PRE-EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT ON FORM N-1A

N-1A AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON July 10, 2026

1933 Act Registration File No.: 333-292805

1940 Act File No.: 811-24157

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-1A

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. 3

Post-Effective Amendment No. ___

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 3

 

Corgi ETF Trust III

(Exact Name of Registrant as Specified in Charter)

 

425 Bush St, Suite 500
San Francisco, CA 94104

(Address of Principal Executive Offices, Zip Code)

 

Registrant’s Telephone Number, including Area Code: (855) 552-6744

 

Northwest Registered Agent Service, Inc.
8 The Green, STE B
Dover, DE 19901

(Name and Address of Agent for Service)

 

With Copies to:

 

Emily Z. Yuan
Corgi Strategies, LLC
425 Bush St, Suite 500
San Francisco, CA 94104

 

Peter Skaliy (Counsel)
Corgi Strategies, LLC
425 Bush St, Suite 500
San Francisco, CA 94104
Tel: (404) 275-0259

 

Approximate date of proposed public offering: As soon as practicable after the effective date of this registration statement.

 

It is proposed that this filing will become effective (check appropriate box):

 

immediately upon filing pursuant to paragraph (b)

on (date) pursuant to paragraph (b)

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

on (date) pursuant to paragraph (a)(1)

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

on (date) pursuant to paragraph (a)(2) of rule 485.

 

If appropriate, check the following box:

 

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

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file an amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

 

 

 

 

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

July 10, 2026

 

THE INFORMATION HEREIN IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION IN WHICH THE OFFER OR SALE IS NOT PERMITTED.

 

Corgi U.S. Rare Earth & Critical Minerals ETF
listed on Cboe BZX Exchange, Inc.

 

Ticker: XR

 

PROSPECTUS

 

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The Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

 

 

 

 

TABLE OF CONTENTS

 

Fund Summary

Additional Information About the Fund

Portfolio Holdings Information

Management

How to Buy and Sell Shares

Dividends, Distributions, and Taxes

Distribution

Premium/Discount Information

Additional Notices

Financial Highlights

 

Corgi U.S. RARE EARTH & CRITICAL MINERALS ETF - FUND SUMMARY

 

Investment Objective

The Corgi U.S. Rare Earth & Critical Minerals ETF (the "Fund") seeks capital appreciation.

 

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund ("Shares"). You may pay other possible fees, such as your broker-dealer's brokerage commissions and any other fees from financial intermediaries, which are not reflected in the table and Example below. Authorized Participants transacting in Creation Units are subject to transaction fees as described in the Statement of Additional Information.

 

Annual Fund Operating Expenses (1)  (expenses that you pay each year as a percentage of the value of your investment)

Management Fee

 

 

0.35

%

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

 

 

0.00

%

Other Expenses(2)

 

 

0.00

%

Total Annual Fund Operating Expenses

 

 

0.35

%

 


(1)Under the unitary fee arrangement, Corgi Strategies, LLC (the "Adviser"), or any sub-adviser it engages, will bear substantially all of the Fund's ordinary operating expenses, except for: advisory fees; interest on borrowings for investment purposes; dividends and other expenses on securities sold short; taxes; brokerage commissions and other costs of purchasing and selling portfolio securities and other investment instruments; acquired fund fees and expenses; accrued deferred tax liability; fees and expenses payable related to the provision of securities lending services; legal fees or expenses in connection with any arbitration, litigation or pending or threatened arbitration or litigation, including any settlements in connection therewith; any distribution fees and expenses paid under a Rule 12b-1 plan adopted pursuant to the Investment Company Act of 1940, as amended (the "1940 Act"); and other non-routine or extraordinary expenses.

(2)  Based on estimated amounts for the current fiscal year.

 

Expense Example

This Example is designed to help you compare shareholder costs across funds. It assumes a $10,000 investment held for the periods shown and a full redemption at the end of each period, with a 5% annual return and unchanged operating expenses. Your actual expenses may differ; based on these assumptions, your costs would be as shown.

1 Year

 

3 Years

$36

 

$113

 

 

Portfolio Turnover

When the Fund buys and sells securities, it incurs trading costs such as brokerage commissions. Greater trading activity (often called portfolio turnover) generally means higher trading expenses and, in taxable accounts, may result in larger taxable distributions. These amounts are not included in Total Annual Fund Operating Expenses or in the Expense Example and will reduce the Fund's returns. Because the Fund is newly formed, a portfolio turnover rate is not yet available.

 

Principal Investment Strategies

 

The Corgi U.S. Rare Earth & Critical Minerals ETF (the "Fund") is an actively managed exchange-traded fund. The Fund does not seek to track the performance of an index.

 

Under normal circumstances, the Fund will invest at least 80% of the value of its net assets (plus borrowings for investment purposes) in equity securities of Corgi U.S. Rare Earth & Critical Minerals Companies, which are companies that (i) are headquartered in the United States, (ii) have securities listed on a U.S. national securities exchange and are not traded exclusively over-the-counter, (iii) the Adviser determines, at the time of investment, are "materially involved" in the exploration, mining, processing, refining, recycling or advanced manufacturing of rare earth elements (a group of 17 metallic elements often used in advanced magnets, batteries, electronics and defense applications) and other critical minerals that are important to U.S. economic or national security interests, and (iv) have related operations, assets or projects located in the United States that the Adviser considers meaningful under the standards described below. For purposes of the Fund's 80% investment policy, the Adviser will consider a company to be "materially involved" in rare earth or critical mineral-related activities only if, at the time of investment, those activities account for at least 50% of one or more of the company's current revenues, assets, capital expenditures, production volumes, or reserve/resource base (i.e., estimated mineral reserves and mineral resources as classified and disclosed by the issuer based on publicly available technical reports or comparable documentation) or, for a development-stage company with limited or no revenues, at least 50% of its assets or capital expenditures relate to identified rare earth or critical mineral projects. The Adviser will consider U.S.-located related operations, assets or projects to be meaningful only if, at the time of investment, at least 50% of the company's qualifying rare earth or critical mineral-related revenues, assets, capital expenditures, production volumes, reserve/resource base or identified projects are located in the United States. A company will not be included in the Fund's 80% basket solely because the Adviser expects rare earth or critical mineral-related activities to become more significant to the company's business in the future. For purposes of the Fund's strategy, "critical minerals" generally include minerals identified on U.S. government lists as important to U.S. economic or national security interests, such as those on the U.S. Geological Survey's Critical Minerals List. The Fund's 80% investment policy is a non-fundamental policy and may be changed upon 60 days' prior written notice to shareholders. 

