor may not be able to make its payments of interest and principal (credit quality risk).  If that happens, the value of the bond may decrease, and the Fund’s share price may decrease and its income distribution may be reduced.  An economic downturn or period of rising interest rates (interest rate risk) could adversely affect the market for these bonds and reduce the Fund’s ability to sell its bonds (liquidity risk).  Such securities may also include “Rule 144A” securities, which are subject to resale



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restrictions.  The lack of a liquid market for these bonds could decrease the Fund’s share price.


o

Defaulted Securities Risk:  Defaulted securities risk refers to the uncertainty of repayment of defaulted securities and obligations of distressed issuers. Repayment of defaulted securities and obligations of distressed issuers (including insolvent issuers or issuers in payment or covenant default, in workout or restructuring or in bankruptcy or in solvency proceedings) is subject to significant uncertainties. Investments in defaulted securities and obligations of distressed issuers are considered speculative.


·

Issuer-Specific Risk:  The value of a specific security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole.  The value of securities of smaller issuers can be more volatile than those of larger issuers.  The value of certain types of securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments.


·

Limited History of Operations:  The Fund is a new mutual fund and has a limited history of operation.  In addition, the Adviser has not previously managed a mutual fund.


·

Management Risk:   The net asset value of the Fund changes daily based on the performance of the securities and derivatives in which it invests. The Adviser’s and Sub-Advisers’ judgments about the attractiveness, value and potential appreciation of particular asset classes and securities in which the Fund invests (long or short) may prove to be incorrect and may not produce the desired results.  Additionally, the Adviser’s judgments about the potential performance of the Sub-Advisers may also prove incorrect and may not produce the desired results.  


·

Market Risk:  The net asset value of the Fund will fluctuate based on changes in the value of the securities and derivatives in which the Fund invests. The Fund invests in securities and derivatives, which may be more volatile and carry more risk than some other forms of investment. The price of securities and derivatives may rise or fall because of economic or political changes. Security and derivative prices in general may decline over short or even extended periods of time. Market prices of securities and derivatives in broad market segments may be adversely affected by price trends in commodities, interest rates, exchange rates or other factors wholly unrelated to the value or condition of an issuer.


·

Option Writing Risk :  If a put or call option purchased by the Fund were permitted to expire without being sold or exercised, the Fund would lose the entire premium it paid for the option.  The risk involved in writing a put option is that there could be a decrease in the market value of the underlying future, security, currency or other asset.  If this occurred, the option could be exercised and the underlying future, security, currency or other asset would then be sold to the Fund at a higher price than its current market value.  The risk involved in writing a call option is that there could be an increase in the market value of the underlying future, security, currency or other asset.  If this occurred, the option could be exercised and the underlying future, security, currency or other asset would then be sold by the Fund at a lower price than its current market value.


·

Portfolio Turnover Risk:  A higher portfolio turnover will result in higher transactional and brokerage costs.



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·

Short Position Risk :   The Fund’s long positions could decline in value at the same time that the value of the short positions increase, thereby increasing the Fund’s overall potential for loss. The Fund’s short positions may result in a loss if the price of the short position instruments rise and it costs more to replace the short positions. In contrast to the Fund’s long positions, for which the risk of loss is typically limited to the amount invested, the potential loss on the Fund’s short positions is unlimited.  Market factors may prevent the Fund from closing out a short position at the most desirable time or at a favorable price.


·

Small and Medium Capitalization Risk:  Small or medium capitalization companies may have limited product lines, markets or financial resources, and they may be dependent on a limited management group.  Securities of smaller companies may be subject to more abrupt or erratic market movements than those of larger, more established companies or the market averages in general.


·

Sovereign Debt Risk:  The issuer of the foreign debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due, and the Fund may have limited recourse in the event of a default.  The market prices of sovereign debt, and the Fund’s net asset value, may be more volatile than prices of U.S. debt obligations and certain emerging markets may encounter difficulties in servicing their debt obligations.


·

Underlying Funds Risk:   The Fund invests in investment companies, including ETFs and mutual funds (“Underlying Funds”).  As a result, your cost of investing in the Fund will be higher than the cost of investing directly in investment companies and may be higher than other investment companies that invest directly in stocks and bonds. You will indirectly bear fees and expenses charged by the Underlying Funds in addition to the Fund’s direct fees and expenses. When the Fund invests in Underlying Funds that use margin, leverage, short sales and other forms of financial derivatives, such as options and futures, an investment in the Fund may be more volatile than investments in other mutual funds.  Short sales are speculative investments and will cause the Fund to lose money if the value of a security sold short by the Underlying Fund in which the Fund invests, does not go down as the Underlying Fund manager expects.  Additional risks of investing in investment companies are described below:


o

Expense Risk :  The Fund invests in Underlying Funds.  As a result, your cost of investing in the Fund will be higher than the cost of investing directly in an investment company and may be higher than other mutual funds that invest directly in stocks and bonds. You will indirectly bear fees and expenses charged by the Underlying Funds in addition to the Fund’s direct fees and expenses.


o

Leveraging Risk: The use of leverage by the Underlying Funds, such as borrowing money to purchase securities, engaging in reverse repurchase agreements, lending portfolio securities and engaging in forward commitment transactions, will magnify the Underlying Fund’s gains or losses. During periods in which an Underlying Fund is utilizing financial leverage, the fees that are payable to its Adviser as a percentage of the Underlying Fund’s assets may be higher than if the Underlying Fund did not use leverage, because the fees are calculated as a



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percentage of the Underlying Fund’s assets, including those purchased with leverage.


o

Management Risk:  When the Fund invests in Underlying Funds there is a risk that the investment advisers of those Underlying Funds may make investment decisions that are detrimental to the performance of the Fund.


o

Mutual Fund Risk:   The strategy of investing in Underlying Funds that are mutual funds could affect the timing, amount and character of distributions to you and therefore may increase the amount of taxes you pay.  In addition, certain prohibitions on the acquisition of mutual fund shares by the Fund may prevent the Fund from allocating its investments in the manner the Adviser considers optimal. The Fund intends to purchase mutual funds that are either no-load or waive the sales load for purchases made by the Fund.  The Fund will not purchase mutual funds that charge a sales load upon redemption, but the Fund may purchase mutual funds that have an early redemption fee.  In the event that a mutual fund charges a redemption fee, then you will indirectly bear the expense by investing in the Fund.  Mutual funds whose shares are purchased by the Fund will be obligated to redeem shares held by the Fund only in an amount up to 1% of the mutual fund’s outstanding shares during any period of less than 30 days. Shares held by the Fund in excess of 1% of a mutual fund’s outstanding shares therefore, may be considered not readily marketable securities, which together with other such securities, may not exceed 15% of the Fund’s total assets.  When the Fund focuses its investments in certain mutual funds, the Fund’s portfolio will have a risk profile for such investments that will correspond to that of such mutual funds and Management Risk, described above, increases proportionately.


o

Net Asset Value and Market Price Risk:  The market value of the closed-end shares may differ from their net asset value. This difference in price may be due to the fact that the supply and demand in the market for fund shares at any point in time is not always identical to the supply and demand in the market for the underlying basket of securities. Accordingly, there may be times when shares trades at a premium or discount to net asset value.


o

Strategies Risk:  Each Underlying Fund is subject to specific risks, depending on the nature of the fund. These risks could include liquidity risk, sector risk, and foreign currency risk, as well as risks associated with fixed income securities and commodities.


·

U.S. Government Obligations Risk: U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. government and generally have negligible credit risk. Securities issued or guaranteed by federal agencies or authorities and U.S. government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. government.  The Fund may be subject to such risk to the extent it invests in securities issued or guaranteed by federal agencies or authorities and U.S. government-sponsored instrumentalities or enterprises.


Temporary Investments:  To respond to adverse market, economic, political or other conditions, the Fund may invest 100% of its total assets, without limitation, in high-quality short-term debt securities and money market instruments.  These short-term debt securities and money market instruments include: shares of money market mutual funds, commercial paper,



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certificates of deposit, bankers’ acceptances, U.S. Government securities and repurchase agreements.  While the Fund is in a defensive position, the opportunity to achieve its investment objective will be limited.  Furthermore, to the extent that the Fund invests in money market mutual funds for cash positions, there will be some duplication of expenses because the Fund pays its pro-rata portion of such money market funds’ advisory fees and operational fees.  The Fund may also invest a substantial portion of its assets in such instruments at any time to maintain liquidity or pending selection of investments in accordance with its policies.


Portfolio Holdings Disclosure:   A description of the Fund’s policies regarding the release of portfolio holdings information is available in the Fund’s Statement of Additional Information.   


MANAGEMENT


Investment Adviser:  Persimmon Capital Management, LP, 1777 Sentry Parkway West, Gwynedd Hall, Suite 102, Blue Bell, PA 19422, serves as investment adviser to the Fund.  Subject to the authority of the Board of Trustees, the Adviser is responsible for management of the Fund’s investment portfolio directly and through the Sub-Advisers.  The Adviser is responsible for selecting the Fund’s Sub-Advisers and assuring that investments are made according to the Fund’s investment objective, policies and restrictions.  The Adviser was established in 1998 for the purpose of advising individuals and institutions.  As of August 30, 2012, the adviser had approximately $220 million in assets under management.  


Pursuant to an advisory agreement between the Fund and the Adviser, the Adviser is entitled to receive, on a monthly basis, an annual advisory fee equal to 2.50% of the Fund’s average daily net assets.  The Adviser pays the Fund’s Sub-Advisers out of the fee it receives from the Fund.  The Adviser has contractually agreed to waive management fees and to make payments to limit Fund expenses, until January 31, 2014 so that the total annual operating expenses (exclusive of any taxes, short selling expenses, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, indirect expenses, expenses of other investment companies in which the Fund may invest, or extraordinary expenses such as litigation) of the Fund do not exceed 3.24% of average daily net assets attributable to Class A shares, 3.99% of average daily net assets attributable to Class C shares and 2.99% of average daily net assets attributable to Class I shares.  These fee waivers and expense reimbursements are subject to possible recoupment from the Fund in future years on a rolling three-year basis (within the three years after the fees have been waived or reimbursed) if such recoupment can be achieved within the foregoing expense limits.  This agreement may be terminated only by the Fund’s Board of Trustees, on 60 days’ written notice to the Adviser.  A discussion regarding the basis for the Board of Trustees’ approval of the advisory and sub-advisory agreements will be available in the Fund’s annual or semi-annual report to shareholders.    


Investment Sub-Advisers :  The investment advisers described below may serve as Sub-Advisers to the Fund for the portion of Fund assets allocated to them for management by the Adviser.


Caerus Global Investors, LLC (“Caerus”) is an SEC registered investment advisory firm located at 712 Fifth Avenue, 19 th Floor, New York, NY 10019.  Caerus’ investment team manages a fundamentally-based long/short U.S. equity strategy focused on equities in consumer-related sectors such as consumer discretionary, consumer staples, consumer technology, agriculture, home building, transportation, and media.  The team attempts to generate alpha on each individual position in both their long book and their short book by taking advantage of constant change in consumer preferences, spending patterns, fashion and fads, and by taking long



15

 

 




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positions in strong companies benefitting from these changes and short positions in weaker companies being hurt by these changes. The strategy has a minimum market cap threshold of $250 million for companies in which it invests in, placing an emphasis on mid and large-cap companies.  Caerus is generally expected to run a small long market bias, but may vary between long and short depending on market conditions.   Caerus was founded in 2009 and currently has approximately $223 million in assets under management as a firm (as of 9/30/2012), all of which is in this strategy.   


Inflection Partners LLC (“Inflection”) is an SEC registered investment advisory firm located at 388 Market Street, Suite 1300, San Francisco, CA 94111.  Inflection’s investment team manages a fundamentally-based long/short U.S. equity strategy that seeks to generate significant absolute returns in technology, media and telecommunications companies.  The team’s approach is to develop a “variant perception” or a differentiated point of view from the market consensus viewpoint that they believe is not properly reflected in the market valuation of the company.  Furthermore, they attempt to identify a catalyst that may signal a change in sentiment to help move the valuation of portfolio companies closer to their estimate of true intrinsic value.  Long investments are approached from a growth at a reasonable price (“GARP”) perspective while shorts are focused on flawed/broken business plans, pairs against longs, and short-term catalysts.   Inflection is willing to invest in companies of all market capitalizations but tend to emphasize small and mid-cap companies.  Inflection is generally expected to run a small long market bias, but may vary between long and short depending on market conditions.    Inflection was founded in 2004 and currently manages approximately $42 million as a firm (as of 9/30/2012), all of which is in this strategy.  


ISF Management, LLC (“ISF”) is an SEC registered investment advisory firm located at 767 Third Avenue, 39 th Floor, New York, NY 10017.  ISF is a bottom-up fundamental long/short equity manager with a value bias that can invest both long and short in companies across all market capitalizations, primarily in companies listed in the U.S.  The ISF team looks to take advantage of situations in which company variables are unidentified, misread or not yet understood leading to a stock becoming mispriced.  In their process, ISF utilizes their proprietary Economic Cash Flow (ECF) valuation analysis to create what they believe is a more accurate estimate of a company’s unlevered recurring cash flow.  The ISF strategy is typically managed with a relatively concentrated portfolio (generally 25-30 positions), with relatively low gross exposure (generally under 120%,) and a long bias in net exposure (generally 30-60% net long).  ISF currently manages approximately $113 million as a firm (as of 9/30/2012), all of which is in this strategy. 


M.A. Weatherbie & Co., Inc . (“Weatherbie”) is an SEC registered investment advisory firm located at 256 Franklin Street, Suite 1601, Boston, MA 02110.  Weatherbie’s investment team manages a fundamentally-based long/short U.S. equity strategy focused on small and mid-cap growth stocks that relies on Weatherbie’s extensive background in small and mid-cap investing.  The investment team seeks outperform the major market indices on a long term risk-adjusted basis with lower correlation to and lower volatility than the major market indices and minimal leverage.   Their strategy is expected to have a long bias.  Weatherbie’s investment team seeks to achieve positive returns on both long and short positions.  Founded in 1995, Weatherbie currently manages approximately $959 million in total firm assets, $57 million of which is in this strategy (as of 8/31/2012). 


Open Field Capital LLC (“Open Field”) is an SEC registered investment advisory firm located at 1140 Avenue of the Americas, 9 th Floor, New York, NY 10036.  Open Field’s investment team manages a fundamentally-based long/short U.S. equity strategy that seeks to capture alpha



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from the market dislocations that can result when rapid technological innovation occurs in a marketplace.  Open Field employs a top-down approach that seeks to identify emerging leaders and losers within a broad spectrum of rapidly evolving technology sub-sectors by identifying “megatrends” and  then analyzing individual stocks, managing risk, and trading equities that best express the megatrend  themes. Open Field currently manages approximately $74 million in assets as a firm, approximately $17 million of which are in this strategy (as of 9/30/2012).  Founded in 2003, Open Field has an extensive background in investing in technology stocks, and uses their expertise in Late Stage Venture investing to help them gain valuable insight into the megatrends occurring in the technology marketplace and to identify early on the emerging companies and technologies that could reshape the technology sectors.  Each of the four founding members of Open Field has over 16 years of investment and industry experience, and have worked together for over 15 years, and also comprise its Investment Committee.


Sonica Capital, LLC (“Sonica”) is an SEC registered investment advisory firm located at 400 Madison Avenue, 17 th Floor, New York, NY 10017.  Sonica’s investment team focuses on mid- and large-capitalization equities of companies within the US consumer, technology, media and telecommunications (TMT) and industrials sectors.  Employing a research-based process, Sonica generally takes long positions in “good” companies that are priced at a discount to their estimate of their intermediate earnings power and short positions in “bad” companies priced at a premium to Sonica’s estimate of their intermediate earnings power.   Sonica categorizes a company as “good” or “bad” based on its assessment of the company’s return on investment (primarily ROE), balance sheet, the consistency of its earnings history and the quality of its management team.  Sonica’s management team uses a quantitative system with both a bottom-up and a top-down approach.  Position sizes are adjusted to reflect changes in company fundamentals, the broader market setup and the team’s conviction.  Every position is monitored and analyzed in real time.  Sonica currently manages approximately $55 million as a firm (as of 9/30/2012), all of which is in this strategy.  


Turner Investments, LP (“Turner”) is an SEC registered investment advisory firm located at 1205 Westlakes Drive, Suite 100, Berwyn, PA 19312.  Turner is a fundamental growth-oriented equity manager that manages a variety of long/short equity strategies, including the Global Resources & Infrastructure strategy that will be used in the Fund.  In the strategy, the Turner team invests both long and short in resource and infrastructure related sectors such as energy, materials and utilities.  Turner looks to buy companies that it believes have sustainable and improving earnings that are gaining market share and undergoing significant positive change; it looks to short companies that it believes exhibit declining fundamentals, structural problems or declining competitive positions.  Turner currently manages approximately $150 million in the strategy and $11.6 billion as a firm (as of 9/30/12).


Portfolio Managers : The Fund is managed on a day to day basis by the portfolio manager(s) listed below. The SAI provides additional information about each portfolio manager’s compensation, other accounts managed by the portfolio manager, and the portfolio manager’s ownership in the Fund.




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[PROS006.GIF]



Investment Adviser

Portfolio Manager

Experience over the last 5 years

Persimmon Capital Management, LP

Greg Horn

Portfolio Manager of the Fund since inception; President and CEO of the Adviser since 1998; Chief Investment Officer at Ashbridge Capital Management from 1992 to 1998.

Todd Dawes

Portfolio Manager of the Fund since inception; Senior Vice President and Partner of the Adviser since 2006; Director of Research at ADVISORport from 2003 to 2005 and member of ADVISORport investment research team starting in 1999.

Shawn Gibson

Portfolio Manager of the Fund since inception; Senior Vice President and Partner of the Adviser since 2011.  President of Gibson Volatility Management from 2009 to 2011; Partner at Park Ridge Asset Management from 2008-2009; Director of Alternative Investments at BB&T Asset Management from 2006 to 2008.



Sub-Adviser(s)

Portfolio Manager

Experience over the last 5 years

Caerus Global Investors, LLC

Ward Davis

Portfolio Manager of the Fund since inception; co-founder and Portfolio Manager of Caerus since 2009; co-founder and Co-Portfolio Manager at Trivium Capital Management (a long/short equity hedge fund) from 2002 to 2008;.  Managing Director at Chilton Investment Company from 1998 to 2002; Senior Consumer Equity Analyst at Zweig-DiMenna from 1996 to 1998; and Vice President of Equity Research at Massachusetts Financial Services from 1993 to 1996.

Brian Agnew

Portfolio Manager of the Fund since inception; Co-Portfolio Manager of Caerus since 2009; Portfolio Manager for the JP Morgan Proprietary Equities Fund from 2007 to 2008; Executive Director at Stadia from 2004 to 2007; Senior Consumer Analyst at Galleon from 2002 to 2003; and Associate at Morgan Stanley from 1993 to 2001.

 

 

 



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Inflection Partners LLC

Dave Sherry (CFA)

Portfolio Manager of the Fund since inception; founder and Managing Director of Inflection since 2004; Prior to 2004, a Manager of the Communications and Technology Strategy at EGM (a long/short equity hedge fund) from 2000 to 2003; fund manager at Partech International from 1997 to 2000; fund manager at LGT Asset Management (formerly GT Capital) from 1993-1997; Analyst at the Franklin Templeton Group from 1992 to 1993.

Jack Andrews

Portfolio Manager of the Fund since inception; founder and Principal of Inflection since 2004; Equity Research Analyst at JP Morgan (formerly Hambrecht & Quist) from 1999 to 2002; Research Associate at Salomon Smith Barney from 1998 to 1999; and Analyst at CS First Boston from 1992 to 1996.

 

 

 

ISF Management, LLC

Matthew Shefler

Portfolio Manager of the Fund since inception; Founder, Investment Manager of ISF since 2000; Securities Analyst at Mackay Shields from 1995 to 2000, Securities Analyst at Neuberger Berman from 1993 to 1995, and Securities Analyst at Alliance Capital Management from 1989 to 1993.

 

 

 

M.A. Weatherbie & Co., Inc.

George Dai (Ph.D.)

Portfolio Manager of the Fund since inception; Co-Lead Manager of Weatherbie since 2006 and member of Weatherbie investment team since 2001.

Mark Militello (CFA)

Portfolio Manager of the Fund since inception; Co-Lead Manager of Weatherbie since 2006 and member of Weatherbie investment team since 1998.

Daniel Brazeau (CFA)

Portfolio Manager of the Fund since inception; Manager of Weatherbie since 2006 and member of Weatherbie investment team since 2004.

Joshua Bennett (CFA)

Portfolio Manager of the Fund since inception; Manager of Weatherbie since 2007.

 

 

 

Open Field Capital LLC

Marc Weiss

Portfolio Manager of the Fund since inception; Chief Investment Officer of Open Field since 2003.

James Stableford

Portfolio Manager of the Fund since inception; Director of Portfolios of Open Field since 2003.

 

 

 

Sonica Capital, LLC

Alex Fodor

Portfolio Manager of the Fund since inception; founder, Managing Member and Chief Investment Officer of Sonica since 2008; head of research, investment and coverage of consumer equities at Izara Capital Management from 2005 to 2008; Analyst at Eagle Capital Partners L.P., a global value equity firm from 2004 to 2005; Associate Analyst in equity research at UBS AG from 2001 to 2004. Associate Analyst in equity research at ING Barings LLC from 1999 to 2001.

 

 

 



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[PROS006.GIF]




Turner Investments, LP

Donald Smith (CFA)

Co-Portfolio Manager of the Fund since inception; Portfolio Manager and Global Security Analyst at Turner since 2003; Portfolio Manager and Global Security Analyst at Delaware Investment Advisors from 1999 to 2003; Portfolio Manager and Global Security Analyst at Polaris Service from 1998 to 1999; and Portfolio Manager and Global Security Analyst at Miller, Anderson and Sherrerd, LLP from 1997 to 1998.

Joshua Kohn (CFA)

Co-Portfolio Manager of the Fund since inception; Portfolio Manager and Global Security Analyst at Turner since 2010; Portfolio Manager and Global Security Analyst at GCore Capital Management from 2008 to 2010; Portfolio Manager and Global Security Analyst at George Weiss Associates from 2001 to 2008.


Prior Performance of Similarly Managed Sub-Adviser Funds


The Sub-Advisers below have previously managed a fund with substantially similar objectives and strategies as they will use to manage the portion of the Fund's assets allocated to them. You should not consider the past performance of the funds as indicative of the future performance of the Fund.


The following tables set forth performance data relating to the historical performance of each similarly managed fund, which represents all of the accounts and funds managed by each sub-adviser for the periods indicated that have investment objectives, policies, strategies and risks substantially similar to those employed by each sub-adviser in the management of its allocated portion of the Fund. The data, which has been provided by each Sub-Adviser, is provided to illustrate the past performance of the Sub-Advisers in managing a fund with substantially similar investment strategies, as measured against the S&P 500 ® Index and does not represent the performance of the Fund. The funds are not subject to the same types of expenses to which the Fund is subject nor to the diversification requirements, specific tax restrictions and investment limitations imposed on the Fund by the Investment Company Act of 1940, as amended (the “1940 Act”), or Subchapter M of the IRS Code. Consequently, the performance results for each Sub-Adviser's fund could have been adversely affected if the funds had been regulated as investment companies under the federal securities laws. The method used to calculate each fund's performance differs from the Securities and Exchange Commission's standardized method of calculating performance, and may produce different results.


The performance presented below for the similarly managed funds is shown on both a gross and net basis. The gross performance results do not reflect the deduction of management fees and other charges applicable to the similarly managed funds. The net performance results are net of standard management and performance fees for the similarly managed funds. Results include the reinvestment of dividends and capital gains.  Returns from cash and cash equivalents in the similarly managed funds are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.  The similarly managed funds were valued on a monthly basis, which differs from the SEC return calculation method that employs daily valuation.   




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Caerus Global Investors, LLC


The chart below shows the annualized historical performance of the Caerus Global Master Fund, Ltd., a private investment fund managed by Caerus (“Caerus Global Fund”). The Caerus Global Fund has a 2.00% management fee and a 20% performance fee.  



For the Periods Ending 10/31/12

Caerus Global Fund - Gross

Caerus Global Fund – Net of Class A Expenses and Load

Caerus Global Fund – Net of Class A Expenses and Load Waived

Caerus Global Fund – Net of Class I Expenses

S&P 500 Index (w/dividends) (1)

1 Year

2.28

-0.99

-0.99

-0.74

15.21

3 Years

5.80

2.42

2.42

2.68

13.21

Since Inception (2)

8.22

3.17

4.77

5.03

16.13

(1)

The S&P 500 Index (with dividends reinvested) consists of 500 stocks chosen for their market size, liquidity and industry group representation.  It is a market value-weighted index and one of the most widely-used benchmarks for U.S. stock performance.  Investors cannot invest directly in an index, and index figures do not reflect any deduction for fees, expenses or taxes.

(2)

The inception date for the Caerus Global Fund was July 1, 2009.


Inflection Partner’s LLC


The chart below shows the annualized historical performance of the Inflection Partners Fund, LP, a private investment fund managed by Inflection (“Inflection Partners Fund”).   The Inflection Partners Fund has a 1.50% management fee and a 20% performance fee.  



For the Periods Ending 10/31/12

Inflection Partners Fund - Gross

Inflection Partners Fund – Net of Class A Expenses and Load

Inflection Partners Fund – Net of Class A Expenses and Load Waived

Inflection Partners Fund – Net of Class I Expenses

S&P 500 Index (w/dividends) (1)

1 Year

3.34

0.04

0.04

0.29

15.21

3 Years

9.42

5.93

5.93

6.20

13.21

5 Years

5.54

2.18

2.18

2.43

0.36

Since Inception (2)

9.79

5.59

6.28

6.55

4.11

(1)

The S&P 500 Index (with dividends reinvested) consists of 500 stocks chosen for their market size, liquidity and industry group representation.  It is a market value-weighted index and one of the most widely-used benchmarks for U.S. stock performance.  Investors cannot invest directly in an index, and index figures do not reflect any deduction for fees, expenses or taxes.

(2)

The inception date for the Inflection Partners Fund was January 2005.


ISF Management, LLC


The chart below shows the annualized historical performance of the Investment Strategies Fund, LP, a private investment fund managed by ISF (“Investment Strategies Fund”).   The Investment Strategies Fund has a 1.00% management fee and a 20% performance fee.  



For the Periods Ending 10/31/12

Investment Strategies Fund - Gross

Investment Strategies Fund – Net of Class A Expenses and Load

Investment Strategies Fund – Net of Class A Expenses and Load Waived

Investment Strategies Fund – Net of Class I Expenses

S&P 500 Index (w/dividends) (1)



21




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1 Year

5.81

2.43

2.43

2.69

15.21

3 Years

10.30

6.78

6.78

7.05

13.21

Since Inception (2)

6.81%

2.21

3.40%

3.66%

2.44

(1)

The S&P 500 Index (with dividends reinvested) consists of 500 stocks chosen for their market size, liquidity and industry group representation.  It is a market value-weighted index and one of the most widely-used benchmarks for U.S. stock performance.  Investors cannot invest directly in an index, and index figures do not reflect any deduction for fees, expenses or taxes.

(2)

The inception date for the Investment Strategies Fund was August 1, 2000.



M.A. Weatherbie & Co., Inc.


The chart below shows the annualized historical performance of the Weatherbie Long/Short Fund, LP, a private investment fund managed by Weatherbie (“Weatherbie Long/Short Fund”). The Weatherbie Long/Short Fund has a 1.00% management fee and a 20% performance fee.    


For the Periods Ending 10/31/12

Weatherbie Long/Short Fund - Gross

Weatherbie Long/Short Fund – Net of Class A Expenses and Load

Weatherbie Long/Short Fund – Net of Class A Expenses and Load Waived

Weatherbie Long/Short Fund – Net of Class I Expenses

S&P 500 Index (w/dividends) (1)

1 Year

6.69

3.29

3.29

3.55

15.21

3 Years

10.62

7.08

7.08

7.35

13.21

5 Years

8.27

4.81

4.81

5.07

0.36

Since Inception (2)

11.52

7.09

7.96

8.23

3.88

(1)

The S&P 500 Index (with dividends reinvested) consists of 500 stocks chosen for their market size, liquidity and industry group representation.  It is a market value-weighted index and one of the most widely-used benchmarks for U.S. stock performance.  Investors cannot invest directly in an index, and index figures do not reflect any deduction for fees, expenses or taxes.

(2)

The inception date for the Weatherbie Long/Short Fund was July 1, 2006.


Open Field Capital LLC


The chart below shows the annualized historical performance of the Open Field Investors Master Fund (Cayman) Fund, LP (1) , a private investment fund managed by Open Field (“Open Field Investors Fund”).   The Open Field Investors Fund has a 1.5% management fee and a 20% performance fee.  


For the Periods Ending 10/31/12

Open Field Investors Fund - Gross

Open Field Investors Fund – Net of Class A Expenses and Load

Open Field Investors Fund – Net of Class A Expenses and Load Waived

Open Field Investors Fund – Net of Class I Expenses

S&P 500 Index (w/dividends) (2)

1 Year

1.5

-1.74

-1.74

-1.49

15.21

3 Years

17.46

13.71

13.71

13.99

13.21

5 Years

11.03

7.49

7.49

7.76

0.36

Since Inception (3)

13.33

9.07

9.71

9.99

4.69

(1)

The information labeled 'Fund' reflects details associated with Open Field Investors Master Fund (Cayman) L.P. ("Fund"), and is provided for informational purposes only.  Open Field Investors LP (“Domestic Fund”) commenced operations on February 1, 2004.  On December 1, 2010, the Fund was launched, Open Field Investors (Cayman) Limited (“Offshore Fund) commenced operations, and the Domestic Fund became one of two feeder funds in a master-feeder structure with all subsequent investments being made at the master level and in the Fund.  As a result, on December 1, 2010, the performance of the Domestic Fund became attributed to the Fund. Since the Domestic Fund’s inception the same individuals who manage the Fund’s investment decisions, managed the Domestic Fund’s investment decisions and were primarily responsible for achieving the Domestic Fund’s performance results.  The Fund has an identical investment objective and investment strategies to that of the Domestic Fund and its investments are managed in the same manner as for the Domestic Fund.  



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(2)

The S&P 500 Index (with dividends reinvested) consists of 500 stocks chosen for their market size, liquidity and industry group representation.  It is a market value-weighted index and one of the most widely-used benchmarks for U.S. stock performance.  Investors cannot invest directly in an index, and index figures do not reflect any deduction for fees, expenses or taxes.

(3)

The inception date for the Open Field Investors Fund was February 1, 2004.




Turner Investments, LP


The chart below shows the annualized historical performance of the Turner Global Resource and Infrastructure, LP, a private investment fund managed by Turner (“Turner Global Resources and Infrastructure Fund”).   The Turner Global Resources and Infrastructure Fund has a 1.00% management fee and a 20% performance fee.  


For the Periods Ending 10/31/12

Turner Global Resource & Infrastructure Fund - Gross

Turner Global Resource & Infrastructure Fund – Net of Class A Expenses and Load

Turner Global Resource & Infrastructure Fund – Net of Class A Expenses and Load Waived

Turner Global Resource & Infrastructure Fund – Net of Class I Expenses

S&P 500 Index (w/dividends) (1)

1 Year

1.87

-1.38

-1.38

-1.14

15.21

3 Years

7.36

3.93

3.93

4.19

13.21

Since Inception (2)

6.87

2.08

3.46

3.72

14.82

(1)

The S&P 500 Index (with dividends reinvested) consists of 500 stocks chosen for their market size, liquidity and industry group representation.  It is a market value-weighted index and one of the most widely-used benchmarks for U.S. stock performance.  Investors cannot invest directly in an index, and index figures do not reflect any deduction for fees, expenses or taxes.

(2)

The inception date for the Turner Global Resources and Infrastructure Fund was January 1, 2009.


HOW SHARES ARE PRICED


The net asset value (“NAV”) and offering price (NAV plus any applicable sales charges) of each class of shares is determined at 4:00 p.m. (Eastern Time) on each day the New York Stock Exchange (“NYSE”) is open for business.  The NYSE is closed on weekends and New Year’s Day, Martin Luther King, Jr. Day, Washington’s Birthday, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.  

NAV is computed by determining, on a per class basis, the aggregate market value of all assets of the Fund, less its liabilities, divided by the total number of shares outstanding ((assets-liabilities)/number of shares = NAV).  The NAV takes into account, on a per class basis, the expenses and fees of the Fund, including management, administration, and distribution fees, which are accrued daily.  The determination of NAV for a share class for a particular day is applicable to all applications for the purchase of shares, as well as all requests for the redemption of shares, received by the Fund (or an authorized broker or agent, or its authorized designee) before the close of trading on the NYSE on that day.

Generally, the Fund’s securities are valued each day at the last quoted sales price on each security’s primary exchange. Securities traded or dealt in upon one or more securities exchanges (whether domestic or foreign) for which market quotations are readily available and not subject to restrictions against resale shall be valued at the last quoted sales price on the primary exchange or, in the absence of a sale on the primary exchange, at the last bid on the primary exchange. Securities primarily traded in the National Association of Securities Dealers’ Automated Quotation System (“NASDAQ”) National Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price.  If market



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quotations are not readily available, securities will be valued at their fair market value as determined in good faith by the adviser in accordance with procedures approved by the Board and evaluated by the Board as to the reliability of the fair value method used.  In these cases, the Fund’s NAV will reflect certain portfolio securities’ fair value rather than their market price.  Fair value pricing involves subjective judgments and it is possible that the fair value determined for a security is materially different than the value that could be realized upon the sale of that security. The fair value prices can differ from market prices when they become available or when a price becomes available.

The Fund may use independent pricing services to assist in calculating the value of the Fund’s securities.  In addition, market prices for foreign securities are not determined at the same time of day as the NAV for the Fund.  Because the Fund may invest in Underlying Funds which hold portfolio securities primarily listed on foreign exchanges, and these exchanges may trade on weekends or other days when the Underlying Funds do not price their shares, the value of some of the Fund’s portfolio securities may change on days when you may not be able to buy or sell Fund shares.  In computing the NAV, the Fund values foreign securities held by the Fund at the latest closing price on the exchange in which they are traded immediately prior to closing of the NYSE.  Prices of foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates.  If events materially affecting the value of a security in the Fund’s portfolio, particularly foreign securities, occur after the close of trading on a foreign market but before the Fund prices its shares, the security will be valued at fair value.  For example, if trading in a portfolio security is halted and does not resume before the Fund calculates its NAV, the adviser may need to price the security using the Fund’s fair value pricing guidelines. Without a fair value price, short-term traders could take advantage of the arbitrage opportunity and dilute the NAV of long-term investors. Fair valuation of the Fund’s portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of the Fund’s NAV by short term traders.  The determination of fair value involves subjective judgments.  As a result, using fair value to price a security may result in a price materially different from the prices used by other mutual funds to determine net asset value, or from the price that may be realized upon the actual sale of the security.

With respect to any portion of the Fund’s assets that are invested in one or more open-end management investment companies registered under the 1940 Act, each Fund’s net asset value is calculated based upon the net asset values of those open-end management investment companies, and the prospectuses for these companies explain the circumstances under which those companies will use fair value pricing and the effects of using fair value pricing.


SHARE CLASSES

This Prospectus describes three classes of shares offered by the Fund: Class A, Class C and Class I.  The Fund offers these three classes of shares so that you can choose the class that best suits your investment needs.  Refer to the information below so that you can choose the class that best suits your investment needs.  The main differences between each class are sales charges, ongoing fees and minimum investment.  For information on ongoing distribution fees, see Distribution Fees on page 32 of this Prospectus.  Each class of shares in the Fund represents interest in the same portfolio of investments within the Fund.  There is no investment minimum on reinvested distributions and the Fund may change investment minimums at any time.  The Fund reserves the right to waive sales charges, as described below.  The Fu nd and the Adviser may each waive investment minimums at their individual discretion.


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Factors to Consider When Choosing a Share Class  

When deciding which class of shares of the Fund to purchase, you should consider your investment goals, present and future amounts you may invest in the Fund, and the length of time you intend to hold your shares.  To help you make a determination as to which class of shares to buy, please refer back to the examples of the Fund's expenses over time in the Fees and Expenses of the Fund section for the Fund in this Prospectus.  You also may wish to consult with your financial adviser for advice with regard to which share class would be most appropriate for you.

Class A Shares

Class A shares are offered at their public offering price, which is NAV plus the applicable sales charge and is subject to 12b-1 distribution fees of up to 0.25% of the average daily net assets of Class A shares.  The minimum initial investment in Class A shares of the Fund is $2,500 for all accounts.  The minimum subsequent investment in Class A shares of the Fund is $100 for all accounts. A 5.00% sales charge applies to your purchase of Class A shares of the Fund. There are no sales charges on reinvested distributions.  

Amount Invested

Sales Charge as a % of Offering Price

Sales Charge as a % of Amount Invested

Dealer Reallowance

Less than $50,000

5.00%

5.26%

4.50%

$50,000 but less than $100,000

4.50%

4.71%

4.00%

$100,000 but less than $250,000

3.50%

3.63%

3.00%

$250,000 but less than $500,000

2.50%

2.56%

2.25%

$500,000 but less than $750,000

2.25%

2.30%

2.00%

$750,000 but less than $1,000,000

1.75%

1.78%

1.50%

$1,000,000 and above

0.00%

0.00%

0.00%

Sales Charge Waivers

The sales charge on purchases of Class A shares is waived for certain types of investors, including:

·

Current and retired directors and officers of the Fund sponsored by the adviser or any of its subsidiaries, their families ( e.g. , spouse, children, mother or father) and any purchases referred through the adviser.

·

Employees of the adviser and their families, or any full-time employee or registered representative of the distributor or of broker-dealers having dealer agreements with the distributor (a “Selling Broker”) and their immediate families (or any trust, pension, profit sharing or other benefit plan for the benefit of such persons).


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[PROS006.GIF]


·

Any full-time employee of a bank, savings and loan, credit union or other financial institution that utilizes a Selling Broker to clear purchases of the fund's shares and their immediate families.

·

Participants in certain “wrap-fee” or asset allocation programs or other fee-based arrangements sponsored by broker-dealers and other financial institutions that have entered into agreements with the distributor.

·

Clients of financial intermediaries that have entered into arrangements with the distributor providing for the shares to be used in particular investment products made available to such clients and for which such registered investment advisors may charge a separate fee.

·

Institutional investors (which may include bank trust departments and registered investment advisors).

·

Any accounts established on behalf of registered investment advisors or their clients by broker-dealers that charge a transaction fee and that have entered into agreements with the distributor.

·

Separate accounts used to fund certain unregistered variable annuity contracts or Section 403(b) or 401(a) or (k) accounts.

·

Employer-sponsored retirement or benefit plans with total plan assets in excess of $5 million where the plan's investments in the Fund are part of an omnibus account.  A minimum initial investment of $1 million in the Fund is required.  The distributor in its sole discretion may waive these minimum dollar requirements.

The Fund does not waive sales charges for the reinvestment of proceeds from the sale of shares of a different fund where those shares were subject to a front-end sales charge (sometimes called an “NAV transfer”).

Class C Shares

Class C shares of the Fund are offered at their NAV without an initial sales charge.  This means that 100% of your initial investment is placed into shares of the Fund.  Class C shares pay up to 1.00% on an annualized basis of the average daily net assets as reimbursement or compensation for service and distribution-related activities with respect to the Fund and/or shareholder services.  Over time, fees paid under this distribution and service plan will increase the cost of a Class C shareholder's investment and may cost more than other types of sales charges. While the Fund’s Class C shares do not have an initial sales charge, purchases are be subject to a 1.00% contingent deferred sales charge ("CDSC") of the purchase price on shares redeemed during the first twelve months after their purchase. The minimum initial investment in the Class C shares is $2,500 and the minimum subsequent investment is $100.  

Class I Shares

Class I shares of the Fund are sold at NAV without an initial sales charge and are not subject to 12b-1 distribution fees, but have a higher minimum initial investment than Class A and Class C shares.  This means that 100% of your initial investment is placed into shares of the Fund.  Class I shares require a minimum initial investment of $100,000 and the minimum subsequent investment is $100.


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HOW TO PURCHASE SHARES  

You may purchase shares of the Fund by sending a completed application form to the following address:

via Regular Mail


PERSIMMON LONG/SHORT FUND

c/o Gemini Fund Services, LLC

PO Box 541150

Omaha, Nebraska  68154-1150

or Overnight Mail


PERSIMMON LONG/SHORT FUND

c/o Gemini Fund Services, LLC

17605 Wright Street, Suite 2

Omaha, Nebraska  68130

The USA PATRIOT Act requires financial institutions, including the Fund, to adopt certain policies and programs to prevent money-laundering activities, including procedures to verify the identity of customers opening new accounts.  As requested on the Application, you should supply your full name, date of birth, social security number and permanent street address.  Mailing addresses containing a P.O. Box will not be accepted.  This information will assist the Fund in verifying your identity.  Until such verification is made, the Fund may temporarily limit additional share purchases.  In addition, the Fund may limit additional share purchases or close an account if it is unable to verify a shareholder’s identity.  As required by law, the Fund may employ various procedures, such as comparing the information to fraud databases or requesting additional information or documentation from you, to ensure that the information supplied by you is correct.


Purchase through Brokers:   You may invest in the Fund through brokers or agents who have entered into selling agreements with the Fund’s distributor.  The brokers and agents are authorized to receive purchase and redemption orders on behalf of the Fund.  The Fund will be deemed to have received a purchase or redemption order when an authorized broker or its designee receives the order.  The broker or agent may set their own initial and subsequent investment minimums.  You may be charged a fee if you use a broker or agent to buy or redeem shares of the Fund.  Finally, various servicing agents use procedures and impose restrictions that may be in addition to, or different from those applicable to investors purchasing shares directly from the Fund.  You should carefully read the program materials provided to you by your servicing agent.


Purchase by Wire:   If you wish to wire money to make an investment in the Fund, please call the Fund at 1- 855 - 233 - 8300 for wiring instructions and to notify the Fund that a wire transfer is coming.  Any commercial bank can transfer same-day funds via wire. The Fund will normally accept wired funds for investment on the day received if they are received by the Fund’s designated bank before the close of regular trading on the NYSE. Your bank may charge you a fee for wiring same-day funds.


Automatic Investment Plan:   You may participate in the Fund’s Automatic Investment Plan, an investment plan that automatically moves money from your bank account and invests it in the Fund through the use of electronic funds transfers or automatic bank drafts.  You may elect to make subsequent investments by transfers of a minimum of $100 on specified days of each month into your established Fund account.  Please contact the Fund at 1-855-233-8300 for more information about the Fund’s Automatic Investment Plan.



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The Fund, however, reserves the right, in its sole discretion, to reject any application to purchase shares.  Applications will not be accepted unless they are accompanied by a check drawn on a U.S. bank, thrift institutions, or credit union in U.S. funds for the full amount of the shares to be purchased.  After you open an account, you may purchase additional shares by sending a check together with written instructions stating the name(s) on the account and the account number, to the above address.  Make all checks payable to “Persimmon Long/Short Fund.”  The Fund will not accept payment in cash, including cashier’s checks or money orders.  Also, to prevent check fraud, the Fund will not accept third party checks, U.S. Treasury checks, credit card checks or starter checks for the purchase of shares.


Note:   Gemini Fund Services, LLC, the Fund’s transfer agent, will charge a $ 25 fee against a shareholder ’s account, in addition to any loss sustained by the Fund, for any check returned to the transfer agent for insufficient funds.


When Order is Processed:   All shares will be purchased at the NAV per share (plus applicable sales charges, if any) next determined after the Fund receives your application or request in good order.  All requests received in good order by the Fund before 4:00 p.m. (Eastern Time) will be processed on that same day.  Requests received after 4:00 p.m. will be processed on the next business day.


Good Order :  When making a purchase request, make sure your request is in good order.  “Good order” means your purchase request includes:

·

 the name of the Fund and share class

·

 the dollar amount of shares to be purchased

·

 a completed purchase application or investment stub

check payable to the “Persimmon Long/Short Fund”


Retirement Plans:   You may purchase shares of the Fund for your individual retirement plans.  Please call the Fund at 1-855-233-8300 for the most current listing and appropriate disclosure documentation on how to open a retirement account.


HOW TO REDEEM SHARES


Redeeming Shares:   You may redeem all or any portion of the shares credited to your account by submitting a written request for redemption to:  


via Regular Mail


PERSIMMON LONG/SHORT FUND

c/o Gemini Fund Services, LLC

PO Box 541150

Omaha, Nebraska  68154-1150

or Overnight Mail


PERSIMMON LONG/SHORT FUND

c/o Gemini Fund Services, LLC

17605 Wright Street, Suite 2

Omaha, Nebraska  68130


Redemptions by Telephone :   The telephone redemption privilege is automatically available to all new accounts except retirement accounts.  If you do not want the telephone redemption privilege, you must indicate this in the appropriate area on your account application or you must write to the Fund and instruct it to remove this privilege from your account.  



28

 

 




[PROS006.GIF]



The proceeds will be sent by mail to the address designated on your account or wired directly to your existing account in a bank or brokerage firm in the United States as designated on your application.  To redeem by telephone, call 1-855-233-8300 .  The redemption proceeds normally will be sent by mail or by wire within three business days after receipt of your telephone instructions.  IRA accounts are not redeemable by telephone.


The Fund reserves the right to suspend the telephone redemption privileges with respect to your account if the name(s) or the address on the account has been changed within the previous 30 days.  Neither the Fund, the transfer agent, nor their respective affiliates will be liable for complying with telephone instructions they reasonably believe to be genuine or for any loss, damage, cost or expenses in acting on such telephone instructions and you will be required to bear the risk of any such loss.  The Fund or the transfer agent, or both, will employ reasonable procedures to determine that telephone instructions are genuine.  If the Fund and/or the transfer agent do not employ these procedures, they may be liable to you for losses due to unauthorized or fraudulent instructions.  These procedures may include, among others, requiring forms of personal identification prior to acting upon telephone instructions, providing written confirmation of the transactions and/or tape recording telephone instructions.


Redemptions through Broker:   If shares of the Fund are held by a broker-dealer, financial institution or other servicing agent, you must contact that servicing agent to redeem shares of the Fund.  The servicing agent may charge a fee for this service.


Redemptions by Wire :   You may request that your redemption proceeds be wired directly to your bank account. The Fund’s transfer agent imposes a $15 fee for each wire redemption and deducts the fee directly from your account. Your bank may also impose a fee for the incoming wire.


Automatic Withdrawal Plan:  If your individual accounts, IRA or other qualified plan account have a current account value of at least $10,000, you may participate in the Fund’s Automatic Withdrawal Plan, an investment plan that automatically moves money to your bank account from the Fund through the use of electronic funds transfers.  You may elect to make subsequent withdrawals by transfers of a minimum of $100 on specified days of each month into your established bank account.  Please contact the Fund at 1-855-233-8300 for more information about the Fund’s Automatic Withdrawal Plan.


Redemptions in Kind:   The Fund reserves the right to honor requests for redemption or repurchase orders by making payment in whole or in part in readily marketable securities (“redemption in kind”) if the amount is greater than the lesser of $250,000 or 1% of the Fund’s assets.  The securities will be chosen by the Fund and valued under the Fund’s net asset value procedures.  A shareholder will be exposed to market risk until these securities are converted to cash and may incur transaction expenses in converting these securities to cash.


When Redemptions are Sent:   Once the Fund receives your redemption request in “good order” as described below, it will issue a check based on the next determined NAV following your redemption request.  The redemption proceeds normally will be sent by mail or by wire within three business days after receipt of a request in “good order.”  If you purchase shares using a check and soon after request a redemption, your redemption proceeds will not be sent


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[PROS006.GIF]


until the check used for your purchase has cleared your bank (usually within 10 days of the purchase date).


Good Order:   Your redemption request will be processed if it is in “good order.”  To be in good order, the following conditions must be satisfied:  

·

·

The request should be in writing, unless redeeming by telephone, indicating the number of shares or dollar amount to be redeemed;

·

·

The request must identify your account number;

·

·

The request should be signed by you and any other person listed on the account, exactly as the shares are registered; and

·

·

If you request that the redemption proceeds be sent to a person, bank or an address other than that of record or paid to someone other than the record owner(s), or if the address was changed within the last 30 days, or if the proceeds of a requested redemption exceed $50,000, the signature(s) on the request must be medallion signature guaranteed by an eligible signature guarantor.


When You Need Medallion Signature Guarantees:   If you wish to change the bank or brokerage account that you have designated on your account, you may do so at any time by writing to the Fund with your signature guaranteed.  A medallion signature guarantee assures that a signature is genuine and protects you from unauthorized account transfers.  You will need your signature guaranteed if:


·

you request a redemption to be made payable to a person not on record with the Fund;

·

you request that a redemption be mailed to an address other than that on record with the Fund;

·

the proceeds of a requested redemption exceed $50,000;

·

any redemption is transmitted by federal wire transfer to a bank other than the bank of record; or

·

your address was changed within 30 days of your redemption request.


Signatures may be guaranteed by any eligible guarantor institution (including banks, brokers and dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations).  Further documentation will be required to change the designated account if shares are held by a corporation, fiduciary or other organization.  A notary public cannot guarantee signatures.


Retirement Plans:   If you own an IRA or other retirement plan, you must indicate on your redemption request whether the Fund should withhold federal income tax.  Unless you elect in your redemption request that you do not want to have federal tax withheld, the redemption will be subject to withholding.


Low Balances:   If at any time your account balance in the Fund falls below $250, the Fund may notify you that, unless the account is brought up to at least $250 within 60 days of the notice; your account could be closed.  After the notice period, the Fund may redeem all of your shares


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and close your account by sending you a check to the address of record.  Your account will not be closed if the account balance drops below $250 due to a decline in NAV.  


FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES


The Fund discourages and does not accommodate market timing. Frequent trading into and out of the Fund can harm all Fund shareholders by disrupting the Fund’s investment strategies, increasing Fund expenses, decreasing tax efficiency and diluting the value of shares held by long-term shareholders. The Fund is designed for long-term investors and is not intended for market timing or other disruptive trading activities. Accordingly, the Fund’s Board has approved policies that seek to curb these disruptive activities while recognizing that shareholders may have a legitimate need to adjust their Fund investments as their financial needs or circumstances change. The Fund currently uses several methods to reduce the risk of market timing. These methods include, but are not limited to:

·

Committing staff to review, on a continuing basis, recent trading activity in order to identify trading activity that may be contrary to the Fund’s Market Timing Trading Policy; and

·

Assessing a 1% redemption fee for shares sold within 60 days.

Though these methods involve judgments that are inherently subjective and involve some selectivity in their application, the Fund seeks to make judgments and applications that are consistent with the interests of the Fund’s shareholders.

Based on the frequency of redemptions in your account, the Adviser or transfer agent may in its sole discretion determine that your trading activity is detrimental to the Fund as described in the Fund’s Market Timing Trading Policy and elect to (i) reject or limit the amount, number, frequency or method for requesting future purchases into the Fund and/or (ii) reject or limit the amount, number, frequency or method for requesting future exchanges or redemptions out of the Fund.

The Fund reserves the right to reject or restrict purchase requests for any reason, particularly when the shareholder’s trading activity suggests that the shareholder may be engaged in market timing or other disruptive trading activities. Neither the Fund nor the Adviser will be liable for any losses resulting from rejected purchase orders. The Adviser may also bar an investor who has violated these policies (and the investor’s financial advisor) from opening new accounts with the Fund.

Although the Fund attempts to limit disruptive trading activities, some investors use a variety of strategies to hide their identities and their trading practices. There can be no guarantee that the Fund will be able to identify or limit these activities. Omnibus account arrangements are common forms of holding shares of the Fund.  While the Fund will encourage financial intermediaries to apply the Fund’s Market Timing Trading Policy to their customers who invest indirectly in the Fund, the Fund is limited in its ability to monitor the trading activity or enforce the Fund’s Market Timing Trading Policy with respect to customers of financial intermediaries. For example, should it occur, the Fund may not be able to detect market timing that may be facilitated by financial intermediaries or made difficult to identify in the omnibus accounts used by those intermediaries for aggregated purchases, exchanges and redemptions on behalf of all their customers. More specifically, unless the financial intermediaries have the ability to apply the Fund’s Market Timing Trading Policy to their customers through such methods as implementing short-term trading limitations or restrictions and monitoring trading activity for what might be market timing, the Fund may not be able to determine whether trading by customers of financial intermediaries is contrary to the Fund’s Market Timing Trading Policy. Brokers maintaining omnibus accounts with the Fund have agreed to provide shareholder transaction information to the extent known to the broker to



31

 

 




[PROS006.GIF]


the Fund upon request. If the Fund or its transfer agent or shareholder servicing agent suspects there is market timing activity in the account, the Fund will seek full cooperation from the service provider maintaining the account to identify the underlying participant. At the request of the Adviser, the service providers may take immediate action to stop any further short-term trading by such participants.


TAX STATUS, DIVIDENDS AND DISTRIBUTIONS


Any sale or exchange of the Fund’s shares may generate tax liability (unless you are a tax-exempt investor or your investment is in a qualified retirement account).  When you redeem your shares you may realize a taxable gain or loss.  This is measured by the difference between the proceeds of the sale and the tax basis for the shares you sold.  (To aid in computing your tax basis, you generally should retain your account statements for the period that you hold shares in the Fund.)


The Fund intends to distribute substantially all of its net investment income and net capital gains annually in December.  Both distributions will be reinvested in shares of the Fund unless you elect to receive cash.  Dividends from net investment income (including any excess of net short-term capital gain over net long-term capital loss) are taxable to investors as ordinary income, while distributions of net capital gain (the excess of net long-term capital gain over net short-term capital loss) are generally taxable as long-term capital gain, regardless of your holding period for the shares.  Any dividends or capital gain distributions you receive from the Fund will normally be taxable to you when made, regardless of whether you reinvest dividends or capital gain distributions or receive them in cash.  Certain dividends or distributions declared in October, November or December will be taxed to shareholders as if received in December if they are paid during the following January.  Each year the Fund will inform you of the amount and type of your distributions.  IRAs and other qualified retirement plans are exempt from federal income taxation until retirement proceeds are paid out to the participant.


Your redemptions, including exchanges, may result in a capital gain or loss for federal tax purposes.  A capital gain or loss on your investment is the difference between the cost of your shares, including any sales charges, and the amount you receive when you sell them.


On the account application, you will be asked to certify that your social security number or taxpayer identification number is correct and that you are not subject to backup withholding for failing to report income to the IRS.  If you are subject to backup withholding or you did not certify your taxpayer identification number, the IRS requires the Fund to withhold a percentage of any dividend, redemption or exchange proceeds.  The Fund reserves the right to reject any application that does not include a certified social security or taxpayer identification number.  If you do not have a social security number, you should indicate on the purchase form that your application to obtain a number is pending.  The Fund is required to withhold taxes if a number is not delivered to the Fund within seven days.


This summary is not intended to be and should not be construed to be legal or tax advice.  You should consult your own tax advisors to determine the tax consequences of owning the Fund’s shares.


DISTRIBUTION OF SHARES




32

 

 




[PROS006.GIF]


Distributor:   Northern Lights Distributors, LLC, 17605 Wright Street, Omaha, Nebraska 68130, is the distributor for the shares of the Fund.  Northern Lights Distributors, LLC is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”).  Shares of the Fund are offered on a continuous basis.


Distribution Fees:   The Fund has adopted a Distribution Plan (“12b-1 Plan” or “Plan”), for the Class A shares and Class C shares, pursuant to which the Fund pays the Fund’s distributor an annual fee for distribution and shareholder servicing expenses of 0.25%% of the Fund’s average daily net assets attributable to the Class A shares and 1.00% of the Fund’s average daily net assets attributable to the Class C shares.


The Fund’s distributor and other entities are paid under the Plan for services provided and the expenses borne by the distributor and others in the distribution of Fund shares, including the payment of commissions for sales of the shares and incentive compensation to and expenses of dealers and others who engage in or support distribution of shares or who service shareholder accounts, including overhead and telephone expenses; printing and distribution of prospectuses and reports used in connection with the offering of the Fund’s shares to other than current shareholders; and preparation, printing and distribution of sales literature and advertising materials.  In addition, the distributor or other entities may utilize fees paid pursuant to the Plan to compensate dealers or other entities for their opportunity costs in advancing such amounts, which compensation would be in the form of a carrying charge on any un-reimbursed expenses.


Additional Compensation to Financial Intermediaries:   The Fund’s distributor, its affiliates, and the Fund’s adviser and its affiliates may, at their own expense and out of their own assets including their legitimate profits from Fund-related activities, provide additional cash payments to financial intermediaries who sell shares of the Fund or assist in the marketing of the Fund.  Financial intermediaries include brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others.  These payments may be in addition to the Rule 12b-1 fees and any sales charges that are disclosed elsewhere in this Prospectus.  These payments are generally made to financial intermediaries that provide shareholder or administrative services, or marketing support.  Marketing support may include access to sales meetings, sales representatives and financial intermediary management representatives, inclusion of the Fund on a sales list, including a preferred or select sales list, or other sales programs.  These payments also may be made as an expense reimbursement in cases where the financial intermediary provides shareholder services to Fund shareholders.  The distributor may, from time to time, provide promotional incentives to certain investment firms.  Such incentives may, at the distributor’s discretion, be limited to investment firms who allow their individual selling representatives to participate in such additional compensation.

Householding:   To reduce expenses, the Fund mails only one copy of a Prospectus and each annual and semi-annual report to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents, please call the Fund at 1-855-233-8300 on days the Fund is open for business or contact your financial institution.  The Fund will begin sending you individual copies thirty days after receiving your request.

FINANCIAL HIGHLIGHTS


Because the Fund has only recently commenced investment operations, no financial highlights are available for the Fund at this time.  In the future, financial highlights will be presented in this section of the Prospectus.

 



33

 

 




[PROS006.GIF]



PRIVACY NOTICE

FACTS

WHAT DOES NORTHERN LIGHTS FUND TRUST III DO WITH YOUR PERSONAL

INFORMATION?

  

 

Why?

Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

  

  

What?

    The types of personal information we collect and share depend on the product or service you have with us. This information can include:

§ Social Security number

§ Purchase History

§ Assets

§ Account Balances

§ Retirement Assets

§ Account Transactions

§ Transaction History

§ Wire Transfer Instructions

§ Checking Account Information


  When you are no longer our customer, we continue to share your information as described in this notice.

 

 

 

How?

All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons Northern Lights Fund Trust III chooses to share; and whether you can limit this sharing.

  

  

  

  

Reasons we can share your personal information

Does Northern Lights Fund Trust III share?

Can you limit this sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

Yes

No

For our marketing purposes –

to offer our products and services to you

No

We don't share

For joint marketing with other financial companies

No

We don't share

For our affiliates' everyday business purposes –

information about your transactions and experiences

No

We don't share

For our affiliates' everyday business purposes –

information about your creditworthiness

No

We don't share

For nonaffiliates to market to you

No

We don't share

  

  



34




[PROS006.GIF]




Questions?

Call (402) 493-4603

 

 

 Who we are

Who is providing this notice?

Northern Lights Fund Trust III

What we do

How does Northern Lights Fund Trust III protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.


Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.

How does Northern Lights Fund Trust III collect my personal information?

We collect your personal information, for example, when you

§ Open an account

§ Provide account information

§ Give us your contact information

§ Make deposits or withdrawals from your account

§ Make a wire transfer

§ Tell us where to send the money

§ Tells us who receives the money

§ Show your government-issued ID

§ Show your driver's license

We also collect your personal information from other companies.

Why can't I limit all sharing?

Federal law gives you the right to limit only

   Sharing for affiliates' everyday business purposes information about your creditworthiness

   Affiliates from using your information to market to you

   Sharing for nonaffiliates to market to you


       State laws and individual companies may give you additional rights to limit sharing.

Definitions

Affiliates

   Companies related by common ownership or control. They can be financial and nonfinancial companies.

§  Northern Lights Fund Trust III does not share with our affiliates.

Nonaffiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies

§ Northern Lights Fund Trust III does not share with nonaffiliates so they can market to you.

Joint marketing

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

§ Northern Lights Fund Trust III does not jointly market.



35

 

 




[PROS006.GIF]


ADDITIONAL INFORMATION

PERSIMMON LONG/SHORT FUND

Adviser

Persimmon Capital Management, LP

1777 Sentry Parkway West

Gwynedd Hall, Suite 102

Blue Bell, PA 19422

Distributor

Northern Lights Distributors, LLC

17605 Wright Street

Omaha, NE   68130

Independent Registered Public Accountant

EisnerAmper, LLP

750 Third Avenue

New York, NY 10017

Legal Counsel

Thompson Hine LLP

41 S. High Street, Suite 1700

Columbus, OH  43215

Custodian

Union Bank, N.A.

350 California Street, Suite 600

San Francisco, CA 94104

Transfer Agent

Gemini Fund Services, LLC
17605 Wright Street, Suite 2

Omaha, NE   68130


Additional information about the Fund is included in the Fund’s Statement of Additional Information dated December 17, 2012.  The SAI is incorporated into this Prospectus by reference (i.e., legally made a part of this Prospectus).  The SAI provides more details about the Fund’s policies and management.  Additional information about the Fund’s investments will also be available in the Fund’s Annual and Semi-Annual Reports to Shareholders.  In the Fund’s Annual Report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year or fiscal period.


To obtain a free copy of the SAI and, when issued, the Annual and Semi-Annual Reports to Shareholders, or other information about the Fund, or to make shareholder inquiries about the Fund, please call 1-855-233-8300 or visit www.persimmonfunds.com .  You may also write to:


PERSIMMON LONG/SHORT FUND

c/o Gemini Fund Services, LLC

17605 Wright Street, Suite 2

Omaha, Nebraska 68130


You may review and obtain copies of the Fund’s information at the SEC Public Reference Room in Washington, D.C.  Please call 1-202-551-8090 for information relating to the operation of the Public Reference Room.  Reports and other information about the Fund are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov.  Copies of the information may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing the Public Reference Section, Securities and Exchange Commission, Washington, D.C. 20549-1520.


Investment Company Act File # 811-22655





 


[SAI003.GIF]


Persimmon Long/Short Fund

a series of Northern Lights Fund Trust III


Class

A

Shares

LSEAX

Class

C

Shares

LSECX

Class

I

Shares

LSEIX





STATEMENT OF ADDITIONAL INFORMATION


December 17, 2012



This Statement of Additional Information ("SAI") is not a Prospectus and should be read in conjunction with the Prospectus of the Persimmon Long/Short Fund (the "Fund") dated December 17, 2012, which is incorporated by reference into this SAI (i.e., legally made a part of this SAI).  Copies may be obtained without charge by contacting the Fund's Transfer Agent, Gemini Fund Services, LLC, 17605 Wright Street, Suite 2, Omaha, Nebraska 68130 or by calling 1-855-233-8300.   You may also obtain a prospectus by visiting the Fund's website at www.persimmonfunds.com.    





1



[SAI005.GIF]


TABLE OF CONTENTS


 

THE FUND

3

INVESTMENTS AND RISKS

4

PORTFOLIO TURNOVER

32

INVESTMENT RESTRICTIONS

33

INVESTMENT ADVISER AND SUB-ADVISERS

35

PORTFOLIO MANAGERS

36

ALLOCATION OF BROKERAGE

42

POLICIES AND PROCEDURES FOR DISCLOSURE OF PORTFOLIO HOLDINGS

43

OTHER SERVICE PROVIDERS

45

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

47

LEGAL COUNSEL

47

DISTRIBUTOR

47

DESCRIPTION OF SHARES

49

CODE OF ETHICS

50

PROXY VOTING POLICIES

50

PURCHASE, REDEMPTION AND PRICING OF FUND SHARES

51

TAX STATUS

53

ANTI-MONEY LAUNDERING PROGRAM

59

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

60

MANAGEMENT

60

FINANCIAL STATEMENTS

66

APPENDIX A

A-





2



[SAI005.GIF]


THE FUND



The Persimmon Long/Short Fund is a diversified series of Northern Lights Fund Trust III, a Delaware statutory trust organized on December 5, 2011 (the "Trust").  The Trust is registered as an open-end management investment company.  The Trust is governed by its Board of Trustees (the "Board" or "Trustees").  


The Fund may issue an unlimited number of shares of beneficial interest.  All shares of the Fund have equal rights and privileges.  Each share of the Fund is entitled to one vote on all matters as to which shares are entitled to vote.  In addition, each share of the Fund is entitled to participate equally with other shares, on a class-specific basis, (i) in dividends and distributions declared by the Fund and (ii) on liquidation to its proportionate share of the assets remaining after satisfaction of outstanding liabilities.  Shares of the Fund are fully paid, non-assessable and fully transferable when issued and have no pre-emptive, conversion or exchange rights.  Fractional shares have proportionately the same rights, including voting rights, as are provided for a full share.


Persimmon Capital Management, LP (the "Adviser") is the Fund's investment adviser. The Fund's investment objectives, restrictions and policies are more fully described here and in the Prospectus.  The Board may start other series and offer shares of a new fund under the Trust at any time.


The Fund offers three classes of shares:  Class A shares, Class C shares and Class I shares.  Each share class represents an interest in the same assets of the Fund, has the same rights and is identical in all material respects except that (i) each class of shares may be subject to different (or no) sales loads; (ii) each class of shares may bear different (or no) distribution fees; (iii) each class of shares may have different shareholder features, such as minimum investment amounts; (iv) certain other class-specific expenses will be borne solely by the class to which such expenses are attributable, including transfer agent fees attributable to a specific class of shares, printing and postage expenses related to preparing and distributing materials to current shareholders of a specific class, registration fees paid by a specific class of shares, the expenses of administrative personnel and services required to support the shareholders of a specific class, litigation or other legal expenses relating to a class of shares, Trustees' fees or expenses paid as a result of issues relating to a specific class of shares and accounting fees and expenses relating to a specific class of shares and (v) each class has exclusive voting rights with respect to matters relating to its own distribution arrangements.  The Board of Trustees may classify and reclassify the shares of the Fund into additional classes of shares at a future date.  


Under the Trust's Agreement and Declaration of Trust, each Trustee will continue in office until the termination of the Trust or his/her earlier death, incapacity, resignation or removal.  Shareholders can remove a Trustee to the extent provided by the Investment Company Act of 1940, as amended (the "1940 Act") and the rules and regulations promulgated thereunder.  Vacancies may be filled by a majority of the



3



[SAI005.GIF]


remaining Trustees, except insofar as the 1940 Act may require the election by shareholders.  As a result, normally no annual or regular meetings of shareholders will be held unless matters arise requiring a vote of shareholders under the Agreement and Declaration of Trust or the 1940 Act.


INVESTMENTS AND RISKS


 

The investment objective of the Fund and the descriptions of the Fund's principal investment strategies are set forth under "Investment Objective, Principal Investment Strategies, Related Risks" in the Prospectus.  The Fund's investment objective is not fundamental and may be changed by the Fund’s Board of Trustees upon 60  days’ written notice to shareholders.


The following pages contain more detailed information about the types of instruments in which the Fund may invest, strategies the Adviser may employ in pursuit of the Fund's investment objective and a summary of related risks.


Equity Securities


Equity securities in which the Fund invests include common stocks, preferred stocks and securities convertible into common stocks, such as convertible bonds, warrants, rights, options, partnership interests and other investment companies including ETFs, ADRs, EDRs and GDRs . The value of equity securities varies in response to many factors, including the activities and financial condition of individual companies, the business market in which individual companies compete and general market and economic conditions. Equity securities fluctuate in value, often based on factors unrelated to the value of the issuer of the securities, and such fluctuations can be significant.


Common Stock


Common stock represents an equity (ownership) interest in a company, and usually possesses voting rights and earns dividends. Dividends on common stock are not fixed but are declared at the discretion of the issuer. Common stock generally represents the riskiest investment in a company. In addition, common stock generally has the greatest appreciation and depreciation potential because increases and decreases in earnings are usually reflected in a company's stock price.


Preferred Stock


The Fund may invest in preferred stock with no minimum credit rating. Preferred stock is a class of stock having a preference over common stock as to the payment of dividends and the recovery of investment should a company be liquidated, although preferred stock is usually junior to the debt securities of the issuer. Preferred stock typically does not possess voting rights and its market value may change based on changes in interest rates.


4



[SAI005.GIF]



The fundamental risk of investing in common and preferred stock is the risk that the value of the stock might decrease. Stock values fluctuate in response to the activities of an individual company or in response to general market and/or economic conditions. Historically, common stocks have provided greater long-term returns and have entailed greater short-term risks than preferred stocks, fixed-income securities and money market investments. The market value of all securities, including common and preferred stocks, is based upon the market's perception of value and not necessarily the book value of an issuer or other objective measures of a company's worth.


Convertible Securities


The Fund may invest in convertible securities with no minimum credit rating. Convertible securities include fixed income securities that may be exchanged or converted into a predetermined number of shares of the issuer's underlying common stock at the option of the holder during a specified period. Convertible securities may take the form of convertible preferred stock, convertible bonds or debentures, units consisting of "usable" bonds and warrants or a combination of the features of several of these securities. Convertible securities are senior to common stocks in an issuer's capital structure, but are usually subordinated to similar non-convertible securities. While providing a fixed-income stream (generally higher in yield than the income derivable from common stock but lower than that afforded by a similar nonconvertible security), a convertible security also gives an investor the opportunity, through its conversion feature, to participate in the capital appreciation of the issuing company depending upon a market price advance in the convertible security's underlying common stock.


Warrants


The Fund may invest in warrants. Warrants are options to purchase common stock at a specific price (usually at a premium above the market value of the optioned common stock at issuance) valid for a specific period of time. Warrants may have a life ranging from less than one year to twenty years, or they may be perpetual. However, most warrants have expiration dates after which they are worthless. In addition, a warrant is worthless if the market price of the common stock does not exceed the warrant's exercise price during the life of the warrant. Warrants have no voting rights, pay no dividends, and have no rights with respect to the assets of the corporation issuing them. The percentage increase or decrease in the market price of the warrant may tend to be greater than the percentage increase or decrease in the market price of the optioned common stock.


Depositary Receipts


The Fund may invest in sponsored and unsponsored American Depositary Receipts ("ADRs"), which are receipts issued by an American bank or trust company evidencing ownership of underlying securities issued by a foreign issuer. ADRs, in registered form, are designed for use in U.S. securities markets. Unsponsored ADRs


5



[SAI005.GIF]


may be created without the participation of the foreign issuer. Holders of these ADRs generally bear all the costs of the ADR facility, whereas foreign issuers typically bear certain costs in a sponsored ADR. The bank or trust company depositary of an unsponsored ADR may be under no obligation to distribute shareholder communications received from the foreign issuer or to pass through voting rights. Many of the risks described below regarding foreign securities apply to investments in ADRs.


Income Trusts


The Fund may invest in income trusts which are investment trusts that hold assets that are income producing.  The income is passed on to the "unitholders."  Each income trust has an operating risk based on its underlying business.  The term may also be used to designate a legal entity, capital structure and ownership vehicle for certain assets or businesses.  Shares or "trust units" are traded on securities exchanges just like stocks.  Income is passed on to the investors, called unitholders, through monthly or quarterly distributions.  Historically, distributions have typically been higher than dividends on common stocks.  The unitholders are the beneficiaries of a trust, and their units represent their right to participate in the income and capital of the trust. Income trusts generally invest funds in assets that provide a return to the trust and its beneficiaries based on the cash flows of an underlying business.  This return is often achieved through the acquisition by the trust of equity and debt instruments, royalty interests or real properties. The trust can receive interest, royalty or lease payments from an operating entity carrying on a business, as well as dividends and a return of capital.


Each income trust has an operating risk based on its underlying business; and, typically, the higher the yield, the higher the risk. They also have additional risk factors, including, but not limited to, poorer access to debt markets.  Similar to a dividend paying stock, income trusts do not guarantee minimum distributions or even return of capital.  If the business starts to lose money, the trust can reduce or even eliminate distributions; this is usually accompanied by sharp losses in a unit's market value.  Since the yield is one of the main attractions of income trusts, there is the risk that trust units will decline in value if interest rates offering in competing markets, such as in the cash/treasury market, increase.  Interest rate risk is also present within the trusts themselves because they hold very long term capital assets (e.g. pipelines, power plants, etc.), and much of the excess distributable income is derived from a maturity (or duration) mismatch between the life of the asset, and the life of the financing associated with it.  In an increasing interest rate environment, not only does the attractiveness of trust distributions decrease, but quite possibly, the distributions may themselves decrease, leading to a double whammy of both declining yield and substantial loss of unitholder value.  Because most income is passed on to unitholders, rather than reinvested in the business, in some cases, a trust can become a wasting asset unless more equity is issued.  Because many income trusts pay out more than their net income, the unitholder equity (capital) may decline over time. To the extent that the value of the trust is driven by the deferral or reduction of tax, any change in government tax regulations to remove


6



[SAI005.GIF]


the benefit will reduce the value of the trusts.  Generally, income trusts also carry the same risks as dividend paying stocks that are traded on stock markets.


Publicly Traded Partnerships


The Fund may invest in publicly traded partnerships ("PTPs").  PTPs are limited partnerships the interests in which (known as "units") are traded on public exchanges, just like corporate stock.  PTPs are limited partnerships that provide an investor with a direct interest in a group of assets (generally, oil and gas properties).  Publicly traded partnership units typically trade publicly, like stock, and thus may provide the investor more liquidity than ordinary limited partnerships.  Publicly traded partnerships are also called master limited partnerships and public limited partnerships.  A limited partnership has one or more general partners (they may be individuals, corporations, partnerships or another entity) which manage the partnership, and limited partners, which provide capital to the partnership but have no role in its management.  When an investor buys units in a PTP, he or she becomes a limited partner.  PTPs are formed in several ways. A non-traded partnership may decide to go public.  Several non-traded partnerships may "roll up" into a single PTP.  A corporation may spin off a group of assets or part of its business into a PTP of which it is the general partner, either to realize what it believes to be the assets' full value or as an alternative to issuing debt.  A corporation may fully convert to a PTP, although since 1986 the tax consequences have made this an unappealing option; or, a newly formed company may operate as a PTP from its inception.


There are different types of risks to investing in PTPs including regulatory risks and interest rate risks.  Currently most partnerships enjoy pass through taxation of their income to partners, which avoids double taxation of earnings. If the government were to change PTP business tax structure, unitholders would not be able to enjoy the relatively high yields in the sector for long.  In addition, PTP's which charge government-regulated fees for transportation of oil and gas products through their pipelines are subject to unfavorable changes in government-approved rates and fees, which would affect a PTPs revenue stream negatively.  PTPs also carry some interest rate risks. During increases in interest rates, PTPs may not produce decent returns to shareholders.


Real Estate Investment Trusts


The Fund may invest in securities of real estate investment trusts ("REITs"). REITs are publicly traded corporations or trusts that specialize in acquiring, holding and managing residential, commercial or industrial real estate. A REIT is not taxed at the entity level on income distributed to its shareholders or unitholders if it distributes to shareholders or unitholders at least 95% of its taxable income for each taxable year and complies with regulatory requirements relating to its organization, ownership, assets and income.


REITs generally can be classified as "Equity REITs", "Mortgage REITs" and "Hybrid REITs." An Equity REIT invests the majority of its assets directly in real property


7



[SAI005.GIF]


and derives its income primarily from rents and from capital gains on real estate appreciation, which are realized through property sales. A Mortgage REIT invests the majority of its assets in real estate mortgage loans and services its income primarily from interest payments. A Hybrid REIT combines the characteristics of an Equity REIT and a Mortgage REIT. Although the Fund can invest in all three kinds of REITs, its emphasis is expected to be on investments in Equity REITs.


Investments in the real estate industry involve particular risks. The real estate industry has been subject to substantial fluctuations and declines on a local, regional and national basis in the past and may continue to be in the future. Real property values and income from real property continue to be in the future. Real property values and income from real property may decline due to general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, regulatory limitations on rents, changes in neighborhoods and in demographics, increases in market interest rates, or other factors. Factors such as these may adversely affect companies that own and operate real estate directly, companies that lend to such companies, and companies that service the real estate industry.


