Filed with the Securities and Exchange Commission on May 23, 2024

1933 Act Registration File No. 333-276290

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☒

☐ Pre-Effective Amendment No. ___

☒ Post-Effective Amendment No. 1

(Check appropriate box or boxes.)

INVESTMENT MANAGERS SERIES TRUST III

(Exact Name of Registrant as Specified in Charter)

235 West Galena Street

Milwaukee, WI 53212-3948

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: (626) 385-5777

Diane J. Drake

Mutual Fund Administration, LLC

2220 E. Route 66, Suite 226

Glendora, CA 91740

(Name and Address of Agent for Service)

Copy to:

Laurie Dee

Morgan, Lewis & Bockius LLP

600 Anton Boulevard, Suite 1800

Costa Mesa, CA 92626

Approximate Date of Proposed Public Offering: As soon as practicable after the Registration Statement becomes effective under the Securities Act of 1933, as amended.

It is proposed that this filing will become effective on the 30^th day pursuant to Rule 488.

Title of Securities Being Registered:

FPA Global Equity ETF

No filing fee is required because an indefinite number of shares have previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940.

PART C: OTHER INFORMATION

Item 15.

Indemnification

Reference is made to Article VI of Registrant’s Declaration of Trust, which is incorporated herein by reference. Registrant hereby also makes the undertaking consistent with Rule 484 under the Securities Act of 1933, as amended. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, 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 the 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 director, 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 the Act and will be governed by the final adjudication of such issue.

Pursuant to the Distribution Agreement between Registrant and UMB Distribution Services, LLC (“Provider”), Registrant shall indemnify, defend and hold Provider, and each of its present or former directors, members, officers, employees, representatives and any person who controls or previously controlled Provider within the meaning of Section 15 of the Securities Act (“Provider Indemnitees”), free and harmless from and against: (1) any and all losses, claims, demands, liabilities, damages, charges, payments, costs and expenses (including the costs of investigating or defending any alleged losses, claims, demands, liabilities, damages, charges, payments, fines, penalties, costs or expenses and any counsel fees incurred in connection therewith) of any and every nature (“Losses”) which Provider and each of the Provider Indemnitees may incur under the Securities Act, the Securities Exchange Act of 1934 and the Investment Company Act of 1940 and any other statute (including Blue Sky laws) or any rule or regulation thereunder, or under common law or otherwise arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement or any Prospectus, an annual or interim report to shareholders or sales literature, or any amendments or supplements thereto, or arising out of or based upon any omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that Registrant’s obligation to indemnify Provider and any of the foregoing Provider Indemnitees shall not be deemed to cover any Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with information relating to Provider and furnished to Registrant or its counsel by Provider in writing for the purpose of, and used in, the preparation thereof; or (2) any and all Losses which Provider and each of the Provider Indemnitees may incur in connection with this Agreement, Provider’s performance hereunder, or Provider’s acting in accordance with instructions from Registrant or its representatives, except to the extent the Losses result from Provider’s breach of this Agreement or from Provider’s willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

ITEM 16.

EXHIBITS

(1)	Charter Documents:

	(a)	Agreement and Declaration of Trust is incorporated herein by reference to Post-Effective Amendment No. 24 to Registrant’s Registration Statement on Form N-1A filed with the Securities and Exchange Commission (the “Commission”) on July 13, 1998.

	(b)	Certificate of Trust is incorporated herein by reference to Post-Effective Amendment No. 24 to Registrant’s Registration Statement on Form N-1A filed with the Commission on July 13, 1998.

	(c)	Certificate of Amendment to Certificate of Trust is incorporated herein by reference to Post-Effective Amendment No. 24 to Registrant’s Registration Statement on Form N-1A filed with the Commission on July 13, 1998.

	(d)	Certificate of Amendment to Certificate of Trust is incorporated herein by reference to Post-Effective Amendment No. 52 to Registrant’s Registration Statement on Form N-1A filed with the Commission on August 1, 2003.

(2)	By-Laws:

	(a)	By-Laws are incorporated herein by reference to Post-Effective Amendment No. 24 to Registrant’s Registration Statement on Form N-1A filed with the Commission on July 13, 1998.