 

Although eligible companies must be U.S.-headquartered, listed on a U.S. national securities exchange and have U.S.-located related operations, assets or projects that satisfy the criteria described above, such companies may also conduct operations or own assets outside the United States. The Fund invests solely in equity securities of issuers whose securities are listed on U.S. national securities exchanges and does not invest in depositary receipts or in securities traded exclusively over-the-counter. 

 

The Fund may invest up to 20% of its net assets in other investments, such as cash and cash equivalents, short-term instruments, and other equity securities and exchange-traded funds for liquidity and portfolio management purposes. The Adviser does not intend to use this flexibility to invest in companies whose businesses are materially inconsistent with the Fund's rare earth and critical minerals focus. Companies that do not satisfy the Fund's 80% investment policy at the time of investment, including companies whose rare earth or critical mineral-related activities are primarily future or emergent rather than current, may be held only in this portion of the portfolio. 

 

The Fund expects to invest across the market capitalization spectrum. The Fund will concentrate its investments (i.e., invest more than 25% of its total assets) in the metals and mining industry and in related industries within the rare earth and critical minerals supply chain, including mineral processing and refining (including separation), recycling and recovery, and advanced manufacturing of rare earth elements and other critical minerals. The Fund is classified as a non-diversified investment company under the Investment Company Act of 1940.

 

Principal Risks of Investing in the Fund

 

The principal risks are presented below in order of importance as determined by the Adviser, with the most significant risks appearing first. Each risk described below is considered a "principal risk" of investing in the Fund, regardless of its order. As with any investment, you could lose all or part of your investment. Any of these risks could adversely affect the Fund's net asset value ("NAV"), market price, yield, total return, and/or its ability to achieve its objective.

 

Concentration Risk. The Fund will concentrate its investments (i.e., invest more than 25% of its total assets) in the metals and mining industry and in related industries within the rare earth and critical minerals supply chain, including mineral processing and refining (including separation), recycling and recovery, and advanced manufacturing of rare earth elements and other critical minerals. As a result, the Fund may be more sensitive to adverse economic, business, regulatory, environmental, or market developments affecting those industries than a fund that invests more broadly across multiple sectors, and the Fund's performance may be more volatile. 

 

AP and Market Maker Dependence Risk.  The Fund relies on a limited number of authorized participants ("APs") and market makers to create, redeem, and provide liquidity in Shares. If these firms curtail or cease their activities and others do not step in, Shares may trade at significant premiums/discounts to NAV, experience wider bid-ask spreads, or be subject to trading halts or delisting.

 

Premium/Discount to NAV Risk.  Shares trade at market prices that may be above (premium) or below (discount) NAV, particularly when market volatility is elevated, trading volume is limited, or the portfolio experiences disruptions.

 

Brokerage Commissions and Bid-Ask Spread Risk.  Investors transacting in the secondary market will pay brokerage commissions and may bear costs associated with the bid-ask spread. These costs tend to rise when trading volume is low or markets are stressed and can materially reduce investment results, especially for frequent or small transactions.

 

Rare Earth & Critical Minerals Industry Risk. Rare earth and critical mineral markets may be volatile due to supply constraints, demand shifts across end markets, substitution risk, and technological change. Prices may also be influenced by policy actions, export controls, trade restrictions, or strategic stockpiling, which may affect company revenues, margins, and valuations.

 

Commodity Price and Revenue Volatility Risk. The issuers in which the Fund invests may have revenues and cash flows that are directly or indirectly linked to commodity prices. Commodity prices can decline rapidly, which may reduce profitability, impair asset values, and limit access to capital.

 

Mining, Processing, and Project Development Risk. Resource and industrial projects can require substantial capital, long lead times, and complex engineering, and may face cost overruns, delays, lower-than-expected yields or recovery rates, commissioning and ramp-up challenges, or permitting constraints. Exploration-stage and development-stage companies may be especially dependent on external financing and may have limited operating histories.

 

Limited Shareholder Rights Risk.  The Trust's governing documents limit certain shareholder rights. For example, the Trust generally does not hold annual meetings, and the Board can take certain actions without a shareholder vote (including, in some cases, liquidating the Fund). These provisions can make it harder, more expensive, or slower for shareholders to bring claims or to influence how the Trust or the Fund is run, including because certain claims may be subject to a waiver of the right to a jury trial.

 

Regulatory, Permitting, Environmental, and Community Relations Risk.  Mining, processing, refining, recycling, and related industrial activities are subject to extensive environmental, health and safety, and other regulation. Projects and operations may require numerous permits and approvals and may face litigation, community or stakeholder opposition, changes in regulatory standards, remediation obligations, or enforcement actions. Regulatory or permitting delays or adverse outcomes may materially increase costs or limit operations.

 

U.S. Policy and Strategic Materials Risk. Because the Fund focuses on U.S.-headquartered companies whose rare earth or critical mineral-related operations, assets or projects satisfy the Fund's U.S. eligibility criteria, the Fund may be particularly sensitive to changes in U.S. government policy affecting critical mineral supply chains, including permitting rules, environmental regulations, trade and industrial policy, tariffs, incentives, subsidies, defense-related procurement priorities, and domestic content requirements. Changes in government policy, funding, or enforcement priorities may benefit or harm particular companies or the industry as a whole. 

 

Critical Minerals Definition and Classification Risk.  The Fund's investment universe may be affected by changes to government lists or designations regarding "critical minerals," including the U.S. Geological Survey's Critical Minerals List or similar designations. If a mineral is added to, removed from, or redefined on such lists, or if policy focus shifts among minerals, the Adviser's identification of eligible investments and the market's perception of the sector may change.

 

Supply Chain, Input Cost, and Energy Cost Risk. Companies involved in mining, processing, refining, recycling, and advanced manufacturing may be exposed to fluctuations in the cost or availability of inputs such as energy, reagents, labor, equipment, and transportation. Increased input costs, supply constraints, or disruptions may reduce margins and adversely affect profitability.

 

Small- and Mid-Capitalization Companies Risk.  The Fund may invest in small- and mid-capitalization issuers, including early-stage companies and companies with limited operating histories. Smaller companies often have more limited financial resources, narrower product lines, and less access to capital than larger companies. Their securities may be more volatile and less liquid, and the Fund may have difficulty buying or selling such securities at desired times and prices.

 

Liquidity and Valuation Risk.  Some securities held by the Fund may trade in lower volumes or may be less liquid, particularly securities of smaller companies. In stressed markets, liquidity may decline sharply, making it harder to buy or sell positions at reasonable prices. When market quotations are not readily available or are deemed unreliable, the Fund may use fair value pricing, and the value assigned may differ from the value realized on sale.

 

Equity Market Risk.  Equity securities fluctuate in value due to issuer-specific events, sector dynamics, and broad market conditions. Common stocks generally exhibit greater volatility than preferred stocks or debt securities and may experience sudden declines or extended downturns.

