RESQ
Funds
|
STATEMENTS
OF OPERATIONS (Unaudited)
|
For
the Six Months Ended March 31, 2020
|
|
|
RESQ Dynamic
|
|
|
RESQ Strategic
|
|
|
|
Allocation Fund
|
|
|
Income Fund
|
|
INVESTMENT INCOME
|
|
|
|
|
|
|
|
|
Dividends
|
|
$
|
424,063
|
|
|
$
|
405,491
|
|
Interest
|
|
|
10,931
|
|
|
|
11,186
|
|
TOTAL INVESTMENT INCOME
|
|
|
434,994
|
|
|
|
416,677
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
Investment advisory fees
|
|
|
261,654
|
|
|
|
237,386
|
|
Distribution (12b-1) fees:
|
|
|
|
|
|
|
|
|
Class A
|
|
|
71,531
|
|
|
|
65,441
|
|
Class C
|
|
|
209
|
|
|
|
64
|
|
Registration fees
|
|
|
25,056
|
|
|
|
25,056
|
|
Transfer agent fees
|
|
|
20,926
|
|
|
|
20,925
|
|
Administrative services fees
|
|
|
20,537
|
|
|
|
20,527
|
|
Accounting services fees
|
|
|
16,520
|
|
|
|
16,353
|
|
Audit fees
|
|
|
8,495
|
|
|
|
8,495
|
|
Trustees fees and expenses
|
|
|
7,489
|
|
|
|
7,489
|
|
Compliance officer fees
|
|
|
6,989
|
|
|
|
6,989
|
|
Legal fees
|
|
|
6,978
|
|
|
|
6,978
|
|
Printing and postage expenses
|
|
|
5,761
|
|
|
|
5,761
|
|
Custodian fees
|
|
|
3,000
|
|
|
|
3,000
|
|
Insurance expense
|
|
|
604
|
|
|
|
555
|
|
Other expenses
|
|
|
2,500
|
|
|
|
2,239
|
|
TOTAL EXPENSES
|
|
|
458,249
|
|
|
|
427,258
|
|
|
|
|
|
|
|
|
|
|
Fees waived by the Advisor
|
|
|
(62,097
|
)
|
|
|
(67,252
|
)
|
|
|
|
|
|
|
|
|
|
NET EXPENSES
|
|
|
396,152
|
|
|
|
360,006
|
|
|
|
|
|
|
|
|
|
|
NET INVESTMENT INCOME
|
|
|
38,842
|
|
|
|
56,671
|
|
|
|
|
|
|
|
|
|
|
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
|
|
|
|
|
|
|
|
|
Net realized gain on investments
|
|
|
939,443
|
|
|
|
517,993
|
|
Net change in unrealized depreciation on investments
|
|
|
(4,956,951
|
)
|
|
|
(1,054,321
|
)
|
|
|
|
|
|
|
|
|
|
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS
|
|
|
(4,017,508
|
)
|
|
|
(536,328
|
)
|
|
|
|
|
|
|
|
|
|
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS
|
|
$
|
(3,978,666
|
)
|
|
$
|
(479,657
|
)
|
See
accompanying notes to financial statements.
RESQ
Dynamic Allocation Fund
|
STATEMENTS
OF CHANGES IN NET ASSETS
|
|
|
For the Six Months Ended
|
|
|
|
|
|
|
March 31, 2020
|
|
|
For the Year Ended
|
|
|
|
(Unaudited)
|
|
|
September 30, 2019
|
|
FROM OPERATIONS
|
|
|
|
|
|
|
|
|
Net investment income (loss)
|
|
$
|
38,842
|
|
|
$
|
(236,693
|
)
|
Net realized gain (loss) on investments
|
|
|
939,443
|
|
|
|
(2,878,436
|
)
|
Net change in unrealized appreciation (depreciation) on investments
|
|
|
(4,956,951
|
)
|
|
|
90,410
|
|
Net decrease in net assets resulting from operations
|
|
|
(3,978,666
|
)
|
|
|
(3,024,719
|
)
|
|
|
|
|
|
|
|
|
|
DISTRIBUTIONS TO SHAREHOLDERS
|
|
|
|
|
|
|
|
|
Total distributions paid
|
|
|
|
|
|
|
|
|
Class A
|
|
|
(44,835
|
)
|
|
|
—
|
|
Class C
|
|
|
(89
|
)
|
|
|
—
|
|
Class I
|
|
|
(765
|
)
|
|
|
—
|
|
Net decrease in net assets from distributions to shareholders
|
|
|
(45,689
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
FROM SHARES OF BENEFICIAL INTEREST
|
|
|
|
|
|
|
|
|
Proceeds from shares sold:
|
|
|
|
|
|
|
|
|
Class A
|
|
|
741,974
|
|
|
|
684,615
|
|
Class I
|
|
|
14,550
|
|
|
|
48,404
|
|
Net asset value of shares issued in reinvestment of distributions:
|
|
|
|
|
|
|
|
|
Class A
|
|
|
44,690
|
|
|
|
—
|
|
Class C
|
|
|
89
|
|
|
|
—
|
|
Class I
|
|
|
765
|
|
|
|
—
|
|
Payments for shares redeemed:
|
|
|
|
|
|
|
|
|
Class A
|
|
|
(3,559,834
|
)
|
|
|
(6,296,745
|
)
|
Class C
|
|
|
(11,156
|
)
|
|
|
(24,465
|
)
|
Class I
|
|
|
(10,956
|
)
|
|
|
(260,594
|
)
|
Net decrease in net assets from shares of beneficial interest
|
|
|
(2,779,878
|
)
|
|
|
(5,848,785
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL DECREASE IN NET ASSETS
|
|
|
(6,804,233
|
)
|
|
|
(8,873,504
|
)
|
|
|
|
|
|
|
|
|
|
NET ASSETS
|
|
|
|
|
|
|
|
|
Beginning of Period
|
|
|
37,079,552
|
|
|
|
45,953,056
|
|
End of Period
|
|
$
|
30,275,319
|
|
|
$
|
37,079,552
|
|
|
|
|
|
|
|
|
|
|
SHARE ACTIVITY
|
|
|
|
|
|
|
|
|
Class A:
|
|
|
|
|
|
|
|
|
Shares Sold
|
|
|
84,260
|
|
|
|
75,414
|
|
Shares Reinvested
|
|
|
5,066
|
|
|
|
—
|
|
Shares Redeemed
|
|
|
(405,227
|
)
|
|
|
(714,749
|
)
|
Net decrease in shares of beneficial interest outstanding
|
|
|
(315,901
|
)
|
|
|
(639,335
|
)
|
|
|
|
|
|
|
|
|
|
Class C:
|
|
|
|
|
|
|
|
|
Shares Reinvested
|
|
|
10
|
|
|
|
—
|
|
Shares Redeemed
|
|
|
(1,274
|
)
|
|
|
(2,781
|
)
|
Net decrease in shares of beneficial interest outstanding
|
|
|
(1,264
|
)
|
|
|
(2,781
|
)
|
|
|
|
|
|
|
|
|
|
Class I:
|
|
|
|
|
|
|
|
|
Shares Sold
|
|
|
1,564
|
|
|
|
5,333
|
|
Shares Reinvested
|
|
|
85
|
|
|
|
—
|
|
Shares Redeemed
|
|
|
(1,144
|
)
|
|
|
(28,742
|
)
|
Net increase (decrease) in shares of beneficial interest outstanding
|
|
|
505
|
|
|
|
(23,409
|
)
|
See
accompanying notes to financial statements.
RESQ
Strategic Income Fund
|
STATEMENTS
OF CHANGES IN NET ASSETS
|
|
|
For the Six Months Ended
|
|
|
|
|
|
|
March 31, 2020
|
|
|
For the Year Ended
|
|
|
|
(Unaudited)
|
|
|
September 30, 2019
|
|
FROM OPERATIONS
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
56,671
|
|
|
$
|
18,461
|
|
Net realized gain (loss) on investments
|
|
|
517,993
|
|
|
|
(954,949
|
)
|
Net change in unrealized appreciation (depreciation) on investments
|
|
|
(1,054,321
|
)
|
|
|
338,604
|
|
Net decrease in net assets resulting from operations
|
|
|
(479,657
|
)
|
|
|
(597,884
|
)
|
|
|
|
|
|
|
|
|
|
DISTRIBUTIONS TO SHAREHOLDERS
|
|
|
|
|
|
|
|
|
Total distributions paid
|
|
|
|
|
|
|
|
|
Class A
|
|
|
(63,876
|
)
|
|
|
(42,704
|
)
|
Class I
|
|
|
(51
|
)
|
|
|
(293
|
)
|
Net decrease in net assets from distributions to shareholders
|
|
|
(63,927
|
)
|
|
|
(42,997
|
)
|
|
|
|
|
|
|
|
|
|
FROM SHARES OF BENEFICIAL INTEREST
|
|
|
|
|
|
|
|
|
Proceeds from shares sold:
|
|
|
|
|
|
|
|
|
Class A
|
|
|
650,022
|
|
|
|
646,332
|
|
Class I
|
|
|
1,897
|
|
|
|
9,500
|
|
Net asset value of shares issued in reinvestment of distributions:
|
|
|
|
|
|
|
|
|
Class A
|
|
|
63,626
|
|
|
|
42,532
|
|
Class I
|
|
|
51
|
|
|
|
212
|
|
Payments for shares redeemed:
|
|
|
|
|
|
|
|
|
Class A
|
|
|
(3,293,152
|
)
|
|
|
(5,153,691
|
)
|
Class I
|
|
|
(18
|
)
|
|
|
(116,197
|
)
|
Net decrease in net assets from shares of beneficial interest
|
|
|
(2,577,574
|
)
|
|
|
(4,571,312
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL DECREASE IN NET ASSETS
|
|
|
(3,121,158
|
)
|
|
|
(5,212,193
|
)
|
|
|
|
|
|
|
|
|
|
NET ASSETS
|
|
|
|
|
|
|
|
|
Beginning of Period
|
|
|
34,037,046
|
|
|
|
39,249,239
|
|
End of Period
|
|
$
|
30,915,888
|
|
|
$
|
34,037,046
|
|
|
|
|
|
|
|
|
|
|
SHARE ACTIVITY
|
|
|
|
|
|
|
|
|
Class A:
|
|
|
|
|
|
|
|
|
Shares Sold
|
|
|
73,674
|
|
|
|
77,452
|
|
Shares Reinvested
|
|
|
7,234
|
|
|
|
4,998
|
|
Shares Redeemed
|
|
|
(376,792
|
)
|
|
|
(610,631
|
)
|
Net decrease in shares of beneficial interest outstanding
|
|
|
(295,884
|
)
|
|
|
(528,181
|
)
|
|
|
|
|
|
|
|
|
|
Class I:
|
|
|
|
|
|
|
|
|
Shares Sold
|
|
|
212
|
|
|
|
1,105
|
|
Shares Reinvested
|
|
|
6
|
|
|
|
25
|
|
Shares Redeemed
|
|
|
(2
|
)
|
|
|
(13,504
|
)
|
Net increase (decrease) in shares of beneficial interest outstanding
|
|
|
216
|
|
|
|
(12,374
|
)
|
See
accompanying notes to financial statements.