Investments in REITs also involve risks. Equity REITs will be affected by changes in the values of and income from the properties they own, while Mortgage REITs may be affected by the credit quality of the mortgage loans they hold. In addition, REITs are dependent on specialized management skills and on their ability to generate cash flow for operating purposes and to make distributions to shareholders or unitholders REITs may have limited diversification and are subject to risks associated with obtaining financing for real property, as well as to the risk of self-liquidation. REITs also can be adversely affected by their failure to qualify for tax-free pass-through treatment of their income under the Internal Revenue Code of 1986, as amended, or their failure to maintain an exemption from registration under the 1940 Act. By investing in REITs indirectly through a Fund, a shareholder bears not only a proportionate share of the expenses of the Fund, but also may indirectly bear similar expenses of some of the REITs in which it invests.


Fixed Income/Debt/Bond Securities


Yields on fixed income securities are dependent on a variety of factors, including the general conditions of the money market and other fixed income securities markets, the size of a particular offering, the maturity of the obligation and the rating of the issue. An investment in the Fund will be subjected to risk even if all fixed income securities in the Fund's portfolio are paid in full at maturity. All fixed income securities, including U.S. Government securities, can change in value when there is a change in interest rates or the issuer's actual or perceived creditworthiness or ability to meet its obligations.


There is normally an inverse relationship between the market value of securities sensitive to prevailing interest rates and actual changes in interest rates. In other words, an increase in interest rates produces a decrease in market value. The longer the


8



[SAI005.GIF]


remaining maturity (and duration) of a security, the greater will be the effect of interest rate changes on the market value of that security. Changes in the ability of an issuer to make payments of interest and principal and in the markets' perception of an issuer's creditworthiness will also affect the market value of the debt securities of that issuer. Obligations of issuers of fixed income securities (including municipal securities) are subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors, such as the Federal Bankruptcy Reform Act of 1978. In addition, the obligations of municipal issuers may become subject to laws enacted in the future by Congress, state legislatures, or referenda extending the time for payment of principal and/or interest, or imposing other constraints upon enforcement of such obligations or upon the ability of municipalities to levy taxes. Changes in the ability of an issuer to make payments of interest and principal and in the market's perception of an issuer's creditworthiness will also affect the market value of the debt securities of that issuer. The possibility exists, therefore, that, the ability of any issuer to pay, when due, the principal of and interest on its debt securities may become impaired.


The corporate debt securities in which the Fund may invest include corporate bonds and notes and short-term investments such as commercial paper and variable rate demand notes. Commercial paper (short-term promissory notes) is issued by companies to finance their or their affiliate's current obligations and is frequently unsecured. Variable and floating rate demand notes are unsecured obligations typically redeemable upon not more than 30 days' notice. These obligations include master demand notes that permit investment of fluctuating amounts at varying rates of interest pursuant to a direct arrangement with the issuer of the instrument. The issuer of these obligations often has the right, after a given period, to prepay the outstanding principal amount of the obligations upon a specified number of days' notice. These obligations generally are not traded, nor generally is there an established secondary market for these obligations. To the extent a demand note does not have a 7-day or shorter demand feature and there is no readily available market for the obligation, it is treated as an illiquid security.


The Fund may invest in debt securities, including non-investment grade debt securities.  The following describes some of the risks associated with fixed income debt securities:


Interest Rate Risk. Debt securities have varying levels of sensitivity to changes in interest rates. In general, the price of a debt security can fall when interest rates rise and can rise when interest rates fall. Securities with longer maturities and mortgage securities can be more sensitive to interest rate changes although they usually offer higher yields to compensate investors for the greater risks. The longer the maturity of the security, the greater the impact a change in interest rates could have on the security's price. In addition, short-term and long-term interest rates do not necessarily move in the same amount or the same direction. Short-term securities tend to react to changes in short-term interest rates and long-term securities tend to react to changes in long-term interest rates.



9



[SAI005.GIF]


Credit Risk. Fixed income securities have speculative characteristics and changes in economic conditions or other circumstances are more likely to lead to a weakened capacity of those issuers to make principal or interest payments, as compared to issuers of more highly rated securities.


Extension Risk. The Fund is subject to the risk that an issuer will exercise its right to pay principal on an obligation held by the Fund (such as mortgage-backed securities) later than expected. This may happen when there is a rise in interest rates. These events may lengthen the duration (i.e. interest rate sensitivity) and potentially reduce the value of these securities.


Prepayment Risk. Certain types of debt securities, such as mortgage-backed securities, have yield and maturity characteristics corresponding to underlying assets. Unlike traditional debt securities, which may pay a fixed rate of interest until maturity when the entire principal amount comes due, payments on certain mortgage-backed securities may include both interest and a partial payment of principal. Besides the scheduled repayment of principal, payments of principal may result from the voluntary prepayment, refinancing, or foreclosure of the underlying mortgage loans.


Securities subject to prepayment are less effective than other types of securities as a means of "locking in" attractive long-term interest rates. One reason is the need to reinvest prepayments of principal; another is the possibility of significant unscheduled prepayments resulting from declines in interest rates. These prepayments would have to be reinvested at lower rates. As a result, these securities may have less potential for capital appreciation during periods of declining interest rates than other securities of comparable maturities, although they may have a similar risk of decline in market value during periods of rising interest rates. Prepayments may also significantly shorten the effective maturities of these securities, especially during periods of declining interest rates. Conversely, during periods of rising interest rates, a reduction in prepayments may increase the effective maturities of these securities, subjecting them to a greater risk of decline in market value in response to rising interest rates than traditional debt securities, and, therefore, potentially increasing the volatility of the Fund.


At times, some of the mortgage-backed securities in which the Fund may invest will have higher than market interest rates and therefore will be purchased at a premium above their par value. Prepayments may cause losses in securities purchased at a premium, as unscheduled prepayments, which are made at par, will cause the Fund to experience a loss equal to any unamortized premium.


Certificates of Deposit and Bankers' Acceptances


Certificates of deposit are receipts issued by a depository institution in exchange for the deposit of funds. The issuer agrees to pay the amount deposited plus interest to the bearer of the receipt on the date specified on the certificate. The certificate usually can be traded in the secondary market prior to maturity.



10



[SAI005.GIF]


The Fund may invest in insured bank obligations. The Federal Deposit Insurance Corporation ("FDIC") insures the deposits of federally insured banks and savings and loan associations (collectively referred to as "banks") up to $250,000. The Fund may purchase bank obligations that are fully insured as to principal by the FDIC. Currently, to remain fully insured as to principal, these investments must be limited to $250,000 per bank; if the principal amount and accrued interest together exceed $250,000, the excess principal and accrued interest will not be insured. Insured bank obligations may have limited marketability.  


Bankers' acceptances typically arise from short-term credit arrangements designed to enable businesses to obtain funds to finance commercial transactions. Generally, an acceptance is a time draft drawn on a bank by an exporter or an importer to obtain a stated amount of funds to pay for specific merchandise. The draft is then "accepted" by a bank that, in effect, unconditionally guarantees to pay the face value of the instrument on its maturity date. The acceptance may then be held by the accepting bank as an earning asset or it may be sold in the secondary market at the going rate of discount for a specific maturity. Although maturities for acceptances can be as long as 270 days, most acceptances have maturities of six months or less.


Time Deposits and Variable Rate Notes


The Fund may invest in fixed time deposits, whether or not subject to withdrawal penalties. The commercial paper obligations, which the Fund may buy are unsecured and may include variable rate notes. The nature and terms of a variable rate note (i.e., a "Master Note") permit the Fund to invest fluctuating amounts at varying rates of interest pursuant to a direct arrangement between the Fund as Lender, and the issuer, as borrower. It permits daily changes in the amounts borrowed. The Fund has the right at any time to increase, up to the full amount stated in the note agreement, or to decrease the amount outstanding under the note. The issuer may prepay at any time and without penalty any part of or the full amount of the note. The note may or may not be backed by one or more bank letters of credit. Because these notes are direct lending arrangements between the Fund and the issuer, it is not generally contemplated that they will be traded; moreover, there is currently no secondary market for them. Except as specifically provided in the Prospectus, there is no limitation on the type of issuer from whom these notes may be purchased; however, in connection with such purchase and on an ongoing basis, the Fund's advisor will consider the earning power, cash flow and other liquidity ratios of the issuer, and its ability to pay principal and interest on demand, including a situation in which all holders of such notes made demand simultaneously. Variable rate notes are subject to the Fund's investment restriction on illiquid securities unless such notes can be put back to the issuer on demand within seven days.


Commercial Paper


The Fund may purchase commercial paper. Commercial paper consists of short-term (usually from 1 to 270 days) unsecured promissory notes issued by corporations in


11



[SAI005.GIF]


order to finance their current operations.  It may be secured by letters of credit, a surety bond or other forms of collateral.  Commercial paper is usually repaid at maturity by the issuer from the proceeds of the issuance of new commercial paper.  As a result, investment in commercial paper is subject to the risk the issuer cannot issue enough new commercial paper to satisfy its outstanding commercial paper, also known as rollover risk.  Commercial paper may become illiquid or may suffer from reduced liquidity in certain circumstances.  Like all fixed income securities, commercial paper prices are susceptible to fluctuations in interest rates.  If interest rates rise, commercial paper prices will decline.  The short-term nature of a commercial paper investment makes it less susceptible to interest rate risk than many other fixed income securities because interest rate risk typically increases as maturity lengths increase.  Commercial paper tends to yield smaller returns than longer-term corporate debt because securities with shorter maturities typically have lower effective yields than those with longer maturities.  As with all fixed income securities, there is a chance that the issuer will default on its commercial paper obligation.


Repurchase Agreements


The Fund may enter into repurchase agreements. In a repurchase agreement, an investor (such as the Fund) purchases a security (known as the "underlying security") from a securities dealer or bank. Any such dealer or bank must be deemed creditworthy by the Adviser. At that time, the bank or securities dealer agrees to repurchase the underlying security at a mutually agreed upon price on a designated future date. The repurchase price may be higher than the purchase price, the difference being income to the Fund, or the purchase and repurchase prices may be the same, with interest at an agreed upon rate due to the Fund on repurchase. In either case, the income to the Fund generally will be unrelated to the interest rate on the underlying securities. Repurchase agreements must be "fully collateralized," in that the market value of the underlying securities (including accrued interest) must at all times be equal to or greater than the repurchase price. Therefore, a repurchase agreement can be considered a loan collateralized by the underlying securities.

 

Repurchase agreements are generally for a short period of time, often less than a week, and will generally be used by the Fund to invest excess cash or as part of a temporary defensive strategy. Repurchase agreements that do not provide for payment within seven days will be treated as illiquid securities. In the event of a bankruptcy or other default by the seller of a repurchase agreement, the Fund could experience both delays in liquidating the underlying security and losses. These losses could result from: (a) possible decline in the value of the underlying security while the Fund is seeking to enforce its rights under the repurchase agreement; (b) possible reduced levels of income or lack of access to income during this period; and (c) expenses of enforcing its rights.






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[SAI005.GIF]


High Yield Securities


The Fund may invest in high yield securities.  High yield, high risk bonds are securities that are generally rated below investment grade by the primary rating agencies (BB+ or lower by S&P and Ba1 or lower by Moody's). Other terms used to describe such securities include "lower rated bonds," "non-investment grade bonds," "below investment grade bonds," and "junk bonds." These securities are considered to be high-risk investments. The risks include the following:


Greater Risk of Loss.  These securities are regarded as predominately speculative. There is a greater risk that issuers of lower rated securities will default than issuers of higher rated securities. Issuers of lower rated securities generally are less creditworthy and may be highly indebted, financially distressed, or bankrupt. These issuers are more vulnerable to real or perceived economic changes, political changes or adverse industry developments. In addition, high yield securities are frequently subordinated to the prior payment of senior indebtedness. If an issuer fails to pay principal or interest, the Fund would experience a decrease in income and a decline in the market value of its investments.


Sensitivity to Interest Rate and Economic Changes.  The income and market value of lower-rated securities may fluctuate more than higher rated securities. Although non-investment grade securities tend to be less sensitive to interest rate changes than investment grade securities, non-investment grade securities are more sensitive to short-term corporate, economic and market developments. During periods of economic uncertainty and change, the market price of the investments in lower-rated securities may be volatile. The default rate for high yield bonds tends to be cyclical, with defaults rising in periods of economic downturn. For example, in 2000, 2001 and 2002, the default rate for high yield securities was significantly higher than in the prior or subsequent years.


Valuation Difficulties.  It is often more difficult to value lower rated securities than higher rated securities. If an issuer's financial condition deteriorates, accurate financial and business information may be limited or unavailable. In addition, the lower rated investments may be thinly traded and there may be no established secondary market. Because of the lack of market pricing and current information for investments in lower rated securities, valuation of such investments is much more dependent on judgment than is the case with higher rated securities.


Liquidity.  There may be no established secondary or public market for investments in lower rated securities. Such securities are frequently traded in markets that may be relatively less liquid than the market for higher rated securities. In addition, relatively few institutional purchasers may hold a major portion of an issue of lower-rated securities at times. As a result, the Fund may be required to sell investments at substantial losses or retain them indefinitely when an issuer's financial condition is deteriorating.



13



[SAI005.GIF]


Credit Quality.  Credit quality of non-investment grade securities can change suddenly and unexpectedly, and even recently-issued credit ratings may not fully reflect the actual risks posed by a particular high-yield security.


New Legislation.  Future legislation may have a possible negative impact on the market for high yield, high risk bonds. As an example, in the late 1980's, legislation required federally-insured savings and loan associations to divest their investments in high yield, high risk bonds. New legislation, if enacted, could have a material negative effect on the Fund's investments in lower rated securities.


High yield, high risk investments may include the following:


Straight fixed-income debt securities. These include bonds and other debt obligations that bear a fixed or variable rate of interest payable at regular intervals and have a fixed or resettable maturity date. The particular terms of such securities vary and may include features such as call provisions and sinking funds.


Zero-coupon debt securities. These bear no interest obligation but are issued at a discount from their value at maturity. When held to maturity, their entire return equals the difference between their issue price and their maturity value.


Zero-fixed-coupon debt securities. These are zero-coupon debt securities that convert on a specified date to interest-bearing debt securities.


Pay-in-kind bonds. These are bonds which allow the issuer, at its option, to make current interest payments on the bonds either in cash or in additional bonds.  These are bonds sold without registration under the Securities Act of 1933, as amended ("1933 Act"), usually to a relatively small number of institutional investors.


Convertible Securities. These are bonds or preferred stock that may be converted to common stock.


Preferred Stock. These are stocks that generally pay a dividend at a specified rate and have preference over common stock in the payment of dividends and in liquidation.


Loan Participations and Assignments. These are participations in, or assignments of all or a portion of loans to corporations or to governments, including governments of less developed countries ("LDCs").


Securities issued in connection with Reorganizations and Corporate Restructurings. In connection with reorganizing or restructuring of an issuer, an issuer may issue common stock or other securities to holders of its debt securities.  The  Fund may hold such common stock and other securities even if it does not invest in such securities.



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[SAI005.GIF]


Municipal Government Obligations


In general, municipal obligations are debt obligations issued by or on behalf of states, territories and possessions of the United States (including the District of Columbia) and their political subdivisions, agencies and instrumentalities.  Municipal obligations generally include debt obligations issued to obtain funds for various public purposes.  Certain types of municipal obligations are issued in whole or in part to obtain funding for privately operated facilities or projects.  Municipal obligations include general obligation bonds, revenue bonds, industrial development bonds, notes and municipal lease obligations.  Municipal obligations also include additional obligations, the interest on which is exempt from federal income tax, that may become available in the future as long as the Board of the Fund determines that an investment in any such type of obligation is consistent with the Fund's investment objectives.  Municipal obligations may be fully or partially backed by local government, the credit of a private issuer, current or anticipated revenues from a specific project or specific assets or domestic or foreign entities providing credit support such as letters of credit, guarantees or insurance.


Bonds and Notes.  General obligation bonds are secured by the issuer's pledge of its full faith, credit and taxing power for the payment of interest and principal.  Revenue bonds are payable only from the revenues derived from a project or facility or from the proceeds of a specified revenue source.  Industrial development bonds are generally revenue bonds secured by payments from and the credit of private users.  Municipal notes are issued to meet the short-term funding requirements of state, regional and local governments.  Municipal notes include tax anticipation notes, bond anticipation notes, revenue anticipation notes, tax and revenue anticipation notes, construction loan notes, short-term discount notes, tax-exempt commercial paper, demand notes and similar instruments.


Municipal Lease Obligations.  Municipal lease obligations may take the form of a lease, an installment purchase or a conditional sales contract.  They are issued by state and local governments and authorities to acquire land, equipment and facilities, such as vehicles, telecommunications and computer equipment and other capital assets.  The Fund may invest in Underlying Funds that purchase these lease obligations directly, or it may purchase participation interests in such lease obligations (See "Participation Interests" section). States have different requirements for issuing municipal debt and issuing municipal leases.  Municipal leases are generally subject to greater risks than general obligation or revenue bonds because they usually contain a "non-appropriation" clause, which provides that the issuer is not obligated to make payments on the obligation in future years unless funds have been appropriated for this purpose each year.  Such non-appropriation clauses are required to avoid the municipal lease obligations from being treated as debt for state debt restriction purposes.  Accordingly, such obligations are subject to "non-appropriation" risk.  Municipal leases may be secured by the underlying capital asset and it may be difficult to dispose of any such asset in the event of non-appropriation or other default.



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[SAI005.GIF]


United States Government Obligations


These consist of various types of marketable securities issued by the United States Treasury, i.e., bills, notes and bonds. Such securities are direct obligations of the United States government and differ mainly in the length of their maturity. Treasury bills, the most frequently issued marketable government security, have a maturity of up to one year and are issued on a discount basis. The Fund may also invest in Treasury Inflation-Protected Securities (TIPS).  TIPS are special types of treasury bonds that were created in order to offer bond investors protection from inflation.  The values of the TIPS are automatically adjusted to the inflation rate as measured by the Consumer Price Index (CPI).  If the CPI goes up by half a percent, the value of the bond (the TIPS) would also go up by half a percent.  If the CPI falls, the value of the bond does not fall because the government guarantees that the original investment will stay the same. TIPS decline in value when real interest rates rise.  However, in certain interest rate environments, such as when real interest rates are rising faster than nominal interest rates, TIPS may experience greater losses than other fixed income securities with similar duration.


United States Government Agency Obligations


These consist of debt securities issued by agencies and instrumentalities of the United States government, including the various types of instruments currently outstanding or which may be offered in the future. Agencies include, among others, the Federal Housing Administration, Government National Mortgage Association ("GNMA"), Farmer's Home Administration, Export-Import Bank of the United States, Maritime Administration, and General Services Administration. Instrumentalities include, for example, each of the Federal Home Loan Banks, the National Bank for Cooperatives, the Federal Home Loan Mortgage Corporation ("FHLMC"), the Farm Credit Banks, the Federal National Mortgage Association ("FNMA"), and the United States Postal Service. These securities are either: (i) backed by the full faith and credit of the United States government (e.g., United States Treasury Bills); (ii) guaranteed by the United States Treasury (e.g., GNMA mortgage-backed securities); (iii) supported by the issuing agency's or instrumentality's right to borrow from the United States Treasury (e.g., FNMA Discount Notes); or (iv) supported only by the issuing agency's or instrumentality's own credit (e.g., Tennessee Valley Association).  On September 7, 2008, the U.S. Treasury Department and the Federal Housing Finance Authority (the "FHFA") announced that FNMA and FHLMC had been placed into conservatorship, a statutory process designed to stabilize a troubled institution with the objective of returning the entity to normal business operations.  The U.S. Treasury Department and the FHFA at the same time established a secured lending facility and a Secured Stock Purchase Agreement with both FNMA and FHLMC to ensure that each entity had the ability to fulfill its financial obligations.  The FHFA announced that it does not anticipate any disruption in pattern of payments or ongoing business operations of FNMA and FHLMC.



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[SAI005.GIF]


Government-related guarantors (i.e. not backed by the full faith and credit of the United States Government) include FNMA and FHLMC. FNMA is a government-sponsored corporation owned entirely by private stockholders. It is subject to general regulation by the Secretary of Housing and Urban Development. FNMA purchases conventional (i.e., not insured or guaranteed by any government agency) residential mortgages from a list of approved seller/servicers which include state and federally chartered savings and loan associations, mutual savings banks, commercial banks and credit unions and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA but are not backed by the full faith and credit of the United States Government.


FHLMC was created by Congress in 1970 for the purpose of increasing the availability of mortgage credit for residential housing. It is a government-sponsored corporation formerly owned by the twelve Federal Home Loan Banks and now owned entirely by private stockholders. FHLMC issues Participation Certificates ("PC's"), which represent interests in conventional mortgages from FHLMC's national portfolio. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but PCs are not backed by the full faith and credit of the United States Government. Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass-through pools of conventional residential mortgage loans. Such issuers may, in addition, be the originators and/or servicers of the underlying mortgage loans as well as the guarantors of the mortgage-related securities. Pools created by such nongovernmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments in the former pools. However, timely payment of interest and principal of these pools may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit. The insurance and guarantees are issued by governmental entities, private insurers and the mortgage poolers.


Mortgage Pass-Through Securities


Interests in pools of mortgage pass-through securities differ from other forms of debt securities (which normally provide periodic payments of interest in fixed amounts and the payment of principal in a lump sum at maturity or on specified call dates). Instead, mortgage pass-through securities provide monthly payments consisting of both interest and principal payments. In effect, these payments are a "pass-through" of the monthly payments made by the individual borrowers on the underlying residential mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Unscheduled payments of principal may be made if the underlying mortgage loans are repaid or refinanced or the underlying properties are foreclosed, thereby shortening the securities' weighted average life. Some mortgage pass-through securities (such as securities guaranteed by GNMA) are described as "modified pass-through securities." These securities entitle the holder to receive all interest and principal payments owed


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[SAI005.GIF]


on the mortgage pool, net of certain fees, on the scheduled payment dates regardless of whether the mortgagor actually makes the payment.


The principal governmental guarantor of mortgage pass-through securities is GNMA. GNMA is authorized to guarantee, with the full faith and credit of the U.S. Treasury, the timely payment of principal and interest on securities issued by lending institutions approved by GNMA (such as savings and loan institutions, commercial banks and mortgage bankers) and backed by pools of mortgage loans. These mortgage loans are either insured by the Federal Housing Administration or guaranteed by the Veterans Administration. A "pool" or group of such mortgage loans is assembled and after being approved by GNMA, is offered to investors through securities dealers.


Government-related guarantors of mortgage pass-through securities (i.e., not backed by the full faith and credit of the U.S. Treasury) include FNMA and FHLMC.  FNMA is a government-sponsored corporation owned entirely by private stockholders. It is subject to general regulation by the Secretary of Housing and Urban Development. FNMA purchases conventional (i.e., not insured or guaranteed by any government agency) residential mortgages from a list of approved sellers/servicers which include state and federally chartered savings and loan associations, mutual savings banks, commercial banks and credit unions and mortgage bankers. Mortgage pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA but are not backed by the full faith and credit of the U.S. Treasury.


FHLMC was created by Congress in 1970 for the purpose of increasing the availability of mortgage credit for residential housing. It is a U.S. government-sponsored corporation formerly owned by the twelve Federal Home Loan Banks and now owned entirely by private stockholders. FHLMC issues Participation Certificates ("PCs"), which represent interests in conventional mortgages from FHLMC's national portfolio. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but PCs are not backed by the full faith and credit of the U.S. Treasury.


Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass-through pools of conventional residential mortgage loans. Such issuers may, in addition, be the originators and/or servicers of the underlying mortgage loans as well as the guarantors of the mortgage pass-through securities. The Fund does not purchase interests in pools created by such non-governmental issuers.


Resets. The interest rates paid on the Adjustable Rate Mortgage Securities ("ARMs") in which the Fund may invest generally are readjusted or reset at intervals of one year or less to an increment over some predetermined interest rate index. There are two main categories of indices: those based on U.S. Treasury securities and those derived from a calculated measure, such as a cost of funds index or a moving average of mortgage rates. Commonly utilized indices include the one-year and five-year constant maturity Treasury Note rates, the three-month Treasury Bill rate, the 180-day Treasury Bill rate, rates on longer-term Treasury securities, the National Median Cost of


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[SAI005.GIF]


Funds, the one-month or three-month London Interbank Offered Rate (LIBOR), the prime rate of a specific bank, or commercial paper rates. Some indices, such as the one-year constant maturity Treasury Note rate, closely mirror changes in market interest rate levels. Others tend to lag changes in market rate levels and tend to be somewhat less volatile.


Caps and Floors. The underlying mortgages which collateralize the ARMs in which the Fund invests will frequently have caps and floors which limit the maximum amount by which the loan rate to the residential borrower may change up or down: (1) per reset or adjustment interval, and (2) over the life of the loan. Some residential mortgage loans restrict periodic adjustments by limiting changes in the borrower's monthly principal and interest payments rather than limiting interest rate changes. These payment caps may result in negative amortization. The value of mortgage securities in which the Fund invests may be affected if market interest rates rise or fall faster and farther than the allowable caps or floors on the underlying residential mortgage loans. Additionally, even though the interest rates on the underlying residential mortgages are adjustable, amortization and prepayments may occur, thereby causing the effective maturities of the mortgage securities in which the Fund invests to be shorter than the maturities stated in the underlying mortgages.


Securities of Other Investment Companies


The Fund's investments in Exchange Traded Funds ("ETFs"), mutual funds and closed-end funds involve certain additional expenses and certain tax results, which would not be present in a direct investment in the underlying fund. Due to legal limitations, the Fund will be prevented from: 1) purchasing more than 3% of an investment company's (including ETFs) outstanding shares; 2) investing more than 5% of the Fund's assets in any single such investment company, and 3) investing more than 10% of the Fund's assets in investment companies overall;  unless: (i) the underlying investment company and/or the Fund has received an order for exemptive relief from such limitations from the Securities and Exchange Commission ("SEC"); and (ii) the underlying investment company and the Fund take appropriate steps to comply with any conditions in such order. In the alternative, the Fund may rely on Rule 12d1-3, which allows unaffiliated mutual funds to exceed the 5% limitation and the 10% limitation, provided the aggregate sales loads any investor pays (i.e., the combined distribution expenses of both the acquiring fund and the acquired fund) does not exceed the limits on sales loads established by FINRA for funds of funds. In addition to ETFs, the Fund may invest in other investment companies such as open-end mutual funds or exchange-traded closed-end funds, within the limitations described above.


Closed-End Investment Companies


The Fund may invest its assets in "closed-end" investment companies (or "closed-end funds"), subject to the investment restrictions set forth above. Shares of closed-end funds are typically offered to the public in a one-time initial public offering by a group of underwriters who retain a spread or underwriting commission of between 4%


19



[SAI005.GIF]


or 6% of the initial public offering price. Such securities are then listed for trading on the New York Stock Exchange, the American Stock Exchange, the National Association of Securities Dealers Automated Quotation System (commonly known as "NASDAQ") and, in some cases, may be traded in other over-the-counter markets. Because the shares of closed-end funds cannot be redeemed upon demand to the issuer like the shares of an open-end investment company (such as the Fund), investors seek to buy and sell shares of closed-end funds in the secondary market.


The Fund generally will purchase shares of closed-end funds only in the secondary market. The Fund will incur normal brokerage costs on such purchases similar to the expenses the Fund would incur for the purchase of securities of any other type of issuer in the secondary market. The Fund may, however, also purchase securities of a closed-end fund in an initial public offering when, in the opinion of the Adviser, based on a consideration of the nature of the closed-end fund's proposed investments, the prevailing market conditions and the level of demand for such securities, they represent an attractive opportunity for growth of capital. The initial offering price typically will include a dealer spread, which may be higher than the applicable brokerage cost if the Fund purchased such securities in the secondary market.


The shares of many closed-end funds, after their initial public offering, frequently trade at a price per share, which is less than the net asset value per share, the difference representing the "market discount" of such shares. This market discount may be due in part to the investment objective of long-term appreciation, which is sought by many closed-end funds, as well as to the fact that the shares of closed-end funds are not redeemable by the holder upon demand to the issuer at the next determined net asset value but rather are subject to the principles of supply and demand in the secondary market. A relative lack of secondary market purchasers of closed-end fund shares also may contribute to such shares trading at a discount to their net asset value.


The Fund may invest in shares of closed-end funds that are trading at a discount to net asset value or at a premium to net asset value. There can be no assurance that the market discount on shares of any closed-end fund purchased by the Fund will ever decrease. In fact, it is possible that this market discount may increase and the Fund may suffer realized or unrealized capital losses due to further decline in the market price of the securities of such closed-end funds, thereby adversely affecting the net asset value of the Fund's shares. Similarly, there can be no assurance that any shares of a closed-end fund purchased by the Fund at a premium will continue to trade at a premium or that the premium will not decrease subsequent to a purchase of such shares by the Fund.


Closed-end funds may issue senior securities (including preferred stock and debt obligations) for the purpose of leveraging the closed-end fund's common shares in an attempt to enhance the current return to such closed-end fund's common shareholders. The Fund's investment in the common shares of closed-end funds that are financially leveraged may create an opportunity for greater total return on its investment, but at the


20



[SAI005.GIF]


same time may be expected to exhibit more volatility in market price and net asset value than an investment in shares of investment companies without a leveraged capital structure.


Open-end Investment Companies


The Fund and any "affiliated persons," as defined by the 1940 Act, may purchase in the aggregate only up to 3% of the total outstanding securities of any underlying fund.  Accordingly, when affiliated persons hold shares of any of the underlying fund, the Fund's ability to invest fully in shares of those funds is restricted, and the Adviser must then, in some instances, select alternative investments that would not have been its first preference.  The 1940 Act also provides that an underlying fund whose shares are purchased by the Fund will be obligated to redeem shares held by the Fund only in an amount up to 1% of the underlying fund's outstanding securities during any period of less than 30 days. Shares held by the Fund in excess of 1% of an underlying fund's outstanding securities therefore, will be considered not readily marketable securities, which, together with other such securities, may not exceed 15% of the Fund's total assets.


Under certain circumstances, an underlying fund may determine to make payment of a redemption by the Fund wholly or partly by a distribution in kind of securities from its portfolio, in lieu of cash, in conformity with the rules of the Securities and Exchange Commission ("SEC"). In such cases, the Fund may hold securities distributed by an underlying fund until the Adviser determines that it is appropriate to dispose of such securities.


Investment decisions by the investment advisers of the underlying fund(s) are made independently of the Fund and its Adviser. Therefore, the investment adviser of one underlying fund may be purchasing shares of the same issuer whose shares are being sold by the investment adviser of another such fund. The result would be an indirect expense to the Fund without accomplishing any investment purpose.


Exchange Traded Funds


ETFs are generally passive funds that track their related index and have the flexibility of trading like a security. They are managed by professionals and provide the investor with diversification, cost and tax efficiency, liquidity, marginability, are useful for hedging, have the ability to go long and short, and some provide quarterly dividends. Additionally, some ETFs are unit investment trusts (UITs).  ETFs typically have two markets. The primary market is where institutions swap "creation units" in block-multiples of, for example, 50,000 shares for in-kind securities and cash in the form of dividends. The secondary market is where individual investors can trade as little as a single share during trading hours on the exchange. This is different from open-ended mutual funds that are traded after hours once the net asset value (NAV) is calculated. ETFs share many similar risks with open-end and closed-end funds.




21



[SAI005.GIF]


Foreign Securities


General .  The Fund may invest in foreign securities and exchange traded funds ("ETFs") and other investment companies that hold a portfolio of foreign securities.  Investing in securities of foreign companies and countries involves certain considerations and risks that are not typically associated with investing in U.S. government securities and securities of domestic companies.  There may be less publicly available information about a foreign issuer than a domestic one, and foreign companies are not generally subject to uniform accounting, auditing and financial standards and requirements comparable to those applicable to U.S. companies.  There may also be less government supervision and regulation of foreign securities exchanges, brokers and listed companies than exists in the United States.  Interest and dividends paid by foreign issuers may be subject to withholding and other foreign taxes, which may decrease the net return on such investments as compared to dividends and interest paid to the Fund by domestic companies or the U.S. government.  There may be the possibility of expropriations, seizure or nationalization of foreign deposits, confiscatory taxation, political, economic or social instability or diplomatic developments that could affect assets of the Fund held in foreign countries.  Finally, the establishment of exchange controls or other foreign governmental laws or restrictions could adversely affect the payment of obligations.


To the extent the Fund's currency exchange transactions do not fully protect the Fund against adverse changes in currency exchange rates, decreases in the value of currencies of the foreign countries in which the Fund will invest relative to the U.S. dollar will result in a corresponding decrease in the U.S. dollar value of the Fund's assets denominated in those currencies (and possibly a corresponding increase in the amount of securities required to be liquidated to meet distribution requirements).  Conversely, increases in the value of currencies of the foreign countries in which the Fund invests relative to the U.S. dollar will result in a corresponding increase in the U.S. dollar value of the Fund's assets (and possibly a corresponding decrease in the amount of securities to be liquidated).


Emerging Markets Securities  


The Fund may purchase securities of emerging market issuers and ETFs and other investment companies that invest in emerging market securities.  Investing in emerging market securities imposes risks different from, or greater than, risks of investing in foreign developed countries.  These risks include: smaller market capitalization of securities markets, which may suffer periods of relative illiquidity; significant price volatility; restrictions on foreign investment; and possible repatriation of investment income and capital.  In addition, foreign investors may be required to register the proceeds of sales.  Future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization, or creation of government monopolies.  The currencies of emerging market countries may experience significant declines against the U.S. dollar, and devaluation may occur subsequent to investments in these currencies by the Fund.  Inflation and rapid


22



[SAI005.GIF]


fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries.

 

Additional risks of emerging markets securities may include: greater social, economic and political uncertainty and instability; more substantial governmental involvement in the economy; less governmental supervision and regulation; unavailability of currency hedging techniques; companies that are newly organized and small; differences in auditing and financial reporting standards, which may result in unavailability of material information about issuers; and less developed legal systems. In addition, emerging securities markets may have different clearance and settlement procedures, which may be unable to keep pace with the volume of securities transactions or otherwise make it difficult to engage in such transactions. Settlement problems may cause the Fund to miss attractive investment opportunities, hold a portion of its assets in cash pending investment, or be delayed in disposing of a portfolio security. Such a delay could result in possible liability to a purchaser of the security.


Securities Options

The Fund may purchase and write ( i.e., sell) put and call options. Such options may relate to particular securities or stock indices, and may or may not be listed on a domestic or foreign securities exchange and may or may not be issued by the Options Clearing Corporation. Options trading is a highly specialized activity that entails greater than ordinary investment risk. Options may be more volatile than the underlying instruments, and therefore, on a percentage basis, an investment in options may be subject to greater fluctuation than an investment in the underlying instruments themselves.

A call option for a particular security gives the purchaser of the option the right to buy, and the writer (seller) the obligation to sell, the underlying security at the stated exercise price at any time prior to the expiration of the option, regardless of the market price of the security. The premium paid to the writer is in consideration for undertaking the obligation under the option contract. A put option for a particular security gives the purchaser the right to sell the security at the stated exercise price at any time prior to the expiration date of the option, regardless of the market price of the security.

Stock index options are put options and call options on various stock indices. In most respects, they are identical to listed options on common stocks. The primary difference between stock options and index options occurs when index options are exercised. In the case of stock options, the underlying security, common stock, is delivered. However, upon the exercise of an index option, settlement does not occur by delivery of the securities comprising the index. The option holder who exercises the index option receives an amount of cash if the closing level of the stock index upon which the option is based is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option. This amount of cash is equal to the difference between the closing price of the stock index and the exercise price of the option expressed in dollars times a specified multiple. A stock index fluctuates with changes in


23



[SAI005.GIF]


the market value of the stocks included in the index. For example, some stock index options are based on a broad market index, such as the Standard & Poor's 500® Index or the Value Line Composite Index or a narrower market index, such as the Standard & Poor's 100®. Indices may also be based on an industry or market segment, such as the AMEX Oil and Gas Index or the Computer and Business Equipment Index. Options on stock indices are currently traded on the Chicago Board Options Exchange, the New York Stock Exchange, the American Stock Exchange, the Pacific Stock Exchange and the Philadelphia Stock Exchange.

The Fund's obligation to sell an instrument subject to a call option written by it, or to purchase an instrument subject to a put option written by it, may be terminated prior to the expiration date of the option by the Fund's execution of a closing purchase transaction, which is effected by purchasing on an exchange an option of the same series ( i.e. , same underlying instrument, exercise price and expiration date) as the option previously written. A closing purchase transaction will ordinarily be effected to realize a profit on an outstanding option, to prevent an underlying instrument from being called, to permit the sale of the underlying instrument or to permit the writing of a new option containing different terms on such underlying instrument. The cost of such a liquidation purchase plus transactions costs may be greater than the premium received upon the original option, in which event the Fund will have paid a loss in the transaction. There is no assurance that a liquid secondary market will exist for any particular option. An option writer unable to effect a closing purchase transaction will not be able to sell the underlying instrument or liquidate the assets held in a segregated account, as described below, until the option expires or the optioned instrument is delivered upon exercise. In such circumstances, the writer will be subject to the risk of market decline or appreciation in the instrument during such period.

If an option purchased by the Fund expires unexercised, the Fund realizes a loss equal to the premium paid. If the Fund enters into a closing sale transaction on an option purchased by it, the Fund will realize a gain if the premium received by the Fund on the closing transaction is more than the premium paid to purchase the option, or a loss if it is less. If an option written by the Fund expires on the stipulated expiration date or if the Fund enters into a closing purchase transaction, it will realize a gain (or loss if the cost of a closing purchase transaction exceeds the net premium received when the option is sold). If an option written by the Fund is exercised, the proceeds of the sale will be increased by the net premium originally received and the Fund will realize a gain or loss.

Certain Risks Regarding Options. There are several risks associated with transactions in options. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. In addition, a liquid secondary market for particular options, whether traded over-the-counter or on an exchange, may be absent for reasons which include the following: there may be insufficient trading interest in certain options; restrictions may be imposed by an exchange on opening transactions or closing transactions or both; trading halts,


24



[SAI005.GIF]


suspensions or other restrictions may be imposed with respect to particular classes or series of options or underlying securities or currencies; unusual or unforeseen circumstances may interrupt normal operations on an exchange; the facilities of an exchange or the Options Clearing Corporation may not at all times be adequate to handle current trading value; or one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options), in which event the secondary market on that exchange (or in that class or series of options) would cease to exist, although outstanding options that had been issued by the Options Clearing Corporation as a result of trades on that exchange would continue to be exercisable in accordance with their terms.

Successful use by the Fund of options on stock indices will be subject to the ability of the Adviser to correctly predict movements in the directions of the stock market. This requires different skills and techniques than predicting changes in the prices of individual securities. In addition, a fund's ability to effectively hedge all or a portion of the securities in its portfolio, in anticipation of or during a market decline, through transactions in put options on stock indices, depends on the degree to which price movements in the underlying index correlate with the price movements of the securities held by the Fund. Inasmuch as the Fund's securities will not duplicate the components of an index, the correlation will not be perfect. Consequently, the Fund bears the risk that the prices of its securities being hedged will not move in the same amount as the prices of its put options on the stock indices. It is also possible that there may be a negative correlation between the index and the Fund's securities that would result in a loss on both such securities and the options on stock indices acquired by the Fund.

The hours of trading for options may not conform to the hours during which the underlying securities are traded. To the extent that the options markets close before the markets for the underlying securities, significant price and rate movements can take place in the underlying markets that cannot be reflected in the options markets. The purchase of options is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The purchase of stock index options involves the risk that the premium and transaction costs paid by the Fund in purchasing an option will be lost as a result of unanticipated movements in prices of the securities comprising the stock index on which the option is based.

There is no assurance that a liquid secondary market on an options exchange will exist for any particular option, or at any particular time, and for some options no secondary market on an exchange or elsewhere may exist. If the Fund is unable to close out a call option on securities that it has written before the option is exercised, the Fund may be required to purchase the optioned securities in order to satisfy its obligation under the option to deliver such securities. If the Fund is unable to effect a closing sale transaction with respect to options on securities that it has purchased, it


25



[SAI005.GIF]


would have to exercise the option in order to realize any profit and would incur transaction costs upon the purchase and sale of the underlying securities.

Cover for Options Positions . Transactions using options (other than options that the Fund has purchased) expose the Fund to an obligation to another party. The Fund will not enter into any such transactions unless it owns either (i) an offsetting ("covered") position in securities or other options or (ii) cash or liquid securities with a value sufficient at all times to cover its potential obligations not covered as provided in (i) above. The Fund will comply with SEC guidelines regarding cover for these instruments and, if the guidelines so require, set aside cash or liquid securities in a segregated account with the Fund's custodian in the prescribed amount. Under current SEC guidelines, the Fund will segregate assets to cover transactions in which the Fund writes or sells options.

Assets used as cover or held in a segregated account cannot be sold while the position in the corresponding option is open, unless they are replaced with similar assets. As a result, the commitment of a large portion of the Fund's assets to cover or segregated accounts could impede portfolio management or the Fund's ability to meet redemption requests or other current obligations.

Options on Futures Contracts


The Fund may purchase and sell options on the same types of futures in which it may invest. Options on futures are similar to options on underlying instruments except that options on futures give the purchaser the right, in return for the premium paid, to assume a position in a futures contract (a long position if the option is a call and a short position if the option is a put), rather than to purchase or sell the futures contract, at a specified exercise price at any time during the period of the option. Upon exercise of the option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by the delivery of the accumulated balance in the writer's futures margin account which represents the amount by which the market price of the futures contract, at exercise, exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option on the futures contract. Purchasers of options who fail to exercise their options prior to the exercise date suffer a loss of the premium paid.


Dealer Options


The Fund may engage in transactions involving dealer options as well as exchange-traded options. Certain additional risks are specific to dealer options. While the Fund might look to a clearing corporation to exercise exchange-traded options, if the Fund were to purchase a dealer option it would need to rely on the dealer from which it purchased the option to perform if the option were exercised. Failure by the dealer to do so would result in the loss of the premium paid by the Fund as well as loss of the expected benefit of the transaction.




26



[SAI005.GIF]


Exchange-traded options generally have a continuous liquid market while dealer options may not. Consequently, the Fund may generally be able to realize the value of a dealer option it has purchased only by exercising or reselling the option to the dealer who issued it. Similarly, when the Fund writes a dealer option, it may generally be able to close out the option prior to its expiration only by entering into a closing purchase transaction with the dealer to whom the Fund originally wrote the option. While the Fund will seek to enter into dealer options only with dealers who will agree to and which are expected to be capable of entering into closing transactions with the Fund, there can be no assurance that the Fund will at any time be able to liquidate a dealer option at a favorable price at any time prior to expiration. Unless the Fund, as a covered dealer call option writer, is able to effect a closing purchase transaction, it will not be able to liquidate securities (or other assets) used as cover until the option expires or is exercised. In the event of insolvency of the other party, the Fund may be unable to liquidate a dealer option. With respect to options written by the Fund, the inability to enter into a closing transaction may result in material losses to the Fund. For example, because the Fund must maintain a secured position with respect to any call option on a security it writes, the Fund may not sell the assets, which it has segregated to secure the position while it is obligated under the option. This requirement may impair the Fund's ability to sell portfolio securities at a time when such sale might be advantageous.


The Staff of the SEC has taken the position that purchased dealer options are illiquid securities. The Fund may treat the cover used for written dealer options as liquid if the dealer agrees that the Fund may repurchase the dealer option it has written for a maximum price to be calculated by a predetermined formula. In such cases, the dealer option would be considered illiquid only to the extent the maximum purchase price under the formula exceeds the intrinsic value of the option. Accordingly, the Fund will treat dealer options as subject to the Fund's limitation on illiquid securities. If the SEC changes its position on the liquidity of dealer options, the Fund will change its treatment of such instruments accordingly.


Spread Transactions


The Fund may purchase covered spread options from securities dealers. These covered spread options are not presently exchange-listed or exchange-traded. The purchase of a spread option gives the Fund the right to put securities that it owns at a fixed dollar spread or fixed yield spread in relationship to another security that the Fund does not own, but which is used as a benchmark. The risk to the Fund, in addition to the risks of dealer options described above, is the cost of the premium paid as well as any transaction costs. The purchase of spread options will be used to protect the Fund against adverse changes in prevailing credit quality spreads, i.e., the yield spread between high quality and lower quality securities. This protection is provided only during the life of the spread options.





27



[SAI005.GIF]


Futures Contracts


A futures contract provides for the future sale by one party and purchase by another party of a specified amount of a specific financial instrument (e.g., units of a stock index) for a specified price, date, time and place designated at the time the contract is made. Brokerage fees are paid when a futures contract is bought or sold and margin deposits must be maintained. Entering into a contract to buy is commonly referred to as buying or purchasing a contract or holding a long position. Entering into a contract to sell is commonly referred to as selling a contract or holding a short position.


Unlike when the Fund purchases or sells a security, no price would be paid or received by the Fund upon the purchase or sale of a futures contract. Upon entering into a futures contract, and to maintain the Fund's open positions in futures contracts, the Fund would be required to deposit with its custodian or futures broker in a segregated account in the name of the futures broker an amount of cash, U.S. government securities, suitable money market instruments, or other liquid securities, known as "initial margin." The margin required for a particular futures contract is set by the exchange on which the contract is traded, and may be significantly modified from time to time by the exchange during the term of the contract. Futures contracts are customarily purchased and sold on margins that may range upward from less than 5% of the value of the contract being traded.


If the price of an open futures contract changes (by increase in underlying instrument or index in the case of a sale or by decrease in the case of a purchase) so that the loss on the futures contract reaches a point at which the margin on deposit does not satisfy margin requirements, the broker will require an increase in the margin. However, if the value of a position increases because of favorable price changes in the futures contract so that the margin deposit exceeds the required margin, the broker will pay the excess to the Fund.


These subsequent payments, called "variation margin," to and from the futures broker, are made on a daily basis as the price of the underlying assets fluctuate making the long and short positions in the futures contract more or less valuable, a process known as "marking to the market." The Fund expects to earn interest income on its margin deposits.


Although certain futures contracts, by their terms, require actual future delivery of and payment for the underlying instruments, in practice most futures contracts are usually closed out before the delivery date. Closing out an open futures contract purchase or sale is effected by entering into an offsetting futures contract sale or purchase, respectively, for the same aggregate amount of the identical underlying instrument or index and the same delivery date. If the offsetting purchase price is less than the original sale price, the Fund realizes a gain; if it is more, the Fund realizes a loss. Conversely, if the offsetting sale price is more than the original purchase price, the Fund realizes a gain; if it is less, the Fund realizes a loss. The transaction costs must also be included in these calculations. There can be no assurance, however, that the Fund will be able to enter into an offsetting transaction with respect to a particular


28



[SAI005.GIF]


futures contract at a particular time. If the Fund is not able to enter into an offsetting transaction, the Fund will continue to be required to maintain the margin deposits on the futures contract.


For example, one contract in the Financial Times Stock Exchange 100 Index future is a contract to buy 25 pounds sterling multiplied by the level of the UK Financial Times 100 Share Index on a given future date. Settlement of a stock index futures contract may or may not be in the underlying instrument or index. If not in the underlying instrument or index, then settlement will be made in cash, equivalent over time to the difference between the contract price and the actual price of the underlying asset at the time the stock index futures contract expires.


Regulation as a Commodity Pool Operator

The Trust, on behalf of the Funds, has filed with the National Futures Association, a notice claiming an exclusion from the definition of the term "commodity pool operator" under the Commodity Exchange Act, as amended (“CEA”), and the rules of the Commodity Futures Trading Commission (CFTC”) promulgated thereunder, with respect to the Funds' operations.  Accordingly, the Funds is are not currently subject to registration or regulation as a commodity pool operator.  However, the CFTC has recently adopted amendments that significantly affect the way in which registered investment companies that invest in commodities markets are regulated. These amendments become effective December 31, 2012 and may necessitate that the Fund comply with regulatory obligations and restrictions under the CEA. Such regulation could increase the Fund's expenses or affect its use of derivatives and commodities-related instruments.

When-Issued, Forward Commitments and Delayed Settlements


The Fund may purchase and sell securities on a when-issued, forward commitment or delayed settlement basis. In this event, the Custodian (as defined under the section entitled "Custodian") will segregate liquid assets equal to the amount of the commitment in a separate account. Normally, the Custodian will set aside portfolio securities to satisfy a purchase commitment. In such a case, the Fund may be required subsequently to segregate additional assets in order to assure that the value of the account remains equal to the amount of the Fund's commitment. It may be expected that the Fund's net assets will fluctuate to a greater degree when it sets aside portfolio securities to cover such purchase commitments than when it sets aside cash.


The Fund does not intend to engage in these transactions for speculative purposes but only in furtherance of its investment objectives. Because the Fund will segregate liquid assets to satisfy its purchase commitments in the manner described, the Fund's liquidity and the ability of the Adviser to manage them may be affected in the event the Fund's forward commitments, commitments to purchase when-issued securities and delayed settlements ever exceeded 15% of the value of its net assets.




29



[SAI005.GIF]


The Fund will purchase securities on a when-issued, forward commitment or delayed settlement basis only with the intention of completing the transaction. If deemed advisable as a matter of investment strategy, however, the Fund may dispose of or renegotiate a commitment after it is entered into, and may sell securities it has committed to purchase before those securities are delivered to the Fund on the settlement date. In these cases, the Fund may realize a taxable capital gain or loss. When the Fund engages in when-issued, forward commitment and delayed settlement transactions, it relies on the other party to consummate the trade. Failure of such party to do so may result in the Fund incurring a loss or missing an opportunity to obtain a price credited to be advantageous.


The market value of the securities underlying a when-issued purchase, forward commitment to purchase securities, or a delayed settlement and any subsequent fluctuations in their market value is taken into account when determining the market value of the Fund starting on the day the Fund agrees to purchase the securities. The Fund does not earn interest on the securities it has committed to purchase until it has paid for and delivered on the settlement date.


Illiquid and Restricted Securities


The Fund may invest up to 15% of its net assets in illiquid securities. Illiquid securities include securities subject to contractual or legal restrictions on resale (e.g., because they have not been registered under the Securities Act of 1933, as amended (the "Securities Act")) and securities that are otherwise not readily marketable (e.g., because trading in the security is suspended or because market makers do not exist or will not entertain bids or offers). Securities that have not been registered under the Securities Act are referred to as private placements or restricted securities and are purchased directly from the issuer or in the secondary market. Foreign securities that are freely tradable in their principal markets are not considered to be illiquid.


Restricted and other illiquid securities may be subject to the potential for delays on resale and uncertainty in valuation. The Fund might be unable to dispose of illiquid securities promptly or at reasonable prices and might thereby experience difficulty in satisfying redemption requests from shareholders. The Fund might have to register restricted securities in order to dispose of them, resulting in additional expense and delay. Adverse market conditions could impede such a public offering of securities.


A large institutional market exists for certain securities that are not registered under the Securities Act, including foreign securities. The fact that there are contractual or legal restrictions on resale to the general public or to certain institutions may not be indicative of the liquidity of such investments. Rule 144A under the Securities Act allows such a broader institutional trading market for securities otherwise subject to restrictions on resale to the general public. Rule 144A establishes a "safe harbor" from the registration requirements of the Securities Act for resale of certain securities to qualified institutional buyers. Rule 144A has produced enhanced liquidity for many restricted securities, and market liquidity for such securities may continue to expand as a result of this regulation and the consequent existence of the PORTAL system, which is an


30



[SAI005.GIF]


automated system for the trading, clearance and settlement of unregistered securities of domestic and foreign issuers sponsored by the Financial Industry Regulatory Authority, Inc. ("FINRA").

Under guidelines adopted by the Trust's Board, the Adviser may determine that particular Rule 144A securities, and commercial paper issued in reliance on the private placement exemption from registration afforded by Section 4(2) of the Securities Act, are liquid even though they are not registered. A determination of whether such a security is liquid or not is a question of fact. In making this determination, the Adviser will consider, as it deems appropriate under the circumstances and among other factors: (1) the frequency of trades and quotes for the security; (2) the number of dealers willing to purchase or sell the security; (3) the number of other potential purchasers of the security; (4) dealer undertakings to make a market in the security; (5) the nature of the security (e.g., debt or equity, date of maturity, terms of dividend or interest payments, and other material terms) and the nature of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers, and the mechanics of transfer); and (6) the rating of the security and the financial condition and prospects of the issuer. In the case of commercial paper, the Adviser will also determine that the paper (1) is not traded flat or in default as to principal and interest, and (2) is rated in one of the two highest rating categories by at least two National Statistical Rating Organizations ("NRSROs") or, if only one NRSRO rates the security, by that NRSRO, or, if the security is unrated, the Adviser determines that it is of equivalent quality.  


Rule 144A securities and Section 4(2) commercial paper that have been deemed liquid as described above will continue to be monitored by the Adviser to determine if the security is no longer liquid as the result of changed conditions. Investing in Rule 144A securities or Section 4(2) commercial paper could have the effect of increasing the amount of the Fund's assets invested in illiquid securities if institutional buyers are unwilling to purchase such securities.


Lending Portfolio Securities


For the purpose of achieving income, the Fund may lend its portfolio securities, provided (1) the loan is secured continuously by collateral consisting of U.S. Government securities or cash or cash equivalents (cash, U.S. Government securities, negotiable certificates of deposit, bankers' acceptances or letters of credit) maintained on a daily mark-to-market basis in an amount at least equal to the current market value of the securities loaned, (2) the Fund may at any time call the loan and obtain the return of securities loaned, (3) the Fund will receive any interest or dividends received on the loaned securities, and (4) the aggregate value of the securities loaned will not at any time exceed one-third of the total assets of the Fund.


Short Sales


The Fund may sell securities short as an outright investment strategy and to offset potential declines in long positions in similar securities. A short sale is a


31



[SAI005.GIF]


transaction in which the Fund sells a security it does not own or have the right to acquire (or that it owns but does not wish to deliver) in anticipation that the market price of that security will decline.


When the Fund makes a short sale, the broker-dealer through which the short sale is made must borrow the security sold short and deliver it to the party purchasing the security. The Fund is required to make a margin deposit in connection with such short sales; the Fund may have to pay a fee to borrow particular securities and will often be obligated to pay over any dividends and accrued interest on borrowed securities.


If the price of the security sold short increases between the time of the short sale and the time the Fund covers its short position, the Fund will incur a loss; conversely, if the price declines, the Fund will realize a capital gain. Any gain will be decreased, and any loss increased, by the transaction costs described above. The successful use of short selling may be adversely affected by imperfect correlation between movements in the price of the security sold short and the securities being hedged.


To the extent the Fund sells securities short, it will provide collateral to the broker-dealer and (except in the case of short sales "against the box") will maintain additional asset coverage in the form of cash, U.S. government securities or other liquid securities with its custodian in a segregated account in an amount at least equal to the difference between the current market value of the securities sold short and any amounts required to be deposited as collateral with the selling broker (not including the proceeds of the short sale). The Fund does not intend to enter into short sales (other than short sales "against the box") if immediately after such sales the aggregate of the value of all collateral plus the amount in such segregated account exceeds 30% of the value of the Fund's net assets. This percentage may be varied by action of the Board of Trustees. A short sale is "against the box" to the extent the Fund contemporaneously owns, or has the right to obtain at no added cost, securities identical to those sold short.


Sub-Adviser Risks


If any Sub-Adviser manages more money in the future, including money raised in this offering, such additional funds could affect its performance or trading strategies.  Also,   the Sub-Advisers manage other accounts.  This increases the competition for the same trades which the Fund makes.  There is no assurance that the Fund's trading will generate the same results as any other accounts managed by the Sub-Advisers.


PORTFOLIO TURNOVER



The Fund may sell a portfolio investment soon after its acquisition if the Adviser believes that such a disposition is consistent with attaining the investment objective of the Fund.  Portfolio investments may be sold for a variety of reasons, such as a more favorable investment opportunity or other circumstances bearing on the desirability of continuing to hold such investments.  A high rate of portfolio turnover (over 100%) may



32



[SAI005.GIF]


involve correspondingly greater transaction costs, which must be borne directly by the Fund and ultimately by its shareholders.  High portfolio turnover may result in the realization of substantial net capital gains.  To the extent short-term capital gains are realized, distributions attributable to such gains will be ordinary income for federal income tax purposes.


INVESTMENT RESTRICTIONS


 

The Fund has adopted the following investment restrictions that may not be changed without approval by a "majority of the outstanding shares" of the Fund which, as used in this SAI, means the vote of the lesser of (a) 67% or more of the shares of the Fund represented at a meeting, if the holders of more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (b) more than 50% of the outstanding shares of the Fund.  The Fund may not:


1.

Issue senior securities.  This limitation is not applicable to activities that may be deemed to involve the issuance or sale of a senior security by the Fund, provided that the Fund's engagement in such activities is consistent with or permitted by the 1940 Act, as amended, the rules and regulations promulgated thereunder or interpretations of the SEC or its staff;


2.

Borrow money, except (a) from a bank, provided that immediately after such borrowing there is an asset coverage of 300% for all borrowings of the Fund; or (b) from a bank or other persons for temporary purposes only, provided that such temporary borrowings are in an amount not exceeding 5% of the Fund's total assets at the time when the borrowing is made.  This limitation does not preclude the Fund from entering into reverse repurchase transactions, provided that the Fund has an asset coverage of 300% for all borrowings and repurchase commitments of the Fund pursuant to reverse repurchase transactions;


3.

Purchase securities on margin, participate on a joint or joint and several basis in any securities trading account, or underwrite securities. (Does not preclude the Fund from obtaining such short-term credit as may be necessary for the clearance of purchases and sales of its portfolio securities, and except to the extent that the Fund may be deemed an underwriter under the Securities Act of 1933, by virtue of disposing of portfolio securities);


4.

Purchase or sell real estate or interests in real estate. This limitation is not applicable to investments in marketable securities that are secured by or represent interests in real estate.  This limitation does not preclude the Fund from investing in mortgage-related securities or investing in companies engaged in the real estate business or that have a significant portion of their assets in real estate (including real estate investment trusts);




33



[SAI005.GIF]


5.

Invest 25% or more of the market value of its assets in the securities of companies engaged in any one industry. (Does not apply to investment in the securities of the U.S. Government, its agencies or instrumentalities);


6.

Purchase or sell commodities (unless acquired as a result of ownership of securities or other investments or through commodity futures contracts), except that the Fund may purchase and sell futures contracts and options to the full extent permitted under the 1940 Act, sell foreign currency contracts in accordance with any rules of the Commodity Futures Trading Commission, invest in securities or other instruments backed by commodities, and invest in companies that are engaged in a commodities business or have a significant portion of their assets in commodities; or


7.

Make loans to others, except (a) through the purchase of debt securities in accordance with its investment objectives and policies, (b) to the extent the entry into a repurchase agreement is deemed to be a loan, and (c) by loaning portfolio securities.


The Fund observes the following policies, which are not deemed fundamental and which may be changed without shareholder vote. The Fund may not:


1.

Invest in any issuer for purposes of exercising control or management;


2.

Invest in securities of other investment companies except as permitted under the 1940 Act;


3.

Invest, in the aggregate, more than 15% of its net assets in securities with legal or contractual restrictions on resale, securities, which are not readily marketable and repurchase agreements with more than seven days to maturity However, if more than 15% of Fund assets (defined as net assets plus the amount of any borrowing for investment purposes) are illiquid, the Fund's investment adviser(s) will reduce illiquid assets such that they do not represent more than 15% of Fund assets, subject to timing and other considerations which are in the best interests of the Fund and its shareholders; or


4.

Mortgage, pledge, hypothecate or in any manner transfer, as security for indebtedness, any assets of the Fund except as may be necessary in connection with borrowings described in limitation (1) above.  Margin deposits, security interests, liens and collateral arrangements with respect to transactions involving options, futures contracts, short sales and other permitted investments and techniques are not deemed to be a mortgage, pledge or hypothecation of assets for purposes of this limitation.


If a restriction on the Fund's investments is adhered to at the time an investment is made, a subsequent change in the percentage of Fund assets invested in certain securities or other instruments, or change in average duration of the Fund's investment portfolio, resulting from changes in the value of the Fund's total assets, will not be



34



[SAI005.GIF]


considered a violation of the restriction; provided, however, that the asset coverage requirement applicable to borrowings shall be maintained in the manner contemplated by applicable law.


INVESTMENT ADVISER AND SUB-ADVISERS



Investment Adviser and Advisory Agreement


Persimmon Capital Management, LP, located at 1777 Sentry Parkway West, Gwynedd Hall, Suite 102, Blue Bell, PA  19422, serves as investment adviser to the Fund.  Subject to the authority of the Board of Trustees, the adviser is responsible for the overall management of the Fund's investment portfolio both (i) directly, including selecting investments and assuring that investments are made in accordance with the Fund's investment objective, policies and restrictions and (ii) indirectly, through its selection and supervision of sub-advisers.  The adviser was established in 1998 for the purpose of advising individuals and institutions.  As of August 30, 2012, the adviser had approximately $220 million in assets under management.   The Adviser is controlled by Greg Horn by virtue of his ownership of a majority of the shares of the Adviser.


Pursuant to an Investment Advisory Agreement, the Fund pays the adviser, on a monthly basis, an annual advisory fee equivalent to 2.50% of the Fund's average daily net assets.   The adviser has contractually agreed to reduce its fees and to reimburse expenses, at least until January 31, 2014, to ensure that total annual fund operating expenses after fee waiver and/or reimbursement (exclusive of any taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, indirect expenses, expenses of other investment companies in which the Fund may invest, or extraordinary expenses such as litigation) will not exceed 3.24%, 3.99% and 2.99% of average daily net assets attributable to Class A, Class C and Class I, respectively.  Fee waivers and expense reimbursements are subject to possible recoupment from the Fund in future years on a rolling three year basis (within the three years after the fees have been waived or reimbursed) if such recoupment can be achieved within the foregoing expense limits.  Fee waiver and reimbursement arrangements can decrease the Fund's expenses and boost its performance.   The Advisory Agreement will continue in effect for two (2) years initially and thereafter shall continue from year to year provided such continuance is approved at least annually by (a) a vote of the majority of the Independent Trustees, cast in person at a meeting specifically called for the purpose of voting on such approval and by (b) the majority vote of either all of the Trustees or the vote of a majority of the outstanding shares of the Fund. The Advisory Agreement may be terminated without penalty on no more than 60 days’ written notice by a vote of a majority of the Trustees or the Adviser, or by holders of a majority of that Trust's outstanding shares. The Advisory Agreement shall terminate automatically in the event of its assignment.






35



[SAI005.GIF]


Sub-Advisers and Sub-Advisory Agreements


The Adviser has engaged Caerus Global Investors, LLC, Inflection Partners, LLC, M.A. Weatherbie & Co., Inc., Open Field Capital, LLC and Sonica Capital, LLC to serve as Sub-Advisers to the Fund.  Each Sub-Adviser, with respect to the portion of the Fund’s assets allocated to that Sub-Adviser, is responsible for selecting investments and assuring that investments are made in accordance with the Fund's investment objective, policies and restrictions.  


Each Sub-Advisory Agreement shall continue in effect for two (2) years initially and then from year to year, provided it is approved at least annually by a vote of the majority of the Trustees, who are not parties to the agreement or interested persons of any such party, cast in person at a meeting specifically called for the purpose of voting on such approval.  Each Sub-Advisory Agreement may be terminated without penalty at any time by the Adviser or the Sub-Adviser on 60 days written notice, and will automatically terminate in the event of its "assignment" (as that term is defined in the 1940 Act).


Each Sub-Advisory Agreement provides that the Sub-Adviser will formulate and implement a continuous investment program for the Fund, in accordance with the Fund's objective, policies and limitations and any investment guidelines established by the Adviser.  Each Sub-Adviser will, subject to the supervision and control of the Adviser, determine in its discretion which issuers and securities will be purchased, held, sold or exchanged by the Fund, and will place orders with and give instruction to brokers and dealers to cause the execution of such transactions.  Each Sub-Adviser is required to furnish, at its own expense, all investment facilities necessary to perform its obligations under the respective Sub-Advisory Agreement.  Pursuant to the relevant Sub-Advisory Agreement between the Adviser and Sub-Adviser, the Sub-Adviser is entitled to receive an annual sub-advisory fee on its portion of the Fund's average daily net assets.  The Sub-Advisers are paid by the Adviser not the Fund.


PORTFOLIO MANAGERS

 

Representatives of the Adviser and the Sub-Advisers serve as portfolio managers of the Fund. The Fund’s portfolio managers are:


Investment Adviser

Portfolio Manager

Persimmon Capital Management, LP

Greg Horn

Todd Dawes

Shawn Gibson

Sub-Adviser(s)

 

Caerus Global Investors, LLC

Ward Davis

Brian Agnew

 

 



36



[SAI005.GIF]




Inflection Partners LLC

Dave Sherry (CFA)

Jack Andrews

 

 

ISF Management, LLC

Matthew Shefler

 

 

M.A. Weatherbie & Co., Inc.

George Dai (Ph.D.)

Mark Militello (CFA)

Daniel Brazeau (CFA)

Joshua Bennett (CFA)

 

 

Open Field Capital LLC

Marc Weiss

James Stableford

 

 

Sonica Capital, LLC

Alex Fodor

 

 

Turner Investments, LP

Donald Smith (CFA)

Joshua Kohn (CFA)


As of November 30, 2012, they were responsible for the portfolio management of the following types of accounts in addition to the Fund:


Adviser Portfolio Managers :


Persimmon Capital Management, LP

  

  

Other Registered Investment Companies

  

Other Pooled Investment Vehicles

  

Other Accounts

Portfolio Manager

  

Number

  

Total

Assets

  

Number

  

Total Assets

  

Number

  

Total

Assets

Greg Horn

  

None

  

$0

  

8

  

$81,100,000

  

333

  

$121,700,000

Todd Dawes

 

None

  

$0

  

8

  

$81,100,000

  

333

  

$121,700,000

Shawn Gibson

 

None

  

$0

  

8

  

$81,100,000

  

333

  

$121,700,000


Of the accounts above, the following are subject to performance-based fees.

  

  

Other Registered Investment Companies

  

Other Pooled Investment Vehicles

  

Other Accounts

Portfolio Manager

  

Number

  

Total

Assets

  

Number

  

Total Assets

  

Number

  

Total

Assets

Greg Horn

  

None

  

$0

  

None

  

$0

  

None

  

$0

Todd Dawes

 

None

  

$0

  

None

  

$0

  

None

  

$0



37



[SAI005.GIF]




Shawn Gibson

 

None

  

$0

  

None

  

$0

  

None

  

$0


Sub-Adviser Portfolio Managers :


Caerus Global Investors, LLC

 

  

Other Registered Investment Companies

  

Other Pooled Investment Vehicles

  

Other Accounts

Portfolio Manager

  

Number

  

Total

Assets

  

Number

  

Total Assets

  

Number

  

Total

Assets

Ward Davis

  

None

  

$0

  

2

  

$12,500,000

  

2

  

$175,000,000

Brian Agnew

 

None

  

$0

  

2

  

$12,500,000

  

2

  

$175,000,000


Of the accounts above, the following are subject to performance-based fees.

 

  

Other Registered Investment Companies

  

Other Pooled Investment Vehicles

  

Other Accounts

Portfolio Manager

  

Number

  

Total

Assets

  

Number

  

Total Assets

  

Number

  

Total

Assets

Ward Davis

  

None

  

$0

  

2

  

$12,500,000

  

2

  

$175,000,000

Brian Agnew

 

None

  

$0

  

2

  

$12,500,000

  

2

  

$175,000,000

Inflection Partners LLC

 

  

Other Registered Investment Companies

  

Other Pooled Investment Vehicles

  

Other Accounts

Portfolio Manager

  

Number

  

Total

Assets

  

Number

  

Total Assets

  

Number

  

Total

Assets

Dave Sherry

  

3

  

$37,700,000

  

1

  

$5,800,000

  

None

  

$0

Jack Andrews

 

3

  

$37,700,000

  

1

  

$5,800,000

  

None

  

$0


Of the accounts above, the following are subject to performance-based fees.

 

  

Other Registered Investment Companies

  

Other Pooled Investment Vehicles

  

Other Accounts

Portfolio Manager

  

Number

  

Total

Assets

  

Number

  

Total Assets

  

Number

  

Total

Assets

Dave Sherry

  

None

  

$0

  

1

  

$5,800,000

  

None

  

$0

Jack Andrews

 

None

  

$0

  

1

  

$5,800,000

  

None

  

$0

ISF Management, LLC

 

  

Other Registered Investment Companies

  

Other Pooled Investment Vehicles

  

Other Accounts

Portfolio Manager

  

Number

  

Total

Assets

  

Number

  

Total Assets

  

Number

  

Total

Assets



38



[SAI005.GIF]




Matthew Shefler

  

1

  

$38,700,000

  

1

  

$61,900,000

  

None

  

$0


Of the accounts above, the following are subject to performance-based fees.

 

  

Other Registered Investment Companies

  

Other Pooled Investment Vehicles

  

Other Accounts

Portfolio Manager

  

Number

  

Total

Assets

  

Number

  

Total Assets

  

Number

  

Total

Assets

Matthew Shefler

  

None

  

$0

  

1

  

$61,900,000

  

None

  

$0

M.A. Weatherbie & Co., Inc.

 

  

Other Registered Investment Companies

  

Other Pooled Investment Vehicles

  

Other Accounts

Portfolio Manager

  

Number

  

Total

Assets

  

Number

  

Total Assets

  

Number

  

Total

Assets

George Dai

  

2

  

$66,600,000

  

2

  

$123,400,000

  

24

  

$800,200,000

Mark Militello

 

2

  

$66,600,000

  

2

  

$123,400,000

  

24

  

$800,200,000

Daniel Brazeau

 

2

  

$66,600,000

  

2

  

$123,400,000

  

24

  

$800,200,000

Joshua Bennett

 

2

  

$66,600,000

  

2

  

$123,400,000

  

24

  

$800,200,000


Of the accounts above, the following are subject to performance-based fees.

 

  

Other Registered Investment Companies

  

Other Pooled Investment Vehicles

  

Other Accounts

Portfolio Manager

  

Number

  

Total

Assets

  

Number

  

Total Assets

  

Number

  

Total

Assets

George Dai

  

None

  

$0

  

2

  

$123,400,000

  

None

  

$0

Mark Militello

 

None

  

$0

  

2

  

$123,400,000

  

None

  

$0

Daniel Brazeau

 

None

  

$0

  

2

  

$123,400,000

  

None

  

$0

Joshua Bennett

 

None

  

$0

  

2

  

$123,400,000

  

None

  

$0

Open Field Capital LLC

 

  

Other Registered Investment Companies

  

Other Pooled Investment Vehicles

  

Other Accounts

Portfolio Manager

  

Number

  

Total

Assets

  

Number

  

Total Assets

  

Number

  

Total

Assets

Marc Weiss

  

None

  

$0

  

1

  

$18,700,000

  

5

  

$41,600,000

James Stableford

 

None

  

$0

  

1

  

$18,700,000

  

5

  

$41,600,000


Of the accounts above, the following are subject to performance-based fees.



39



[SAI005.GIF]




 

  

Other Registered Investment Companies

  

Other Pooled Investment Vehicles

  

Other Accounts

Portfolio Manager

  

Number

  

Total

Assets

  

Number

  

Total Assets

  

Number

  

Total

Assets

Marc Weiss

  

None

  

$0

  

1

  

$18,700,000

  

None

  

$0

James Stableford

 

None

  

$0

  

1

  

$18,700,000

  

None

  

$0

Sonica Capital, LLC

 

  

Other Registered Investment Companies

  

Other Pooled Investment Vehicles

  

Other Accounts

Portfolio Manager

  

Number

  

Total

Assets

  

Number

  

Total Assets

  

Number

  

Total

Assets

Alex Fodor

  

None

  

$0

  

3

  

$53,000,000

  

1

  

$250,000


Of the accounts above, the following are subject to performance-based fees.

 

  

Other Registered Investment Companies

  

Other Pooled Investment Vehicles

  

Other Accounts

Portfolio Manager

  

Number

  

Total

Assets

  

Number

  

Total Assets

  

Number

  

Total

Assets

Alex Fodor

  

None

  

$0

  

3

  

$53,000,000

  

1

  

$250,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Turner Investments, LP

 

  

Other Registered Investment Companies

  

Other Pooled Investment Vehicles

  

Other Accounts

Portfolio Manager

  

Number

  

Total

Assets

  

Number

  

Total Assets

  

Number

  

Total

Assets

Donald Smith (CFA)

  

3

  

$149,000,000

  

2

  

$2,000,000

  

1

  

$100,000,000

Joshua Kohn (CFA)

 

3

  

$149,000,000

  

1

  

$1,000,000

  

None

  

$0


Of the accounts above, the following are subject to performance-based fees.

 

  

Other Registered Investment Companies

  

Other Pooled Investment Vehicles

  

Other Accounts

Portfolio Manager

  

Number

  

Total

Assets

  

Number

  

Total Assets

  

Number

  

Total

Assets

Donald Smith (CFA)

  

None

  

$0

  

2

  

$2,000,000

  

None

  

$0

Joshua Kohn (CFA)

 

None

  

$0

  

1

  

$1,000,000

  

None

  

$0



40



[SAI005.GIF]






Conflicts of Interest


In general, when a Portfolio Manager has responsibility for managing more than one account, potential conflicts of interest may arise. Those conflicts could include preferential treatment of one account over others in terms of allocation of resources or of investment opportunities. For instance, the Adviser or Sub-Advisers may receive fees from certain accounts that are higher than the fee it receives from the Fund, or it could receive a performance-based fee on certain accounts. The procedures to address conflicts of interest, if any, are described below.


Adviser


The Adviser attempts to avoid conflicts of interest that may arise as a result of the management of multiple client accounts. From time to time, the Adviser may recommend or cause a client to invest in a security in which another client of the Adviser has an ownership position.  The Adviser has each adopted certain procedures intended to treat all client accounts in a fair and equitable manner.  To the extent that the Adviser seeks to purchase or sell the same security for multiple client accounts, the Adviser may aggregate, or bunch, these orders where it deems this to be appropriate and consistent with applicable regulatory requirements.  When a bunched order is filled in its entirety, each participating client account will participate at the average share prices for the bunched order.  When a bunched order is only partially filled, the securities purchased will be allocated on a pro-rata basis to each account participating in the bunched order based upon the initial amount requested for the account, subject to certain exceptions.  Each participating account will receive the average share price for the bunched order on the same business day. Each Sub-Adviser employs substantially similar methods to attempt to avoid conflicts of interest that may arise as a result of the management of multiple client accounts.


Compensation .


Persimmon Capital Management, LP


Mssrs. Horn, Dawes and Gibson are each compensated through a combination of base salary, discretionary bonus and equity participation in the Adviser.


Caerus Global Investors, LLC


Mssrs. Davis and Agnew are each compensated from a remaining portion of the management fee after operational expenses, rent, research, and employee salaries are paid.


Inflection Partners, LLC



41



[SAI005.GIF]


Mssrs. Sherry and Andrew are each compensated through a combination of base salary, discretionary bonus and equity participation in the Sub-Adviser.


ISF Management, LLC


Mr. Shefler is compensated through his equity participation in the Sub-Adviser.  


M.A. Weatherbie & Co., Inc.


Mssrs. Dai, Militello, Brazeau and Bennett are each compensated through a combination of base salary, discretionary bonus and equity participation in the Sub-Adviser.


Open Field Capital, LLC


Mssrs. Weiss and Stableford are each compensated through equity participation in the Sub-Adviser.


Sonica Capital, LLC


Mr. Fodor is compensated through equity participation in the Sub-Adviser.


Turner Investments, LP


Mssrs. Smith and Kohn are each compensated through a combination of base salary, performance-based bonus and equity participation in the Sub-Adviser.  Bonus compensation, which is a multiple of base salary, is computed annually based on one year, three year, five year and since inception performance of each individual’s sector and portfolio assignments relative to appropriate market benchmarks.


Ownership of Securities .


As of the date of this SAI, the portfolio managers owned no shares of the Fund.


ALLOCATION OF BROKERAGE



Specific decisions to purchase or sell securities for the Fund are made by the Portfolio Managers who are each an officer, director or employee of the Adviser or a Sub-Adviser as indicated in “Portfolio Managers” above.  Generally, the Adviser and Sub-Advisers are authorized by the Trustees to allocate the orders placed by it on behalf of the Fund to brokers or dealers who may, but need not, provide research or statistical material or other services to the Fund or the Adviser or Sub-Advisers for the Fund's use. Such allocation is to be in such amounts and proportions as the Adviser or Sub-Advisers may determine.