 

Non-Diversified Fund Risk.  As a non-diversified fund under the Investment Company Act of 1940, the Fund may invest a larger portion of assets in fewer issuers than a diversified fund. Losses in a single issuer could have a proportionately greater adverse effect on the Fund's performance.

 

Active Management Risk. Because the Fund is actively managed, the Fund's performance depends on the Adviser's ability to select investments and allocate assets. The Adviser's judgments may prove incorrect, and the Fund may underperform funds with similar objectives or strategies and may underperform the broader equity markets.

 

New Adviser Risk.  The Adviser is both a newly registered investment adviser and has limited experience managing a registered fund. As a result, there is no long-term track record against which an investor may judge the Adviser and it is possible the Adviser may not achieve the Fund's intended investment objective.

 

New Fund Risk.  The Fund is newly organized and has limited or no operating history. It may take time to attract assets, build secondary-market liquidity, and achieve investment and trading efficiencies.

 

Operational and Cybersecurity Risk. The Fund and its service providers rely on complex processes and technology. Human error, processing or communication failures, cyber incidents, or disruptions at counterparties and other third parties could impair operations, result in financial loss, or hinder the Fund's ability to meet its objective.

 

Large Shareholder Risk. Certain shareholders, including an Authorized Participant, the Adviser, an affiliate of the Adviser, or the initial seed investor, may own a substantial amount of the Fund's Shares. At launch, Corgi Strategies, LLC is expected to be the sole owner of the Fund. Redemptions by large shareholders could have a significant negative impact on the Fund. If a large shareholder were to redeem all, or a large portion, of its Shares, there is no guarantee that the Fund will be able to maintain sufficient assets to continue operations, in which case the Board of Trustees may determine to liquidate the Fund. In addition, transactions by large shareholders may account for a large percentage of the trading volume on the Exchange and may, therefore, have a material upward or downward effect on the market price of the Shares.

 

Performance

Because the Fund has not completed a full calendar year of operations as of the date of this Prospectus, performance information is not presented. After the Fund has a full calendar year of results, this section will include a calendar-year bar chart and a table of average annual total returns, which will help illustrate the variability of the Fund's returns over time and will compare the Fund's performance with that of an appropriate benchmark index representing U.S. equity securities of companies involved in rare earth and critical minerals, as well as with a broad-based securities market index.  Past performance (before and after taxes) is not a guarantee of future results. Once available, updated performance information will be posted on the Fund's website at www.corgifunds.com

 

Management

Investment Adviser: Corgi Strategies, LLC serves as investment adviser to the Fund.

 

Investment Sub-Adviser: Tuttle Capital Management, LLC serves as investment sub-adviser to the Fund.

 

Portfolio Managers: The individual primarily responsible for the day-to-day management of the Fund is Matthew Tuttle, Portfolio Manager for the Adviser; who has been a portfolio manager of the Fund since 2026.

 

Purchase and Sale of Shares

The Fund issues and redeems shares only in large blocks called "Creation Units" at NAV next determined after an order is accepted. Only authorized participants ("APs") may transact in Creation Units directly with the Fund. Creation Units are generally issued and redeemed in exchange for a basket of securities together with a cash component. The Fund expects that Creation Units will ordinarily be issued and redeemed in-kind (rather than primarily for cash), although the Fund may, in its discretion, permit or require all-cash or partial-cash creations or redemptions in limited circumstances. 

Individual Shares are listed for trading on Cboe BZX Exchange, Inc. (the "Exchange") and may be bought or sold in the secondary market at market prices rather than at NAV. Market prices may be above (premium to) or below (discount to) NAV. Investors trading on an exchange will pay brokerage commissions and may be affected by the bid-ask spread.

As available, information required by Rule 6c-11 (including the Fund's NAV, market price, historical premiums/discounts, and median bid-ask spread) will be posted on the Fund's website at www.corgifunds.com.

 

Tax Information

Fund distributions are generally taxable to shareholders as ordinary income, qualified dividend income, and/or capital gains (or some combination), unless shares are held through an individual retirement account ("IRA") or other tax-advantaged arrangement, in which case taxes may be due upon withdrawal. Your tax treatment may vary; consult your tax adviser about your particular circumstances.

 

Financial Intermediary Compensation

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

 

 

ADDITIONAL INFORMATION ABOUT THE FUND

 

Investment Objective

 

The Corgi U.S. Rare Earth & Critical Minerals ETF (the "Fund") seeks capital appreciation.

 

An investment objective is fundamental if it cannot be changed without the approval of a "majority of the outstanding voting securities" (as defined in the Investment Company Act of 1940). The Fund's investment objective is not fundamental and may be changed by the Board of Trustees (the "Board") of Corgi ETF Trust III (the "Trust") upon 60 days' prior written notice to shareholders.

 

Principal Investment Strategies

 

The Corgi U.S. Rare Earth & Critical Minerals ETF (the "Fund") is an actively managed exchange-traded fund. The Fund does not seek to track the performance of an index.

 

Under normal circumstances, the Fund will invest at least 80% of the value of its net assets (plus borrowings for investment purposes) in equity securities of Corgi U.S. Rare Earth & Critical Minerals Companies, which are companies that (i) are headquartered in the United States, (ii) have securities listed on a U.S. national securities exchange and are not traded exclusively over-the-counter, (iii) the Adviser determines, at the time of investment, are "materially involved" in the exploration, mining, processing, refining, recycling or advanced manufacturing of rare earth elements (a group of 17 metallic elements often used in advanced magnets, batteries, electronics and defense applications) and other critical minerals that are important to U.S. economic or national security interests, and (iv) have related operations, assets or projects located in the United States that the Adviser considers meaningful under the standards described below. For purposes of the Fund's 80% investment policy, the Adviser will consider a company to be "materially involved" in rare earth or critical mineral-related activities only if, at the time of investment, those activities account for at least 50% of one or more of the company's current revenues, assets, capital expenditures, production volumes, or reserve/resource base (i.e., estimated mineral reserves and mineral resources as classified and disclosed by the issuer based on publicly available technical reports or comparable documentation) or, for a development-stage company with limited or no revenues, at least 50% of its assets or capital expenditures relate to identified rare earth or critical mineral projects. The Adviser will consider U.S.-located related operations, assets or projects to be meaningful only if, at the time of investment, at least 50% of the company's qualifying rare earth or critical mineral-related revenues, assets, capital expenditures, production volumes, reserve/resource base or identified projects are located in the United States. A company will not be included in the Fund's 80% basket solely because the Adviser expects rare earth or critical mineral-related activities to become more significant to the company's business in the future. For purposes of the Fund's strategy, "critical minerals" generally include minerals identified on U.S. government lists as important to U.S. economic or national security interests, such as those on the U.S. Geological Survey's Critical Minerals List. The Fund's 80% investment policy is a non-fundamental policy and may be changed upon 60 days' prior written notice to shareholders. 