RESQ
Dynamic Allocation Fund
|
FINANCIAL
HIGHLIGHTS
|
Per
Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Period
|
|
Class A
|
|
|
|
For the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
For the
|
|
|
For the
|
|
|
For the
|
|
|
For the
|
|
|
For the
|
|
|
|
March 31, 2020
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
(Unaudited)
|
|
|
September 30, 2019
|
|
|
September 30, 2018
|
|
|
September 30, 2017
|
|
|
September 30, 2016
|
|
|
September 30, 2015
|
|
Net asset value, beginning of period
|
|
$
|
9.02
|
|
|
$
|
9.62
|
|
|
$
|
9.07
|
|
|
$
|
8.42
|
|
|
$
|
8.66
|
|
|
$
|
10.41
|
|
Activity from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss) (1)
|
|
|
0.01
|
|
|
|
(0.05
|
)
|
|
|
(0.06
|
)
|
|
|
(0.07
|
)
|
|
|
(0.12
|
)
|
|
|
(0.04
|
)
|
Net realized and unrealized gain (loss) on investments
|
|
|
(1.04
|
)
|
|
|
(0.55
|
)
|
|
|
0.61
|
|
|
|
0.72
|
|
|
|
(0.12
|
) (2)
|
|
|
(1.10
|
)
|
Total from investment operations
|
|
|
(1.03
|
)
|
|
|
(0.60
|
)
|
|
|
0.55
|
|
|
|
0.65
|
|
|
|
(0.24
|
)
|
|
|
(1.14
|
)
|
Paid-in-capital from redemption fees (1)
|
|
|
—
|
|
|
|
—
|
|
|
|
0.00
|
(3)
|
|
|
0.00
|
(3)
|
|
|
0.00
|
(3)
|
|
|
0.00
|
(3)
|
Less distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.01
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Net realized gains
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.61
|
)
|
Total distributions
|
|
|
(0.01
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.61
|
)
|
Net asset value, end of period
|
|
$
|
7.98
|
|
|
$
|
9.02
|
|
|
$
|
9.62
|
|
|
$
|
9.07
|
|
|
$
|
8.42
|
|
|
$
|
8.66
|
|
Total return (4)
|
|
|
(11.41
|
)% (5)
|
|
|
(6.24
|
)%
|
|
|
6.06
|
%
|
|
|
7.72
|
%
|
|
|
(2.77
|
)%
|
|
|
(11.79
|
)%
|
Net assets, at end of period (000s)
|
|
$
|
29,993
|
|
|
$
|
36,754
|
|
|
$
|
45,351
|
|
|
$
|
42,246
|
|
|
$
|
41,222
|
|
|
$
|
42,137
|
|
Ratio of gross expenses to average net assets (6)
|
|
|
2.54
|
% (7)
|
|
|
2.49
|
%
|
|
|
2.42
|
%
|
|
|
2.42
|
%
|
|
|
2.52
|
%
|
|
|
2.60
|
%
|
Ratio of net expenses to average net assets (6)
|
|
|
2.20
|
% (7)
|
|
|
2.20
|
%
|
|
|
2.25
|
%
|
|
|
2.35
|
%
|
|
|
2.35
|
%
|
|
|
2.35
|
%
|
Ratio of net investment loss before waiver to average net assets (8)
|
|
|
(0.13
|
)% (7)
|
|
|
(0.89
|
)%
|
|
|
(0.76
|
)%
|
|
|
(0.89
|
)%
|
|
|
(1.61
|
)%
|
|
|
(0.60
|
)%
|
Ratio of net investment Income (loss) to average net assets (8)
|
|
|
0.21
|
% (7)
|
|
|
(0.60
|
)%
|
|
|
(0.59
|
)%
|
|
|
(0.82
|
)%
|
|
|
(1.44
|
)%
|
|
|
(0.35
|
)%
|
Portfolio Turnover Rate
|
|
|
306
|
% (5)
|
|
|
861
|
%
|
|
|
448
|
%
|
|
|
1060
|
%
|
|
|
907
|
%
|
|
|
683
|
%
|
|
(1)
|
Per
share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
|
|
(2)
|
Realized
and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset
value per share for the period, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to
share transactions for the period.
|
|
(3)
|
Amount
is less than $0.01.
|
|
(4)
|
Total
return assumes reinvestment of all dividends and distributions, if any.
|
|
(6)
|
Does
not include the expenses of other investment companies in which the Fund invests.
|
|
(8)
|
Recognition
of net investment loss by the Fund is affected by the timing and declaration of dividends by the underlying investment companies
in which the Fund invests.
|
See
accompanying notes to financial statements.
RESQ
Dynamic Allocation Fund
|
FINANCIAL
HIGHLIGHTS
|
Per
Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Period
|
|
Class C
|
|
|
|
For the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
For the
|
|
|
For the
|
|
|
For the
|
|
|
For the
|
|
|
For the
|
|
|
|
March 31, 2020
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Period Ended
|
|
|
|
(Unaudited)
|
|
|
September 30, 2019
|
|
|
September 30, 2018
|
|
|
September 30, 2017
|
|
|
September 30, 2016
|
|
|
September 30, 2015 (1)
|
|
Net asset value, beginning of period
|
|
$
|
8.76
|
|
|
$
|
9.40
|
|
|
$
|
8.92
|
|
|
$
|
8.33
|
|
|
$
|
8.63
|
|
|
$
|
10.15
|
|
Activity from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment loss (2)
|
|
|
(0.02
|
)
|
|
|
(0.11
|
)
|
|
|
(0.15
|
)
|
|
|
(0.12
|
)
|
|
|
(0.17
|
)
|
|
|
(0.09
|
)
|
Net realized and unrealized gain (loss) on investments
|
|
|
(1.00
|
)
|
|
|
(0.53
|
)
|
|
|
0.63
|
|
|
|
0.71
|
|
|
|
(0.13
|
) (3)
|
|
|
(0.82
|
)
|
Total from investment operations
|
|
|
(1.02
|
)
|
|
|
(0.64
|
)
|
|
|
0.48
|
|
|
|
0.59
|
|
|
|
(0.30
|
)
|
|
|
(0.91
|
)
|
Paid-in-capital from redemption fees (2)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
0.00
|
(4)
|
|
|
0.00
|
(4)
|
|
|
0.00
|
(4)
|
Less distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.02
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Net realized gains
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.61
|
)
|
Total distributions
|
|
|
(0.02
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.61
|
)
|
Net asset value, end of period
|
|
$
|
7.72
|
|
|
$
|
8.76
|
|
|
$
|
9.40
|
|
|
$
|
8.92
|
|
|
$
|
8.33
|
|
|
$
|
8.63
|
|
Total return (5)
|
|
|
(11.68
|
)% (6)
|
|
|
(6.81
|
)%
|
|
|
5.38
|
%
|
|
|
7.08
|
%
|
|
|
(3.48
|
)%
|
|
|
(9.84
|
)% (6)
|
Net assets, at end of period (000s)
|
|
$
|
35
|
|
|
$
|
51
|
|
|
$
|
81
|
|
|
$
|
400
|
|
|
$
|
672
|
|
|
$
|
1,728
|
|
Ratio of gross expenses to average net assets (7)
|
|
|
3.14
|
% (8)
|
|
|
3.09
|
%
|
|
|
3.02
|
%
|
|
|
3.02
|
%
|
|
|
3.12
|
%
|
|
|
3.20
|
% (8)
|
Ratio of net expenses to average net assets (7)
|
|
|
2.80
|
% (8)
|
|
|
2.80
|
%
|
|
|
2.85
|
%
|
|
|
2.95
|
%
|
|
|
2.95
|
%
|
|
|
2.95
|
% (8)
|
Ratio of net investment loss before waiver to average net assets (9)
|
|
|
(0.73
|
)% (8)
|
|
|
(1.50
|
)%
|
|
|
(1.82
|
)%
|
|
|
(1.42
|
)%
|
|
|
(2.19
|
)%
|
|
|
(1.19
|
)% (8)
|
Ratio of net investment loss to average net assets (9)
|
|
|
(0.39
|
)% (8)
|
|
|
(1.21
|
)%
|
|
|
(1.65
|
)%
|
|
|
(1.35
|
)%
|
|
|
(2.03
|
)%
|
|
|
(0.94
|
)% (8)
|
Portfolio Turnover Rate
|
|
|
306
|
% (6)
|
|
|
861
|
%
|
|
|
448
|
%
|
|
|
1060
|
%
|
|
|
907
|
%
|
|
|
683
|
% (6)
|
|
(1)
|
The
RESQ Dynamic Allocation Fund Class C shares commenced operations on October 17, 2014.