42



[SAI005.GIF]


In selecting a broker or dealer to execute each particular transaction, the Adviser and each Sub-Adviser will generally take the following into consideration:

·

the best net price available;

·

the reliability, integrity and financial condition of the broker or dealer;

·

the size of and difficulty in executing the order; and

·

the value of the expected contribution of the broker or dealer to the investment performance of the Fund on a continuing basis.

Brokers or dealers executing a portfolio transaction on behalf of the Fund may receive a commission in excess of the amount of commission another broker or dealer would have charged for executing the transaction if the Adviser or Sub-Advisers determines in good faith that such commission is reasonable in relation to the value of brokerage and research services provided to the Fund. In allocating portfolio brokerage, the Adviser or Sub-Advisers may select brokers or dealers who also provide brokerage, research and other services to other accounts over which the Adviser or Sub-Advisers exercises investment discretion.  Some of the services received as the result of Fund transactions may primarily benefit accounts other than the Fund, while services received as the result of portfolio transactions effected on behalf of those other accounts may primarily benefit the Fund.


POLICIES AND PROCEDURES FOR DISCLOSURE OF PORTFOLIO HOLDINGS



The Trust has adopted policies and procedures that govern the disclosure of the Fund's portfolio holdings. These policies and procedures are designed to ensure that such disclosure is in the best interests of Fund shareholders.


It is the Trust's policy to:  (1) ensure that any disclosure of portfolio holdings information is in the best interest of Trust shareholders; (2) protect the confidentiality of portfolio holdings information; (3) have procedures in place to guard against personal trading based on the information; and (4) ensure that the disclosure of portfolio holdings information does not create conflicts between the interests of the Trust's shareholders and those of the Trust's affiliates.


The Fund discloses its portfolio holdings by mailing the annual and semi-annual reports to shareholders approximately two months after the end of the fiscal year and semi-annual period.  In addition, the Fund discloses its portfolio holdings reports on Forms N-CSR and Form N-Q two months after the end of each quarter/semi-annual period.  


The Fund may choose to make portfolio holdings information available to rating agencies such as Lipper, Morningstar or Bloomberg more frequently on a confidential basis.




43



[SAI005.GIF]


Under limited circumstances, as described below, the Fund's portfolio holdings may be disclosed to, or known by, certain third parties in advance of their filing with the Securities and Exchange Commission on Form N-CSR or Form N-Q.  In each case, a determination has been made that such advance disclosure is supported by a legitimate business purpose and that the recipient is subject to a duty to keep the information confidential.  


Adviser and Sub-Advisers.  Personnel of the Adviser and each Sub-Adviser, including personnel responsible for managing the Fund's portfolio, may have full daily access to Fund portfolio holdings since that information is necessary in order for them to provide management, administrative, and investment services to the Fund.  As required for purposes of analyzing the impact of existing and future market changes on the prices, availability, demand and liquidity of such securities, as well as for the assistance of portfolio managers in the trading of such securities, Adviser and each Sub-Adviser personnel may also release and discuss certain portfolio holdings with various broker-dealers.


Gemini Fund Services, LLC.  Gemini Fund Services, LLC is the transfer agent, fund accountant, administrator and custody administrator for the Fund; therefore, its personnel have full daily access to the Fund's portfolio holdings since that information is necessary in order for them to provide the agreed-upon services for the Trust.


Union Bank, N.A. is custodian for the Fund; therefore, its personnel have full daily access to the Fund's portfolio holdings since that information is necessary in order for them to provide the agreed-upon services for the Trust.


EisnerAmper LLP is the Fund's independent registered public accounting firm; therefore, its personnel have access to the Fund's portfolio holdings in connection with auditing of the Fund's annual financial statements and providing assistance and consultation in connection with SEC filings.  


Thompson Hine LLP.  Thompson Hine LLP is counsel to the Fund; therefore, its personnel have access to the Fund's portfolio holdings in connection with review of the Fund's annual and semi-annual shareholder reports and SEC filings.


Additions to List of Approved Recipients


The Fund's Chief Compliance Officer is the person responsible, and whose prior approval is required, for any disclosure of the Fund's portfolio securities at any time or to any persons other than those described above.  In such cases, the recipient must have a legitimate business need for the information and must be subject to a duty to keep the information confidential. There are no ongoing arrangements in place with respect to the disclosure of portfolio holdings. In no event shall the Fund, the Adviser, a Sub-Adviser, or any other party receive any direct or indirect compensation in connection with the disclosure of information about the Fund's portfolio holdings.




44



[SAI005.GIF]


Compliance With Portfolio Holdings Disclosure Procedures


The Fund's Chief Compliance Officer will report periodically to the Board with respect to compliance with the Fund's portfolio holdings disclosure procedures, and from time to time will provide the Board any updates to the portfolio holdings disclosure policies and procedures.


There is no assurance that the Trust's policies on disclosure of portfolio holdings will protect the Fund from the potential misuse of holdings information by individuals or firms in possession of that information.


OTHER SERVICE PROVIDERS


Fund Administration, Fund Accounting and Transfer Agent Services

Gemini Fund Services, LLC ("GFS"), which has its principal office at 450 Wireless Blvd., Hauppauge, New York 11788, serves as administrator, fund accountant and transfer agent for the Fund pursuant to a Fund Services Agreement (the "Agreement") with the Fund and subject to the supervision of the Board.  GFS is primarily in the business of providing administrative, fund accounting and transfer agent services to retail and institutional mutual funds. GFS is an affiliate of the Distributor. GFS may also provide persons to serve as officers of the Fund. Such officers may be directors, officers or employees of GFS or its affiliates.


The Agreement became effective on November 29, 2012 and will remain in effect for two years from the applicable effective date for the Fund, and will continue in effect for successive twelve-month periods provided that such continuance is specifically approved at least annually by a majority of the Board.  The Agreement is terminable by the Board or GFS on 90 days' written notice and may be assigned by either party, provided that the Trust may not assign this agreement without the prior written consent of GFS. The Agreement provides that GFS shall be without liability for any action reasonably taken or omitted pursuant to the Agreement.

Under the Agreement, GFS performs administrative services, including:  (1) monitor the performance of administrative and professional services rendered to the Trust by others service providers; (2) monitor Fund holdings and operations for post-trade compliance with the Fund's registration statement and applicable laws and rules; (3) prepare and coordinate the printing of semi-annual and annual financial statements; (4) prepare selected management reports for performance and compliance analyses; (5) prepare and disseminate materials for and attend and participate in meetings of the Board; (6) determine income and capital gains available for distribution and calculate distributions required to meet regulatory, income, and excise tax requirements; (7) review the Trust's federal, state, and local tax returns as prepared and signed by the Trust's independent public accountants; (8) prepare and maintain the Trust's operating expense budget to determine proper expense accruals to be charged to each Fund to



45



[SAI005.GIF]


calculate its daily net asset value; (9) assist in and monitor the preparation, filing, printing and where applicable, dissemination to shareholders of amendments to the Trust's Registration Statement on Form N-1A, periodic reports to the Trustees, shareholders and the SEC, notices pursuant to Rule 24f-2, proxy materials and reports to the SEC on Forms N-SAR, N-CSR, N-Q and N-PX; (10) coordinate the Trust's audits and examinations by assisting each Fund's independent public accountants; (11) determine, in consultation with others, the jurisdictions in which shares of the Trust shall be registered or qualified for sale and facilitate such registration or qualification; (12) monitor sales of shares and ensure that the shares are properly and duly registered with the SEC; (13) monitor the calculation of performance data for the Fund; (14) prepare, or cause to be prepared, expense and financial reports; (15) prepare authorization for the payment of Trust expenses and pay, from Trust assets, all bills of the Trust; (16) provide information typically supplied in the investment company industry to companies that track or report price, performance or other information with respect to investment companies; (17) upon request, assist each Fund in the evaluation and selection of other service providers, such as independent public accountants, printers, EDGAR providers and proxy solicitors (such parties may be affiliates of GFS); and (18) perform other services, recordkeeping and assistance relating to the affairs of the Trust as the Trust may, from time to time, reasonably request.

For the administrative services rendered to the Fund by GFS, the Fund pays GFS a fee equal to the greater of a minimum fee of $32,000 or 0.10% on the first $100 million of net assets, 0.08% on the next $150 million of net assets, 0.06% on next $250 million of net assets, 0.04% on the next $500 million of net assets and 0.03% on net assets greater than $1 billion.  The Fund also pays GFS for any out-of-pocket expenses.


GFS also provides the Fund with accounting services, including: (i) daily computation of net asset value; (ii) maintenance of security ledgers and books and records as required by the 1940 Act; (iii) production of the Fund's listing of portfolio securities and general ledger reports; (iv) reconciliation of accounting records; (v) calculation of yield and total return for the Fund; (vi) maintaining certain books and records described in Rule 31a-1 under the 1940 Act, and reconciling account information and balances among the Fund's custodian and Adviser; and (vii) monitoring and evaluating daily income and expense accruals, and sales and redemptions of shares of the Fund.


For the fund accounting services rendered to the Fund under the Agreement, the Fund pays GFS an annual fee of $24,000 plus 0.01% on net assets greater than $25 million. The Fund also pays GFS for any out-of-pocket expenses.  


GFS also acts as transfer, dividend disbursing, and shareholder servicing agent for the Fund pursuant to the Agreement. Under the agreement, GFS is responsible for administering and performing transfer agent functions, dividend distribution, shareholder administration, and maintaining necessary records in accordance with applicable rules and regulations.



46



[SAI005.GIF]



For such services rendered to the Fund under the Agreement, the Fund pays GFS a fee equal to the greater of (i) a minimum fee of $15,000 and (ii) $14 per open account and $2.00 per closed account. The Fund also pays GFS for any out-of-pocket expenses.  


Custodian

  

Union Bank, N.A. serves as the custodian of the Fund's assets pursuant to a custody agreement (the "Custody Agreement") by and between the Custodian and the Trust on behalf of the Fund.  The Custodian's responsibilities include safeguarding and controlling the Fund's cash and securities, handling the receipt and delivery of securities, and collecting interest and dividends on the Fund's investments. Pursuant to the Custody Agreement, the Custodian also maintains original entry documents and books of record and general ledgers; posts cash receipts and disbursements; and records purchases and sales based upon communications from the Co-Advisers. The Fund may employ foreign sub-custodians that are approved by the Board to hold foreign assets.  


Compliance Services


Northern Lights Compliance Services, LLC ("NLCS"), located at 450 Wireless Boulevard, Hauppauge, NY 11788, an affiliate of GFS 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.


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Fund has selected EisnerAmper LLP, located at 750 Third Avenue, New York, New York 10017 as its independent registered public accounting firm for the current fiscal year.  The firm provides services including (i) audit of annual financial statements, and (ii) assistance and consultation in connection with SEC filings.


LEGAL COUNSEL



Thompson Hine LLP, 41 South High Street, 17th Floor Columbus, Ohio 43215 serves as the Trust's legal counsel.


DISTRIBUTOR



Northern Lights Distributors, LLC, located at 17605 Wright Street, Omaha, Nebraska 68130 (the "Distributor") serves as the principal underwriter and national distributor for the shares of the Trust pursuant to an underwriting agreement with the Trust (the "Underwriting Agreement"). The Distributor is registered as a broker-dealer


47



[SAI005.GIF]


under the Securities Exchange Act of 1934 and each state's securities laws and is a member of FINRA. The offering of the Fund's shares are continuous. The Underwriting Agreement provides that the Distributor, as agent in connection with the distribution of Fund shares, will use its best efforts to distribute the Fund's shares.


The Underwriting Agreement provides that, unless sooner terminated, it will continue in effect for two years initially and thereafter shall continue from year to year, subject to annual approval by (a) the Board or a vote of a majority of the outstanding shares, and (b) by a majority of the Trustees who are not interested persons of the Trust or of the Distributor by vote cast in person at a meeting called for the purpose of voting on such approval.


The Underwriting Agreement may be terminated by the Fund at any time, without the payment of any penalty, by vote of a majority of the entire Board of the Trust or by vote of a majority of the outstanding shares of the Fund on 60 days written notice to the Distributor, or by the Distributor at any time, without the payment of any penalty, on 60 days written notice to the Fund. The Underwriting Agreement will automatically terminate in the event of its assignment.


Rule 12b-1 Plan


The Trust has adopted a Distribution Plan and Agreement pursuant to Rule 12b-1 under the 1940 Act (the "Plan") pursuant to which the Fund is authorized to pay the Distributor, as compensation for Distributor's account maintenance services under this Plan, a distribution and shareholder servicing fee at the rate of up to 0.25% for Class A and up to 1.00% for Class C shares of the Fund's average daily net assets attributable to the relevant class. Such fees are to be paid by the Fund monthly, or at such other intervals as the Board shall determine. Such fees shall be based upon the Fund's average daily net assets during the preceding month, and shall be calculated and accrued daily. The Fund may pay fees to the Distributor at a lesser rate, as agreed upon by the Board of Trustees of the Trust and the Distributor. The Rule 12b-1 Plan authorizes payments to the Distributor as compensation for providing account maintenance services to Fund shareholders, including arranging for certain securities dealers or brokers, administrators and others ("Recipients") to provide these services and paying compensation for these services. The Fund will bear its own costs of distribution with respect to its shares. The Distributor or other entities also receive the proceeds and contingent deferred sales charges imposed on certain redemptions of shares, which are separate and apart from payments made pursuant to the Plan.


The services to be provided by Recipients may include, but are not limited to, the following: assistance in the offering and sale of Fund shares and in other aspects of the marketing of the shares to clients or prospective clients of the respective recipients; answering routine inquiries concerning the Fund; assisting in the establishment and maintenance of accounts or sub-accounts in the Fund and in processing purchase and redemption transactions; making the Fund' investment plan and shareholder services available; and providing such other information and services to investors in shares of the Fund as the Distributor or the Trust, on behalf of the Fund, may reasonably request.


48



[SAI005.GIF]


The distribution services shall also include any advertising and marketing services provided by or arranged by the Distributor with respect to the Fund.


The Distributor is required to provide a written report, at least quarterly to the Board of Trustees of the Trust, specifying in reasonable detail the amounts expended pursuant to the Rule 12b-1 Plan and the purposes for which such expenditures were made. Further, the Distributor will inform the Board of any Rule 12b-1 fees to be paid by the Distributor to Recipients.


The Rule 12b-1 Plan may not be amended to increase materially the amount of the Distributor's compensation to be paid by the Fund, unless such amendment is approved by the vote of a majority of the outstanding voting securities of the affected class of the Fund (as defined in the 1940 Act). All material amendments must be approved by a majority of the Board of Trustees of the Trust and a majority of the Rule 12b- 1 Trustees by votes cast in person at a meeting called for the purpose of voting on a Rule 12b-1 Plan. During the term of the Rule 12b-1 Plan, the selection and nomination of non-interested Trustees of the Trust will be committed to the discretion of current non-interested Trustees. The Distributor will preserve copies of the Rule 12b-1 Plan, any related agreements, and all reports, for a period of not less than six years from the date of such document and for at least the first two years in an easily accessible place.


Any agreement related to the Rule 12b-1 Plan will be in writing and provide that: (a) it may be terminated by the Trust or the applicable Fund at any time upon sixty days' written notice, without the payment of any penalty, by vote of a majority of the respective Rule 12b-1 Trustees, or by vote of a majority of the outstanding voting securities of the Trust or the Fund; (b) it will automatically terminate in the event of its assignment (as defined in the 1940 Act); and (c) it will continue in effect for a period of more than one year from the date of its execution or adoption only so long as such continuance is specifically approved at least annually by a majority of the Board and a majority of the Rule 12b-1 Trustees by votes cast in person at a meeting called for the purpose of voting on such agreement.


DESCRIPTION OF SHARES



Each share of beneficial interest of the Trust has one vote in the election of Trustees. Cumulative voting is not authorized for the Trust. This means that the holders of more than 50% of the shares voting for the election of Trustees can elect 100% of the Trustees if they choose to do so, and, in that event, the holders of the remaining shares will be unable to elect any Trustees.


Shareholders of the Trust and any other future series of the Trust will vote in the aggregate and not by series except as otherwise required by law or when the Board determines that the matter to be voted upon affects only the interest of the shareholders of a particular series or classes. Matters such as election of Trustees are not subject to separate voting requirements and may be acted upon by shareholders of the Trust voting without regard to series.



49



[SAI005.GIF]



The Trust is authorized to issue an unlimited number of shares of beneficial interest.  Each share has equal dividend, distribution and liquidation rights. There are no conversion or preemptive rights applicable to any shares of the Fund. All shares issued are fully paid and non-assessable.


CODE OF ETHICS



The Trust, the Adviser, each Sub-Adviser and the Distributor have each adopted codes of ethics under Rule 17j-1 under the 1940 Act that governs the personal securities transactions of their board members, officers and employees who may have access to current trading information of the Trust.  Under the code of ethics adopted by the Trust (the "Code"), the Trustees are permitted to invest in securities that may also be purchased by the Fund.


In addition, the Trust has adopted a code of ethics, which applies only to the Trust's executive officers to ensure that these officers promote professional conduct in the practice of corporate governance and management. The purpose behind these guidelines is to promote (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the SEC and in other public communications made by the Funds; (iii) compliance with applicable governmental laws, rule and regulations; (iv) the prompt internal reporting of violations of this Code to an appropriate person or persons identified in the Code; and (v) accountability for adherence to the Code.


PROXY VOTING POLICIES



The Board has adopted Proxy Voting Policies and Procedures ("Policies") on behalf of the Trust, which delegate the responsibility for voting proxies to the Adviser or its designee, subject to the Board's continuing oversight. The Policies require that the Adviser or its designee vote proxies received in a manner consistent with the best interests of the Fund and shareholders.  The Policies also require the Adviser or its designee to present to the Board, at least annually, the Adviser's Proxy Policies, or the proxy policies of the Adviser's designee, and a record of each proxy voted by the Adviser or its designee on behalf of the Fund, including a report on the resolution of all proxies identified by the Adviser as involving a conflict of interest. It is anticipated that each Sub-Adviser will vote all proxies that are received on the Fund's behalf with respect to assets managed by the relevant Sub-Adviser.


Where a proxy proposal raises a material conflict between the Adviser's or a Sub-Adviser’s interests and the Fund's interests, the Adviser or applicable Sub-Adviser will resolve the conflict by voting in accordance with the policy guidelines or at the



50



[SAI005.GIF]


client's directive using the recommendation of an independent third party.  If the third party's recommendations are not received in a timely fashion, the Adviser or applicable Sub-Adviser will abstain from voting the securities held by that client's account.  A copy of the Adviser's and each Sub-Adviser’s proxy voting policies is attached hereto as Appendix A.


Information regarding how the Fund voted proxies during the most recent 12-month period ended June 30 is available without charge, upon request, by calling toll free, 1-855-233-8300, by accessing the Fund's website at www.persimmonfunds.com and by accessing the information on proxy voting filed by the Fund on Form N-PX on the SEC's website at www.sec.gov .  In addition, a copy of the Fund's proxy voting policies and procedures are also available by calling 1-855-233-8300 and will be sent within three business days of receipt of a request.

 

PURCHASE, REDEMPTION AND PRICING OF FUND SHARES



Calculation of Share Price


As indicated in the Prospectus under the heading "Net Asset Value," the net asset value ("NAV") of the Fund's shares is determined by dividing the total value of the Fund's portfolio investments and other assets, less any liabilities, by the total number of shares outstanding of the Fund.


For purposes of calculating the NAV, portfolio securities and other assets for which market quotes are available are stated at market value. Market value is generally determined on the basis of last reported sales prices, or if no sales are reported, based on quotes obtained from a quotation reporting system, established market makers, or pricing services. Securities primarily traded in the NASDAQ National Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price ("NOCP"). If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the last bid price. Certain securities or investments for which daily market quotes are not readily available may be valued, pursuant to guidelines established by the Board, with reference to other securities or indices. Short-term investments having a maturity of 60 days or less are generally valued at amortized cost. Exchange traded options, futures and options on futures are valued at the settlement price determined by the exchange. Other securities for which market quotes are not readily available are valued at fair value as determined in good faith by the Board or persons acting at their direction.


Investments initially valued in currencies other than the U.S. dollar are converted to U.S. dollars using exchange rates obtained from pricing services. As a result, the NAV of the Fund's shares may be affected by changes in the value of currencies in relation to the U.S. dollar. The value of securities traded in markets outside the United States or denominated in currencies other than the U.S. dollar may be affected



51



[SAI005.GIF]


significantly on a day that the New York Stock Exchange is closed and an investor is not able to purchase, redeem or exchange shares.


Fund shares are valued at the close of regular trading on the New York Stock Exchange (normally 4:00 p.m., Eastern time) (the "NYSE Close") on each day that the New York Stock Exchange is open. For purposes of calculating the NAV, the Fund normally uses pricing data for domestic equity securities received shortly after the NYSE Close and do not normally take into account trading, clearances or settlements that take place after the NYSE Close. Domestic fixed income and foreign securities are normally priced using data reflecting the earlier closing of the principal markets for those securities. Information that becomes known to the Fund or its agents after the NAV has been calculated on a particular day will not generally be used to retroactively adjust the price of the security or the NAV determined earlier that day.


In unusual circumstances, instead of valuing securities in the usual manner, the Fund may value securities at fair value or estimate their value as determined in good faith by the Board or their designees, pursuant to procedures approved by the Board. Fair valuation may also be used by the Board if extraordinary events occur after the close of the relevant market but prior to the NYSE Close.


The Trust expects that the holidays upon which the New York Stock Exchange ("NYSE") will be closed are as follows: New Year's Day, Martin Luther King, Jr. Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.


Purchase of Shares


Orders for shares received by the Fund in good order prior to the close of business on the NYSE on each day during such periods that the NYSE is open for trading are priced at the public offering price, which is NAV plus any sales charge, or at net asset value per share (if no sales charges apply) computed as of the close of the regular session of trading on the NYSE. Orders received in good order after the close of the NYSE, or on a day it is not open for trading, are priced at the close of such NYSE on the next day on which it is open for trading at the next determined net asset value per share plus sales charges, if any.


Redemption of Shares


The Fund will redeem all or any portion of a shareholder's shares of the Fund when requested in accordance with the procedures set forth in the "Redemptions" section of the Prospectus.  Under the 1940 Act, a shareholder's right to redeem shares and to receive payment therefore may be suspended at times: (a) when the NYSE is closed, other than customary weekend and holiday closings; (b) when trading on that exchange is restricted for any reason; (c) when an emergency exists as a result of which disposal by the Fund of securities owned is not reasonably practicable or it is not reasonably practicable for the Fund to fairly determine the value of net assets, provided



52



[SAI005.GIF]


that applicable rules and regulations of the Securities and Exchange Commission (or any succeeding governmental authority) will govern as to whether the conditions prescribed in (b) or (c) exist; or (d) when the Securities and Exchange Commission by order permits a suspension of the right to redemption or a postponement of the date of payment on redemption.

 

In case of suspension of the right of redemption, payment of a redemption request will be made based on the net asset value next determined after the termination of the suspension.


Supporting documents in addition to those listed under "Redemptions" in the Prospectus will be required from executors, administrators, trustees, or if redemption is requested by someone other than the shareholder of record. Such documents include, but are not restricted to, stock powers, trust instruments, certificates of death, appointments as executor, certificates of corporate authority and waiver of tax required in some states when settling estates.


Redemption Fees


A redemption fee of 1.00% of the amount redeemed is assessed on shares that have been redeemed within 60 days of purchase.


Waivers of Redemption Fees: The Fund has elected not to impose the redemption fee for:

·

redemptions and exchanges of Fund shares acquired through the reinvestment of dividends and distributions;

·

certain types of redemptions and exchanges of Fund shares owned through participant-directed retirement plans;

·

redemptions or exchanges in discretionary asset allocation, fee based or wrap programs ("wrap programs") that are initiated by the sponsor/financial advisor as part of a periodic rebalancing;

·

redemptions or exchanges in a fee based or wrap program that are made as a result of a full withdrawal from the wrap program or as part of a systematic withdrawal plan including the Fund's systematic withdrawal plan;

·

involuntary redemptions, such as those resulting from a shareholder's failure to maintain a minimum investment in the Fund, or to pay shareholder fees; or

·

other types of redemptions as the Adviser or the Trust may determine in special situations and approved by the Fund's or the Adviser's Chief Compliance Officer.


TAX STATUS



The following discussion is general in nature and should not be regarded as an exhaustive presentation of all possible tax ramifications. All shareholders should consult a qualified tax adviser regarding their investment in the Fund.




53



[SAI005.GIF]


The Fund intends to qualify as regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), which requires compliance with certain requirements concerning the sources of its income, diversification of its assets, and the amount and timing of its distributions to shareholders. Such qualification does not involve supervision of management or investment practices or policies by any government agency or bureau. By so qualifying, the Fund should not be subject to federal income or excise tax on its net investment income or net capital gain, which are distributed to shareholders in accordance with the applicable timing requirements. Net investment income and net capital gain of the Fund will be computed in accordance with Section 852 of the Code.  


Net investment income is made up of dividends and interest less expenses. Net capital gain for a fiscal year is computed by taking into account any capital loss carryforward of the Fund.  Capital losses incurred after January 31, 2011 may now be carried forward indefinitely and retain the character of the original loss.  Under pre-enacted laws, capital losses could be carried forward to offset any capital gains for eight years, and carried forward as short-term capital, irrespective of the character of the original loss.  Capital loss carry forwards are available to offset future realized capital gains. To the extent that these carry forwards are used to offset future capital gains it is probable that the amount offset will not be distributed to shareholders.


The Fund intends to distribute all of its net investment income, any excess of net short-term capital gains over net long-term capital losses, and any excess of net long-term capital gains over net short-term capital losses in accordance with the timing requirements imposed by the Code and therefore should not be required to pay any federal income or excise taxes. Distributions of net investment income and net capital gain will be made after the end of each fiscal year, and no later than December 31 of each year. Both types of distributions will be in shares of the Fund unless a shareholder elects to receive cash.


To be treated as a regulated investment company under Subchapter M of the Code, the Fund must also (a) derive at least 90% of its gross income from dividends, interest, payments with respect to securities loans, net income from certain publicly traded partnerships and gains from the sale or other disposition of securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to the business of investing in such securities or currencies, and (b) diversify its holdings so that, at the end of each fiscal quarter, (i) at least 50% of the market value of the Fund's assets is represented by cash, U.S. government securities and securities of other regulated investment companies, and other securities (for purposes of this calculation, generally limited in respect of any one issuer, to an amount not greater than 5% of the market value of the Fund's assets and 10% of the outstanding voting securities of such issuer) and (ii) not more than 25% of the value of its assets is invested in the securities of (other than U.S. government securities or the securities of other regulated investment companies) any one issuer, two or more issuers which the Fund controls and which are determined to be engaged



54



[SAI005.GIF]


in the same or similar trades or businesses, or the securities of certain publicly traded partnerships.


If the Fund fails to qualify as a regulated investment company under Subchapter M in any fiscal year, it will be treated as a corporation for federal income tax purposes. As such, the Fund would be required to pay income taxes on its net investment income and net realized capital gains, if any, at the rates generally applicable to corporations. Shareholders of the Fund generally would not be liable for income tax on the Fund's net investment income or net realized capital gains in their individual capacities. Distributions to shareholders, whether from the Fund's net investment income or net realized capital gains, would be treated as taxable dividends to the extent of current or accumulated earnings and profits of the Fund.


The Fund is subject to a 4% nondeductible excise tax on certain undistributed amounts of ordinary income and capital gain under a prescribed formula contained in Section 4982 of the Code. The formula requires payment to shareholders during a calendar year of distributions representing at least 98% of the Fund's ordinary income for the calendar year and at least 98.2% of its capital gain net income (i.e., the excess of its capital gains over capital losses) realized during the one-year period ending October 31 during such year plus 100% of any income that was neither distributed nor taxed to the Fund during the preceding calendar year. Under ordinary circumstances, the Fund expects to time its distributions so as to avoid liability for this tax.


The following discussion of tax consequences is for the general information of shareholders that are subject to tax. Shareholders that are IRAs or other qualified retirement plans are exempt from income taxation under the Code.


Distributions of taxable net investment income and the excess of net short-term capital gain over net long-term capital loss are taxable to shareholders as ordinary income.


Distributions of net capital gain ("capital gain dividends") generally are taxable to shareholders as long-term capital gain, regardless of the length of time the shares of the Fund have been held by such shareholders.


A redemption of Fund shares by a shareholder will result in the recognition of taxable gain or loss in an amount equal to the difference between the amount realized and the shareholder's tax basis in his or her Fund shares. Such gain or loss is treated as a capital gain or loss if the shares are held as capital assets. However, any loss realized upon the redemption of shares within six months from the date of their purchase will be treated as a long-term capital loss to the extent of any amounts treated as capital gain dividends during such six-month period. All or a portion of any loss realized upon the redemption of shares may be disallowed to the extent shares are purchased (including shares acquired by means of reinvested dividends) within 30 days before or after such redemption.  




55



[SAI005.GIF]


Distributions of taxable net investment income and net capital gain will be taxable as described above, whether received in additional cash or shares. Shareholders electing to receive distributions in the form of additional shares will have a cost basis for federal income tax purposes in each share so received equal to the net asset value of a share on the reinvestment date.


All distributions of taxable net investment income and net capital gain, whether received in shares or in cash, must be reported by each taxable shareholder on his or her federal income tax return. Dividends or distributions declared in October, November or December as of a record date in such a month, if any, will be deemed to have been received by shareholders on December 31, if paid during January of the following year. Redemptions of shares may result in tax consequences (gain or loss) to the shareholder and are also subject to these reporting requirements.


Under the Code, the Fund will be required to report to the Internal Revenue Service all distributions of taxable income and capital gains as well as gross proceeds from the redemption or exchange of Fund shares, except in the case of certain exempt shareholders. Under the backup withholding provisions of Section 3406 of the Code, distributions of taxable net investment income and net capital gain and proceeds from the redemption or exchange of the shares of a regulated investment company may be subject to withholding of federal income tax in the case of non-exempt shareholders who fail to furnish the investment company with their taxpayer identification numbers and with required certifications regarding their status under the federal income tax law, or if the Fund is notified by the IRS or a broker that withholding is required due to an incorrect TIN or a previous failure to report taxable interest or dividends. If the withholding provisions are applicable, any such distributions and proceeds, whether taken in cash or reinvested in additional shares, will be reduced by the amounts required to be withheld.


Options, Futures, Forward Contracts and Swap Agreements


To the extent such investments are permissible for the Fund, the Fund's transactions in options, futures contracts, hedging transactions, forward contracts, straddles and foreign currencies will be subject to special tax rules (including mark-to-market, constructive sale, straddle, wash sale and short sale rules), the effect of which may be to accelerate income to the Fund, defer losses to the Fund, cause adjustments in the holding periods of the Fund's securities, convert long-term capital gains into short-term capital gains and convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character of distributions to shareholders.


To the extent such investments are permissible, certain of the Fund's hedging activities (including its transactions, if any, in foreign currencies or foreign currency-denominated instruments) are likely to produce a difference between its book income and its taxable income. If the Fund's book income exceeds its taxable income, the distribution (if any) of such excess book income will be treated as (i) a dividend to the


56



[SAI005.GIF]


extent of the Fund's remaining earnings and profits (including earnings and profits arising from tax-exempt income), (ii) thereafter, as a return of capital to the extent of the recipient's basis in the shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset. If the Fund's book income is less than taxable income, the Fund could be required to make distributions exceeding book income to qualify as a regular investment company that is accorded special tax treatment.


Passive Foreign Investment Companies


Investment by the Fund in certain "passive foreign investment companies" ("PFICs") could subject the Fund to a U.S. federal income tax (including interest charges) on distributions received from the company or on proceeds received from the disposition of shares in the company, which tax cannot be eliminated by making distributions to Fund shareholders. However, the Fund may elect to treat a PFIC as a  "qualified electing fund" ("QEF election"), in which case the Fund will be required to include its share of the company's income and net capital gains annually, regardless of whether they receives any distribution from the company.


The Fund also may make an election to mark the gains (and to a limited extent losses) in such holdings "to the market" as though it had sold and repurchased its holdings in those PFICs on the last day of the Fund's taxable year. Such gains and losses are treated as ordinary income and loss. The QEF and mark-to-market elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed for the Fund to avoid taxation. Making either of these elections therefore may require the Fund to liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirement, which also may accelerate the recognition of gain and affect the Fund's total return.


Foreign Currency Transactions


The Fund's transactions in foreign currencies, foreign currency-denominated debt securities and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned.


Foreign Taxation


Income received by the Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. Tax treaties and conventions between certain countries and the U.S. may reduce or eliminate such taxes. If more than 50% of the value of the Fund's total assets at the close of its taxable year consists of securities of foreign corporations, the Fund may be able to elect to "pass through" to the Fund's shareholders the amount of eligible foreign income and similar taxes paid by the Fund. If this election is made, a shareholder generally subject to tax will be required to include in gross income (in addition to taxable dividends actually received) his or her pro rata share of the foreign taxes paid by the Fund, and


57



[SAI005.GIF]


may be entitled either to deduct (as an itemized deduction) his or her pro rata share of foreign taxes in computing his or her taxable income or to use it as a foreign tax credit against his or her U.S. federal income tax liability, subject to certain limitations. In particular, a shareholder must hold his or her shares (without protection from risk of loss) on the ex-dividend date and for at least 15 more days during the 30-day period surrounding the ex-dividend date to be eligible to claim a foreign tax credit with respect to a gain dividend. No deduction for foreign taxes may be claimed by a shareholder who does not itemize deductions. Each shareholder will be notified within 60 days after the close of the Fund's taxable year whether the foreign taxes paid by the Fund will "pass through" for that year.


Generally, a credit for foreign taxes is subject to the limitation that it may not exceed the shareholder's U.S. tax attributable to his or her total foreign source taxable income. For this purpose, if the pass-through election is made, the source of the Fund's income will flow through to shareholders of the Fund. With respect to the Fund, gains from the sale of securities will be treated as derived from U.S. sources and certain currency fluctuation gains, including fluctuation gains from foreign currency-denominated debt securities, receivables and payables will be treated as ordinary income derived from U.S. sources. The limitation on the foreign tax credit is applied separately to foreign source passive income, and to certain other types of income. A shareholder may be unable to claim a credit for the full amount of his or her proportionate share of the foreign taxes paid by the Fund. The foreign tax credit can be used to offset only 90% of the revised alternative minimum tax imposed on corporations and individuals and foreign taxes generally are not deductible in computing alternative minimum taxable income.


Original Issue Discount and Pay-In-Kind Securities


Current federal tax law requires the holder of a U.S. Treasury or other fixed income zero coupon security to accrue as income each year a portion of the discount at which the security was purchased, even though the holder receives no interest payment in cash on the security during the year. In addition, pay-in-kind securities will give rise to income which is required to be distributed and is taxable even though the Fund holding the security receives no interest payment in cash on the security during the year.


Some of the debt securities (with a fixed maturity date of more than one year from the date of issuance) that may be acquired by the Fund may be treated as debt securities that are issued originally at a discount. Generally, the amount of the original issue discount ("OID") is treated as interest income and is included in income over the term of the debt security, even though payment of that amount is not received until a later time, usually when the debt security matures. A portion of the OID includable in income with respect to certain high-yield corporate debt securities (including certain pay-in-kind securities) may be treated as a dividend for U.S. federal income tax purposes.



58



[SAI005.GIF]


Some of the debt securities (with a fixed maturity date of more than one year from the date of issuance) that may be acquired by the Fund in the secondary market may be treated as having market discount. Generally, any gain recognized on the disposition of, and any partial payment of principal on, a debt security having market discount is treated as ordinary income to the extent the gain, or principal payment, does not exceed the "accrued market discount" on such debt security. Market discount generally accrues in equal daily installments. The Fund may make one or more of the elections applicable to debt securities having market discount, which could affect the character and timing of recognition of income.


Some debt securities (with a fixed maturity date of one year or less from the date of issuance) that may be acquired by the Fund may be treated as having acquisition discount, or OID in the case of certain types of debt securities. Generally, the Fund will be required to include the acquisition discount, or OID, in income over the term of the debt security, even though payment of that amount is not received until a later time, usually when the debt security matures. The Fund may make one or more of the elections applicable to debt securities having acquisition discount, or OID, which could affect the character and timing of recognition of income.


A fund that holds the foregoing kinds of securities may be required to pay out as an income distribution each year an amount, which is greater than the total amount of cash interest the Fund actually received. Such distributions may be made from the cash assets of the Fund or by liquidation of portfolio securities, if necessary (including when it is not advantageous to do so). The Fund may realize gains or losses from such liquidations. In the event the Fund realizes net capital gains from such transactions, its shareholders may receive a larger capital gain distribution, if any, than they would in the absence of such transactions.


Shareholders of the Fund may be subject to state and local taxes on distributions received from the Fund and on redemptions of the Fund's shares.


A brief explanation of the form and character of the distribution accompany each distribution. In January of each year the Fund issues to each shareholder a statement of the federal income tax status of all distributions.


Shareholders should consult their tax advisers about the application of federal, state and local and foreign tax law in light of their particular situation.


ANTI-MONEY LAUNDERING PROGRAM



The Trust has established an Anti-Money Laundering Compliance Program (the "Program") as required by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 ("USA PATRIOT Act"). To ensure compliance with this law, the Trust's Program provides for the development of internal practices, procedures and controls, designation of anti-



59



[SAI005.GIF]


money laundering compliance officers, an ongoing training program and an independent audit function to determine the effectiveness of the Program. The Trust's secretary serves as its Anti-Money Laundering Compliance Officer.

 

Procedures to implement the Program include, but are not limited to, determining that the Fund's Distributor and Transfer Agent have established proper anti-money laundering procedures, reporting suspicious and/or fraudulent activity and a providing a complete and thorough review of all new opening account applications. The Trust will not transact business with any person or entity whose identity cannot be adequately verified under the provisions of the USA PATRIOT Act.


As a result of the Program, the Trust may be required to "freeze" the account of a shareholder if the shareholder appears to be involved in suspicious activity or if certain account information matches information on government lists of known terrorists or other suspicious persons, or the Trust may be required to transfer the account or proceeds of the account to a governmental agency.


CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES



A principal shareholder is any person who owns (either of record or beneficially) 5% or more of the outstanding shares of a fund.  A control person is one who owns, either directly or indirectly more than 25% of the voting securities of a company or acknowledges the existence of control.  As of the date of this SAI, there were no principal or control shareholders as there were no shares of the Fund outstanding.


MANAGEMENT



The business of the Trust is managed under the direction of the Board in accordance with the Agreement and Declaration of Trust and the Trust's By-laws (the "Governing Documents"), which have been filed with the SEC and are available upon request. The Board consists of five individuals, all of whom are not "interested persons" (as defined under the 1940 Act) of the Trust and the Adviser ("Independent Trustees"). Pursuant to the Governing Documents of the Trust, the Trustees shall elect officers including a President, a Secretary, a Treasurer, a Principal Executive Officer and a Principal Accounting Officer. The Board retains the power to conduct, operate and carry on the business of the Trust and has the power to incur and pay any expenses, which, in the opinion of the Board, are necessary or incidental to carry out any of the Trust's purposes. The Trustees, officers, employees and agents of the Trust, when acting in such capacities, shall not be subject to any personal liability except for his or her own bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties.


Board Leadership Structure .  The Board is led by Jerry Vincenti, who has served as the Chairman of the Board since the Trust commenced operations as an SEC-



60



[SAI005.GIF]


registered investment company in 2012.  The Board has not appointed a Lead Independent Trustee because all Trustees are Independent Trustees.  Under the Trust's Agreement and Declaration of Trust and By-Laws, the Chairman of the Board is responsible for (a) presiding at Board meetings, (b) calling special meetings on an as-needed basis, and (c) execution and administration of Trust policies, including (i) setting the agendas for Board meetings and (ii) providing information to Board members in advance of each Board meeting and between Board meetings. Generally, the Trust believes it best to have a non-executive Chairman of the Board, who together with the President (principal executive officer), are seen by our shareholders, business partners and other stakeholders as providing strong leadership.  The Trust believes that its Chairman/Lead Independent Trustee, the independent chair of the Audit Committee, and, as an entity, the full Board of Trustees, provide effective leadership that is in the best interests of the Trust, its Funds and each shareholder.

 

Board Risk Oversight .  The Board of Trustees is comprised entirely of Independent Trustees with an Audit Committee with a separate chair.  The Board is responsible for overseeing risk management, and the full Board regularly engages in discussions of risk management and receives compliance reports that inform its oversight of risk management from its Chief Compliance Officer at quarterly meetings and on an ad hoc basis, when and if necessary.  The Audit Committee considers financial and reporting the risk within its area of responsibilities.  Generally, the Board believes that its oversight of material risks is adequately maintained through the compliance-reporting chain where the Chief Compliance Officer is the primary recipient and communicator of such risk-related information.

 

Trustee Qualifications .  Generally, the Fund believes that each Trustee is competent to serve because of their individual overall merits including: (i) experience, (ii) qualifications, (iii) attributes and (iv) skills.  Mark H. Taylor, Ph.D., CPA, has over two decades of academic experience in the accounting and auditing areas, has a Doctor of Philosophy degree in Accounting, holds Certified Public Accountant designation, is Professor of Accountancy at the Weatherhead School of Management at Case Western Reserve University, serves as a member of 3 other mutual fund boards outside of the Fund Complex, currently serves on the AICPA Auditing Standards Board, and like the other Board members, also possesses a strong understanding of the regulatory framework under which investment companies must operate based on his years of service to this Board and 2 other mutual fund boards.  Mr. Jerry Vincentini is a retired business owner with decades of hands-on business experience in the academic ceremony rental market and agricultural production areas.  He holds a Bachelors of Science degree in business, and currently serves on three non-profit boards.  He also possesses an adequate understanding of the regulatory framework under which investment companies must operate based on his years of service to another mutual fund board of directors.  Mr. Anthony M. Payne has over 30 years of business experience in financial services and gaming industries including serving as an Executive Director of Iowa West Foundation (philanthropic non-profit foundation) and Iowa West Racing Association (non-profit corporation) from 1996 to July 2008. Mr. Payne served as the President of the Council Bluffs Area Chamber of Commerce/Industrial



61



[SAI005.GIF]


Foundation.  He also served as the Chairman of the First National Bank of Council Bluffs and serves as a director of another mutual fund.  He serves as a Trustee of Goodwill Industries, Inc.  Mr. Payne is a Graduate of the University of Nebraska (Lincoln) and completed further graduate work at Southern Methodist University. Mr. James Jensen has over 30 years of business experience in financial services industry including over 20 years of mutual fund board experience.  Since April 2008, Mr. Jensen has served as the Chief Executive Officer of Clearwater Law & Governance Group, where he devotes full time to corporate law practice and board governance consulting for operating companies.  From 2001 to 2008, Mr. Jensen co-founded and was Chairman of the Board for Intelisum, Inc., a company pursuing computer and measurement technology and products. From 1986 to 2004, Mr. Jensen held key positions with NPS Pharmaceuticals, Inc., as Vice President, Corporate Development, Legal Affairs and General Counsel and Secretary. In addition to his business experience, Mr. Jensen is Chairman of the Board of Bayhill Capital Corporation and is a Director of the University of Utah Research Foundation. Mr. Jensen was the founder and first President of the MountainWest Venture Group (now "MountainWest Capital Network") in 1983. Mr. Jensen is a member of the National Association of Corporate Governance ("NACD"). Mr. Jensen graduated with a BA degree from the University of Utah in 1967 and received degrees of Juris Doctor and Master of Business Administration from Columbia University in 1971.  Mr. John V. Palancia has over 30 years of business experience in financial services industry including serving as the Director of Futures Operations for Merrill Lynch, Pierce, Fenner & Smith, Inc. Mr. Palancia also holds a Bachelor of Science degree in Economics. He also possesses a strong understanding of risk management, balance sheet analysis and the regulatory framework under which regulated financial entities must operate based on service to Merrill Lynch. Additionally, he is well versed in the regulatory framework under which investment companies must operate based on his service as a member of 2 other fund boards.  The Trust does not believe any one factor is determinative in assessing a Trustee's qualifications, but that the collective experience of each Trustee makes them each highly qualified and well versed in the regulatory framework under which investment companies must operate.

 

Trustees and Officers .  The Trustees and officers of the Trust, together with information as to their principal business occupations during the past five years and other information, are shown below.  Unless otherwise noted, the address of each Trustee and Officer is 4020 South 147th Street, Suite 2, Omaha, Nebraska  68137.




62



[SAI005.GIF]


Independent Trustees


Name,
Address*
Age

Position(s) Held
with Registrant

Length of Service and Term

Principal Occupation(s)
During Past 5 Years

Number of Funds Overseen In The Fund Complex**

Other Directorships Held During Past 5 Years

Mark H. Taylor

Year of Birth: 1964

Trustee

February 2012, Indefinite

Professor of Accountancy, Case Western Reserve University since August 2009; Professor and John P. Begley Endowed Chair in Accounting, Creighton University, 2002-2009; Member AICPA Accounting Standards Board, since December 2008.

102

Ladenburg Thalmann Alternative Strategies Fund (since June 2010); Lifetime Achievement Fund, Inc. (Director and Audit Committee Chairman) (February 2007 to Present).

Jerry Vincenti

Year of Birth: 1940

Trustee,

Chairman

February 2012, Indefinite

Retired; President and Owner, Pins, Patches, Plaques Etc. Inc., since 2003; President and Owner, Graduation Supplies Inc., 1980-2008.

3

Lifetime Achievement Fund, Inc. (July 2000 to Present).

Anthony M. Payne

Year of Birth: 1942

Trustee

February 2012, Indefinite

Retired since July 2008; Executive Director, Iowa West Foundation (philanthropic non-profit foundation) and Iowa West Racing Association (non-profit corporation) from 1996 to July 2008.

3

Lifetime Achievement Fund, Inc. (July 2000 to Present).



63



[SAI005.GIF]





James U. Jensen

Year of Birth: 1944

Trustee

February 2012, Indefinite

Chief Executive Officer, ClearWater Law & Governance Group, LLC (an operating board governance consulting company) (2008-Present); Of Counsel, Woodbury & Kesler (Law Firm, 2008-Present); Legal Consultant, Jensen Consulting (2004-2008).

3

Wasatch Funds Trust (19 Funds), 1986 to present; Bayhill Capital Corporation (telephone communications) December 2007 to present; Lifetime Achievement Fund, Inc. (February 2012 to Present).

John Palancia

Year of Birth: 1954

Trustee

February 2012, Indefinite

Director – Global Futures Operations Control, Merrill Lynch, Pierce, Fenner & Smith, Inc. (2006- December 2011).

102

Lifetime Achievement Fund, Inc. (February 2012 to Present)

* The address of each Trustee and officer is c/o Gemini Fund Services, LLC, 4020 South 147th Street, Suite 2, Omaha, Nebraska 68137

** The "Fund Complex" includes the following registered management investment companies in addition to the Trust: Northern Lights Fund Trust, Northern Lights Fund Trust II, and Northern Lights Variable Trust.  


Officers of the Trust


Name,
Address
Age

Position(s) Held
with Registrant

Length of Service and Term

Principal Occupation(s)
During Past 5 Years

Andrew Rogers

450 Wireless Blvd.

Hauppauge, NY  11788

Born in 1969

President

February 2012, indefinite

Chief Executive Officer, Gemini Fund Services, LLC (since 2012); President and Manager, Gemini Fund Services, LLC (2006 - 2012); Formerly Manager, Northern Lights Compliance Services, LLC (2006 – 2008); and President and Manager, GemCom LLC (2004 - 2011).

Kevin E. Wolf

450 Wireless Blvd.

Hauppauge, NY  11788

Born in 1969

Treasurer

February 2012, indefinite

President, Gemini Fund Services, LLC (since 2012); Director of Fund Administration, Gemini Fund Services, LLC (2006 - 2012); and Vice-President, GemCom, LLC (since 2004).



64



[SAI005.GIF]





James P. Ash

450 Wireless Blvd.

Hauppauge, NY  11788

Born in 1976

Secretary

February 2012, indefinite

Senior Vice President, Gemini Fund Services, LLC (since 2012); Vice President, Gemini Fund Services, LLC (2011 - 2012); Director of Legal Administration, Gemini Fund Services, LLC (2009 - 2011); Assistant Vice President of Legal Administration, Gemini Fund Services, LLC (2008 - 2011).

William Kimme

450 Wireless Blvd.

Hauppauge, NY  11788

Born in 1963

Chief Compliance Officer

February 2012, indefinite

Senior Compliance Officer, Northern Lights Compliance Services, LLC (September 2001 - present); Compliance Officer, Mick & Associates (August, 2009 - September 2011); Assistant Director, FINRA (January 2000 - August 2009).


Audit Committee.  The Board has an Audit Committee that consists solely of Trustees who are not "interested persons" of the Trust within the meaning of the 1940 Act. The Audit Committee's responsibilities include: (i) recommending to the Board the selection, retention or termination of the Trust's independent auditors; (ii) reviewing with the independent auditors the scope, performance and anticipated cost of their audit; (iii) discussing with the independent auditors certain matters relating to the Trust's financial statements, including any adjustment to such financial statements recommended by such independent auditors, or any other results of any audit; (iv) reviewing on a periodic basis a formal written statement from the independent auditors with respect to their independence, discussing with the independent auditors any relationships or services disclosed in the statement that may impact the objectivity and independence of the Trust's independent auditors and recommending that the Board take appropriate action in response thereto to satisfy itself of the auditor's independence; and (v) considering the comments of the independent auditors and management's responses thereto with respect to the quality and adequacy of the Trust's accounting and financial reporting policies and practices and internal controls.  The Audit Committee operates pursuant to an Audit Committee Charter.  Mr. Taylor is Chairman of the Audit Committee.  During the past fiscal year, the Audit Committee held 5 meeting.    

 

Compensation of Directors.  Effective January 1, 2013, the Trust pays each Independent Trustee an annual fee of $24,000, as well as reimbursement for any reasonable expenses incurred attending the meetings, to be paid quarterly.  The Audit Committee Chairman receives an additional annual fee of $3,500.  In addition, the Chairman of the Board receives an additional annual fee of $3,500.  No "interested persons" who serve as a Trustee of the Trust will receive any compensation for their services as Trustee. None of the executive officers receive compensation from the Trust. The table below details the amount of compensation the Trustees are estimated to receive from the Trust during the fiscal year ending December 31, 2013.  The Trust does not have a bonus, profit sharing, deferred compensation, pension or retirement plan.

 

Name and Position

Aggregate Compensation From Trust*

Total Compensation From Trust and Fund Complex** Paid to Trustees

Mark H. Taylor

$27,500

$127,500



65



[SAI005.GIF]





Jerry Vincentini

$27,500

$14,000

Anthony M. Payne

$24,000

$12,000

James U. Jensen

$24,000

$12,000

John Palancia

$24,000

$124,000

* Trustees' fees will be allocated ratably to each Fund in the Trust.

** The "Fund Complex" includes the following registered management investment companies in addition to the Trust: Northern Lights Fund Trust, Northern Lights Fund Trust II, and Northern Lights Variable Trust.  


Trustees' Ownership of Shares in the Fund .  As of December 31, 2011, the Trustees beneficially owned the following amounts in the Fund:

 

Name of Trustee

Dollar Range of Equity Securities in the Fund

Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies*

Mark H. Taylor

None

None

Jerry Vincentini

None

None

Anthony M. Payne

None

None

James U. Jensen

None

None

John Palancia

None

None

* The "Family of Investment Companies" includes the following registered management investment companies in addition to the Trust: Northern Lights Fund Trust, Northern Lights Fund Trust II, and Northern Lights Variable Trust.  


FINANCIAL STATEMENTS



The Fund has not yet commenced operations and, therefore, has not produced financial statements.  Once produced, you can obtain a copy of the financial statements contained in the Fund's Annual or Semi-Annual Report without charge by calling the Fund at 1- 855-233-8300.



66



APPENDIX A


PROXY VOTING POLICIES AND PROCEDURES


Persimmon Capital Management, LP


Proxy Voting

As a matter of policy and practice, Persimmon has no authority to vote proxies on behalf of advisory clients. The firm may offer assistance as to proxy matters upon a client's request, but the client always retains the proxy voting responsibility, unless the client has designated the money manager to vote proxies on his behalf. Persimmon’s policy of having no proxy voting responsibility is disclosed to clients by way of ADV Form Part 2A.


Caerus Global Investors, LLC

PROXY VOTING

This policy is designed to ensure that the Company complies with the requirements of Rule 206(4)-6 and Rule 204-2(c)(2) under the Advisers Act, and reflects its commitment to vote all Fund securities for which it exercises voting authority in a manner consistent with the best interest of the Investors.  

Policy.  When exercising its voting authority over Fund securities, the Company shall consider the performance, activities and events related to each investment, evaluate other issues that could have an impact on the value of the security and vote with a view toward maximizing overall value.  The Company shall review each proposal submitted for a vote on a case-by-case basis to determine whether it is in the best interest of the Funds.  Depending on the Fund’s particular circumstances, the Company may vote one Fund’s securities differently than it votes those of a managed account, or may vote differently on various proposals, even though the securities or proposals are similar (or identical).  In some instances, the Company may determine that it is in the Fund’s best interest for the Company to abstain from voting, and will do so accordingly.

The Company shall vote all proxies in a prudent manner, considering the prevailing circumstances at the time, and in a manner consistent with this Proxy Voting Policy and the Company’s fiduciary duties to its Funds and Investors.

Procedures.   The following procedures are to be performed when voting materials are received.


1.

The CCO or his designee reviews the current performance, activities and events related to the investment and ensures that the Company has received all necessary voting materials.



A-1



[SAI005.GIF]


2.

The CCO or his designee reviews such information and the voting materials and determines how he or she believes the securities should be voted. The responsible individual then reviews the matter with the CCO, who determines whether the matter may involve a material conflict of interest and thus requires further consideration by the Company.

3.

The CCO or his designee ensures that the voting materials are completed and returned on time (unless it has been decided that it is in the Fund’s best interests for the Company to abstain from voting on such matter).

B.

Managing Conflicts of Interest

Policy.

 Prior to exercising its voting authority, the Company shall review the relevant facts and determines whether or not a material conflict of interest may arise due to business, personal or family relationships of the Company, its owners, its employees or its affiliates, with persons having an interest in the outcome of the vote.  If a material conflict exists, the Company shall take steps to ensure that its voting decision is based on the best interests of the Fund and is not a product of the conflict.  

Procedures.  The Company may, at its discretion, (A) disclose the conflict of interest to the Fund’s Advisory Committees and defer to such Advisory Committee’s voting recommendation; (B) defer to the voting recommendation of an independent third party provider of proxy voting services; and/or (C) take such other action in good faith (in consultation with the Company’s counsel) which would serve the best interest of the Fund.  Depending on the particular circumstances involved, the appropriate resolution of one conflict of interest may differ from the resolution of another conflict of interest, even though the general facts underlying both conflicts may be similar (or identical).

C.

Disclosure Information.

The CCO shall notify Investors that they may obtain a copy of this Proxy Voting Policy or additional information regarding how the Company has voted any of the Fund’s securities by contacting:


Matthew Husar

Chief Compliance Officer

Caerus Global Investors

712 Fifth Avenue, 19 th Floor

New York, New York 10019

Telephone:  (212) 488-5508





2



[SAI005.GIF]



Inflection Partners, LLC

 

PROXY VOTING

A.

Discretionary Accounts

The Firm instructs each custodian for a Discretionary Account to deliver to the Firm all proxy solicitation materials that the custodian receives for that Discretionary Account.  The Firm reviews the securities held in its Discretionary Accounts on a regular basis to confirm that the Firm receives copies of all proxy solicitation materials concerning such securities.  The Firm marks each proxy solicitation with the date it is received by the Firm.

For certain Discretionary Accounts, the Firm decides whether to vote a proxy on behalf of its Discretionary Accounts after considering whether the proposal will have a material effect on the Firm’s investment strategy for Discretionary Accounts.  This analysis typically leads the Firm to determine not to vote proxies. For other Discretionary Accounts where there is an affirmative duty to vote, the Firm will vote and follow the Proxy Voting Policies.

The Compliance Officer may designate an appropriate Employee to be responsible for insuring that all proxy statements are received and that the Firm responds to them in a timely manner.  The Compliance Officer has designated David L. Sherry, Jr. to be responsible for insuring all proxy statements are received and that the Firm responds to them in a timely manner.

1.

Company Information .  If the Firm is considering voting a proxy, it reviews all proxy solicitation materials it receives concerning securities held in a Discretionary Account.  The Firm evaluates all such information and may seek additional information from the party soliciting the proxy and independent corroboration of such information when the Firm considers it appropriate and when it is reasonably available.  

2.

Proxy Voting Policies .

a.

The Firm votes FOR a proposal when it believes that the proposal serves the best interests of the Discretionary Account whose proxy is solicited because, on balance, the following factors predominate:

(i)

If adopted, the proposal would have a positive economic effect on shareholder value;

(ii)

If adopted, the proposal would pose no threat to existing rights of shareholders;



3



[SAI005.GIF]


(iii)

The dilution, if any, of existing shares that would result from adoption of the proposal is warranted by the benefits of the proposal; and

(iv)

If adopted, the proposal would not limit or impair the accountability of management and the board of directors to shareholders.

b.

The Firm votes AGAINST a proposal if it believes that, on balance, the following factors predominate:

(i)

If adopted, the proposal would have an adverse economic effect on shareholder value;

(ii)

If adopted, the proposal would limit the rights of shareholders in a manner or to an extent that is not warranted by the benefits of adoption of the proposal;

(iii)

If adopted, the proposal would cause significant dilution of shares that is not warranted by the benefits of the proposal;

(iv)

If adopted, the proposal would limit or impair accountability of management or the board of directors to shareholders; or

(v)

The proposal is a shareholder initiative that the Firm believes wastes time and resources of the company or reflects the grievance of one individual.

c.

The Firm abstains from voting proxies when it believes that it is appropriate.  Usually, this occurs when the Firm believes that a proposal will not have a material effect on the Firm’s investment strategy for Discretionary Accounts.

3.

Conflicts of Interest .  Due to the size and nature of the Firm’s operations and the Firm’s limited affiliations in the securities industry, the Firm does not expect that material conflicts of interest will arise between the Firm and a Discretionary Account over proxy voting.  The Firm recognizes, however, that such conflicts may arise from time to time, such as, for example, when the Firm or one of its affiliates has a business arrangement that could be affected by the outcome of a proxy vote or has a personal or business relationship with a person seeking appointment or re-appointment as a director of a company.  If a material conflict of interest arises, the Firm will vote all proxies in accordance with Part VI.A.2.  The Firm will not place its own interests ahead of the interests of its Discretionary Accounts in voting proxies.

If the Firm determines that the proxy voting policies in Part VI.A.2 do not adequately address a material conflict of interest related to a proxy, it will provide the affected Client Account with copies of all proxy solicitation materials that the Firm receives with respect to that proxy, notify that Client Account of the actual or potential conflict of interest and of the Firm’s intended response to the proxy request (which response will be in accordance with the policies set forth in Part VI.A.2(b)), and request



4



[SAI005.GIF]


that the Client Account consent to the Firm’s intended response.  If the Client Account consents to the Firm’s intended response or fails to respond to the notice within a reasonable period of time specified in the notice, the Firm will vote the proxy as described in the notice.  If the Client Account objects to the intended response, the Firm will vote the proxy as directed by the Client Account.

4.

Shareholder Proposals by the Firm .  The Firm may submit a shareholder proposal on behalf of an Investment Fund only if permitted by the Investment Fund's governing documents or by agreement between the Firm and the Investment Fund and if the Firm believes that the proposal would provide a substantial overall benefit to the Investment Fund.  The Firm will submit a shareholder proposal on behalf of any other Discretionary Account only at the request of the Discretionary Account or with that Discretionary Account’s prior written consent.  The Firm will vote any shares in a Discretionary Account on behalf of a proposal submitted by the Firm in accordance with Part VI.A.2, unless otherwise directed by the Discretionary Account.

5.

Disclosures to Clients .  The Firm includes in Part II of its Form ADV (1) a summary of these policies and procedures relating to proxy voting, (2) an offer to provide a copy of such policies and procedures to clients on request, and (3) information concerning how a client may obtain a report summarizing how the Firm voted proxies on behalf of such client.  At the request of a Client Account, the Firm provides that Client Account with a copy of this Part VI and a report summarizing all proxy solicitations the Firm received with respect to that Client Account during the period requested and action taken by the Firm on each such proxy.

B.

Non-Discretionary Accounts .   The Firm promptly forwards any proxy solicitation materials concerning securities held in a Non-Discretionary Account that the Firm receives at least five business days before the applicable proxy voting deadline to the appropriate Client Account.  The Firm votes any such proxy as directed by that Client Account.  At a Client Account’s request, the Firm may, but is not obligated to, advise that Client Account with respect to voting any proxy.  The Firm does not provide advice concerning the voting of any proxy to any Client Account unless such advice is first approved by the Compliance Officer.  

C.

Records .  See Part VII.B regarding records that the Firm must maintain relating to these proxy voting policies and procedures.

 



5



[SAI005.GIF]


ISF Management, LLC


Proxy Voting


Policy

ISF Management, as a matter of policy and as a fiduciary to our clients, has responsibility for voting proxies for portfolio securities consistent with the best economic interests of the clients. The firm maintains written policies and procedures as to the handling, research, voting and reporting of proxy voting and makes appropriate disclosures about our firm’s proxy policies and practices. Our policy and practice includes the responsibility to monitor corporate actions, receive and vote client proxies and disclose any potential conflicts of interest as well as making information available to clients about the voting of proxies for their portfolio securities and maintaining relevant and required records.


For accounts to which ISF Management is a sub-adviser, ISF may or may not vote proxies on behalf of that account pursuant to the written agreement between ISF and the account.


Responsibility

The CCO has the responsibility for the implementation and monitoring of our proxy voting policy, practices, disclosures and record keeping, including outlining our voting guidelines in our procedures.


Procedure

ISF Management has adopted procedures to implement the firm’s policy and ensure that it is followed and amended as appropriate, which include the following:


Voting Procedures


·

ISF Management has directed our account custodians (for the private and mutual fund accounts) to transmit proxies directly to ISF Management. Proxies are then voted online according to the Voting Guidelines below.


Disclosure


·

ISF Management will provide conspicuously displayed information in its Disclosure Documents summarizing this proxy voting policy and procedures, including a statement that clients may request information regarding how ISF Management voted a client’s proxies, and that clients may request a copy of these policies and procedures.


Client Requests for Information




6



[SAI005.GIF]


·

All client requests for information regarding proxy votes, or policies and procedures, received by any employee should be forwarded to the CCO or designated compliance professional.


·

In response to any request, the firm will prepare a written response to the client with the information requested, and as applicable will include the name of the issuer, the proposal voted upon, and how ISF Management voted the client’s proxy with respect to each proposal about which client inquired. Depending on the nature of the request, ISF Management may also provide the client with a copy of these Proxy Voting procedures.


Voting Guidelines


The Firm will typically vote in the manner described below. It is the Firm’s policy generally to vote against any management proposals that the Firm believes could prevent companies from realizing their maximum market value or would insulate companies and/or management from accountability to shareholders or prudent regulatory compliance.


A. Business Operations


The Firm generally will vote in favor of proposals that are a standard and necessary aspect of business operations and that the Firm believes will not typically have a significant negative effect on the value of the investment. Factors considered in reviewing these proposals include the financial performance of the company, attendance and independence of board members and committees, and enforcement of strict accounting practices. Such proposals include, but are not limited to:

Name changes

·

Election of directors

·

Ratification of auditors

·

Maintaining current levels of directors’ indemnification and liability

·

Increase in authorized shares (common stock only) if there is no intention to significantly dilute shareholders’ proportionate interest

·

Employee stock purchase or ownership plans


B. Change in Status


Proposals that change the status of the corporation, its individual securities, or the ownership status of the securities will be reviewed on a case-by-case basis. Changes in status include proposals regarding:


·

Mergers, acquisitions, restructurings

·

Reincorporations

·

Changes in capitalization




7



[SAI005.GIF]


C. Shareholder Democracy


The Firm generally will vote against any proposal that attempts to limit shareholder democracy in a way that could restrict the ability of the shareholders to realize the value of their investment. This would include proposals endorsing or facilitating:


·

Increased indemnification protections for directors or officers

·

Certain supermajority requirements

·

Unequal voting rights

·

Classified boards

·

Cumulative voting

·

Authorization of new securities if the intention appears to be to unduly dilute the shareholders’ proportionate interest

·

Changing the state of incorporation if the intention appears to disfavor the economic interest of the shareholders


The Firm generally supports proposals that maintain or expand shareholder democracy such as:


·

Annual elections

·

Independent directors

·

Confidential voting

·

Proposals that require shareholder approval for:


o

Adoption or retention of “poison pills” or golden parachutes

o

Elimination of cumulative voting or preemptive rights

o

Reclassification of company boards


The Firm believes reasonable compensation is appropriate for directors, executives and employees of publicly traded companies. Compensation should be used as an incentive and to align the interests of the involved parties with the long-term financial success of the company. It should not be excessive or utilized in a way that compromises independence or creates a conflict of interest. Among the factors the Firm considers when reviewing a compensation proposal is whether it potentially dilutes the value of outstanding shares, whether a plan has broad-based participation and whether a plan allows for the repricing of options. Each proposal is reviewed individually.


Conflicts of Interest


·

ISF Management will identify any conflicts that exist between the interests of the adviser and the client by reviewing the relationship of ISF Management with the issuer of each security to determine if ISF Management or any of its employees has any financial, business or personal relationship with the issuer.




8



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·

If a material conflict of interest exists, the CCO will determine whether it is appropriate to disclose the conflict to the affected clients, to give the clients, including mutual funds advised by ISF Management, an opportunity to vote the proxies themselves, or to address the voting issue through other objective means such as voting in a manner consistent with a predetermined voting policy or receiving an independent third party voting recommendation.


·

ISF Management will maintain a record of the voting resolution of any conflict of interest.


Recordkeeping


The CCO shall ensure that the following proxy records in accordance with the SEC’s five-year retention requirement.


·

These policies and procedures and any amendments;

·

Any document ISF Management created that was material to making a decision how to vote proxies, or that memorializes that decision including periodic reports to the CCO.

·

A copy of each written request from a client for information on how ISF Management voted such client’s proxies, and a copy of any written response.

·

A copy of each proxy statement that ISF Management receives and a record of each vote that ISF Management casts.

·

ISF Management will provide the proxy voting information required for the annual filing of Form N-PX with respect to mutual funds advised by ISF Management and will assist in insuring that a complete report is timely filed with the Securities and Exchange Commission.

·

ISF Management will include in the mutual fund annual and semi-annual reports information

·

with respect to obtaining the Fund’s proxy voting policies and proxy voting report.





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M.A. Weatherbie & Co., Inc.


PROXY VOTING POLICIES AND PROCEDURES


M.A. Weatherbie & Co., Inc. (“MAWCO”) has adopted the following guidelines (the “Guidelines”) pursuant to which MAWCO, in the absence of special circumstances, generally shall vote proxies. These Guidelines are reasonably designed to ensure that proxies are voted in the best interest of its clients, in accordance with its fiduciary duties and applicable regulations.


I.

Duty to Vote Proxies


Proxies are an asset of a client account, which should be treated by MAWCO with the same care, diligence and loyalty as any asset belonging to a client. As such, MAWCO views seriously its responsibility to exercise voting authority over securities that are owned by its client’s portfolios. The following Guidelines should be observed with respect to proxies. A client may direct MAWCO to vote in a particular manner at any time upon written notice.


A. Each investment management agreement (“IMA”) will state that MAWCO shall vote proxies on behalf of the client, unless the client notifies MAWCO of the contrary. MAWCO shall prepare a list of all client accounts and shall indicate, for each account, whether the client has retained the power to vote proxies or whether this power has been delegated to a third party proxy voting vendor. If the client does not authorize MAWCO to have proxy voting authority, MAWCO shall mail proxy voting materials or to such other person as client designates any proxy materials received by it.


B. In every case in which a client has delegated the power to vote proxies to MAWCO, every reasonable effort should be made to vote proxies. It is the policy of MAWCO to review each proxy statement on an individual basis and to vote exclusively with the goal to best serve the financial interests of its clients.


C. To document that proxies are being voted, MAWCO has engaged Broadridge Financial Solutions (“Broadridge), formerly ADP Investor Communications (“ADP”) as its voting delegate to handle administrative functions of proxy voting and maintain records of proxy statements and records of votes cast. The Sr. Director of Administration (“Director”) is responsible for overseeing the Broadridge relationship. Notwithstanding the foregoing, MAWCO retains final authority and fiduciary responsibility for proxy voting.


In each instance in which a proxy is not voted for any reason (such as the late receipt of the proxy, incorrect instructions as to how to vote the proxy, or for some other reason), a written explanation should be prepared stating the reasons why the proxy was not voted. MAWCO shall make its proxy voting history and these Guidelines available to



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clients upon request. Clients may contact Mildred Mallen at (617) 951-2550 or by email to mmallen@mawco.com.


II.

Guidelines for Voting Proxies


If a client has delegated the power to vote proxies to MAWCO, MAWCO generally will vote proxies so as to promote the long-term economic value of the underlying securities, and generally will follow the Guidelines provided below. Each proxy proposal should be considered on its own merits, and an independent determination should be made whether to support or oppose management’s position. MAWCO believes that the recommendation of management should be given substantial weight, but will not support management proposals that may be detrimental to the underlying value of client positions.


MAWCO’s Director is responsible for administering and overseeing the proxy voting process. The Director also will engage and oversee Broadridge , its third-party vendor, to review, monitor and/or vote proxies.


The Guidelines set forth below deal with various categories of proxy proposals, particularly in the area of corporate governance. While they are not exhaustive, they do provide a good indication of MAWCO’s general approach to a wide range of issues. On occasion, MAWCO may vote a proxy otherwise than suggested by the Guidelines, but departures from the Guidelines are expected to be rare, and MAWCO will maintain a record supporting such a vote. There may be times when MAWCO determines that refraining from voting a proxy is in the client’s best interest, such as when the cost of voting a proxy exceeds the expected benefit to the client. If a matter is not specifically covered by these Guidelines, the Director, in consultation with the Portfolio Manager (“PM”) whose area of coverage is for that stock, and if necessary, the Chief Investment Officer (“CIO”) shall vote the proxy consistent with the general principles of these Guidelines and in the client’s best interest.


When voting proxies of securities held in plan investment portfolios, MAWCO recognizes the

following:


1. Trustees are responsible for voting proxies held by a plan, unless the plan documents authorize the investment adviser or another person to vote them;

2. If MAWCO is delegated authority to vote proxies, the plan trustee or other plan official will monitor its activities. Such official may also issue written guidelines to MAWCO governing proxy voting;

3. MAWCO may not delegate the authority to vote proxies, unless the plan instrument or investment advisory agreement expressly allows such delegation.


MAWCO usually opposes proposals that dilute the economic interest of shareholders, reduce shareholders’ voting rights or otherwise limit their authority.



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MAWCO generally will vote for mergers, acquisitions or leveraged buy-outs if the offer approaches or exceeds value estimates for that issuer.


MAWCO generally characterizes proxy voting issues into three Levels (I, II and III). Proxies are reviewed by the PM. They also monitor legislative and corporate governance developments and coordinate any corporate or other communications related to proxy issues. The Level of proposal will determine the depth of research required by the PM when deciding how to vote each proxy.


Provided below are Guidelines for certain types of proxy proposals MAWCO employs to develop its position in its proxy voting procedures within each Level of proposal. This section also provides examples of categories and issues as a guide for MAWCO and is not intended to be a comprehensive list of all possible issues within each Level.


A.

  General Guidelines


Proxies are voted in what is believed to be the client’s best interest and not necessarily always with management. Each situation is considered individually within the general guidelines. Level I matters normally are voted based on the recommendation of the issuer’s management. Matters that could meaningfully impact the position of existing shareholders (Levels II and III) are given special consideration and voted in a manner that is believed to support the interests of shareholders.


1. Level I Proposals


Level I proposals are those which do not propose to change the structure, bylaws, or operations of the corporation to the detriment of the shareholders. Given the routine nature of these proposals, proxies will nearly always be voted with management. However, the PM will research the issue before making a conclusion as to how a vote would be in the best interest of the client. Traditionally, Level I issues include:


§

Approval of auditors

§

Election of directors and officers of the corporation

§

Indemnification provisions for directors

§

Liability limitations of directors

§

Name changes

§

Declaring stock splits

§

Elimination of preemptive rights

§

Incentive compensation plans, stock option plans

§

Minor amendments to the articles of incorporation

§

Employment contracts between the company and its executives and remuneration for directors

§

Automatic dividend reinvestment plans



12



[SAI005.GIF]


§

Retirement plans, pensions plans and profit sharing plans, creation of and amendments thereto


2.   Level II Proposals


Issues in this category are more likely to affect the structure and operations of the corporation and, therefore, will have a greater impact on the value of a client’s investment. The applicable PM will review each issue in this category on a case-by-case basis and perform research to make a decision based on the best interest of the client. In those instances where the decision is not clear cut, they will consult with the Director and CIO. As stated previously, voting decisions will be made based on the perceived best interest of the clients. Level II proposals include:


§

Mergers and acquisitions

§

Restructuring

§

Re-incorporation or formation

§

Changes in capitalization

§

Increase or decrease in number of directors

§

Increase or decrease in preferred stock

§

Increase or decrease in common stock

§

Social issues


3. Level III (Corporate Governance) Proposals


MAWCO generally will vote against any management proposal that clearly has the effect of restricting the ability of shareholders to realize the full potential value of their investment. In addition to the steps taken to render a decision in the above-mentioned scenarios (Level I and Level II proposals), they may find it necessary to contact company management to discuss any such proposal to gain a more complete understanding before casting a vote. Proposals in Level III may include:


§

Poison pills

§

Golden parachutes

§

Greenmail

§

Supermajority voting

§

Board classification without cumulative voting

§

Confidential voting


B.

  Voting Process


Proxies generally are received and voted electronically through Broadridge’s proprietary software called Proxy Edge. MAWCO will receive and forward the proxy statement for each individual meeting to the PM to review. The applicable PM will examine the materials and then decide how to vote based on the Guidelines. The PM will communicate the decision to the Director, who will then enter the votes on the Proxy



13



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Edge software where they are recorded and then transmitted electronically. The communication between the PM and the Director will be kept in its original form for a period of not less than a rolling twelve-month period beginning June 1, 2003. If the custodian for an account is not registered with Broadridge, MAWCO manually will vote the proxy via the Internet using www.proxyvote.com or mail the paper ballot. Manual ballots also are recorded with Proxy Edge. After votes are cast, the Director will perform a review to ensure that all proxies have been received, and for which a voting obligation exists, have been voted.


III.

Conflicts of Interests


MAWCO may have a conflict of interest in voting a particular proxy. A conflict of interest could arise, for example, as a result of a business relationship with a company, or a direct or indirect business interest in the matter being voted upon, or as a result of a personal relationship with corporate directors or candidates for directorships. Whether a relationship creates a material conflict of interest will depend upon the facts and circumstances.

In the event that the relevant PM and Director determine that MAWCO has a conflict of interest with respect to a proxy proposal, the PM and the Director shall determine whether the conflict is material. In these instances, they may consult with the CIO to determine whether any of the following steps should be taken: (1) fully disclose the nature of the conflict to the client and obtain the client’s consent as to how MAWCO shall vote on the proposal for the clients account; (2) contact an independent third party to recommend how to vote on the proposal and vote in accordance with the recommendation of such third party; or (3) vote on the proposal and detail how MAWCO’s material conflict did not influence the decision-making process. There may be circumstances where the PM addresses a material conflict of interest by abstaining from voting, provided that he has determined that abstaining from voting on the proposal is in the best interests of the client. Issues not covered by these Guidelines will be examined by the PM and the Director.


The Director shall document the manner in which proxies involving a material conflict of interest have been voted as well as the basis for any determination that MAWCO does not have a material conflict of interest in respect of a particular matter. Such documentation shall be maintained with the records of MAWCO.


IV.

  Recordkeeping and Reporting


MAWCO is required to maintain records of proxies voted pursuant to Section 204(2) of the Advisers Act and Rule 204-2(c) thereunder. MAWCO will maintain and make available to clients for review a copy of its Guidelines, proxy statements received regarding client securities, a record of each vote cast, and each written client request for proxy voting records and MAWCO’s response to any client request for such records.