 

Although eligible companies must be U.S.-headquartered, listed on a U.S. national securities exchange and have U.S.-located related operations, assets or projects that satisfy the criteria described above, such companies may also conduct operations or own assets outside the United States. The Fund invests solely in equity securities of issuers whose securities are listed on U.S. national securities exchanges and does not invest in depositary receipts or in securities traded exclusively over-the-counter. 

 

The Fund may invest up to 20% of its net assets in other investments, such as cash and cash equivalents, short-term instruments, and other equity securities and exchange-traded funds for liquidity and portfolio management purposes. The Adviser does not intend to use this flexibility to invest in companies whose businesses are materially inconsistent with the Fund's rare earth and critical minerals focus. Companies that do not satisfy the Fund's 80% investment policy at the time of investment, including companies whose rare earth or critical mineral-related activities are primarily future or emergent rather than current, may be held only in this portion of the portfolio. 

The Fund expects to invest across the market capitalization spectrum. The Fund will concentrate its investments (i.e., invest more than 25% of its total assets) in the metals and mining industry and in related industries within the rare earth and critical minerals supply chain, including mineral processing and refining (including separation), recycling and recovery, and advanced manufacturing of rare earth elements and other critical minerals. The Fund is classified as a non-diversified investment company under the Investment Company Act of 1940.

 

80% Policy and Corgi U.S. Rare Earth & Critical Minerals Companies. Under normal circumstances, the Fund invests at least 80% of the value of its net assets (plus borrowings for investment purposes) in equity securities of Corgi U.S. Rare Earth & Critical Minerals Companies, as described under "Principal Investment Strategies" above. The Fund has adopted this 80% investment policy in accordance with Rule 35d-1 under the Investment Company Act of 1940 (the "Names Rule"). For purposes of this policy, the Fund measures compliance at the time of investment, based on the issuer characteristics and U.S.-location criteria described under "Principal Investment Strategies" above. An issuer will not be included in the 80% basket solely because the Adviser expects the issuer's rare earth or critical mineral-related activities to become significant in the future. If an investment no longer meets the requirements of the policy, the Fund will make future investments in a manner consistent with the policy and will seek to restore compliance as soon as reasonably practicable, while taking into account the best interests of shareholders. The Fund will provide shareholders with at least 60 days' prior written notice of any change to its 80% investment policy. 

 

Defining "Critical Minerals" and the Fund's Thematic Focus.  The Fund's critical minerals focus generally aligns with minerals identified on the U.S. Geological Survey's Critical Minerals List, any successor list, or similar lists or designations published by other U.S. government agencies. These lists and designations may change over time. The Fund's investment universe may include companies involved in minerals that are designated as critical based on economic or national security considerations, including minerals important to domestic supply chains and downstream manufacturing.

 

Material Involvement Determinations. The Adviser determines whether an issuer is "materially involved" in rare earth or critical mineral-related activities based on its reasonable analysis of issuer public disclosures and other publicly available information. For purposes of the Fund's 80% investment policy, the Adviser will consider an issuer to be "materially involved" only if, at the time of investment, rare earth or critical mineral-related activities account for at least 50% of one or more of the issuer's current revenues, assets, capital expenditures, production volumes, or reserve/resource base. For this purpose, "reserve/resource base" means estimated mineral reserves (the economically extractable portion of a mineral deposit) and mineral resources (mineral concentrations with reasonable prospects for economic extraction), as classified and disclosed by the issuer. The Adviser will assess reserve/resource base using publicly available technical reports, geological or engineering studies, issuer SEC filings, annual reports, investor presentations, and other public disclosures. For a development-stage issuer with limited or no revenues, the Adviser will consider whether at least 50% of the issuer's assets or capital expenditures relate to identified rare earth or critical mineral projects. In making these determinations, the Adviser may review issuer public disclosures, third-party industry and market data, analyst research, government and regulatory sources such as permitting filings, technical and engineering reports and databases to the extent publicly available, publicly available counterparty disclosures, and other public information, including company filings, investor presentations, reserve and resource disclosures, production reports, segment reporting, and capital expenditure disclosures. The Adviser will not treat an issuer as materially involved for purposes of the Fund's 80% investment policy solely on the basis of anticipated future activities, undeveloped opportunities, or general statements of intent. The Adviser does not rely on material non-public information in making these determinations.

 

U.S. Headquartered, U.S. Listed, and Meaningful U.S. Operations. The Fund's principal strategy requires that eligible companies be headquartered in the United States, have equity securities listed on a U.S. national securities exchange, and have related operations, assets, or projects located in the United States that are meaningful to the company's rare earth or critical mineral-related business. For purposes of the Fund's 80% investment policy, the Adviser will consider U.S.-located related operations, assets, or projects to be meaningful only if, at the time of investment, at least 50% of the issuer's qualifying rare earth or critical mineral-related revenues, assets, capital expenditures, production volumes, reserve/resource base or identified projects are located in the United States. A company may still be eligible even if it conducts some operations or owns some assets outside the United States, provided the Adviser determines that the company's U.S.-based rare earth or critical mineral operations, assets, or projects satisfy this test.

 

Portfolio Construction and Investment Instruments.  The Fund primarily invests in equity securities, including common stocks, of companies that meet the Fund's eligibility criteria. The Fund does not invest in depositary receipts and does not invest in securities traded exclusively over-the-counter. The Fund may invest across the market capitalization spectrum, including smaller companies that are common in resource development and related industries. The Fund is non-diversified, meaning it may invest a relatively high percentage of its assets in a smaller number of issuers than a diversified fund.

 

20% Basket Investments for Liquidity and Portfolio Management. Up to 20% of the Fund's net assets may be invested in other investments such as cash and cash equivalents, short-term instruments, other equity securities, and exchange-traded funds. The Adviser expects to use this portion of the portfolio primarily for liquidity management, cash management, temporary defensive positioning, and other portfolio management purposes. The Adviser does not intend to use this portion of the portfolio to take significant positions in companies whose businesses are materially inconsistent with the Fund's rare earth and critical minerals focus. Companies that do not satisfy the Fund's 80% investment policy at the time of investment, including companies whose rare earth or critical mineral-related activities are primarily future or emergent rather than current, may be held only in this portion of the portfolio.

 

Concentration Policy.  The Fund will concentrate its investments (i.e., invest more than 25% of its total assets) in the metals and mining industry and in related industries within the rare earth and critical minerals supply chain, including mineral processing and refining (including separation), recycling and recovery, and advanced manufacturing of rare earth elements and other critical minerals. This concentration policy is a fundamental policy of the Fund and may not be changed without the approval of a majority of the Fund’s outstanding voting securities. Concentration may increase the Fund's exposure to industry-specific risks and may increase volatility relative to funds that invest more broadly.