|
|
(2)
|
Per
share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
|
|
(3)
|
Realized
and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset
value per share for the period, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to
share transactions for the period.
|
|
(4)
|
Amount
is less than $0.01.
|
|
(5)
|
Total
return assumes reinvestment of all dividends and distributions, if any.
|
|
(7)
|
Does
not include the expenses of other investment companies in which the Fund invests.
|
|
(9)
|
Recognition
of net investment loss by the Fund is affected by the timing and declaration of dividends by the underlying investment companies
in which the Fund invests.
|
See
accompanying notes to financial statements.
RESQ
Dynamic Allocation Fund
|
FINANCIAL
HIGHLIGHTS
|
Per
Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Period
|
|
Class I
|
|
|
|
For the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
For the
|
|
|
For the
|
|
|
For the
|
|
|
For the
|
|
|
For the
|
|
|
|
March 31, 2020
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
(Unaudited)
|
|
|
September 30, 2019
|
|
|
September 30, 2018
|
|
|
September 30, 2017
|
|
|
September 30, 2016
|
|
|
September 30, 2015
|
|
Net asset value, beginning of period
|
|
$
|
9.24
|
|
|
$
|
9.82
|
|
|
$
|
9.21
|
|
|
$
|
8.51
|
|
|
$
|
8.72
|
|
|
$
|
10.45
|
|
Activity from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss) (1)
|
|
|
0.03
|
|
|
|
(0.02
|
)
|
|
|
(0.03
|
)
|
|
|
(0.03
|
)
|
|
|
(0.09
|
)
|
|
|
0.00
|
(2)
|
Net realized and unrealized gain (loss) on investments
|
|
|
(1.06
|
)
|
|
|
(0.56
|
)
|
|
|
0.64
|
|
|
|
0.73
|
|
|
|
(0.12
|
) (3)
|
|
|
(1.12
|
)
|
Total from investment operations
|
|
|
(1.03
|
)
|
|
|
(0.58
|
)
|
|
|
0.61
|
|
|
|
0.70
|
|
|
|
(0.21
|
)
|
|
|
(1.12
|
)
|
Paid-in-capital from redemption fees (1)
|
|
|
—
|
|
|
|
—
|
|
|
|
0.00
|
(2)
|
|
|
—
|
|
|
|
0.00
|
(2)
|
|
|
0.00
|
(2)
|
Less distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.03
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Net realized gains
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.61
|
)
|
Total distributions
|
|
|
(0.03
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.61
|
)
|
Net asset value, end of period
|
|
$
|
8.18
|
|
|
$
|
9.24
|
|
|
$
|
9.82
|
|
|
$
|
9.21
|
|
|
$
|
8.51
|
|
|
$
|
8.72
|
|
Total return (4)
|
|
|
(11.23
|
)% (5)
|
|
|
(5.91
|
)%
|
|
|
6.62
|
%
|
|
|
8.23
|
%
|
|
|
(2.41
|
)%
|
|
|
(11.54
|
)%
|
Net assets, at end of period (000s)
|
|
$
|
247
|
|
|
$
|
274
|
|
|
$
|
521
|
|
|
$
|
561
|
|
|
$
|
3,004
|
|
|
$
|
5,823
|
|
Ratio of gross expenses to average net assets (6)
|
|
|
2.14
|
% (7)
|
|
|
2.09
|
%
|
|
|
2.02
|
%
|
|
|
2.02
|
%
|
|
|
2.12
|
%
|
|
|
2.20
|
%
|
Ratio of net expenses to average net assets (6)
|
|
|
1.80
|
% (7)
|
|
|
1.80
|
%
|
|
|
1.85
|
%
|
|
|
1.95
|
%
|
|
|
1.95
|
%
|
|
|
1.95
|
%
|
Ratio of net investment income (loss) before waiver to average net assets (8)
|
|
|
0.26
|
% (7)
|
|
|
(0.52
|
)%
|
|
|
(0.46
|
)%
|
|
|
(0.42
|
)%
|
|
|
(1.24
|
)%
|
|
|
(0.25
|
)%
|
Ratio of net investment income (loss) to average net assets (8)
|
|
|
0.60
|
% (7)
|
|
|
(0.22
|
)%
|
|
|
(0.29
|
)%
|
|
|
(0.35
|
)%
|
|
|
(1.06
|
)%
|
|
|
0.00
|
%
|
Portfolio Turnover Rate
|
|
|
306
|
% (5)
|
|
|
861
|
%
|
|
|
448
|
%
|
|
|
1060
|
%
|
|
|
907
|
%
|
|
|
683
|
%
|
|
(1)
|
Per
share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
|
|
(2)
|
Amount
is less than $0.01.
|
|
(3)
|
Realized
and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset
value per share for the period, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to
share transactions for the period.
|
|
(4)
|
Total
return assumes reinvestment of all dividends and distributions, if any.
|
|
(6)
|
Does
not include the expenses of other investment companies in which the Fund invests.
|
|
(8)
|
Recognition
of net investment income (loss) by the Fund is affected by the timing and declaration of dividends by the underlying investment
companies in which the Fund invests.
|
See
accompanying notes to financial statements.
RESQ
Strategic Income Fund
|
FINANCIAL
HIGHLIGHTS
|
Per
Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Period
|
|
Class A
|
|
|
|
For the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
For the
|
|
|
For the
|
|
|
For the
|
|
|
For the
|
|
|
For the
|
|
|
|
March 31, 2020
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
(Unaudited)
|
|
|
September 30, 2019
|
|
|
September 30, 2018
|
|
|
September 30, 2017
|
|
|
September 30, 2016
|
|
|
September 30, 2015
|
|
Net asset value, beginning of period
|
|
$
|
8.89
|
|
|
$
|
8.98
|
|
|
$
|
9.63
|
|
|
$
|
9.37
|
|
|
$
|
9.60
|
|
|
$
|
10.39
|
|
Activity from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss) (1)
|
|
|
0.02
|
|
|
|
0.00
|
(2)
|
|
|
0.08
|
|
|
|
0.04
|
|
|
|
(0.02
|
)
|
|
|
0.11
|
|
Net realized and unrealized gain (loss) on investments
|
|
|
(0.14
|
)
|
|
|
(0.08
|
)
|
|
|
(0.65
|
)
|
|
|
0.26
|
|
|
|
(0.20
|
)
|
|
|
(0.39
|
)
|
Total from investment operations
|
|
|
(0.12
|
)
|
|
|
(0.08
|
)
|
|
|
(0.57
|
)
|
|
|
0.30
|
|
|
|
(0.22
|
)
|
|
|
(0.28
|
)
|
Paid-in-capital from redemption fees (1)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
0.00
|
(2)
|
|
|
0.00
|
(2)
|
|
|
0.00
|
(2)
|
Less distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.02
|
)
|
|
|
(0.01
|
)
|
|
|
(0.08
|
)
|
|
|
(0.01
|
)
|
|
|
—
|
|
|
|
(0.14
|
)
|
Net realized gains
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.37
|
)
|
Return of capital
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.03
|
)
|
|
|
(0.01
|
)
|
|
|
(0.00
|
) (2)
|
Total distributions
|
|
|
(0.02
|
)
|
|
|
(0.01
|
)
|
|
|
(0.08
|
)
|
|
|
(0.04
|
)
|
|
|
(0.01
|
)
|
|
|
(0.51
|
)
|
Net asset value, end of period
|
|
$
|
8.75
|
|
|
$
|
8.89
|
|
|
$
|
8.98
|
|
|
$
|
9.63
|
|
|
$
|
9.37
|
|
|
$
|
9.60
|
|
Total return (3)
|
|
|
(1.38
|
)% (4)
|
|
|
(0.88
|
)%
|
|
|
(5.91
|
)%
|
|
|
3.21
|
%
|
|
|
(2.32
|
)%
|
|
|
(2.94
|
)%
|
Net assets, at end of period (000s)
|
|
$
|
30,893
|
|
|
$
|
34,016
|
|
|
$
|
39,116
|
|
|
$
|
42,134
|
|
|
$
|
40,721
|
|
|
$
|
42,740
|
|
Ratio of gross expenses to average net assets (5)
|
|
|
2.61
|
% (6)
|
|
|
2.57
|
%
|
|
|
2.47
|
%
|
|
|
2.43
|
%
|
|
|
2.52
|
%
|
|
|
2.62
|
%
|
Ratio of net expenses to average net assets (5)
|
|
|
2.20
|
% (6)
|
|
|
2.20
|
%
|
|
|
2.25
|
%
|
|
|
2.35
|
%
|
|
|
2.35
|
%
|
|
|
2.35
|
%
|
Ratio of net investment income (loss) before waiver to average net assets (7)
|
|
|
(0.06
|
)% (6)
|
|
|
(0.33
|
)%
|
|
|
0.59
|
%
|
|
|
0.33
|
%
|
|
|
(0.39
|
)%
|
|
|
0.86
|
%
|
Ratio of net investment income (loss) to average net assets (7)
|
|
|
0.35
|
% (6)
|
|
|
0.05
|
%
|
|
|
0.81
|
%
|
|
|
0.41
|
%
|
|
|
(0.23
|
)%
|
|
|
1.13
|
%
|
Portfolio Turnover Rate
|
|
|
270
|
% (4)
|
|
|
1504
|
%
|
|
|
738
|
%
|
|
|
935
|
%
|
|
|
1013
|
%
|
|
|
617
|
%
|
|
(1)
|
Per
share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
|
|
(2)
|
Amount
is less than $0.01.