14



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MAWCO utilizes Broadridge’s Proxy Edge software to assist in voting proxies. Proxy Edge maintains a complete transaction history for every electronic and manual vote cast by MAWCO on behalf of its clients. Proxy Edge generates Vote Summary Reports on voting activity by account and by date range. These reports are available to all clients who wish to monitor the proxy voting activity of MAWCO.


Proxy voting books and records are maintained by MAWCO for five years, the first two in an easily accessible place.

Open Field Capital, LLC


PROXY VOTING POLICY

The terms of the standard Investment Management Agreement delegates to Open Field Capital LLC (“OFC”) the authority and responsibility to vote the proxies of its respective investment advisory clients, including both ERISA and non-ERISA clients. To date there are no ERISA clients. For any Separate Account clients who may prefer to handle their own proxy voting their Investment Management Agreement(s) will be amended to so specify.

Policy

OFC as a matter of policy and as a fiduciary, has responsibility for voting proxies for portfolio securities consistent with the best economic interests of its clients. Our firm maintains written policies and procedures as to the handling, research, voting and reporting of proxy voting and makes appropriate disclosures about our firm’s proxy policies and practices. Our policy and practice includes the responsibility to monitor corporate actions, receive and vote client proxies and disclose any potential conflicts of interest as well as making information available to clients about the voting of proxies for their portfolio securities and maintaining relevant and required records.

Background

Proxy voting is an important right of shareholders and reasonable care and diligence must be undertaken to ensure that such rights are properly and timely exercised.

Investment advisers registered with the SEC, and which exercise voting authority with respect to client securities, are required by Rule 206(4)-6 of the Advisers Act to (a) adopt and implement written policies and procedures that are reasonably designed to ensure that client securities are voted in the best interests of clients, which must include how an adviser addresses material conflicts that may arise between an adviser's interests and those of its clients; (b) to disclose to clients how they may obtain information from the adviser with respect to the voting of proxies for their securities; (c) to describe to clients a summary of its proxy voting policies and procedures and, upon request, furnish a copy to its clients; and (d) maintain certain



15



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records relating to the adviser's proxy voting activities when the adviser does have proxy voting authority.

Responsibility

The Chief Compliance Officer (“CCO”) has the responsibility for the implementation and monitoring of our proxy voting policy, practices, disclosures and record keeping, including outlining our voting guidelines in our procedures.

Procedure

OFC has adopted procedures to implement the firm’s policy and reviews to monitor and insure the firm’s policy is observed, implemented properly and amended or updated, as appropriate, which include the following:

Voting Procedures

Voting Guidelines

In the absence of specific voting guidelines from the client, OFC will vote proxies in the best interests of each particular client. OFC's policy is to vote all proxies from a specific issuer the same way for each client absent qualifying restrictions from a client.

As a general policy, OFC believes that the management of each of the invested companies makes proxy voting recommendations that are in the best interest for the company and its shareholders. OFC will therefore, as a matter of procedure, vote in a manner that is consistent with management recommendations except in certain specific situations where OFC determines management recommendation is not consistent with its client’s interests. Any vote cast inconsistent with management recommendations will be specifically documented.

Proposals Specific to Mutual Funds

OFC serves as investment adviser to certain investment companies under the Northern Lights Fund Trust.  These funds may invest in other investment companies that are not affiliated (“Underlying Funds”) and are required by the Investment Company Act of 1940, as amended (the “1940 Act”) Act to handle proxies received from Underlying Funds in a certain manner.  Notwithstanding the guidelines provided in these procedures, it is the policy of OFC to vote all proxies received from the Underlying Funds on behalf of Northern Lights Fund Trust clients in the same manner that all proxies of the Underlying Funds held by OFC clients are voted.  After properly voted, the proxy materials are placed in a file maintained by the CCO for future reference.

Conflicts of Interest



16



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On occasion, a conflict of interest may exist between OFC and its clients regarding the outcome of certain proxy votes. In such cases, OFC is committed to resolving the conflict in the best interest of our clients before we vote the proxy in question.

OFC will identify any conflicts that exist between the interests of the adviser and the client by reviewing the relationship of OFC with the issuer of each security to determine if OFC or any of its employees has any financial, business or personal relationship with the issuer.

If a material conflict of interest exists, the CCO will determine whether it is appropriate to disclose the conflict to the affected clients, to give the clients an opportunity to vote the proxies themselves, or to address the voting issue through other objective means such as voting in a manner consistent with a predetermined voting policy or receiving an independent third party voting recommendation.

OFC will maintain a record of the resolution of any conflict of interest.

Recordkeeping

Open Field will perform all proxy voting in-house. A log is kept documenting all received proxies, decisions taken as to how to vote such proxy, as well as the rationale behind each such voted proxy.   OFC retains records in accordance with the SEC’s five-year retention requirement.  Furthermore, OFC will retain any records that relate to the following:

·

Any document OFC created that was material to making a decision how to vote proxies inconsistent with management recommendations; and

·

A copy of each written request from a client for information on how OFC voted such client’s proxies, and a copy of any written response

Disclosure

OFC will provide conspicuously displayed information in its Form ADV Part II, summarizing this proxy voting policy and procedures, including a statement that clients may request information regarding how OFC voted a client’s proxies, and that clients may request a copy of these policies and procedures.

Questions regarding this Policy should be addressed to OFC’s Chief Compliance Officer. This policy will be reviewed on a periodic basis and updated if necessary.




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Sonica Capital, LLC


PROXY VOTING POLICY AND PROCEDURES

Adopted June 1, 2012


I. STATEMENT OF POLICY


Proxy voting is an important right of shareholders and reasonable care and diligence must be undertaken to ensure that such rights are properly and timely exercised. When the Adviser has discretion to vote the proxies of its clients, it will vote those proxies in the best interest of its clients and in accordance with these policies and procedures.


II. PROXY VOTING PROCEDURES


·

All proxies received by the Adviser will be sent to the Compliance Officer. The Compliance Officer will:

·

Keep a record of each proxy received;

·

Forward the proxy to the portfolio manager or other person who makes the voting decision in the firm (hereafter referred to as “Chief Investment Officer”);

·

Determine which accounts managed by the Adviser hold the security to which the proxy relates;

·

Provide the Chief Investment Officer with a list of accounts that hold the security, together with the number of votes each account controls (reconciling any duplications), and the date by which the Adviser must vote the proxy in order to allow enough time for the completed proxy to be returned to the issuer prior to the vote taking place.

·

Absent material conflicts (see Section IV below), the Chief Investment Officer will determine how the Adviser should vote the proxy. The Chief Investment Officer will send its decision on how the Adviser will vote a proxy to the Compliance Officer. The Compliance Officer is responsible for completing the proxy and mailing the proxy in a timely and appropriate manner.

·

The Adviser may retain a third party to assist it in coordinating and voting proxies with respect to client securities. If so, the Compliance Officer will monitor the third party to assure that all proxies are being properly voted and appropriate records are being retained.


III. VOTING GUIDELINES


In the absence of specific voting guidelines from the client, the Adviser will vote proxies in the best interests of each particular client, which may result in different voting results



18



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for proxies for the same issuer. The Adviser believes that voting proxies in accordance with the following guidelines is in the best interests of its clients.

·

Generally, the Adviser will vote in favor of routine corporate housekeeping proposals, including election of directors (where no corporate governance issues are implicated), selection of auditors, and increases in or reclassification of common stock.

·

Generally, the Adviser will vote against proposals that make it more difficult to replace members of the issuer’s board of directors, including proposals to stagger the board, cause management to be overrepresented on the board, introduce cumulative voting, introduce unequal voting rights, and create supermajority voting.


For other proposals, the Adviser shall determine whether a proposal is in the best interests of its clients and may take into account the following factors, among others:


·

whether the proposal was recommended by management and the Adviser's opinion of management;

·

whether the proposal acts to entrench existing management; and

·

whether the proposal fairly compensates management for past and future performance.


IV. CONFLICTS OF INTEREST

 

1. The Compliance Officer will identify any conflicts that exist between the interests of the Adviser and its clients. This examination will include a review of the relationship of the Adviser and its affiliates with the issuer of each security and any of the issuer’s affiliates to determine if the issuer is a client of the Adviser or an affiliate of the Adviser or has some other relationship with the Adviser or a client of the Adviser.


2. If a material conflict exists, the Adviser will determine whether voting in accordance with the voting guidelines and factors described above is in the best interests of the client. The Adviser will also determine whether it is appropriate to disclose the conflict to the affected clients and, except in the case of clients that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), give the clients the opportunity to vote their proxies themselves. In the case of ERISA clients, if the Investment Management Agreement reserves to the ERISA client the authority to vote proxies when the Adviser determines it has a material conflict that affects its best judgment as an ERISA fiduciary, the Adviser will give the ERISA client the opportunity to vote the proxies themselves. Absent the client reserving voting rights, the Adviser will vote the proxies solely in accordance with the policies outlined in Section III, “Voting Guidelines” above.




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V. DISCLOSURE


1. The Adviser will disclose in its Form ADV Part 2 that clients may contact the Compliance Officer, via e-mail or telephone, in order to obtain information on how the Adviser voted such client’s proxies, and to request a copy of these policies and procedures. If a client requests this information, the Compliance Officer will prepare a written response to the client that lists, with respect to each voted proxy about which the client has inquired, (a) the name of the issuer; (b) the proposal voted upon, and (c) how the Adviser voted the client’s proxy.


2. A concise summary of this Proxy Voting Policy and Procedures will be included in the Adviser’s Form ADV Part 2, and will be updated whenever these policies and procedures are updated. The Compliance Officer will arrange for a copy of this summary to be sent to all existing clients either as a separate mailing or along with a periodic account statement or other correspondence sent to clients.


VI. RECORDKEEPING


The Compliance Officer will maintain files relating to the Adviser’s proxy voting procedures in an easily accessible place. Records will be maintained and preserved for five years from the end of the fiscal year during which the last entry was made on a record, with records for the first two years kept in the offices of the Adviser. Records of the following will be included in the files:


Copies of this proxy voting policy and procedures, and any amendments thereto.

A copy of each proxy statement that the Adviser receives, provided however that the Adviser may rely on obtaining a copy of proxy statements from the SEC’s EDGAR system for those proxy statements that are so available. 1

A record of each vote that the Adviser casts. 2

A copy of any document the Adviser created that was material to making a decision how to vote proxies, or that memorializes that decision.

1 The Adviser may choose instead to have a third party retain a copy of proxy statements (provided that the third party undertakes to provide a copy of the proxy statements promptly upon request).

2 The Adviser may also rely on a third party to retain a copy of the votes cast (provided that the third party undertakes to provide a copy of the record promptly upon request).



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A copy of each written client request for information on how the Adviser voted such client’s proxies, and a copy of any written response to any (written or oral) client request for information on how the Adviser voted its proxies.




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Turner Investment, LP


Proxy Voting Policy and Procedures


Turner Investments, L.P. (“Turner”) acts as a fiduciary in relation to its clients and the assets entrusted by them to its management. Where the assets placed in Turner’s care include shares of corporate stock, and except where the client has expressly reserved to itself or another party the duty to vote proxies, it is Turner’s duty as a fiduciary to vote all proxies relating to such shares.


Duties with Respect to Proxies:


Turner has an obligation to vote all proxies appurtenant to shares of corporate stock owned by its client accounts in the best interests of those clients. In voting these proxies, Turner may not be motivated by, or subordinate the client’s interests to, its own objectives or those of persons or parties unrelated to the client. Turner will exercise all appropriate and lawful care, skill, prudence and diligence in voting proxies, and shall vote all proxies relating to shares owned by its client accounts and received by Turner. Turner shall not be responsible, however, for voting proxies that it does not receive in sufficient time to respond.


Delegation to Proxy Voter Services:


In order to carry out its responsibilities in regard to voting proxies, Turner must track all shareholder meetings convened by companies whose shares are held in Turner client accounts, identify all issues presented to shareholders at such meetings, formulate a principled position on each such issue and ensure that proxies pertaining to all shares owned in client accounts are voted in accordance with such determinations.


Consistent with these duties, Turner has delegated certain aspects of the proxy voting process to Institutional Shareholder Services, and its Proxy Voter Services (PVS) subsidiary. PVS is a separate investment adviser registered under the Investment Advisers Act of 1940, as amended. Under an agreement entered into with Turner, PVS has agreed to vote proxies in accordance with recommendations developed by PVS and overseen by Turner, except in those instances where Turner has provided it with different direction.


PVS’s voting recommendations typically favor the interests of the shareholder/owner rather than a company’s management. Turner’s long-standing practice has been to follow voting guidelines of this type. Although Turner has not chosen PVS or its services for this reason, its engagement of PVS could be interpreted as helpful to maintaining or attracting clients or potential clients supportive of shareholder/owner rights. In this respect its engagement of PVS potentially presents a conflict of interest for Turner, which has a number of clients concerned with shareholder/owner rights, including but not limited to public plans and unions.



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It should be emphasized that any client or potential client of Turner need not delegate the voting of proxies to Turner (and thus indirectly to PVS as overseen by Turner), and may instead direct its custodian or another party to undertake this responsibility. Alternatively, a client or potential client may direct Turner to vote following guidelines it selects rather than following the Turner 44 selected PVS guidelines if its preference is to follow voting guidelines that typically favor the interests of company management. Turner will provide upon request a copy of the current proxy voting guidelines followed by PVS to assist you in this evaluation.


Review and Oversight:


Turner has reviewed the methods used by PVS to identify and track shareholder meetings called by publicly traded issuers throughout the United States and around the globe. Turner has satisfied itself that PVS operates a system reasonably designed to identify all such meetings and to provide Turner with timely notice of the date, time and place of such meetings. Turner has further reviewed the principles and procedures employed by PVS in making recommendations on voting proxies on each issue presented, and has satisfied itself that PVS’s recommendations are: (i) based upon an appropriate level of diligence and research, and (ii) designed to further the interests of shareholders and not serve other unrelated or improper interests. Turner, either directly or through its duly-constituted Proxy Committee, shall review its determinations as to PVS at least annually.


Notwithstanding its belief that PVS’s recommendations are consistent with the best interests of shareholders and appropriate to be implemented for Turner’s client accounts, Turner has the right and the ability to depart from a recommendation made by PVS as to a particular vote, slate of candidates or otherwise, and can direct PVS to vote all or a portion of the shares owned for client accounts in accordance with Turner’s preferences. PVS is bound to vote any such shares subject to that direction in strict accordance with all such instructions. Turner, through its Proxy Committee, reviews on a regular basis the overall shareholder meeting agenda, and seeks to identify shareholder votes that warrant further review based upon either (i) the total number of shares of a particular company stock that Turner holds for its clients accounts, or (ii) the particular subject matter of a shareholder vote, such as board independence or shareholders’ rights issues. In determining whether to depart from a PVS recommendation, the Turner Proxy Committee looks to its view of the best interests of shareholders, and provides direction to PVS only where in Turner’s view departing from the PVS recommendation appears to be in the best interests of Turner’s clients as shareholders. The Proxy Committee keeps minutes of its determinations in this regard.


The Turner Proxy Committee has only very infrequently departed from the PVS recommendation, and clients should expect that the PVS recommendation will be followed for the vast majority of votes.





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Conflicts of Interest:


Turner stock is not publicly traded, and Turner is not otherwise affiliated with any issuer whose shares are available for purchase by client accounts. Further, no Turner affiliate currently provides brokerage, underwriting, insurance, banking or other financial services to issuers whose shares are available for purchase by client accounts.


Where a client of Turner is a publicly traded company in its own right, Turner may be restricted from acquiring that company’s securities for the client’s benefit. Further, while Turner believes 45 that any particular proxy issues involving companies that engage Turner, either directly or through their pension committee or otherwise, to manage assets on their behalf, generally will not present conflict of interest dangers for the firm or its clients, in order to avoid even the appearance of a conflict of interest, the Proxy Committee will determine, by surveying the Firm’s employees or otherwise, whether Turner, an affiliate or any of their officers has a business, familial or personal relationship with a participant in a proxy contest, the issuer itself or the issuer’s pension plan, corporate directors or candidates for directorships. In the event that any such relationship is found to exist, the Proxy Committee will take appropriate steps to ensure that any such relationship (or other potential conflict of interest), does not influence Turner’s or the Committee’s decision to provide direction to PVS on a given vote or issue. Further to that end, Turner will adhere to all recommendations made by PVS in connection with all shares issued by such companies and held in Turner client accounts, and, absent extraordinary circumstances that will be documented in writing, will not subject any such proxy to special review by the Proxy Committee.


As discussed above, Turner’s selection of PVS may be considered a potential conflict of interest. Turner will in all instances seek to resolve any conflicts of interests that may arise prior to voting proxies or selecting a proxy voting agent/research provider in a manner that reflects the best interests of its clients.


Securities Lending:


Turner will generally not vote nor seek to recall in order to vote shares on loan in connection with client administered securities lending programs, unless it determines that a vote is particularly significant. Seeking to recall securities in order to vote them even in these limited circumstances may nevertheless not result in Turner voting the shares because the securities are unable to be recalled in time from the party with custody of the securities, or for other reasons beyond Turner’s control. Clients that participate in securities lending programs should expect that Turner will not frequently vote or seek to recall in order to vote shares that are on loan.



Obtaining Proxy Voting Information:




24



[SAI005.GIF]


To obtain information on how Turner voted proxies or for a copy of current PVS guidelines, please contact:


Andrew Mark, Chief Technology and Operations Officer

c/o Turner Investments, L.P.

1205 Westlakes Drive, Suite 100

Berwyn, PA 19312


Recordkeeping:


Turner shall retain its (i) proxy voting policies and procedures; (ii) proxy statements received regarding client statements; (iii) records or votes it casts on behalf of clients; (iv) records of client requests for proxy voting information, and (v) any documents prepared by Turner that are 46 material in making a proxy voting decision. Such records may be maintained with a third party, such as PVS, that will provide a copy of the documents promptly upon request.


Adopted: July 1, 2003

Last revised: June 15, 2009



25




 

PART C

OTHER INFORMATION



Item 28. Exhibits.


(a) Articles of Incorporation.


(i)

Registrant's Agreement and Declaration of Trust, which was filed as an exhibit to the Registrant’s Registration Statement on Form N-1A on December 30, 2011, is incorporated by reference.


(ii)

Certificate of Trust, which was filed as an exhibit to the Registrant’s Registration Statement on Form N-1A on December 30, 2011, is incorporated by reference.


(b) By-Laws. Registrant's By-Laws, which were filed as an exhibit to the Registrant’s Registration Statement on Form N-1A on December 30, 2011, are incorporated by reference.


(c) Instruments Defining Rights of Security Holder. None other than in the Declaration of Trust and By-Laws of the Registrant.


(d) Investment Advisory Contracts.


(i)

Management Agreement for Lifetime Achievement Fund as previously filed on April 9, 2012 to the Registrant’s Registration Statement on Form N-1A.

(ii)

Investment Advisory Agreement between Swan Wealth Advisors, Inc. and Registrant, with respect to the Swan Defined Risk Fund as previously filed on November 13, 2012 to the Registrant’s Registration Statement in Post-Effective Amendment No. 17, and hereby incorporated by reference.

(iii)

Investment Advisory Agreement between Taylor Investment Advisors, LP and Registrant, with respect to the Taylor Xplor Managed Futures Strategy Fund as previously filed on August 23, 2012 to the Registrant’s Registration Statement in Post-Effective Amendment No. 8, and hereby incorporated by reference.

(iv)

Sub-Advisory Agreement between Taylor Investment Advisors, LP and BlackRock Investment Management, LLC with respect to Taylor Xplor Managed Futures Strategy Fund as previously filed on November 13, 2012 to the Registrant’s Registration Statement in Post-Effective Amendment No. 17, and hereby incorporated by reference.

(v)

Investment Advisory Agreement between CARF Management, LLC and Registrant, with respect to the River Rock IV Fund filed on September 5, 2012 to the Registrant’s Registration Statement in Post-Effective Amendment No. 10, and hereby incorporated by reference.

(vi)

Investment Advisory Agreement between Footprints Asset Management & Research, Inc., and Registrant, with respect to the Footprints Discover Value Fund as previously filed on November 13, 2012 to the Registrant’s Registration




Statement in Post-Effective Amendment No. 17, and hereby incorporated by reference.

(vii)

Investment Advisory Agreement between GL Capital Partners, LLC, and Registrant, with respect to the GL Macro Performance Fund as previously filed on December 10, 2012 to the Registrant’s Registration Statement in Post-Effective Amendment No. 20, and hereby incorporated by reference.

(viii)

Investment Advisory Agreement between Persimmon Capital Management, LP, and Registrant, with respect to the Persimmon Long/Short Fund is filed herewith .

(ix)

Form of Investment Sub-Advisory Agreement between Persimmon Capital Management, LP and Caerus Global Investors, LLC, with respect to the Persimmon Long/Short Fund is filed herewith.

(x)

Form of Investment Sub-Advisory Agreement between Persimmon Capital Management, LP and Inflection Partners LLC, with respect to the Persimmon Long/Short Fund to be filed is filed herewith .

(xi)

Form of Investment Sub-Advisory Agreement between Persimmon Capital Management, LP and M.A. Weatherbie & Co., Inc., with respect to the Persimmon Long/Short Fund is filed herewith .

(xii)

Form of Investment Sub-Advisory Agreement between Persimmon Capital Management, LP and Open Field Capital LLC, with respect to the Persimmon Long/Short Fund is filed herewith.

(xiii)

Form of Investment Sub-Advisory Agreement between Persimmon Capital Management, LP and Sonica Capital, LLC, with respect to the Persimmon Long/Short Fund is filed herewith .

(xiv)

Investment Advisory Agreement between Good Harbor Financial, LLC and Registrant, with respect to the Good Harbor U.S. Tactical Core Fund to be filed by amendment.

(xv)

Investment Advisory Agreement between Spectrum Advisory Services, Inc. and Registrant, with respect to the Marathon Value Portfolio to be filed by amendment.

(xvi)

Investment Advisory Agreement between Momentum Investment Partners, LLC d/b/a Avatar Investment Management and Registrant, with respect to the Avatar Capital Preservation Fund, Avatar Tactical Fixed Income Fund, Avatar Absolute Return Fund and Avatar Global Opportunities Fund to be filed by amendment.

(xvii)

Form of Investment Sub-Advisory Agreement between Persimmon Capital Management, LP and Turner Investments, L.P., with respect to the Persimmon Long/Short Fund is filed herewith.

(xviii)

Form of Investment Sub-Advisory Agreement between Persimmon Capital Management, LP and ISF Management, LLC, with respect to the Persimmon Long/Short Fund is filed herewith.


(e) Underwriting Contracts. Underwriting Agreement as previously filed on April 9, 2012 to the Registrant’s Registration Statement on Form N-1A, is incorporated by reference.


(f) Bonus or Profit Sharing Contracts. None.





(g) Custodial Agreement.


(i)

Custody Agreement between the Registrant and The Huntington National Bank as previously filed on August 28, 2012 to the Registrant’s Registration Statement on Form N-1A, is incorporated by reference.


(ii)

Custody Agreement between the Registrant and Union Bank, N.A. as previously filed on August 28, 2012 to the Registrant’s Registration Statement on Form N-1A, is incorporated by reference.


(h) Other Material Contracts.


(i)

Fund Services Agreement as previously filed on April 9, 2012 to the Registrant’s Registration Statement on Form N-1A, is incorporated by reference.

(ii)

Expense Limitation Agreement between Swan Wealth Advisors, Inc. and the Registrant, with respect to the Swan Defined Risk Fund as previously filed on November 13, 2012 to the Registrant’s Registration Statement in Post-Effective Amendment No. 17, and hereby incorporated by reference.  

(iii)

Expense Limitation Agreement between CARF Management LLC and the Registrant, with respect to the River Rock IV Fund filed on September 5, 2012 to the Registrant’s Registration Statement in Post-Effective Amendment No. 10, and hereby incorporated by reference.  

(iv)

Expense Limitation Agreement between Taylor Investment Advisors, LP and the Registrant, with respect to the Taylor Xplor Managed Futures Strategy Fund as previously filed on August 23, 2012 to the Registrant’s Registration Statement in Post-Effective Amendment No. 8, and hereby incorporated by reference.

(v)

Expense Limitation Agreement between Footprints Asset Management & Research, Inc., and Registrant, with respect to the Footprints Discover Value Fund as previously filed on November 13, 2012 to the Registrant’s Registration Statement in Post-Effective Amendment No. 17, and hereby incorporated by reference.

(vi)

Expense Limitation Agreement between GL Capital Partners, LLC, and Registrant, with respect to the GL Macro Performance Fund as previously filed on December 10, 2012 to the Registrant’s Registration Statement in Post-Effective Amendment No. 20, and hereby incorporated by reference.

(vii)

Expense Limitation Agreement between Persimmon Capital Management, LLC, and Registrant, with respect to the Persimmon Long/Short Fund is filed herewith .

(viii)

Expense Limitation Agreement between Good Harbor Financial, LLC and Registrant, with respect to the Good Harbor U.S. Tactical Core Fund to be filed by amendment.

(ix)

Expense Limitation Agreement between Spectrum Advisory Services, Inc. and Registrant, with respect to the Marathon Value Portfolio to be filed by amendment.

(x)

Expense Limitation Agreement between Momentum Investment Partners, LLC d/b/a Avatar Investment Management and Registrant, with respect to the Avatar




Capital Preservation Fund, Avatar Tactical Fixed Income Fund, Avatar Absolute Return Fund and Avatar Global Opportunities Fund to be filed by amendment.

(i) Legal Opinion.


(i)

Legal Opinion and Consent is filed herewith.


(j) Other Opinions. Consent of Independent Registered Public Accounting Firm to be filed by amendment.  


(k) Omitted Financial Statements. None.


(l) Initial Capital Agreements. None.


(m) Rule 12b-1 Plans.


(i)

Plan of Distribution Pursuant to Rule 12b-1 as previously filed on April 9, 2012 to the Registrant’s Registration Statement on Form N-1A, and hereby incorporated by reference.

(ii)

Rule 12b-1 Plan of Swan Defined Risk Fund as previously filed on November 13, 2012 to the Registrant’s Registration Statement in Post-Effective Amendment No. 17, and hereby incorporated by reference.

(iii)

Rule 12b-1 Plan of Taylor Xplor Managed Futures Strategy Fund as previously filed on August 23, 2012 to the Registrant’s Registration Statement in Post-Effective Amendment No. 8, and hereby incorporated by reference.

(iv)

Rule 12b-1 Plan of River Rock IV Fund filed on September 5, 2012 to the Registrant’s Registration Statement in Post-Effective Amendment No. 10, and hereby incorporated by reference.

(v)

Rule 12b-1 Plan of Footprints Discover Value Fund as previously filed on November 13, 2012 to the Registrant’s Registration Statement in Post-Effective Amendment No. 17, and hereby incorporated by reference.

(vi)

Rule 12b-1 Plan of GL Macro Performance Fund as previously filed on December 10, 2012 to the Registrant’s Registration Statement in Post-Effective Amendment No. 20, and hereby incorporated by reference.

(vii)

Rule12b-1 Plan of Persimmon Long/Short Fund is filed herewith .

(viii)

Rule12b-1 Plan of Good Harbor U.S. Tactical Core Fund to be filed by amendment.

(ix)

Rule12b-1 Plan of Momentum Investment Partners, LLC d/b/a Avatar Investment Management and Registrant, with respect to the Avatar Capital Preservation Fund, Avatar Tactical Fixed Income Fund, Avatar Absolute Return Fund and Avatar Global Opportunities Fund to be filed by amendment.


(n) Rule 18f-3 Plan as previously filed on November 13, 2012 to the Registrant’s Registration Statement in Post-Effective Amendment No. 17, and hereby incorporated by reference.  Rule 18f-3 Plan to add Persimmon Long/Short Fund and Good Harbor U.S. Tactical Core Fund is filed herewith.  Rule 18f-3 Plan to add Avatar Capital Preservation Fund, Avatar Tactical Fixed




Income Fund, Avatar Absolute Return Fund and Avatar Global Opportunities Fund to be filed by amendment.


(o) Reserved.


(p) Code of Ethics.


(i)

Code of Ethics for the Trust as previously filed on April 9, 2012 to the Registrant’s Registration Statement on Form N-1A, and hereby incorporated by reference.

(ii)

Code of Ethics for Manarin Investment Counsel, Ltd. as previously filed on April 9, 2012 to the Registrant’s Registration Statement on Form N-1A, and hereby incorporated by reference.

(iii)

Code of Ethics for Northern Lights Distributors as previously filed on April 9, 2012 to the Registrant’s Registration Statement on Form N-1A, and hereby incorporated by reference .

(iv)

Code of Ethics of Swan Wealth Advisors, Inc. was filed previously filed on June 8, 2012 to the Registrant’s Registration Statement in Post-Effective Amendment No. 4, and hereby incorporated by reference.

(v)

Code of Ethics of Taylor Investment Advisors, LP was filed previously filed on June 8, 2012 to the Registrant’s Registration Statement in Post-Effective Amendment No. 4, and hereby incorporated by reference.

(vi)

Code of Ethics of CARF Management LLC was filed previously filed on June 18, 2012 to the Registrant’s Registration Statement in Post-Effective Amendment No. 5, and hereby incorporated by reference.

(vii)

Code of Ethics for BlackRock, Inc. as previously filed on August 23, 2012 to the Registrant’s Registration Statement in Post-Effective Amendment No. 8, and hereby incorporated by reference.

(viii)

Code of Ethics of Footprints Asset Management & Research, Inc. as previously filed on November 13, 2012 to the Registrant’s Registration Statement in Post-Effective Amendment No. 17, and hereby incorporated by reference.

(ix)

Code of Ethics of GL Capital Partners, LLC as previously filed on December 10, 2012 to the Registrant’s Registration Statement in Post-Effective Amendment No. 20, and hereby incorporated by reference.

(x)

Code of Ethics of Persimmon Capital Management LP is filed herewith .

(xi)

Code of Ethics of Caerus Global Investors, LLC is filed herewith .

(xii)

Code of Ethics of Inflection Partners LLC is filed herewith .

(xiii)

Code of Ethics of M.A. Weatherbie & Co., Inc. is filed herewith .

(xiv)

Code of Ethics of Open Field Capital LLC is filed herewith .

(xv)

Code of Ethics of Sonica Capital, LLC is filed herewith .

(xvi)

Code of Ethics of Good Harbor Financial, LLC to be filed by amendment.

(xvii)

Code of Ethics of Spectrum Advisory Services, Inc. to be filed by amendment.

(xviii)

Code of Ethics of Momentum Investment Partners, LLC d/b/a Avatar Investment Management to be filed by amendment.

(xix)

Code of Ethics of Turner Investments, L.P. is filed herewith.

(xx)

Code of Ethics of ISF Management, LLC is filed herewith.





(q) Powers of Attorney. Power of Attorney for the Trust, and a certificate with respect thereto, and each trustee and executive officer, as previously filed on April 9, 2012 to the Registrant’s Registration Statement on Form N-1A, and hereby incorporated by reference.


Item 29. Control Persons. None.


Item 30. Indemnification.


Reference is made to Article VIII of the Registrant's Agreement and Declaration of Trust Instrument which is included, Section 8 of the Underwriting Agreement, Section 7 of the Custody Agreement, and Section 4 of the Fund Services Agreement.  The application of these provisions is limited by the following undertaking set forth in the rules promulgated by the Securities and Exchange Commission:


Article VIII, Section 2(b) provides that every note, bond, contract, instrument, certificate or undertaking and every other act or document whatsoever issued, executed or done by or on behalf of the Trust, the officers or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been issued, executed or done only in such Person’s capacity as Trustee and/or as officer, and such Trustee or officer, as applicable, shall not be personally liable therefore, except as described in the last sentence of the first paragraph of Section 2 of Article VIII.


Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a trustee, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue. The Registrant may maintain a standard mutual fund and investment advisory professional and directors and officers liability policy. The policy, if maintained, would provide coverage to the Registrant, its Trustees and officers, and could cover its advisers, among others. Coverage under the policy would include losses by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty.


The Underwriting Agreement provides that the Registrant agrees to indemnify, defend and hold Northern Lights Distributors (NLD), its several officers and directors, and any person who controls NLD within the meaning of Section 15 of the Securities Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which NLD, its officers and directors, or any such controlling




persons, may incur under the Securities Act, the 1940 Act, or common law or otherwise, arising out of or based upon: (i) any untrue statement, or alleged untrue statement, of a material fact required to be stated in either any Registration Statement or any Prospectus, (ii) any omission, or alleged omission, to state a material fact required to be stated in any Registration Statement or any Prospectus or necessary to make the statements in any of them not misleading, (iii) the Registrant’s  failure to maintain an effective Registration statement and Prospectus with respect to Shares of the Funds that are the subject of the claim or demand, or (iv)  the Registrant’s failure to provide NLD with advertising or sales materials to be filed with the FINRA on a timely basis.


The Fund Services Agreements with Gemini Fund Services, LLC (GFS) provides that the Registrant agrees to indemnify and hold GFS harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributable to the Registrant’s refusal or failure to comply with the terms of the Agreement, or which arise out of the Registrant’s lack of good faith, gross negligence or willful misconduct with respect to the Registrant’s performance under or in connection with this Agreement.


The Consulting Agreement with Northern Lights Compliance Services, LLC (NLCS) provides that the Registrant agree to indemnify and hold NLCS harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributable to the Trust’s refusal or failure to comply with the terms of the Agreement, or which arise out of the Trust’s lack of good faith, gross negligence or willful misconduct with respect to the Trust’s performance under or in connection with the Agreement.  NLCS shall not be liable for, and shall be entitled to rely upon, and may act upon information, records and reports generated by the Trust, advice of the Trust, or of counsel for the Trust and upon statements of the Trust’s independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports.


Item 31. Activities of Investment Advisor and Sub-Advisor.


Certain information pertaining to the business and other connections of each Advisor of each series of the Trust is hereby incorporated herein by reference to the section of the respective Prospectus captioned “Investment Advisor” and to the section of the respective Statement of Additional Information captioned “Investment Advisory and Other Services.”  The information required by this Item 26 with respect to each director, officer or partner of each Advisor is incorporated by reference to the Advisor’s Uniform Application for Investment Adviser Registration (Form ADV) on file with the Securities and Exchange Commission (“SEC”).  Each Advisor’s Form ADV may be obtained, free of charge, at the SEC’s website at www.adviserinfo.sec.gov, and may be requested by File No. as follows:

Swan Wealth Advisors, Inc. the Advisor of the Swan Defined Risk Fund – File No.  801-70881.

Taylor Investment Advisors, LP, the Advisor of the Taylor Xplor Managed Futures Strategy Fund – File No. 801-61075.

BlackRock Investment Management, LLC, the Sub-Advisor of the Taylor Xplor Managed Futures Strategy Fund – File No. 801-56972.



CARF Management LLC, the Adviser of the River Rock IV Fund – File No. 801-76858.

Footprints Asset Management & Research, Inc., the Adviser of the Footprints Discover Value Fund – File No. 801-62315.

GL Capital Partners, LLC, the Adviser of the GL Macro Performance Fund – File No. 801-73180.

Persimmon Capital Management, LP, the Adviser of the Persimmon Long/Short Fund – File No. 801-56210.

Caerus Global Investors, LLC, a Sub-Adviser of the Persimmon Long/Short Fund – File No. 801-72410.

Inflection Partners LLC, a Sub-Adviser of the Persimmon Long/Short Fund – File No. 801-72071.

M.A. Weatherbie & Co., Inc., a Sub-Adviser of the Persimmon Long/Short Fund – File No. 801-50672.

Open Field Capital LLC, a Sub-Adviser of the Persimmon Long/Short Fund – File No. 801-64621.

Sonica Capital, LLC, a Sub-Adviser of the Persimmon Long/Short Fund – File No. 801-76955.

Good Harbor Financial, LCC, the Adviser of the Good Harbor U.S. Tactical Core Fund – File No. 801-71064.

Spectrum Advisory Services, Inc., the Adviser of the Marathon Value Portfolio – File No. 801-40286.

Momentum Investment Partners, LLC d/b/a Avatar Investment Management the Adviser of the Avatar Capital Preservation Fund, Avatar Tactical Fixed Income Fund, Avatar Absolute Return Fund and Avatar Global Opportunities Fund – File No. 801-72684.

Turner Investments, L.P., a Sub-Adviser of the Persimmon Long/Short Fund – File No. 801-36220.

ISF Management, LLC, a Sub-Adviser of the Persimmon Long/Short Fund – File No. 801-71827.

Item 32. Principal Underwriter.


(a) Northern Lights Distributors, LLC, the principal underwriter to the Trust also acts as principal underwriter for the following investment companies: AdvisorOne Funds, Arrow Investment Trust, Copeland Trust, Equinox Funds Trust,  Miller Investment Trust, Mutual Fund




Series Trust, Nile Capital Investment Trust, North Country Funds, Northern Lights Fund Trust, Northern Lights Fund Trust II, Northern Lights Variable Trust, Roge Partners Funds, The Saratoga Advantage Trust and Two Roads Shared Trust.

(b) Northern Lights Distributors, LLC is registered with Securities and Exchange Commission as a broker-dealer and is a member of the Financial Industry Regulatory Authority, Inc. The principal business address of Northern Lights Distributors, LLC is 17605 Wright Street, Omaha, NE 68130. To the best of Registrant’s knowledge, the following are the members and officers of Northern Lights Distributors, LLC:


Name

Positions and Offices

with Underwriter

Positions and Offices

with the Trust

Brian Nielsen

Manager, President, Secretary

None

Daniel Applegarth

Treasurer

None

Mike Nielsen

Chief Compliance Officer and AML Compliance Officer

None


(c) Not applicable.


Item 33. Location of Accounts and Records.


All accounts, books and documents required to be maintained by the Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1 through 31a-3 thereunder are maintained at the office of the Registrant, Adviser, Sub-Adviser, Principal Underwriter, Transfer Agent, Fund Accountant, Administrator and Custodian at the addresses stated in the SAI.


Swan Wealth Advisors, Inc. 277 E. Third Avenue, Unit A Durango, CO 81301, pursuant to the Investment Advisory Agreement with the Trust, maintains all record required pursuant to such agreement with respect to the Swan Defined Risk Fund.  


Taylor Investment Advisors, LP, 100 Crescent Court, Suite 525, Dallas, TX 75201, pursuant to the Investment Advisory Agreement with the Trust, maintains all record required pursuant to such agreement with respect to the Taylor Xplor Managed Futures Strategy Fund.  


BlackRock Investment Management, LLC, One University Square Drive, Princeton, NJ 08540, pursuant to the Sub-Advisory Agreement with the Trust, maintains all record required pursuant to such agreement with respect to the Taylor Xplor Managed Futures Strategy Fund.


CARF Management LLC, 1899 Powers Ferry Road SE, Suite 120, Atlanta, Georgia 30339, pursuant to the Advisory Agreement with the Trust, maintains all record required pursuant to such agreement with respect to the River Rock IV Fund.


Footprints Asset Management & Research, Inc., 11422 Miracle Hills Drive, Suite 208, Omaha, NE 68154 pursuant to the Advisory Agreement with the Trust, maintains all record required pursuant to such agreement with respect to the Footprints Discover Value Fund.





GL Capital Partners, LLC, 400 Fifth Avenue, Suite 600, Waltham, MA 02451 pursuant to the Advisory Agreement with the Trust, maintains all record required pursuant to such agreement with respect to the GL Macro Performance Fund.


Persimmon Capital Management, LP, 1777 Sentry Parkway, Gwynedd Hall, Suite 102, Blue Bell, PA 19422 pursuant to the Advisory Agreement with the Trust, maintains all record required pursuant to such agreement with respect to the Persimmon Long/Short Fund.


Caerus Global Investors, LLC, 712 Fifth Avenue, 19th Floor, New York, NY 10019 pursuant to the Sub-Advisory Agreement with Persimmon Capital Management, LP, maintains all record required pursuant to such agreement with respect to the Persimmon Long/Short Fund.


Inflection Partners LLC, 388 Market Street, Suite 1300, San Francisco, CA 94111 pursuant to the Sub-Advisory Agreement with Persimmon Capital Management, LP, maintains all record required pursuant to such agreement with respect to the Persimmon Long/Short Fund.


M.A. Weatherbie & Co., Inc., 256 Franklin Street, Suite 1601, Boston, MA 02110 pursuant to the Sub-Advisory Agreement with Persimmon Capital Management, LP, maintains all record required pursuant to such agreement with respect to the Persimmon Long/Short Fund.


Open Field Capital LLC, 1140 Avenue of the Americas, 9th Floor, New York, NY 10036 pursuant to the Sub-Advisory Agreement with Persimmon Capital Management, LP, maintains all record required pursuant to such agreement with respect to the Persimmon Long/Short Fund.


Sonica Capital, LLC, 400 Madison Avenue, 17th Floor, New York, NY 10017 pursuant to the Sub-Advisory Agreement with Persimmon Capital Management, LP, maintains all record required pursuant to such agreement with respect to the Persimmon Long/Short Fund.


Good Harbor Financial, LLC, 155 N. Wacker Drive, Suite, Chicago, IL 60606 pursuant to the Advisory Agreement with Trust, maintains all record required pursuant to such agreement with respect to the Good Harbor U.S. Tactical Core Fund.


Spectrum Advisory Services, Inc., 1050 Crown Pointe Parkway, Suite 750, Atlanta, GA 30338 pursuant to the Advisory Agreement with Trust, maintains all record required pursuant to such agreement with respect to the Marathon Value Portfolio.


Momentum Investment Partners, LLC d/b/a Avatar Investment Management, 575 Lexington Avenue, 8th Floor, New York, NY 10022 pursuant to the Advisory Agreement with Trust, maintains all record required pursuant to such agreement with respect to the Marathon Value Portfolio.


Turner Investments, L.P., 1205 Westlakes Drive, Suite 100, Berwyn, PA 19312 pursuant to the Sub-Advisory Agreement with Persimmon Capital Management, LP, maintains all record required pursuant to such agreement with respect to the Persimmon Long/Short Fund.





ISF Management, LLC, 767 Third Avenue, 39th Floor, New York, NY 10017 pursuant to the Sub-Advisory Agreement with Persimmon Capital Management, LP, maintains all record required pursuant to such agreement with respect to the Persimmon Long/Short Fund.


Item 34. Management Services. Not applicable.


Item 35. Undertakings.  See Item 30 above, second paragraph.


One or more of the Registrant’s series may invest up to 25% of its respective total assets in a wholly-owned and controlled subsidiary (each a “Subsidiary” and collectively the “Subsidiaries”).  Each Subsidiary will operate under the supervision of the Registrant.  The Registrant hereby undertakes that the Subsidiaries will submit to inspection by the Securities and Exchange Commission.




SIGNATURES



Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment No. 2 2 to the Registration Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hauppauge, State of New York, on the 1 7 th day of December, 2012.


Northern Lights Fund Trust III


By: Andrew Rogers*

Andrew Rogers, President


Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the dates indicated.



Name

Title

 

Andrew Rogers*

President

December 17 , 2012

Kevin E. Wolf*

Treasurer

December 17, 2012

Mark H. Taylor*

Independent Trustee

December 17, 2012

Jerry Vincentini*

Independent Trustee

December 17, , 2012

Anthony M. Payne*

Independent Trustee

December 17, 2012

James U. Jensen*

Independent Trustee

December 17, 2012

John Palancia*

Independent Trustee

December 17, 2012


*By:

Date:

  /s/ James P. Ash, Esq.

December 17, 2012

James P. Ash


*Attorney-in-Fact – Pursuant to Powers of Attorney previously filed on April 9, 2012 to the Registrant’s Registration Statement on Form N-1A.




Exhibit Index


Exhibit

Exhibit No.

Investment Advisory Agreement between Persimmon Capital Management, LP, and Registrant, with respect to the Persimmon Long/Short Fund

(d)(viii)

Form of Investment Sub-Advisory Agreement between Persimmon Capital Management, LP and Caerus Global Investors, LLC with respect to the Persimmon Long/Short Fund

(d)(ix)

Form of Investment Sub-Advisory Agreement between Persimmon Capital Management, LP and Inflection Partners LLC, with respect to the Persimmon Long/Short Fund

(d)(x)

Form of Investment Sub-Advisory Agreement between Persimmon Capital Management, LP and M.A. Weatherbie & Co., Inc., with respect to the Persimmon Long/Short Fund

(d)(xi)

Form of Investment Sub-Advisory Agreement between Persimmon Capital Management, LP and Open Field Capital LLC, with respect to the Persimmon Long/Short Fund

(d)(xii)

Form of Investment Sub-Advisory Agreement between Persimmon Capital Management, LP and Sonica Capital, LLC, with respect to the Persimmon Long/Short Fund

(d)(xiii)

Form of Investment Sub-Advisory Agreement between Persimmon Capital Management, LP and Turner Investments, L.P., with respect to the Persimmon Long/Short Fund

(d)(xvii)

Form of Investment Sub-Advisory Agreement between Persimmon Capital Management, LP and ISF Management, LLC, with respect to the Persimmon Long/Short Fund

(d)(xviii)

Expense Limitation Agreement between Persimmon Capital Management, LP and the Registrant, with respect to the Persimmon Long/Short Fund

(h)(vii)

Legal Opinion and Consent

(i)(i)

Rule 12b-1 Plan of Persimmon Long/Short Fund

(m)(vii)

Rule 18f-3 Plan to Persimmon Long/Short Fund and Good Harbor U.S. Tactical Core Fund

(n)

Code of Ethics of Persimmon Capital Management, LP

(p)(x)

Code of Ethics of Caerus Global Investors, LLC

(p)(xi)

Code of Ethics of Inflection Partners LLC

(p)(xii)

Code of Ethics of M.A. Weatherbie & Co., Inc.

(p)(xiii)

Code of Ethics of Open Field Capital LLC

(p)(xiv)

Code of Ethics of Sonica Capital, LLC

(p)(xv)

Code of Ethics of Turner Investments, L.P.

(p)(xix)

Code of Ethics of ISF Management, LLC

(p)(xx)




INVESTMENT ADVISORY AGREEMENT

Between

NORTHERN LIGHTS FUND TRUST III

 and

PERSIMMON CAPITAL MANAGEMENT, LP



       This AGREEMENT is made as of November 29 , 2012 between NORTHERN LIGHTS FUND TRUST III, a Delaware statutory trust (the “Trust”), and PERSIMMON CAPITAL MANAGEMENT, LP a Delaware Limited Parntership (the “Adviser”) located at 1777 Sentry Parkway West Gwynedd Hall, Suite 102 , Blue Bell, Pennsylvania 19422.


RECITALS:


      WHEREAS, the Trust is an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “Act”);


      WHEREAS, the Trust is authorized to issue shares of beneficial interest in separate series, each having its own investment objective or objectives, policies and limitations;


      WHEREAS, the Trust offers shares in the series named on Appendix A hereto (such series, together with all other series subsequently established by the Trust and made subject to this Agreement in accordance with Section 1.3, being herein referred to as a “Fund,” and collectively as the “Funds”);


      WHEREAS, the Adviser is or soon will be registered as an investment adviser under the Investment Advisers Act of 1940; and


     WHEREAS, the Trust desires to retain the Adviser to render investment advisory services to the Trust with respect to each Fund in the manner and on the terms and conditions hereinafter set forth;


          NOW, THEREFORE, the parties hereto agree as follows:


1.

Services of the Adviser .


      1.1 Investment Advisory Services . Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Adviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments. The Adviser shall determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation and agreements), all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund, and any other specific policies adopted by the Board and disclosed to the Adviser. The Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies.


The Adviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein.


      The Trust hereby authorizes any entity or person associated with the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement, which is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.


       1.2 Administrative Services .   The Trust has engaged the services of an administrator.   The Adviser shall provide such additional administrative services as reasonably requested by the Board of Trustees or officers of the Trust; provided, that the Adviser shall not have any obligation to provide under this Agreement any direct or indirect services to Trust shareholders, any services related to the distribution of Trust shares, or any other services which are the subject of a separate agreement or arrangement between the Trust and the Adviser. Subject to the foregoing, in providing administrative services hereunder, the Adviser shall:


      1.2.1 Office Space, Equipment and Facilities .  Provide such office space, office equipment and office facilities as are adequate to fulfill the Adviser’s obligations hereunder.


      1.2.2 Personnel . Provide, without remuneration from or other cost to the Trust, the services of individuals competent to perform the administrative functions, which are not performed by employees or other agents engaged by the Trust or by the Adviser acting in some other capacity pursuant to a separate agreement or arrangement with the Trust.


      1.2.3 Agents . Assist the Trust in selecting and coordinating the activities of the other agents engaged by the Trust, including the Trust's shareholder servicing agent, custodian, administrator, independent auditors and legal counsel.


      1.2.4 Trustees and Officers . Authorize and permit the Adviser's directors, officers and employees who may be elected or appointed as Trustees or officers of the Trust to serve in such capacities, without remuneration from or other cost to the Trust.


      1.2.5 Books and Records . Assure that all financial, accounting and other records required to be maintained and preserved by the Adviser on behalf of the Trust are maintained and preserved by it in accordance with applicable laws and regulations.


      1.2.6 Reports and Filings . Assist in the preparation of (but not pay for) all periodic reports by the Fund to its shareholders and all reports and filings required to maintain the registration and qualification of the Funds and Fund shares, or to meet other regulatory or tax requirements applicable to the Fund , under federal and state securities and tax laws.


      1.3 Additional Series . In the event that the Trust establishes one or more series after the effectiveness of this Agreement (“Additional Series”), Appendix A to this Agreement may be amended to make such Additional Series subject to this Agreement upon the approval of the Board of Trustees of the Trust and the shareholder(s) of the Additional Series, in accordance with the provisions of the Act. The Trust or the Adviser may elect not to make any such series subject to this Agreement.


      1.4 Change in Management or Control . The Adviser shall provide at least sixty (60) days' prior written notice to the Trust of any change in the ownership or management of the Adviser, or any  event or action that may constitute a change in “control,” as that term is defined in Section 2 of the Act .  The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the Funds.


2.

Expenses of the Funds .


      2.1 Expenses to be Paid by Adviser . The Adviser shall pay all salaries, expenses and fees of the officers, Trustees and employees of the Trust who are officers, directors , members or employees of the Adviser.


      In the event that the Adviser pays or assumes any expenses of the Trust not required to be paid or assumed by the Adviser under this Agreement, the Adviser shall not be obligated hereby to pay or assume the same or any similar expense in the future; provided, that nothing herein contained shall be deemed to relieve the Adviser of any obligation to the Funds under any separate agreement or arrangement between the parties.


      2.2 Expenses to be Paid by the Fund .  Each Fund shall bear all expenses of its operation, except those specifically allocated to the Adviser under this Agreement or under any separate agreement between the Trust and the Adviser. Subject to any separate agreement or arrangement between the Trust and the Adviser, the expenses hereby allocated to the Fund , and not to the Adviser, include but are not limited to:


      2.2.1 Custody . All charges of depositories, custodians, and other agents for the transfer, receipt, safekeeping, and servicing of the Fund' s cash, securities, and other property.


      2.2.2 Shareholder Servicing . All expenses of maintaining and servicing shareholder accounts, including but not limited to the charges of any shareholder servicing agent, dividend disbursing agent, transfer agent or other agent engaged by the Trust to service shareholder accounts.


      2.2.3 Shareholder Reports . All expenses of preparing, setting in type, printing and distributing reports and other communications to shareholders.


      2.2.4 Prospectuses . All expenses of preparing, converting to EDGAR format, filing with the Securities and Exchange Commission or other appropriate regulatory body, setting in type, printing and mailing annual or more frequent revisions of the Fund 's Prospectus and Statement of Additional Information and any supplements thereto and of supplying them to shareholders.


      2.2.5 Pricing and Portfolio Valuation . All expenses of computing the Fund 's net asset value per share, including any equipment or services obtained for the purpose of pricing shares or valuing the Fund 's investment portfolio.


      2.2.6 Communications . All charges for equipment or services used for communications between the Adviser or the Trust and any custodian, shareholder servicing agent, portfolio accounting services agent, or other agent engaged by the Trust.


      2.2.7 Legal and Accounting Fees . All charges for services and expenses of the Trust's legal counsel and independent accountants.


      2.2.8 Trustees' Fees and Expenses . All compensation of Trustees other than those affiliated with the Adviser, all expenses incurred in connection with such unaffiliated Trustees' services as Trustees, and all other expenses of meetings of the Trustees and committees of the Trustees.


      2.2.9 Shareholder Meetings . All expenses incidental to holding meetings of shareholders, including the printing of notices and proxy materials, and proxy solicitations therefor.


      2.2.10 Federal Registration Fees . All fees and expenses of registering and maintaining the registration of the Fund under the Act and the registration of the Fund 's shares under the Securities Act of 1933 (the “1933 Act”), including all fees and expenses incurred in connection with the preparation, converting to EDGAR format, setting in type, printing, and filing of any Registration Statement, Prospectus and Statement of Additional Information under the 1933 Act or the Act, and any amendments or supplements that may be made from time to time.


      2.2.11 State Registration Fees . All fees and expenses of taking required action to permit the offer and sale of the Fund 's shares under securities laws of various states or jurisdictions, and of registration and qualification of the Fund under all other laws applicable to the Trust or its business activities (including registering the Trust as a broker-dealer, or any officer of the Trust or any person as agent or salesperson of the Trust in any state).  


      2.2.12 Confirmations . All expenses incurred in connection with the issue and transfer of Fund shares, including the expenses of confirming all share transactions.


      2.2.13 Bonding and Insurance . All expenses of bond, liability, and other insurance coverage required by law or regulation or deemed advisable by the Trustees of the Trust, including, without limitation, such bond, liability and other insurance expenses that may from time to time be allocated to the Fund in a manner approved by its Trustees.


      2.2.14 Brokerage Commissions . All brokers' commissions and other charges incident to the purchase, sale or lending of the Fund 's portfolio securities.


      2.2.15 Taxes . All taxes or governmental fees payable by or with respect to the Fund to federal, state or other governmental agencies, domestic or foreign, including stamp or other transfer taxes.


      2.2.16 Trade Association Fees . All fees, dues and other expenses incurred in connection with the Trust's membership in any trade association or other investment organization.


      2.2.18 Compliance Fees . All charges for services and expenses of the Trust's Chief Compliance Officer.


      2.2.19 Nonrecurring and Extraordinary Expenses . Such nonrecurring and extraordinary expenses as may arise including the costs of actions, suits, or proceedings to which the Trust is a party and the expenses the Trust may incur as a result of its legal obligation to provide indemnification to its officers, Trustees and agents.


3.

Advisory Fee


       As compensation for all services rendered, facilities provided and expenses paid or assumed by the Adviser under this Agreement, each Fund shall pay the Adviser on the last day of each month, or as promptly as possible thereafter, a fee calculated by applying a monthly rate, based on an annual percentage rate, to the Fund's average daily net assets for the month. The annual percentage rate applicable to each Fund is set forth in Appendix A to this Agreement, as it may be amended from time to time in accordance with Section 1.3 of this Agreement.  If this Agreement shall be effective for only a portion of a month with respect to a Fund, the aforesaid fee shall be prorated for the portion of such month during which this Agreement is in effect for the Fund.


4.

Proxy Voting


      The Adviser will vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund may be invested from time to time.  Such proxies will be voted in a manner that you deem, in good faith, to be in the best interest of the Fund and in accordance with your proxy voting policy.  You agree to provide a copy of your proxy voting policy to the Trust prior to the execution of this Agreement, and any amendments thereto promptly.


5.

Records


      5.1 Tax Treatment . Both the Adviser and the Trust shall maintain, or arrange for others to maintain, the books and records of the Trust in such a manner that treats each Fund as a separate entity for federal income tax purposes.


      5.2 Ownership . All records required to be maintained and preserved by the Trust pursuant to the provisions or rules or regulations of the Securities and Exchange Commission under Section 31(a) of the Act and maintained and preserved by the Adviser on behalf of the Trust are the property of the Trust and shall be surrendered by the Adviser promptly on request by the Trust; provided, that the Adviser may at its own expense make and retain copies of any such records.


6.

Reports to Adviser


      The Trust shall furnish or otherwise make available to the Adviser such copies of each Fund 's Prospectus, Statement of Additional Information, financial statements, proxy statements, reports and other information relating to its business and affairs as the Adviser may, at any time or from time to time, reasonably require in order to discharge its obligations under this Agreement.


7.

Reports to the Trust


      The Adviser shall prepare and furnish to the Trust such reports, statistical data and other information in such form and at such intervals as the Trust may reasonably request.


8.

Code of Ethics


      The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide the Trust with a copy of the code and evidence of its adoption.  The Adviser will provide to the Board of Trustees of the Trust at least annually or as more frequently requested by the Trust a written report that describes any issues arising under the code of ethics since the last report to the Board of Trustees, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Adviser has adopted procedures reasonably necessary to prevent “access persons” (as that term is defined in Rule 17j-1) from violating the code.


9.

Retention of Sub-Adviser


      Subject to the Trust's obtaining the initial and periodic approvals required under Section 15 of the Act, the Adviser may retain one or more sub-advisers, at the Adviser's own cost and expense, for the purpose of managing the investments of the assets of one or more Funds of the Trust. Retention of one or more sub-advisers shall in no way reduce the responsibilities or obligations of the Adviser under this Agreement and the Adviser shall, subject to Section 11 of this Agreement, be responsible to the Trust for all acts or omissions of any sub-adviser in connection with the performance of the Adviser's duties hereunder.


10.

Services to Other Clients


      Nothing herein contained shall limit the freedom of the Adviser or any affiliated person of the Adviser to render investment management and administrative services to other investment companies, to act as investment adviser or investment counselor to other persons, firms or corporations, or to engage in other business activities.


11.

Limitation of Liability of Adviser and its Personnel


      Neither the Adviser nor any director, manager, officer or employee of the Adviser performing services for the Trust at the direction or request of the Adviser in connection with the Adviser's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with any matter to which this Agreement relates, and the Adviser shall not be responsible for any action of the Trustees of the Trust in following or declining to follow any advice or recommendation of the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement;  PROVIDED, that nothing herein contained shall be construed (i) to protect the Adviser against any liability to the Trust or its shareholders to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Adviser's duties, or by reason of the Adviser's reckless disregard of its obligations and duties under this Agreement, or (ii) to protect any director, manager, officer or employee of the Adviser who is or was a Trustee or officer of the Trust against any liability of the Trust or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of such rights which the Trust or the Fund may have under federal securities laws.


12.

Effect of Agreement


      Nothing herein contained shall be deemed to require to the Trust to take any action contrary to its Declaration of Trust or its By-Laws or any applicable law, regulation or order to which it is subject or by which it is bound, or to relieve or deprive the Trustees of the Trust of their responsibility for and control of the conduct of the business and affairs of the Trust.


13.

Term of Agreement


      With respect to each Fund, the term of this Agreement shall begin as of the date and year upon which the Fund commences investment operations, and unless sooner terminated as hereinafter provided, this Agreement shall remain in effect for a period of two years. Thereafter, this Agreement shall continue in effect with respect to each Fund from year to year, subject to the termination provisions and all other terms and conditions hereof; PROVIDED, such continuance with respect to a Fund is approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Fund or by the Trustees of the Trust; PROVIDED, that in either event such continuance is also approved annually by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto. The Adviser shall furnish to the Trust, promptly upon its request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof.


14.

Amendment or Assignment of Agreement


      Any amendment to this Agreement shall be in writing signed by the parties hereto; PROVIDED, that no such amendment shall be effective unless authorized (i) by resolution of the Trustees of the Trust, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, and (ii) by vote of a majority of the outstanding voting securities of the Fund affected by such amendment if required by applicable law. This Agreement shall terminate automatically and immediately in the event of its assignment.


15.

Termination of Agreement


      Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to one or more Funds, without payment of any penalty:


(i)

By vote of the Trust’s Board of Trustees, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, or by “vote of a majority of the outstanding voting securities” of the Fund (as defined in the 1940 Act), in each case, upon not more than 60 days’ written notice to the Adviser;


(ii)

By any party hereto upon written notice to the other party in the event of a breach of any provision of this Agreement by the other party if the breach is not cured within 15 days of notice of the breach; or


(iii)

By the Adviser upon 60 days’ written notice to the Trust.


16.

Use of Name


      The Trust is named the Northern Lights Fund Trust III and each Fund may be identified, in part, by the name “Northern Lights.”


17.

Declaration of Trust


      The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust's Declaration of Trust and agrees that the obligations assumed by the Trust or a Fund, as the case may be, pursuant to this Agreement shall be limited in all cases to the Trust or a Fund, as the case may be, and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Trust. In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee. The Adviser understands that the rights and obligations of any Fund under the Declaration of Trust are separate and distinct from those of any and all other Funds. The Adviser further understands and agrees that no Fund of the Trust shall be liable for any claims against any other Fund of the Trust and that the Adviser must look solely to the assets of the pertinent Fund of the Trust for the enforcement or satisfaction of any claims against the Trust with respect to that Fund.


18.

Confidentiality


      The Adviser agrees to treat all records and other information relating to the Trust and the securities holdings of the Funds as confidential and shall not disclose any such records or information to any other person unless (i) the Board of Trustees of the Trust has approved the disclosure or (ii) such disclosure is compelled by law.  In addition, the Adviser and the Adviser's officers, directors, members and employees are prohibited from receiving compensation or other consideration, for themselves or on behalf of a Fund, as a result of disclosing the Fund's portfolio holdings.  The Adviser agrees that, consistent with the Adviser's Code of Ethics, neither the Adviser nor the Adviser's officers, directors, members or employees may engage in personal securities transactions based on nonpublic information about a Fund's portfolio holdings.


19.

Governing Law


This Agreement shall be governed and construed in accordance with the laws of the State of New York.


20.

Interpretation and Definition of Terms


Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Act shall be resolved by reference to such term or provision of the Act and to interpretation thereof, if any, by the United States courts, or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the Securities and Exchange Commission validly issued pursuant to the Act. Specifically, the terms “vote of a majority of the outstanding voting securities,” “interested persons,” “assignment” and “affiliated person,” as used in this Agreement shall have the meanings assigned to them by Section 2(a) of the Act. In addition, when the effect of a requirement of the Act reflected in any provision of this Agreement is modified, interpreted or relaxed by a rule, regulation or order of the Securities and Exchange Commission, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.


21.

Captions


The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.


22.

Execution in Counterparts


This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.



[ Signature Page Follows ]



IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date and year first above written.




                                NORTHERN LIGHTS FUND TRUST III




                                By: /s/ Andrew Rogers

 

                               Name: Andrew Rogers


                               Title: President




                               PERSIMMON CAPITAL MANAGEMENT, LP



                                By: /s/ Gregory S. Horn


                               Name: Gregory S. Horn


                               Title: President and Managing Partner









NORTHERN LIGHTS FUND TRUST III


INVESTMENT ADVISORY AGREEMENT


APPENDIX A


FUNDS OF THE TRUST



NAME OF FUND

ANNUAL ADVISORY FEE AS A % OF

AVERAGE NET ASSETS OF THE FUND

Persimmon Long/Short Fund

2.50 %

         





SUB-ADVISORY AGREEMENT

THIS AGREEMENT (“Agreement”) is made and entered into as of November 29, 2012, by and between PERSIMMON CAPITAL MANAGEMENT, LP , (the “Adviser”), a Delaware limited partnership registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) located at 1777 Sentry Parkway West, Gwynedd Hall, Suite 102 , Blue Bell, Pennsylvania 19422 , and CAERUS GLOBAL INVESTORS, LLC a limited liability company organized under the laws of Delaware (the “Subadviser”) and also registered under the Advisers Act, with respect to each Fund listed on Schedule A hereto (each a “Fund”), a series of the NORTHERN LIGHTS FUND TRUST III, a Delaware statutory trust (the “Trust”).


WITNESSETH:

WHEREAS, the Trust is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Adviser has, pursuant to an Investment Advisory Agreement with the Trust dated as of November 29, 2012, as amended (the “Advisory Agreement”), been retained to act as investment adviser for each Fund;

WHEREAS, the Adviser represents that the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and

WHEREAS, the Adviser desires to retain Subadviser to assist it in the provision of a continuous investment program for that portion of each Fund’s assets that the Adviser will assign to the Subadviser, and Subadviser is willing to render such services subject to the terms and conditions set forth in this Agreement,

NOW, THEREFORE, the parties do mutually agree and promise as follows with respect to each Fund:

1.

Appointment as Subadviser .  In accordance with the Advisory Agreement, the Adviser hereby appoints the Subadviser to act as subadviser with respect to the Fund for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render or cause to be rendered the services set forth for the compensation herein specified. It is recognized that the Subadviser and certain of its affiliates may act as investment adviser to one or more other investment companies and other managed accounts and that the Adviser and the Trust do not object to such activities.

2.

Duties of Subadviser .

(a)

Subject to the supervision of the Board of Trustees (the “Board”) and the Adviser, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Adviser from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”), and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or the Adviser provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies.

(b)

The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein.

(c)

 Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.

(d)

 Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with the Adviser or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to the Adviser. The Subadviser also agrees to provide information to the Adviser or the Trust regarding proxies voted with respect to the Allocated Assets pursuant this section at such times and in a format requested by the Adviser or the Trust.

(e)

 The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult with the Adviser in the event of a pricing problem and to participate in the Trust’s valuation meetings.

3.

Books and Records .  The Subadviser shall maintain separate detailed records as are required by applicable laws and regulations of all matters hereunder pertaining to the Allocated Assets (the “Fund’s Records”), including, without limitation, brokerage and other records of all securities transactions.  The Subadviser acknowledges that each Fund’s Records are property of the Trust; except to the extent that the Subadviser is required to maintain the Fund’s Records under the Advisers Act or other applicable law and except that the Subadviser, at its own expense, is entitled to make and keep a copy of the Fund’s Records for its internal files.  Each Fund’s Records shall be available to the Adviser or the Trust at any time upon reasonable request during normal business hours and shall be available for telecopying promptly to the Adviser during any day that the Fund is open for business as set forth in the Prospectus.

4.

Independent Contractor .  In the performance of its services hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent a Fund, the Trust or the Adviser in any way or otherwise be deemed an agent of a Fund, the Trust or the Adviser.

5.

Expenses .  During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement.  The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement.  The Subadviser shall not be responsible for the Trust’s, the Funds’ or Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or carrying Allocated Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Allocated Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Funds’ custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of each Fund for sale in the various states; freight and other charges in connection with the shipment of each Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses.  The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of a Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of a Fund or the Adviser.  The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

6.

Investment Analysis and Commentary .  The Subadviser will provide quarterly performance analysis and market commentary (the “Investment Report”) during the term of this Agreement to the Trust and the Adviser.  The Investment Reports are due within 10 days after the end of each quarter.  In addition, interim Investment Reports shall be issued at such times as may be mutually agreed upon by the Adviser and Subadviser; provided however, that any such interim Investment Report will be due within 10 days of the end of the month in which such agreement is reached between the Adviser and Subadviser.  The subject of each Investment Report shall be mutually agreed upon.  The Adviser is freely able to publicly distribute the Investment Report.  In addition, the Subadviser shall prepare and furnish to the Trust and the Adviser such reports, statistical data and other information in such form and at such intervals as the Trust may reasonably request.

7.

Code of Ethics . The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide the Trust and the Adviser with a copy of the code and evidence of its adoption.  The Subadviser will provide to the Board of Trustees of the Trust at least annually a written report that describes any issues arising under the code of ethics since the last report to the Board of Trustees, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Subadviser has adopted procedures reasonably necessary to prevent “access persons” (as that term is defined in Rule 17j-1) from violating the code.

8.

Compensation .  As compensation for the services performed by the Subadviser, the Adviser shall pay the Subadviser out of the advisory fee it receives with respect to the Fund, and only to the extent thereof, as promptly as possible after the last day of each month, a fee, computed daily and paid monthly at an annual rate set forth opposite the Fund’s name on Schedule A hereto. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund or, if less, the portion thereof comprising the Allocated Assets, in that period from the beginning of such month to such date of termination, and shall be that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund, or portion thereof comprising the Allocated Assets, shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as stated in the Fund’s then-current Prospectus or as may be determined by the Board.

9.

Representations and Warranties of Subadviser .  The Subadviser represents and warrants to the Adviser and the Trust as follows:

(a)

The Subadviser is registered as an investment adviser under the Advisers Act;

(b)

The Subadviser is a limited liability company duly organized and properly registered and operating under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(c)

The execution, delivery and performance by the Subadviser of this Agreement are within the Subadviser’s powers and have been duly authorized by all necessary actions of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Subadviser for execution, delivery and performance by the Subadviser of this Agreement, and the execution, delivery and performance by the Subadviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Subadviser; and

(d)

The Form ADV of the Subadviser provided to the Adviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Subadviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

10.

Representations and Warranties of Adviser .  The Adviser represents and warrants to the Subadviser as follows:

(a)

The Adviser is registered as an investment adviser under the Advisers Act;

(b)

The Adviser is a limited partnership duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(c)

The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;

(d)

The Form ADV of the Adviser provided to the Subadviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

(e)

The Adviser acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement; and

(f)

The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, including, without limitation, the appointment of a subadviser with respect to assets of the Fund and the Adviser’s entering into and performing this Agreement.

11.

Survival of Representations and Warranties; Duty to Update Information .  All representations and warranties made by the Subadviser and the Adviser pursuant to the recitals above and Sections 8 and 9, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.

12.

Liability and Indemnification .

(a)

Liability .  The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, the Trust or a Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Allocated Assets.  The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 12(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Allocated Assets.  Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of such rights which the Trust or the Fund may have under federal securities laws.

(b)

Indemnification .  The Subadviser shall indemnify the Adviser, the Trust and each Fund, and their respective Affiliates and Controlling Persons for any liability and expenses, including without limitation reasonable attorneys’ fees and expenses, which the Adviser, the Trust and/or the Fund and their respective Affiliates and Controlling Persons may sustain as a result of the Subadviser’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws.  Unless otherwise obligated under applicable law, the Subadviser shall not be liable for indirect, punitive, special or consequential damages arising out of this Agreement.

The Adviser shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys’ fees and expenses, which may be sustained as a result of the Adviser’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws.

(c)

The Subadviser shall not be liable to the Adviser for acts of the Subadviser that result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by the Adviser, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request.  

13.

Duration and Termination .

(a)

Duration .  With respect to each Fund, the term of this Agreement shall begin as of the date and year upon which the Fund commences investment operations, and unless sooner terminated as hereinafter provided, this Agreement shall remain in effect for a period of two years. Thereafter, this Agreement shall continue in effect with respect to each Fund from year to year, subject to the termination provisions and all other terms and conditions hereof; PROVIDED, such continuance with respect to a Fund is approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Fund or by the Trustees of the Trust; PROVIDED, that in either event such continuance is also approved annually by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto. The Subadviser shall furnish to the Trust or to the Adviser, promptly upon its request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof.

(b)

Termination .  Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to one or more Funds, without payment of any penalty:

(i)

By vote of the Trust’s Board of Trustees, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, or by “vote of a majority of the outstanding voting securities” of the Fund (as defined in the 1940 Act), or by the Adviser, in each case, upon not more than 60 days’ written notice to the Subadviser;

(ii)

By any party hereto upon written notice to the other party in the event of a breach of any provision of this Agreement by the other party if the breach is not cured within 15 days of notice of the breach; or

(iii)

By the Subadviser upon 60 days’ written notice to the Adviser and the Trust.

(c)

This Agreement shall not be assigned (as such term is defined in the 1940 Act) and shall terminate automatically in the event of its assignment or upon the termination of the Advisory Agreement.

14.

Duties of the Adviser .  The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Subadviser’s performance of its duties under this Agreement.  Nothing contained in this Agreement shall obligate the Adviser to provide any funding or other support for the purpose of directly or indirectly promoting investments in a Fund.

15.

Reference to Adviser and Subadviser .

(a)

The Subadviser grants, subject to the conditions below, the Adviser non-exclusive rights to use, display and promote trademarks of the Subadviser in conjunction with any activity associated with the Funds.  In addition, the Adviser may promote the identity of and services provided by the Subadviser to the Adviser, which references shall not differ in substance from those included in the Prospectus, SAI and this Agreement, in any advertising or promotional materials.  The Adviser shall protect the goodwill and reputation of the Subadviser in connection with marketing and promotion of the Funds.  The Adviser shall submit to the Subadviser for its review and approval all such public informational materials relating to the Funds that refer to any recognizable variant or any registered mark or logo or other proprietary designation of the Subadviser.  Approval shall not be unreasonably withheld by the Subadviser and notice of approval or disapproval will be provided promptly and in any event within three (3) business days.  Subsequent advertising or promotional materials having substantially the same form as previously approved by the Subadviser may be used by the Adviser without obtaining the Subadviser’s consent unless such consent is withdrawn in writing by the Subadviser.

(b)

Neither the Subadviser nor any Affiliate or agent of Subadviser shall make reference to or use the name of the Adviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Adviser to the Funds or by the Subadviser to the Fund or Adviser, which references shall not differ in substance from those included in the Prospectus, SAI and this Agreement, in any advertising or promotional materials without the prior approval of Adviser, which approval shall not be unreasonably withheld or delayed and notice of approval or disapproval will be provided promptly and in any event within three (3) business days.  The Subadviser hereby agrees to make all reasonable efforts to cause any Affiliate of the Subadviser to satisfy the foregoing obligation.

16.

Amendment .  This Agreement may be amended by mutual consent of the parties, provided that the terms of any material amendment shall be approved by: (a) the Trust’s Board of Trustees or by a vote of a majority of the outstanding voting securities of the Fund (as required by the 1940 Act), and (b) the vote of a majority of those Trustees of the Trust who are not “interested persons” of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.  

17.

Confidentiality .  Subject to the duties of the Adviser, the Trust and the Subadviser to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential and shall not disclose any and all information pertaining to the Funds and the actions of the Subadviser, the Adviser and the Funds in respect thereof; except to the extent:

(a)

Authorized .  The Adviser or the Trust has authorized such disclosure;

(b)

Court or Regulatory Authority .  Disclosure of such information is expressly required or requested by a court or other tribunal of competent jurisdiction or applicable federal or state regulatory authorities;

(c)

Publicly Known Without Breach .  Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;

(d)

Already Known .  Such information already was known by the party prior to the date hereof;

(e)

Received From Third Party .  Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Funds’ custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or

(f)

Independently Developed .  The party independently developed such information.

In addition, the Subadviser and its officers, directors and employees are prohibited from receiving compensation or other consideration, for themselves or on behalf of a Fund, as a result of disclosing a Fund’s portfolio holdings.  The Subadviser agrees, consistent with its Code of Ethics, it nor its officers, directors or employees may engage in personal securities transactions based on non-public information about a Fund’s portfolio holdings.


18.

Notice .  Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered, or mailed postpaid to the other parties, or transmitted by facsimile with acknowledgment of receipt, to the parties at the following addresses or facsimile numbers, which may from time to time be changed by the parties by notice to the other party:


(a)

If to the Subadviser:

Name:

Title:

Address:

               


Phone:

Fax:

Email:

(b)

If to the Adviser:

Name: Gregory S. Horn

Title: President and Managing Partner

Address: 1777 Sentry Parkway West,

                Gwynedd Hall, Suite 102,

                Blue Bell, PA 19422

Phone: (484) 572-0500

Fax:

Email: ghorn@persimmoncapital.com


19.

Jurisdiction .  This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York without reference to choice of law principles thereof and in accordance with the 1940 Act.  In the case of any conflict, the 1940 Act shall control.

20.

Counterparts .  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, all of which shall together constitute one and the same instrument.

21.

Certain Definitions .  For the purposes of this Agreement and except as otherwise provided herein, “interested person,” “affiliated person,” and assignment shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC.

22.

Captions .  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

23.

Severability .  If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect.

24.