 

Derivatives and Securities Lending.  The Fund does not expect to, and under normal circumstances will not, invest in derivatives or engage in securities lending as part of its principal investment strategy.

 

Manager of Managers Structure  

The Fund employs Tuttle Capital Management, LLC ("Tuttle Capital" or the "Sub-Adviser") as sub-adviser. The Adviser retains overall responsibility, under Board oversight, for the selection, supervision, evaluation, and termination of the sub-adviser. Any sub-advisory fees are paid by the Adviser and not by the Fund. If the Adviser seeks to hire, replace, or materially amend any agreement with an unaffiliated sub-adviser without shareholder approval, it will do so only as permitted by an SEC exemptive order and subject to Board approval. The Fund will provide any required shareholder notices.

 

Principal Risks of Investing in the Fund

 

The principal risks are presented below in order of importance as determined by the Adviser, with the most significant risks appearing first. Each risk summarized below is regarded as a "principal risk" of investing in the Fund, regardless of the order in which it appears. Investing involves risk, including the possible loss of principal. Any of the risks described can adversely affect the Fund's NAV, market price, income, or total return. Some or all of these risks may adversely affect the Fund's NAV per share price, yield, total return, and/or the Fund's ability to achieve its objective. The risks below could negatively affect the value of your investment in the Fund.

 

Concentration Risk.  Because the Fund will concentrate its investments in the metals and mining industry and in related industries within the rare earth and critical minerals supply chain, including mineral processing and refining (including separation), recycling and recovery, and advanced manufacturing of rare earth elements and other critical minerals, the Fund may be more sensitive to developments affecting those industries, including changes in commodity prices, input costs, financing conditions, regulatory and permitting requirements, environmental liabilities, labor availability, and operational disruptions. Concentration can increase the volatility of the Fund and may cause the Fund to decline more than a diversified fund during adverse industry conditions.

 

 

AP and Market Maker Dependence Risk.  The Fund relies on a limited number of financial institutions that are authorized to purchase and redeem Creation Units directly with the Fund (each, an Authorized Participant or AP). There may also be a limited number of market makers and other liquidity providers active in Shares. If (i) APs exit the business, become unable to process creation and/or redemption orders, and no other APs step in, or (ii) market makers and/or other liquidity providers leave the market or materially scale back their activity and no replacements emerge, Shares may trade at a material discount to NAV and, in extreme cases, could face delisting. In stressed market conditions or if exchange trading is disrupted, Shares may experience trading halts, delisting risk, or reduced liquidity.

 

Premium/Discount to NAV Risk.  As with all ETFs, Shares trade on an exchange at market prices that may differ from the Fund's NAV. At times, Shares may trade at an intraday premium (above NAV) or discount (below NAV) due to supply and demand for Shares or during volatile markets. This risk can be heightened in periods of market stress, sharp market declines, or when secondary-market trading activity in Shares is limited, in which case premiums or discounts may be significant.

 

Brokerage Commissions and Bid-Ask Spread Risk.  Investors who trade Shares in the secondary market will pay brokerage commissions or other charges set by their broker. Commissions are often fixed amounts and can be a significant proportional cost for investors transacting in small sizes. Secondary-market investors also bear the bid-ask spread. The spread varies over time with trading volume and market liquidity; generally narrower when trading volume and liquidity are higher and wider when they are lower. A relatively small investor base, sizable asset flows into or out of the Fund, and/or periods of elevated market volatility may widen spreads. Because commissions and spreads add to trading costs, frequent trading of Shares can materially reduce returns and may be inadvisable for investors who expect to make regular, small purchases or sales.

 

Rare Earth & Critical Minerals Industry Risk.  Rare earth and critical mineral markets may be subject to substantial volatility due to supply constraints, demand changes across end markets, inventory and stockpiling behavior, substitution risk, and technological shifts. Some rare earth elements and critical minerals may have opaque pricing or limited spot market liquidity. Prices can be influenced by policy actions, export controls, trade restrictions, or strategic stockpiling activities, which may affect company revenues, margins, and valuations.

 

Commodity Price and Revenue Volatility Risk.  The issuers in which the Fund invests may have revenues and cash flows that are directly or indirectly linked to commodity prices. Commodity prices can decline rapidly due to macroeconomic weakness, increased supply, reduced demand, interest rate changes, changes in investor risk appetite, or shifts in industrial policy. Price declines, or periods of sustained low prices, may reduce profitability, impair asset values, limit access to capital, and increase default or dilution risk.

 

Mining, Processing, and Project Development Risk. Resource and industrial projects can require substantial capital, long lead times, and complex engineering. Development and expansion projects may face higher-than-expected costs, lower-than-expected yields or recovery rates, commissioning and ramp-up challenges, or delays due to equipment, labor, or permitting constraints. Exploration-stage and development-stage companies may be especially dependent on external financing and may have limited operating histories.

 

Limited Shareholder Rights Risk.  The Trust is organized as a Delaware statutory trust and is governed by its Agreement and Declaration of Trust, which limits certain shareholder rights. For example, the Trust generally does not hold annual meetings, and the Board can take certain actions without a shareholder vote (including, in some cases, liquidating the Fund). The governing documents also impose procedures on certain shareholder lawsuits, require certain claims (other than federal securities law claims) to be brought in Delaware courts, include a waiver of the right to a jury trial for certain claims, and limit the liability of, and provide indemnification for, Trustees and officers, subject to applicable law. These provisions may make it harder or more costly for shareholders to bring claims or influence Trust or Fund governance.

 

Regulatory, Permitting, Environmental, and Community Relations Risk. Companies in the Fund's investment universe may face significant regulatory requirements and permitting processes at federal, state, and local levels, including environmental review and compliance obligations. Operations and projects may be affected by regulatory changes, enforcement actions, environmental incidents, remediation costs, litigation, and community or stakeholder opposition. Delays or unfavorable outcomes in permitting or litigation can materially affect project economics and valuations.

 

U.S. Policy and Strategic Materials Risk. The Fund's emphasis on U.S.-headquartered companies whose rare earth or critical mineral-related operations, assets or projects satisfy the Fund's U.S. eligibility criteria may increase sensitivity to U.S. policy developments affecting domestic supply chains. Changes in permitting regimes, industrial policy, incentives and subsidies, defense-related procurement priorities, environmental standards, tariffs and trade measures, and domestic content requirements may benefit or harm certain companies. In addition, some companies may be dependent on government grants, loan programs, or other funding sources, which can change over time. 