|
|
(3)
|
Total
return assumes reinvestment of all dividends and distributions, if any.
|
|
(5)
|
Does
not include the expenses of other investment companies in which the Fund invests.
|
|
(7)
|
Recognition
of net investment income (loss) by the Fund is affected by the timing and declaration of dividends by the underlying investment
companies in which the Fund invests.
|
See
accompanying notes to financial statements.
RESQ
Strategic Income Fund
|
FINANCIAL
HIGHLIGHTS
|
Per
Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Period
|
|
Class C
|
|
|
|
For the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
For the
|
|
|
For the
|
|
|
For the
|
|
|
For the
|
|
|
For the
|
|
|
|
March 31, 2020
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Period Ended
|
|
|
|
(Unaudited)
|
|
|
September 30, 2019
|
|
|
September 30, 2018
|
|
|
September 30, 2017
|
|
|
September 30, 2016
|
|
|
September 30, 2015 (1)
|
|
Net asset value, beginning of period
|
|
$
|
8.75
|
|
|
$
|
8.88
|
|
|
$
|
9.52
|
|
|
$
|
9.28
|
|
|
$
|
9.57
|
|
|
$
|
10.41
|
|
Activity from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss) (2)
|
|
|
(0.01
|
)
|
|
|
(0.05
|
)
|
|
|
0.01
|
|
|
|
(0.02
|
) (3)
|
|
|
(0.08
|
)
|
|
|
(0.08
|
)
|
Net realized and unrealized gain (loss) on investments
|
|
|
(0.14
|
)
|
|
|
(0.08
|
)
|
|
|
(0.62
|
)
|
|
|
0.26
|
|
|
|
(0.21
|
)
|
|
|
(0.26
|
)
|
Total from investment operations
|
|
|
(0.15
|
)
|
|
|
(0.13
|
)
|
|
|
(0.61
|
)
|
|
|
0.24
|
|
|
|
(0.29
|
)
|
|
|
(0.34
|
)
|
Paid-in-capital from redemption fees (2)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
0.00
|
(4)
|
|
|
0.00
|
(4)
|
Less distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.03
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.13
|
)
|
Net realized gains
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.37
|
)
|
Return of capital
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.00
|
) (4)
|
Total distributions
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.03
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.50
|
)
|
Net asset value, end of period
|
|
$
|
8.60
|
|
|
$
|
8.75
|
|
|
$
|
8.88
|
|
|
$
|
9.52
|
|
|
$
|
9.28
|
|
|
$
|
9.57
|
|
Total return (5)
|
|
|
(1.71
|
)% (6)
|
|
|
(1.46
|
)%
|
|
|
(6.41
|
)%
|
|
|
2.59
|
%
|
|
|
(3.03
|
)%
|
|
|
(3.52
|
)% (6)
|
Net assets, at end of period (000s)
|
|
$
|
13
|
|
|
$
|
13
|
|
|
$
|
13
|
|
|
$
|
70
|
|
|
$
|
185
|
|
|
$
|
1,122
|
|
Ratio of gross expenses to average net assets (7)
|
|
|
3.21
|
% (8)
|
|
|
3.17
|
%
|
|
|
3.07
|
%
|
|
|
3.03
|
%
|
|
|
3.12
|
%
|
|
|
3.22
|
% (8)
|
Ratio of net expenses to average net assets (7)
|
|
|
2.80
|
% (8)
|
|
|
2.80
|
%
|
|
|
2.85
|
%
|
|
|
2.95
|
%
|
|
|
2.95
|
%
|
|
|
2.95
|
% (8)
|
Ratio of net investment loss before waiver to average net assets (9)
|
|
|
(0.66
|
)% (8)
|
|
|
(0.92
|
)%
|
|
|
(0.07
|
)%
|
|
|
(0.31
|
)%
|
|
|
(0.94
|
)%
|
|
|
(1.05
|
)% (8)
|
Ratio of net investment income (loss) to average net assets (9)
|
|
|
(0.25
|
)% (8)
|
|
|
(0.55
|
)%
|
|
|
0.13
|
%
|
|
|
(0.23
|
)%
|
|
|
(0.78
|
)%
|
|
|
(0.78
|
)% (8)
|
Portfolio Turnover Rate
|
|
|
270
|
% (6)
|
|
|
1504
|
%
|
|
|
738
|
%
|
|
|
935
|
%
|
|
|
1013
|
%
|
|
|
617
|
% (6)
|
|
(1)
|
The
RESQ Strategic Income Funds Class C shares commenced operations on October 17, 2014.
|
|
(2)
|
Per
share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
|
|
(3)
|
Realized
and unrealized gains per share in this caption are balancing amounts necessary to reconcile the change in net asset value per
share for the period, and may not reconcile with aggregate gains and losses in the Statement of Operations due to timing of share
transactions during the year.
|
|
(4)
|
Amount
is less than $0.01.
|
|
(5)
|
Total
return assumes reinvestment of all dividends and distributions, if any.
|
|
(7)
|
Does
not include the expenses of other investment companies in which the Fund invests.
|
|
(9)
|
Recognition
of net investment income (loss) by the Fund is affected by the timing and declaration of dividends by the underlying investment
companies in which the Fund invests.
|
See
accompanying notes to financial statements.
RESQ
Strategic Income Fund
|
FINANCIAL
HIGHLIGHTS
|
Per
Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Period
|
|
Class I
|
|
|
|
For the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
For the
|
|
|
For the
|
|
|
For the
|
|
|
For the
|
|
|
For the
|
|
|
|
March 31, 2020
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
(Unaudited)
|
|
|
September 30, 2019
|
|
|
September 30, 2018
|
|
|
September 30, 2017
|
|
|
September 30, 2016
|
|
|
September 30, 2015
|
|
Net asset value, beginning of period
|
|
$
|
8.95
|
|
|
$
|
9.01
|
|
|
$
|
9.66
|
|
|
$
|
9.39
|
|
|
$
|
9.60
|
|
|
$
|
10.38
|
|
Activity from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (1)
|
|
|
0.03
|
|
|
|
0.04
|
|
|
|
0.12
|
|
|
|
0.08
|
|
|
|
0.01
|
|
|
|
0.09
|
|
Net realized and unrealized gain (loss) on investments
|
|
|
(0.14
|
)
|
|
|
(0.06
|
)
|
|
|
(0.65
|
)
|
|
|
0.27
|
|
|
|
(0.20
|
)
|
|
|
(0.33
|
)
|
Total from investment operations
|
|
|
(0.11
|
)
|
|
|
(0.02
|
)
|
|
|
(0.53
|
)
|
|
|
0.35
|
|
|
|
(0.19
|
)
|
|
|
(0.24
|
)
|
Paid-in-capital from redemption fees (1)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
0.00
|
(2)
|
|
|
0.00
|
(2)
|
Less distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.04
|
)
|
|
|
(0.04
|
)
|
|
|
(0.12
|
)
|
|
|
(0.02
|
)
|
|
|
—
|
|
|
|
(0.17
|
)
|
Net realized gains
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.37
|
)
|
Return of capital
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.06
|
)
|
|
|
(0.02
|
)
|
|
|
(0.00
|
) (2)
|
Total distributions
|
|
|
(0.04
|
)
|
|
|
(0.04
|
)
|
|
|
(0.12
|
)
|
|
|
(0.08
|
)
|
|
|
(0.02
|
)
|
|
|
(0.54
|
)
|
Net asset value, end of period
|
|
$
|
8.80
|
|
|
$
|
8.95
|
|
|
$
|
9.01
|
|
|
$
|
9.66
|
|
|
$
|
9.39
|
|
|
$
|
9.60
|
|
Total return (3)
|
|
|
(1.18
|
)% (4)
|
|
|
(0.23
|
)%
|
|
|
(5.52
|
)%
|
|
|
3.71
|
%
|
|
|
(1.98
|
)%
|
|
|
(2.51
|
)%
|
Net assets, at end of period (000s)
|
|
$
|
10
|
|
|
$
|
8
|
|
|
$
|
120
|
|
|
$
|
156
|
|
|
$
|
1,674
|
|
|
$
|
3,429
|
|
Ratio of gross expenses to average net assets (5)
|
|
|
2.21
|
% (6)
|
|
|
2.17
|
%
|
|
|
2.07
|
%
|
|
|
2.03
|
%
|
|
|
2.12
|
%
|
|
|
2.22
|
%
|
Ratio of net expenses to average net assets (5)
|
|
|
1.80
|
% (6)
|
|
|
1.80
|
%
|
|
|
1.85
|
%
|
|
|
1.95
|
%
|
|
|
1.95
|
%
|
|
|
1.95
|
%
|
Ratio of net investment income (loss) before waiver to average net assets (7)
|
|
|
0.31
|
% (6)
|
|
|
0.04
|
%
|
|
|
1.01
|
%
|
|
|
0.78
|
%
|
|
|
(0.01
|
)%
|
|
|
0.66
|
%
|
Ratio of net investment income to average net assets (7)
|
|
|
0.72
|
% (6)
|
|
|
0.41
|
%
|
|
|
1.24
|
%
|
|
|
0.86
|
%
|
|
|
0.16
|
%
|
|
|
0.93
|
%
|
Portfolio Turnover Rate
|
|
|
270
|
% (4)
|
|
|
1504
|
%
|
|
|
738
|
%
|
|
|
935
|
%
|
|
|
1013
|
%
|
|
|
617
|
%
|
|
(1)
|
Per
share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.