Entire Agreement .  This Agreement, together with all exhibits, attachments and appendices, contains the entire understanding and agreement of the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

ADVISER

PERSIMMON CAPITAL MANAGEMENT, LP


By: _____________________________

Name: Gregory S. Horn

Title: President & Managing Partner

SUBADVISER

CAERUS GLOBAL INVESTORS, LLC



By: _____________________________

Name:

Title:


SUB-ADVISORY AGREEMENT

between PERSIMMON CAPITAL MANAGEMENT, LP (the “Adviser”),

and CAERUS GLOBAL INVESTORS, LLC (“Subadviser”)


EXHIBIT A

 

FUNDS OF THE TRUST



NAME OF FUND

ANNUAL SUB-ADVISORY FEE AS A % OF AVERAGE NET ASSETS OF THE FUND

Persimmon Long/Short Fund

1.00%









SUB-ADVISORY AGREEMENT

THIS AGREEMENT (“Agreement”) is made and entered into as of November 29, 2012, by and between PERSIMMON CAPITAL MANAGEMENT, LP , (the “Adviser”), a Delaware limited partnership registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) located at 1777 Sentry Parkway West, Gwynedd Hall, Suite 102 , Blue Bell, Pennsylvania 19422 , and INFLECTION PARTNERS, LLC a limited liability company organized under the laws of Delaware (the “Subadviser”) and also registered under the Advisers Act, with respect to each Fund listed on Schedule A hereto (each a “Fund”), a series of the NORTHERN LIGHTS FUND TRUST III, a Delaware statutory trust (the “Trust”).


WITNESSETH:

WHEREAS, the Trust is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Adviser has, pursuant to an Investment Advisory Agreement with the Trust dated as of November 29, 2012, as amended (the “Advisory Agreement”), been retained to act as investment adviser for each Fund;

WHEREAS, the Adviser represents that the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and

WHEREAS, the Adviser desires to retain Subadviser to assist it in the provision of a continuous investment program for that portion of each Fund’s assets that the Adviser will assign to the Subadviser, and Subadviser is willing to render such services subject to the terms and conditions set forth in this Agreement,

NOW, THEREFORE, the parties do mutually agree and promise as follows with respect to each Fund:

1.

Appointment as Subadviser .  In accordance with the Advisory Agreement, the Adviser hereby appoints the Subadviser to act as subadviser with respect to the Fund for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render or cause to be rendered the services set forth for the compensation herein specified. It is recognized that the Subadviser and certain of its affiliates may act as investment adviser to one or more other investment companies and other managed accounts and that the Adviser and the Trust do not object to such activities.

2.

Duties of Subadviser .

(a)

Subject to the supervision of the Board of Trustees (the “Board”) and the Adviser, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Adviser from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”), and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or the Adviser provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies.

(b)

The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein.

(c)

 Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.

(d)

 Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with the Adviser or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to the Adviser. The Subadviser also agrees to provide information to the Adviser or the Trust regarding proxies voted with respect to the Allocated Assets pursuant this section at such times and in a format requested by the Adviser or the Trust.

(e)

 The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult with the Adviser in the event of a pricing problem and to participate in the Trust’s valuation meetings.

3.

Books and Records .  The Subadviser shall maintain separate detailed records as are required by applicable laws and regulations of all matters hereunder pertaining to the Allocated Assets (the “Fund’s Records”), including, without limitation, brokerage and other records of all securities transactions.  The Subadviser acknowledges that each Fund’s Records are property of the Trust; except to the extent that the Subadviser is required to maintain the Fund’s Records under the Advisers Act or other applicable law and except that the Subadviser, at its own expense, is entitled to make and keep a copy of the Fund’s Records for its internal files.  Each Fund’s Records shall be available to the Adviser or the Trust at any time upon reasonable request during normal business hours and shall be available for telecopying promptly to the Adviser during any day that the Fund is open for business as set forth in the Prospectus.

4.

Independent Contractor .  In the performance of its services hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent a Fund, the Trust or the Adviser in any way or otherwise be deemed an agent of a Fund, the Trust or the Adviser.

5.

Expenses .  During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement.  The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement.  The Subadviser shall not be responsible for the Trust’s, the Funds’ or Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or carrying Allocated Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Allocated Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Funds’ custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of each Fund for sale in the various states; freight and other charges in connection with the shipment of each Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses.  The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of a Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of a Fund or the Adviser.  The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

6.

Investment Analysis and Commentary .  The Subadviser will provide quarterly performance analysis and market commentary (the “Investment Report”) during the term of this Agreement to the Trust and the Adviser.  The Investment Reports are due within 10 days after the end of each quarter.  In addition, interim Investment Reports shall be issued at such times as may be mutually agreed upon by the Adviser and Subadviser; provided however, that any such interim Investment Report will be due within 10 days of the end of the month in which such agreement is reached between the Adviser and Subadviser.  The subject of each Investment Report shall be mutually agreed upon.  The Adviser is freely able to publicly distribute the Investment Report.  In addition, the Subadviser shall prepare and furnish to the Trust and the Adviser such reports, statistical data and other information in such form and at such intervals as the Trust may reasonably request.

7.

Code of Ethics . The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide the Trust and the Adviser with a copy of the code and evidence of its adoption.  The Subadviser will provide to the Board of Trustees of the Trust at least annually a written report that describes any issues arising under the code of ethics since the last report to the Board of Trustees, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Subadviser has adopted procedures reasonably necessary to prevent “access persons” (as that term is defined in Rule 17j-1) from violating the code.

8.

Compensation .  As compensation for the services performed by the Subadviser, the Adviser shall pay the Subadviser out of the advisory fee it receives with respect to the Fund, and only to the extent thereof, as promptly as possible after the last day of each month, a fee, computed daily and paid monthly at an annual rate set forth opposite the Fund’s name on Schedule A hereto. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund or, if less, the portion thereof comprising the Allocated Assets, in that period from the beginning of such month to such date of termination, and shall be that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund, or portion thereof comprising the Allocated Assets, shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as stated in the Fund’s then-current Prospectus or as may be determined by the Board.

9.

Representations and Warranties of Subadviser .  The Subadviser represents and warrants to the Adviser and the Trust as follows:

(a)

The Subadviser is registered as an investment adviser under the Advisers Act;

(b)

The Subadviser is a limited liability company duly organized and properly registered and operating under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(c)

The execution, delivery and performance by the Subadviser of this Agreement are within the Subadviser’s powers and have been duly authorized by all necessary actions of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Subadviser for execution, delivery and performance by the Subadviser of this Agreement, and the execution, delivery and performance by the Subadviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Subadviser; and

(d)

The Form ADV of the Subadviser provided to the Adviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Subadviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

10.

Representations and Warranties of Adviser .  The Adviser represents and warrants to the Subadviser as follows:

(a)

The Adviser is registered as an investment adviser under the Advisers Act;

(b)

The Adviser is a limited partnership duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(c)

The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;

(d)

The Form ADV of the Adviser provided to the Subadviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

(e)

The Adviser acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement; and

(f)

The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, including, without limitation, the appointment of a subadviser with respect to assets of the Fund and the Adviser’s entering into and performing this Agreement.

11.

Survival of Representations and Warranties; Duty to Update Information .  All representations and warranties made by the Subadviser and the Adviser pursuant to the recitals above and Sections 8 and 9, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.

12.

Liability and Indemnification .

(a)

Liability .  The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, the Trust or a Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Allocated Assets.  The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 12(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Allocated Assets.  Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of such rights which the Trust or the Fund may have under federal securities laws.

(b)

Indemnification .  The Subadviser shall indemnify the Adviser, the Trust and each Fund, and their respective Affiliates and Controlling Persons for any liability and expenses, including without limitation reasonable attorneys’ fees and expenses, which the Adviser, the Trust and/or the Fund and their respective Affiliates and Controlling Persons may sustain as a result of the Subadviser’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws.  Unless otherwise obligated under applicable law, the Subadviser shall not be liable for indirect, punitive, special or consequential damages arising out of this Agreement.

The Adviser shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys’ fees and expenses, which may be sustained as a result of the Adviser’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws.

(c)

The Subadviser shall not be liable to the Adviser for acts of the Subadviser that result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by the Adviser, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request.  

13.

Duration and Termination .

(a)

Duration .  With respect to each Fund, the term of this Agreement shall begin as of the date and year upon which the Fund commences investment operations, and unless sooner terminated as hereinafter provided, this Agreement shall remain in effect for a period of two years. Thereafter, this Agreement shall continue in effect with respect to each Fund from year to year, subject to the termination provisions and all other terms and conditions hereof; PROVIDED, such continuance with respect to a Fund is approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Fund or by the Trustees of the Trust; PROVIDED, that in either event such continuance is also approved annually by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto. The Subadviser shall furnish to the Trust or to the Adviser, promptly upon its request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof.

(b)

Termination .  Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to one or more Funds, without payment of any penalty:

(i)

By vote of the Trust’s Board of Trustees, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, or by “vote of a majority of the outstanding voting securities” of the Fund (as defined in the 1940 Act), or by the Adviser, in each case, upon not more than 60 days’ written notice to the Subadviser;

(ii)

By any party hereto upon written notice to the other party in the event of a breach of any provision of this Agreement by the other party if the breach is not cured within 15 days of notice of the breach; or

(iii)

By the Subadviser upon 60 days’ written notice to the Adviser and the Trust.

(c)

This Agreement shall not be assigned (as such term is defined in the 1940 Act) and shall terminate automatically in the event of its assignment or upon the termination of the Advisory Agreement.

14.

Duties of the Adviser .  The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Subadviser’s performance of its duties under this Agreement.  Nothing contained in this Agreement shall obligate the Adviser to provide any funding or other support for the purpose of directly or indirectly promoting investments in a Fund.

15.

Reference to Adviser and Subadviser .

(a)

The Subadviser grants, subject to the conditions below, the Adviser non-exclusive rights to use, display and promote trademarks of the Subadviser in conjunction with any activity associated with the Funds.  In addition, the Adviser may promote the identity of and services provided by the Subadviser to the Adviser, which references shall not differ in substance from those included in the Prospectus, SAI and this Agreement, in any advertising or promotional materials.  The Adviser shall protect the goodwill and reputation of the Subadviser in connection with marketing and promotion of the Funds.  The Adviser shall submit to the Subadviser for its review and approval all such public informational materials relating to the Funds that refer to any recognizable variant or any registered mark or logo or other proprietary designation of the Subadviser.  Approval shall not be unreasonably withheld by the Subadviser and notice of approval or disapproval will be provided promptly and in any event within three (3) business days.  Subsequent advertising or promotional materials having substantially the same form as previously approved by the Subadviser may be used by the Adviser without obtaining the Subadviser’s consent unless such consent is withdrawn in writing by the Subadviser.

(b)

Neither the Subadviser nor any Affiliate or agent of Subadviser shall make reference to or use the name of the Adviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Adviser to the Funds or by the Subadviser to the Fund or Adviser, which references shall not differ in substance from those included in the Prospectus, SAI and this Agreement, in any advertising or promotional materials without the prior approval of Adviser, which approval shall not be unreasonably withheld or delayed and notice of approval or disapproval will be provided promptly and in any event within three (3) business days.  The Subadviser hereby agrees to make all reasonable efforts to cause any Affiliate of the Subadviser to satisfy the foregoing obligation.

16.

Amendment .  This Agreement may be amended by mutual consent of the parties, provided that the terms of any material amendment shall be approved by: (a) the Trust’s Board of Trustees or by a vote of a majority of the outstanding voting securities of the Fund (as required by the 1940 Act), and (b) the vote of a majority of those Trustees of the Trust who are not “interested persons” of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.  

17.

Confidentiality .  Subject to the duties of the Adviser, the Trust and the Subadviser to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential and shall not disclose any and all information pertaining to the Funds and the actions of the Subadviser, the Adviser and the Funds in respect thereof; except to the extent:

(a)

Authorized .  The Adviser or the Trust has authorized such disclosure;

(b)

Court or Regulatory Authority .  Disclosure of such information is expressly required or requested by a court or other tribunal of competent jurisdiction or applicable federal or state regulatory authorities;

(c)

Publicly Known Without Breach .  Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;

(d)

Already Known .  Such information already was known by the party prior to the date hereof;

(e)

Received From Third Party .  Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Funds’ custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or

(f)

Independently Developed .  The party independently developed such information.

In addition, the Subadviser and its officers, directors and employees are prohibited from receiving compensation or other consideration, for themselves or on behalf of a Fund, as a result of disclosing a Fund’s portfolio holdings.  The Subadviser agrees, consistent with its Code of Ethics, it nor its officers, directors or employees may engage in personal securities transactions based on non-public information about a Fund’s portfolio holdings.


18.

Notice .  Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered, or mailed postpaid to the other parties, or transmitted by facsimile with acknowledgment of receipt, to the parties at the following addresses or facsimile numbers, which may from time to time be changed by the parties by notice to the other party:


(a)

If to the Subadviser:

Name:

Title:

Address:

               


Phone:

Fax:

Email:

(b)

If to the Adviser:

Name: Gregory S. Horn

Title: President and Managing Partner

Address: 1777 Sentry Parkway West,

                Gwynedd Hall, Suite 102,

                Blue Bell, PA 19422

Phone: (484) 572-0500

Fax:

Email: ghorn@persimmoncapital.com


19.

Jurisdiction .  This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York without reference to choice of law principles thereof and in accordance with the 1940 Act.  In the case of any conflict, the 1940 Act shall control.

20.

Counterparts .  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, all of which shall together constitute one and the same instrument.

21.

Certain Definitions .  For the purposes of this Agreement and except as otherwise provided herein, “interested person,” “affiliated person,” and assignment shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC.

22.

Captions .  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

23.

Severability .  If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect.

24.

Entire Agreement .  This Agreement, together with all exhibits, attachments and appendices, contains the entire understanding and agreement of the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

ADVISER

PERSIMMON CAPITAL MANAGEMENT, LP


By: _____________________________

Name: Gregory S. Horn

Title: President & Managing Partner

SUBADVISER

INFLECTION PARTNERS, LLC



By: _____________________________

Name:

Title:


SUB-ADVISORY AGREEMENT

between PERSIMMON CAPITAL MANAGEMENT, LP (the “Adviser”),

and INFLECTION PARTNERS, LLC (“Subadviser”)


EXHIBIT A

 

FUNDS OF THE TRUST



NAME OF FUND

ANNUAL SUB-ADVISORY FEE AS A % OF AVERAGE NET ASSETS OF THE FUND

Persimmon Long/Short Fund

1.00%







SUB-ADVISORY AGREEMENT

THIS AGREEMENT (“Agreement”) is made and entered into as of November 29, 2012, by and between PERSIMMON CAPITAL MANAGEMENT, LP , (the “Adviser”), a Delaware limited partnership registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) located at 1777 Sentry Parkway West, Gwynedd Hall, Suite 102 , Blue Bell, Pennsylvania 19422 , and ISF MANAGEMENT LLC a limited liability company organized under the laws of Delaware (the “Subadviser”) and also registered under the Advisers Act, with respect to each Fund listed on Schedule A hereto (each a “Fund”), a series of the NORTHERN LIGHTS FUND TRUST III, a Delaware statutory trust (the “Trust”).


WITNESSETH:

WHEREAS, the Trust is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Adviser has, pursuant to an Investment Advisory Agreement with the Trust dated as of November 29, 2012, as amended (the “Advisory Agreement”), been retained to act as investment adviser for each Fund;

WHEREAS, the Adviser represents that the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and

WHEREAS, the Adviser desires to retain Subadviser to assist it in the provision of a continuous investment program for that portion of each Fund’s assets that the Adviser will assign to the Subadviser, and Subadviser is willing to render such services subject to the terms and conditions set forth in this Agreement,

NOW, THEREFORE, the parties do mutually agree and promise as follows with respect to each Fund:

1.

Appointment as Subadviser .  In accordance with the Advisory Agreement, the Adviser hereby appoints the Subadviser to act as subadviser with respect to the Fund for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render or cause to be rendered the services set forth for the compensation herein specified. It is recognized that the Subadviser and certain of its affiliates may act as investment adviser to one or more other investment companies and other managed accounts and that the Adviser and the Trust do not object to such activities.

2.

Duties of Subadviser .

(a)

Subject to the supervision of the Board of Trustees (the “Board”) and the Adviser, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Adviser from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”), and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or the Adviser provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies.

(b)

The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein.

(c)

 Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.

(d)

 Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with the Adviser or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to the Adviser. The Subadviser also agrees to provide information to the Adviser or the Trust regarding proxies voted with respect to the Allocated Assets pursuant this section at such times and in a format requested by the Adviser or the Trust.

(e)

 The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult with the Adviser in the event of a pricing problem and to participate in the Trust’s valuation meetings.

3.

Books and Records .  The Subadviser shall maintain separate detailed records as are required by applicable laws and regulations of all matters hereunder pertaining to the Allocated Assets (the “Fund’s Records”), including, without limitation, brokerage and other records of all securities transactions.  The Subadviser acknowledges that each Fund’s Records are property of the Trust; except to the extent that the Subadviser is required to maintain the Fund’s Records under the Advisers Act or other applicable law and except that the Subadviser, at its own expense, is entitled to make and keep a copy of the Fund’s Records for its internal files.  Each Fund’s Records shall be available to the Adviser or the Trust at any time upon reasonable request during normal business hours and shall be available for telecopying promptly to the Adviser during any day that the Fund is open for business as set forth in the Prospectus.

4.

Independent Contractor .  In the performance of its services hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent a Fund, the Trust or the Adviser in any way or otherwise be deemed an agent of a Fund, the Trust or the Adviser.

5.

Expenses .  During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement.  The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement.  The Subadviser shall not be responsible for the Trust’s, the Funds’ or Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or carrying Allocated Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Allocated Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Funds’ custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of each Fund for sale in the various states; freight and other charges in connection with the shipment of each Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses.  The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of a Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of a Fund or the Adviser.  The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

6.

Investment Analysis and Commentary .  The Subadviser will provide quarterly performance analysis and market commentary (the “Investment Report”) during the term of this Agreement to the Trust and the Adviser.  The Investment Reports are due within 10 days after the end of each quarter.  In addition, interim Investment Reports shall be issued at such times as may be mutually agreed upon by the Adviser and Subadviser; provided however, that any such interim Investment Report will be due within 10 days of the end of the month in which such agreement is reached between the Adviser and Subadviser.  The subject of each Investment Report shall be mutually agreed upon.  The Adviser is freely able to publicly distribute the Investment Report.  In addition, the Subadviser shall prepare and furnish to the Trust and the Adviser such reports, statistical data and other information in such form and at such intervals as the Trust may reasonably request.

7.

Code of Ethics . The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide the Trust and the Adviser with a copy of the code and evidence of its adoption.  The Subadviser will provide to the Board of Trustees of the Trust at least annually a written report that describes any issues arising under the code of ethics since the last report to the Board of Trustees, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Subadviser has adopted procedures reasonably necessary to prevent “access persons” (as that term is defined in Rule 17j-1) from violating the code.

8.

Compensation .  As compensation for the services performed by the Subadviser, the Adviser shall pay the Subadviser out of the advisory fee it receives with respect to the Fund, and only to the extent thereof, as promptly as possible after the last day of each month, a fee, computed daily and paid monthly at an annual rate set forth opposite the Fund’s name on Schedule A hereto. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund or, if less, the portion thereof comprising the Allocated Assets, in that period from the beginning of such month to such date of termination, and shall be that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund, or portion thereof comprising the Allocated Assets, shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as stated in the Fund’s then-current Prospectus or as may be determined by the Board.

9.

Representations and Warranties of Subadviser .  The Subadviser represents and warrants to the Adviser and the Trust as follows:

(a)

The Subadviser is registered as an investment adviser under the Advisers Act;

(b)

The Subadviser is a limited liability company duly organized and properly registered and operating under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(c)

The execution, delivery and performance by the Subadviser of this Agreement are within the Subadviser’s powers and have been duly authorized by all necessary actions of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Subadviser for execution, delivery and performance by the Subadviser of this Agreement, and the execution, delivery and performance by the Subadviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Subadviser; and

(d)

The Form ADV of the Subadviser provided to the Adviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Subadviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

10.

Representations and Warranties of Adviser .  The Adviser represents and warrants to the Subadviser as follows:

(a)

The Adviser is registered as an investment adviser under the Advisers Act;

(b)

The Adviser is a limited partnership duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(c)

The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;

(d)

The Form ADV of the Adviser provided to the Subadviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

(e)

The Adviser acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement; and

(f)

The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, including, without limitation, the appointment of a subadviser with respect to assets of the Fund and the Adviser’s entering into and performing this Agreement.

11.

Survival of Representations and Warranties; Duty to Update Information .  All representations and warranties made by the Subadviser and the Adviser pursuant to the recitals above and Sections 8 and 9, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.

12.

Liability and Indemnification .

(a)

Liability .  The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, the Trust or a Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Allocated Assets.  The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 12(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Allocated Assets.  Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of such rights which the Trust or the Fund may have under federal securities laws.

(b)

Indemnification .  The Subadviser shall indemnify the Adviser, the Trust and each Fund, and their respective Affiliates and Controlling Persons for any liability and expenses, including without limitation reasonable attorneys’ fees and expenses, which the Adviser, the Trust and/or the Fund and their respective Affiliates and Controlling Persons may sustain as a result of the Subadviser’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws.  Unless otherwise obligated under applicable law, the Subadviser shall not be liable for indirect, punitive, special or consequential damages arising out of this Agreement.

The Adviser shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys’ fees and expenses, which may be sustained as a result of the Adviser’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws.

(c)

The Subadviser shall not be liable to the Adviser for acts of the Subadviser that result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by the Adviser, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request.  

13.

Duration and Termination .

(a)

Duration .  With respect to each Fund, the term of this Agreement shall begin as of the date and year upon which the Fund commences investment operations, and unless sooner terminated as hereinafter provided, this Agreement shall remain in effect for a period of two years. Thereafter, this Agreement shall continue in effect with respect to each Fund from year to year, subject to the termination provisions and all other terms and conditions hereof; PROVIDED, such continuance with respect to a Fund is approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Fund or by the Trustees of the Trust; PROVIDED, that in either event such continuance is also approved annually by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto. The Subadviser shall furnish to the Trust or to the Adviser, promptly upon its request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof.

(b)

Termination .  Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to one or more Funds, without payment of any penalty:

(i)

By vote of the Trust’s Board of Trustees, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, or by “vote of a majority of the outstanding voting securities” of the Fund (as defined in the 1940 Act), or by the Adviser, in each case, upon not more than 60 days’ written notice to the Subadviser;

(ii)

By any party hereto upon written notice to the other party in the event of a breach of any provision of this Agreement by the other party if the breach is not cured within 15 days of notice of the breach; or

(iii)

By the Subadviser upon 60 days’ written notice to the Adviser and the Trust.

(c)

This Agreement shall not be assigned (as such term is defined in the 1940 Act) and shall terminate automatically in the event of its assignment or upon the termination of the Advisory Agreement.

14.

Duties of the Adviser .  The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Subadviser’s performance of its duties under this Agreement.  Nothing contained in this Agreement shall obligate the Adviser to provide any funding or other support for the purpose of directly or indirectly promoting investments in a Fund.

15.

Reference to Adviser and Subadviser .

(a)

The Subadviser grants, subject to the conditions below, the Adviser non-exclusive rights to use, display and promote trademarks of the Subadviser in conjunction with any activity associated with the Funds.  In addition, the Adviser may promote the identity of and services provided by the Subadviser to the Adviser, which references shall not differ in substance from those included in the Prospectus, SAI and this Agreement, in any advertising or promotional materials.  The Adviser shall protect the goodwill and reputation of the Subadviser in connection with marketing and promotion of the Funds.  The Adviser shall submit to the Subadviser for its review and approval all such public informational materials relating to the Funds that refer to any recognizable variant or any registered mark or logo or other proprietary designation of the Subadviser.  Approval shall not be unreasonably withheld by the Subadviser and notice of approval or disapproval will be provided promptly and in any event within three (3) business days.  Subsequent advertising or promotional materials having substantially the same form as previously approved by the Subadviser may be used by the Adviser without obtaining the Subadviser’s consent unless such consent is withdrawn in writing by the Subadviser.

(b)

Neither the Subadviser nor any Affiliate or agent of Subadviser shall make reference to or use the name of the Adviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Adviser to the Funds or by the Subadviser to the Fund or Adviser, which references shall not differ in substance from those included in the Prospectus, SAI and this Agreement, in any advertising or promotional materials without the prior approval of Adviser, which approval shall not be unreasonably withheld or delayed and notice of approval or disapproval will be provided promptly and in any event within three (3) business days.  The Subadviser hereby agrees to make all reasonable efforts to cause any Affiliate of the Subadviser to satisfy the foregoing obligation.

16.

Amendment .  This Agreement may be amended by mutual consent of the parties, provided that the terms of any material amendment shall be approved by: (a) the Trust’s Board of Trustees or by a vote of a majority of the outstanding voting securities of the Fund (as required by the 1940 Act), and (b) the vote of a majority of those Trustees of the Trust who are not “interested persons” of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.  

17.

Confidentiality .  Subject to the duties of the Adviser, the Trust and the Subadviser to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential and shall not disclose any and all information pertaining to the Funds and the actions of the Subadviser, the Adviser and the Funds in respect thereof; except to the extent:

(a)

Authorized .  The Adviser or the Trust has authorized such disclosure;

(b)

Court or Regulatory Authority .  Disclosure of such information is expressly required or requested by a court or other tribunal of competent jurisdiction or applicable federal or state regulatory authorities;

(c)

Publicly Known Without Breach .  Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;

(d)

Already Known .  Such information already was known by the party prior to the date hereof;

(e)

Received From Third Party .  Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Funds’ custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or

(f)

Independently Developed .  The party independently developed such information.

In addition, the Subadviser and its officers, directors and employees are prohibited from receiving compensation or other consideration, for themselves or on behalf of a Fund, as a result of disclosing a Fund’s portfolio holdings.  The Subadviser agrees, consistent with its Code of Ethics, it nor its officers, directors or employees may engage in personal securities transactions based on non-public information about a Fund’s portfolio holdings.


18.

Notice .  Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered, or mailed postpaid to the other parties, or transmitted by facsimile with acknowledgment of receipt, to the parties at the following addresses or facsimile numbers, which may from time to time be changed by the parties by notice to the other party:


(a)

If to the Subadviser:

Name:

Title:

Address:

               


Phone:

Fax:

Email:

(b)

If to the Adviser:

Name: Gregory S. Horn

Title: President and Managing Partner

Address: 1777 Sentry Parkway West,

                Gwynedd Hall, Suite 102,

                Blue Bell, PA 19422

Phone: (484) 572-0500

Fax:

Email: ghorn@persimmoncapital.com


19.

Jurisdiction .  This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York without reference to choice of law principles thereof and in accordance with the 1940 Act.  In the case of any conflict, the 1940 Act shall control.

20.

Counterparts .  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, all of which shall together constitute one and the same instrument.

21.

Certain Definitions .  For the purposes of this Agreement and except as otherwise provided herein, “interested person,” “affiliated person,” and assignment shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC.

22.

Captions .  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

23.

Severability .  If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect.

24.

Entire Agreement .  This Agreement, together with all exhibits, attachments and appendices, contains the entire understanding and agreement of the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

ADVISER

PERSIMMON CAPITAL MANAGEMENT, LP


By: _____________________________

Name: Gregory S. Horn

Title: President & Managing Partner

SUBADVISER

ISF MANAGEMENT LLC



By: _____________________________

Name:

Title:


SUB-ADVISORY AGREEMENT

between PERSIMMON CAPITAL MANAGEMENT, LP (the “Adviser”),

and ISF MANAGEMENT LLC (“Subadviser”)


EXHIBIT A

 

FUNDS OF THE TRUST



NAME OF FUND

ANNUAL SUB-ADVISORY FEE AS A % OF AVERAGE NET ASSETS OF THE FUND

Persimmon Long/Short Fund

1.00%





SUB-ADVISORY AGREEMENT

THIS AGREEMENT (“Agreement”) is made and entered into as of November 29, 2012, by and between PERSIMMON CAPITAL MANAGEMENT, LP , (the “Adviser”), a Delaware limited partnership registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) located at 1777 Sentry Parkway West, Gwynedd Hall, Suite 102 , Blue Bell, Pennsylvania 19422 , and OPEN FIELD CAPITAL LLC a limited liability company organized under the laws of Delaware (the “Subadviser”) and also registered under the Advisers Act, with respect to each Fund listed on Schedule A hereto (each a “Fund”), a series of the NORTHERN LIGHTS FUND TRUST III, a Delaware statutory trust (the “Trust”).


WITNESSETH:

WHEREAS, the Trust is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Adviser has, pursuant to an Investment Advisory Agreement with the Trust dated as of November 29, 2012, as amended (the “Advisory Agreement”), been retained to act as investment adviser for each Fund;

WHEREAS, the Adviser represents that the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and

WHEREAS, the Adviser desires to retain Subadviser to assist it in the provision of a continuous investment program for that portion of each Fund’s assets that the Adviser will assign to the Subadviser, and Subadviser is willing to render such services subject to the terms and conditions set forth in this Agreement,

NOW, THEREFORE, the parties do mutually agree and promise as follows with respect to each Fund:

1.

Appointment as Subadviser .  In accordance with the Advisory Agreement, the Adviser hereby appoints the Subadviser to act as subadviser with respect to the Fund for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render or cause to be rendered the services set forth for the compensation herein specified. It is recognized that the Subadviser and certain of its affiliates may act as investment adviser to one or more other investment companies and other managed accounts and that the Adviser and the Trust do not object to such activities.

2.

Duties of Subadviser .

(a)

Subject to the supervision of the Board of Trustees (the “Board”) and the Adviser, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Adviser from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”), and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or the Adviser provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies.

(b)

The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein.

(c)

 Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.

(d)

 Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with the Adviser or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to the Adviser. The Subadviser also agrees to provide information to the Adviser or the Trust regarding proxies voted with respect to the Allocated Assets pursuant this section at such times and in a format requested by the Adviser or the Trust.

(e)

 The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult with the Adviser in the event of a pricing problem and to participate in the Trust’s valuation meetings.

3.

Books and Records .  The Subadviser shall maintain separate detailed records as are required by applicable laws and regulations of all matters hereunder pertaining to the Allocated Assets (the “Fund’s Records”), including, without limitation, brokerage and other records of all securities transactions and proxies.  The Subadviser acknowledges that each Fund’s Records are property of the Trust; except to the extent that the Subadviser is required to maintain the Fund’s Records under the Advisers Act or other applicable law and except that the Subadviser, at its own expense, is entitled to make and keep a copy of the Fund’s Records for its internal files.  Each Fund’s Records shall be available to the Adviser or the Trust at any time upon reasonable request during normal business hours and shall be available for telecopying promptly to the Adviser during any day that the Fund is open for business as set forth in the Prospectus.

4.

Independent Contractor .  In the performance of its services hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent a Fund, the Trust or the Adviser in any way or otherwise be deemed an agent of a Fund, the Trust or the Adviser.

5.

Expenses .  During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement.  The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement.  The Subadviser shall not be responsible for the Trust’s, the Funds’ or Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or carrying Allocated Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Allocated Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Funds’ custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of each Fund for sale in the various states; freight and other charges in connection with the shipment of each Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses.  The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of a Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of a Fund or the Adviser.  The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

6.

Investment Analysis and Commentary .  The Subadviser will provide quarterly performance analysis and market commentary (the “Investment Report”) during the term of this Agreement to the Trust and the Adviser.  The Investment Reports are due within 10 days after the end of each quarter.  In addition, interim Investment Reports shall be issued at such times as may be mutually agreed upon by the Adviser and Subadviser; provided however, that any such interim Investment Report will be due within 10 days of the end of the month in which such agreement is reached between the Adviser and Subadviser.  The subject of each Investment Report shall be mutually agreed upon.  The Adviser is freely able to publicly distribute the Investment Report.  In addition, the Subadviser shall prepare and furnish to the Trust and the Adviser such reports, statistical data and other information in such form and at such intervals as the Trust may reasonably request.

7.

Code of Ethics . The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide the Trust and the Adviser with a copy of the code and evidence of its adoption.  The Subadviser will provide to the Board of Trustees of the Trust at least annually a written report that describes any issues arising under the code of ethics since the last report to the Board of Trustees, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Subadviser has adopted procedures reasonably necessary to prevent “access persons” (as that term is defined in Rule 17j-1) from violating the code.

8.

Compensation .  As compensation for the services performed by the Subadviser, the Adviser shall pay the Subadviser out of the advisory fee it receives with respect to the Fund, and only to the extent thereof, as promptly as possible after the last day of each month, a fee, computed daily and paid monthly at an annual rate set forth opposite the Fund’s name on Schedule A hereto. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund or, if less, the portion thereof comprising the Allocated Assets, in that period from the beginning of such month to such date of termination, and shall be that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund, or portion thereof comprising the Allocated Assets, shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as stated in the Fund’s then-current Prospectus or as may be determined by the Board.

9.

Representations and Warranties of Subadviser .  The Subadviser represents and warrants to the Adviser and the Trust as follows:

(a)

The Subadviser is registered as an investment adviser under the Advisers Act;

(b)

The Subadviser is a limited liability company duly organized and properly registered and operating under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(c)

The execution, delivery and performance by the Subadviser of this Agreement are within the Subadviser’s powers and have been duly authorized by all necessary actions of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Subadviser for execution, delivery and performance by the Subadviser of this Agreement, and the execution, delivery and performance by the Subadviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Subadviser; and

(d)

The Form ADV of the Subadviser provided to the Adviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Subadviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

10.

Representations and Warranties of Adviser .  The Adviser represents and warrants to the Subadviser as follows:

(a)

The Adviser is registered as an investment adviser under the Advisers Act;

(b)

The Adviser is a limited partnership duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(c)

The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;

(d)

The Form ADV of the Adviser provided to the Subadviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

(e)

The Adviser acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement; and

(f)

The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, including, without limitation, the appointment of a subadviser with respect to assets of the Fund and the Adviser’s entering into and performing this Agreement.

11.

Survival of Representations and Warranties; Duty to Update Information .  All representations and warranties made by the Subadviser and the Adviser pursuant to the recitals above and Sections 8 and 9, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.

12.

Liability and Indemnification .

(a)

Liability .  The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, the Trust or a Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Allocated Assets.  The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 12(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Allocated Assets.  Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of such rights which the Trust or the Fund may have under federal securities laws.

(b)

Indemnification .  The Subadviser shall indemnify the Adviser, the Trust and each Fund, and their respective Affiliates and Controlling Persons for any liability and expenses, including without limitation reasonable attorneys’ fees and expenses, which the Adviser, the Trust and/or the Fund and their respective Affiliates and Controlling Persons may sustain as a result of the Subadviser’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws.  

The Adviser shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys’ fees and expenses, which may be sustained as a result of the Adviser’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws.

(c)

The Subadviser shall not be liable to the Adviser for acts of the Subadviser that result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by the Adviser, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request.  

13.

Duration and Termination .

(a)

Duration .  With respect to each Fund, the term of this Agreement shall begin as of the date and year upon which the Fund commences investment operations, and unless sooner terminated as hereinafter provided, this Agreement shall remain in effect for a period of two years. Thereafter, this Agreement shall continue in effect with respect to each Fund from year to year, subject to the termination provisions and all other terms and conditions hereof; PROVIDED, such continuance with respect to a Fund is approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Fund or by the Trustees of the Trust; PROVIDED, that in either event such continuance is also approved annually by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto. The Subadviser shall furnish to the Trust or to the Adviser, promptly upon its request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof.

(b)

Termination .  Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to one or more Funds, without payment of any penalty:

(i)

By vote of the Trust’s Board of Trustees, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, or by “vote of a majority of the outstanding voting securities” of the Fund (as defined in the 1940 Act), or by the Adviser, in each case, upon not more than 60 days’ written notice to the Subadviser;

(ii)

By any party hereto upon written notice to the other party in the event of a breach of any provision of this Agreement by the other party if the breach is not cured within 15 days of notice of the breach; or

(iii)

By the Subadviser upon 60 days’ written notice to the Adviser and the Trust.

(c)

This Agreement shall not be assigned (as such term is defined in the 1940 Act) and shall terminate automatically in the event of its assignment or upon the termination of the Advisory Agreement.

14.

Duties of the Adviser .  The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Subadviser’s performance of its duties under this Agreement.  Nothing contained in this Agreement shall obligate the Adviser to provide any funding or other support for the purpose of directly or indirectly promoting investments in a Fund.

15.

Reference to Adviser and Subadviser .

(a)

The Subadviser grants, subject to the conditions below, the Adviser non-exclusive rights to use, display and promote trademarks of the Subadviser in conjunction with any activity associated with the Funds.  In addition, the Adviser may promote the identity of and services provided by the Subadviser to the Adviser, which references shall not differ in substance from those included in the Prospectus, SAI and this Agreement, in any advertising or promotional materials.  The Adviser shall protect the goodwill and reputation of the Subadviser in connection with marketing and promotion of the Funds.  The Adviser shall submit to the Subadviser for its review and approval all such public informational materials relating to the Funds that refer to any recognizable variant or any registered mark or logo or other proprietary designation of the Subadviser.  Approval shall not be unreasonably withheld by the Subadviser and notice of approval or disapproval will be provided promptly and in any event within three (3) business days.  Subsequent advertising or promotional materials having substantially the same form as previously approved by the Subadviser may be used by the Adviser without obtaining the Subadviser’s consent unless such consent is withdrawn in writing by the Subadviser.

(b)

Neither the Subadviser nor any Affiliate or agent of Subadviser shall make reference to or use the name of the Adviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Adviser to the Funds or by the Subadviser to the Fund or Adviser, which references shall not differ in substance from those included in the Prospectus, SAI and this Agreement, in any advertising or promotional materials without the prior approval of Adviser, which approval shall not be unreasonably withheld or delayed and notice of approval or disapproval will be provided promptly and in any event within three (3) business days.  The Subadviser hereby agrees to make all reasonable efforts to cause any Affiliate of the Subadviser to satisfy the foregoing obligation.

16.

Amendment .  This Agreement may be amended by mutual consent of the parties, provided that the terms of any material amendment shall be approved by: (a) the Trust’s Board of Trustees or by a vote of a majority of the outstanding voting securities of the Fund (as required by the 1940 Act), and (b) the vote of a majority of those Trustees of the Trust who are not “interested persons” of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.  

17.

Confidentiality .  Subject to the duties of the Adviser, the Trust and the Subadviser to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential and shall not disclose any and all information pertaining to the Funds and the actions of the Subadviser, the Adviser and the Funds in respect thereof; except to the extent:

(a)

Authorized .  The Adviser or the Trust has authorized such disclosure;

(b)

Court or Regulatory Authority .  Disclosure of such information is expressly required or requested by a court or other tribunal of competent jurisdiction or applicable federal or state regulatory authorities;

(c)

Publicly Known Without Breach .  Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;

(d)

Already Known .  Such information already was known by the party prior to the date hereof;

(e)

Received From Third Party .  Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Funds’ custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or

(f)

Independently Developed .  The party independently developed such information.

In addition, the Subadviser and its officers, directors and employees are prohibited from receiving compensation or other consideration, for themselves or on behalf of a Fund, as a result of disclosing a Fund’s portfolio holdings.  The Subadviser agrees, consistent with its Code of Ethics, it nor its officers, directors or employees may engage in personal securities transactions based on non-public information about a Fund’s portfolio holdings.


18.

Notice .  Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered, or mailed postpaid to the other parties, or transmitted by facsimile with acknowledgment of receipt, to the parties at the following addresses or facsimile numbers, which may from time to time be changed by the parties by notice to the other party:


(a)

If to the Subadviser:

Name:

Title:

Address: 1140 Avenue of the Americas,

               9 th Floor,

               New York, NY 10036

Phone:

Fax:

Email:

(b)

If to the Adviser:

Name: Gregory S. Horn

Title: President and Managing Partner

Address: 1777 Sentry Parkway West,

                Gwynedd Hall, Suite 102,

                Blue Bell, PA 19422

Phone: (484) 572-0500

Fax:

Email: ghorn@persimmoncapital.com


19.

Jurisdiction .  This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York without reference to choice of law principles thereof and in accordance with the 1940 Act.  In the case of any conflict, the 1940 Act shall control.

20.

Counterparts .  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, all of which shall together constitute one and the same instrument.

21.

Certain Definitions .  For the purposes of this Agreement and except as otherwise provided herein, “interested person,” “affiliated person,” and assignment shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC.

22.

Captions .  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

23.

Severability .  If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect.

24.

Entire Agreement .  This Agreement, together with all exhibits, attachments and appendices, contains the entire understanding and agreement of the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

ADVISER

PERSIMMON CAPITAL MANAGEMENT, LP


By: _____________________________

Name: Gregory S. Horn

Title: President & Managing Partner

SUBADVISER

OPEN FIELD CAPITAL LLC



By: _____________________________

Name:

Title:




 





SUB-ADVISORY AGREEMENT

between PERSIMMON CAPITAL MANAGEMENT, LP (the “Adviser”),

and OPEN FIELD CAPITAL LLC (“Subadviser”)


EXHIBIT A

 

FUNDS OF THE TRUST



NAME OF FUND

ANNUAL SUB-ADVISORY FEE AS A % OF AVERAGE NET ASSETS OF THE FUND

Persimmon Long/Short Fund

1.00%









SUB-ADVISORY AGREEMENT

THIS AGREEMENT (“Agreement”) is made and entered into as of November 29, 2012, by and between PERSIMMON CAPITAL MANAGEMENT, LP , (the “Adviser”), a Delaware limited partnership registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) located at 1777 Sentry Parkway West, Gwynedd Hall, Suite 102 , Blue Bell, Pennsylvania 19422 , and SONICA CAPITAL, LLC a limited liability company organized under the laws of Delaware (the “Subadviser”) and also registered under the Advisers Act, with respect to each Fund listed on Schedule A hereto (each a “Fund”), a series of the NORTHERN LIGHTS FUND TRUST III, a Delaware statutory trust (the “Trust”).


WITNESSETH:

WHEREAS, the Trust is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Adviser has, pursuant to an Investment Advisory Agreement with the Trust dated as of November 29, 2012, as amended (the “Advisory Agreement”), been retained to act as investment adviser for each Fund;

WHEREAS, the Adviser represents that the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and

WHEREAS, the Adviser desires to retain Subadviser to assist it in the provision of a continuous investment program for that portion of each Fund’s assets that the Adviser will assign to the Subadviser, and Subadviser is willing to render such services subject to the terms and conditions set forth in this Agreement,

NOW, THEREFORE, the parties do mutually agree and promise as follows with respect to each Fund:

1.

Appointment as Subadviser .  In accordance with the Advisory Agreement, the Adviser hereby appoints the Subadviser to act as subadviser with respect to the Fund for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render or cause to be rendered the services set forth for the compensation herein specified. It is recognized that the Subadviser and certain of its affiliates may act as investment adviser to one or more other investment companies and other managed accounts and that the Adviser and the Trust do not object to such activities.

2.

Duties of Subadviser .

(a)

Subject to the supervision of the Board of Trustees (the “Board”) and the Adviser, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Adviser from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”), and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or the Adviser provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies.

(b)

The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein.

(c)

 Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.

(d)

 Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with the Adviser or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to the Adviser. The Subadviser also agrees to provide information to the Adviser or the Trust regarding proxies voted with respect to the Allocated Assets pursuant this section at such times and in a format requested by the Adviser or the Trust.

(e)

 The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult with the Adviser in the event of a pricing problem and to participate in the Trust’s valuation meetings.

3.

Books and Records .  The Subadviser shall maintain separate detailed records as are required by applicable laws and regulations of all matters hereunder pertaining to the Allocated Assets (the “Fund’s Records”), including, without limitation, brokerage and other records of all securities transactions.  The Subadviser acknowledges that each Fund’s Records are property of the Trust; except to the extent that the Subadviser is required to maintain the Fund’s Records under the Advisers Act or other applicable law and except that the Subadviser, at its own expense, is entitled to make and keep a copy of the Fund’s Records for its internal files.  Each Fund’s Records shall be available to the Adviser or the Trust at any time upon reasonable request during normal business hours and shall be available for telecopying promptly to the Adviser during any day that the Fund is open for business as set forth in the Prospectus.

4.

Independent Contractor .  In the performance of its services hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent a Fund, the Trust or the Adviser in any way or otherwise be deemed an agent of a Fund, the Trust or the Adviser.

5.

Expenses .  During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement.  The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement.  The Subadviser shall not be responsible for the Trust’s, the Funds’ or Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or carrying Allocated Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Allocated Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Funds’ custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of each Fund for sale in the various states; freight and other charges in connection with the shipment of each Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses.  The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of a Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of a Fund or the Adviser.  The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

6.

Investment Analysis and Commentary .  The Subadviser will provide quarterly performance analysis and market commentary (the “Investment Report”) during the term of this Agreement to the Trust and the Adviser.  The Investment Reports are due within 10 days after the end of each quarter.  In addition, interim Investment Reports shall be issued at such times as may be mutually agreed upon by the Adviser and Subadviser; provided however, that any such interim Investment Report will be due within 10 days of the end of the month in which such agreement is reached between the Adviser and Subadviser.  The subject of each Investment Report shall be mutually agreed upon.  The Adviser is freely able to publicly distribute the Investment Report.  In addition, the Subadviser shall prepare and furnish to the Trust and the Adviser such reports, statistical data and other information in such form and at such intervals as the Trust may reasonably request.

7.

Code of Ethics . The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide the Trust and the Adviser with a copy of the code and evidence of its adoption.  The Subadviser will provide to the Board of Trustees of the Trust at least annually a written report that describes any issues arising under the code of ethics since the last report to the Board of Trustees, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Subadviser has adopted procedures reasonably necessary to prevent “access persons” (as that term is defined in Rule 17j-1) from violating the code.

8.

Compensation .  As compensation for the services performed by the Subadviser, the Adviser shall pay the Subadviser out of the advisory fee it receives with respect to the Fund, and only to the extent thereof, as promptly as possible after the last day of each month, a fee, computed daily and paid monthly at an annual rate set forth opposite the Fund’s name on Schedule A hereto. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund or, if less, the portion thereof comprising the Allocated Assets, in that period from the beginning of such month to such date of termination, and shall be that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund, or portion thereof comprising the Allocated Assets, shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as stated in the Fund’s then-current Prospectus or as may be determined by the Board.

9.

Representations and Warranties of Subadviser .  The Subadviser represents and warrants to the Adviser and the Trust as follows:

(a)

The Subadviser is registered as an investment adviser under the Advisers Act;

(b)

The Subadviser is a limited liability company duly organized and properly registered and operating under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(c)

The execution, delivery and performance by the Subadviser of this Agreement are within the Subadviser’s powers and have been duly authorized by all necessary actions of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Subadviser for execution, delivery and performance by the Subadviser of this Agreement, and the execution, delivery and performance by the Subadviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Subadviser; and

(d)

The Form ADV of the Subadviser provided to the Adviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Subadviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

10.

Representations and Warranties of Adviser .  The Adviser represents and warrants to the Subadviser as follows:

(a)

The Adviser is registered as an investment adviser under the Advisers Act;

(b)

The Adviser is a limited partnership duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(c)

The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;

(d)

The Form ADV of the Adviser provided to the Subadviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

(e)

The Adviser acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement; and

(f)

The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, including, without limitation, the appointment of a subadviser with respect to assets of the Fund and the Adviser’s entering into and performing this Agreement.

11.

Survival of Representations and Warranties; Duty to Update Information .  All representations and warranties made by the Subadviser and the Adviser pursuant to the recitals above and Sections 8 and 9, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.

12.

Liability and Indemnification .

(a)

Liability .  The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, the Trust or a Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Allocated Assets.  The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 12(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Allocated Assets.  Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of such rights which the Trust or the Fund may have under federal securities laws.

(b)

Indemnification .  The Subadviser shall indemnify the Adviser, the Trust and each Fund, and their respective Affiliates and Controlling Persons for any liability and expenses, including without limitation reasonable attorneys’ fees and expenses, which the Adviser, the Trust and/or the Fund and their respective Affiliates and Controlling Persons may sustain as a result of the Subadviser’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws.  Unless otherwise obligated under applicable law, the Subadviser shall not be liable for indirect, punitive, special or consequential damages arising out of this Agreement.

The Adviser shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys’ fees and expenses, which may be sustained as a result of the Adviser’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws.

(c)

The Subadviser shall not be liable to the Adviser for acts of the Subadviser that result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by the Adviser, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request.  

13.

Duration and Termination .

(a)

Duration .  With respect to each Fund, the term of this Agreement shall begin as of the date and year upon which the Fund commences investment operations, and unless sooner terminated as hereinafter provided, this Agreement shall remain in effect for a period of two years. Thereafter, this Agreement shall continue in effect with respect to each Fund from year to year, subject to the termination provisions and all other terms and conditions hereof; PROVIDED, such continuance with respect to a Fund is approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Fund or by the Trustees of the Trust; PROVIDED, that in either event such continuance is also approved annually by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto. The Subadviser shall furnish to the Trust or to the Adviser, promptly upon its request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof.

(b)

Termination .  Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to one or more Funds, without payment of any penalty:

(i)

By vote of the Trust’s Board of Trustees, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, or by “vote of a majority of the outstanding voting securities” of the Fund (as defined in the 1940 Act), or by the Adviser, in each case, upon not more than 60 days’ written notice to the Subadviser;

(ii)

By any party hereto upon written notice to the other party in the event of a breach of any provision of this Agreement by the other party if the breach is not cured within 15 days of notice of the breach; or

(iii)

By the Subadviser upon 60 days’ written notice to the Adviser and the Trust.

(c)

This Agreement shall not be assigned (as such term is defined in the 1940 Act) and shall terminate automatically in the event of its assignment or upon the termination of the Advisory Agreement.

14.

Duties of the Adviser .  The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Subadviser’s performance of its duties under this Agreement.  Nothing contained in this Agreement shall obligate the Adviser to provide any funding or other support for the purpose of directly or indirectly promoting investments in a Fund.

15.

Reference to Adviser and Subadviser .

(a)

The Subadviser grants, subject to the conditions below, the Adviser non-exclusive rights to use, display and promote trademarks of the Subadviser in conjunction with any activity associated with the Funds.  In addition, the Adviser may promote the identity of and services provided by the Subadviser to the Adviser, which references shall not differ in substance from those included in the Prospectus, SAI and this Agreement, in any advertising or promotional materials.  The Adviser shall protect the goodwill and reputation of the Subadviser in connection with marketing and promotion of the Funds.  The Adviser shall submit to the Subadviser for its review and approval all such public informational materials relating to the Funds that refer to any recognizable variant or any registered mark or logo or other proprietary designation of the Subadviser.  Approval shall not be unreasonably withheld by the Subadviser and notice of approval or disapproval will be provided promptly and in any event within three (3) business days.  Subsequent advertising or promotional materials having substantially the same form as previously approved by the Subadviser may be used by the Adviser without obtaining the Subadviser’s consent unless such consent is withdrawn in writing by the Subadviser.

(b)

Neither the Subadviser nor any Affiliate or agent of Subadviser shall make reference to or use the name of the Adviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Adviser to the Funds or by the Subadviser to the Fund or Adviser, which references shall not differ in substance from those included in the Prospectus, SAI and this Agreement, in any advertising or promotional materials without the prior approval of Adviser, which approval shall not be unreasonably withheld or delayed and notice of approval or disapproval will be provided promptly and in any event within three (3) business days.  The Subadviser hereby agrees to make all reasonable efforts to cause any Affiliate of the Subadviser to satisfy the foregoing obligation.

16.

Amendment .  This Agreement may be amended by mutual consent of the parties, provided that the terms of any material amendment shall be approved by: (a) the Trust’s Board of Trustees or by a vote of a majority of the outstanding voting securities of the Fund (as required by the 1940 Act), and (b) the vote of a majority of those Trustees of the Trust who are not “interested persons” of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.  

17.

Confidentiality .  Subject to the duties of the Adviser, the Trust and the Subadviser to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential and shall not disclose any and all information pertaining to the Funds and the actions of the Subadviser, the Adviser and the Funds in respect thereof; except to the extent:

(a)

Authorized .  The Adviser or the Trust has authorized such disclosure;

(b)

Court or Regulatory Authority .  Disclosure of such information is expressly required or requested by a court or other tribunal of competent jurisdiction or applicable federal or state regulatory authorities;

(c)

Publicly Known Without Breach .  Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;

(d)

Already Known .  Such information already was known by the party prior to the date hereof;

(e)

Received From Third Party .  Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Funds’ custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or

(f)

Independently Developed .  The party independently developed such information.

In addition, the Subadviser and its officers, directors and employees are prohibited from receiving compensation or other consideration, for themselves or on behalf of a Fund, as a result of disclosing a Fund’s portfolio holdings.  The Subadviser agrees, consistent with its Code of Ethics, it nor its officers, directors or employees may engage in personal securities transactions based on non-public information about a Fund’s portfolio holdings.


18.

Notice .  Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered, or mailed postpaid to the other parties, or transmitted by facsimile with acknowledgment of receipt, to the parties at the following addresses or facsimile numbers, which may from time to time be changed by the parties by notice to the other party:


(a)

If to the Subadviser:

Name:

Title:

Address:

               


Phone:

Fax:

Email:

(b)

If to the Adviser:

Name: Gregory S. Horn

Title: President and Managing Partner

Address: 1777 Sentry Parkway West,

                Gwynedd Hall, Suite 102,

                Blue Bell, PA 19422

Phone: (484) 572-0500

Fax:

Email: ghorn@persimmoncapital.com


19.

Jurisdiction .  This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York without reference to choice of law principles thereof and in accordance with the 1940 Act.  In the case of any conflict, the 1940 Act shall control.

20.

Counterparts .  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, all of which shall together constitute one and the same instrument.

21.

Certain Definitions .  For the purposes of this Agreement and except as otherwise provided herein, “interested person,” “affiliated person,” and assignment shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC.

22.

Captions .  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

23.

Severability .  If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect.

24.

Entire Agreement .  This Agreement, together with all exhibits, attachments and appendices, contains the entire understanding and agreement of the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

ADVISER

PERSIMMON CAPITAL MANAGEMENT, LP


By: _____________________________

Name: Gregory S. Horn

Title: President & Managing Partner

SUBADVISER

SONICA CAPITAL, LLC



By: _____________________________

Name:

Title:


SUB-ADVISORY AGREEMENT

between PERSIMMON CAPITAL MANAGEMENT, LP (the “Adviser”),

and SONICA CAPITAL, LLC (“Subadviser”)


EXHIBIT A

 

FUNDS OF THE TRUST



NAME OF FUND

ANNUAL SUB-ADVISORY FEE AS A % OF AVERAGE NET ASSETS OF THE FUND

Persimmon Long/Short Fund

1.00%








-  -





SUB-ADVISORY AGREEMENT

THIS AGREEMENT (“Agreement”) is made and entered into as of November 29, 2012, by and between PERSIMMON CAPITAL MANAGEMENT, LP , (the “Adviser”), a Delaware limited partnership registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) located at 1777 Sentry Parkway West, Gwynedd Hall, Suite 102 , Blue Bell, Pennsylvania 19422 , and TURNER INVESTMENTS, L.P. a limited partnership organized under the laws of Pennsylvania (the “Subadviser”) and also registered under the Advisers Act, with respect to each Fund listed on Schedule A hereto (each a “Fund”), a series of the NORTHERN LIGHTS FUND TRUST III, a Delaware statutory trust (the “Trust”).


WITNESSETH:

WHEREAS, the Trust is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Adviser has, pursuant to an Investment Advisory Agreement with the Trust dated as of November 29, 2012, as amended (the “Advisory Agreement”), been retained to act as investment adviser for each Fund;

WHEREAS, the Adviser represents that the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and

WHEREAS, the Adviser desires to retain Subadviser to assist it in the provision of a continuous investment program for that portion of each Fund’s assets that the Adviser will assign to the Subadviser, and Subadviser is willing to render such services subject to the terms and conditions set forth in this Agreement,

NOW, THEREFORE, the parties do mutually agree and promise as follows with respect to each Fund:

1.

Appointment as Subadviser .  In accordance with the Advisory Agreement, the Adviser hereby appoints the Subadviser to act as subadviser with respect to the Fund for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render or cause to be rendered the services set forth for the compensation herein specified. It is recognized that the Subadviser and certain of its affiliates may act as investment adviser to one or more other investment companies and other managed accounts and that the Adviser and the Trust do not object to such activities.

2.

Duties of Subadviser .

(a)

Subject to the supervision of the Board of Trustees (the “Board”) and the Adviser, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Adviser from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”), and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or the Adviser provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies.

(b)

The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein.

(c)

 Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.

(d)

 Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with the Adviser or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to the Adviser. The Subadviser also agrees to provide information to the Adviser or the Trust regarding proxies voted with respect to the Allocated Assets pursuant this section at such times and in a format requested by the Adviser or the Trust.

(e)

 The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult with the Adviser in the event of a pricing problem and to participate in the Trust’s valuation meetings.

3.

Books and Records .  The Subadviser shall maintain separate detailed records as are required by applicable laws and regulations of all matters hereunder pertaining to the Allocated Assets (the “Fund’s Records”), including, without limitation, brokerage and other records of all securities transactions.  The Subadviser acknowledges that each Fund’s Records are property of the Trust; except to the extent that the Subadviser is required to maintain the Fund’s Records under the Advisers Act or other applicable law and except that the Subadviser, at its own expense, is entitled to make and keep a copy of the Fund’s Records for its internal files.  Each Fund’s Records shall be available to the Adviser or the Trust at any time upon reasonable request during normal business hours and shall be available for telecopying promptly to the Adviser during any day that the Fund is open for business as set forth in the Prospectus.

4.

Independent Contractor .  In the performance of its services hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent a Fund, the Trust or the Adviser in any way or otherwise be deemed an agent of a Fund, the Trust or the Adviser.

5.

Expenses .  During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement.  The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement.  The Subadviser shall not be responsible for the Trust’s, the Funds’ or Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or carrying Allocated Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Allocated Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Funds’ custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of each Fund for sale in the various states; freight and other charges in connection with the shipment of each Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses.  The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of a Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of a Fund or the Adviser.  The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

6.

Investment Analysis and Commentary .  The Subadviser will provide quarterly performance analysis and market commentary (the “Investment Report”) during the term of this Agreement to the Trust and the Adviser.  The Investment Reports are due within 10 days after the end of each quarter.  In addition, interim Investment Reports shall be issued at such times as may be mutually agreed upon by the Adviser and Subadviser; provided however, that any such interim Investment Report will be due within 10 days of the end of the month in which such agreement is reached between the Adviser and Subadviser.  The subject of each Investment Report shall be mutually agreed upon.  The Adviser is freely able to publicly distribute the Investment Report.  In addition, the Subadviser shall prepare and furnish to the Trust and the Adviser such reports, statistical data and other information in such form and at such intervals as the Trust may reasonably request.

7.

Code of Ethics . The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide the Trust and the Adviser with a copy of the code and evidence of its adoption.  The Subadviser will provide to the Board of Trustees of the Trust at least annually a written report that describes any issues arising under the code of ethics since the last report to the Board of Trustees, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Subadviser has adopted procedures reasonably necessary to prevent “access persons” (as that term is defined in Rule 17j-1) from violating the code.

8.

Compensation .  As compensation for the services performed by the Subadviser, the Adviser shall pay the Subadviser out of the advisory fee it receives with respect to the Fund, and only to the extent thereof, as promptly as possible after the last day of each month, a fee, computed daily and paid monthly at an annual rate set forth opposite the Fund’s name on Schedule A hereto. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund or, if less, the portion thereof comprising the Allocated Assets, in that period from the beginning of such month to such date of termination, and shall be that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund, or portion thereof comprising the Allocated Assets, shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as stated in the Fund’s then-current Prospectus or as may be determined by the Board.

9.

Representations and Warranties of Subadviser .  The Subadviser represents and warrants to the Adviser and the Trust as follows:

(a)

The Subadviser is registered as an investment adviser under the Advisers Act;

(b)

The Subadviser is a limited partnership duly organized and properly registered and operating under the laws of the State of Pennsylvania with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(c)

The execution, delivery and performance by the Subadviser of this Agreement are within the Subadviser’s powers and have been duly authorized by all necessary actions of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Subadviser for execution, delivery and performance by the Subadviser of this Agreement, and the execution, delivery and performance by the Subadviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Subadviser; and

(d)

The Form ADV of the Subadviser provided to the Adviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Subadviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

10.

Representations and Warranties of Adviser .  The Adviser represents and warrants to the Subadviser as follows:

(a)

The Adviser is registered as an investment adviser under the Advisers Act;

(b)

The Adviser is a limited partnership duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(c)

The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;

(d)

The Form ADV of the Adviser provided to the Subadviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

(e)

The Adviser acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement; and

(f)

The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, including, without limitation, the appointment of a subadviser with respect to assets of the Fund and the Adviser’s entering into and performing this Agreement.

11.

Survival of Representations and Warranties; Duty to Update Information .  All representations and warranties made by the Subadviser and the Adviser pursuant to the recitals above and Sections 8 and 9, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.

12.

Liability and Indemnification .

(a)

Liability .  The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, the Trust or a Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Allocated Assets.  The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 12(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Allocated Assets.  Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of such rights which the Trust or the Fund may have under federal securities laws.

(b)

Indemnification .  The Subadviser shall indemnify the Adviser, the Trust and each Fund, and their respective Affiliates and Controlling Persons for any liability and expenses, including without limitation reasonable attorneys’ fees and expenses, which the Adviser, the Trust and/or the Fund and their respective Affiliates and Controlling Persons may sustain as a result of the Subadviser’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws.  Unless otherwise obligated under applicable law, the Subadviser shall not be liable for indirect, punitive, special or consequential damages arising out of this Agreement.

The Adviser shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys’ fees and expenses, which may be sustained as a result of the Adviser’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws.

(c)

The Subadviser shall not be liable to the Adviser for acts of the Subadviser that result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by the Adviser, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request.  

13.

Duration and Termination .

(a)

Duration .  With respect to each Fund, the term of this Agreement shall begin as of the date and year upon which the Fund commences investment operations, and unless sooner terminated as hereinafter provided, this Agreement shall remain in effect for a period of two years. Thereafter, this Agreement shall continue in effect with respect to each Fund from year to year, subject to the termination provisions and all other terms and conditions hereof; PROVIDED, such continuance with respect to a Fund is approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Fund or by the Trustees of the Trust; PROVIDED, that in either event such continuance is also approved annually by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto. The Subadviser shall furnish to the Trust or to the Adviser, promptly upon its request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof.

(b)

Termination .  Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to one or more Funds, without payment of any penalty:

(i)

By vote of the Trust’s Board of Trustees, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, or by “vote of a majority of the outstanding voting securities” of the Fund (as defined in the 1940 Act), or by the Adviser, in each case, upon not more than 60 days’ written notice to the Subadviser;

(ii)

By any party hereto upon written notice to the other party in the event of a breach of any provision of this Agreement by the other party if the breach is not cured within 15 days of notice of the breach; or

(iii)

By the Subadviser upon 60 days’ written notice to the Adviser and the Trust.

(c)

This Agreement shall not be assigned (as such term is defined in the 1940 Act) and shall terminate automatically in the event of its assignment or upon the termination of the Advisory Agreement.

14.

Duties of the Adviser .  The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Subadviser’s performance of its duties under this Agreement.  Nothing contained in this Agreement shall obligate the Adviser to provide any funding or other support for the purpose of directly or indirectly promoting investments in a Fund.

15.

Reference to Adviser and Subadviser .

(a)

The Subadviser grants, subject to the conditions below, the Adviser non-exclusive rights to use, display and promote trademarks of the Subadviser in conjunction with any activity associated with the Funds.  In addition, the Adviser may promote the identity of and services provided by the Subadviser to the Adviser, which references shall not differ in substance from those included in the Prospectus, SAI and this Agreement, in any advertising or promotional materials.  The Adviser shall protect the goodwill and reputation of the Subadviser in connection with marketing and promotion of the Funds.  The Adviser shall submit to the Subadviser for its review and approval all such public informational materials relating to the Funds that refer to any recognizable variant or any registered mark or logo or other proprietary designation of the Subadviser.  Approval shall not be unreasonably withheld by the Subadviser and notice of approval or disapproval will be provided promptly and in any event within three (3) business days.  Subsequent advertising or promotional materials having substantially the same form as previously approved by the Subadviser may be used by the Adviser without obtaining the Subadviser’s consent unless such consent is withdrawn in writing by the Subadviser.

(b)

Neither the Subadviser nor any Affiliate or agent of Subadviser shall make reference to or use the name of the Adviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Adviser to the Funds or by the Subadviser to the Fund or Adviser, which references shall not differ in substance from those included in the Prospectus, SAI and this Agreement, in any advertising or promotional materials without the prior approval of Adviser, which approval shall not be unreasonably withheld or delayed and notice of approval or disapproval will be provided promptly and in any event within three (3) business days.  The Subadviser hereby agrees to make all reasonable efforts to cause any Affiliate of the Subadviser to satisfy the foregoing obligation.

16.

Amendment .  This Agreement may be amended by mutual consent of the parties, provided that the terms of any material amendment shall be approved by: (a) the Trust’s Board of Trustees or by a vote of a majority of the outstanding voting securities of the Fund (as required by the 1940 Act), and (b) the vote of a majority of those Trustees of the Trust who are not “interested persons” of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.  

17.

Confidentiality .  Subject to the duties of the Adviser, the Trust and the Subadviser to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential and shall not disclose any and all information pertaining to the Funds and the actions of the Subadviser, the Adviser and the Funds in respect thereof; except to the extent:

(a)

Authorized .  The Adviser or the Trust has authorized such disclosure;

(b)

Court or Regulatory Authority .  Disclosure of such information is expressly required or requested by a court or other tribunal of competent jurisdiction or applicable federal or state regulatory authorities;

(c)

Publicly Known Without Breach .  Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;

(d)

Already Known .  Such information already was known by the party prior to the date hereof;

(e)

Received From Third Party .  Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Funds’ custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or

(f)

Independently Developed .  The party independently developed such information.

In addition, the Subadviser and its officers, directors and employees are prohibited from receiving compensation or other consideration, for themselves or on behalf of a Fund, as a result of disclosing a Fund’s portfolio holdings.  The Subadviser agrees, consistent with its Code of Ethics, it nor its officers, directors or employees may engage in personal securities transactions based on non-public information about a Fund’s portfolio holdings.


18.

Notice .  Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered, or mailed postpaid to the other parties, or transmitted by facsimile with acknowledgment of receipt, to the parties at the following addresses or facsimile numbers, which may from time to time be changed by the parties by notice to the other party:


(a)

If to the Subadviser:

Name:

Title:

Address:

               


Phone:

Fax:

Email:

(b)

If to the Adviser:

Name: Gregory S. Horn

Title: President and Managing Partner

Address: 1777 Sentry Parkway West,

                Gwynedd Hall, Suite 102,

                Blue Bell, PA 19422

Phone: (484) 572-0500

Fax:

Email: ghorn@persimmoncapital.com


19.

Jurisdiction .  This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York without reference to choice of law principles thereof and in accordance with the 1940 Act.  In the case of any conflict, the 1940 Act shall control.

20.

Counterparts .  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, all of which shall together constitute one and the same instrument.

21.

Certain Definitions .  For the purposes of this Agreement and except as otherwise provided herein, “interested person,” “affiliated person,” and assignment shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC.

22.

Captions .  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

23.

Severability .  If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect.

24.

Entire Agreement .  This Agreement, together with all exhibits, attachments and appendices, contains the entire understanding and agreement of the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

ADVISER

PERSIMMON CAPITAL MANAGEMENT, LP


By: _____________________________

Name: Gregory S. Horn

Title: President & Managing Partner

SUBADVISER

TURNER INVESTMENTS, L.P.



By: _____________________________

Name:

Title:


SUB-ADVISORY AGREEMENT

between PERSIMMON CAPITAL MANAGEMENT, LP (the “Adviser”),

and TURNER INVESTMENTS, L.P. (“Subadviser”)


EXHIBIT A

 

FUNDS OF THE TRUST



NAME OF FUND

ANNUAL SUB-ADVISORY FEE AS A % OF AVERAGE NET ASSETS OF THE FUND

Persimmon Long/Short Fund

1.10%








SUB-ADVISORY AGREEMENT

THIS AGREEMENT (“Agreement”) is made and entered into as of November 29, 2012, by and between PERSIMMON CAPITAL MANAGEMENT, LP , (the “Adviser”), a Delaware limited partnership registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) located at 1777 Sentry Parkway West, Gwynedd Hall, Suite 102 , Blue Bell, Pennsylvania 19422 , and M.A. WEATHERBIE & CO., INC., a corporation organized under the laws of Delaware (the “Subadviser”) and also registered under the Advisers Act, with respect to each Fund listed on Schedule A hereto (each a “Fund”), a series of the NORTHERN LIGHTS FUND TRUST III, a Delaware statutory trust (the “Trust”).


WITNESSETH:

WHEREAS, the Trust is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Adviser has, pursuant to an Investment Advisory Agreement with the Trust dated as of November 29, 2012, as amended (the “Advisory Agreement”), been retained to act as investment adviser for each Fund;

WHEREAS, the Adviser represents that the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and

WHEREAS, the Adviser desires to retain Subadviser to assist it in the provision of a continuous investment program for that portion of each Fund’s assets that the Adviser will assign to the Subadviser, and Subadviser is willing to render such services subject to the terms and conditions set forth in this Agreement,

NOW, THEREFORE, the parties do mutually agree and promise as follows with respect to each Fund:

1.

Appointment as Subadviser .  In accordance with the Advisory Agreement, the Adviser hereby appoints the Subadviser to act as subadviser with respect to the Fund for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render or cause to be rendered the services set forth for the compensation herein specified. It is recognized that the Subadviser and certain of its affiliates may act as investment adviser to one or more other investment companies and other managed accounts and that the Adviser and the Trust do not object to such activities.

2.

Duties of Subadviser .

(a)

Subject to the supervision of the Board of Trustees (the “Board”) and the Adviser, the Subadviser shall regularly provide the Fund, with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Adviser from time to time (the “Allocated Assets”), with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information (“SAI”), and subject to such other restrictions and limitations as directed by the officers of the Adviser or the Trust by notice in writing to the Subadviser. The Adviser will provide the Subadviser with reasonable advance notice of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust and By-Laws (collectively, the “Governing Documents”), the 1940 Act and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”), interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, any written instructions and directions of the Board or the Adviser provided to the Subadviser from time to time, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser’s responsibility for providing investment research, advice, management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Subadviser is prohibited from directly or indirectly consulting with any other subadviser for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies.

(b)

The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein.

(c)

 Pursuant to the Advisory Agreement, the Fund authorizes any entity or person associated with the Subadviser that is a member of a national securities exchange, to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv) provided the transaction complies with the Trust’s Rule 17e-1 policies and procedures.

(d)

 Unless the Adviser advises the Subadviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Trust or otherwise delegated to another party, the Subadviser shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Subadviser’s proxy voting policies and procedures without consultation with the Adviser or the Fund. The Subadviser agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to the Adviser. The Subadviser also agrees to provide information to the Adviser or the Trust regarding proxies voted with respect to the Allocated Assets pursuant this section at such times and in a format requested by the Adviser or the Trust.

(e)

 The Subadviser will monitor the security valuations of the Allocated Assets. If the Subadviser believes that the Fund’s carrying value for a security does not fairly represent the price that could be obtained for the security in a current market transaction, the Subadviser will notify the Adviser promptly. In addition, the Subadviser will be available to consult with the Adviser in the event of a pricing problem and to participate in the Trust’s valuation meetings.

3.

Books and Records .  The Subadviser shall maintain separate detailed records as are required by applicable laws and regulations of all matters hereunder pertaining to the Allocated Assets (the “Fund’s Records”), including, without limitation, brokerage and other records of all securities transactions.  The Subadviser acknowledges that each Fund’s Records are property of the Trust; except to the extent that the Subadviser is required to maintain the Fund’s Records under the Advisers Act or other applicable law and except that the Subadviser, at its own expense, is entitled to make and keep a copy of the Fund’s Records for its internal files.  Each Fund’s Records shall be available to the Adviser or the Trust at any time upon reasonable request during normal business hours and shall be available for telecopying promptly to the Adviser during any day that the Fund is open for business as set forth in the Prospectus.

4.

Independent Contractor .  In the performance of its services hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent a Fund, the Trust or the Adviser in any way or otherwise be deemed an agent of a Fund, the Trust or the Adviser.

5.

Expenses .  During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement.  The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement.  The Subadviser shall not be responsible for the Trust’s, the Funds’ or Adviser’s expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for a Fund and any losses incurred in connection therewith, expenses of holding or carrying Allocated Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Allocated Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Funds’ custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of each Fund for sale in the various states; freight and other charges in connection with the shipment of each Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses.  The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of a Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of a Fund or the Adviser.  The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.

6.

Investment Analysis and Commentary .  The Subadviser will provide quarterly performance analysis and market commentary (the “Investment Report”) during the term of this Agreement to the Trust and the Adviser.  The Investment Reports are due within 10 days after the end of each quarter.  In addition, interim Investment Reports shall be issued at such times as may be mutually agreed upon by the Adviser and Subadviser; provided however, that any such interim Investment Report will be due within 10 days of the end of the month in which such agreement is reached between the Adviser and Subadviser.  The subject of each Investment Report shall be mutually agreed upon.  The Adviser is freely able to publicly distribute the Investment Report.  In addition, the Subadviser shall prepare and furnish to the Trust and the Adviser such reports, statistical data and other information in such form and at such intervals as the Trust may reasonably request.

7.

Code of Ethics . The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide the Trust and the Adviser with a copy of the code and evidence of its adoption.  The Subadviser will provide to the Board of Trustees of the Trust at least annually a written report that describes any issues arising under the code of ethics since the last report to the Board of Trustees, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Subadviser has adopted procedures reasonably necessary to prevent “access persons” (as that term is defined in Rule 17j-1) from violating the code.

8.

Compensation .  As compensation for the services performed by the Subadviser, the Adviser shall pay the Subadviser out of the advisory fee it receives with respect to the Fund, and only to the extent thereof, as promptly as possible after the last day of each month, a fee, computed daily and paid monthly at an annual rate set forth opposite the Fund’s name on Schedule A hereto. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund or, if less, the portion thereof comprising the Allocated Assets, in that period from the beginning of such month to such date of termination, and shall be that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund, or portion thereof comprising the Allocated Assets, shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as stated in the Fund’s then-current Prospectus or as may be determined by the Board.

9.

Representations and Warranties of Subadviser .  The Subadviser represents and warrants to the Adviser and the Trust as follows:

(a)

The Subadviser is registered as an investment adviser under the Advisers Act;

(b)

The Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(c)

The execution, delivery and performance by the Subadviser of this Agreement are within the Subadviser’s powers and have been duly authorized by all necessary actions of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Subadviser for execution, delivery and performance by the Subadviser of this Agreement, and the execution, delivery and performance by the Subadviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Subadviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Subadviser; and

(d)

The Form ADV of the Subadviser provided to the Adviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Subadviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

10.

Representations and Warranties of Adviser .  The Adviser represents and warrants to the Subadviser as follows:

(a)

The Adviser is registered as an investment adviser under the Advisers Act;

(b)

The Adviser is a limited partnership duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;

(c)

The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;

(d)

The Form ADV of the Adviser provided to the Subadviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

(e)

The Adviser acknowledges that it received a copy of the Subadviser’s Form ADV prior to the execution of this Agreement; and

(f)

The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, including, without limitation, the appointment of a subadviser with respect to assets of the Fund and the Adviser’s entering into and performing this Agreement.

11.

Survival of Representations and Warranties; Duty to Update Information .  All representations and warranties made by the Subadviser and the Adviser pursuant to the recitals above and Sections 8 and 9, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.

12.

Liability and Indemnification .

(a)

Liability .  The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, the Trust or a Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Allocated Assets.  The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 12(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Allocated Assets.  Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of such rights which the Trust or the Fund may have under federal securities laws.

(b)

Indemnification .  The Subadviser shall indemnify the Adviser, the Trust and each Fund, and their respective Affiliates and Controlling Persons for any liability and expenses, including without limitation reasonable attorneys’ fees and expenses, which the Adviser, the Trust and/or the Fund and their respective Affiliates and Controlling Persons may sustain as a result of the Subadviser’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws.  Unless otherwise obligated under applicable law, the Subadviser shall not be liable for indirect, punitive, special or consequential damages arising out of this Agreement.

The Adviser shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys’ fees and expenses, which may be sustained as a result of the Adviser’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws.

(c)

The Subadviser shall not be liable to the Adviser for acts of the Subadviser that result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by the Adviser, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request.  

13.

Duration and Termination .