 

Critical Minerals Definition and Classification Risk. Government lists and designations that identify critical minerals may change, and such changes may affect market perceptions, policy priorities, and capital allocation across the sector. If a mineral is removed from or added to a list, or if definitions evolve, the Adviser's identification of eligible investments and the attractiveness of certain companies may change. As a result, the Fund's investable universe, portfolio composition, and level of exposure to certain issuers or subsectors may change, which could negatively affect the Fund's performance and its ability to achieve its investment objective.

 

Supply Chain, Input Cost, and Energy Cost Risk. Issuers in the Fund's investment universe may depend on energy, reagents, equipment, specialized labor, and transportation. Increases in energy prices, reagent costs, labor costs, or logistics costs may reduce margins. Shortages or disruptions in inputs can delay production, impair operating performance, or increase capital requirements.

 

Small- and Mid-Capitalization Companies Risk.  Smaller companies may be less liquid and more volatile and may face greater business risk than larger companies, including higher sensitivity to financing conditions and reduced diversifying product and revenue streams. The Fund may have difficulty entering or exiting positions at favorable prices in certain securities.

 

Liquidity and Valuation Risk. Securities of smaller issuers may trade less frequently or in smaller volumes. During periods of market stress, liquidity can decline and prices can become more volatile, which may increase the Fund's transaction costs and make portfolio management more difficult. When market quotations are not readily available or are considered unreliable, the Fund may have fair value securities, and such values may differ materially from realized values.

 

Equity Market Risk.  Common stocks generally carry more risk than preferred stock or debt because common shareholders are lower in the capital structure. Equity holdings may experience significant price volatility such as sharp, unexpected declines or extended downturns due to broad market conditions or developments specific to an issuer, industry, or sector held by the Fund.

 

Non-Diversified Fund Risk. The Fund may invest a larger percentage of its assets in fewer issuers than a diversified fund. As a result, the Fund may be more sensitive to the performance of a smaller number of holdings, and adverse developments affecting a single issuer could have a disproportionately large negative impact on the Fund.

 

Active Management Risk.  The Adviser's investment decisions may be incorrect. The Fund may invest in companies that underperform or avoid companies that subsequently outperform. The Fund's performance may lag that of other funds with similar objectives, or broader equity indices, particularly during periods when the rare earth and critical minerals theme is out of favor.

 

New Adviser Risk. The Adviser has limited experience managing a registered fund. The Adviser's investment and operational processes may evolve, and the Adviser may not succeed in implementing the strategy as intended or achieving the Fund's investment objective. In addition, investors have limited ability to evaluate the Adviser's registered-fund track record, and the Adviser's relative inexperience may limit its effectiveness. The Fund's success may depend on the Adviser's ability to build and maintain appropriate portfolio management, trading, compliance, and operational infrastructure and to work effectively with key service providers; there can be no assurance these efforts will be successful.

 

New Fund Risk.  The Fund is newly organized and has limited or no operating history. As a result, prospective investors do not have a performance record on which to base their investment decisions. The Fund may require time to attract assets, develop secondary-market liquidity, and achieve investment and trading efficiencies in implementing its investment strategy.

 

Operational and Cybersecurity Risk.  The Fund and its service providers rely on operational and information systems that may be vulnerable to cyberattacks, security breaches, power failures, telecommunications disruptions, software errors, natural disasters, human error, and other events. Such incidents may result in financial losses, regulatory inquiries, reputational harm, or disruption of Fund operations, including the inability to calculate NAV or process transactions.

 

Large Shareholder Risk. Certain shareholders, including an Authorized Participant, the Adviser, an affiliate of the Adviser, or the initial seed investor, may own a substantial amount of the Fund's Shares. At launch, Corgi Strategies, LLC is expected to be the sole owner of the Fund. There is no requirement that these shareholders maintain their investment in the Fund. Redemptions by large shareholders could have a significant negative impact on the Fund, including on the Fund's liquidity. If a large shareholder were to redeem all, or a large portion, of its Shares, there is no guarantee that the Fund will be able to maintain sufficient assets to continue operations, in which case the Board of Trustees may determine to liquidate the Fund. To the extent such redemptions are effected in cash, they may force the Fund to sell portfolio securities when it might not otherwise do so, which may negatively impact the Fund's NAV and increase brokerage costs. In addition, transactions by large shareholders may account for a large percentage of the trading volume on the Exchange and may, therefore, have a material upward or downward effect on the market price of the Shares.

 

PORTFOLIO HOLDINGS INFORMATION

The Fund's complete portfolio holdings will be made available on the Fund's website at www.corgifunds.com on each business day, consistent with applicable SEC requirements (including Rule 6c-11). A full description of the Fund's policies and procedures regarding disclosure of portfolio holdings is provided in the Fund's Statement of Additional Information (the "SAI").

 

MANAGEMENT

 

Investment Adviser  

Corgi Strategies, LLC (the "Adviser"), located at 425 Bush St, Suite 500, San Francisco, CA 94104, is a Delaware limited liability company registered with the SEC as an investment adviser and serves as investment adviser to the Fund. The Adviser was founded in July 2025, and as of [ ], has [ ] assets under management and has not served as the investment adviser or sub-adviser for any other registered funds.

The Adviser is responsible for overall portfolio management and administration of the Fund pursuant to an investment advisory agreement with Corgi ETF Trust III (the "Trust") (the "Advisory Agreement"). In addition to executing portfolio transactions, the Adviser may arrange for, and oversee, service providers performing transfer agency, custody, fund administration/accounting, distribution, and other services necessary for the Fund's operations.

For its services to the Fund, the Fund pays the Adviser a unitary management fee, calculated daily and paid monthly, at an annual rate of 0.35% of the Fund's average daily net assets. Under the Advisory Agreement, the Adviser pays substantially all of the Fund's expenses except for: the advisory fee itself; interest charges on borrowings; taxes; brokerage commissions and other expenses related to buying and selling portfolio investments; dividends and other expenses on securities sold short; acquired fund fees and expenses; any accrued deferred tax liability; fees and expenses payable related to the provision of securities lending services; legal fees or expenses in connection with any arbitration, litigation or pending or threatened arbitration or litigation, including any settlements in connection therewith; distribution fees and expenses under any Rule 12b-1 plan; other extraordinary expenses; and any other expenses the Fund is responsible for under the Advisory Agreement (collectively, the "Excluded Expenses").

Additional information about portfolio transactions, brokerage selection, and research services is provided in the SAI under Brokerage Transactions.