|
|
(2)
|
Amount
is less than $0.01.
|
|
(3)
|
Total
return assumes reinvestment of all dividends and distributions, if any.
|
|
(5)
|
Does
not include the expenses of other investment companies in which the Fund invests.
|
|
(7)
|
Recognition
of net investment income (loss) by the Fund is affected by the timing and declaration of dividends by the underlying investment
companies in which the Fund invests.
|
See
accompanying notes to financial statements.
RESQ
FUNDS
|
NOTES
TO FINANCIAL STATEMENTS (Unaudited)
|
March
31, 2020
|
The
RESQ Dynamic Allocation Fund and the RESQ Strategic Income Fund (each a Fund and collectively the Funds),
are each a diversified series of shares of beneficial interest of Northern Lights Fund Trust III (the Trust), a
Delaware statutory trust organized under the laws of the state of Delaware on December 5, 2011. The Trust is registered under
the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The
investment objective of the RESQ Dynamic Allocation Fund is to seek long term capital appreciation with capital preservation as
a secondary objective. The investment objective of the RESQ Strategic Income Fund is to seek income with an emphasis on total
return and capital preservation as a secondary objective.
Each
Fund currently offers three classes of shares: Class A, Class C and Class I shares. Class A and Class I Shares of each Fund commenced
operations on December 20, 2013. Class C shares of each Fund commenced operations on October 17, 2014. RESQ Dynamic Allocation
Fund Class A shares are offered at net asset value plus a maximum sales charge of 5.75%. RESQ Strategic Income Fund Class A shares
are offered at net asset value plus a maximum sales charge of 4.75%. Class C and Class I shares of the Funds are offered at net
asset value. Each class represents an interest in the same assets of the applicable Fund and classes are identical except for
differences in their distribution charges. All classes of shares have equal voting privileges except that each class has exclusive
voting rights with respect to its service and/or distribution plans. Each Funds income, expenses (other than class specific
distribution fees) and realized and unrealized gains and losses are allocated proportionately each day based upon the relative
net assets of each class.
|
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
The
following is a summary of significant accounting policies followed by the Funds in preparation of their financial statements.
These policies are in conformity with accounting principles generally accepted in the United States of America (GAAP).
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual
results could differ from those estimates. The Funds are investment companies and accordingly follow the investment company accounting
and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic
946 Financial Services – Investment Companies including FASB Accounting Standards Update (ASU)
2013-08.
Securities
Valuation – Securities listed on an exchange are valued at the last reported sale price at the close of the regular
trading session of the primary exchange on the business day the value is being determined, or in the case of securities listed
on NASDAQ at the NASDAQ Official Closing Price (NOCP). In the absence of a sale, such securities shall be valued
at the mean between the current bid and ask prices on the day of valuation. Futures and future options are valued at the final
settled price or, in the absence of a settled price, at the last sale price on the day of valuation. Debt securities (other than
short-term obligations) are valued each day by an independent pricing service approved by the Trusts Board of Trustees
(the Board) based on methods which include consideration of: yields or prices of securities of comparable quality,
coupon, maturity and type, indications as to values from dealers, and general market conditions or market quotations from a major
market maker in the securities. Investments valued in currencies other than the U.S. dollar are converted to U.S. dollars using
exchange rates obtained from pricing services. The independent pricing service does not distinguish between smaller-sized bond
positions known as odd lots and larger institutional- sized bond positions known as round lots. The
Fund may fair value a particular bond if the adviser does not believe that the round lot value provided by the independent pricing
service reflects fair value of the Funds holding. Short-term debt obligations having 60 days or less remaining until maturity,
at time of purchase, may be valued at amortized cost. Investments in open-end investment companies are valued at net asset value.
Valuation
of Fund of Funds – The Funds may invest in portfolios of open-end or closed-end investment companies (the underlying
funds). Underlying open-end investment companies are valued at their respective net asset values as reported by such investment
companies. The underlying funds value securities in their portfolios for which market quotations are readily available at their
market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods
established by the boards of the underlying funds. The shares of many closed-end investment companies, after their initial public
offering, frequently trade at a price per share, which is different than the net asset value per share. The difference represents
a market premium or market discount of such shares. There can
RESQ
FUNDS
|
NOTES
TO FINANCIAL STATEMENTS (Unaudited)(Continued)
|
March
31, 2020
|
be
no assurances that the market discount or market premium on shares of any closed-end investment company purchased by a Fund will
not change.
The
Funds may hold securities, such as private investments, interests in commodity pools, other non-traded securities or temporarily
illiquid securities, for which market quotations are not readily available or are determined to be unreliable. These securities
will be valued using the fair value procedures approved by the Board. The Board has delegated execution of these
procedures to a fair value committee composed of one or more representatives from each of the (i) Trust, (ii) administrator, and
(iii) advisor. The committee may also enlist third party consultants such as a valuation specialist at a public accounting firm,
valuation consultant or financial officer of a security issuer on an as-needed basis to assist in determining a security-specific
fair value. The Board reviews and ratifies the execution of this process and the resultant fair value prices at least quarterly
to assure the process produces reliable results.
Fair
Valuation Process – As noted above, the fair value committee is composed of one or more representatives from each of
the (i) Trust, (ii) administrator, and (iii) advisor. The applicable investments are valued collectively via inputs from each
of these groups. For example, fair value determinations are required for the following securities: (i) securities for which market
quotations are insufficient or not readily available on a particular business day (including securities for which there is a short
and temporary lapse in the provision of a price by the regular pricing source), (ii) securities for which, in the judgment of
the advisor, the prices or values available do not represent the fair value of the instrument. Factors which may cause the advisor
to make such a judgment include, but are not limited to, the following: only a bid price or an asked price is available; the spread
between bid and asked prices is substantial; the frequency of sales; the thinness of the market; the size of reported trades;
and actions of the securities markets, such as the suspension or limitation of trading; (iii) securities determined to be illiquid;
(iv) securities with respect to which an event that will affect the value thereof has occurred (a significant event)
since the closing prices were established on the principal exchange on which they are traded, but prior to each Funds calculation
of its net asset value. Specifically, interests in commodity pools or managed futures pools are valued on a daily basis by reference
to the closing market prices of each futures contract or other asset held by a pool, as adjusted for pool expenses. Restricted
or illiquid securities, such as private placements or non-traded securities are valued via inputs from the advisor based upon
the current bid for the security from two or more independent dealers or other parties reasonably familiar with the facts and
circumstances of the security (who should take into consideration all relevant factors as may be appropriate under the circumstances).
If the advisor is unable to obtain a current bid from such independent dealers or other independent parties, the fair value committee
shall determine the fair value of such security using the following factors: (i) the type of security; (ii) the cost at date of
purchase; (iii) the size and nature of the Funds holdings; (iv) the discount from market value of unrestricted securities of
the same class at the time of purchase and subsequent thereto; (v) information as to any transactions or offers with respect to
the security; (vi) the nature and duration of restrictions on disposition of the security and the existence of any registration
rights; (vii) how the yield of the security compares to similar securities of companies of similar or equal creditworthiness;
(viii) the level of recent trades of similar or comparable securities; (ix) the liquidity characteristics of the security; (x)
current market conditions; and (xi) the market value of any securities into which the security is convertible or exchangeable.
The Funds utilize various methods to measure the fair value of all of its investments on a recurring basis. GAAP establishes a
hierarchy that prioritizes inputs to valuation methods. The three levels of input are:
Level 1 – Unadjusted quoted
prices in active markets for identical assets and liabilities that the Funds have the ability to access.
Level 2 –
Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly
or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments,
interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 – Unobservable
inputs for the asset or liability, to the extent relevant observable inputs are not available, representing each Funds
own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on
the best information available.
The availability of observable inputs can vary from security to security and is affected by a
wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in
the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation
is based on models or
RESQ
FUNDS
|
NOTES
TO FINANCIAL STATEMENTS (Unaudited)(Continued)
|
March
31, 2020
|
inputs
that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the
degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs used to
measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level
in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level
input that is significant to the fair value measurement in its entirety.