(a)

Duration .  With respect to each Fund, the term of this Agreement shall begin as of the date and year upon which the Fund commences investment operations, and unless sooner terminated as hereinafter provided, this Agreement shall remain in effect for a period of two years. Thereafter, this Agreement shall continue in effect with respect to each Fund from year to year, subject to the termination provisions and all other terms and conditions hereof; PROVIDED, such continuance with respect to a Fund is approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Fund or by the Trustees of the Trust; PROVIDED, that in either event such continuance is also approved annually by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto. The Subadviser shall furnish to the Trust or to the Adviser, promptly upon its request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof.

(b)

Termination .  Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to one or more Funds, without payment of any penalty:

(i)

By vote of the Trust’s Board of Trustees, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, or by “vote of a majority of the outstanding voting securities” of the Fund (as defined in the 1940 Act), or by the Adviser, in each case, upon not more than 60 days’ written notice to the Subadviser;

(ii)

By any party hereto upon written notice to the other party in the event of a breach of any provision of this Agreement by the other party if the breach is not cured within 15 days of notice of the breach; or

(iii)

By the Subadviser upon 60 days’ written notice to the Adviser and the Trust.

(c)

This Agreement shall not be assigned (as such term is defined in the 1940 Act) and shall terminate automatically in the event of its assignment or upon the termination of the Advisory Agreement.

14.

Duties of the Adviser .  The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Subadviser’s performance of its duties under this Agreement.  Nothing contained in this Agreement shall obligate the Adviser to provide any funding or other support for the purpose of directly or indirectly promoting investments in a Fund.

15.

Reference to Adviser and Subadviser .

(a)

The Subadviser grants, subject to the conditions below, the Adviser non-exclusive rights to use, display and promote trademarks of the Subadviser in conjunction with any activity associated with the Funds.  In addition, the Adviser may promote the identity of and services provided by the Subadviser to the Adviser, which references shall not differ in substance from those included in the Prospectus, SAI and this Agreement, in any advertising or promotional materials.  The Adviser shall protect the goodwill and reputation of the Subadviser in connection with marketing and promotion of the Funds.  The Adviser shall submit to the Subadviser for its review and approval all such public informational materials relating to the Funds that refer to any recognizable variant or any registered mark or logo or other proprietary designation of the Subadviser.  Approval shall not be unreasonably withheld by the Subadviser and notice of approval or disapproval will be provided promptly and in any event within three (3) business days.  Subsequent advertising or promotional materials having substantially the same form as previously approved by the Subadviser may be used by the Adviser without obtaining the Subadviser’s consent unless such consent is withdrawn in writing by the Subadviser.

(b)

Neither the Subadviser nor any Affiliate or agent of Subadviser shall make reference to or use the name of the Adviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Adviser to the Funds or by the Subadviser to the Fund or Adviser, which references shall not differ in substance from those included in the Prospectus, SAI and this Agreement, in any advertising or promotional materials without the prior approval of Adviser, which approval shall not be unreasonably withheld or delayed and notice of approval or disapproval will be provided promptly and in any event within three (3) business days.  The Subadviser hereby agrees to make all reasonable efforts to cause any Affiliate of the Subadviser to satisfy the foregoing obligation.

16.

Amendment .  This Agreement may be amended by mutual consent of the parties, provided that the terms of any material amendment shall be approved by: (a) the Trust’s Board of Trustees or by a vote of a majority of the outstanding voting securities of the Fund (as required by the 1940 Act), and (b) the vote of a majority of those Trustees of the Trust who are not “interested persons” of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.  

17.

Confidentiality .  Subject to the duties of the Adviser, the Trust and the Subadviser to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential and shall not disclose any and all information pertaining to the Funds and the actions of the Subadviser, the Adviser and the Funds in respect thereof; except to the extent:

(a)

Authorized .  The Adviser or the Trust has authorized such disclosure;

(b)

Court or Regulatory Authority .  Disclosure of such information is expressly required or requested by a court or other tribunal of competent jurisdiction or applicable federal or state regulatory authorities;

(c)

Publicly Known Without Breach .  Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;

(d)

Already Known .  Such information already was known by the party prior to the date hereof;

(e)

Received From Third Party .  Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Funds’ custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or

(f)

Independently Developed .  The party independently developed such information.

In addition, the Subadviser and its officers, directors and employees are prohibited from receiving compensation or other consideration, for themselves or on behalf of a Fund, as a result of disclosing a Fund’s portfolio holdings.  The Subadviser agrees, consistent with its Code of Ethics, it nor its officers, directors or employees may engage in personal securities transactions based on non-public information about a Fund’s portfolio holdings.


18.

Notice .  Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered, or mailed postpaid to the other parties, or transmitted by facsimile with acknowledgment of receipt, to the parties at the following addresses or facsimile numbers, which may from time to time be changed by the parties by notice to the other party:


(a)

If to the Subadviser:

Name:

Title:

Address:

               


Phone:

Fax:

Email:

(b)

If to the Adviser:

Name: Gregory S. Horn

Title: President and Managing Partner

Address: 1777 Sentry Parkway West,

                Gwynedd Hall, Suite 102,

                Blue Bell, PA 19422

Phone: (484) 572-0500

Fax:

Email: ghorn@persimmoncapital.com


19.

Jurisdiction .  This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York without reference to choice of law principles thereof and in accordance with the 1940 Act.  In the case of any conflict, the 1940 Act shall control.

20.

Counterparts .  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, all of which shall together constitute one and the same instrument.

21.

Certain Definitions .  For the purposes of this Agreement and except as otherwise provided herein, “interested person,” “affiliated person,” and assignment shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC.

22.

Captions .  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

23.

Severability .  If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect.

24.

Entire Agreement .  This Agreement, together with all exhibits, attachments and appendices, contains the entire understanding and agreement of the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

ADVISER

PERSIMMON CAPITAL MANAGEMENT, LP


By: _____________________________

Name: Gregory S. Horn

Title: President & Managing Partner

SUBADVISER

M.A. WEATHERBIE & CO., INC.



By: _____________________________

Name:

Title:



 





SUB-ADVISORY AGREEMENT

between PERSIMMON CAPITAL MANAGEMENT, LP (the “Adviser”),

and M.A. WEATHERBIE & CO., INC.(“Subadviser”)


EXHIBIT A

 

FUNDS OF THE TRUST



NAME OF FUND

ANNUAL SUB-ADVISORY FEE AS A % OF AVERAGE NET ASSETS OF THE FUND

Persimmon Long/Short Fund

1.25%








 



NORTHERN LIGHTS FUND TRUST III


OPERATING EXPENSES LIMITATION

AND SECURITY AGREEMENT


PERSIMMON LONG/SHORT FUND



THIS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT (the “Agreement”) is effective as of the 29 th day of November, 2012, by and between NORTHERN LIGHTS FUND TRUST III, a Delaware statutory trust (the “Trust”), on behalf of Persimmon Long/Short Fund (the “Fund”) a series of the Trust, and the Advisor of the Fund, Persimmon Capital Management, LP (the “Advisor”).


RECITALS:


WHEREAS , the Advisor renders advice and services to the Fund pursuant to the terms and provisions of an Investment Advisory Agreement between the Trust and the Advisor dated as of the 29 th day of  November, 2012 (the “Advisory Agreement”); and


WHEREAS , the Fund is responsible for, and has assumed the obligation for, payment of certain expenses pursuant to the Advisory Agreement that have not been assumed by the Advisor; and


WHEREAS , the Advisor desires to limit the Fund’s Operating Expenses (as that term is defined in Paragraph 2 of this Agreement) pursuant to the terms and provisions of this Agreement, and the Trust (on behalf of the Fund) desires to allow the Advisor to implement those limits; and


WHEREAS , as a condition to the continuation of its contractual relationship with the Advisor, the Trust has required that Advisor grant to the Trust a continuing security interest in and to a designated account of the Advisor established with Gemini Fund Services, LLC, Transfer Agent to the Fund, or its successor and assigns (the “Securities Intermediary”), for so long as Fund assets remain below $15 million;


NOW THEREFORE , in consideration of the covenants and the mutual promises hereinafter set forth, the parties, intending to be legally bound hereby, mutually agree as follows:


1. Limit on Operating Expenses . The Advisor hereby agrees to limit the Fund’s current Operating Expenses to an annual rate, expressed as a percentage of the Fund’s average daily net assets for the month, to the amounts listed in Appendix A (the “Annual Limit”). In the event that the current Operating Expenses of the Fund, as accrued each month, exceed its Annual Limit, the Advisor will pay to the Fund, on a monthly basis, the excess expense within the first ten days of the month following the month in which such Operating Expenses were incurred (each payment, a “Fund Reimbursement Payment”).

2. Definition . For purposes of this Agreement, the term “Operating Expenses” with respect to the Fund is defined to include all expenses necessary or appropriate for the operation of the Fund and including the Advisor’s investment advisory or management fee detailed in the Advisory Agreement, any Rule 12b-l fees and other expenses described in the Advisory Agreement, but does not include: (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)).


3. Reimbursement of Fees and Expenses . The Advisor retains its right to receive in future years on a rolling three year basis, reimbursement of any Fund Reimbursement Payments paid by the Advisor pursuant to this Agreement, if such reimbursement can be achieved within the Operating Expense Limitations listed in Appendix A .


4. Collateral Account and Security Interest .  At any time when Fund’s assets are below $15 million, the Advisor, for value received, hereby pledges, assigns, sets over and grants to the Trust a continuing security interest in and to an account to be established and maintained by the Advisor with the Securities Intermediary and designated as a collateral account (the “Collateral Account”), including any replacement account established with any successor, together with all dividends, interest, stock-splits, distributions, profits and all cash and non-cash proceeds thereof and any and all other rights as may now or hereafter derive or accrue therefrom (collectively, the “Collateral”) to secure the payment of any required Fund Reimbursement Payment or Liquidation Expenses (as defined in Paragraph 5 of this Agreement).  For so long as this Agreement is in effect, any transfers or conveyances of Collateral to any party shall require the approval of the Board of Trustees of the Trust (the “Board”), except as specified in Section 7(a)(ii) of this Agreement, below.  In addition, the Trust will not issue entitlement orders, redeem or otherwise take any action with respect to the Collateral or Collateral Account unless a Collateral Event (defined below under Section 5 of this Agreement) has occurred or is continuing.


5. Collateral Event .  In the event that either (a) the Advisor does not make the Fund Reimbursement Payment due in connection with a particular calendar month by the tenth day of the following calendar month or (b) the Board enacts a resolution calling for the liquidation of the Fund (either (a) or (b), a “Collateral Event”), then, in either event, the Board shall have absolute discretion to redeem any shares or other Collateral held in the Collateral Account and utilize the proceeds from such redemptions or such other Collateral to make any required Fund Reimbursement Payment, or to cover any costs or expenses which the Board, in its sole and absolute discretion, estimates will be required in connection with the liquidation of the Fund (the “Liquidation Expenses”).  Pursuant to the terms of Paragraph 6 of this Agreement, upon authorization from the Board, but subject to the provisions of the Control Agreement, no further instructions shall be required from the Advisor for the Securities Intermediary to transfer any Collateral from the Collateral Account to the Fund.  The Advisor acknowledges that in the event the Collateral available in the Collateral Account is insufficient to cover the full cost of any Fund Reimbursement Payment or Liquidation Expenses, the Fund shall retain the right to receive from the Advisor any costs in excess of the value of the Collateral.   


6. Control Agreement; Appointment of Attorney-in-Fact .  The Advisor agrees to execute and deliver to the Board, in form and substance satisfactory to the Board, a Control Agreement by, between and among the Trust, the Advisor and the Securities Intermediary (the “Control Agreement”) pursuant to and consistent with Section 8-106(c) of the New York Uniform Commercial Code, which shall terminate when the Collateral Account is no longer required under this Agreement.  Without limiting the foregoing, for so long as the Collateral Account in required under the Agreement,  the Advisor hereby irrevocably constitutes and appoints the Trust, through any officer thereof, with full power of substitution, as Advisor's true and lawful Attorney-in-Fact, with full irrevocable power and authority in place and stead of the Advisor and in the name of the Advisor or in the Trust's own name, from time to time, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate actions and to execute and deliver any and all documents and instruments which the Board deems necessary to accomplish the purpose of this Agreement, which power of attorney is coupled with an interest and shall be irrevocable.  Without limiting the generality of the foregoing, the Trust shall have the right and power following any Collateral Event to receive, endorse and collect all checks and other orders for the payment of money made payable to the Advisor representing any interest payment, dividend, or other distribution payable in respect of or to the Collateral, or any part thereof, and to give full discharge for the same.  So long as a Collateral Event has occurred and is continuing, the Board, in its discretion, may direct the Advisor or Advisor's agent to transfer the Collateral in certificated or uncertificated form into the name and account of the Trust or its designee.  


7. Covenants .  So long as this Agreement shall remain in effect, the Advisor represents and covenants as follows:


(a)

No later than 120 days after the Fund becomes operational, the Advisor shall invest at least $30,000 in the Collateral Account, unless Fund assets have reached $15 million by that time (in which case no Collateral Account is required until Fund assets fall below $15 million for more than 30 days).  Once the Collateral Account is established: (i) the Advisor will maintain at least $30,000 in said account, such that additional amounts will be deposited by the Advisor where Fund outflows or negative Fund performance reduce the Collateral Account below $30,000 for a period of more than thirty days; (ii) when the Fund reaches $15 million or more in net assets, the Advisor may withdraw all assets from said account, less the minimum amount required to maintain the account open; and (iii) the Advisor hereby agrees to deposit and maintain $30,000 in the Collateral Account within 30 days of Fund assets falling below $15 million, where assets have not risen above $15 million at the end of that 30-day period.   The Collateral Account may be closed completely upon Fund assets reaching $25 million.


(b)

To the fullest extent permitted by law, the Advisor agrees not to challenge any action taken by the Board or the Trust in executing the terms of this Agreement; provided that the action does not constitute willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties of the Board under this Agreement, the Advisory Agreement, or to Fund shareholders.   


(c)

The Trust will not issue entitlement orders, redeem or otherwise take any action with respect to the Collateral or Collateral Account unless a Collateral Event (defined above under Section 5 of this Agreement) has occurred or is continuing.


8. Term . This Agreement shall become effective on the date first above written and shall remain in effect until at least January 31, 2014, unless sooner terminated as provided in Paragraph 9 of this Agreement, and shall continue in effect for successive twelve-month periods provided that such continuance is specifically approved at least annually by a majority of the Trustees of the Trust.


9. Termination . This Agreement may be terminated at any time, and without payment of any penalty, by the Board, on behalf of the Fund, upon sixty (60) days’ written notice to the Advisor. This Agreement may not be terminated by the Advisor without the consent of the Board.  This Agreement and the Control Agreement will automatically terminate, with respect to the Fund listed in Appendix A if the Advisory Agreement for the Fund is terminated and the Fund continues to operate under the management of a new investment adviser, with such termination effective upon the effective date of the Advisory Agreement’s termination for the Fund.


10. Assignment . This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.


11. Severability . If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby.


12. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the Investment Company Act of 1940, as amended, and the Investment Advisers Act of 1940, as amended, and any rules and regulations promulgated thereunder.





(Signature Page follows)



IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed and attested by their duly authorized officers, all on the day and year first above written.



NORTHERN LIGHTS FUND TRUST III

Persimmon Capital Management, LP

on behalf of Persimmon Long/Short Fund

 

 

 


By: /s/ Andrew Rogers __________

By: /s/ Gregory S. Horn ____________

Name: Andrew Rogers

Name: Gregory S. Horn

Title: President

Title: President and Managing Partner





 

 

 

-  -



Appendix A


Fund

Operating Expense Limit

 

 

Persimmon Long/Short Fund

 

    Class A Shares

3.24%

    Class C Shares

2.99%

    Class I Shares

3.99%







 

 

 

- -


[LEGALOPINION004.GIF]



December 17, 2012

Northern Lights Fund Trust III

4020 South 147th Street

Omaha, NE 68137


Gentlemen:

This letter is in response to your request for our opinion in connection with the filing of Post-Effective Amendment No. 23 to the Registration Statement, File Nos. 333-178833 and 811-22655 (the "Registration Statement"), of Northern Lights Fund Trust III (the “Trust”).

We have examined a copy of the Trust’s Agreement and Declaration of Trust, the Trust’s By-laws, the Trust’s record of the various actions by the Trustees thereof, and all such agreements, certificates of public officials, certificates of officers and representatives of the Trust and others, and such other documents, papers, statutes and authorities as we deem necessary to form the basis of the opinion hereinafter expressed.  We have assumed the genuineness of the signatures and the conformity to original documents of the copies of such documents supplied to us as copies thereof.

Based upon the foregoing, we are of the opinion that, after Post-Effective Amendment No. 23 is effective for purposes of applicable federal and state securities laws, the shares of each fund listed on the attached Exhibit A (the “Funds”), if issued in accordance with the then current Prospectus and Statement of Additional Information of the applicable Fund, will be legally issued, fully paid and non-assessable.

The opinions expressed herein are limited to matters of Delaware statutory trust law and United States Federal law as such laws exist today; we express no opinion as to the effect of any applicable law of any other jurisdiction.  We assume no obligation to update or supplement our opinion to reflect any facts or circumstances that may hereafter come to our attention, or changes in law that may hereafter occur.  

We hereby give you our permission to file this opinion with the Securities and Exchange Commission as an exhibit to Post-Effective Amendment No. 23 to the Registration Statement.  This opinion may not be filed with any subsequent amendment, or incorporated by reference into a subsequent amendment, without our prior written consent.  This opinion is prepared for the Trust and its shareholders, and may not be relied upon by any other person or organization without our prior written approval.

Very truly yours,

/s/ THOMPSON HINE LLP

THOMPSON HINE LLP

JMS/MVW


710719.3




[LEGALOPINION006.GIF]




EXHIBIT A


1

The Lifetime Achievement Fund

2

Swan Defined Risk Fund

3

Taylor Xplor Managed Futures Strategy Fund

4

River Rock IV Fund

5

Footprints Discover Value Fund

6

GL Macro Performance Fund

7

Persimmon Long/Short Fund







[LEGALOPINION005.GIF]

DISTRIBUTION AND SHAREHOLDER SERVICING PLAN

PURSUANT TO RULE 12B-1

UNDER THE INVESTMENT COMPANY ACT OF 1940


NORTHERN LIGHTS FUND TRUST III

On behalf of its series

Persimmon Long/Short Fund


DISTRIBUTION AND SHAREHOLDER SERVICING PLAN (this "Plan") made as of November 29, 2012 by and between Northern Lights Fund Trust III (the "Trust") on behalf of its separate series, PERSIMMON LONG/SHORT FUND, (the “Fund”) and the distributor for the Fund, Northern Lights Distributors, LLC (the “DISTRIBUTOR”).


WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company which offers for public sale separate series of shares of beneficial interest, each corresponding to the distinct series/Funds which may be further divided into separate classes of shares (the "Shares"); and


WHEREAS, the Trust has entered into an Underwriting Agreement (the "Underwriting Agreement") with DISTRIBUTOR pursuant to which DISTRIBUTOR has agreed to serve as the distributor of the Shares of the Fund; and


WHEREAS, the Trust desires to adopt this Plan pursuant to Rule 12b-1 under the 1940 Act  on behalf of the Fund, and the Trust's Board of Trustees (the "Board"), including those Board members who are not “interested persons” of the Trust and have no direct or indirect financial interest in the operation of this Plan or any agreements related thereto (“Independent Trustees”), has determined that there is a reasonable likelihood that adoption of this Plan will benefit the Fund and its shareholders; and


WHEREAS, DISTRIBUTOR desires to serve as distributor of the Shares and to provide, or arrange for the provision of services pursuant to the Plan and the Trust, with respect to the Fund, will pay a fee to DISTRIBUTOR in connection with the distribution and servicing of Fund Shares.


NOW THEREFORE, the parties agree as follows:


1.  A. The Fund is authorized to pay to DISTRIBUTOR, as compensation for DISTRIBUTOR's sales, promotional activities and/or shareholder services provided under this Plan, a combined shareholder servicing and distribution fee at the rate of 1.00% on an annualized basis of the average net assets attributable to Class C Shares of the Fund.  The Fund is authorized to pay to DISTRIBUTOR, as compensation for DISTRIBUTOR's sales, promotional activities and/or shareholder services provided under this Plan, a combined shareholder servicing and distribution fee at the rate of 0.25% on an annualized basis of the average net assets attributable to Class A Shares and Class N Shares of the Fund.  Such fees are to be paid by the Fund monthly, or at such other intervals as the Board shall determine. Such fees shall be based upon the Fund’s average daily net assets during the preceding month, and shall be calculated and accrued daily. DISTRIBUTOR shall use such fee, among other things, to make the payments contemplated by Paragraph 2(B) below and to pay interest and principal where such payments have been financed.  


B. The Fund may pay fees to DISTRIBUTOR at a lesser rate than the fees specified in Paragraph 1.A. of this Plan as agreed upon by the Board and DISTRIBUTOR and as approved in the manner specified in clauses (a) and (b) of Paragraph 3 of this Plan.


2.  A. The Trust hereby authorizes DISTRIBUTOR to enter into agreements with certain securities dealers or brokers, administrators and others ("Recipients") to provide compensation to such Recipients based on the net asset value of shares of the Fund held by clients or customers of that Recipient, for activities and services of the type referred to in Paragraph (B) of this Paragraph 2.  DISTRIBUTOR may also make payments to the investment adviser of the Fund for reimbursement of marketing related expenses and/or compensation for administrative assistance.


B. DISTRIBUTOR shall provide, or arrange for Recipients with which DISTRIBUTOR has entered into agreements to provide, distribution and/or shareholder services. The services may include assistance in the offering and sale of shares of the Fund and in other aspects of the marketing of the shares to clients or prospective clients of the respective Recipients including any advertising or marketing services provided by or arranged by DISTRIBUTOR with respect to the Fund, and the provision of personal services to shareholders.


3.  This Plan shall not take effect with respect to the Fund unless it has been approved, together with any related agreements, by a majority vote, cast in person at a meeting (or meetings) called for the purpose of voting on such approval, of: (a) the Board; and (b) the Independent Trustees.


4.  This Plan may continue in full force and effect with respect to the Fund for so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in clauses (a) and (b) of Paragraph 3.   


5.  DISTRIBUTOR shall provide to the Board and the Board shall review, at least quarterly, a written report of the amounts expended with respect to the Fund by DISTRIBUTOR under this Plan and the purposes for which such expenditures were made.


6.  The Trust or the Fund may terminate this Plan at any time, without the payment of any penalty, by vote of the Board, by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding voting securities of the Fund. DISTRIBUTOR may terminate this Plan with respect to the Trust or the Fund, without payment of penalty, upon sixty (60) days written notice to the Trust or the Fund. Notwithstanding the foregoing, this Plan shall terminate automatically in the event of its assignment.


7.  This Plan may not be amended to increase materially the amount of fees to be paid by the Fund unless such amendment is approved by a vote of a majority of the outstanding shares of the Fund, and no material amendment to the other provisions of this Plan shall be made unless approved in the manner provided for approval and annual renewal in clauses (a) and (b) of Paragraph 3 hereof.


8.  The amount of fees payable by the Fund to DISTRIBUTOR under this Plan and the amounts received by DISTRIBUTOR under the Underwriting Agreement may be greater or lesser than the expenses actually incurred by DISTRIBUTOR on behalf of the Fund in serving as distributor of the Shares. The distribution and shareholder servicing fees with respect to the Fund will be payable by the Fund to DISTRIBUTOR until either this Plan or the Underwriting Agreement is terminated or not renewed with respect to the Shares of the Fund.


9.  While this Plan is in effect, the selection and nomination of the Independent Trustees shall be made solely at the discretion of the Independent Trustees.


10. As used in this Plan, the terms "majority of the outstanding voting securities," "assignment" and "interested person" shall have the same meanings as those terms have in the 1940 Act.


11. The Trust shall preserve copies of this Plan (including any amendments thereto) and any related agreements and all reports made pursuant to Paragraph 5 hereof for a period of not less than six years from the date thereof, the first two years in an easily accessible place.


12. The Trustees of the Trust and the shareholders of the Fund shall not be liable for any obligations of the Trust or the Fund under this Plan, and DISTRIBUTOR or any other person, in asserting any rights or claims under this Plan, shall look only to the assets and property of the Trust or the Fund in settlement of any such right or claim, and not to such Trustees or shareholders.


IN WITNESS WHEREOF, the Trust and DISTRIBUTOR have made this Plan effective as of the date first set forth above.


NORTHERN LIGHTS FUND TRUST III

On behalf of its separate series

PERSIMMON LONG/SHORT FUND



Attest:  /s/ James P. Ash                                  

By: /s/ Andrew Rogers

James P. Ash

                 Andrew Rogers

            Secretary

  President


NORTHERN LIGHTS DISTRIBUTORS, LLC

As Distributor


Attest:  /s/ Mike Nielsen                                          

By: /s/ Brian Nielsen

Mike Nielsen

      

      

      Brian Nielsen

            Chief Compliance Officer

  President





NORTHERN LIGHTS FUND TRUST III

AMENDED AND RESTATED

RULE 18f-3 MULTIPLE CLASS PLAN


This Multiple Class Plan (the “Plan”) is adopted in accordance with Rule 18f-3 (the “Rule”) under the Investment Company Act of 1940, as amended (the “Act”), by Northern Lights Fund Trust III (the “Trust”) on behalf of each series of the Trust that has multiple classes of shares (each a “Fund”).  A majority of the Trustees, including a majority of the Trustees who are not interested persons of the Trust (as defined in the Act), having determined that the Plan is in the best interests of the shareholders of each class of each Fund and the shareholders of the Trust as a whole, have approved the Plan.


The provisions of the Plan are:


1.

General Description of Classes.  Each class of shares of a Fund shall represent interests in the same portfolio of investments of such Fund, shall have no exchange privileges or conversion features within that Fund unless an exchange or conversion feature is described in the Fund’s Prospectus, and shall be identical in all respects, except that, as provided for in such Fund’s Prospectus, each class shall differ with respect to:  (i) Rule 12b-1 Plans that may be adopted with respect to the class; (ii) distribution and related services and expenses; (iii) differences relating to sales loads, purchase minimums, eligible investors and exchange privileges; and (iv) the designation of each class of shares.  The classes of shares designated by each Fund are set forth in Exhibit A .

 

2.

Allocation of Income and Class Expenses.


a.

Each class of shares shall have the same rights, preferences, voting powers, restrictions and limitations, except as follows:

(i)

expenses related to the distribution of a class of shares or to the services provided to shareholders of a class of shares shall be borne solely by such class;

(ii)

the following expenses attributable to the shares of a particular class  will be borne solely by the class to which they are attributable:

(a)

asset-based distribution, account maintenance and shareholder service fees;

(b)

extraordinary non-recurring expenses including litigation and other legal expenses relating to a particular class; and

(c)

such other expenses as the Trustees determine were incurred by a specific class and are appropriately paid by that class.

(iii)

Income, realized and unrealized capital gains and losses, and expenses that are not allocated to a specific class pursuant to this Section , shall be allocated to each class of a Fund on the basis of the net asset value of that class in relation to the net asset value of the Fund.

b.

Investment advisory fees, custodial fees, and other expenses relating to the management of a Fund’s assets shall not be allocated on a class-specific basis.

 

3.

Voting Rights.  Each class of shares will have exclusive voting rights with respect to matters that exclusively affect such class and separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class.

4.

Exchanges.  Shares of a Fund may be exchanged without payment of any exchange fee for shares of another Fund of the same class at their respective net asset values, provided said Funds are advised by the same adviser.  

5.

Class Designation.  Subject to the approval by the Trustees of the Trust, each Fund may alter the nomenclature for the designations of one or more of its classes of shares.

6.

Additional Information.  This Plan is qualified by and subject to the terms of each Fund’s then current Prospectus for the applicable class of shares of the Fund; provided, however, that none of the terms set forth in any such Prospectus shall be inconsistent with the terms of this Plan.  Each Fund’s Prospectus contains additional information about each class of shares of such Fund and any multiple class structure of such Fund.

7.

Effective Date.  This Plan is effective on May 30, 2012, provided that this Plan shall not become effective with respect to a Fund or a class of shares of a Fund unless first approved by a majority of the Trustees, including a majority of the Trustees who are not interested persons of the Trust (as defined in the Act).  This Plan may be terminated or amended at any time with respect to a Fund or a class of shares thereof by a majority of the Trustees, including a majority of the Trustees who are not interested persons of the Trust (as defined in the Act).

8.

Miscellaneous.  Any reference in this Plan to information in a Fund’s Prospectus shall mean information in such Fund’s Prospectus, as the same may be amended or supplemented from time to time, or in such Fund’s Statement of Additional Information, as the same may be amended or supplemented from time to time.







APPENDIX A


Funds and Classes as of May 30, 2012


Fund / Fund Family

Share Classes

Share Class Features (1)

12b-1 Plan (2)

Front-End Sales Charge (3)

Contingent Deferred Sales Charge (3)

SWAN DEFINED RISK FUND

A

ü

ü

 

C

ü

 

 

I

 

 

 

No-Load

ü

 

 

TAYLOR XPLOR MANAGED FUTURES STRATEGY FUND

A

ü

ü

ü

C

ü

 

 

I

 

 

 

(1) The features and expenses of each share class are described in further detail in the respective Fund’s Prospectus.

(2) The distribution and shareholder servicing expenses of a share class are provided for in the Fund’s respective 12b-1 Plan.

(3) The sales charges associated with a share class are described further in the respective Fund’s Prospectus.

* Fund or share class has not commenced operations as of the date listed below.  



IN WITNESS WHEREOF, the Trust has executed this amended Multi-Class Plan as of the 30 th day of May, 2012.  



NORTHERN LIGHTS FUND TRUST III


By:  

      Andrew Rogers, President








[CODEOFETHICSAUGUST2012002.GIF]










Persimmon Capital Management, LP










Code of Ethics

revised August 28, 2012










This Code contains confidential information and is for internal use only .  While this copy of the Code has been issued to you as an employee of the Company, it remains Company property and must be returned at the termination of your employment.


TABLE OF CONTENTS



I.

Introduction .................................................................................................................... i

II.

Statement of Ethical Principles ...................................................................................... 2

III.

Standards of Business Conduct....................................................................................... 2

IV.

Prohibited Activities .......................................................................................................3

V.

Exempted Transactions .................................................................................................. 4

VI.

Compliance Procedures ................................................................................................. 4

VII.

Review and Disclosure .................................................................................................. 6

VIII.

Sanctions ........................................................................................................................ 6

IX.

Definitions...................................................................................................................... 6

X.

Employee Acknowledgement Form (Employee Copy) .................................................. 9

XI.

Employee Acknowledgement Form (Compliance Copy) ............................................ 10




i


I.  Introduction

The purpose of Persimmon’s Code of Ethics is to set the tone for the conduct and professionalism of the Firm’s employees.  The ethical culture of Persimmon (the Firm) is of critical importance and is supported at the highest levels of the organization.  In order to provide as much clarity as possible, key terms are defined in Section VIII of the Code.


Persimmon includes all employees in its definition of “Access Person.”  Therefore, it is important that everyone reads, understands, and abides by this Code of Ethics in all aspects of their employment with the Firm.   Violations of the Code are taken very seriously.  Sanctions including monetary fines, censure, and termination are all possible. It is your responsibility, as an employee of this Firm, to uphold the policies enumerated below.


Persimmon recognizes its need to respond flexibly to dynamic business needs and circumstances. Accordingly, the Firm reserves the right to revoke, modify, interpret, and apply its guidelines, policies or procedures at its sole discretion, and without prior notice. This Code is not intended to be a contract or legally binding agreement, nor does it promise specific treatment  in specific situations.  For more information  about the Code,  please consult the CCO.




II. Statement of Ethical Principles

These principles apply to all Persimmon employees in their management and administration of client assets.  At all times, Firm employees must understand that:


1.   They have a duty to place the interests of the clients first;

2.   Personal securities transactions must be conducted consistent with this Code of

Ethics in a manner that avoids any actual or potential conflict of interest;

3.   They must never take inappropriate advantage of their positions;

4.   All information concerning the identity of clients, their security holdings, and their financial circumstances is strictly confidential; and

5.   At all times, the interests of clients must be paramount.



III.    Standards of Business Conduct

Access Persons must comply with applicable Federal Securities Laws.  Access Persons are not permitted, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a client:


1.   To defraud such client in any manner;

2.   To mislead such client, including by making a statement that omits material facts;

3.   To engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon such client;

4.   To engage in any manipulative practice with respect to such client; or

5.   To engage in any manipulative practice with respect to securities, including price manipulation.



IV.

Prohibited Activities

1)   IPO Rule: No Access Person may conduct personal securities transactions in an Initial Public Offering, except with the prior approval of the CCO.   No Access Person registered with the NASD may participate in any IPO in their account or in any account in which they have beneficial ownership under any circumstances. Pre-approvals do not preclude the additional requirement of reporting of transactions and holdings.


2) Private Placement Rule: No Access Person may conduct personal securities transactions in a Private Placement or limited offering (such as a hedge fund) unless  the  CCO  has  approved  such  purchase  or  sale.    Pre-approvals  do  not preclude the additional requirement of reporting of transactions and holdings.


3)   Insider Trading Rule: No Access Person may trade, either personally or on behalf of others, on material nonpublic information or communicating material nonpublic information to others in violation of the law.  No Access Person shall divulge or act upon any material, non-public information as such term is defined under relevant Federal Securities Laws.


4)   De Minimis Gifts Rule: No Access Person shall annually accept any gift or other item of more than $100 in value from any person or entity that does business with or on behalf of the Firm.


5)   Political and Charitable Contributions Rule: No Access Person may make any political contribution without the prior approval of the CCO.   All registered employees must make prompt written reports of any political contributions, even after receiving approval.  In addition, all Access Persons are prohibited from considering the Firm’s current or anticipated business relationships as a factor in soliciting political or charitable donations.


6)   Outside Activities Rule: No Access Person shall serve on the board of directors of a publicly traded company without prior authorization from the CCO of the Firm.  If board service is authorized, such Access Person shall have no role in making investment decisions with respect to the publicly traded company. Full- time Access Persons are not permitted to accept outside employment or accept payment for services rendered to others, even though such employment or the services rendered may be permissible or desirable, without the prior consent of the CCO. In addition, Access Persons may not personally accept an appointment to act as an administrator, executor, guardian, trustee, or to act in any other fiduciary capacity, except when acting in such capacity for a person related to the Access Person by blood or marriage, without the approval of the CCO. Where such duties are accepted for a relative or approval is obtained, the Firm and the law demand the highest standards of good faith in discharging such duties.

V. Exempted Transactions

The prohibitions of Section IV of this Code shall not apply to:


1)  Purchases or sales effected in any account over which the Access Person has no direct or indirect influence, control, or beneficial ownership in the reasonable estimation of the CCO.


2)  Purchases or sales effected in a Managed Account of the Firm which is run in strict accordance with a model portfolio of the Firm.


3)  Purchases or sales of securities (1) not eligible for purchase or sale by the clients; or (2) specified from time to time by the CCO, subject to such rules, if any, as the CCO shall specify.


4)  Purchases or sales that are non-volitional on the part of either the Access Person or clients.


5)  Purchases of shares necessary to establish an automatic dividend reinvestment plan or pursuant to an automatic dividend reinvestment plan, and subsequent sales of such securities.


6)  Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.


7)  Purchase  or  sale  of  securities  issued  under  an  employee  stock  purchase  or incentive program unless otherwise restricted.



VI.

Compliance Procedures

1)  The Firm must maintain and enforce this Code.   The authority is vested in the

CCO.


2)  This  Code  and  any  subsequent  amendments  will  be  provided  to  all  Access Persons.   Acknowledgement of the receipt of the Code and any amendments is required .


3)   Transaction Reports: All Access Persons must submit to the CCO transaction reports covering all transactions in reportable securities in personal and beneficial ownership accounts.  These reports must be received no later than 30 days after the end of each calendar quarter.  A report stating “None” must be received when no activity has occurred within the quarter or when the Firm is receiving a complete set of duplicate confirmations.


The report must include: (i) the date of the transaction, the title and exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable),

security involved; (ii) the nature of the transaction (purchase or sale); (iii) the price of the security at which the transaction was effected; (iv) the name of the broker, dealer, or bank with or through which the transaction was effected; and (v) the date the report is submitted.


The Access Person directing their brokers to supply to the CCO, at the same time that they are sent to the Access Person, a copy of the confirmation for each personal securities transaction in any reportable securities, will meet this requirement.


The CCO will evidence his review of such transaction reports by initialing same prior to the reports being scanned.


4)   Holdings Reports:    All Access Persons must submit to the CCO a complete report of all reportable securities holdings in personal and beneficial ownership accounts within 10 days of becoming an Access Person and annually by July 31 st , thereafter.  The information supplied must be current as of a date no more than 45 days before the person became an Access Person or before the report is submitted

in the case of annual holdings reports.


The  report  must  include:  (i)  the  title  and  exchange  ticker  symbol  or  CUSIP number, type of security, the number of shares and the principal amount (if applicable) of each  reportable security involved; (ii) the name of the broker, dealer, or bank with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or beneficial ownership; and (iii) the date the report is submitted.


Except for the initial report, the Access Person directing their brokers to supply to the CCO, at the same time that they are sent to the Access Person, a copy of the statement for each personal and beneficial ownership account, will meet this requirement.  Copies of brokerage statements less than 45 days old will satisfy the requirement for new Access Persons.


5)   Gift and Entertainment Reports: Persimmon policy stipulates that no employee will, directly or indirectly, give or permit to be given anything of value, including gratuities,  in  excess  of  $100  annually  (calendar  year  basis)  to  any  person, principal, proprietor, employee, agent or representative of another person where such payment or gratuity is in relation to the business of the employer of the recipient of the payment or gratuity. Examples of gifts include but are not limited to gift certificates, event tickets, gift baskets, golf shirts, etc.


Employees  are  prohibited  from  accepting  any  gift  in  excess  of  $300  annually (calendar year basis) per giver (either person or entity). Exceptions to this policy must be approved in writing by the CCO. Questions about the receipt or offer of a gift should be referred to the CCO.

proprietor, employee or agent or representative of another person, this is not considered a gift but is considered entertainment. Business entertainment is permissible only on an occasional basis and cannot be lavish, frequent or so extensive as to raise any question of propriety and cannot be preconditioned on specific performance or business targets.  All giving and receipt of gifts and entertainment of any value must be reported to the CCO at the time of giving or receiving such gift or entertainment.


6)   Violation Reports: Any Access Person shall immediately report any potential violation of this Code of which he becomes aware to the CCO.  Access Persons will not be subjected to any form of retaliation for reporting legitimate suspected abuses. A record of any violation of the Code and any action taken as a result of such violation shall be maintained for a period of five years.



VII.   Review and Disclosure


The CCO will review all Access Person reports under the Code, including personal securities transactions and holdings for compliance with the Firm’s policies, including the Insider Trading policy, regulatory requirements, and the Firm’s fiduciary duty to its investors.  A senior principal of the Firm reviews all accounts, holdings and transactions submitted by the CCO, as self-review is not permissible.


Permission is required to retain copies of this Code and the records and reports which relate to the Code. The Firm is also required to summarize this Code in Part 2A of Form ADV and, upon request, to furnish clients with a copy of the Code.



VIII. Sanctions

Upon discovering a violation of this Code, the Firm, in addition to any remedial action already taken by the CCO, may impose such sanctions as it deems appropriate, including a letter of censure or suspension or termination of employment, or suspension of personal trading privileges for such period as it may deem appropriate.


IX.

Definitions

 

1)

“CCO”  means  the  Chief  Compliance  Officer  or  his  designee. currently Gregory S. Horn.

The  CCO  is


2)


“Access Person” means any employee of the Firm.

 


3)  “Federal Securities Laws” include, but are not limited to, the Investment Advisers Act of 1940; Investment Company Act of 1940; Securities Exchange Act of 1934; Securities Act of 1933; Securities Investor Protection Act of 1940; ERISA; anti- money laundering regulations; and Regulation S-P.


4)  “Security” shall have the meaning set forth in Section 2(a)(36) of the Investment

Company Act, as amended, including, but not limited to, stocks, bonds, options,

private investment funds, hedge funds, and investment clubs.


“Security” does not include direct obligations of the United States Government; bankers’ acceptances, bank certificates of deposit, commercial paper, high quality short-term debt obligations including repurchase agreements; shares issued by money market funds; shares of open-end mutual funds; and shares issued by unit investment trusts that are invested exclusively in one or more open-end funds.


5)  “Reportable security” shall have the same meaning as “Security” except that it includes shares of open-end mutual funds that are advised by the Firm or its affiliates; and shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, any of which are funds advised by the Firm or its affiliates.


6)  “Purchase or sale of a security” includes inter alia , the writing of an option or the purchase or sale of a security that is exchangeable for or convertible into, a security that is held or to be acquired by a client.


7)  A security is “being considered for purchase or sale” when a recommendation to purchase or sell a security has been made and communicated and, with respect to the employee making the recommendation, when such person seriously considers making such a recommendation.


8)  “Beneficial ownership” shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder.


According to Section 16a-1(a)(2) under the Securities Exchange Act of 1934, the term beneficial owner shall mean any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the equity securities, subject to the following:


i)

The term pecuniary interest in any class of equity securities shall mean the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities.

ii)  The term indirect pecuniary interest in any class of equity securities shall include, but not be limited to:

a.   Securities held by members of a person’s immediate family sharing the same household; provided, however, that the presumption of such beneficial ownership may be rebutted; see also Rule 16a-1(a)(4);

b.   A general partner’s proportionate interest in the portfolio securities held by a general or limited partnership. The general partner’s proportionate interest, as evidenced by the partnership agreement in effect at the time of the transaction and the partnership’s most recent financial statements, shall be the greater of:

i.   The general partner’s share of the partnership’s profits, including profits attributed to any limited partnership interests held by the general partner and any other interests in profits that arise from the purchase and sale of the partnership’s portfolio securities; or

ii.   The general partner’s share of the partnership capital account, including the share attributable to any limited partnership interest held by the general partner.

c.   A performance-related fee, other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function; provided, however, that no pecuniary interest shall be present where:

i.   The performance-related fee, regardless of when payable, is calculated based upon net capital gains and/or net capital appreciation generated from the portfolio or from the fiduciary’s overall performance over a period of one year or more; and

ii.   Equity securities of the issuer do not account for more than ten percent of the market value of the portfolio. A right to a nonperformance-related fee alone shall not represent a pecuniary interest in the securities;

d.   A person’s right to dividends that is separated or separable from the underlying securities. Otherwise, a right to dividends alone shall not represent a pecuniary interest in the securities;

e.   A person’s interest in securities held by a trust, as specified in Rule 16a-

8(b); and

f.

A person’s right to acquire equity securities through the exercise or conversion of any derivative security, whether or not presently exercisable.

iii) A shareholder shall not be deemed to have a pecuniary interest in the portfolio securities held by a corporation or similar entity in which the person owns securities if the shareholder is not a controlling shareholder of the entity and does not have or share investment control over the entity’s portfolio.


9)  “Personal securities transaction” means the purchase or sale of a security in a personal securities account or in an account in which the Access Person has direct or indirect influence, control, or beneficial ownership.


10) “Initial Public Offering” means a public sale of an issue not previously offered to the public.


11) “Private Placement” shall have the same meaning as that set forth in Section 4(2)

of the Securities Exchange Act.


12) “Control” shall have the same meaning as that set forth in Section 2(a)(9) of the

Investment Company Act, as amended.



X. Employee Acknowledgement Form (Employee Copy)

The Code of Ethics describes important information about Persimmon, and I understand that I should consult the Chief Compliance Officer regarding any questions not answered in the Code.


Since the information, policies and procedures described herein are subject to change at any time, I acknowledge that revisions to the Code may occur. All such changes will be communicated through official notices, and I understand that revised information may supersede, modify or eliminate existing policies. Only the Chief Executive Officer and/or the Chief Compliance Officer of Persimmon have the authority to adopt any revisions to the policies in this Code.


Furthermore, I acknowledge that I have received the Code, and I understand that it is my responsibility to read and comply with the policies and procedures contained herein and any revisions made to them.





EMPLOYEE SIGNATURE

DATE




EMPLOYEE NAME   (PRINT)



Sign this page and keep it with the Code for your reference.





XI.     Employee Acknowledgement Form (Compliance Copy)

The Code of Ethics describes important information about Persimmon, and I understand that I should consult the Chief Compliance Officer regarding any questions not answered in the Code.


Since the information, policies and procedures described herein are subject to change at any time, I acknowledge that revisions to the Code may occur. All such changes will be communicated through official notices, and I understand that revised information may supersede, modify or eliminate existing policies. Only the Chief Executive Officer and/or the Chief Compliance Officer of Persimmon have the authority to adopt any revisions to the policies in this Code.


Furthermore, I acknowledge that I have received the Code, and I understand that it is my responsibility to read and comply with the policies and procedures contained herein and any revisions made to them.





EMPLOYEE SIGNATURE

DATE




EMPLOYEE NAME   (PRINT)





CAERUS GLOBAL

 INVESTORS


CODE OF ETHICS




Effective: May 20, 2011





MESSAGE FROM WARD DAVIS AND BRIAN AGNEW


Caerus’s continued success will continue to be built on our ability to fulfill our legal, business and ethical commitments and to abide by a consistent set of values and standards.  Caerus’s Code of Ethics (the “Code”) expresses the standards of integrity, honesty, judgment and business practice that support Caerus’s own unique set of values.  The Code also helps guide us in complying with the laws, regulations rules and ethical standards that govern our business practices and activities.  The Code and Caerus’s policies and procedures as set forth in its Compliance Manual are intended to serve as a basis for ethical decision-making in the conduct of all professional work.


As a condition of employment or other affiliation with Caerus, every employee is expected to comply with this Code and will be held strictly accountable if he or she fails to do so.  Any violation of this Code by an employee, or any employee conduct that violates any Caerus policy or procedure or any law, rule, regulation, or ethical or professional norm, shall subject the employee to disciplinary action, up to and including termination of employment.  Employees are also expected to cooperate fully and openly with any company audits or investigations (whether conducted by Caerus personnel or designated, authorized third parties) and to answer all questions fully and truthfully.  It is a violation of company policy to intimidate, harass, threaten, coerce, harm, discipline, discharge or otherwise retaliate against any employee who reports any actual or suspected illegal or unethical conduct.  However, an employee who knowingly makes a false report, knowingly brings or asserts false allegations or accusations, knowingly provides false information or knowingly files a false complaint may be subject to disciplinary action, up to and including termination of employment.  


Caerus employees, officers and directors are expected and required to perform their Caerus assignments, tasks, functions, duties and responsibilities consistent with the standards of conduct and ethics, the policies, the procedures, the requirements, the rules and the business practices embodied within this Code.  The Code guides our day-to-day actions and provides us with a set of unifying principles that help us maintain our high standards of business conduct, honesty, ethics and integrity.


The Code cannot cover every situation that arises in connection with Caerus’s business, operations and/or related activities.  When choices and decisions must be made, sound judgment always must be exercised.  When in doubt about any action, event, situation, occurrence or circumstance or any decision to be made, ask for help and use the Code of Ethics as a guide and a starting point to make the right choices and take the right actions in conducting Caerus business.  If you ever have reason to believe that a legal or ethical violation has occurred, you must report it to the Chief Compliance Officer.  Our policies forbid any form of retaliation against you for fulfilling this obligation.  Compliance with the Code, other company policies and procedures and the laws, rules, regulations and ethical and professional norms applicable to our business must be a priority for each of us.  I expect all of us to foster a culture in which ethical conduct is recognized and valued.  Anything less is unacceptable.



Ward Davis

Founder and Portfolio Manager


Brian Agnew

Managing Partner and Portfolio Manager



Introduction

Certain rules under the Investment Advisors Act of 1940 (“IAA”) and the Investment Company Act of 1940 (“ICA”) require Caerus Global Investors (“Caerus” or the “Company”) to maintain this Code of Ethics (the “Code”). The Code requires that each employee of the Company (individually, an “Access Person”, collectively, “Access Persons”) deal with the Company’s clients fairly and equitably, maintain a standard of business conduct consistent with the Company’s fiduciary obligations to its clients and comply with all applicable federal securities laws. The requirements of the Code are intended to create safeguards to ensure that the Company’s and its Access Persons’ duties regarding clients are being fulfilled and to address potential conflicts of interest that may arise when Access Persons maintain Beneficial Ownership in Covered Securities. See Sections II.A.2. and II.A.4. for definitions of Beneficial Ownership and Covered Securities. To further ensure our fiduciary obligations, the Code also imposes certain restrictions on transactions in which Access Persons directly or indirectly acquire or dispose of Beneficial Ownership in Covered Securities. It also restricts transactions in which an Access Person transacts on behalf of the funds and managed accounts (collectively “the Funds”) for which Caerus provides Investment Management Services or in proprietary trading portfolios held for the benefit of Caerus. These restrictions and the associated reporting requirements are discussed further in this Code.

Under the Insider Trading and Securities Fraud Enforcement Act of 1988 and Section 204A of the IAA, Caerus, as an investment adviser, has an affirmative statutory obligation to establish, maintain and enforce written policies and procedures reasonably designed, taking into consideration the nature of Caerus’s business, to prevent the misuse of material, non-public information (often called “inside information”) by Caerus or persons associated with Caerus.

Access Persons are required to report potential violations of the Code to the Company’s Chief Compliance Officer, who will disclose such information only as necessary to resolve the potential issue pursuant to the Code.

The Company will distribute a copy of the Code of Ethics to all Access Persons (i) upon commencement of their employment or engagement with Caerus, (ii) at least annually thereafter and (iii) upon amendment.  Upon distribution, Access Persons are required to acknowledge in writing the receipt of the Code and any amendments. The Code will be provided to Access Persons on an annual basis in accordance with the annual compliance calendar. The acknowledgements will be reviewed and maintained by the Chief Compliance Officer in the compliance file pursuant to the IAA’s Recordkeeping requirements.

 






I.

INSIDER TRADING


In the course of your work, you may have access to, receive or discover information which is not generally known to the public regarding Caerus’s activities, operations or plans, or the activities, operations or plans of other companies with which Caerus does business or in which Caerus invests.  You must not trade or trade in securities if you have material nonpublic information about those securities.  Each of us must follow certain steps to protect ourselves, the firm and others from the misappropriation, misuse and/or unauthorized disclosure, communication, publication or transfer of nonpublic information in the securities markets and the appearance of conflicts of interest or impropriety in handling confidential customer or client information.


Insider trading refers to the illegal practice of improperly trading securities while possessing material nonpublic information.  Under federal securities laws, it is generally illegal for any person who possesses "material nonpublic" information about a company to:


·

Buy or sell stock, options or other securities, either personally or on behalf of other persons, in that company;


·

Tell or "tip" anyone else by communicating material non-public information to them;


·

Use such inside information in an effort to achieve or acquire personal gain.


You must follow all insider trading and securities laws and all Caerus policies, procedures and work rules on securities transactions and handling confidential information. Insider trading is unethical and illegal. It will be dealt with firmly by Caerus.  Caerus employees who engage in insider trading will be subject to disciplinary action, up to and including the termination of their employment and other relationships or affiliations with Caerus. You could face civil and criminal penalties for insider trading.


A.

Material Non-Public Information


Information is “non-public” when it has not been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. For example, the following would be considered public information: (a) information found in a public filing with the SEC or a stock exchange, (b) information disseminated by the issuer or securities analysts to the investment community through written reports or public meetings, or (c) information appearing in publications or general circulation (for example, Bloomberg, Dow Jones News Service, Reuters Economic Services, The Wall Street Journal, etc.).


1)

Non-public information is deemed “material” when there is a substantial likelihood that a reasonable investor would consider it important in making a decision about buying, holding or selling a company's securities. Generally, this is information which if disclosed would have an impact on the price of a company’s securities. No simple “bright line” test exists to determine when information is material: it often relates to a company’s results and operations including, for example, dividend changes, earning results, changes in agreements, major litigation, and extraordinary management developments. Material information also may relate to the market for a company’s securities. Information about a significant order to purchase or sell securities may, in some contexts, be deemed material. Generally, “material” information is information that a reasonable investor would think is important when making.


In order to guard against the misuse of material, non-public information, Access Persons are subject to the following provisions regarding such information as well as certain Trading Restrictions as described in Section 2.B.


1.

Any Access Person that believes he or she has received information that might constitute material, non-public information with respect to any issuer must immediately notify the Chief Compliance Officer. Any uncertainty as to whether information is material and non-public must be resolved by referring the question to the Chief Compliance Officer.


2.

Access persons are strictly prohibited from providing access to material, non-public information about the Company’s securities recommendations and the Company’s Clients’ securities holdings and transactions to persons who do not need such information to perform their duties to the Company or the Company’s Clients.


3.

All Access Persons must take great care in protecting material, non-public information with respect to Caerus’s recommendation, holdings and transactions.


4.

Disclosing material, non-public information to inappropriate personnel whether for consideration or not (i.e., tipping) is strictly prohibited. Disclosing material, non-public information to family, friends or acquaintances may be grounds for immediate termination. “Material, non-public information must be disseminated on a “need to know” basis only to appropriate personnel. The Chief Compliance Officer must be consulted should a question arise as to who should be privy to material, non-public information.


5.

No Access Person should engage in a transaction in a financial instrument while in possession of material, non-public information concerning such financial instrument. This includes situations in which the Access Person directly or indirectly acquires or disposes of Beneficial Ownership or in which the Access person executes a transaction in a Client Portfolio for which Caerus provides investment management services or a proprietary trading portfolio held for the benefit of Caerus. For purposes of the Code, financial instruments or an issuer include any debt, equity or other instruments issued by the issuer as well as any derivative financial instruments on such debt, equity or other instruments issued by the issuer (for example, stock options, securities futures).


II.

PERSONAL SECURITIES TRANSACTIONS


A.

Definitions.


1.

Access Person


An Access Person is:


a.

Any Person who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by accounts managed by Caerus, or whose functions relate to making of any recommendations with respect to the purchases or sales;  


b.

Any person who obtains information concerning securities recommendations being made by the Company prior to the effective dissemination of such recommendations or of the information concerning such recommendations and is: 1) in a control relationship to the Company, 2) is an affiliated person of such controlling person, or 3) is an affiliated person of such affiliated person; or


c.

All full-time employees of the Company; all directors and officers of the Company, and holders of General Partnership interests of the Funds. With respect to part-time employees, the Chief Compliance Officer may deem such individuals to be Access Persons for the purposes of the Code depending on the nature of the individual’s responsibilities with the Company.


2.

Beneficial Ownership


For purposes of the Code, an Access Person has a Beneficial Ownership in a financial instrument or account (a) if the Access Person may stand to profit from the financial instrument or account in some way through any contract, arrangement, understanding, relationship or otherwise or (b) if the Access Person has the ability to exercise investment decision-making powers, or other influence or control, over the financial instrument or account.


3.

Client

For purposes of the Code, a Client is any person or entity to which the Company provides investment management (both discretionary and non-discretionary) advice, consultation or other services.


4.

Covered Security

Covered Security shall generally have the meaning set forth in Section 2(a)(36) of the Investment Company Act (ICA) but shall also include, for the purposes of the Code, (a) any derivative financial instrument and (b) any shares of open-end investment companies for which the Company serves as investment adviser.


Section 2(a)(36) includes the following financial instruments: any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index or securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or in general, any interest or instrument commonly known as a “security”, or a certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.


The definition of Covered Security does not include direct obligations of the government of the United States, bankers’ acceptances, bank certificates of deposit, commercial paper and shares of registered open-end investment companies for which the Company does not serve as investment adviser, or such other securities as may be excepted under the provisions of ICA Rule 17j-1 and Section 204A-1.



B.

Trading Restrictions


The following trading restrictions apply to transactions in which an Access Person directly or indirectly acquires or disposes of Beneficial Ownership in a Covered Security as well as situations in which an Access Person executes a transaction in a Client portfolio for which Caerus provides investment management services or a proprietary trading portfolio held for the benefit of Caerus.


1.

Access Persons must ensure that a contemplated transaction does not work to defraud, deceive or engage in any manipulative practice with respect to a Client.


2.

No Access Person may engage in a transaction (including directly or indirectly acquiring or disposing of Beneficial Ownership) in a financial instrument while in possession of material, non-public information concerning such financial instrument.


1.

Trading in Specific Securities


Initial public offerings or limited offerings .

Access Persons are restricted from trading in initial public offerings or limited offerings.  

Open-end investment companies for which the Company serves as the investment adviser.

Access Persons are restricted from making transactions in shares of open-end investment companies for which the Company serves as investment adviser.

 

Commodities and index based/currency based/ interest rate derivative financial instruments.

Access Persons may not trade in these securities for a period of 5 working days from the date on which the Company last transacted in the security if the security appears on the Restricted List at the time of the transaction.

Trading in stocks (defined as equity securities traded on a recognized national or international exchange, preferred stock and non-index based/currency based/interest rate derivative financial instruments).  

Access Persons may not trade in these securities for a period of 5 working days from the date on which the Company last transacted in the security if the security appears on the Restricted List at the time of the transaction.  Trades must be preapproved via e-mail by the CCO and require a 30 day holding period unless a shorter duration is approved by the CCO.

Trading in Exchange Traded Funds (ETFs).

Access Persons may freely trade in these securities but are required to report transactions in these securities.

Trading in direct obligations of the government of the United States, bankers’ acceptances, bank certificates of deposit, commercial paper and shares of registered open-end investment companies for which the company does not serve as investment adviser.

Such securities are not Covered Securities and as such Access Persons may freely trade in these securities and are not required to report transactions in such instruments under the Code.   



C.

The Restricted List


The Chief Compliance Officer will maintain and make available a list of Restricted Securities representing those securities in which the Company holds a material position. A “material position” is a position equal to or greater than 2% of the portfolio’s value on the date of the transaction.  The Restricted List will include the dates on which transactions in each security occurred.  The Restricted List must be updated no less frequently than weekly and may be updated more frequently on an “as needed” basis.


D.

Reporting Requirements


The Code imposes reporting requirements for certain financial institutions and accounts. Some reporting requirements are applicable to holdings of and transactions involving Covered Securities in which an Access Person has Beneficial Ownership. Other reporting requirements are applicable to accounts in which an Access Person may have Beneficial Ownership (but the financial instruments in the account may not fall within the definition of Covered Securities).


1.

Initial Holdings Report. An Initial holdings report shall be made not later than 10 days after a person becomes an Access Person. The information must be current as of a date no more than 45 days prior to the person becoming an Access Person.  The report shall contain the following information:


a.

The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, the principal amount or relevant indicator of quantity owned (e.g. for future contracts the relevant indicator would be the number of contracts) of each Covered Security in which the Access Person had any direct or indirect Beneficial Ownership;


b.

The name of any broker, dealer or bank with whom the Access Person maintained an account in which any financial instruments are held for the direct or indirect benefit of the Access Person; and


c.

The date the report is submitted by the Access Person.


2.

Quarterly Transaction and Account Opening Reports. A report of a new account established during a quarter shall be made no later than 30 days after the end of a calendar quarter. A monthly report of securities transactions shall be made no later than 10 days after the end of each month.The reports shall contain the following information:


a.

With respect to any transaction during the month in a Covered Security in which an Access Person had, or as a result of the transaction acquired, any direct or indirect Beneficial Ownership, the report shall contain the following:


i.

The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares and principal amount or relevant indicator of each Covered Security involved;


ii.

The nature of the transaction (i.e., purchase, sale or any other type of acquisition of disposition);

iii.

The price of the Covered Security at which the transaction was effected;


iv.

The name of the broker, dealer or bank with or through which the transaction was effected: and


v.

The date that the report is submitted by the Access Person.


a.

With respect to any account established by the Access person in which any financial instruments were held during the quarter for the direct or indirect benefit of the access Person, the report shall contain the following:


i.

The name of the broker, dealer or bank with whom the Access Person established the account;


ii.

The date the account was established; and


iii.

The date that the report was submitted by the Access Person.


3.

Annual Holdings Reports.  An annual holdings report shall be submitted not later than 30 days after the end of the year. The report shall contain the following information (which information must be current as of a date no more than 45 days before the report is submitted):


a.

The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount or relevant indicator of each Covered Security in which the Access Person has any direct or indirect beneficial Ownership;


b.

The name of the broker, dealer or bank with whom the Access Person maintained an account in which any financial instruments were held for the direct or indirect benefit of the Access Person; and


c.

The date that the report is submitted by the access Person.


Access Persons may submit copies of brokerage account statements and/or confirmations to fulfill the reporting requirements above if such statements contain all the information required in the named reports and are received within the time periods specified above.


Access Persons are reminded that they are also responsible for delivering the reports listed above with respect to Covered Securities in which they have Beneficial Ownership that are not held in brokerage accounts.


1.

Terminated Employees. On their last date of employment with Caerus, terminated employees are required to sign a statement regarding their trading activities since their last quarterly review. In cases where they are not present to sign this document, this statement will be sent by certified mail with return receipt or by overnight courier to their last known address for completion.


2.

Exemptions from Reporting Requirements.  An Access Person may not be required to deliver reports listed above with respect to Covered Securities held in accounts over which an Access Person has no direct or indirect influence or control. The Chief Compliance Officer will determine on a case-by-case basis whether an account qualifies for this exemption. In the event that an account qualifies for this exemption, such account shall be deemed to be exempt from the Reporting Requirements as well as the Trading Restrictions described in the Code.


3.

Sanctions.  Any employee who violates this personal trading policy shall be subject to disciplinary action up to and including termination. The Chief Compliance Officer shall recommend the appropriate action to the CEO following an investigation of the facts and circumstances.  



III.    

ADMINISTRATION AND OVERSIGHT


The Chief Compliance Officer shall be responsible for administering the Code and amending the Code.

The responsibilities of the Chief Compliance Officer in administering the Code include:


·

Monitoring Access Persons’ transactions in financial instruments;

·

Maintaining a list of all Access Persons;

·

Obtaining written acknowledgements required under the Code;

·

Notifying all Access Persons of their reporting obligations under the Code;

·

Reviewing all transactions and holding reports submitted by Access Persons against the Restricted List and signing off on his/her acceptance of the reports;

·

Maintaining the Restricted List described in the Code;

·

Maintaining applicable documentation of approvals granted under the Code;

·

Updating the Code as required by changes in securities laws and regulations; and

·

Distributing the Code at least annually to all Access Persons.


The Chief Compliance Officer may at any time delegate any or all of his or her duties as defined above to a member of the Company’s staff or to an external compliance consultant subject to the Chief Compliance Officer’s general supervision, provided however, that the Chief Compliance Officer retains ultimate responsibility for any duties delegated under the Code.


In regards to the monitoring of the trading activities of the Chief Compliance Officer, the Managing Partner shall review the Chief Compliance Officer’s Annual Holding and Quarterly Transaction Reports.


IV.

    REPORTING VIOLATIONS


Before making any determination that a violation has been committed by an Access Person, the Chief Compliance Officer shall give such Access Person an opportunity to supply additional information regarding the transaction in question. If the Chief Compliance Officer reasonable determines that a violation of the Code has occurred, he or she shall recommend appropriate action with respect to the Access Person which may include, but is not limited to, the issuance of a warning to the individual, disgorgement of profits from trades made in violation of the Code or termination of employment or engagement or engagement with the Company. In determining which sanction is appropriate, the Chief Compliance Officer shall consider all the facts and circumstances including, but not limited to, whether a Client was harmed, whether the individual profited or had the opportunity to profit, and the materiality of the transaction.


The Chief Compliance Officer shall at all times keep the Managing Partner informed of all known or suspected violations of the Code. The Managing Partner may determine additional sanctions for any Access Person who has violated the Code, including those sanctions described above. The Chief Compliance Officer may also report violations of the Code to regulators and other third parties as required in the normal course of business or as determined by the Chief Compliance Officer.


V .     RECORDKEEPING


All reports of securities transactions and any other information filed with the Company pursuant to the Code shall be treated as confidential subject to the reporting obligations above. However, in the following situations Caerus may, and retains the right to, disclose such information: (1) to auditors, consultants or other parties engaged by Caerus for the purpose of reviewing Caerus’s compliance with applicable regulations, laws, and/or Caerus’s own policies and procedures; (2) pursuant to a governmental or regulatory body audit or investigation; (3) pursuant to a court or administrative order, subpoena or discovery request; or (4) as otherwise required or advisable under applicable law or regulation.


The following records relating to the Code shall be maintained by the Chief Compliance Officer pursuant to recordkeeping requirements for a period of not less than five years in an appropriate office of the Company:


·

A copy of the Code and any other Code of Ethics, which is, or at any time within the past five years has been, in effect;


·

A record of any violation of the Code and any action taken as a result of such violation;


·

A record of all acknowledgements required under the Code for each person who was or is currently required to complete such acknowledgement;


·

A copy of each personal securities transaction report made pursuant to the Code by any Access Person;


·

A list of all persons who are, or within the past five years have been, required to make reports pursuant to the Code or who are, or within the past five years have been, responsible for reviewing these reports;



VI.

OUR ETHICAL DECISION-MAKING FRAMEWORK


At times there may be competing interests and tensions among our various constituencies (Limited Partners, Clients, Funds, consultants, third party business partners, employees and directors).  Yet, common to all is the desire to build trusting, open, professional, value-added relationships.


This means that we:


·

Are clear, open, truthful and honest


o

Make what you know accessible to others.  


o

Do not conceal, “cover-up” or omit material or significant information that should be disclosed;


o

Deliver bad news early, tactfully and personally; and


o

Raise concerns and problems at the earliest possible time with the appropriate persons.


·

Keep our promises:


o

Hold yourself and others accountable for targets and deadlines;


o

Do what you say you will do;


o

Do not hide or conceal problems or mistakes when disclosure is warranted; and


o

Take responsibility for correcting your mistakes and do all you can to correct them.


·

Are fair in our dealings with others:


o

Express differences of opinion with respect for others;


o

Assume positive intent; and strive for a win-win outcome with customers, clients, vendors, employees, directors, consultants, colleagues, and suppliers.


o

Uphold and fulfill our legal obligations:


o

Comply with all federal (SEC) and state laws, rules and regulations; and


o

Comply with all contractual obligations.


When the right course of action is not clear, seek clarification from the Chief Compliance Officer to help guide you to an ethical and lawful decision that is in keeping with Caerus's commitment to the highest standards of business conduct and integrity.






ACKNOWLEDGEMENT OF THE CODE OF ETHICS



Please sign and return this form to Matthew Husar, Chief Compliance Officer, within 10 days after receiving the Code.


I have read the entire Code of Ethics (the “Code”).  I have also had an opportunity to ask, review and receive answers to any questions that I have on the interpretation of any part of the Code.. I believe I understand fully how the Code relates to my position with or on behalf of Caerus and to the best of my knowledge I am in compliance with the Code.


I  understand that if I fail to comply with the policies, work rules, processes, procedures, requirements and standards in the Code, or with statutes, rules and/or regulations applicable to Caerus’s business, I may be subject to disciplinary action, including possible dismissal or termination of my relationship with Caerus.  Conduct which violates Code provisions may also constitute a violation of civil or criminal law.







__________________________________________________             _______________________

Signature                                                                                                       Date





____________________________________________________          ________________________

Print Name                                                                                                   

Title







For Compliance Office Use Only:


Date Signed Form Received:   ________________________________

                                                   






CAERUS

MONTHLY PERSONAL TRANSACTIONS REPORT



List all Covered Securities which you or your immediate family members maintain (including your spouse, your domestic partner, children, step-children if they reside in your household or are financially dependent upon you) or any individual over whose account you have control.  


A copy of the brokerage account statement(s) may be provided in lieu of this form provided the statement(s) contain all the information requested below.  


This form must be submitted no later than 10 days after the end of each month.


                                                                                             

Name of Broker Ticker or CUSIP No. of Shares Pr ice of Security Purchase or Sale Date of Transaction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


I hereby certify that the transactions listed above represent a full and complete list of all transactions in Covered Securities during the reportable period which I am required to report pursuant to the Code of Ethics.



_______________________________________________________      _______________

Name

    Date



For Compliance Office Use Only:                     


I certify that the securities did not appear on the Restricted List at the time the transactions occurred or that the Company did not transact in any of the listed securities for a period of 5 working days from the dates listed above.  



_______________________________________________________     _______________

Chief Compliance Officer or Designee

   Date

  





CAERUS

ANNUAL HOLDINGS REPORT



List all Covered Securities which you or your immediate family members maintain (including your spouse, your domestic partner, children, step-children if they reside in your household or are financially dependent upon you) or any individual over whose account you have control as of the end of this calendar year.  A copy of the brokerage account statement(s) may be provided in lieu of this form provided in lieu of this form provided the statement(s) contain all the information requested below.  


This form must be submitted no later than 30 days after the end of each calendar year and must be current as of 45 days before the report is submitted.

 

 

Name of Broker Ticker or CUSIP No. of Shares Pr ice of Security Purchase or Sale Date of Transaction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



I hereby certify that the transactions listed above represent a full and complete list of all Covered Securities held as of the end of the reportable year which I am required to report pursuant to the Code of Ethics.



_______________________________________________________      _______________

Name

    Date



For Compliance Office

Use Only:                     


I certify that the securities did not appear on the Restricted List at the time the transactions occurred or that the Company did not transact in any of the listed securities for a period of 5 working days from the dates listed above.


_______________________________________________________     _______________

Chief Compliance Officer or Designee

   Date

  





CAERUS

INITIAL HOLDINGS REPORT



List all Covered Securities which you or your immediate family members currently maintain (including your spouse, your domestic partner, children, step-children if they reside in your household or are financially dependent upon you) or any individual over whose account you have control.  A copy of the brokerage account statement(s) may be provided in lieu of this form provided in lieu of this form provided the statement(s) contain all the information requested below.  


This report must be made no later than 10 days after you became an Access Person and must be current as of 45 days before you became an Access Person.

 

Name of Broker Ticker or CUSIP No. of Shares Pr ice of Security Purchase or Sale Date of Transaction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


I hereby certify that the Covered Securities listed above represent a full and complete list of all Covered Securities held as of this date which I am required to report pursuant to the Code of Ethics.



_______________________________________________________      _______________

Name

    Date



For Compliance Office

Use Only:                     


I certify that the above securities comply with the Trading Restrictions set forth in this Code.



_______________________________________________________     _______________

Chief Compliance Officer or  Designee

   Date

  







Part I.

PERSONAL SECURITIES TRANSACTIONS

A.

Personal Trading Accounts and Reports .

1.

On receiving this Statement and within 10 days of becoming an Employee, each Employee must identify to the Compliance Officer all of the Employee’s and the Employee’s Family Members’ Proprietary Accounts, unless the Employee has already done so.  The Employee also must provide to the Firm an Initial Holdings Report disclosing the title, type, number of shares or principal amount (as applicable), and the exchange ticker symbol or CUSIP number (as applicable) of each security in each such Proprietary Account, which may be satisfied by attaching brokerage account statements current as of forty-five days prior to receipt of this Statement.  The form of Initial Holdings Report is attached as Exhibit B.

2.

Thereafter, each Employee must advise the Compliance Officer and receive authorization before opening any new Proprietary Account.

3.

Each Employee must arrange for duplicate copies of all trade confirmations and brokerage statements relating to each of his or her Proprietary Accounts to be sent promptly and directly by the brokerage firm or other financial institution where the Proprietary Account is maintained to the Firm, to the attention of the Compliance Officer.  In the alternative, Employees may close all Proprietary Accounts and trade only through a Proprietary Account at the Firm’s primary broker if the Employee authorizes the primary broker to provide such information to the Firm.

4.

Each Employee must report to the Compliance Officer any private securities transactions that are not carried out through brokerage accounts.

5.

For each securities trade by an Employee for which a confirmation is not available or that is not carried out through a brokerage account, such as a private securities transaction, the Employee is responsible for promptly providing the Compliance Officer with a written statement of the date, security, nature of the transaction, price, parties and brokers involved in such trade.

6.

Before arranging a personal loan with a broker, bank or other financial institution that will be collateralized by securities in a Proprietary Account, an Employee or other borrower must obtain the approval of the Compliance Officer.

7.

No later than thirty days after the end of each calendar quarter, each Employee must certify to the Firm that he or she has complied with this Statement during the quarter and disclose to the Firm all securities in which the Employee and his or her Family Members acquired or sold or otherwise disposed of any Beneficial Ownership during the quarter and the names of all brokers, dealers, or banks with which the Employee or his or her Family Members established Proprietary Accounts during the quarter.  Alternatively, the Employee may certify that all such information is in the account statements and confirmations provided to the Firm during the period and that as of the date of the certificate, all such information is accurate and complete.  If such information is incomplete or inaccurate as of the date of the certification, the Employee must update or correct the information.  The form to use for this purpose is attached to this Statement as Exhibit C.

8.

Within 31 days of the end of each calendar year, each Employee must certify to the Firm that he or she has complied with this Statement and give the Firm a report disclosing all securities in which the Employee and the Employee’s Family Members have any Beneficial Ownership and complete information regarding each Proprietary Account where such securities are held.  Each such report must be current as of a date no more than 45 days before the report is submitted.  The form to use for this purpose is attached as Exhibit B.

B.

Personal Trading Approvals .

No securities transactions for Proprietary Accounts may be effected without the prior written approval of the Compliance Officer.   In contrast to other mutual funds that are excluded from the definition of security, mutual funds for which Inflection Partners, LLC acts as adviser or subadviser are subject to preapproval process for purchase or sale by any Employee in compliance with applicable federal securities laws.   Any transaction may be cancelled at the end of the day by the Compliance Officer or allocated to a Client Account at the Compliance Officer’s discretion.  This policy applies equally to securities acquired in initial public offerings and private placements.  The Compliance Officer must obtain the prior written approval of David Lawrence Sherry, Jr. (the “Compliance Officer’s Substitute”) before effecting any transactions in the Compliance Officer’s own Proprietary Accounts.  The form of Personal Securities Trading Request is attached as Exhibit D.  The Compliance Officer or the Compliance Officer’s Substitute will notify the Employee promptly of approval or denial of clearance to trade.  If an Employee receives approval to trade a security, he or she must complete that trade within 24 hours after receiving that approval.

When an Employee recommends purchasing or selling a security for a Client Account, the Employee must disclose to the Compliance Officer if any of the Employee’s Proprietary Accounts then holds a position in that security.  Typically, an Employee may not buy or sell a security for any Proprietary Account until one day after orders for Client Accounts in that security have been filled and there is no buying or selling program in progress.

C.

Review of Personal Trading Information .

The Firm will review all confirmations, statements and other information to monitor compliance with this Statement.  The Firm reserves the right to require an Employee to reverse, cancel or freeze, at the Employee’s expense, any transaction or position in a security if the Firm believes such transaction or position might violate this Statement or appears improper.  Except as required to enforce this Statement or to participate in any investigation concerning violations of applicable law, the Firm will keep all such information confidential.

D.

Client Priority .

Employees must give first priority to all purchases and sales of securities for Client Accounts before executing transactions for Proprietary Accounts, and must conduct their personal trading in a manner that does not conflict with the interests of any Client Account.  Although it is not possible to list all potential conflicts of interest, each of the following acts always is prohibited:

1.

Knowingly purchasing securities for Proprietary Accounts, directly or indirectly, without making a good faith determination whether those securities are appropriate for investment by a Client Account and, if they are appropriate, without equitably allocating the investment to Client Accounts first, based on such considerations as available capital and current positions, and then to Proprietary Accounts;

2.

Knowingly purchasing or selling securities for Proprietary Accounts, directly or indirectly, in a way that adversely affects transactions in Client Accounts;

3.

Using knowledge of securities transactions by a Client Account to profit personally, directly or indirectly, by the market effect of such transactions; and

4.

Giving to any person information not generally available to the public about contemplated, proposed or current purchases or sales of securities by or for a Client Account, except to the extent necessary to effect such transactions or with the approval of the Compliance Officer.

In addition, Client Accounts always must receive the best price, in relation to Proprietary Accounts, in transactions on the same day.

E.

Front Running .

Without the prior written approval of the Compliance Officer, no Employee may execute a transaction in a security for a Proprietary Account if the Employee is aware or should be aware that an order for a Client Account for the same security, same way, remains unexecuted or the Firm is considering same-way trades in the security for Client Accounts.  Transactions in options, derivatives or convertible instruments for a Proprietary Account that are related to a transaction in an underlying security for a Client Account (“inter-market front running”) are subject to the same restrictions.