	(b)	Amendment to By-Laws dated December 10, 1998 are incorporated herein by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement on Form N-1A filed with the Commission on February 8, 1999.

	(c)	Amendment to By-Laws dated February 6, 2006 are incorporated herein by reference to Post-Effective Amendment No. 55 to Registrant’s Registration Statement on Form N-1A filed with the Commission on August 1, 2006.

	(d)	Amendment to By-Laws dated August 7, 2006 are incorporated herein by reference to Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A filed with the Commission on August 1, 2007.

(3)	Not applicable.

(4)	Agreement and Plan of Reorganization:

	(a)	Form of Agreement and Plan of Reorganization is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.

(5)		Instruments Defining Rights of Security Holders is incorporated by reference to Registrant’s Agreement and Declaration of Trust and Bylaws.

(6)	Investment Advisory Agreements:

	(a)	Form of Investment Advisory Agreement between Registrant, on behalf of the FPA Global Equity ETF and First Pacific Advisors, LP (“FPA”) is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.

	(b)	Expense Limit Agreement between Registrant, on behalf of FPA Global Equity ETF, and FPA is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.

(7)	Distribution Agreements:

	(a)	Distribution Agreement between Registrant and UMB Distribution Services, LLC dated as of September 28, 2012 is incorporated herein by reference to Post-Effective Amendment No. 67 to Registrant’s Registration Statement on Form N-1A filed with the Commission on April 30, 2013.

	(b)	Amendment to Distribution Agreement between Registrant and UMB Distribution Services, LLC Fund is incorporated herein by reference to Post-Effective Amendment No. 84 to Registrant’s Registration Statement on Form N-1A filed with the Commission on December 31, 2018.

	(c)	Amendment Agreement to the Distribution Agreement between Registrant and UMB Distribution Services, LLC and the Transfer Agency Agreement between the Registrant and UMB Fund Services, Inc. (“UMBFS”) is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.

	(d)	Form of Authorized Participant Agreement is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.

(8)	Not applicable.

(9)	Custody Agreements:

	(a)	Form of Custody Agreement is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.

(10)	Distribution Plan and Rule 18f-3 Plan:

	(a)	Rule 12b-1 Distribution Plan – Not applicable.

	(b)	Rule 18f-3 Plan – Not applicable.

(11)	Opinion of Counsel:

	(a)	Opinion and Consent of Counsel is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.

(12)	Tax Opinion – filed herewith.

(13)	Other Material Contracts
	(a)	Co-Administration Agreement among Registrant, UMBFS and Mutual Fund Administration LLC (“MFAC”) is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.

	(b)	Amended and Restated Schedule A to Co-Administration Agreement among Registrant, UMBFS and MFAC is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.

	(c)	Form of Administrative Services Agreement between Registrant and Brown Brothers Harriman & Co. (“BBH”) is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.

(14)	Other Opinions:

	(a)	Consent of Independent Registered Public Accounting firm for the Acquired Funds is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.

	(b)	Consent of Independent Registered Public Accounting Firm for the Acquiring Funds is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.

(15)	Not applicable.

(16)	Powers of Attorneys

	(a)	Powers of Attorney is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.

(17)	Form of Proxy Card is incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed with the Commission on December 27, 2023.

Item 17.		Undertakings

The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of the registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

Within a reasonable amount of time following the reorganization, the undersigned registrant undertakes to file an opinion of counsel supporting the tax consequences to shareholders discussed in the combined proxy statement and prospectus in a post-effective amendment to this registration statement.

	INVESTMENT MANAGERS SERIES TRUST III

	By:	/s/ Maureen Quill
		Maureen Quill President and Principal Executive Officer

Signatures		Title

/s/ Maureen Quill		Trustee, President and Principal Executive Officer
Maureen Quill

/s/ John P. Zader*		Trustee
John P. Zader

/s/ Sandra Brown*		Trustee
Sandra Brown

/s/ Robert F. Goldrich*		Trustee
Robert F. Goldrich

/s/ J. Richard Atwood*		Trustee
J. Richard Atwood

/s/ Rita Dam		Treasurer, Principal Accounting Officer and
Rita Dam		Principal Financial Officer

*By:	/s/ Rita Dam
	Rita Dam
	as Attorney-in-fact, pursuant to power of attorney previously filed on December 27, 2024.