The inputs or methodology used for valuing securities
are not necessarily an indication of the risk associated with investing in those securities. The following tables summarize the
inputs used as of March 31, 2020 for each Funds investments measured at fair value:
RESQ Dynamic Allocation Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets *
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Exchange Traded Funds
|
|
$
|
23,457,192
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,457,192
|
|
Total
|
|
$
|
23,457,192
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,457,192
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESQ Strategic Income Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets *
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Exchange Traded Funds
|
|
$
|
27,531,991
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,531,991
|
|
Total
|
|
$
|
27,531,991
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,531,991
|
|
The
Funds did not hold any Level 3 securities during the period.
|
*
|
Please
refer to the Portfolio of Investments for classification by asset type.
|
Security
Transactions and Investment Income – Investment security transactions are accounted for on a trade date basis.
Cost is determined and gains and losses are based upon the specific identification method for both financial statement and federal
income tax purposes. Dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis.
Purchase discounts and premiums on securities are accreted and amortized over the life of the respective securities using the
effective interest method.
Distributions
to Shareholders – Distributions from net investment income, if any, are declared and paid at least annually and are
recorded on the ex-dividend date. The Funds will declare and pay net realized capital gains, if any, annually. The character of
income and gains to be distributed is determined in accordance with federal income tax regulations, which may differ from GAAP.
These book/tax differences are considered either temporary (i.e., deferred losses, capital loss carry forwards)
or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition
of net assets based on their federal tax-basis treatment; temporary differences do not require classification.
Federal
Income Taxes – It is each Funds policy to comply with the requirements of the Internal Revenue Code applicable
to regulated investment companies and to distribute all of its taxable income to its shareholders. Therefore, no provision for
federal income tax is required. The Funds recognize the tax benefits of uncertain tax positions only where the position is more
likely than not to be sustained assuming examination by tax authorities. Management has analyzed the Funds tax positions
and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken
on returns filed for open tax years 2017-2019, or expected to be taken in the Funds 2020 tax returns. Each Fund identifies
its major tax jurisdictions as U.S. federal, Ohio and foreign jurisdictions where the Fund makes significant investments. Neither
Fund is aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will
change materially in the next twelve months.
Exchange
Traded Funds – The Funds may invest in exchange traded funds (ETFs). ETFs are a type of fund bought and
sold on a securities exchange. An ETF trades like common stock and may be actively managed or represent a fixed portfolio of securities.
The risks of owning an ETF generally reflect the risks of owning the underlying securities in which they invest, although the
lack of liquidity on an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their
value.
Exchange
Traded Notes – The Funds may invest in exchange traded notes (ETNs). ETNs are a type of debt security
that is linked to the performance of underlying securities. The risks of owning ETNs generally reflect the risks of owning
RESQ
FUNDS
|
NOTES
TO FINANCIAL STATEMENTS (Unaudited)(Continued)
|
March
31, 2020
|
the
underlying securities they are designed to track. In addition, ETNs are subject to credit risk generally to the same extent as
debt securities.
Expenses
– Expenses of the Trust that are directly identifiable to a specific fund are charged to that fund. Expenses
that are not readily identifiable to a specific fund are allocated in such a manner as deemed equitable, taking into consideration
the nature and type of expense and the relative sizes of the funds in the Trust.
Indemnification
– The Trust indemnifies its officers and Trustees for certain liabilities that may arise from the performance
of their duties to the Trust. Additionally, in the normal course of business, the Funds enter into contracts that contain a variety
of representations and warranties and which provide general indemnities. The Funds maximum exposure under these arrangements
is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, based
on experience, the Funds expect the risk of loss due to these warranties and indemnities to be remote.
Cash
and Cash Equivalents – Cash and cash equivalents include cash and overnight investments in interest-bearing demand deposits
with a financial institution with original maturities of three months or less. The Funds maintain deposits with a high quality
financial institution in an amount that is in excess of federally insured limits.
|
3.
|
INVESTMENT
ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES
|
RESQ
Investment Partners, LLC (the Advisor), serves as investment advisor to the Funds. Subject to the oversight of the
Board, the Advisor is responsible for the management of each Funds investment portfolio. Pursuant to an investment advisory
agreement with the Trust, on behalf of each Fund, the Advisor directs the daily operations of each Fund and supervises the performance
of administrative and professional services provided by others. As compensation for its services and the related expenses borne
by the Advisor, each Fund pays the Advisor a fee, computed and accrued daily and paid monthly at an annual rate of 1.45% of each
of the RESQ Dynamic Allocation Funds and RESQ Strategic Income Funds average daily net assets. For the six months
ended March 31, 2020, the Advisor earned advisory fees of $261,654 and $237,386 for the RESQ Dynamic Allocation Fund and RESQ
Strategic Income Fund, respectively.
Pursuant
to a written contract (the Waiver Agreement), the Advisor has agreed to waive a portion of its advisory fee and
has agreed to reimburse the Funds for other expenses until at least January 31, 2021 to the extent necessary so that the total
operating expenses incurred by a Fund exclusive of any front-end or contingent deferred loads, brokerage fees and commissions,
acquired fund fees and expenses, borrowing costs (such as interest and dividend expense on securities sold short), taxes and extraordinary
expenses, such as litigation expenses (which may include indemnification of Fund officers and Trustees, contractual indemnification
of Fund service providers (other than the Advisor)) do not exceed 2.20%, 2.80% and 1.80% of the daily average net assets attributable
to each Funds Class A, Class C and Class I shares, respectively (the Expense Limitation). During the six
months ended March 31, 2020, the Advisor waived fees/reimbursed expenses pursuant to the Waiver Agreement in the amount of $62,097
and $67,252 for the RESQ Dynamic Allocation Fund and the RESQ Strategic Income Fund, respectively.
If
the Advisor waives any fee or reimburses any expense pursuant to the Waiver Agreement, and a Funds operating expenses are
subsequently less than the expense limitation, the Advisor shall be entitled to reimbursement by the Fund for such waived fees
or reimbursed expenses provided that such reimbursement does not cause the Funds expenses to exceed the expense limitation
then in effect or in effect at time of waiver. If Fund operating expenses subsequently exceed the expense limitation, the reimbursements
shall be suspended. The Advisor may seek reimbursement only for expenses waived or paid by it during the three years prior to
such reimbursement; provided, however, that such expenses may only be reimbursed to the extent they were waived or paid after
the date of the Waiver Agreement (or any similar agreement). The Board may terminate this expense reimbursement arrangement at
any time upon 60 days written notice to the Advisor. As of September 30, 2019, the total amount of expense reimbursement subject
to recapture for the RESQ Dynamic Allocation Fund is $223,263, of which $30,118 will expire on September 30, 2020, $78,399 will
expire on September 30, 2021, and $114,746 will expire on September 30, 2022. As of September 30, 2019, the total amount of expense
reimbursement subject to recapture for the RESQ Strategic Income Fund is $252,993, of which $33,409 will expire on September 30,
2020, $91,491 will expire on September 30, 2021 and $128,093 will expire on September 30, 2022.
RESQ
FUNDS
|
NOTES
TO FINANCIAL STATEMENTS (Unaudited)(Continued)
|
March
31, 2020
|
Distributor
– The distributor of the Funds is Northern Lights Distributors, LLC (NLD or the Distributor).
The Board has adopted, on behalf of the Funds, the Trusts Master Distribution and Shareholder Servicing Plans for Class
A and Class C shares, as amended (the Plans), pursuant to Rule 12b-1 under the 1940 Act, to pay for certain distribution
activities and shareholder services related to Class A and Class C shares. Under the Plans, the Funds may each pay 0.40% per year
of the average daily net assets of Class A shares and 1.00% per year of the average daily net assets of Class C shares for such
distribution and shareholder service activities. For the six months ended March 31, 2020, RESQ Dynamic Allocation Fund incurred
distribution fees of $71,531 and $209 for Class A and Class C shares, respectively. For the six months ended March 31, 2020, the
RESQ Strategic Income Fund incurred distribution fees of $65,441 and $64 for Class A and Class C shares, respectively.
The
Distributor acts as the Funds principal underwriter in a continuous public offering of the Funds shares. During
the six months ended March 31, 2020, the Distributor did not receive any underwriting commissions for sales of RESQ Dynamic Allocation
Funds Class A shares. During the six months ended March 31, 2020, the Distributor did not receive any underwriting commissions
for sales of RESQ Strategic Income Funds Class A shares.
In
addition, certain affiliates of the Distributor provide services to the Funds as follows:
Gemini
Fund Services, LLC (GFS) – GFS, an affiliate of the Distributor, provides administration, fund accounting,
and transfer agent services to the Fund. Pursuant to a separate servicing agreement with GFS, the Funds pay GFS customary fees
for providing administration, fund accounting and transfer agency services to the Funds. Certain officers of the Trust are also
officers of GFS, and are not paid any fees directly by the Funds for serving in such capacities.
Northern
Lights Compliance Services, LLC (NLCS) – NLCS, an affiliate of GFS and the Distributor, provides a Chief Compliance
Officer to the Funds, as well as related compliance services, pursuant to a consulting agreement between NLCS and the Funds. Under
the terms of such agreement, NLCS receives customary fees from the Funds. An officer of the Funds are also an officer of NLCS,
and are not paid any fees directly by the Funds for serving in such capacity.
Blu
Giant, LLC (Blu Giant) – Blu Giant, an affiliate of GFS and the Distributor, provides EDGAR conversion
and filing services as well as print management services for the Funds on an ad-hoc basis. For the provision of these services,
Blu Giant receives customary fees from the Funds.