F.

Restricted List .

Certain transactions in which the Firm engages or other circumstances may require, for either business or legal reasons, that any Client Accounts or Proprietary Accounts do not trade in certain securities for specified periods.  A security may be designated as “restricted” if the Firm is purchasing or selling or considering purchasing or selling that security for Client Accounts, if the Firm is involved in a transaction that places limits on the aggregate position held by Client Accounts or Proprietary Accounts in that security, if the Firm or any of its personnel has material, non-public information regarding that security or if trading in that security should be restricted for any other reason.  Such securities will appear on a restricted list (the “Restricted List”) that will be circulated to all Employees by the Compliance Officer.  The Restricted List is confidential and no information about the Restricted List may be disclosed to anyone outside of the Firm.

All Employees should consult the Restricted List before placing any order for the purchase or sale of securities.  No Employees may engage in any trading activity with respect to a security, or an option, derivative or convertible instrument related to that security, while that security is on the Restricted List, and for two days after it has been removed from the Restricted List, except with the prior written approval of the Compliance Officer.

G.

Principal Transactions .

Neither the Firm nor an Employee may engage in principal transactions between a Proprietary Account and a Client Account without first obtaining the prior written approval of the Compliance Officer and the written consent of the Client Account.

H.

Private Placements .

As in the case of publicly traded securities, neither an Employee nor any of his or her Family Members may acquire Beneficial Ownership of any security in a private placement without the prior approval of the Compliance Officer.  The form of Personal Securities Trading Request is attached as Exhibit D.  The Compliance Officer or the Compliance Officer’s Substitute will promptly notify the Employee of approval or denial of clearance to trade.  If an Employee receives approval to trade a security he or she must complete that trade within 24 hours after receiving that approval.

I.

Initial Public Offerings .

Neither an Employee nor any of his or her Family Members may acquire any Beneficial Ownership of any security in an initial public offering without the prior approval of the Compliance Officer.  The form of Personal Securities Trading Request is attached as Exhibit D.  The Compliance Officer or the Compliance Officer’s Substitute will promptly notify the Employee of approval or denial of clearance to trade.  If an Employee receives approval to trade a security he or she must complete that trade within 24 hours after receiving that approval.

Part II.

CODE OF EMPLOYEE CONDUCT

A.

Outside Activities .

All outside activities of an Employee that involve a material time commitment, provide for compensation to the Employee or involve employment, teaching assignments, lectures, publication of articles, or radio or television appearances, must be approved in advance by the Compliance Officer.  The Compliance Officer may require full details about the outside activity, including the number of hours involved and the compensation that the Employee will receive.  Before accepting an appointment as an officer or director in any business, charitable organization or non-profit organization, an Employee must obtain approval from the Compliance Officer.

B.

Conflicts of Interest .

It is a violation of an Employee’s duty of loyalty to the Firm for that Employee, without the prior written consent of the Compliance Officer, to:

1.

Rebate, directly or indirectly, to any person or entity any compensation received from the Firm;

2.

Accept, directly or indirectly, from any person or entity, other than the Firm, compensation of any nature as a bonus, commission, fee, gratuity (see section H for more detail) or other consideration in connection with any transaction on behalf of the Firm or a Client Account; or

3.

Beneficially own any security of, or have, directly or indirectly, any financial interest in, any other organization engaged in any securities, financial or related business, except for Beneficial Ownership of not more than 4.9 percent of the outstanding securities of any business that is publicly owned.

Limited exceptions to this policy may be made with the approval of the Compliance Officer.

C.

Communications .

Each Employee must ensure that communications (whether written or oral) regarding the Firm, the Investment Funds or any Client Account to Investors, clients, prospective Investors or clients and regulatory authorities are accurate.  The Compliance Officer supervises the appropriate Employees and, if the Compliance Officer deems it appropriate, any third-party service provider (such as an administrator, accountant or law firm), in reviewing any account statement, offering materials, periodic letters to Investors or clients or potential Investors or clients, published prior performance and advertisements.

D.

The CAN-SPAM Act of 2003 .

The Firm’s periodic e-mail reports to clients, investors and potential clients and investors may be deemed “unsolicited commercial e-mails.”  An unsolicited commercial e-mail is any e-mail message, the primary purpose of which is the commercial advertisement or promotion of a commercial product or service.  The following should be included in any such e-mail messages (unless the reports are distributed solely to the Firm’s current clients and Investors in Investment Funds managed by the Firm):

This e-mail may be considered an advertisement or solicitation.  If you do not want to receive further e-mails from Inflection Partners, LLC, please reply to this e-mail and ask to be removed from our mailing list.

Inflection Partners, LLC

388 Market Street, #1300
San Francisco, CA  94111
(415) 322-0350

E.

Protection of Client Assets .

No Employee shall use client assets for his or her own purpose or benefit or receive client assets for any reason.  Any Employee who knows or has reason to believe that another Employee has engaged in such behavior must immediately report such information to the Compliance Officer.  Any Employee who accidentally receives client assets should immediately (and in any event within three business days) return such assets to the person from whom they came.

F.

Confidentiality, Proprietary Data and Privacy of Customer Personal Information .

1.

Proprietary Data; Confidentiality .  Any information regarding advice that the Firm furnishes to Client Accounts, the Firm’s recommendations and analyses and other proprietary data or information about the Firm or Client Accounts is strictly confidential and may not be revealed to third parties.  Such information is the property of the Firm.  Disclosing such information to any third party, without the permission of the Compliance Officer, is grounds for an Employee’s immediate dismissal.  This confidentiality obligation continues even after the termination of employment.

2.

Privacy of Customer Personal Information -- Information Security Program .  It is the Firm’s policy to protect, through administrative, technical and physical safeguards, the security and confidentiality of financial records and other nonpublic personal information concerning Client Accounts, Investors and potential and former Client Accounts and Investors, including protecting against any anticipated threats or hazards to the security of such information and unauthorized access to or use of such information.

a.

The Compliance Officer .  The Firm has designated the Compliance Officer to coordinate its information security program.  The Compliance Officer is responsible for (i) assessing existing risks to nonpublic personal information, (ii) developing ways to manage and control these risks, (iii) monitoring third-party service provider arrangements to ensure information security, and (iv) testing and revising the program in light of relevant changes in technology and threats to Client Account and Investor information.

b.

Identifying Internal and External Risks to Customer Information .  The Compliance Officer reviews reasonably foreseeable internal and external risks to the security, confidentiality and integrity of customer information, including risks relating to (i) Employee training, (ii) changes to the Firm’s information systems, including network and software design, information processing, storage, transmission and disposal, and (iii) procedures to detect, prevent and respond to attacks, intrusions or other system failures.  The Compliance Officer assesses the likelihood and potential damage of these risks and the sufficiency of any safeguards in place to control these risks.  The Compliance Officer meets periodically with Employees to review and implement the program and is available to answer questions regarding the program.

c.

Information Safeguards .

Employees may not disclose the identity, affairs or investments, or other personal information, of any Client Account or Investor, potential Client Account or Investor or former Client Account or Investor to anyone outside of the Firm, except as may have been authorized by the holder of the Client Account or Investor or as may be required in servicing the Client Account or Investor (such as disclosure to a brokerage firm at which such Client Account is held) or for the business of the Firm (such as disclosure to the Firm’s auditors and lawyers or as required by law).  Employees should direct to the Compliance Officer any questions about whether information is confidential or any disclosure is permitted.  This confidentiality obligation continues even after the termination of employment.

To protect the confidentiality of the Firm’s confidential and proprietary information and the confidentiality of existing, former or potential Client Accounts and Investors, Employees should take the following additional security precautions:

1.

Employees may not take documents containing confidential and proprietary information from the Firm’s offices without the prior consent of the Compliance Officer.  Any copies removed from the Firm’s offices must be returned promptly.  Employees may photocopy confidential and proprietary information only if required to do so as part of their employment duties.  All copies and originals of such documents must be disposed of in a way that keeps the information confidential, such as shredding.  (No document may be destroyed if the Firm is required to keep it – see Part VII below.)  Employees must keep all paper copies of confidential and proprietary information that are not in use off desk tops, conference tables or any other place where such copies would be visible to persons who are not authorized to have access to such information.

2.

All computer drives containing confidential and proprietary information must be accessible only by the use of passwords issued by the Firm.  All authorized users of such computer drives must log off when leaving a terminal through which they are authorized to access any such computer drive.

3.

Physical access to any non-electronic confidential and proprietary information must be limited by either locking or monitoring access to the offices and storage areas where such information is located.

d.

Third Party Service Providers .  At times, the Firm may enter into one or more agreements with third parties under which the Firm may provide confidential information to those third parties.  If this occurs, the Firm will (i) include in the relevant agreements provisions protecting confidential information to the extent required by law, (ii) take reasonable steps to select and retain service providers that can maintain appropriate safeguards for confidential information and (iii) require those service providers to implement and maintain such safeguards.  Employees should direct any questions about these agreements or the disclosure of information pursuant to them to the Compliance Officer.

G.

Involvement in Litigation/Contacts with the Press .

An Employee should advise the Compliance Officer immediately if he or she becomes involved in or threatened with litigation or an administrative investigation or proceeding of any kind, is served with a subpoena, becomes subject to any judgment, order or arrest, or is contacted by any regulatory authority or the press.  Employees should refer all inquiries from all regulatory authorities or the press to the Compliance Officer.

H.

Favoritism and Gifts .

An Employee may not seek or accept gifts, favors, preferential treatment, or valuable consideration of any kind offered from brokers or other companies or persons involved in the securities industry.  Limited exceptions to this policy may be made with the approval of the Compliance Officer.

I.

Registration, Licensing and Testing Requirements .

Each Employee should check with the Compliance Officer to ensure that he or she has complied with any applicable registration, licensing and testing requirements required as a result of such Employee’s duties and position.  These requirements may arise under the Advisers Act, the ICA, the Securities Act, the Exchange Act, the Employee Retirement Income Security Act of 1974, state broker-dealer and investment adviser statutes, rules and regulations adopted by the SEC, the Department of Labor and other regulatory authorities.

J.

Qualification of Solicitors .

The Firm complies with Advisers Act Rule 206(4)-3 regarding solicitation activities conducted by finders or solicitors on behalf of the Firm.

K.

E-Mail and Instant Messaging Communication .

Employees should use the Firm’s e-mail system for all Firm business and only for Firm business.  Employees should conduct personal e-mail communications only through personal accounts.

Instant messaging software installed on Firm computers may be used only for Firm purposes.  Employees must print and give to the Compliance Officer any instant messaging communications that must be preserved under the Firm’s recordkeeping policy described in Part VII.




EMPLOYEE CODE OF ETHICS AND

PERSONAL TRADING POLICY AND PROCEDURES OF

M.A. WEATHERBIE & CO., INC.


As amended March 3, 2011


















I have been provided with a copy of and have read the M.A. Weatherbie & Co., Inc. Employee Code of Ethics and Personal Trading Policy and Procedures (“Policy”), as amended March 3, 2011.  I understand the Policy and agree to  comply with the Policy during the course of  my  employment with M.  A. Weatherbie & Co., Inc., its subsidiaries and affiliates.






Signature of Employee





Name of Employee




Submission Date










EMPLOYEE CODE OF ETHICS AND

PERSONAL TRADING POLICY AND PROCEDURES OF

M.A. WEATHERBIE & CO., INC.


As amended March 3, 2011


INTRODUCTION


This Employee Code of Ethics and Personal Trading Policy and Procedures (the “Policy”) sets forth: (I) the standard of business conduct expected and required of all M.A. Weatherbie & Co., Inc. (“MAWCO”) Employees; (II) the policy and procedures pertaining to personal trading and causing the trading of securities while in possession of confidential information; and (III) Employee reporting requirements as required under Rule 17j-1 of the Investment Company Act of 1940, as amended (“Investment Company Act”) and Rule 204A-1 of the Investment Advisers Act of 1940, as amended (“Advisers Act”).

This Policy supersedes the Employee Trading Policy and Procedures dated January 1, 2004. Every Employee is required to read this Policy and retain a copy in his or her records. Any

questions regarding the Policy should be referred to Ms. Mildred Mallen (the “Chief Compliance

Officer”).


Definitions


Access Person ”: An Access Person is any Employee (i) who has access to nonpublic information regarding the purchase or sale of Securities and/or the Portfolio Holdings of any client, including any Registered Fund Client; or (ii) who is involved in making securities recommendations to clients, including any Registered Fund Client; or (iii) who has access to such recommendations that are nonpublic. As of the date of this Policy, all MAWCO Employees are determined to meet the definition of Access Person, therefore the terms “Access Person” and “Employee” may be used interchangeably throughout this Policy. See definition of “ Employee


“Advisers Act” : means the Investment Advisers Act of 1940, as amended.


“Beneficial Ownership” : Beneficial Ownership of a Security is to be determined in the same manner as it is for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. This means that a person should generally consider himself or herself a beneficial owner of any Securities if he or she has: (i) a direct or indirect pecuniary interest in the Securities; (ii) the power to vote or direct the voting of the shares of the Securities; or (iii) the power to dispose or direct the disposition of the Securities. In addition, an Employee is deemed to have a beneficial interest in securities and other financial instruments owned by members of his or her immediate family. 1   Common examples of beneficial interest include joint accounts, spousal accounts, UGTMA


                                         

1

“Immediate family” of an Employee means any of the following persons who reside in the same household as the

Employee:

Child

Grandparent

Son-in-law

Stepchild

Grandchild

Spouse

Sibling

Daughter-in-law

Brother-in-law

accounts, partnerships, trusts and controlling interests in corporations. Any uncertainty as to whether an Employee has a beneficial interest in a security or other financial instrument should be brought to

the attention of the Chief Compliance Officer.


“Chief Compliance Officer” : means the person appointed by MAWCO to such position pursuant to rule 206(4)-7(c) under the Advisers Act. As of the date of this Policy, MAWCO’s Chief Compliance Officer is Ms. Mildred Mallen.


“Employee” : means any partner, officer, director, manager or managing member (or other person occupying a similar status or performing similar functions), or other individual employed by MAWCO, or other person who provides investment advice on behalf of MAWCO and is subject to the supervision and control of MAWCO. As of the date of this Policy, all MAWCO Employees are determined to meet the definition of Access Person, therefore the terms “Access Person” and “Employee” may be used interchangeably throughout this Policy. See definition of “ Access Person ”.


“Federal Securities Laws” : Federal Securities Laws mean the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act, the Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act, as it applies to funds and investment advisers, and any rules adopted thereunder by the Securities and Exchange Commission or the Department of the Treasury.


“IPO” : An offering of Securities that is registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended.


Investment Company Act ”: means the Investment Company Act of 1940, as amended.


“Limited Offering ”: An offering of Securities that is exempt from registration under the Securities

Act of 1933, as amended, pursuant to Section 4(2) or 4(6) thereof, or pursuant to Rules 504, 505 or

506 of Regulation D thereunder. This includes private investment funds whether or not they are managed by M.A. Weatherbie & Co., Inc.


“Personal Account” : means any Securities account in which the Employee has direct or indirect

Beneficial Ownership.


“Registered Fund Client” : A Registered Fund Client is an advisory client of MAWCO that is an investment company registered under the Investment Company Act. “Registered Fund Client” includes investment companies registered under the Investment Company Act for which MAWCO serves as subadviser.



Parent


Mother-in-law


Sister-in-law

Stepparent

Father-in-law

 

Immediate family also includes adoptive relationships and any other relationship (whether or not recognized by law) that the Chief

Compliance Officer determines could lead to possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety that the Policy is intended to prevent.


Reportable Security ”, “Security” or “Security Trading” : means any note, stock, treasury stock, security future, closed-end fund, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre- organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing. In addition, all transactions in each Employee’s account in the MAWCO Profit Sharing Plan are considered Reportable for purposes of this Policy, as are investments in Weatherbie Growth

Fund, LP or any product in which M.A. Weatherbie & Co., Inc. acts as investment adviser. Exempt from Reporting and Pre-Clearance are the following:

 

1.

Direct obligations of the Government of the United States;


2.

Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;


3.

Shares issued by open-end (mutual) funds, other than Registered Fund Clients; and


4.

Further description for items to be Pre-Cleared appears in Part II, Section C.


PART I:

STANDARD OF BUSINESS CONDUCT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A.Standards of Business Conduct

The following standards of business conduct shall set forth the interpretation and administration of this Policy and govern MAWCO Employees’ fiduciary obligations and activities:


1.

The interests of our advisory clients must be placed first at all times;


2.

All personal securities transactions must be conducted consistent with the Policy and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an Employee’s position of trust and responsibility;


3.

Employees should not take inappropriate advantage of their positions; and


4.

Employees must comply with all applicable laws and regulations, including the applicable Federal Securities Laws.


The Policy does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not shield Employees from liability for personal trading or other conduct that violates his or her fiduciary duties to clients.


MAWCO forbids any Employee, manager, director or officer of MAWCO (each an “Employee”)

from trading, either personally or on behalf of others, on material nonpublic information or




communicating material nonpublic information to others in violation of the law. This conduct is often referred to as “insider trading.”




This Policy also prohibits Employees from investing in any Reportable Security without the prior consent of the Chief Compliance Officer.


All Employees must promptly report to the Chief Compliance Officer any violations of the Policy that come to his or her attention.


PART II: INSIDER TRADING POLICY 

 

 

 

A.What is Insider Trading: Definitions and Implications

The term “insider trading” is generally used to refer to the use of material nonpublic information to trade

in securities (regardless of whether one is an “insider”) or the communication of material nonpublic information to others. The law concerning insider trading prohibits:


1.

Trading by an insider while in possession of material nonpublic information, or


2.

Trading by a non-insider while in possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated, or


3.

“Tipping” - communicating material nonpublic information to others.


Some practical questions and issues regarding insider trading, and the penalties for such unlawful conduct, are detailed below.


(a)

Who is an “Insider”?


In addition to any Employee, officer or director of a company, any person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company's affairs and as a result is given access to information intended solely for the company's purposes. A temporary insider can include a company's attorneys, accountants, consultants, bank lending officers, and the Employees of such organizations. MAWCO could potentially become a temporary insider of a company it advises or for which it performs other services.


(b)

What is “Material Information”?


Material information generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision, or information that is reasonably certain to have a substantial effect on the price of a company's securities. Such information includes, but is not limited to, dividend changes, earnings estimates or changes in previously released estimates, significant merger or acquisition proposals or agreements, major litigation, liquidity problems, and extraordinary management developments. It is also important to note that material information does not have to relate to a company's business.


(c)

What is “Nonpublic Information”?


Information is nonpublic until it has been effectively communicated to the market place. One must be able to point to some fact to show that the information is generally public.




(d)

What are the Penalties for Insider Trading?


Penalties for communicating or trading on material nonpublic information are severe, both for individuals involved in such unlawful conduct and for their employers. The unlawful use of inside information subjects the person engaged in the unlawful trading and, among others, his or her employer to civil liability (even if the Employee or employer does not personally benefit from the violation). For a party's first insider trading violation, the Securities and Exchange Commission (“SEC”) may impose against controlling persons civil penalties of $1 million or three times any profits

obtained or losses avoided and may impose against corporations civil penalties of $25 million for failing to take proper steps to prevent insider trading or tipping violations by those who are under their supervision.


The law requires investment advisers to adopt, maintain and enforce written insider trading policies and procedures designed to prevent the misuse of material nonpublic information by their directors, officers and Employees. Failing to do so can be a predicate for an SEC disciplinary action or, if violations occur, an SEC suit to recover the civil penalties from controlling persons and violators. Violators also may be subject to criminal penalties.


B.

How to Avoid Insider Trading


The following procedures have been established to help MAWCO Employees avoid insider trading and to help MAWCO prevent, detect and impose sanctions against insider trading. Every MAWCO Employee is required to follow these procedures or risk serious sanctions. These sanctions can include dismissal, substantial personal liability and criminal penalties.


1.

Identifying Inside Information


Prior to trading for yourself or others in the securities of a company about which you could potentially have inside information, ask yourself the following questions:


Is the information material? Is this information that an investor would consider important in making an investment decision? Is this information that would substantially affect the market price of the securities if generally disclosed?


Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in a publication of general circulation?


If, after consideration of the above, you believe that the information is material and nonpublic or if you have questions as to whether the information is material and nonpublic, you should take the following steps:


Do not purchase or sell the securities or other financial instruments on behalf of yourself or others.


Report the matter as soon as possible to the Chief Compliance Officer or her designee.


Do not communicate the information to anyone other than the Chief Compliance Officer or her designee.


After the issue has been reviewed, you will be instructed either to continue the prohibition against trading or you will be allowed to trade and/or communicate the information.


2.

Restricting Access to Material Nonpublic Information

Information in your possession that you identify as material and nonpublic may not be communicated to anyone, including persons within MAWCO , except as provided above. In addition, care should be taken so that such information is secure. For example, files containing material nonpublic information should be sealed, and access to computer files containing material nonpublic information should be restricted.


C.

Pre-Clearance Procedure for Securities; Short Selling; Options and Futures

 

MAWCO seeks to avoid conflicts of interest involving its primary business as an investment adviser. Therefore, without the prior written approval of the Chief Compliance Officer or her designee, no MAWCO representative shall deal in any Reportable Security that currently is being purchased or sold by a client of MAWCO, or that has been recommended by MAWCO for purchase or sale. A gift or transfer shall be excluded from this restriction provided that the donee or transferee represents that it has no present intention of selling the donated Reportable Security. This restriction shall apply from the moment that any representative has learned or been informed in any fashion that a MAWCO analyst, portfolio committee or manager is considering or intends to recommend the purchase or sale of such Reportable Security. In addition, without the prior written approval of the Chief Compliance Officer or her designee, no MAWCO representative shall transmit any knowledge of such transaction, recommendation, or determination to any person other than in connection with the proper execution of such purchase or sale for our clients' accounts.

In the case of an individual making the recommendation, it is the intent that s/he shall not deal in the Reportable Security from the moment s/he has determined, or been requested, to make a recommendation. These restrictions shall continue in force for ten business days after a recommendation has been made unless an authorization to buy or sell has been entered, in which case the restriction upon trading shall extend for an additional ten business day period after the last such trade has been effected.


Notwithstanding the above, no Employee (including an Employee's Personal Account) may buy or sell a Reportable Security for his or her own account, including but not limited to any IPO or Limited Offering, unless each transaction has received the prior written approval of the Chief Compliance Officer or her designee pursuant to the pre-clearance procedure described below.


Any pre-clearance request received before 5:00 p.m. on a business day normally will be responded to by

10:30 a.m. on the following business day. A pre-clearance request in the form attached hereto as

Appendix I should be completed for any transaction for an Employee's Personal Account and should be signed and presented to the Chief Compliance Officer or her designee. An Employee who obtains the written notice of a pre-clearance authority with respect to a transaction which the Employee proposes to enter for his or her account must execute that transaction on the day when such written notice is received unless otherwise stated on the notice.


No MAWCO representative shall effect a short sale or purchase or sell options or futures contracts on individual securities in any Reportable Security held in a portfolio managed by MAWCO. However, options and futures contracts on U.S. Government obligations and securities indices are permitted and do not need to be pre-cleared.


The Chief Compliance Officer must obtain the prior written approval of the Director of MAWCO before directly or indirectly acquiring or selling any Reportable Securities, including but not limited to Securities in an IPO or Limited Offering.


1.

Exceptions to Pre-Clearing Requirements


(a)

An Employee does not need pre-clearance with respect to Reportable Securities transactions effected for, and Reportable Securities held in, any account over which the Employee has no direct or indirect influence or control.


(b)

Transactions involving the donation of a Reportable Security to a non-profit entity or passive, periodic security reinvestment programs 2 are not considered  Reportable Securities trades for purposes of the Policy.



PART III:

EMPLOYEE REPORTING REQUIREMENTS

 

 

 

 

 

 

 

A.Investment Company Act and Investment Advisers Act

 

Rule 17j-1 under the Investment Company Act governs personal securities transactions by Employees of

advisers to Registered Fund Clients. Rule 204A-1 under the Advisers Act governs personal securities transactions by employees of advisers to any investment client. Fraudulent, deceptive or manipulative transactions in Securities that are held or to be acquired by any client, including but not limited to a Registered Fund Client, are prohibited. Specifically, Employees are prohibited from:


1.

Employing any device, scheme or artifice to defraud any Registered Fund Client;


2.

Making any untrue statement of material fact to any Registered Fund Client or omitting to state a material fact necessary in order to make the statements made to any Registered Fund Client, in light of the circumstances under which they are made, not misleading;


3.

Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on any Registered Fund Client; or

4.

Engaging in any manipulative practice with respect to any Registered Fund Client. Additionally, Employees are prohibited from “front running” (directing any client’s or Registered Fund

Client's investment in which any Employee or MAWCO has an undisclosed interest).


B.

Trading Restrictions


No Employee may have a beneficial interest in shares of a registered open-end investment company

(other than a money market fund) that is purchased and sold, or sold and purchased, in any 30-day period. This prohibition shall apply to purchases and sales, or sales and purchases, regardless of whether those transactions occurred in a single account or across multiple accounts in which the Employee has a beneficial interest. However, this restriction shall not apply to purchases or sales made pursuant to a periodic investment or redemption plan in a deferred compensation, 401(k) or retirement plan, or the MAWCO Profit Sharing Plan.




                                         

2

Including dividend reinvestment programs.



C.

Reporting Requirements


1.    Initial Holdings Report



Each Employee shall submit to the Chief Compliance Officer an Initial Holdings Report no later than 10 days after the person becomes an Employee, containing the following information, which must be current as of a date no more than 45 days prior:


( a )

the title and type, number of shares, the exchange ticker symbol or CUSIP number (if applicable) and principal amount of each Reportable Security in which the Employee has any direct or indirect beneficial ownership;


( b )

the name of any broker, dealer, or bank with whom the Employee maintains an account in which Reportable Securities were held for direct or indirect benefit of the Employee as of the date the person became an Employee; and


( c )

the date the report is submitted by the Employee.


2.

Quarterly Transaction Reports


Each Employee shall provide a report of all transactions in all Personal Accounts during each calendar quarter to the Chief Compliance Officer within 30 days of the end of the quarter.


(a)

With respect to any Reportable Securities transaction in  any Personal Account during the quarter, such reports must contain the following information:


( i )

the date of the transaction, title and type, the exchange ticker symbol or CUSIP number (if applicable) the interest rate and maturity date (if applicable), number of shares, and principal amount of each Reportable

Security involved;


(ii)

the nature of the transaction (i.e., purchase, sale or any other type acquisition or disposition);

(iii)

 the price of the Reportable Security in which the transaction was effected; (iv)

the name of the broker, dealer or bank with or through whom the transaction

was effected; and


(v)

the date the report is submitted by the Employee.


(b)

With respect to any Personal Account established during any quarter by the Employee, including any account for shares in a registered open-end investment company in which the Employee has or acquires direct or indirect Beneficial Ownership:


(i)

the name of the broker, dealer or bank with whom the Employee established the account;


(ii)

the date the account was established; and




(iii)

the date of the confirmation or account statement or the date the report is submitted by the Employee.


3.

Annual Holdings Reports


Each Employee shall report to the Chief Compliance Officer no later than January 30th of each year the following information, which must be current as of a date no more than 45 days prior:


(a)

the title and type, number of shares, the exchange ticker symbol or CUSIP number (if applicable), and principal amount of each Reportable Security held for direct or indirect Beneficial Ownership of the Employee as of December 31 the prior year;


(b )

the name of any broker, dealer or bank with the Employee maintains a Personal Account in which any Reportable Securities were held for the direct or indirect benefit of the Employee;


( c )

the date the report was submitted by the Employee.



4.

Annual Certifications


Each Employee shall report to the Chief Compliance Officer, no later than January 30th of each year:


(a)

Certification that the Employee, as of December 31 of each year:


(i)

has complied with all the terms and conditions of the prospectuses of the registered open-end investment companies in which he or she invests, including any provisions relating to market timing; and


(ii)

does not have in place any arrangement or understanding with any registered open-end investment company in which he or she invests that would allow him or her special privileges not extended to all shareholders and not otherwise disclosed in the prospectus.


(b)

Certification that the Employee, as of December 31of each year:


(i)

has been provided with a copy of and has re-read this Policy and any amendments and agrees to continue to comply with the requirements of the Policy during the course of his or her employment with MAWCO, its subsidiaries and affiliates.


(c)

Gift Report


(i)

have provided the CCO with a log of any gift received in the prior 12 month period



(d)

Serving As Officers, Trustees and/or Directors of Outside Organizations


(i)

have provided the CCO with request for approval to serve on an outside organization.


(e)

Expert matching services




(i)

have affirmed that no material non-public information was provided during a call with an expert that was not reported to the CCO.


D.

Directions for Reporting


1.

How to Report Required Information



An Employee may, within the time periods as specified above in C(1)-(3), comply with the reporting requirements in C(1)-(3) above relating to Initial and Annual Holdings Reports and Quarterly Transaction Reports by either :


(a)  providing to or arranging for the Chief Compliance Officer to receive duplicate copies of periodic account statements or broker trade confirmations containing information regarding Reportable Securities holdings and transactions for the relevant period in each Personal Account, provided that such statements or confirmations contain the all of the information specified in C(1) (a)-(c), C(2) (a)-(b) and C(3)(a)-(c) above; or


(b)

by completing all appropriate appendices (attached hereto) with the requested information and submitting the completed appendices to the Chief Compliance Officer.


Employees must comply with C(4) by completing and submitting Appendix V on or before January 30th of each year.


2.

Exceptions to Reporting Requirements



(a)

An Employee need not make a report with respect to Reportable Securities transactions effected for, and Reportable Securities held in, any account over which the Employee has no direct or indirect influence or control.


(b)        Transactions involving the donation of a Reportable Security to a non-profit entity or passive, periodic security reinvestment programs 3 are not considered       Reportable Securities trades for purposes of the Policy.


3.

Review of Reports


The reports described in C(1)-(4) shall be periodically reviewed by the Chief Compliance Officer.


E.

Recordkeeping and Reports to Registered Fund Clients


MAWCO shall maintain records at its principal place of business in the manner and to the extent set forth below, and shall make these records available for examination by the SEC or its representatives at any time and from time to time for reasonable periodic, special or other examination:


1.

A copy of this Policy that is in effect, or at any time within the past five years has been in effect, shall be maintained in an easily accessible place;


2.

A record of any violation of this Policy, and of any action taken as a result of such violation, shall be maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs;




                                         

3

Including dividend reinvestment programs.




3.

A copy of each report made by an Employee pursuant to this Policy, including duplicates of confirmations and account statements provided in lieu of the required reports, shall be maintained in an easily accessible place for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place;


4.

A record of all persons who are, or within the past five years have been, required to make reports pursuant to this Policy, or are or were responsible for reviewing these reports, shall be maintained in an easily accessible place;


5.

A copy of each report and certification of the Chief Compliance Officer to each Registered Fund Client of MAWCO must be maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place; and


6.

MAWCO shall maintain a record of any decision, and the reasons supporting the decision, to approve the acquisition of Reportable Securities, including IPOs or Limited Offerings, for at least five years after the end of the fiscal year in which the approval is granted.


In addition, on an annual basis, MAWCO's Chief Compliance Officer shall prepare a written report describing any issues arising under the Code of Ethics, including information about any material violations of the Code of Ethics or its underlying procedures and any sanctions imposed due to such violations and submit the information to each Registered Fund Client’s Chief Compliance Officer for review by the Registered Fund Client’s Board of Trustees.


Also on an annual basis, MAWCO's Chief Compliance Officer shall certify to the Board of Trustees of each Registered Fund Client that MAWCO has adopted procedures reasonably necessary to prevent its employees from violating the Code of Ethics.




APPENDIX I

M.A. WEATHERBIE & CO., INC.


PERSONAL SECURITY TRANSACTION PRECLEARANCE REQUEST

As amended March 3, 2011


DATE:    


All Reportable Securities transactions, including but not limited to transactions in IPOs and Limited Offerings, must be precleared regardless of their size. If the transaction is to be other than a sale or purchase, mark it with an asterisk and explain the nature of the transaction on the reverse side. Describe the nature of each account in which transaction is to take place, i.e., personal, spouse, children, charitable trust, etc. If necessary, continue on reverse side.

Security

Amount or No. of Shares

SALES


Broker

Nature * of Account
















Security

Amount or No. of Shares

PURCHASES



Broker

Nature * of Account














[ signature page follows ]




*

Check here if you wish to claim that the reporting of the account or the securities transactions shall not be construed as an admission that you have any direct or indirect beneficial ownership in such account or securities.






I represent that I am not in possession of material non-public information concerning the securities listed above or their issuer. If I am a MAWCO Employee charged with making recommendations with respect to any of the securities listed above, I represent that I have not determined or been requested to make a recommendation in that security except as permitted by the Employee Code of Ethics and Personal Trading Policy and Procedures of MAWCO.



Signature

Date



EXPLANATORY NOTE


This form must be filed by 5:00 p.m. on the business day prior to the business day on which you wish to trade and covers all accounts in which you have a direct or indirect interest.  This includes any account in which you have Beneficial Ownership (unless you have no influence or control over it) and non- client accounts over which you act in an advisory or supervisory capacity.  No trade can be effected until approval from a pre-clearance authority has been obtained.




APPENDIX II

M.A. WEATHERBIE & CO., INC. INITIAL HOLDINGS REPORT As amended March 3, 2011


This must be signed and submitted within 10 days of the start of employment with MAWCO.



TO:

 Chief Compliance Officer FROM:  

 DATE:    

 RE:

Initial Holdings Report



I hereby certify that the following list includes all holdings in Reportable Securities in which I have Beneficial Ownership (as defined in the Policy).  I also certify that I will disclose, in writing, the identity of any new account in which I have a Beneficial Ownership in holdings at the time such account is established.






Title of Security



Type of Security

Ticker

Symbol/CUSIP (as applicable)


Number of

Shares


Principal

Amount


Name of

Broker/Dealer/Bank

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 





Signature of Employee



Name of Employee



Submission Date


*

Check here if you wish to claim that the reporting of the account or the securities transactions shall not be construed as an admission that you have any direct or indirect beneficial ownership in such account or securities.




APPENDIX III

M.A. WEATHERBIE & CO., INC. QUARTERLY TRANSACTION REPORT As amended March 3, 2011



This must be signed and submitted within 30 days of the end of each calendar quarter.



TO:

 Chief Compliance Officer FROM:  

 DATE:    

 RE:

Quarterly Trading Report

Period Ending  



There were no Reportable Securities transactions during the above quarter except those listed below.   Note :  All transactions in Reportable Securities (as defined in the Policy) must be included, regardless of their size.   Bank or brokers’ statements may be attached if desired instead of listing the transactions.  If the transaction is other than a sale or purchase, mark it with an asterisk and explain the nature of transaction below.  Describe the nature of the Beneficial Ownership in each account in which the transaction took place, i.e., personal, spouse, children, charitable trust, etc.  If necessary, continue on the reverse side.




Title of Security



Type of Security

Ticker

Symbol/CUSIP (as applicable)


Number of

Shares


Principal

Amount


Name of

Broker/Dealer/Bank

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



[ signature page follows ]











I represent that none of the securities transactions reported above were effected while I was in possession of material non-public information concerning the securities or their issuer. If I am a MAWCO Employee charged with making recommendations with respect to any of the securities listed above, I represent that the transaction in that security was not made at a time when I determined or had been requested to make a recommendation in that security except as permitted by the Employee Code of Ethics and Personal Trading Policy and Procedures of MAWCO.





Signature of Employee





Name of Employee



Submission Date


*

Check here if you wish to claim that the reporting of the account or the securities transactions shall not be construed as an admission that you have any direct or indirect beneficial ownership in such account or securities.




APPENDIX IV

M.A. WEATHERBIE & CO., INC. ANNUAL HOLDINGS REPORT As amended March 3, 2011


This must be signed and submitted by each Employee no later than January 30th of each year.


TO:

Chief Compliance Officer FROM:  

 DATE:    

RE:  Annual Holdings Report For the Year Ended December 31,  


I hereby certify that the following list includes all holdings in Reportable Securities in which I have Beneficial Ownership (as defined in the Code).  I also certify that I will disclose, in writing, the identity of any new account in which I have a Beneficial Ownership in holdings at the time such account is established.




Title of Security



Type of Security

Ticker

Symbol/CUSIP (as applicable)


Number of

Shares


Principal

Amount


Name of

Broker/Dealer/Bank

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 






Signature of Employee





Name of Employee




Submission Date


*

Check here if you wish to claim that the reporting of the account or the securities transactions shall not be construed as an admission that you have any direct or indirect beneficial ownership in such account or securities.






APPENDIX V

M.A. WEATHERBIE & CO., INC.

ANNUAL CERTIFICATION

As amended March 3, 2011




This must be signed and submitted by each Employee no later than January 30th of each year.


TO:

Chief Compliance Officer FROM:  

 DATE:    

RE:  Annual Certifications For the Year Ended December 31, 20     . A. Market Timing Certifications

I hereby certify that as of December 31, 20__,


i.    I have complied with all the terms and conditions of the prospectuses of the registered open-end investment companies in which I invest, including any provisions relating to market timing; and


ii.   I do not have in place any arrangement or understanding with any registered open-end investment company in which I invest that would allow me special privileges not extended to all shareholders and not otherwise disclosed in the prospectus.


B. Annual Code of Ethics Certification


I hereby certify that as of December 31, 20__,


i.  I have re-read the Policy, as amended March 3, 2011. I understand the Policy and I have complied with and will continue to comply with all of the requirements of the Policy during the course of my employment with MAWCO, its subsidiaries and affiliates.


C. Gift Report – details enclosed


D. Outside Business Activity Report details enclosed


E. Expert Matching Service


I affirm that at no time did I receive or act on any material non-public information that was provided to me during a call that utilizes an expert matching service.



Signature of Employee




Name of Employee




Submission Date






 




APPENDIX VI

Gift Definition and Report

Definition of a gift :       Employees may not accept limited investment opportunities, lavish gifts or other extravagant gratuities from individuals seeking to conduct business with MAWCO, or on

behalf of an advisory client. However, Employees may attend business meals, sporting events and other entertainment events at the expense of a giver, as long as the expense is reasonable and not lavish or extravagant in nature.  Employees must report their intent to accept gifts over $100 to the CCO by completing this form.  Reasonable gifts received on behalf of the Company shall not require reporting.  Examples of reasonable gifts include holiday gift baskets and lunches brought

to MAWCO’s offices by unaffiliated companies, not limited to broker/dealers, vendors or clients.


Employees are prohibited from giving gifts that may be deemed as excessive, and must obtain approval to give all gifts in excess of $100 to any client, prospective client or any individual or entity that MAWCO is seeking to do business with.


Employee(s) Receiving/Giving the Gift:





Describe the Gift:






Approximate Total Dollar Amount of Gift:

$


Receiver/Giver of the Gift:






Has Employee Received/Given Additional Gifts from Receiver/Giver within the Past 12 Months? If yes, list the gifts received/given and the approximate Value of the Gifts:






Relationship of Receiver/Giver to MAWCO and/or Employee(s):





Reason (if known) the Gift will be given by/given to MAWCO and/or Employee(s):






Compliance Use Only


 

Approved

 

Not Approved

Person Approving    


Reasons Supporting Decision to Approve/Not Approve:    

APPENDIX VII

Serving As Officers, Trustees and/or Directors of Outside Organizations


Employees may, under certain circumstances, be granted permission to serve as directors, trustees or officers of outside organizations by completing the form below. These organizations can include public or private corporations, partnerships, charitable foundations and other not-for- profit institutions. Employees may also receive compensation for such activities.


At  certain  times,  MAWCO  may  determine  that  it  is  in  its  clients’  best  interests  for  an Employee(s) to serve as an officer or on the board of directors of an outside organization. For example, a company held in clients’ portfolios may be undergoing a reorganization that may affect the value of the company’s outstanding securities and the future direction of the company. Service with organizations outside of MAWCO can, however, raise serious regulatory issues and concerns, including conflicts of interests and access to material non-public information.


As an outside board member or officer, an Employee may come into possession of material non- public information about the outside company, or other public companies. It is critical that a proper information barrier be in place between MAWCO and the outside organization, and that the Employee does not communicate such information to other Employees in violation of the information barrier.


Similarly, MAWCO may have a business relationship with the outside organization or may seek a relationship in the future. In those circumstances, the Employee must not be involved in the decision to retain or hire the outside organization.


Employees are prohibited from engaging in such outside activities without the prior written approval from the CCO.   Approval will be granted on a case by case basis, subject to proper resolution of potential conflicts of interest. Outside activities will be approved only if any conflict of interest issues can be satisfactorily resolved and all of the necessary disclosures are made on Part II of Form ADV.




Serving As Officers, Trustees and/or Directors of Outside Organizations


The undersigned hereby requests approval for participation in the following outside activity:




Name and address of company or organization:



Nature of organization’s primary business or purpose:



Is this a public company? (YES/NO) If YES, stock symbol:



Complete description of anticipated role with organization:



Describe any compensation you will receive:



If this request for approval is granted:


?   I agree to notify the Chief Compliance Officer of any change in the above information.


?   I agree, for private or not-for-profit organizations, to seek approval to retain my position, as described above, if the organization decides to offer securities to the public, or ceases to maintain its not-for-profit status.


?   I am aware of no other employees who are officers or directors of the organization noted above.


?   I agree to adhere to the insider trading policies of both MAWCO and the organization, and not to communicate any material non-public information in my possession regarding the organization to MAWCO’s investment advisory or research staff.


?   I will avoid participation in discussions regarding service, investment management, or other arrangements with MAWCO or its affiliates, and will recuse myself from voting on any such matters.




[OPENFIELDCOE002.GIF]



COMPLIANCE MANUAL




BN




 

Open Field Capital LLC Code of Ethics

Open Field Capital LLC (“OFC LLC”) has adopted this Code of Ethics (“Code”) to set forth appropriate standards of business conduct (a) to specify and control certain types of personal securities holdings and trading and other transactions deemed to create a conflict of interest, (b) to aid OFC LLC in preventing and detecting insider trading, and (c) to definitively establish the fundamental and ongoing obligation of OFC LLC and all its applicable personnel to be in compliance with all applicable federal securities laws.

The Code sets out OFC LLC’s ideals for the highest ethical and professional standards of business conduct and is premised on the fundamental principles of openness, integrity, honesty and trust. Every supervised person of OFC LLC is expected to not only live up to the letter of the law, but also to embrace and exemplify the ideals of OFC LLC and to persons from whom we receive confidential information.

This Code is intended to ensure that: (i) at all times the interests of OFC LLC clients will come first, (ii) all personal trading will be conducted in a manner consistent and compliant with the Code and further will be conducted in such a manner as to avoid any actual or potential conflict of interest or evidence any abuse of the inherent position of trust and responsibility, and (iii) no material nonpublic information will be used in securities trading and that confidential information of others will be safeguarded.

The Code seeks to remind supervised persons of their obligations to clients and to persons from whom we receive confidential information, as well as of the requirements regarding personal securities trading activity and reporting of personal securities transactions and holdings. To ensure that all of OFC LLC’s supervised persons are made aware of OFC LLC’s standards, a written acknowledgement of receipt and understanding of the Code will be obtained from each supervised person, which acknowledgement will confirm that he or she received a copy of the Code and any amendments thereto.

Further the Code seeks to limit access by persons who do not need access to material nonpublic information about OFC LLC’s securities recommendations or about OFC LLC’s clients’ securities holdings and transactions to perform their regular duties in keeping with OFC LLC’s duty of care to its clients such to seek to safeguard all sensitive information.

Copies of the Code will be maintained in accordance with OFC LLC’s recordkeeping requirements. A copy of such Code will be made available to all OFC LLC clients. Every OFC LLC supervised person must read and comply with the provisions of this Code or risk serious sanctions. Questions regarding the provisions of the Code should be directed to the CCO, which individual who has been given administrative responsibility for implementing the Code. Any permission or approval required to be in writing may be in email format.

DEFINITIONS

Access Person means:

any supervised person who has access to nonpublic information regarding OFC LLC’s or its clients’ purchase or sale of securities, or who is involved in making securities recommendations to OFC LLC clients, or who has access to any such recommendations that are nonpublic or to any information received by OFC LLC in confidence. This includes but is not limited to portfolio management personnel and any client service representatives who communicate investment advice to clients, administrative, technical, or clerical personnel whose regular functions or duties give them access to material nonpublic information, and any other so designated persons deemed by the CCO to have access to client trading information. As OFC LLC’s primary business is providing investment advice, all OFC LLC members, directors, officers and partners are deemed to be Access Persons. The CCO will identify all Access Persons and will inform such persons of such designation.  

Beneficial Ownership means:

the direct or indirect ownership or control of a Reportable Security.  Indirect ownership of a Reportable Security includes any right to any beneficial or pecuniary interest from holding, purchasing, or selling such Reportable Security.  An indirect beneficial interest of a Reportable Security may be deemed to exist as a result of the ownership by any of such person’s Dependents.  No person shall be considered to have “Beneficial Ownership” in a Reportable Security for purposes of this Code solely by reason of his or her possessing the power to vote or to direct the voting or the power to dispose of or to direct the disposition of the Reportable Security. An Access Person is presumed to be a beneficial owner of any Reportable Securities that are held by any of his or her Dependents.

Dependent means:

the spouse of an Access Person, any person living in an Access Person’s household who is dependent upon the Access Person for support or any persons an Access Person supports, whether or not they live with the Access Person, and any trust or ownership vehicle where the Access Person or a person supported by the Access Person is a beneficiary.

Reportable Security means :

all securities (as set forth in Section 202(a)(18) of the Advisers Act; essentially all securities), except for:

- Transactions and holdings in direct obligations of the US Government

- Money market instruments: bankers’ acceptances, bank certificates of deposit, commercial paper,    repurchase agreements, and other high quality short-term debt instruments

- Shares of money market funds

- Transactions and holdings in shares of other types of mutual funds

- Transactions in units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds

STATEMENT OF GENERAL PRINCIPLES

The following general fiduciary principles shall govern the personal investment activities of all OFC LLC Access Persons, each of which shall:

(a) at all times place the interests of OFC LLC and its clients’ funds before his or her personal interests; and shall

(b) conduct all personal securities transactions in a manner consistent with this Code, so as to avoid any actual or potential conflicts of interest, or an abuse of position of trust and responsibility; and shall

(c) not take any inappropriate personal advantage of his or her position with or on behalf of OFC LLC ; and shall

(d) comply with all applicable federal securities laws.

PERSONAL SECURITIES TRADING

All OFC LLC Access Persons must periodically report their personal securities transactions and holdings to the CCO or his or her designee who will timely review all such reports and conduct quarterly forensic testing to ensure that all Access Persons have been identified, are reporting and have acknowledged the applicability of the Code to them. Additionally certain trading-related restrictions will be imposed regarding all Access Persons’ holdings, as more specifically described below.

REQUIREMENT FOR PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS

An Access Person must obtain written approval must be obtained of the CCO or his or her designee prior to an Access Person or his or her Dependent placing any personal securities transaction (including specifically but not limited to any initial public offering or limited or private offering transactions), except for those transactions specifically detailed below which are exempted from requiring approval. All requests for pre-clearance shall be submitted in accordance with OFC LLC’s personal account trade approval procedure, as amended, a copy of which is appended hereto as Exhibit D .

In determining whether approval should be given or not, the CCO or his or her designee will use or consider the following information:

-  the issuers of securities that OFC LLC is analyzing or recommending; and will accordingly take such action as deemed appropriate to ensure that trades in these securities are only executed in a manner to ensure that clients’ always receive the best or lowest price

- the issuers about which OFC LLC has inside information, and will accordingly impose prohibitions on any trading (personal or for clients) in securities of those issuers

Exempted Transactions  

The requirement to obtain prior, written approval from the CCO or his or her designee prior to making any trade in a Reportable Security shall not apply to:

·

purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control; or

·

purchases or sales that are non-volitional (i.e. are mandatory) on the part of the Access Person or OFC LLC, including mergers, recapitalizations, or similar transactions; or

·

purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

PERSONAL HOLDINGS REPORTS

Within 10 business days of when a person becomes an Access Person a complete written report of that Access Person’s Reportable Securities holdings through direct or indirect beneficial ownership. The initial holdings report must be as of a date not more than 45 days prior to the date when the person became an Access Person.

A report of such holdings must also be provided to the CCO no less frequently than annually, which annual report shall be as of December 31 and must be provided within 30 days after that date. See the sample Holdings Report as Exhibit B regarding the minimum information required to be so reported.

All Access Persons are required to make the necessary arrangements with their respective broker(s) to timely provide the CCO with duplicate trade confirmations and quarterly account statements. Access Persons must promptly comply with any request by the CCO to provide monthly reports regardless of whether their broker has been instructed to provide duplicate account statements.  

QUARTERLY PERSONAL HOLDINGS TRANSACTION REPORTS

No later than 30 days after the close of each calendar quarter all Access Persons must submit a written report of all transactions in any Reportable Securities held in direct or indirect beneficial ownership.  

Any Access Person which has made arrangements for the CCO to receive duplicate trade confirmations or account statements will NOT be required to also additionally provide such information in a separate and thereby redundant holdings or transactions reports, provided the CCO has received such required confirmations or statements not later than 30 days after the close of the calendar quarter in which the transaction(s) takes place.

Access Persons having no personal securities transactions during the quarter must submit a report to the CCO confirming such absence of transactions not later than 30 days after the close of the calendar quarter. See the sample Transactions Report as Exhibit C regarding the minimum information required to be so reported.

REPORTING REQUIREMENTS EXCEPTIONS

No transaction or holding report(s) will be required for:

- transactions effected pursuant to an automatic investment plan, or

- securities held in an account(s) over which the Access Person had no direct or indirect influence or control.

OPENING OR CLOSING BROKERAGE ACCOUNTS

All Access Persons must notify the CCO in writing (by email or fax) when they or their Dependents open or close a brokerage or securities trading account (other than those accounts initially disclosed on the Personal Holdings Report) for themselves or for an entity over which any such person exercises investment discretion or control.  Such notification must occur no later than 10 business days after the account is opened or closed. If the assets of the account being closed are to be transferred to another account which has not previously been reported in the context of making a Personal Holdings Report, the Access Person must provide the CCO with the details of the new account.  

INITIAL PUBLIC OFFERINGS AND PRIVATE PLACEMENTS (INCLUDING PIPES)

Access Persons must obtain the CCO’s or his or her designee’s prior written approval in accordance with OFC LLC’s personal account trade approval procedure before investing in an initial public offering (“IPO”) or in a limited offering or a private placement, including a private investment in a public equity (“PIPE”).




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INSIDER TRADING

GENERAL POLICY ON INSIDER TRADING

Insider trading is illegal.  The trading of securities of publicly-traded companies while in possession of material, nonpublic information relating to those companies (including any information received in connection with any offer concerning or solicitation of any interest in any private investments in public equity, or PIPE’s, is a violation of the law and may subject OFC LLC and its personnel to penalties under federal law. Penalties for trading on or communicating material nonpublic information are severe, for individuals involved in such unlawful conduct and for their employers or other controlling persons.

The Prohibition Applies to Both Insiders and Temporary Insiders

The concept of “insider” is broad.  It includes shareholders, officers, directors and employees of a company.  In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes.  A temporary insider can include, among others, a company’s attorneys, accountants, consultants, bank lending officers, and the employees of such organizations.  In addition, OFC LLC and OFC LLC’s Access Persons may become temporary insiders of a company if either OFC LLC or any OFC LLC Access Person advises the company or performs other services on its behalf, or if any of OFC LLC’s managers or analysts follow the company.  According to the U.S. Supreme Court, the company must expect the outsider to keep the disclosed non-public information confidential and the relationship must at least imply such a duty before the outsider will be considered a temporary insider.  It is also possible that OFPP LLC could receive material non-public information indirectly through a supplier or other vendor to a public company, and Access Persons should remain alert to this possibility.

While the term “insider trading” is not specifically defined in the federal securities laws, and the law concerning insider trading is not static; it is generally understood that the law prohibits any and all of the following:

·

trading by an insider while in possession of material non-public information; or

·

trading by a non-insider while in possession of material non-public information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential, or the information was misappropriated; or

·

communicating material non-public information to others (“tipping”); or

·

assisting anyone in engaging in any of the above activities.

A more detailed discussion of important aspects and information regarding Insider Trading is attached as Exhibit A and must be carefully read and followed.

INSIDER TRADING PREVENTION PROCEDURES

All instances of possession of potential inside information regarding any company whose securities are publicly traded, especially those which are held by or may be held by OFC LLC should be immediately reported to the CCO.  

No trades should be placed in such company’s securities prior to receiving clearance from the CCO that such information is deemed to be neither material nor non-public.  Additionally no recommendations should be made regarding such securities.

Any such potential insider information should not be communicated to anyone other than the CCO and must be kept secure.  For example, the CCO must take such necessary and appropriate steps and establish procedures reasonably designed to ensure that files containing material non-public information are sealed and that access to computer files containing material non-public information is restricted.

Any unresolved questions regarding the applicability or interpretation of the foregoing procedures or regarding the propriety of any action related to insider trading, must be discussed with the CCO before trading or communicating the information to anyone.

CONFLICTS OF INTEREST AND OUTSIDE BUSINESS ACTIVITIES

Firm principals and employees are required to avoid any outside activities, interests or relationships that either directly or indirectly conflict with, or create the appearance of the existence of a conflict of interest with their ability to act in the best interests of OFC LLC and its clients. If a conflict of interest or the appearance of a conflict arises between the interests of OFC LLC or its clients and the interest of the employee, the interests of OFC LLC and its clients will prevail. The determination as to the existence or appearance of a conflict is made by the CCO in his sole discretion.

It is OFC LLC’s policy that no employee may accept employment or compensation from any other person as a result of any business activity, other than a passive investment, outside the scope of his or her relationship to OFC LLC, unless he or she has provided prompt written notice to OFC LLC and receive authorization from the CCO.  Exempted from this requirement are private securities transactions for which the representative or associate person has provided written notice to OFC LLC, received authorization for and complied with all conditions set, if any.

The following actions are prohibited without the prior written consent of the CCO:

·

Rebating, either directly or indirectly, to any person or entity any part of the compensation received from OFC LLC as an employee;

·

Accepting, either directly or indirectly, from any person or entity, other than OFC LLC, compensation of any nature as a bonus, commission, fee gratuity or other consideration in connection with any transaction on behalf of OFC LLC or a client account;

·

Beneficially owning any security or having, either directly or indirectly, any financial interest in any other organization engaged in any securities, financial or related business, except for beneficial ownership of not more that 4.9% of the outstanding securities of any business that is publicity owned; and

·

Executing transactions in securities for which any employee or an immediate family member holds a position on the board of directors or any other committee of a publicly traded company.

Confidentiality of Client, Investor and Proprietary Information

Employees are required to maintain all information regarding client and investor personal information and account activity, and OFC LLC proprietary information in the strictest confidence and to follow all privacy procedures set out elsewhere in this manual at all times.

Regulatory Investment, Disciplinary Enforcement, Litigation

Any employee that becomes the subject of a regulatory investigation, disciplinary enforcement action or litigation, or served with a subpoena, or becomes subject to any judgment, order or arrest, or is contacted by any regulatory authority must immediately inform the CCO of such.

Entertainment and Gifts

The giving or receiving of gifts or other items of value to or from persons doing business or seeking to do business with OFC LLC could call into question the independence of its judgment as a fiduciary of its clients.  Accordingly, it is the policy of OFC LLC to permit such conduct only in accordance with the limitations stated herein.

OFC LLC’s policies on gifts and entertainment are derived from industry practices. Employees should be aware that there are other federal laws and regulations that prohibit firms and their employees from giving anything of value to employees of various financial institutions in connection with attempts to obtain any business transaction with the institution, which is viewed as a form of bribery. If there is any question about the appropriateness of any particular gift, employees should consult the CCO. Under no circumstances may a gift to OFC LLC or any employee be received as any form of compensation for services provided by OFC LLC or employee.

Accepting Gifts and Entertainment

On occasion, because of an employee’s position with OFC LLC, the employee may be offered, or may receive, gifts or other forms of non-cash compensation from clients, brokers, vendors, or other persons affiliated with OFC LLC. Under no circumstances may a gift to OFC LLC or any employees be received as any form of compensation for services provided by OFC LLC or employee. Extraordinary or extravagant gifts are not permissible and must be declined or returned, absent approval by the CCO. Gifts of a nominal value (i.e., a single or multiple gifts whose reasonable aggregate value is no more than $500 annually from a single giver), customary business lunches, dinners, entertainment at which both the employee and the giver are present (e.g., sporting or cultural events), and promotional items (e.g., pens, mugs) with an aggregate annual value that does not exceed $500 may be accepted.

Giving Gifts and Providing Entertainment

Gifts to any client, broker-dealer, vendor or other person may not be used to effect a rebate or refund of fees, to correct a trade error or to offset any amount otherwise due to the recipient. Employees may not give any gift(s) with an aggregate value in excess of $500 per year to any person associated with a securities or financial organization, including exchanges, broker-dealers or other investment management firms, to members of the news media, or to prospective clients. With respect to clients, employees may not give any gift(s) with an aggregate value in excess of $500 per year.  Employees may provide reasonable entertainment to persons associated with securities or financial organizations or clients or prospective clients provided that both the employee and the recipient are present and there is a business purpose for the entertainment. Given that OFC LLC’s business is highly relationship driven, it is anticipated that employees may entertain the same person multiple times per year. However, employees should not spend more than $250 per person/per event on business meals on such occasions.

Solicitation of Gifts

All solicitation of entertainment, gifts or gratuities from any client, broker-dealer, vendor or other person is unprofessional and is strictly prohibited.

Client Complaints

Employees may not make any payments or other account adjustments to clients in order to resolve any type of complaint. All such matters must be handled by the CCO.

ERISA Considerations

ERISA prohibits the acceptance of fees, kickbacks, gifts, loans, money, and anything of value that are given with the intent of influencing decision-making with respect to any employee benefit plan. The acceptance or offering of gifts, entertainment or other items may be viewed as influencing decision-making and therefore unlawful under ERISA. In addition, many public employee benefit plans are subject to similar restrictions. Employees should never offer gifts, entertainment, or other favors for the purpose of influencing ERISA client or prospective client decision-making. Similarly, employees should not accept gifts, entertainment or other favors offered by others who wish to do business with OFC LLC or its ERISA clients.

Review of Employee Communications

All employee written correspondence related to OFC LLC’s business, and in particular client correspondence is subject to review by the CCO.  OFC LLC is required to maintain records of all employee correspondence relating to clients, client accounts, client account transactions and proprietary account transactions. In addition, OFC LLC is required to monitor employee trading activities and compliance with OFC LLC’s conflict of interest and insider trading policies and procedures. Consequently, it is OFC LLC’s policy to randomly review and/or archive all employee communications, including email and other forms of electronic communication for compliance purposes.

Employees are advised that they should have no expectation of privacy regarding personal communications that are sent or received via email.

Procedures

OFC LLC and its employees are fiduciaries to clients. If a conflict or the appearance of a conflict, between the interests of OFC LLC or its clients and investors and the interest of the employee arises, the employee must immediately notify the CCO who will take the matter under consideration, conduct any necessary investigation into the conflict or potential conflict and make a determination of what steps are to be taken. The interests of OFC LLC and its clients and investors will prevail over the interests of the employee. The determination as to the existence or appearance of a conflict of interest is made by OFC LLC in its sole discretion.

The CCO will maintain record of all conflicts and potential conflicts identified, including the ultimate resolution of the conflict and the basis therefore.

Outside Business Activities

Prompt written notice of an outside activity by an affected employee is required that includes the following information:

-

Name, address, and telephone number of the outside employer or person or entity paying the compensation;

-

A description of the nature of the outside business activity;

-

An exact description of the services to be provided by the employee;

-

The amount of compensation to be paid, if any; and

-

The anticipated duration of the outside business activity.

Entertainment and Gifts

The giving or receiving of any gifts or entertainment to or from anyone person with value exceeding $200 must be reported to the CCO, who will maintain a log of such gifts and entertainment in the form accompanying these procedures. If an employee receives or is offered, or wishes to provide, any such gift or entertainment, the employee must seek the guidance of the CCO to determine whether the employee will be permitted to accept or keep, or to provide, the gift or entertainment.

Expense Reports

The Chief Compliance Officer shall review all reports or other documentation regarding employee expense reimbursement annually to monitor compliance with this policy.

POLITICAL CONTRIBUTIONS

The SEC has stated that investment advisers who seek to influence the award by public entities of advisory contracts by making political contributions to public officials have compromised their fiduciary duty to such entities. Therefore, OFC nor any affiliated entity will not make any political contributions, whether in the U.S. or to non-U.S. officials, and prohibits all personnel from making any such contributions.

OTHER CONFIDENTIAL INFORMATION

From time to time our Access Persons may receive information from our clients, vendors or other persons with whom we deal which is proprietary, confidential or provided under an expectation of privacy. Such information must not be shared with anyone outside of OFPP LLC (orally or by any other modality) without the prior express written consent of OFPP’s Manager or a member of its Compliance Department and consent to one’s own actions will not be effective.

ADMINISTRATION OF THE CODE

REPORTING CODE VIOLATIONS

Any perceived or alleged violations of the Code must be promptly reported to the CCO and may be reported anonymously. Confidentiality shall be strictly maintained with regard to any reported alleged violations.

CODE VIOLATION PENALTIES AND SANCTIONS

Adherence to this Code is a fundamental condition of service with OFC LLC. Insider Trading violations are subject to civil and criminal penalties.

The discovery an undisclosed brokerage account held by an Access Person or his or her Dependent will result in the account having to be closed immediately. Where there is evidence of intentional or reckless non-disclosure, a severe penalty may be imposed, which may include immediate dismissal.

All penalties and sanctions imposed under this Code will be communicated in writing to the CCO for recordkeeping purposes.

The CCO is responsible for enforcing this Code and all possible violations should be promptly reported him. If the CCO determines a violation of this Code has occurred, he or she shall so advise the OFC LLC Members.  The Members may impose such sanctions as deemed appropriate, which may include, inter alia , disgorgement of profits, censure, suspension or termination.  All substantial violations of the Code and any sanctions imposed as a result thereto shall be reported periodically to the Members.  

REVIEW AND ENFORCEMENT

OFC LLC shall maintain and enforce this Code such to ensure that the provisions of the Code stay current with changes occurring within the firm and to ensure that any perceived violations are duly and timely investigated and that any necessary enforcement activity is timely performed and is duly suited to the actual violation.

RECORDKEEPING

OFC LLC will maintain records in accordance with the standard record retention requirements for investment advisers, i.e. five years, in an easily accessible place, the first two years in an appropriate office of the investment adviser. All other reports and lists that are required under this Code will also be kept in accordance with the above noted retention requirements, including but not limited to those records and retention periods detailed below:

·

the Code currently in effect and all Codes in effect at any time during the last five years

·

records of Code violations and actions taken as a result of such violations

·

copies of all executed written Acknowledgments of receipt of the Code for each supervised person who is currently or within the past five years was a supervised person of OFC LLC

·

the names of each person who is or was an Access Person at any time within the prior five years

·

the holdings and transaction reports made by Access Persons, including the approval decisions of all pre-cleared transactions

·

the records of any decisions approving Access Persons’ participation in initial public offerings and limited offerings and of the reasons supporting the decisions for at least five years after the end of the fiscal year in which the approval was granted.

FORM ADV

Part II of Form ADV requires OFC LLC to describe its code of ethics. Accordingly, OFC LLC will, upon written request, furnish clients with a copy of the Code.




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OPEN FIELD CAPITAL LLC

Code of Ethics

ACKNOWLEDGEMENT

I hereby certify that I have received and read the Open Field Capital LLC Code of Ethics and that I understand, that whether or not I am an Access Person, all its provisions apply to and bind me as a supervised person of Open Field Capital LLC, unless such provisions are specified to only pertain to an Access Person.  

Furthermore, I attest that I will comply with the Open Field Capital LLC Code of Ethics and will disclose or report all applicable securities transactions required thereunder. I also understand that any violation of the provisions of the Open Field Capital LLC Code of Ethics may subject me to sanctions, dismissal, and civil or criminal penalties.

I further certify my understanding that [       ] I am an Access Person OR [       ] I am not an Access Person (check the applicable box) such designation having been determined by the Chief Compliance Officer and communicated to me.

________________________

SIGNATURE

DATE


NAME (PRINTED)






________________________

ACCEPTED BY:  CHIEF COMPLIANCE OFFICER

DATE




James P. F. Stableford

CHIEF COMPLIANCE OFFICER NAME (PRINTED)





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MEMORANDUM

To:

CHIEF COMPLIANCE OFFICER

OPEN FIELD CAPITAL LLC

I have no direct or indirect beneficial interest in any securities trading account, other than retirement accounts sponsored by Open Field Capital LLC, as applicable, and I do not, directly or indirectly, have any beneficial interest of any kind or nature whatsoever therein or in any instrument constituting or which may be deemed to constitute a Reportable Security, as such term is defined in its broadest sense under the securities laws administered by the U.S. Securities and Exchange Commission.

________________________

SIGNATURE

DATE


NAME (PRINTED)



________________________

ACCEPTED BY:  CHIEF COMPLIANCE OFFICER

DATE




James P. F. Stableford

CHIEF COMPLIANCE OFFICER NAME (PRINTED)



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Exhibit A

Insider Trading


The Information Must Be Material .

Trading on inside information alone is not a basis for liability unless the information is material.  “Material information” generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider such information important in making his or her investment decision, or information that is reasonably certain to have a substantial effect on the price of a company’s securities.  Whether or not information was or was not material will be evaluated with 20/20 hindsight. The mere fact that someone traded on the basis of such information will contribute to the conclusion that the information was material.  WHEN IN DOUBT, ALWAYS ERR ON THE SIDE OF ASSUMING INFORMATION IS MATERIAL.

Information that should generally always be considered material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.  Note that material information may be information about either adverse or positive developments or conditions, and it may even relate to possible future events.

Material information does not have to relate to a company’s business.  For example, in one case certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security was considered to be material.  In that case, a Wall Street Journal reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Journal and whether or not those reports would, once sufficient time had elapsed for it to be digested, be favorable or not.

The Information Must Be Non-Public

 Information is deemed to be non-public if it has not been effectively communicated to the market place.  One must be able to point to some fact to show that the information can be considered to be generally public.  For example, information found in a report that is filed with the SEC, or appeared on Dow Jones, Reuters Economic Services, or in the Wall Street Journal or other publications of general daily circulation would be reasonably considered public.  Once information has become public, insiders and tipees cannot trade until the market has had sufficient time to absorb the information.  This waiting period is at least twenty-four hours, and in some situations may be longer.

Mere Possession of Material Non-Public Information While Trading May Be A Violation  

The mere possession of material , non-public information while trading in the securities may be sufficient to incur liability for insider trading.  Accordingly, the mere possession of material non-public information should be treated very seriously and the established procedures should be carefully and dutifully followed.

Penalties

Penalties for trading on or communicating material non-public information are severe and can be civil and criminal, both for individuals involved in such unlawful conduct, their employers, and supervisory personnel.  A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation.  Penalties include:

·

civil injunctions;

·

treble damages;

·

disgorgement of profits;

·

jail sentence;

·

fines of up to three times the profit gained or loss avoided for the person who committed the violation, whether or not that person actually benefited; and

·

fines for the employer or other controlling person of up to the greater of $1,000 or three times the amount of the profit gained or loss avoided.

In addition, any violation of this Code regarding insider trading can be expected to result in serious sanctions by OFC LLC, which may include dismissal of the persons involved, and which may result in civil and criminal penalties.


A-

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Exhibit B

Holdings Report for ______________________ as of _____________________

   

Access Person or Dependent’s name

o Initial Report

o Annual Report


Direct Beneficial Ownership Holdings

Date submitted: __________________


Broker name: __________________________

Broker A/C No.: __ ___________________


Security Title

Security Type

Ticker Symbol

No. of Shares

Value of Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Broker name: __________________________

Broker A/C No.: __ ___________________


Security Title

Security Type

Ticker Symbol

No. of Shares

Value of Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Broker name: __________________________

Broker A/C No.: __ ___________________


Security Title

Security Type

Ticker Symbol

No. of Shares

Value of Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Indirect Beneficial Ownership Holdings


Broker name: __________________________

Broker A/C No.: __ ___________________


Security Title

Security Type

Ticker Symbol

No. of Shares

Value of Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Broker name: __________________________

Broker A/C No.: __ ___________________


Security Title

Security Type

Ticker Symbol

No. of Shares

Value of Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


I hereby certify that the above accounts and securities constitute a full and complete record of all my and my Dependents’ Reportable Security holdings, and that I have arranged for duplicate account statements and trade confirmations to be sent by the respective brokers or banks directly to the OFC LLC CCO.


Signed by: ___________________________ (Access Person)


B-

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Exhibit C

Transaction Report for ______________ as of ___________________________

     Access Person or Dependent’s name

Date submitted: ________________


Direct Beneficial Ownership Holdings

: o   No transactions to report for the quarter


Broker name: __________________________

Broker A/C No.: __ ___________________


Security Title

Ticker Symbol

Trade Date

No. of Shares

Nature of Transaction

Transaction Share Price

Other Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Broker name: __________________________

Broker A/C No.: __ ___________________


Security Title

Ticker Symbol

Trade Date

No. of Shares

Nature of Transaction

Transaction Share Price

Other Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Indirect Beneficial Ownership Holdings:

o   No transactions to report for the quarter


Broker name: __________________________

Broker A/C No.: __ ___________________


Security Title

Ticker Symbol

Trade Date

No. of Shares

Nature of Transaction

Transaction Share Price

Other Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Broker name: __________________________

Broker A/C No.: __ ___________________


Security Title

Ticker Symbol

Trade Date

No. of Shares

Nature of Transaction

Transaction Share Price

Other Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


I hereby certify that the above accounts and securities constitute a full and complete record of all my and my Dependents’ Reportable Security transactions over the applicable period.


Signed by: ___________________________ (Access Person)


C-

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Exhibit D


PERSONAL ACCOUNT TRADE OR TRANSACTION APPROVAL PROCEDURE

In order to ensure compliance with the pre-clearance requirements specified in Open Field’s Code of Ethics the following procedures have been established.

All Access Persons’ personal account trades or transactions (including but not limited to transactions regarding initial public offerings or limited or private offerings) must be approved in writing prior to any trade or order being submitted or investment being made.  The approvals must be obtained from James Stableford, OFC’s Director of Portfolios and Chief Compliance Officer or, in his absence, from Marc Weiss. The trade approval requests (which must specify: security ticker symbol or description; proposed trade date; account name, if not the requesting individual’s sole account; and any other information deemed relevant or informative) or transaction approval requests (which must specify the issuer or entity involved, the nature and expected timing of the transaction, and any other information deemed relevant or informative) are to be emailed to James (or to Marc).

For approvals sought re publicly traded securities:

Upon receipt of the requested approval which request is to be made using the designated email address (traderequest@ofcap.com), the specific trade request details are evaluated. A response will be provided via email by replying to the traderequest@ofcap.com email as soon as practical, usually within one hour of receipt of the request. In cases where a verbal approval may be given due to circumstances which warrant requests being considered outside of regular hours and in connection with the time difference between London and the USA, any such verbal approval will be documented via email at the earliest possible opportunity, which will generally be the next business day.

The reply will be: Yes, No, or Yes with a price limit.  If a price limit is provided, it may be specified using a hi-lo range and also perhaps with reference or relation to an existing or recent order placed by OFC for a client(s). Any such price specification will, of necessity, require that the OFC client(s) be filled with a better price and any personal account trades can only be executed at an inferior, i.e. “worse” price. All personal trade approvals expire at the close of the trading day on which they are issued.

For approvals sought re initial public offerings (“IPOs”) or limited or private offerings

Upon receipt of the requested approval which request is to be made using the designated email address (traderequest@ofcap.com), the specific trade or transaction request details are evaluated. A response will be provided via email via reply to the traderequest@ofcap.com email as soon as practical. The reply will be: Yes or No or Yes with some form of qualification or limitation. All personal trade or transaction approvals for IPOs (including the exercise of pre-emptive rights) and for limited or private offerings will expire at the earliest of: the deadline for responding regarding the exercise of pre-emptive rights, the close of the trading day on which the IPO is first publicly traded, or the close of the private or limited offering investment round, as applicable.

All such approval decisions re IPOs or limited or private offerings must evaluate any client opportunity in such IPO or private or limited offering, such to ensure that to the extent appropriate and applicable all clients are provided with the same amount and type of opportunity and are not prevented from sharing in or benefiting from such opportunity to the full extent they choose because of any personal investing activity by an OFC Access Person.  In other words, no approval for an IPO or limited or private offering may be given to any OFC Access Person if such approval would in any way have a detrimental impact or negative financial effect on or regarding any client opportunity.


All such information regarding personal account transactions involving (i.e., transaction request, decision, and reason for decision) will be retained in accordance with OFC’s applicable record retention requirements.

The CCO or his designee is copied on each of these personal trade-related emails or communications in order to document, monitor and oversee the process.

Applicable OFC personnel (generally those deemed to be “Access Persons”) are requested to instruct their brokers to send copies of all their personal account brokerage trade confirms and monthly statements to the CCO or his designee, to facilitate compliance with the necessary periodic holdings and transactions reporting required by the Code.

The CCO or his designee will also obtain trade information for all OFC clients and any managed commingled investment vehicle(s). All personal account trading records will be timely reviewed in connection with the trade records of clients or the managed commingled investment vehicle (s) on no less than a quarterly basis.  Written evidence of such reviews will be created and maintained in accordance with OFC’s applicable record retention requirements.

The CCO or his designee shall use such system(s) of sampling and checking as may be deemed appropriate to verify no trades or transactions are being made in personal accounts without prior written approval, as well as to verify that any such personal trades or transactions are made only and consistently in compliance with Open Field’s Code of Ethics, procedures, and policies. The results of such sampling and review process will be documented in writing and provided periodically to OFC’s Chief Compliance Officer for his review.

Questions regarding this procedure should be addressed to OFC’s Chief Compliance Officer. These procedures will be reviewed on a periodic basis and updated if necessary.



D-

BN




Exhibit E

Whistleblower Complaint Form


General Instructions:


An employee of Open Field Capital LLC (“OFC”) who is reporting questionable accounting or auditing matters of OFC may or may not do so on an anonymous basis, at his or her sole discretion.  A non-employee’s complaint might not be reviewed if he or she fails to complete Part I(3) of this complaint form.


Please be advised that federal law prohibits OFC, as well as its officers, employees, or agents, from discharging, demoting, suspending, threatening, harassing, or otherwise discriminating against anyone who in good faith reports illegal activities of OFC.


Part I


1.

o

I would like to discuss this matter with the CCO.


2.

o

I am an employee or principal of OFC and wish to remain anonymous.


3.

o

I hereby authorize the disclosure of my identity if the CCO reasonably believes it is necessary or appropriate (see General Instructions above).

 

Name:  


Address:  


Telephone Number:  


E-Mail:  


Part II


1.

 Summary Description of Alleged Violation:  

                                                                                                        


2.

Alleged Violation is:   o Ongoing o Completed   o Unclear whether ongoing or completed


3.

Department(s) suspected of alleged violation, if applicable:  

                          


4.

Individual(s) suspected of alleged violation, if applicable:  

                          


5.

Describe all relevant facts of the alleged violation:  

                                                                                                        


6.

Describe how you became aware of the alleged violation:  

                                                                                                        


7.

Describe any steps taken to address the alleged violation prior to submitting this complaint, if any:                                                                                                                                  


8.