 

Trading Sub-Adviser

Tuttle Capital Management, LLC ("Tuttle Capital"), located at 155 Lockwood Road, Riverside, CT 06878, serves as trading sub-adviser to the Fund. Subject to the oversight and authority of the Board, the Adviser is responsible for the overall management of the Fund's affairs. Tuttle Capital is responsible for trading portfolio securities for the Fund. As compensation for the sub-advisory services it provides to the Fund, the Adviser will pay Tuttle Capital a sub-advisory fee pursuant to the Investment Sub-Advisory Agreement. Any sub-advisory fees are paid by the Adviser and not by the Fund.

Advisory Agreement 

A discussion of the basis for the Board's approval of the Advisory Agreement will appear in the Fund's Annual Report to shareholders for the period ended December 31, 2026, on Form N-CSR.

 

Portfolio Manager  
The individual primarily responsible for the day-to-day management of the Fund is Matthew Tuttle, Portfolio Manager, who has served in this role since 2026. Additional information regarding the portfolio manager's compensation, other accounts managed, and ownership of Shares is provided in the Fund's SAI.

 

HOW TO BUY AND SELL SHARES

 

The Fund issues and redeems Shares only in large blocks called "Creation Units," at the Fund's net asset value ("NAV") next determined after an order is accepted. Only authorized participants ("APs"), who must be members or participants of a registered clearing agency and must have an executed participant agreement with the Fund's distributor and transfer agent, may transact in Creation Units directly with the Fund. Once created, Shares may be bought and sold in the secondary market in amounts less than a Creation Unit.

Most investors buy and sell Shares in secondary-market transactions through brokers. Shares are expected to be listed for trading on Cboe BZX Exchange, Inc. (the "Exchange") and can be bought and sold throughout the trading day at market prices. Investors may pay customary brokerage commissions and, because secondary-market transactions occur at market prices, investors may pay more than NAV when buying Shares and receive less than NAV when selling Shares.

 

Book Entry  

Shares are held only in book-entry form. The Depository Trust Company ("DTC") or its nominee is the record owner of all outstanding Shares. Beneficial ownership of Shares is shown on the records of DTC or its participants (e.g., brokers, banks, and other financial institutions). As a beneficial owner, you will not receive physical certificates and must rely on DTC and its participants to exercise rights associated with owning Shares, consistent with standard "street name" procedures.

 

Frequent Purchases and Redemptions of Shares  

The Fund does not impose restrictions on the frequency of purchases and redemptions of Shares. Purchases and redemptions by APs are integral to the ETF arbitrage mechanism and help keep market prices of Shares close to NAV. The Board has considered the potential for frequent purchases and redemptions, particularly if effected partially or entirely for cash, to increase portfolio transaction costs and to cause the Fund to recognize taxable gains or losses it might not have incurred if redemptions were satisfied in kind. These costs could be imposed on the Fund and could reduce the Fund's NAV to the extent they are not offset by applicable transaction fees. To help mitigate these effects, the Fund may impose transaction fees on Creation Unit purchases and redemptions (including variable fees for cash transactions) that are designed to cover the Fund's costs. The Fund and the Adviser reserve the right to reject any purchase order at any time.

 

Determination of Net Asset Value  

The Fund's NAV is calculated as of the close of regular trading on Cboe BZX Exchange, Inc. (normally 4:00 p.m. Eastern Time) on each day the Exchange is open for business. NAV is computed by dividing the Fund's net assets by the number of Shares outstanding.

 

In determining NAV, portfolio securities and other assets are generally valued at market value using quotations, last sale prices, or values supplied by a pricing service or market makers. When such information is unavailable or is deemed unreliable, the affected investments are valued at fair value pursuant to the Fund's valuation procedures.

 

Fair Value Pricing  

The Board has designated the Adviser as the Fund's "valuation designee" under Rule 2a-5 of the 1940 Act, subject to the Board's oversight. The Adviser has adopted valuation policies and procedures to determine, in good faith, the fair value of investments for which market quotations are not readily available or are considered unreliable (for example, following a trading halt or when a primary pricing source fails to provide data). In making fair-value determinations, the Adviser may consider all reasonably available information deemed relevant, including issuer-specific data, market conditions, recent trading activity, and the circumstances that triggered the need for fair value. Because fair value determinations involve judgments, the prices assigned may differ from values realized upon sale.

 

Investments by Other Registered Investment Companies in the Fund  

Investments by registered investment companies in the Fund are subject to the limits of Section 12(d)(1) of the 1940 Act and related rules. Other registered investment companies may invest in the Fund beyond the Section 12(d)(1) limits in accordance with applicable SEC rules (e.g., Rule 12d1-4) and conditions, which may include entering into a fund-of-funds investment agreement with the Fund.

 

Delivery of Shareholder Documents - "Householding"  

Certain intermediaries may offer "householding," a method of delivery under which a single copy of shareholder documents is sent to investors sharing an address, even if accounts are registered in different names. If you wish to enroll in, or to change your householding election, please contact your broker-dealer or other financial intermediary.

 

 

DIVIDENDS, DISTRIBUTIONS, AND TAXES

 

Dividends and Distributions  

The Fund intends to pay dividends and interest income, if any, annually, and to distribute any net realized capital gains to shareholders at least annually. The Fund will declare and pay income and capital gain distributions, if any, in cash. Cash distributions may be reinvested in additional whole Shares only if the broker through whom you hold Shares offers that option. Your broker is responsible for delivering any income and capital gain distributions to you.

 

Taxes  

The following discussion summarizes certain U.S. federal income tax considerations that generally apply to investments in the Fund. Your situation may differ. You should consult your tax adviser regarding the tax consequences of investing in Shares, including the application of foreign, state, and local tax laws.

The Fund intends to qualify each year as a regulated investment company ("RIC") under the Internal Revenue Code of 1986, as amended (the "Code"). If the Fund satisfies minimum distribution requirements, a RIC is generally not subject to fund-level federal income tax on income and gains that are timely distributed to shareholders. If the Fund were to fail to qualify as a RIC or fail to meet the distribution requirements (and no relief were available), it could be subject to fund-level taxation, which would reduce income available for distribution.

Unless your Shares are held through a tax-exempt entity or tax-advantaged account (such as an IRA), you should consider potential tax consequences when the Fund makes distributions, when you sell Shares on the Exchange, and (for institutional investors only) when you purchase or redeem Creation Units.

This general discussion is based on the Code and applicable Treasury regulations in effect on the date of this Prospectus. New legislation, administrative guidance, or court decisions may materially change these conclusions and may apply retroactively.

Taxes on Distributions 

For federal income tax purposes, distributions of the Fund's net investment income are generally taxable to shareholders as ordinary income or as qualified dividend income. Tax treatment of distributions of net capital gains (if any) depends on how long the Fund held the investments that generated such gains, not on how long you have held your Shares. Sales of assets held by the Fund for more than one year generally produce long-term capital gains or losses; sales of assets held for one year or less generally produce short-term capital gains or losses. Distributions that the Fund reports as capital gain dividends ("Capital Gain Dividends") are taxable to shareholders as long-term capital gains. Distributions of short-term capital gains are generally taxable to shareholders as ordinary income. Dividends and distributions are generally taxable to you whether received in cash or reinvested in additional Shares.