Effective
February 1, 2019, NorthStar Financial Services Group, LLC, the parent company of GFS and its affiliated companies including NLD,
NLCS and Blu Giant (collectively, the Gemini Companies), sold its interest in the Gemini Companies to a third party
private equity firm that contemporaneously acquired Ultimus Fund Solutions, LLC (an independent mutual fund administration firm)
and its affiliates (collectively, the Ultimus Companies). As a result of these separate transactions, the Gemini
Companies and the Ultimus Companies are now indirectly owned through a common parent entity, The Ultimus Group, LLC.
Each
Fund may assess a short-term redemption fee of 2.00% of the total redemption amount if a shareholder sells his shares after holding
them for less than 30 days. The redemption fee is paid directly to the applicable Fund. For the six months ended March 31, 2020,
the RESQ Dynamic Allocation Fund and RESQ Strategic Income Fund did not assess any redemption fees.
|
5.
|
INVESTMENT
TRANSACTIONS
|
For
the six months ended March 31, 2020, cost of purchases and proceeds from sales of portfolio securities, other than short-term
investments, amounted to $ 98,933,514 and $104,036,353, respectively, for the RESQ Dynamic Allocation Fund, and $80,731,343 and
$82,909,411, respectively, for the RESQ Strategic Income Fund.
RESQ
FUNDS
|
NOTES
TO FINANCIAL STATEMENTS (Unaudited)(Continued)
|
March
31, 2020
|
|
6.
|
AGGREGATE
UNREALIZED APPRECIATION AND DEPRECIATION – TAX BASIS
|
The
identified cost of investments in securities owned by each Fund for federal income tax purposes, and its respective gross unrealized
appreciation and depreciation at March 31, 2020, were as follows:
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
Net Unrealized
|
|
|
|
Tax
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Appreciation
|
|
Fund
|
|
Cost
|
|
|
Appreciation
|
|
|
Depreciation
|
|
|
(Depreciation)
|
|
RESQ Dynamic Allocation Fund
|
|
$
|
28,254,378
|
|
|
$
|
—
|
|
|
$
|
(4,797,186
|
)
|
|
$
|
(4,797,186
|
)
|
RESQ Strategic Income Fund
|
|
|
28,808,016
|
|
|
|
418,291
|
|
|
|
(1,694,316
|
)
|
|
|
(1,276,025
|
)
|
|
7.
|
DISTRIBUTIONS
TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL
|
The
tax character of distributions paid during the fiscal years ended September 30, 2019 and September 30, 2018 was as follows:
For fiscal year ended
|
|
Ordinary
|
|
|
Long-Term
|
|
|
Return of
|
|
|
|
|
9/30/2019
|
|
Income
|
|
|
Capital Gains
|
|
|
Capital
|
|
|
Total
|
|
RESQ Dynamic Allocation Fund
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
RESQ Strategic Income Fund
|
|
|
42,997
|
|
|
|
—
|
|
|
|
—
|
|
|
|
42,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For fiscal year ended
|
|
Ordinary
|
|
|
Long-Term
|
|
|
Return of
|
|
|
|
|
9/30/2018
|
|
Income
|
|
|
Capital Gains
|
|
|
Capital
|
|
|
Total
|
|
RESQ Dynamic Allocation Fund
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
RESQ Strategic Income Fund
|
|
|
354,856
|
|
|
|
—
|
|
|
|
9,037
|
|
|
|
363,893
|
|
As
of September 30, 2019, the components of accumulated earnings/(loss) on a tax basis were as follows:
|
|
Undistributed
|
|
|
Undistributed
|
|
|
Post October Loss
|
|
|
Capital Loss
|
|
|
Other
|
|
|
Unrealized
|
|
|
Total
|
|
|
|
Ordinary
|
|
|
Long-Term
|
|
|
and
|
|
|
Carry
|
|
|
Book/Tax
|
|
|
Appreciation/
|
|
|
Accumulated
|
|
|
|
Income
|
|
|
Capital Gains
|
|
|
Late Year Loss
|
|
|
Forwards
|
|
|
Differences
|
|
|
(Depreciation)
|
|
|
Earnings/(Loss)
|
|
RESQ Dynamic Allocation Fund
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4,053,851
|
)
|
|
$
|
(861,325
|
)
|
|
$
|
—
|
|
|
$
|
159,765
|
|
|
$
|
(4,755,411
|
)
|
RESQ Strategic Income Fund
|
|
|
597
|
|
|
|
—
|
|
|
|
(45,151
|
)
|
|
|
(5,923,830
|
)
|
|
|
—
|
|
|
|
(221,704
|
)
|
|
|
(6,190,088
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
difference between book basis and tax basis accumulated net realized loss and unrealized appreciation/(depreciation) is primarily
attributable to the tax deferral of losses on wash sales and adjustments for partnerships.
Late
year losses incurred after December 31 within the fiscal year are deemed to arise on the first business day of the following fiscal
year for tax purposes. The RESQ Dynamic Allocation Fund incurred and elected to defer such capital losses of $ 102,432.
Capital
losses incurred after October 31 within the fiscal year are deemed to arise on the first business day of the following fiscal
year for tax purposes. Funds incurred and elected to defer such capital losses as follows:
|
|
Post October
|
|
|
|
Losses
|
|
RESQ Dynamic Allocation Fund
|
|
$
|
3,951,419
|
|
RESQ Strategic Income Fund
|
|
|
45,151
|
|
RESQ
FUNDS
|
NOTES
TO FINANCIAL STATEMENTS (Unaudited)(Continued)
|
March
31, 2020
|
At
September 30, 2019, the Funds had capital loss carry forwards for federal income tax purposes available to offset future capital
gains as follows:
|
|
Non-Expiring
|
|
|
Non-Expiring
|
|
|
|
|
|
Capital Loss Carry
|
|
|
|
Short-Term
|
|
|
Long-Term
|
|
|
Total
|
|
|
Forwards Utilized
|
|
RESQ Dynamic Allocation Fund
|
|
$
|
834,065
|
|
|
$
|
27,260
|
|
|
$
|
861,325
|
|
|
$
|
1,113,883
|
|
RESQ Strategic Income Fund
|
|
|
5,919,928
|
|
|
|
3,902
|
|
|
|
5,923,830
|
|
|
|
—
|
|
Permanent
book and tax differences, primarily attributable to the reclass of net operating losses and tax adjustment related to a tax return
update, resulted in reclassifications for the fiscal year ended September 30, 2019 as follows:
|
|
Paid
|
|
|
|
|
|
|
In
|
|
|
Accumulated
|
|
|
|
Capital
|
|
|
Loss
|
|
RESQ Dynamic Allocation Fund
|
|
$
|
(395,513
|
)
|
|
$
|
395,513
|
|
RESQ Strategic Income Fund
|
|
|
(25,133
|
)
|
|
|
25,133
|
|
|
|
|
|
|
|
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The
beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates presumption of
control of the fund, under Section 2(a)(9) of the 1940 Act. As of March 31, 2020, the shareholders listed below held more than
25% of a Fund and may be deemed to control that Fund.
Shareholder
|
|
Fund
|
|
Percent
|
Charles Schwab & Co.
|
|
RESQ Dynamic Allocation Fund
|
|
55.01%
|
NFS LLC
|
|
RESQ Dynamic Allocation Fund
|
|
44.70%
|
Charles Schwab & Co.
|
|
RESQ Strategic Income Fund
|
|
54.97%
|
NFS LLC
|
|
RESQ Strategic Income Fund
|
|
44.84%
|
Subsequent
events after the date of the Statements of Assets and Liabilities have been evaluated through the date the financial statements
were issued. Management has determined that no events or transactions occurred requiring adjustment or disclosure in the financial
statements.
RESQ
Funds
|
EXPENSE
EXAMPLES (Unaudited)
|
March
31, 2020
|
As
a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and
redemption fees; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees, and other Fund expenses.
This example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these
costs with the ongoing costs of investing in other mutual funds.
The
example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from October
1, 2019 through March 31, 2020.
Actual
Expenses
The
Actual columns in the tables below provide information about actual account values and actual expenses. You may
use the information below; together with the amount you invested, to estimate the expenses that you paid over the period. Simply
divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by
the number in the table under the heading entitled Expenses Paid During Period to estimate the expenses you paid
on your account during this period.
Hypothetical
Example for Comparison Purposes
The
Hypothetical columns in the tables below provide information about hypothetical account values and hypothetical
expenses based on each Funds actual expense ratio and an assumed rate of return of 5% per year before expenses, which is
not the Funds actual return. The hypothetical account values and expenses may not be used to estimate the actual ending
account balances or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with
the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please
note that the expenses shown in the tables are meant to highlight your ongoing costs only and do not reflect any transactional
costs, such as sales charges (loads). Therefore, the table is useful in comparing ongoing costs only, and will not help you determine
the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would
have been higher.
