FIRST AMENDMENT TO OPERATING EXPENSE LIMITATION AGREEMENT Between NORTHERN LIGHTS FUND TRUST III and Persimmon Capital Management, LP

FIRST AMENDMENT TO OPERATING EXPENSE LIMITATION AGREEMENT

Between

NORTHERN LIGHTS FUND TRUST III

and

Persimmon Capital Management, LP

THIS FIRST AMENDMENT TO THE OPERATING EXPENSE LIMITATION AGREEMENT (the “First Amendment”) is made and entered into as of November 29, 2016, between Northern Lights Fund Trust III, a Delaware statutory trust (the “Trust”), and Persimmon Capital Management, LP, a Delaware Limited Company (the "Adviser") located at 0000 Xxxxxx Xxxxxxx West, Xxxxxxx Xxxx, Xxxxx 000, Xxxx Xxxx, XX 00000.

RECITALS:

WHEREAS, the parties previously entered into that certain Operating Expense Limitation Agreement between Northern Lights Fund Trust III and the Adviser dated as of November 29, 2012 (the “Agreement”);

WHEREAS, the Adviser has subsequently agreed to lower the annual operating expense limitation fee as a percentage of net assets of the Persimmon Long/ Short Fund;

NOW, THEREFORE, the parties hereto agree as follows:

Appendix A of the Agreement is hereby replaced with the following:

NAME OF FUND	ANNUAL ADVISORY FEE AS A % OF AVERAGE NET ASSETS OF THE FUND
Persimmon Long/ Short Fund	2.75%

IN WITNESS WHEREOF, the parties have caused this First Amendment 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/ Xxxxx X. Xxx

Name: Xxxxx X. Xxx

Title: President

Persimmon Capital Management, LP

By:/s/ Xxxxxxx X. Xxxx

Name: Xxxxxxx X. Xxxx

Title: Managing Partner