Who, if anyone, may be harmed or affected by this violation:  

                                                                                                        




E-

BN 12617020V1




ISF Management LLC

Code of Ethics







STATEMENT OF GENERAL POLICY .................................................................................................... 1

DEFINITIONS ............................................................................................................................................... 2

STANDARDS OF BUSINESS CONDUCT ................................................................................................. 2

PROHIBITION AGAINST INSIDER TRADING ..................................................................................... 3

G ENERAL P OLICY ......................................................................................................................................... 3

PERSONAL SECURITIES TRANSACTIONS .......................................................................................... 5

P RE -C LEARANCE R EQUIRED FOR P ARTICIPATION IN IPO S .......................................................................... 5

P RE -C LEARANCE R EQUIRED FOR P RIVATE OR L IMITED O FFERINGS ............................................................ 5

P RE - CLEARANCE R EQUIRED FOR R EPORTABLE S ECURITIES ........................................................................ 5

B LACKOUT P ERIODS .................................................................................................................................... 6

B AN ON S HORT -T ERM T RADING P ROFITS .................................................................................................... 6

P RE - CLEARANCE P ROCEDURES .................................................................................................................... 6

R EPORTING R EQUIREMENTS ........................................................................................................................ 7

PROTECTING THE CONFIDENTIALITY OF CLIENT INFORMATION ........................................ 7

C ONFIDENTIAL C LIENT I NFORMATION ......................................................................................................... 7

N ON -D ISCLOSURE OF C ONFIDENTIAL C LIENT I NFORMATION ...................................................................... 8

E MPLOYEE R ESPONSIBILITIES ...................................................................................................................... 8

S ECURITY OF C ONFIDENTIAL P ERSONAL I NFORMATION .............................................................................. 8

P RIVACY P OLICY .......................................................................................................................................... 9

E NFORCEMENT AND R EVIEW OF C ONFIDENTIALITY AND P RIVACY P OLICIES .............................................. 9

SERVICE AS A DIRECTOR OR OUTSIDE BUSINESS ACTIVITIES ................................................ 9

NO SPECIAL FAVORS ................................................................................................................................ 9

RESTRICTIONS ON GIFTS ....................................................................................................................... 9

D E M INIMIS G IFTS ..................................................................................................................................... 10

E NTERTAINMENT ....................................................................................................................................... 10

P OLITICAL C ONTRIBUTIONS M ADE BY ISF E MPLOYEES ............................................................................ 10

WHISTLEBLOWER POLICY .................................................................................................................. 10

CERTIFICATION ....................................................................................................................................... 14

I NITIAL C ERTIFICATION ............................................................................................................................. 14

A CKNOWLEDGEMENT OF A MENDMENTS .................................................................................................... 14

A NNUAL C ERTIFICATION ........................................................................................................................... 14

F URTHER I NFORMATION ............................................................................................................................ 14

RECORDS .................................................................................................................................................... 14

REPORTING VIOLATIONS AND SANCTIONS ................................................................................... 15

ATTESTATION .......................................................................................................................................... 16

DISCLOSURE OF SOCIAL MEDIA ACCOUNTS ................................................................................ 17






Table of Contents



 



Statement of General Policy

This Code of Ethics (“Code”) has been adopted by ISF Management LLC (“ISF”) and is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”).


This Code establishes rules of conduct for all employees of ISF and is designed to, among other things, govern personal securities trading activities in the accounts of employees. The Code is based upon the principle that ISF and its employees owe a fiduciary duty to ISF‘s clients to conduct their affairs,

including their personal securities transactions, in such a manner as to avoid (i) serving their own personal interests ahead of clients, (ii) taking inappropriate advantage of their position with the firm and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility.


The Code is designed to ensure that the high ethical standards long maintained by ISF continue to be applied. The purpose of the Code is to preclude activities which may lead to or give the appearance of conflicts of interest, insider trading and other forms of prohibited or unethical business conduct. The excellent name and reputation of our firm continues to be a direct reflection of the conduct of each employee.


Pursuant to Section 206 of the Advisers Act, both ISF and its employees are prohibited from engaging in fraudulent, deceptive or manipulative conduct. Compliance with this section involves more than acting with honesty and good faith alone. It means that the ISF has an affirmative duty of utmost good faith to act solely in the best interest of its clients.


ISF and its employees are subject to the following specific fiduciary obligations when dealing with clients:


The duty to have a reasonable, independent basis for the investment advice provided;


The duty to obtain best execution for a client’s transactions where the Firm is in a position to direct brokerage transactions for the client;


The duty to ensure that investment advice is suitable to meeting the client’s individual objectives, needs and circumstances; and


A duty to be loyal to clients.


In meeting its fiduciary responsibilities to its clients, ISF expects every employee to demonstrate the highest standards of ethical conduct for continued employment with ISF. Strict compliance with the provisions of the Code shall be considered a basic condition of employment with ISF. ISF’s reputation for fair and honest dealing with its clients has taken considerable time to build. This standing could be seriously damaged as the result of even a single securities transaction being considered questionable in light of the fiduciary duty owed to our clients. Employees are urged to seek the advice of , the Chief Compliance Officer, for any questions about the Code or the application of the Code to their individual circumstances. Employees should also understand that a material breach of the provisions of the Code

may constitute grounds for disciplinary action, including termination of employment with ISF.


The provisions of the Code are not all-inclusive. Rather, they are intended as a guide for employees of ISF in their conduct. In those situations where an employee may be uncertain as to the intent or purpose of the Code, he/she is advised to consult with the Chief Compliance Officer. The Chief Compliance Officer may grant exceptions to certain provisions contained in the Code only in those situations when it is clear beyond dispute that the interests of our clients will not be adversely affected or compromised. All questions arising in connection with personal securities trading should be resolved in favor of the client even at the expense of the interests of employees.


The Chief Compliance Officer will periodically report to senior management/board of directors of ISF to document compliance with this Code.


Definitions

For the purposes of this Code, the following definitions shall apply:


“Access person” means any supervised person who: has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund; or is involved in making securities recommendations to clients or has access to such recommendations that are nonpublic.


“Account” means accounts of any employee and includes accounts of the employee’s immediate family members (any relative by blood or marriage living in the employee’s household), and any account in which he or she has a direct or indirect beneficial interest, such as trusts and custodial accounts or other accounts in which the employee has a beneficial interest or exercises investment discretion.


“Beneficial ownership” shall be interpreted in the same manner as it would be under Rule 16a-

1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of Section 16 of such Act and the rules and regulations there under.


“Reportable security” means any security except that it does not include any direct obligations of the United States Government.


“Security” means any security as defined in Section 202(a)(18) of the Advisers Act.


“Supervised person” means directors, officers and partners of ISF (or other persons occupying a similar status or performing similar functions); employees of ISF; and any other person who provides advice on behalf of ISF and is subject to ISF’s supervision and control.


Standards of Business Conduct

ISF places the highest priority on maintaining its reputation for integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in our firm and its employees by our clients is something we value and endeavor to protect. The following Standards of Business Conduct sets forth policies and procedures to achieve these goals. This Code is intended to comply with the various provisions of the Advisers Act and also requires that all supervised persons comply with the various applicable provisions of the Investment Company Act of 1940, as amended, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and applicable rules and regulations adopted by the Securities and Exchange Commission (“SEC”).


Section 204A of the Advisers Act requires the establishment and enforcement of policies and procedures reasonably designed to prevent the misuse of material, nonpublic information by investment advisers. Such policies and procedures are contained in this Code. The Code also contains policies and procedures with respect to personal securities transactions of all ISF’s supervised persons as defined herein. These procedures cover transactions in a reportable security in which a supervised person has a beneficial interest in or accounts over which the supervised person exercises control as well as transactions by members of the supervised person’s immediate family.


Section 206 of the Advisers Act makes it unlawful for ISF or its agents or employees to (i) employ any device, scheme or artifice to defraud any client or prospective client, (ii) make any untrue statement of a material fact to a client or prospective client or omit to state a material fact necessary in order to make the statements made to a client or prospective client, in light of the circumstances under which they are made, not misleading, or (iii) to engage in fraudulent, deceptive or manipulative practices. This Code contains provisions that prohibit these and other enumerated activities and that are reasonably designed to detect and prevent violations of the Code, the Advisers Act and rules there under.


Prohibition Against Insider Trading

Trading securities while in possession of material, nonpublic information, or improperly communicating that information to others may expose supervised persons and ISF to stringent penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years imprisonment. The SEC can recover the profits gained or losses avoided through the illegal trading, impose a penalty of up to three times the illicit windfall, and/or issue an order permanently barring you from the securities industry. Finally, supervised persons and ISF may be sued by investors seeking to recover damages for insider trading violations.


The rules contained in this Code apply to securities trading and information handling by supervised persons of ISF and their immediate family members.


The law of insider trading is unsettled and continuously developing. An individual legitimately may be uncertain about the application of the rules contained in this Code in a particular circumstance. Often, a single question can avoid disciplinary action or complex legal problems. You must notify the Chief Compliance Officer immediately if you have any reason to believe that a violation of this Code has occurred or is about to occur.


General Policy

No supervised person may trade, either personally or on behalf of others (such as investment funds and private accounts managed by ISF), while in the possession of material, nonpublic information, nor may any personnel of ISF communicate material, nonpublic information to others in violation of the law.


1.   What is Material Information?


Information is material where there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this includes any information the disclosure of which will have a substantial effect on the price of a company’s securities. No simple test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. For this reason, you should direct any questions about whether information is material to the Chief Compliance Officer.


Material information often relates to a company’s results and operations, including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.


Material information also may relate to the market for a company’s securities. Information about a significant order to purchase or sell securities may, in some contexts, be material. Prepublication information regarding reports in the financial press also may be material. For example, the United States Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information about The Wall Street Journal’s “Heard on the Street” column.


You should also be aware of the SEC’s position that the term “material nonpublic information” relates not only to issuers but also to ISF’s securities recommendations and client securities holdings and transactions.



2.   What is Nonpublic Information?


Information is “public” when it has been disseminated broadly to investors in the marketplace. For example, information is public after it has become available to the general public through a public filing with the SEC or some other government agency, the Dow Jones “tape” or The Wall Street Journal or some other publication of general circulation, and after sufficient time has passed so that the information has been disseminated widely.


3.   Identifying Inside Information


Before executing any trade for yourself or others, including investment funds or private accounts managed by ISF (“Client Accounts”), you must determine whether you have access to material, nonpublic information. If you think that you might have access to material, nonpublic information, you should take the following steps:


Report the information and proposed trade immediately to the Chief Compliance Officer.


Do not purchase or sell the securities on behalf of yourself or others, including investment funds or private accounts managed by the firm.


Do not communicate the information inside or outside the firm, other than to the Chief

Compliance Officer.


After the Chief Compliance Officer has reviewed the issue, the firm will determine whether the information is material and nonpublic and, if so, what action the firm will take.


You should consult with the Chief Compliance Officer before taking any action. This degree of caution will protect you, our clients, and the firm.


4.   Contacts with Public Companies


Contacts with public companies may represent an important part of our research efforts. The firm may make investment decisions on the basis of conclusions formed through such contacts and

analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, a supervised person of ISF or other person subject to this Code becomes aware of material, nonpublic information. This could happen, for example, if a company’s Chief Financial Officer prematurely discloses quarterly results to an analyst, or an investor relations representative makes selective disclosure of adverse news to a handful of investors. In such situations, ISF must make a judgment as to its further conduct. To protect yourself, your clients and the firm, you should contact the Chief Compliance Officer immediately if you believe that you may have received

material, nonpublic information.


5.   Tender Offers


Tender offers represent a particular concern in the law of insider trading for two reasons: First, tender offer activity often produces extraordinary gyrations in the price of the target company’s securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and “tipping” while in the possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. Supervised persons of ISF and others subject to this Code should exercise extreme caution any time they become aware of nonpublic information relating to a tender offer.


6.   Restricted/Watch Lists


Although ISF does not typically receive confidential information from portfolio companies, it may, if it receives such information take appropriate procedures to establish restricted or watch lists in certain securities.


The Chief Compliance Officer may place certain securities on a “restricted list.” Supervised persons are prohibited from personally, or on behalf of an advisory account, purchasing or selling securities during any period they are listed. Securities issued by companies about which a number of supervised persons are expected to regularly have material, nonpublic information should generally be placed on the restricted list. The Chief Compliance Officer shall take steps to immediately inform all supervised persons of the securities listed on the restricted list.


The Chief Compliance Officer may place certain securities on a “watch list.” Securities issued by companies about which a limited number of supervised persons possess material, nonpublic information should generally be placed on the watch list. The list will be disclosed only to the Chief Compliance Officer of ISF and the Chief Compliance Officer of Conifer Securities, LLC and a

limited number of other persons who are deemed necessary recipients of the list because of their roles in compliance.


Personal Securities Transactions

ISF has adopted the following principles governing personal investment activities by ISF’s supervised persons:


The interests of client accounts will at all times be placed first;


All personal securities transactions will be conducted in such manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility; and


Supervised persons must not take inappropriate advantage of their positions.


Pre-Clearance Required for Participation in IPOs

No supervised person shall acquire any beneficial ownership in any securities in an Initial Public Offering for his or her account, as defined herein without the prior written approval of the Chief Compliance

Officer who has been provided with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the supervised person’s activities on behalf of a client) and, if approved, will be subject to continuous monitoring for possible future conflicts.


Pre-Clearance Required for Private or Limited Offerings

No supervised person shall acquire beneficial ownership of any securities in a limited offering or private placement without the prior written approval of the Chief Compliance Officer who has been provided with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the supervised person’s activities on behalf of a client) and, if approved, will be subject to continuous monitoring for possible future conflicts.


Pre-clearance Required for Reportable Securities

A supervised person may, directly or indirectly, acquire or dispose of beneficial ownership of a reportable security only if: (i) such purchase or sale has been approved by a supervisory person designated by ISF firm; (ii) the approved transaction is completed by the close of business on the second trading day after approval is received; and (iii) the designated supervisory person has not rescinded such approval prior to execution of the transaction. Post-approval is not permitted.


This policy also encompasses any fund that is advised or sub-advised by ISF Management.


Blackout Periods

No supervised person shall purchase or sell, directly or indirectly, any security on a day during which any client has a pending ‘buy’ or ‘sell’ order in that same security until that order is executed or withdrawn.


No Access Person may directly or indirectly acquire or dispose of beneficial ownership in a Reportable

Security within one calendar day before or after a Managed Portfolio trades in that Security.


Transactions permitted under the Blackout Rule must also satisfy the Pre-clearance Rule, if and to the extent the transaction is not covered by exceptions to those rules.


Note:  Any profits realized on a personal trade in violation of ISF’s Code of Ethics must be disgorged at the request of the firm. If a loss is incurred in reversing a trade that is in violation of this policy, the Access Person will be fully liable for all costs and/or losses.


Ban on Short-Term Trading Profits

Supervised persons are expected to refrain from trading for short term profits.  To discourage such trading, all profits realized from trading in “ISF Names,” within a period of sixty (60) days from the date of such supervised person most recent opening transaction in that security (e.g., the most recent

acquisition in the case of a sale, the opening of a short position in the case of a cover transaction), shall be disgorged to ISF or to a charitable organization at ISF’s direction.  If the position is being sold at a loss, the 60 day holding period will be waived.  Day trading (buying and selling in the same security on the same business day) of any security is strictly prohibited.


“ISF Names” means those securities that are currently held in any client’s portfolio.  A list of ISF’s Names is available from the Chief Compliance Officer.  If supervised person owns stock that becomes a ISF Name at some point in the future, the supervised person subject to the 60 day holding period restriction effective the day the stock becomes a ISF Name.


Pre-clearance Procedures

Pre-clearance must be obtained by logging into the Gordian Compliance Portal ( https://portal.gordiancompliance.com ) or by sending an email request to the Chief Compliance Officer. The Chief Compliance Officer or designee monitors all transactions by all supervised persons in order to ascertain any pattern of conduct which may evidence conflicts or potential conflicts with the principles and objectives of this Code, including a pattern of front-running.


If on the next calendar day following a personal trade by a supervised person, a decision is made to purchase or sell the same security for a client of ISF, the trade should be done for the client and an explanation of the circumstances must be reviewed by the Chief Compliance Officer.


Advance trade clearance in no way waives or absolves any supervised person of the obligation to abide by the provisions, principles and objectives of this Code.


Note :  The Chief Compliance Officer of the firm may deny approval of any transaction requiring pre-clearance under this Pre-clearance Rule, even if the transaction is nominally permitted under this Code, if he/she reasonably believes that denying pre-clearance is necessary for the protection of a Managed Portfolio.


The Chief Compliance Officer will monitor investment activity by the Supervised Person involving the pre-cleared transaction.


Any profits realized on a personal trade in violation of this policy must be disgorged at the request of the firm. If a loss is incurred in reversing a trade that is in violation of this policy, the Supervised Person will be fully liable for all costs and/or losses.



Reporting Requirements

1.   Brokerage Account Disclosure and Duplicate Statements and Confirmations


Every supervised person shall, annually, complete a Brokerage Account Disclosure Form.  It is the policy of ISF that each supervised person must arrange for their brokerage firm(s) to provide duplicate brokerage account statements and trade confirmations of all securities transactions or an electronic data feed containing the same information.


2.   Initial Holdings Report


Every supervised person must, no later than thirty (30) days after becoming a supervised person (and the information must be current as of no more than 45 days prior to the reporting date), each supervised person must report the following information:


The title and type, the exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount (if applicable) of each reportable security and/or reportable fund in which the supervised person had any direct or indirect beneficial ownership; and


The name of any broker, dealer or bank with whom the supervised person maintained an account in which any securities were held for the direct or indirect benefit of the supervised person


Initial Holdings Report requirement is to be satisfied by providing copies of the most recent statement for each brokerage account.


3.   Monitoring and Review of Personal Securities Transactions


The Chief Compliance Officer or a designee will monitor and review all reports required under the Code for compliance with ISF’s policies regarding personal securities transactions and applicable SEC rules and regulations on a monthly basis. The Chief Compliance Officer may also initiate inquiries of supervised persons regarding personal securities trading. Supervised persons are required to cooperate with such inquiries and any monitoring or review procedures employed by ISF. Any transactions for any accounts of the Chief Compliance Officer will be reviewed and approved by the President or other designated supervisory person. The Chief Compliance Officer shall at least annually identify all supervised persons who are required to file reports pursuant to the Code and will inform such supervised persons of their reporting obligations.


Protecting the Confidentiality of Client Information


Confidential Client Information

In the course of investment advisory activities of ISF, the firm gains access to non-public information about its clients. Such information may include a person’s status as a client, personal financial and account information, the allocation of assets in a client portfolio, the composition of investments in any

clients, advice provided by ISF to clients, and data or analyses derived from such non-public personal information (collectively referred to as “Confidential Client Information”). All Confidential Client Information, whether relating to ISF’s current or former clients, is subject to the Code’s policies and procedures. Any doubts about the confidentiality of information must be resolved in favor of confidentiality.


Non-Disclosure of Confidential Client Information

All information regarding ISF’s clients is confidential. Information may only be disclosed when the disclosure is consistent with the firm’s policy and the client’s direction. ISF does not share Confidential Client Information with any third parties, except in the following circumstances:


As necessary to provide service that the client requested or authorized, or to maintain and service the client’s account. ISF will require that any financial intermediary, agent or other service provider utilized by ISF (such as broker-dealers or sub-advisers) comply with substantially

similar standards for non-disclosure and protection of Confidential Client Information and use the information provided by ISF only for the performance of the specific service requested by ISF;


As required by regulatory authorities or law enforcement officials who have jurisdiction over ISF, or as otherwise required by any applicable law. In the event ISF is compelled to disclose Confidential Client Information, the firm shall provide prompt notice to the clients affected, so that the clients may seek a protective order or other appropriate remedy. If no protective order or other appropriate remedy is obtained, ISF shall disclose only such information, and only in such detail, as is legally required;


To the extent reasonably necessary to prevent fraud, unauthorized transactions or liability.


Employee Responsibilities

All supervised persons are prohibited, either during or after the termination of their employment with ISF, from disclosing Confidential Client Information to any person or entity outside the firm, including family members, except under the circumstances described above. A supervised person is permitted to disclose Confidential Client Information only to such other supervised persons who need to have access to such information to deliver the ISF’s services to the client.


Supervised persons are also prohibited from making unauthorized copies of any documents or files containing Confidential Client Information and, upon termination of their employment with ISF, must return all such documents to ISF.


Any supervised person who violates the non-disclosure policy described above will be subject to disciplinary action, including possible termination, whether or not he or she benefited from the disclosed information.


Security of Confidential Personal Information

ISF enforces the following policies and procedures to protect the security of Confidential Client

Information:


The firm restricts access to Confidential Client Information to those supervised persons who need to know such information to provide ISF’s services to clients;


Any supervised person who is authorized to have access to Confidential Client Information in connection with the performance of such person’s duties and responsibilities is required to keep

each business day;


All electronic or computer files containing any Confidential Client Information shall be password secured and firewall protected from access by unauthorized persons;


Any conversations involving Confidential Client Information, if appropriate at all, must be conducted by supervised persons in private, and care must be taken to avoid any unauthorized persons overhearing or intercepting such conversations.


Privacy Policy

ISF and all supervised persons, must comply with SEC Regulation S-P, which requires investment advisers to adopt policies and procedures to protect the "nonpublic personal information" of natural person clients. "Nonpublic information," under Regulation S-P, includes personally identifiable financial information and any list, description, or grouping that is derived from personally identifiable financial information. Personally identifiable financial information is defined to include information supplied by individual clients, information resulting from transactions, any information obtained in providing

products or services. Pursuant to Regulation S-P ISF has adopted policies and procedures to safeguard the information of natural person clients.


Enforcement and Review of Confidentiality and Privacy Policies

The Chief Compliance Officer is responsible for reviewing, maintaining and enforcing ISF’s confidentiality and privacy policies and is also responsible for conducting appropriate employee training to ensure adherence to these policies. Any exceptions to this policy require the written approval of the Chief Compliance Officer.


Service as a Director or Outside Business Activities

No supervised person shall serve on the board of directors of any publicly traded company or be engaged in a business activity outside of ISF without prior authorization by the Chief Compliance Officer or a designated supervisory person. Such approval will be based upon a determination that such board service or outside business activity would be consistent with the interest of ISF’s clients. Where board service is approved ISF shall implement a “Chinese Wall” or other appropriate procedure to isolate such person from making decisions relating to the company’s securities.


No Special Favors

No supervised person may purchase or sell securities pursuant to any reciprocal arrangement arising from the allocation of brokerage or any other business dealings with a third party.  Accepting information on or access to personal investments as an inducement to doing business with a specific broker on behalf of clients of ISF – regardless of the form the favor takes – is strictly prohibited.  Personal transactions which create the appearance of special favoritism should be avoided.


Restrictions on Gifts

A conflict of interest occurs when the personal interests of supervised persons interfere or could potentially interfere with their responsibilities to the Adviser and its clients. The overriding principle is that supervised persons should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Similarly, supervised persons should not offer gifts, favors,


entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the firm or the supervised person.


De Minimis Gifts

From time to time ISF and/or supervised persons may receive gifts from third parties.  Any gift received that has a value in excess of a de minimis amount should not be accepted.  Generally, a gift of more than

$500 would not be considered de minimis. Each Employee is responsible for determining the value of gifts received from third parties and whether a particular gift has de minimis value in the circumstances. However, supervised persons are reminded that the perception of a gift’s value by others is as important as the assessment of the gift’s value in the supervised person’s judgment.


From time to time, ISF and/or supervised persons may give or offer gifts to existing clients, prospective clients, or any entity that does business with or on behalf of ISF.  If the gift has a value in excess of a de minimis amount, such gift must be pre-approved by the Chief Compliance Officer.


Entertainment

No supervised person may provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of ISF. Supervised persons may provide or accept a business entertainment event, such as dinner or a sporting event, of reasonable value, if the person or entity providing the entertainment is present.


Political Contributions Made by ISF Employees

Political contributions are subject to the policies and procedures outlined in the Policies and Procedures Manual section titled “Pay to Play”. Refer to that section or speak to the Chief Compliance Officer before making any political contributions.



Whistleblower Policy



1.    Purpose .   This policy  establishes  procedures  for the receipt,  review,  and retention  of complaints relating to the Adviser’s accounting, internal accounting controls, and auditing matters.  The Adviser is committed to complying with all applicable accounting standards, accounting controls, and audit practices.  While the Adviser does not encourage frivolous complaints, the Adviser does expect its officers, employees, and agents to report any irregularities and other suspected wrongdoing regarding questionable accounting or auditing matters.  It is the Adviser‘s policy that its employees may submit complaints of such information on a confidential and anonymous basis without fear of dismissal or retaliation  of any kind.   This policy applies only to reports concerning  Accounting  Violations  (as defined in Part 3 below).


The Chief Compliance Officer is responsible for overseeing the receipt, investigation, resolution, and retention of all complaints submitted pursuant to this policy.


This policy was adopted in order to:


a.

Cause violations to be disclosed before they can disrupt the business or operations of the Adviser, or lead to serious loss;


b.   Promote a climate of accountability and full disclosure with respect to the Adviser’s accounting, internal controls, compliance matters, and Code of Ethics; and


c.    Ensure that no individual feels at a disadvantage for raising legitimate concerns.


This policy provides a means whereby individuals can safely raise, at a high level, serious concerns and  disclose  information  that  an  individual  believes  in  good  faith  relates  to  violations  of  the Compliance Manual, Code of Ethics, or law.


2.    Reporting  Persons  Protected.      This  policy  and  the  related  procedures  offer  protection  from retaliation against officers, employees, and agents who make any complaint with respect to perceived violations (referred to herein as a “Reporting Person”), provided the complaint is made in good faith. “Good faith” means that the Reporting Person has a reasonably held belief that the complaint made is true and has not been made either for personal gain or for any ulterior motive.


The Adviser will not discharge, demote, suspend, threaten, harass, or in any manner discriminate or otherwise retaliate against any Reporting Person in the terms or conditions of his employment with the Adviser based upon such Reporting Person’s submitting in good faith any complaint regarding an Accounting  Violation.    Any  acts  of retaliation  against  a Reporting  Person  will be treated  by the Adviser as a serious violation of Adviser policy and could result in dismissal.


3.    Scope of Complaints.   The Adviser encourages employees and officers (“Inside Reporting Persons”) as well as non-employees such as agents, consultants and investors (“Outside Reporting Persons”) to report irregularities and other suspected wrongdoings, including, without limitation, the following:


a.

Fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Adviser;


b.   Fraud   or  deliberate   error   in  preparation   and   dissemination   of  any   financial,   marketing, informational, or other information or communication with regulators and/or the public;


c.    Deficiencies in or noncompliance with the Adviser’s internal controls and procedures;


d.   Misrepresentation or false statement to or by a senior officer of the Adviser regarding any matters in violation of state and/or federal securities laws; or


e.    Deviation from full and fair reporting of the Adviser’s financial condition.


4.    Confidentiality of Complaint.   The Chief Compliance Officer will keep the identity of any Inside Reporting Person confidential and privileged under all circumstances to the fullest extent allowed by law, unless the Inside Reporting Person has authorized the Adviser to disclose his identity.


The  Chief  Compliance  Officer  will  exercise  reasonable  care  to keep  the  identity  of any  Outside Reporting Person confidential until it launches a formal investigation.  Thereafter, the identity of the Outside Reporting Person may be kept confidential, unless confidentiality is incompatible with a fair investigation, there is an overriding reason for identifying or otherwise disclosing the identity of such person, or disclosure is required by law, such as where a governmental entity initiates an investigation of allegations contained in the complaint.   Furthermore, the identity of an Outside Reporting Person may be disclosed if it is reasonably determined that a complaint was made maliciously or recklessly.


5.    Submitting Complaints

a.

Inside Reporting Persons should submit complaints in accordance with the following procedures: (1)  Complaints  must  be  submitted  in  writing  and  mailed  in  a  sealed  envelope  addressed  as follows:  Chief  Compliance  Officer,  Confidential  –  To  be  Opened  Only  by  the  Chief Compliance Officer.


The Chief Compliance  Officer  recommends  that Inside Reporting  Persons  use the sample Complaint Form attached to this policy when reporting violations.


(1)  If they so desire, Inside Reporting Persons may request to discuss their complaint with the Chief Compliance Officer by indicating such desire and including their name and telephone number in the complaint.


(2)  Inside  Reporting  Persons  may  report  violations  on  an  anonymous   basis.     The  Chief Compliance Officer urges any employee that is considering making an anonymous complaint to strongly consider that anonymous complaints are, by their nature, susceptible to abuse, less reliable,  and  more  difficult  to  resolve.    In  addition,  employees  considering  making  an anonymous  complaint  should  be  aware  that  there  are  significant  rights  and  protections available to them if they identify themselves when making a complaint, and that these rights and protections may be lost if they make the complaint on an anonymous basis.  Therefore, the   Adviser   encourages   employees   to   identify   themselves   when   making   reports   of Accounting  Violations.    In  responding  to  anonymous  complaints,  the  Chief  Compliance Officer will pay due regard to:


(i)  The fairness to any individual named in the anonymous complaint; (ii) The seriousness of the issue raised;

(iii) The credibility of the information or allegations in the complaint, with allegations that are conclusory  or  that  do  not  have  a  specific  factual  basis  being  likely  to  receive  less credence; and

(iv) The  ability  to  ascertain  the  validity  of  the  complaint  and  appropriately  resolve  the complaint without the assistance and cooperation of the person making the complaint.


b.   Outside Reporting Persons should submit complaints concerning violations in accordance with the following procedures:


(1)  Complaints may be submitted by e-mail to the Chief Compliance Officer or by a written letter in a sealed envelope addressed as follows:  Chief Compliance Officer, Confidential – To be Opened Only by the Chief Compliance Officer


The Chief Compliance Officer recommends that Outside Reporting Persons use the sample Complaint Form attached to this policy when reporting Accounting Violations.


(2)  Outside Reporting Persons are required to disclose their identity in any complaints submitted under this policy. Complaints submitted by non-employees on an anonymous basis may not be reviewed.


6.    Investigation of Complaints


a.

Upon receipt of a complaint, the Chief Compliance Officer (or his designated representative) will confirm  the complaint  pertains  to a violation.   Investigations  will be conducted  as quickly  as possible, taking into account the nature and complexity  of the complaint and the issues raised therein.  Any complaints submitted pursuant to this policy that do not relate to a violation will be returned to the Reporting Person, unless the Reporting Person’s identity is unknown.


b.   The Chief Compliance Officer may enlist employees of the Adviser and outside legal, accounting and other advisors, as appropriate, to conduct an investigation of a complaint.


c.

The results of each investigation will be reported timely to the Chief Compliance Officer, who will then apprise the Chief Executive Officer, and prompt and appropriate remedial action will be taken as warranted in the judgment of the Chief Executive Officer or as otherwise directed by the Chief Compliance Officer.  Any actions taken in response to a complaint will be reported to the Reporting  Person  to  the  extent  allowed  by  law,  unless  the  complaint  was  submitted  on  an anonymous basis.


d.   An Inside Reporting Person who is not satisfied with the outcome of the initial investigation or the  remedial  action  taken  with  respect  thereto,  if  any,  may  submit  directly  to  the  Chief Compliance   Officer  for  its  review  a  written  complaint   with  an  explanation   of  why  the investigation  or  remedial  action  was  inadequate.    An  Inside  Reporting  Person  may  submit  a revised complaint on an anonymous  basis in his sole discretion.   The Inside Reporting Person should forward the revised complaint to the attention of the Chief Compliance Officer in the same manner as set out above for the original complaint.


e.

The Chief Compliance  Officer  will review  the Reporting  Person's  revised  complaint,  together with documentation of the initial investigation, and determine in its sole discretion if the revised complaint merits further investigation.  The Chief Compliance Officer will conduct a subsequent investigation to the extent and in the manner it deems appropriate.  The Chief Compliance Officer may  enlist  employees  of  the  Adviser  and  outside  legal,  accounting  and  other  advisors,  as appropriate, to undertake the subsequent investigation.   The Chief Compliance Officer or its designated  representative  will  inform  the  Reporting  Person  of  any  remedial  action  taken  in response  to  a  Revised  Complaint  to  the  extent  allowed  by  law,  unless  the  complaint  was submitted on an anonymous basis.


7.    Retention  of Complaints.     The Chief  Compliance  Officer  will maintain  all complaints  received, tracking their receipt, investigation, and resolution.  All complaints and reports will be maintained in accordance with the Adviser’s confidentiality and document retention policies.


8.    Unsubstantiated Allegations.   If a Reporting Person makes a complaint in good faith pursuant to this policy and any facts alleged therein are not confirmed by a subsequent investigation, no action will be taken against the Reporting Person.  In submitting complaints, Reporting Persons should exercise due care to ensure the accuracy of the information reported.  If, after an investigation, it is determined that a  complaint  is  without  substance  or  was  made  for  malicious  or  frivolous  reasons  or  otherwise submitted in bad faith, the Reporting Person could be subject to disciplinary action.   Where alleged facts  reported  pursuant  to  this  policy  are  found  to  be  without  merit  or  unsubstantiated:    (i)  the conclusions  of  the  investigation  will  be  made  known  to  both  the  Reporting  Person,  unless  the complaint was submitted on an anonymous basis, and, if appropriate, to the persons against whom any allegation was made in the complaint; and (ii) the allegations will be dismissed.


9.    Reporting and Annual Review.    The Chief Compliance Officer will submit periodic reports to the Chief Executive Officer of all complaints and any remedial actions taken in connection  therewith. This policy will be reviewed annually by the Chief Compliance Officer, taking into account the effectiveness of this policy in promoting the reporting of Accounting Violations of the Adviser, but with a view to minimizing improper complaint submissions and investigations.


Certification


Initial Certification

All supervised persons will be provided with a copy of the Code and must initially certify in writing to the Chief Compliance Officer that they have: (i) received a copy of the Code; (ii) read and understand all provisions of the Code; (iii) agreed to abide by the Code; and (iv) reported all account holdings as

required by the Code.


Acknowledgement of Amendments

All supervised persons shall receive any amendments to the Code and must certify to the Chief Compliance Officer in writing that they have: (i) received a copy of the amendment; (ii) read and understood the amendment; (iii) and agreed to abide by the Code as amended.


Annual Certification

All supervised persons must annually certify in writing to the Chief Compliance Officer that they have: (i) read and understood all provisions of the Code; (ii) complied with all requirements of the Code; and (iii) submitted all holdings and transaction reports as required by the Code.


Further Information

Supervised persons should contact the Chief Compliance Officer regarding any inquiries pertaining to the

Code or the policies established herein.


Records

The Chief Compliance Officer shall maintain and cause to be maintained in a readily accessible place the following records:


A copy of any code of ethics adopted by the firm pursuant to Advisers Act Rule 204A-1 which is or has been in effect during the past five years;


A record of any violation of ISF’s Code and any action that was taken as a result of such violation for a period of five years from the end of the fiscal year in which the violation occurred;


A record of all written acknowledgements of receipt of the Code and amendments thereto for each person who is currently, or within the past five years was, a supervised person which shall be retained for five years after the individual ceases to be a supervised person of ISF;


A copy of each report made pursuant to Advisers Act Rule 204A-1, including any brokerage confirmations and account statements made in lieu of these reports for a period of at least five years after the end of the fiscal year in which the report is made, the first two years in an easily accessible place;


A list of all persons who are, or within the preceding five years have been, access persons;


A record of any decision and reasons supporting such decision to approve a supervised persons’ acquisition of securities in IPOs and limited offerings within the past five years after the end of the fiscal year in which such approval is granted.


Reporting Violations and Sanctions

All supervised persons shall promptly report to the Chief Compliance Officer or an alternate designee all apparent violations of the Code. Any retaliation for the reporting of a violation under this Code will constitute a violation of the Code.


The Chief Compliance Officer shall promptly report to senior management all apparent material violations of the Code. When the Chief Compliance Officer finds that a violation otherwise reportable to senior management could not be reasonably found to have resulted in a fraud, deceit, or a manipulative practice in violation of Section 206 of the Advisers Act, he or she may, in his or her discretion, submit a written memorandum of such finding and the reasons therefore to a reporting file created for this purpose in lieu of reporting the matter to senior management.


Senior management shall consider reports made to it hereunder and shall determine whether or not the Code has been violated and what sanctions, if any, should be imposed. Possible sanctions may include reprimands, monetary fine or assessment, or suspension or termination of the employee’s employment with the firm.






ISF Management LLC


Code of Ethics


Attestation

I have read and reviewed the entire contents of ISF’s Code of Ethics and have obtained an interpretation of any provision about which I had a question. I accept responsibility for understanding, complying with and when appropriate, seeking guidance regarding the Code.


I will report violations of the Code, laws or other ISF’s policies of which I am aware or that I suspect have taken place. I understand that I am required to cooperate fully with the ISF in any investigation of violations. I understand that my failure to comply with the Code or other policies or procedures may result in disciplinary action, up to and including termination.




PRINTED NAME:                                   


SIGNATURE:                                   

DATE:                                   






ISF Management LLC


Disclosure of Social Media Accounts



All social media accounts must be disclosed to the compliance officer of ISF within 10 days of acceptance of employment and annually thereafter. Accounts that must be disclosed include:


Any account owned, operated, or in regards to an employee of ISF.


Accounts for any outside business activity owned, operated, or for the benefit of an employee of ISF.


Requirements for Outside Accounts

Upon acceptance of employment with the Firm, each employee is required to notify the compliance officer in writing of any/all accounts by completing this form .


Request for Duplicate Account Statements

If required by ISF, Gordian Compliance will initiate the process for archiving records of your social media accounts.


Review of Account Activity (Transactions)

Upon receipt of notification and subsequent approval of accounts, Gordian Compliance and the firm’s compliance officer will be responsible for monitoring and closely reviewing any/all activity within the account.  The monitoring of such accounts will occur by viewing the accounts online and/or reviewing archived material.


Acknowledgement and Consent

I hereby attest that I have read and understand the aforementioned policies involving employee social media accounts. I affirm that I have disclosed all accounts and that I have provided all necessary documentation as prescribed in the Firm’s compliance manual and in this disclosure document:


No social media accounts to disclose.



Employee’s Signature:                                   


Print Name of Employee: ________________________________

Date: _______________


Please attach a copy of your most recent statement and complete the information below:


Name of Social Media Site

Email associated with the account

Name on the Account

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Whistleblower Complaint Form


General Instructions:


An employee of the Adviser who is reporting questionable accounting or auditing matters of the Adviser may or may not do so on an anonymous basis, at his sole discretion.  A non-employee’s complaint might not be reviewed if he fails to complete Part I(3) of this complaint form.


Please be advised that federal law prohibits the Adviser, as well as its officers, employees, or agents, from discharging,  demoting,  suspending,  threatening,  harassing,  or otherwise  discriminating  against  anyone who in good faith reports illegal activities of the Adviser.


Part I


1.     o?   I would like to discuss this matter with the Chief Executive Officer.



2.     o?   I am an employee or officer of the Adviser and wish to remain anonymous.



3.     o?   I  hereby  authorize  the  disclosure  of  my  identity  if  the  Chief  Compliance  Officer  reasonably believes it is necessary or appropriate (see General Instructions above).


Name:                                     


Address:                                     


Telephone Number:                                     


E-Mail:                                     


Part II


1.

Summary Description of Alleged Violation:                                       




2.   Alleged Violation is:   o Ongoing o Completed   o Unclear whether ongoing or completed                                   




3.    Department(s) suspected of alleged violation, if applicable:                                     




4.    Individual(s) suspected of alleged violation, if applicable:                                     




5.    Describe all relevant facts of the alleged violation:                                     




6.    Describe how you became aware of the alleged violation:                                     



7.    Describe any steps taken to address the alleged violation prior to submitting this complaint, if any:                                     


\


8.    Who, if anyone, may be harmed or affected by this violation:                                     

TURNER INVESTMENTS, L.P.


CODE OF ETHICS AND PERSONAL TRADING POLICY


STANDARDS OF BUSINESS CONDUCT:


Turner Investments, L.P. (“Turner”) owes a fiduciary duty to all of its clients.  All Turner employees have an affirmative duty of utmost good faith to deal fairly, to act in our clients’ best interests at all times, and to make full and fair disclosure of material facts. To fulfill this duty:


1.   We shall conduct business in a fair, lawful, and ethical manner;


2.   We at all times shall furnish individualized, competent, disinterested, and continuous advice to our clients regarding the sound management of their investments;


3.   We shall develop a reasonable, independent basis for our investment advice;


4.   We shall offer our clients only those pre-approved products/services that have been determined to be appropriate for their specific needs and which provide fair value;


5.   We shall respect and protect the right to privacy of all our clients by keeping all information about clients (including former clients) in strict confidence;


6.   We shall seek to obtain best execution on behalf of each client, and brokers are selected with a view to obtaining best execution. Turner believes that best execution is typically achieved not by negotiating the lowest commission rate, but by seeking to obtain the best overall result (including price, commission rate and other relevant facts) for the client, all as more fully set forth in Turner’s Best Execution Policy in its Compliance Manual;


7.   We shall avoid and eliminate all actual or apparent conflicts of interest because we owe our clients undivided loyalty. When a conflict cannot be avoided or eliminated, full and fair disclosure of the conflict shall be made to the parties involved;


8.   Management of Turner shall lead by example, creating an environment encouraging honesty and fair play by all employees in the conduct of his or her duties; and


9.   Management of Turner shall review (and find acceptable) the qualifications, experience and training of all individuals prior to assigning any supervisory responsibilities.


COMPLIANCE WITH FEDERAL SECURITIES LAWS:


Employees must comply with all applicable federal securities laws.  Employees shall have and maintain sufficient knowledge of all laws that govern their duties and profession. Compliance with applicable federal securities laws is an essential part of upholding our fiduciary duty to our clients.


Employees are not permitted in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a client:


1.   To defraud such client in any manner;


2.   To mislead such client, including by making a statement that omits material facts;


3.   To engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon such client;


4.   To engage in any manipulative practice with respect to such client; or


5.   To engage in any manipulative practice with respect to securities, including price manipulation.


PREVENTION OF MISUSE OF MATERIAL NONPUBLIC INFORMATION:


To guarantee professional, candid, and confidential relationships to our clients, employees shall maintain the confidentiality of all information entrusted to us by our clients.  Material, nonpublic information about Turner’s securities recommendations and about client securities holdings and transactions shall not be misused in violation of the Securities Exchange Act of 1934 or the Investment Advisers Act of 1940, or the rules and regulations thereunder. This information is not to be used for personal gain or to be shared with others for their personal benefit.


Turner’s policy and procedures for the prevention of insider trading set forth elsewhere in its Compliance Manual are incorporated into this Code of Ethics.


REPORTING OF PERSONAL INVESTMENTS AND TRADING (PERSONAL TRADING POLICY):


A.

Personal investments: An employee should consider himself the beneficial owner of those securities held by him, his spouse, his minor children, a relative who shares his house, or persons by reason of any contract, arrangement, understanding or relationship that provides him with sole or shared voting or investment power.


B.

Employees are barred from purchasing any securities (to include Common Stock and related Options, Convertible securities, Options, or Futures on Indexes) in which the firm has either a long or short position.  If an employee owns a position in any security, he must get written

pre-clearance from the Chairman or President to add to or sell the position; pre-clearance of sales of securities may be obtained from the Chief Operating Officer if the Chairman or President is not

available.  ALL SECURITY TRANSACTIONS (BUY OR SELL) REQUIRE WRITTEN

CLEARANCE IN ADVANCE.  Approval is good for 48 hours; if a trade has not been executed, subsequent approvals are necessary until the trade is executed. The Exception Committee (including the Chairman, President, and Chief Compliance Officer) must approve any exceptions to this rule.


C.

Employees may not purchase initial public offerings. Transactions in private placements/limited partnerships, closed-end funds and exchange traded funds require written pre-clearance.  Mutual fund and 529 Plan transactions are excluded from pre-clearance, including open-end exchange traded funds. All mutual funds for which Turner serves as investment adviser or sub-adviser must be reported. Transactions in individual securities in IRAs, and Rollover IRAs that are

self-directed (i.e. stocks or bonds, not mutual funds), and ESOP's (employee stock ownership plans) require pre-clearance.  Pre-clearance is not required for non-volitional transactions, including automatic dividend reinvestment and stock purchase plan acquisitions, gifts of securities over which an employee has no control of the timing of the gift, and transactions that result from corporate action applicable to all similar security holders (such as stock splits, tender offers, mergers, stock dividends, etc.). Non-volitional transactions should be reported. The Exception Committee (including the Chairman, President, and Chief Compliance Officer) must approve any exceptions to this rule.


D.

Blackout Restrictions: Employees are subject to the following restrictions when their purchases and sales of securities coincide with trades of Turner Clients (including investment companies):


1.   Purchases and sales within three days following a client trade. Employees are prohibited

from purchasing or selling any security within three calendar days after a client transaction in the same (or a related) security. The Exception Committee must approve exceptions.  If an

employee makes a prohibited transaction without an exception the employee must unwind the

transaction and relinquish any gain from the transaction to charity.


2.   Purchases within seven days before a client purchase. An employee who purchases a security within seven calendar days before a client purchases the same (or a related) security is prohibited from selling the security for a period of six months following the client’s trade.

The Exception Committee must approve exceptions.  If an employee makes a prohibited sale without an exception within the six-month period, the employee must relinquish any gain from the transaction to charity.


3.   Sales within seven days before a client sale.  An employee who sells a security within seven days before a client sells the same (or a related) security must relinquish to charity the difference between the employee’s sale price and the client’s sale price (assuming the employee’s sale price is higher). The Exception Committee must approve exceptions.


4.   These restrictions do not apply to proprietary investment partnerships for which the firm acts as an adviser in which the officers and employees of the adviser have an equity interest of less than 50%.


E.

Short Term Trading Rule - Employees may not take profits in any individual security in less than

60 days (includes Options, Convertibles and Futures). If an individual must trade within this period, the Exception Committee must grant approval or the employee must relinquish such

profits to charity. The closing of positions at a loss is not prohibited.  Options that are out of the

money may be exercised in less than 60 days. Turner’s proprietary partnerships may take profits in less than 60 days. Mutual fund transactions are excluded from this rule.


F.

Reporting: Consistent with the requirements of the Investment Advisers Act of 1940 - Rule 204 and with the provisions of Rule 17j-1 of the Investment Company Act of 1940, all employees are considered access persons and must submit the following:


1.    Initial Holdings Report - within ten (10) days of hire, all new employees are required to file a signed and dated Initial Holdings Report, setting forth the title, type of security and exchange ticker symbol or CUSIP number, the number of shares, and the principal amount of each covered security in which they have any direct or indirect beneficial ownership; and the name of any broker, dealer, or bank with whom an account is maintained in which any covered securities are held for their direct or indirect benefit. The information must be current as of a date no more than 45 days prior to the date the person becomes an employee.


2.    Annual Holdings Report - on an annual basis, all employees are required to file within thirty (30) days of year-end a signed and dated Annual Holdings Report listing all securities beneficially owned as of December 31 st . Within this Report, all employees must list the title and exchange ticker symbol or CUSIP number, the number of shares, and the principal amount of each covered security in which they had any direct or indirect beneficial ownership; and the name of any broker, dealer, or bank with whom an account was maintained in which any covered securities were held for their direct or indirect benefit. The information must be current as of a date no more than 45 days prior to the date the report was submitted.


3.    Quarterly Transaction Reports - All employees must disclose and certify within ten (10) days following the end of each calendar quarter all transactions they have executed during the preceding calendar quarter, and provide duplicate statements/confirmations. For each transaction, employees are required to report the date of the transaction, the title, type of security, and exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each covered security involved; the nature of the transaction (i.e., purchase, sale, or other type of acquisition/disposition); the price at which the transaction was effected; the name of any broker, dealer, or bank through which the transaction was effected; and the date the employee certifies. Statements/confirms are reviewed by one of the firm’s Series 24 principals. Transactions in brokerage accounts, IRAs, Rollover IRAs (which are self-directed), ESOPs, private placements, and limited partnerships must all be reported.


4.    Annual Certification - All employees are required to certify annually to the Compliance Department that: (i) they have read and understand the Personal Trading Policy/Code of Ethics; (ii) they have complied with all requirements of the Personal Trading Policy/Code of Ethics; and (iii) they have reported all transactions required to be reported under the Personal Trading Policy/Code of Ethics.


All employees are also required in connection with their reporting to direct their brokers to provide monthly, quarterly and transaction by transaction confirmations of all brokerage account activity separately to Turner’s Compliance Department.


G.

Violation of the Personal Investments/Code of Ethics policy may result in disciplinary action, up to and including termination of employment.


CFA INSTITUTE CODE OF ETHICS AND STANDARDS OF PROFESSIONAL CONDUCT:


Turner has incorporated the CFA Institute Code of Ethics and Standards of Professional Conduct into its Code of Ethics. The CFA Institute Code and Standards can be found at: http://www.cfainstitute.org/pdf/standards/english_code.pdf


CODE VIOLATIONS AND REPORTING OF CODE VIOLATIONS:


Violation of the Code of Ethics may result in disciplinary action, up to and including termination of employment.


Employees shall promptly report any violations of the Code of Ethics to Turner’s Chief Compliance Officer.  Such reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately.  The sooner the Compliance Department learns of a violation, the sooner Turner can take corrective measures.



ACKNOWLEDGED RECEIPT OF CODE OF ETHICS:


Turner will make available to all employees a copy of its Code of Ethics and any material amendments.   Employees are required to acknowledge, in writing, their receipt of the code and any material amendments.


ANNUAL REVIEW:


The Chief Compliance Officer will review, at least annually, the adequacy of the Code and the effectiveness of its implementation.



Trading Disclosures and Holdings Report Policy


As you are aware, Turner must comply with the industry's ethics rules.  We may have taken a broader stance than other companies regarding Trading Disclosures and Holdings Reporting, but it is this strict code of ethics and attention to detail that has made Turner what it is today, an employer of choice and leader within our industry.


As employees of Turner, we agree to abide by internal policies and procedures.  We must be aware that quarterly Trading Disclosures and Holdings Reporting is a requirement of our employment at Turner.


I T IS YOUR INDIVIDUAL RESPONSIBILITY TO PROVIDE THIS INFORMATION , WITHIN 10 DAYS OF THE CLOSE OF THE QUARTER END .


W E HOLD SPECIAL APPRECIATION FOR THOSE INDIVIDUALS WHO HAVE COMPLIED STRICTLY AND CONSISTENTLY , AND SUPPORT THEIR GOOD EFFORTS IN THAT REGARD .


WE WILL NOT TOLERATE A VIOLATION OF THIS POLICY; THEREFORE A PENALTY MUST BE SET FOR THOSE WHO CONSCIOUSLY DISREGARD THIS POLICY.  ANY EMPLOYEE WHO HAS NOT MET THE REQUIREMENTS OF THE TRADING DISCLOSURES AND HOLDINGS REPORT  POLICY  AND  PROVIDED  SUCH  INFORMATION  TO  THE  COMPLIANCE DEPARTMENT BY THE CLOSE OF BUSINESS ON THE 10TH DAY AFTER QUARTER END WILL BE SUBJECT TO DISCIPLINARY ACTION.   SUCH DISCIPLINARY ACTION MAY INCLUDE A WRITTEN DISCIPLINARY LETTER TO BE INCLUDED IN THE EMPLOYEE’S PERMANENT EMPLOYMENT RECORDS OR A REQUIREMENT THAT THE EMPLOYEE LEAVE THE PREMISES AND STAY AWAY WITHOUT PAY UNTIL THE REPORT HAS BEEN FILED.


Future disregard of this policy by any individual will result in further disciplinary action (including the possibility of termination), the severity depending on the liability such disregard places upon Turner, among other factors.


Last Amended: February 1, 2011


TURNER INVESTMENTS, L.P. TURNER INTERNATIONAL, LTD .


FORM OF QUARTERLY TRANSACTION REPORT*


Transaction Record of Securities Directly or Indirectly Beneficially Acquired or Sold

For the Quarter Ended  


Employee Name:     

 Submission Date:    


Please Note: Effective in the Second Quarter 2009, all quarterly reporting may be made electronically via the iTrade Examiner web-based system.


Securities Transactions – List all purchases or sales of securities (other than the securities indicated on the next page) in the quarterly period covered by this report.


*NOTE: This includes security transactions executed by you, your spouse, your minor children, a relative who resides with you, or persons by reason of any contract, arrangement, understanding or relationship that provides you or them with sole or shared voting or investment power over securities transactions.


Date of Transaction

Name of Issuer

No. of Shares (if

Principal Amount,

Type of

Price

Name of Entity

 

and Title of

applicable)

Maturity Date and

Transaction

 

Effecting Transaction

 

Security (with

TICKER or

CUSIP)

 



Interest Rate



(buy or sell)

 

 

 

 

 

(if applicable)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

• See next page for important reporting requirements, including applicable exceptions.

• If you need additional space, please continue on the back of this Report.

• The reporting of transactions on this form is not considered an admission that the reporting person has any direct or indirect beneficial ownership in the security listed.

• If you had no reportable transactions during the quarterly period covered by this Report, please check here.



2) Related Questions:








Did you report all transactions executed by you, your spouse, your minor children, a relative who resides with you, or persons by reason of any contract, arrangement, understanding or relationship that provides you or them with sole or shared voting or investment power over securities transactions?   Yes

No



Did you purchase a variable annuity or variable life insurance product during the quarterly period covered by this Report?   Yes

No

If so, from whom and when?    


Did you invest in a 529 Plan during the quarterly period covered by this Report?   Yes

No

If so, from whom and when?    


3) Securities Accounts


If you established an account during the quarterly period covered by this Report, please provide the following information:

Name of Broker, Dealer or Bank

Date Account was Established

Name(s) on and Type of Account

 

 

 

 

 

 

 

 

 

 

 

 

• If you did not establish a new securities account during the quarter, please check here.


4) Mutual Fund Holdings


If you invested (bought or sold shares) in an open-end mutual fund advised or sub-advised by Turner Investments, L.P. other than through the Turner 401(k)

plan, during the quarterly period covered by this Report, please provide the following information:

Name of Fund

Date of Transaction (buy or sell)

Name(s) on and Type of Account

 

 

 

 

 

 

 

 

 

 

 

 

• If you did not invest in an open-end mutual fund advised or sub-advised by Turner Investments, L.P. or other than through the Turner 401(k) plan, during

the quarterly period covered by this Report, please check here .




5) Securities Transaction Reporting Requirements and Exceptions:








YOU DO NEED TO REPORT TRANSACTIONS IN:   stocks, municipal bonds, corporate bonds, closed-end funds, mutual funds for which a Turner entity serves as adviser or subadviser (unless through Turner’s 401(k) Plan), ETFs (including SPDRs) and options on stocks and bonds.


YOU DO NOT NEED TO REPORT TRANSACTIONS IN:   bankers’ acceptances, certificates of deposit, U.S. government securities and commercial paper, 529 Plans and mutual funds unless a Turner entity serves as adviser or subadviser or unless it is an ETF.


By signing this document, I certify that I have included on this Report all securities transactions and accounts required to be reported pursuant to the Code of

Ethics.




Print Name :    

Signature :  





TURNER INVESTMENTS, L.P. Personal Trading Approval Form

Please Note: Effective in the Second Quarter 2009, all pre-trade approvals may be obtained

electronically via the iTrade Examiner web-based system.




Employee Name

Date

Security

Buy/Sell

Quantity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 





Approved By:





Name

Date/Time


This approval is valid for 48 hours. If the security in question is not purchased or sold within 48 hours, you must obtain re-approval. (Thomas R. Trala, Jr. or Christopher

McHugh may approve if Robert or Mark Turner are not reasonably available.) Please return the original to the Compliance Department immediately.






Distribution:

Original to Compliance File

Copy to Employee

Turner Investments, L.P.


Form of Code of Ethics Annual Certification for Access Persons


Please Note: Effective in the Second Quarter 2009, all certifications may be made electronically via the iTrade Examiner web-based system.


Certification of Compliance with the Code of Ethics: Under Turner’s Code of Ethics, all Turner employees are required to certify annually to the Turner Compliance Department that: (i) they have read and understand its Code of Ethics; (ii) they have complied with all requirements of the Code of Ethics; and (iii) they have reported all transactions required to be reported under the Code of Ethics. You must respond to the following questions and then submit this form upon completion to the Compliance Department. If you need to refer to the Code, please see the Compliance Manual located on the employee website, or ask someone in the Compliance Department.


Please read the following statements before you begin, then check the applicable boxes. When you have answered the questions, please submit this completed form to Compliance by the requested date.


Part One: (Please check the applicable box.)


I hereby certify and understand that I am an Access Person.

Yes

No

I understand that an Access Person should consider himself/herself the beneficial owner of

securities held by their spouse, their minor children, a relative who shares their house, or persons by reason of any contract, arrangement, understanding or relationship that provides

them with sole or shared voting or investment power.

Yes

No


Part Two: (Please check the applicable box. If you did not have any outside business activities or transactions or gifts to report, please note this at the bottom.)


By answering “ yes ” to the following statements and submitting this form upon completion to the

Compliance Department, I hereby certify that:


I have read and I understand Turner’s Code of Ethics (“Code”), and I recognize that I am

subject to the requirements of the Code.

Yes

No

I have reported any outside business activities I am engaged in to the Compliance

Department.

Yes

No

I have reported to a Turner Compliance Officer all de minimis gifts accepted from clients,

vendors, participants, etc. on a Gift Reporting Form.

Yes

No

I have notified the Compliance Department of any brokerage accounts I have, and I have

reported all securities transactions required to be reported by instructing my broker to provide duplicate transaction confirmations and statements to Compliance.

Yes

No

I have obtained written pre-approval for each of my securities trades.  I have forwarded the

original signed approval form to Compliance where appropriate.

Yes

No

I have reported all of my transactions/holdings to the Compliance Department

Yes

No


Please note any exceptions to the above statements :





Signature:

 

Date:  





TURNER INVESTMENTS, L.P.



Initial Holdings Report



Employee Name:     




Security Name

Type

(stock, mutual fund)

No. of

Shares Held

Form Held

(physical, custodied)

Custodian/Broker (if

applicable)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(Please attach an additional page if more space is required)


Acknowledged

Date/Time






Your current securities holdings are grand fathered, but written pre-clearance is required before you add to, or sell any of these holdings. Please submit this list of all holdings within 10 days of your employment date to the Compliance Department. All future securities transactions (excluding mutual funds and certain other securities as set forth in the Code of Ethics) require written pre-clearance from Bob or Mark Turner, Chris McHugh or Tom Trala.


Please Note: Effective in the Second Quarter 2009, all holdings reporting may be made electronically via the iTrade Examiner web-based reporting system.


Distribution:

Original to Compliance File

Copy to Employee




SAMPLE EMPLOYEE DUPLICATE CONFIRM REQUEST LETTER










VIA FIRST CLASS MAIL



[Date]


[Company Name] [Address 1] Address 2

[City, State, Zip Code]


Re:

Rule 407

[Employee Name] – SS#  000-00-000


To Whom It May Concern:


[Employee Name] is an employee of Turner Investments, L.P., a federally registered Investment Adviser under the Investment Advisers Act of 1940, as amended (the “Act”).  He has permission to maintain the above-referenced brokerage account at [Company Name].


Please send duplicate confirms and statements for any applicable accounts in his name and other related persons covered under the Act to the address below:


Turner Investments, L.P.

c/o Compliance Department

1205 Westlakes Drive, Suite 100

Berwyn, PA 19312


Please feel free to contact me at (484) 329-2425 if you have any questions or need any information regarding this matter. Thank you.


Very truly yours,





Brian F. McNally

General Counsel and Chief Compliance Officer


cc:

Compliance File

Employee

APPENDIX H


CODE OF ETHICS


Adopted June 1, 2012


I.          INTRODUCTION


High ethical standards are essential for the success of the Adviser and to maintain the confidence of clients and investors in investment funds managed by the Adviser (“clients”).  The Adviser’s long-term business interests are best served by adherence to the principle that the interests of clients come first. We have a fiduciary duty to clients to act solely for the benefit of our clients.  All personnel of the Adviser, including directors, officers and employees of the Adviser must put the interests of the Adviser’s clients before their own personal interests and must act honestly and fairly in all respects in dealings with clients. All personnel of the Adviser must also comply with all federal securities laws.    In recognition of the Adviser’s fiduciary duty to its clients and the Adviser’s desire to maintain its high ethical standards, the Adviser has adopted this Code of Ethics (the “Code”) containing provisions designed to prevent improper personal trading, identify conflicts of interest and provide a means to resolve any actual or potential conflicts in favor of the Adviser’s clients.


Adherence to the Code of Ethics and the related restrictions on personal investing is considered a basic condition of employment by the Adviser.  If you have any doubt as to the propriety of any activity, you should consult with the Compliance Officer, who is charged with the administration of this Code of Ethics.


II.         DEFINITIONS


1.

Access Person means any partner, officer, director, member or employee of the Adviser, or other person who provides investment advice on behalf of the Adviser and is subject to the supervision and control of the Adviser (i) who has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding portfolio holdings of any reportable fund or (ii) who is involved in making securities recommendations to clients (or who has access to such recommendations that are nonpublic).


2.

Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation, including a dividend reinvestment plan.


3.

Beneficial  ownership  includes  ownership  by  any  person  who,  directly  or  indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect financial interest other than the receipt of an advisory fee.


4.

Covered Person means any director/manager, officer, employee or Access Person of the

Adviser.


5.

Personal Account means any account in which a Covered Person has any beneficial ownership.


6.

Reportable Security means a security as defined in section 202(a)(18) of the Act (15

U.S.C.  80b-2(a)(18))  and  includes  any  derivative,  commodities,  options  or  forward contracts relating thereto, except that it does not include:


(i)

Direct obligations of the Government of the United States;


(ii)        Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;


(iii)

Shares issued by money market funds;


(iv)       Shares issued by registered open-end funds other than exchange-traded funds and other than registered funds managed by the Adviser or registered funds whose adviser or principal underwriter controls the Adviser, is controlled by the Adviser, or is under common control with the Adviser (each a “Reportable Fund”); and


(v)        Shares issued by unit investment trusts that are invested exclusively in one or more registered open-end funds, none of which are reportable funds.


7.

Restricted Security means any security that (1) a client owns or is in the process of buying or selling; or (2) the Adviser is researching, analyzing or considering buying or selling for a client.


8.

Short Sale means the sale of securities that the seller does not own.  A Short Sale is "against the box" to the extent that the seller contemporaneously owns or has the right to obtain securities identical to those sold short, at no added cost.


III.

APPLICABILITY OF CODE OF ETHICS


Personal Accounts of Covered Persons . This Code of Ethics applies to all Personal Accounts of all Covered Persons.


A Personal Account also includes an account maintained by or for:


•   A Covered Person's spouse (other than a legally separated or divorced spouse of the Covered

Person) and minor children;


•   Any immediate family members who live in the Covered Person’s household;


•   Any persons to whom the Covered Person provides primary financial support, and either (i) whose financial affairs the Covered Person controls, or (ii) for whom the Covered Person provides discretionary advisory services; and


•   Any partnership, corporation or other entity in which the Covered Person has a 25% or greater beneficial interest, or in which the Covered Person exercises effective control.


A comprehensive list of all Covered Persons and Personal Accounts will be maintained by the

Adviser’s Compliance Officer.


IV.

RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES


1.

General .   It is the responsibility of each Covered Person to ensure that a particular securities transaction being considered for his or her Personal Account is not subject to a restriction contained in this Code of Ethics or otherwise prohibited by any applicable laws. Personal  securities  transactions  for  Covered  Persons  may  be  effected   only   in accordance with the provisions of this Section.


2.

Preclearance of Transactions in Personal Account .  A Covered Person   must obtain the prior written approval of the Compliance Officer before engaging in any transaction in his or her Personal Account.  The Compliance Officer may approve the transaction if the Compliance Officer concludes that the transaction would comply with the provisions of this Code of Ethics and is not likely to have any adverse economic impact on clients.  A request for preclearance must be made by completing the Preclearance Form and submitting it to the Compliance Officer in advance of the contemplated transaction.   A Preclearance Form is attached as Attachment A .  Generally, any security appearing on the Restricted Security list will not be approved for personal trading.


Any approval given under this paragraph will remain in effect for 24 hours.


3.          Initial  Public  Offerings .    A  Covered  Person  may  not  acquire  any  direct  or  indirect beneficial ownership in any securities in any initial public offering without prior written approval of the Compliance Officer.


4 .           Private Investments and Limited Offerings .  A Covered Person may not acquire any direct or indirect beneficial ownership in any securities of any private investment or limited offering without prior written approval of the Compliance Officer.


5.          Service on Boards of Directors; Other Business Activities .  A Covered Person shall not serve  as  a  director  (or  similar  position)  on  the  board  or  a  member  of  a  creditors committee of any company unless the Covered Person has received written approval from the Compliance Officer and the Adviser has adopted policies to address such service.  Authorization will be based upon a determination that the board service would not be inconsistent with the interest of any client account.  At the time a Covered Person submits the initial holdings report in accordance with Section VI.3 of this Code of Ethics, the Covered Person will submit to the Compliance Officer a description of any business activities in which the Covered Person has a significant role.   A Form of Report on Outside  Business  Activities  is  Attached  as   Attachment  E .    Any  outside  business activities of an Access Person must be approved by the Compliance Officer.


6.          Short Term or Excessive Trading .   The Adviser believes that short term or excessive personal trading by its Covered Persons can raise compliance and conflicts issues. Accordingly, no Covered Person may purchase and sell the securities of the same issuer within 30 days or engage in more than 20 personal securities transactions during any 30 day period.


7.          Management of Non-Adviser Accounts .  Covered Persons are prohibited from managing accounts for third parties who are not clients of the Adviser or serving as a trustee for third parties unless the Compliance Officer preclears the arrangement and finds that the arrangement  would  not  harm  any  client.    The  Compliance  Officer  may  require  the Covered Person to report transactions for such account and may impose such conditions or restrictions as are warranted under the circumstances.


V.

EXCEPTIONS FROM PRECLEARANCE PROVISIONS


In recognition of the de minimis or involuntary nature of certain transactions, this section sets forth exceptions from the preclearance requirements. The restrictions and reporting obligations of the Code of Ethics will continue to apply to any transaction exempted from preclearance pursuant to this Section.  Accordingly, the following transactions will be exempt only from the preclearance requirements of Section IV.2:


1.

Purchases or sales that are non-volitional on the part of the Covered Person such as purchases that are made pursuant to a merger, tender offer or exercise of rights;


2.         Purchases or sales pursuant to an Automatic Investment Plan;


3.

Transactions in securities that are not Reportable Securities; and


4.

Transactions effected in, and the holdings of, any account over which the Covered Person has no direct or indirect influence or control (i.e., blind trust, discretionary account or trust managed by a third party).


VI.

REPORTING


1.

Duplicate Copies of Broker's Confirmations and Account Statements to Adviser .   All Covered Persons must direct their brokers or custodians or any persons managing the Covered Person's account in which any Reportable Securities are held to supply the Compliance Officer with:


All Covered Persons must submit to the Compliance Officer a report of their securities transactions no later than 30 days after the end of each calendar quarter.  The report must set forth each transaction in a Reportable Security in which the Covered Person had any beneficial interest during the period covered by the report.  A form of quarterly report is set forth as Attachment C .


2.

New Accounts .  Each Covered Person must notify the Compliance Officer promptly if the Covered Person opens any new account in which any securities are held with a broker or custodian or moves such an existing account to a different broker or custodian.


3.

Disclosure  of  Securities  Holdings .     All  Covered  Persons  will,  within  10  days  of commencement of employment with the Adviser, submit an initial statement to the Compliance Officer listing all of the


securities in which the Covered Person has any beneficial ownership, (including title and exchange ticker symbol or CUSIP number, type of security, number of shares and principal amount (if applicable) of each reportable security in which the Covered Person has any beneficial ownership);


a.

the names of any brokerage firms or banks where the Covered Person has an account in which any securities are held.


b.

The report must be dated the day the Covered Person submits it, and must contain information that is current as of a date no more than 45 days prior to the date the person becomes a Covered Person of the Adviser.  Covered Persons will annually submit to the Compliance Officer an updated statement, which must be current as of a date no more than

45 days prior to the date the report was submitted.  A form of the initial report is set forth in Attachment B .


4.

Exceptions to Reporting Requirements.  A Covered Person need not submit any report with respect to securities held in accounts over which the Covered Person has not direct or indirect influence or control or transaction reports with respect to transactions effected pursuant to an automatic investment plan.


5.

Covered Persons must report immediately any suspected violations to the Compliance

Officer.


6.

Transactions Subject to Review .  The Reportable Securities transactions reported on the quarterly reports and Broker's Confirmations will be reviewed and compared against client Reportable Securities transactions.




VII.

RECORDKEEPING


The Compliance Officer will keep in an easily accessible place for at least five (5) years copies of this Code of Ethics, all Broker's Confirmations and periodic statements and reports of Covered Persons, copies of all preclearance forms, records of violations and actions taken as a result of violations, acknowledgments and other memoranda relating to the administration of this Code of Ethics.    All Broker’s Confirmations and periodic statements of Covered Persons may be kept electronically in a computer database.


VIII.

OVERSIGHT OF CODE OF ETHICS


1.

Acknowledgment .  The Compliance Officer will annually distribute a copy of the Code of Ethics to all Covered Persons.  The Compliance Officer will also distribute promptly all amendments to the Code of Ethics. All Covered Persons are required annually to sign and acknowledge their receipt of this Code of Ethics by signing the form of acknowledgment or such other form as may be approved by the Compliance Officer.


2.

Review  of  Transactions .    Each  Covered  Person's  transactions  in  his/her  Personal Account will be reviewed on a regular basis and compared with transactions for the clients and against the list of Restricted Securities.   Any Covered Person transactions that are believed to be a violation of this Code of Ethics will be reported promptly to the management of the Adviser.  The Managing Member of the Adviser will review the Compliance Officer’s transactions and preclearance requests.


3.

Sanctions .  Adviser’s management, with advice of legal counsel, at their discretion, will consider reports made to them and upon determining that a violation of this Code of Ethics has occurred, may impose such sanctions or remedial action as they deem appropriate or to the extent required by law.  These sanctions may include, among other things, disgorgement of profits, suspension or termination of employment and/or criminal or civil penalties.


4.

Authority to Exempt Transactions .  The Compliance Officer has the authority to exempt any Covered Person or any personal securities transaction of a Covered Person from any or all of the provisions of this Code of Ethics if the Compliance Officer determines that such exemption would not be against any interests of a client and in accordance with applicable law.  The Compliance Officer will prepare and file a written memorandum of any exemption granted, describing the circumstances and reasons for the exemption.


5.

ADV Disclosure.   The Compliance Officer will ensure that the Adviser’s Form ADV (1) describes the Code of Ethics in Item 11 of Part 2A and (2) offers to provide a copy of the Code of Ethics to any client or prospective client upon request.


IX.

CONFIDENTIALITY


All reports of personal securities transactions and any other information filed pursuant to this Code of Ethics will be treated as confidential to the extent permitted by law.



X.

OTHER


1.

Schedules 13G and 13D. Section 13(g) of the 1934 Act and the rules thereunder generally require that any person or group of persons who directly or indirectly acquire beneficial ownership of more than five percent of any equity security listed below send to the issuer of such security and file with the SEC a report disclosing its ownership position. The equity securities covered by Section 13(g) include:


Equity securities of a class that is registered pursuant to Section 12 of the 1934 Act;


Any  equity  security  of  an  insurance  company  not  registered  in  reliance  on  the exemption in Section 12(g)(2)(C) of the 1934 Act;


Any equity security issued by a closed-end investment company registered under the

40 Act; and


Any equity security issued by a Native Corporation pursuant to Section 37(d)(6) of the Alaska Native Claims Settlement Act.


A person is deemed to beneficially own a security if it that person has the power to vote or direct the voting of the security, or has investment power with respect to the security.


2.          Schedule 13G. Rule 13d-1 under the 1934 Act provides that certain investors, including Funds and Advisers, may satisfy the Section 13(g) reporting requirements by filing Schedule 13G, provided the securities were acquired in the ordinary course of business and not with the purpose nor the effect of changing or influencing the control of the issuer.


Schedule 13G must be filed within 45 days after the end of the calendar year in which the investor became obligated to report its beneficial ownership, provided that the investor beneficially owns more than five percent of the equity securities of the issuer as of the end of the calendar year.  However, if the investor beneficially owns more than 10 percent of the equity securities of the issuer prior to the end of the calendar year, the initial Schedule 13G must be filed within 10 days after the end of the first month in which the investor’s beneficial ownership exceeds 10 percent of the equity securities of the issuer, computed as of the last day of the month.  An investor filing Schedule 13G must file Schedule 13D within 10 days of this date that its beneficial ownership equals or exceeds 20 percent of the equity securities of the issuer.


3.          Schedule 13D. Rule 13d-1 under the 1934 Act requires that any investor that does not qualify to file Schedule 13G, must report its beneficial ownership on more than five percent of the equity securities of an issuer on Schedule 13D.  Schedule 13D must be filed within 10 days of after the acquisition of the equity securities.


4.          Rule 13F . Each Adviser that exercises investment discretion with respect to accounts holding equity securities having an aggregate fair market value on the last trading day in any of the preceding 12 months of at least $100,000,000, shall file reports with the SEC in such form, for such periods, and at such times after the end of such periods as the SEC may prescribe, but in no event shall such reports be filed for periods longer than one year or shorter than one quarter. Such reports shall include for each such equity security held on the last day of the reporting period by accounts with respect to which the Advisers exercises investment discretion, the name of the issuer and the title, class, CUSIP number, number of shares or principal amount, and aggregate fair market value of each such security. Such reports may also include for accounts with respect to which the Advisers exercises investment discretion such of the following information as the SEC, by rule, prescribes:


the name of the issuer and the title, class, CUSIP number, number of shares or principal amount, and aggregate fair market value or cost or amortized cost of each other security (other than an exempted security) held on the last day of the reporting period by such accounts;


the aggregate fair market value or cost or amortized cost of exempted securities (in aggregate or by class) held on the last day of the reporting period by such accounts;


the number of shares of each equity security of a class described in section 13(d)(1) of the 1934 Act held on the last day of the reporting period by such accounts with respect to which the institutional investment manager possesses sole or shared authority to exercise the voting rights evidenced by such securities;


the aggregate purchases and aggregate sales during the reporting period of each security (other than an exempted security) effected by or for such accounts; and


with respect to any transaction or series of transactions having a market value of at least $500,000 or such other amount as the SEC, by rule, may determine, effected during the reporting period by or for such accounts in any equity security of a class described in section 13(d)(1) of the 1934 Act:



A.   the name of the issuer and the title, class, and CUSIP number of the security; B.   the number of shares or principal amount of the security involved in the

transaction;

C.  whether the transaction was a purchase or sale;

D.  the per share price or prices at which the transaction was effected; E.   the date or dates of the transaction;

F.   the date or dates of the settlement of the transaction;

G.  the broker or dealer through whom the transaction was effected; H.  the market or markets in which the transaction was effected; and

I.

such other related information as the SEC, by rule, may prescribe.


5.          Rule 13H. Each Adviser qualifying as a “large trader” shall comply with this section. Under paragraph (a)(1) of Rule 13h-1, a “large trader” is any person that directly or indirectly, including through other persons controlled by such person, exercises investment discretion over one or more accounts and effects transactions for the purchase or sale of any NMS security for or on behalf of such accounts, by or through one or more registered broker/dealers, in an aggregate amount equal to or greater than the identifying activity level.   Paragraph (a)(7) of the Rule defines “identifying activity level” to mean “aggregate transactions in NMS securities equal to or greater than: (i) during a calendar day, either two million shares or shares with a fair market value of $20 million dollars; or (ii) during a calendar month, either 20 million shares or shares with a fair market value of $200 million.”


The Rule requires participants to use a “gross up” approach in calculating identifying activity levels.  This means that in addition to aggregating the volume or market value of purchases and sales of NMS securities, including short sales, the market value of transactions in options or on a group or index of equity securities are also be aggregated under paragraph (c) of the Rule.  With respect to options, only purchases and sale, not exercises, are included in determining the activity level.   The aggregation approach  means that if a person purchased  50,000  shares  of XYZ  stock  and  800  XYZ  call  options,  the  aggregation provisions views these purchases as constituting transactions in 130,000 shares of XYZ (50,000 shares purchased + 800 option contracts times 100 shares of XYZ per contract).


Upon the placing of aggregated transactions after the applicable compliance date in any NMS security meeting the identifying activity level, a large trader must promptly register with the SEC by initially filing new Form 13H.  Upon receipt of the initial filing, the SEC will issue a unique large trader identification number (LTID), which must be disclosed by the large trader to all broker/dealers executing trades on behalf of the large trader and/or its clients, along with each account to which the LTID applies.


After the initial filing, a large trader must file Form 13H as follows:


1.   Within 45 days after the end of each full calendar year;

2.   Promptly after effecting aggregate transactions subsequent to becoming inactive, which are equal to or greater than the identifying activity level; and

3.   Promptly after the end of any calendar quarter during which time any of the information contained in the previously filed Form 13H becomes inaccurate for any

reason.