NORTHERN LIGHTS FUND TRUST III OPERATING EXPENSES LIMITATION AGREEMENT RONDURE NEW WORLD FUND RONDURE OVERSEAS FUND
NORTHERN LIGHTS FUND TRUST III
OPERATING EXPENSES LIMITATION
AGREEMENT
RONDURE NEW WORLD FUND
RONDURE OVERSEAS FUND
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 23rd day of February, 2023,
by and between NORTHERN LIGHTS FUND TRUST III, a Delaware statutory trust (the “Trust”), on behalf of the Rondure New World
Fund and Rondure Overseas Fund (each a “Fund” and collectively, the “Funds”) series of the Trust, and the Advisor
of the Funds, Rondure Global Advisors, LLC, a Delaware limited liability company (the “Advisor”).
RECITALS:
WHEREAS, the Advisor renders advice and services to the Funds pursuant to the terms and provisions of an Investment Advisory Agreement
between the Trust and the Advisor dated as of the 23rd day of February, 2023 (the “Advisory Agreement”); and
WHEREAS, each 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 Funds’ 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 Funds) desires to allow the Advisor to implement
those limits;
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 Funds’ current Operating Expenses to an annual
rate, expressed as a percentage of the Funds’ 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 Funds, as accrued each month, exceed its Annual
Limit, the Advisor will pay to the Funds, 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 Funds is defined to include all expenses necessary or appropriate for the operation of the Funds and including the Advisor’s investment advisory or management fee detailed in the Advisory
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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; (iv) borrowing costs (such as interest and dividend expense on securities sold short); (v) taxes; and (vi) extraordinary expenses, such as litigation expenses (which may include indemnification of the Funds’ officers and Trustees, contractual indemnification of the Funds’ service providers (other than the Advisor)).
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 lesser of the Annual Limits listed in Appendix A or the Annual Limit in place at time of reimbursement.
4. Term. This Agreement shall become effective on the date first above written and shall remain in effect until at least October 20, 2024 operations 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.
5. Termination. This Agreement may be terminated at any time, and without payment of any penalty, by the Board, on behalf
of the Funds, 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 will automatically terminate, with respect to the Funds listed in Appendix A if the
Advisory Agreement for the Funds is terminated and the Funds continue 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 Funds.
6. Assignment. This Agreement and all rights and obligations hereunder may not be assigned without the written consent of
the other party.
7. 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.
8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware
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.
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(Signature Page follows)
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
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NORTHERN LIGHTS FUND TRUST III
By: _/s/▇▇▇▇▇ ▇▇▇▇▇▇_________________ |
Rondure Global Advisors, LLC
By: _/s/▇▇▇▇ ▇▇▇▇▇▇▇_________________ |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇ | Name: ▇▇▇▇ ▇▇▇▇▇▇▇ |
| Title: President | Title: Treasurer |
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Appendix A
| Fund | Operating Expense Limit |
| Rondure New World Fund | |
| Investor Class | 1.35% |
| Institutional Class | 1.10% |
| Rondure Overseas Fund | |
| Investor Class | 1.10% |
| Institutional Class | 0.85% |