RESQ
Dynamic Allocation Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hypothetical
|
|
|
|
|
|
Actual
|
|
(5%
return before expenses)
|
|
|
|
Funds
|
|
Beginning
|
|
Ending
|
|
Expenses
|
|
Beginning
|
|
Ending
|
|
Expenses
|
|
|
|
Annualized
|
|
Account
|
|
Account
|
|
Paid
|
|
Account
|
|
Account
|
|
Paid
|
|
|
|
Expense
|
|
Value
|
|
Value
|
|
During
|
|
Value
|
|
Value
|
|
During
|
|
|
|
Ratio
|
|
10/1/19
|
|
3/31/20
|
|
Period
(a)
|
|
10/1/19
|
|
3/31/20
|
|
Period
(a)
|
|
Class
A
|
|
2.20%
|
|
$1,000.00
|
|
$885.90
|
|
$10.37
|
|
$1,000.00
|
|
$1,014.00
|
|
$11.08
|
|
Class
C
|
|
2.80%
|
|
$1,000.00
|
|
$883.20
|
|
$13.18
|
|
$1,000.00
|
|
$1,011.00
|
|
$14.08
|
|
Class
I
|
|
1.80%
|
|
$1,000.00
|
|
$887.70
|
|
$8.49
|
|
$1,000.00
|
|
$1,016.00
|
|
$9.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESQ
Strategic Income Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hypothetical
|
|
|
|
|
|
Actual
|
|
(5%
return before expenses)
|
|
|
|
Funds
|
|
Beginning
|
|
Ending
|
|
Expenses
|
|
Beginning
|
|
Ending
|
|
Expenses
|
|
|
|
Annualized
|
|
Account
|
|
Account
|
|
Paid
|
|
Account
|
|
Account
|
|
Paid
|
|
|
|
Expense
|
|
Value
|
|
Value
|
|
During
|
|
Value
|
|
Value
|
|
During
|
|
|
|
Ratio
|
|
10/1/19
|
|
3/31/20
|
|
Period
(a)
|
|
10/1/19
|
|
3/31/20
|
|
Period
(a)
|
|
Class
A
|
|
2.20%
|
|
$1,000.00
|
|
$986.20
|
|
$10.92
|
|
$1,000.00
|
|
$1,014.00
|
|
$11.08
|
|
Class
C
|
|
2.80%
|
|
$1,000.00
|
|
$982.90
|
|
$13.88
|
|
$1,000.00
|
|
$1,011.00
|
|
$14.08
|
|
Class
I
|
|
1.80%
|
|
$1,000.00
|
|
$988.20
|
|
$8.95
|
|
$1,000.00
|
|
$1,016.00
|
|
$9.07
|
|
|
(a)
|
Expenses
are equal to the average account value over the period, multiplied by each Funds annualized expense ratio, multiplied by
the number of days in the period (183) divided by the number of days in the fiscal year (366).
|
RESQ
FUNDS
|
SUPPLEMENTAL
INFORMATION (Unaudited)
|
March
31, 2020
|
Renewal
of Advisory Agreement – RESQ Dynamic Allocation Fund and RESQ Strategic Income Fund*
In
connection with a meeting held on November 19-20, 2019, the Board, including a majority of the Trustees who are not interested
persons, as that term is defined in the Investment Company Act of 1940, as amended, discussed the renewal of the investment
advisory agreement (the Advisory Agreement) between the Advisor and the Trust, with respect to the RESQ Dynamic
Allocation Fund (RESQ DA) and RESQ Strategic Income Fund (RESQ SI). In considering the renewal of
the Advisory Agreement, the Board received materials specifically relating to RESQ DA and RESQ SI and the Advisory Agreement.
The
Board relied upon the advice of independent legal counsel and its own business judgment in determining the material factors to
be considered in evaluating the Advisory Agreement and the weight to be given to each such factor. The Boards conclusions
were based on an evaluation of all of the information provided and were not the result of any one factor. Moreover, each Trustee
may have afforded different weight to the various factors in reaching conclusions with respect to the Advisory Agreement.
Nature,
Extent & Quality of Services. The Board noted that the Advisor was founded in 2013 and had approximately $71 million
in assets under management. The Board remarked that the Advisors key investment personnel responsible for the Funds had
several years of financial industry experience. The Board observed the Advisor used multiple technical indicators to study the
price movements of securities and create quantitative models that were updated on an ongoing basis to identify market trends.
The Board acknowledged that the Advisor relied on its research and modeling process for risk management and contracted with multiple
signal providers to confirm market trends and sector rotation. The Board recognized that the Advisor monitored compliance with
the Funds investment limitations using a checklist system from pre-trade to post-trade operations and built each RESQ Funds
investment limitations into the respective models algorithm to ensure each RESQ Fund remained within the applicable models
parameters. The Board noted the Advisor monitored each trade for best execution and price and reviewed its broker dealers annually.
The Board discussed that the Advisors active management style based on mathematical algorithms took the emotion out of
trading and had benefitted capital preservation. The Board concluded it expected the Advisor to provide satisfactory service to
each RESQ Fund and their respective shareholders.
Performance.
RESQ
DA—The Board noted that RESQ DA had a one-star Morningstar rating and underperformed its peer group, Morningstar category,
and the S&P 500 Total Return Index across all periods. The Board recognized that RESQ DA remained in a defensive position
throughout periods of market volatility and missed the upside when markets recovered. The Board discussed that RESQ DA was in
the top quartile for standard deviation over the 1-year and 3-year periods. Although past performance is not predictive of future
results, the Board concluded that the Advisor had the potential to provide satisfactory returns.
RESQ
SI—The Board noted that RESQ SI received a one-star rating from Morningstar and underperformed its peer group, Morningstar
category and the Bloomberg Barclays US Aggregate Bond Total Return Index across all periods. The Board discussed the Advisors
belief that RESQ SI was more akin to an alternative nontraditional bond product that was rarely invested in pure equities such
that the benchmark did not provide the most apt comparison. The Board considered that bond-like investments in RESQ SI did not
recover as quickly as its peer funds after the severe market decline during the fourth quarter of 2018. The Board remarked that,
based on information the Advisor provided, RESQ SI was currently outperforming its Morningstar category and had low standard deviation.
Although past performance is not predictive of future results, the Board concluded that the Advisor had the potential to provide
satisfactory returns.
RESQ
FUNDS
|
SUPPLEMENTAL
INFORMATION (Unaudited)(Continued)
|
March
31, 2020
|
Fees
and Expenses.
RESQ
DA—The Board noted the Advisors advisory fee charged to RESQ DA was 1.45% and the highest fee in its Morningstar
category and peer group. The Board further noted that the 1.80% net expense ratio for RESQ DA was the high of its Morningstar
category and peer group. The Board recalled its discussion with the Advisor in which representatives of the Advisor explained
the quality of its research, active management and risk monitoring for RESQ DA at current asset levels drove its higher than average
fees and expenses. The Board noted the Advisor was willing to explore expense reductions in the future, and that it currently
had an expense limitation in place that it intended to renew. The Board concluded that the Advisors advisory fee for RESQ
DA was not unreasonable.
RESQ
SI—The Board noted the Advisors 1.45% annual advisory fee charged to RESQ SI was the highest fee in its Morningstar
category and peer group. The Board discussed RESQ SIs 1.80% net expense ratio was the high of the Morningstar category
and tied with the highest of its peer group. The Board noted that RESQ SI was smaller than most funds in its peer group. The Board
appreciated that the Advisor was open to exploring fee reductions at a later date. The Board concluded that the Advisors
advisory fee for RESQ SI was not unreasonable.
Economies
of Scale. The Board discussed the size of the Funds and their prospects for growth, concluding neither RESQ DA nor RESQ
SI had achieved meaningful economies that would necessitate the establishment of breakpoints. The Board noted the Advisor was
willing to discuss the implementation of breakpoints as the assets of the Funds grew and the Advisor achieved material economies
of scale related to their operations. The Board agreed to monitor and revisit the issue at the appropriate time.
Profitability.
The Board reviewed the Advisors profitability analysis in connection with its management of each RESQ Fund, and noted that
the Advisor was managing each of the Funds at a loss. The Board concluded, therefore, that excessive profitability was not an
issue for the Advisor.
Conclusion.
Having requested and reviewed such information from the Advisor as the Board believed to be reasonably necessary to evaluate the
terms of the Advisory Agreement, and as assisted by the advice of independent counsel, the Board concluded that the advisory fee
for each of the Funds was not unreasonable, and renewal of the Advisory Agreement was in the best interests of each RESQ Fund
and its shareholders.
|
*
|
Due
to timing of the contract renewal schedule, these deliberations may or may not relate to the current performance results of the
Funds.
|
PRIVACY
NOTICE
Rev.
February 2014
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
dont share
|
For
joint marketing with other financial companies
|
No
|
We
dont share
|
For our affiliates
everyday business purposes –
information about your
transactions and experiences
|
No
|
We
dont share
|
For our affiliates
everyday business purposes –
information about your
creditworthiness
|
No
|
We
dont share
|
For
nonaffiliates to market to you
|
No
|
We
dont share
|
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 drivers license
We also collect your personal information from other companies.
|
Why
cant 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 doesnt jointly market.
|
|
|
|
|
|
|
PROXY
VOTING POLICY
Information
regarding how the Funds voted proxies relating to portfolio securities for the most recent twelve month period ended June 30 as
well as a description of the policies and procedures that the Funds use to determine how to vote proxies is available without
charge, upon request, by calling 1-877-940-2526 or by referring to the Securities and Exchange Commissions (SEC)
website at http://www.sec.gov.
PORTFOLIO
HOLDINGS
The
Funds file their complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year on
Form N-PORT. Form N-PORT is available on the SECs website at http://www.sec.gov. The information on Form N-PORT is available
without charge, upon request, by calling 1-877-940-2526.
|
INVESTMENT
ADVISOR
|
RESQ
Investment Partners, LLC
|
9260
E. Raintree Drive, Suite 100
|
Scottsdale,
Arizona 85260
|
|
ADMINISTRATOR
|
Gemini
Fund Services, LLC
|
4221
North 203rd Street, Suite 100
|
Elkhorn,
Nebraska 68022
|