Distributions the Fund reports as "qualified dividend income" are generally taxed to non-corporate shareholders at the rates applicable to long-term capital gains, provided holding-period and other requirements are met. "Qualified dividend income" generally includes dividends from U.S. corporations and from certain qualified foreign corporations (including those incorporated in a U.S. possession, eligible for benefits under a comprehensive U.S. income tax treaty, or whose stock is readily tradable on an established U.S. market). Corporate shareholders may be eligible for a dividends-received deduction with respect to portions of dividends attributable to qualifying dividends the Fund receives from U.S. corporations, subject to applicable limitations.

Shortly after the close of each calendar year, you will receive information describing the character of distributions you received from the Fund.

In addition to federal income tax, certain individuals, trusts, and estates are subject to a 3.8% Net Investment Income ("NII") tax. This tax is imposed on the lesser of: (i) net investment income (as reduced by properly allocable deductions) or (ii) the excess of modified adjusted gross income over specified thresholds ($250,000 for married filing jointly, $200,000 for single filers, and $125,000 for married filing separately). The Fund's distributions and any capital gains realized on a sale or redemption of Shares are generally included in net investment income for purposes of the NII tax.

In general, distributions are taxable to you in the year paid. However, certain distributions paid in January may be treated as paid on December 31 of the year prior. In general, distributions are taxable even if they are paid from income or gains earned by the Fund before you purchased Shares (and thus were reflected in the Shares' NAV at the time of purchase).

You may want to avoid purchasing Shares immediately before a dividend or other distribution, since the distribution will generally be taxable to you even if, in economic terms, it represents a return of part of your investment.

If you are neither a U.S. citizen nor a U.S. resident (or are a foreign entity), distributions (other than Capital Gain Dividends) will generally be subject to U.S. withholding tax at a 30% rate, unless a lower treaty rate applies. Under certain circumstances, the Fund may report all or a portion of a dividend as an "interest-related dividend" or a "short-term capital gain dividend," which would generally be exempt from this 30% withholding tax, provided other requirements are met.

The Foreign Account Tax Compliance Act ("FATCA") may require the Fund to withhold a 30% tax (generally not refundable) from distributions of net investment income made to: (A) certain foreign financial institutions that do not satisfy applicable FATCA reporting or due-diligence requirements (or that are not treated as compliant under an applicable intergovernmental agreement), and (B) certain non-financial foreign entities that do not provide required information regarding substantial U.S. owners. FATCA may also affect the Fund's returns on foreign investments or a shareholder's returns if Shares are held through a foreign intermediary. Consult your tax adviser regarding FATCA's application and any related certification, compliance, reporting, and withholding obligations.

The Fund (or a financial intermediary, such as a broker, through which a shareholder holds Shares) is generally required to withhold and remit to the U.S. Treasury a portion of taxable distributions and sale or redemption proceeds if the shareholder fails to furnish a correct taxpayer identification number, has underreported certain interest or dividend income, or fails to certify that they are not subject to such withholding.

Taxes When Shares are Sold on the Exchange 

Any capital gain or loss realized upon a sale of Shares generally is treated as long-term capital gain or loss if Shares have been held for more than one year, and as short-term capital gain or loss if Shares have been held for one year or less. However, a capital loss on Shares held six months or less is treated as long-term to the extent of Capital Gain Dividends received with respect to such Shares. Losses are disallowed to the extent you acquire (including through dividend reinvestment) substantially identical Shares within a 61-day period beginning 30 days before and ending 30 days after the sale.

Taxes on Purchases and Redemptions of Creation Units 

An authorized participant ("AP") whose functional currency is the U.S. dollar and who exchanges securities for Creation Units generally recognizes gain or loss equal to the difference between (i) the value of the Creation Units at the time of the exchange and (ii) the AP's aggregate basis in the securities delivered plus any cash paid. An AP that exchanges Creation Units for securities will generally recognize gain or loss equal to the difference between (i) the AP's basis in the Creation Units and (ii) the aggregate U.S. dollar market value of the securities received plus any cash received. The IRS may assert that a loss realized upon an exchange of securities for Creation Units is not currently deductible (e.g., under the "wash sale" rules for an AP not marking to market, or on the theory that there was no significant change in economic position). APs should consult their own tax advisers about the application of wash sale rules and the timing of any loss deductions.

Any capital gain or loss realized upon redemption of Creation Units is generally treated as long-term capital gain or loss if the Shares comprising the Creation Units were held for more than one year, and as short-term capital gain or loss if held for one year or less.

The Fund may include a payment of cash in addition to, or in place of, delivering a basket of securities when redeeming Creation Units. To raise cash for such redemptions, the Fund may sell portfolio securities, potentially recognizing investment income and/or capital gains or losses it might not have recognized if the redemption had been satisfied entirely in kind. As a result, including cash in redemption proceeds can reduce the Fund's tax efficiency.

The foregoing discussion summarizes some possible consequences under current federal tax law of investing in the Fund. It is not a substitute for personal tax advice. You may also be subject to foreign, state, and local taxes on Fund distributions and on sales of Shares. Consult your tax adviser regarding the tax consequences of investing in Shares under all applicable laws. For additional information, see "Federal Income Taxes" in the SAI.

 

DISTRIBUTION

 

Paralel Distributors LLC (the "Distributor"), the Fund's distributor, is a broker-dealer registered with the SEC, serves as the Fund's distributor for Creation Units on an agency basis and does not make a secondary market in Shares. The Distributor does not set Fund policies or select the portfolio securities of the Fund. The Distributor's principal address is 1700 Broadway, Suite 2100, Denver, CO 80290.

 

The Board has adopted a Distribution (Rule 12b-1) Plan (the "Plan") pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund is authorized to pay up to 0.25% of its average daily net assets each year for distribution-related services in connection with the sale and distribution of its Shares.

 

The Fund does not currently pay Rule 12b-1 fees and there are no current plans to impose such fees. If Rule 12b-1 fees are charged in the future, because they are paid from Fund assets on an ongoing basis, these fees would increase the cost of your investment over time and may exceed certain other types of sales charges.

 

PREMIUM/DISCOUNT INFORMATION

 

When available, information about how often Shares traded on the Exchange at a price above (at a premium to) or below (at a discount to) the Fund's NAV will be provided on the Fund's website at www.corgifunds.com.

 

ADDITIONAL NOTICES

 

Shares are not sponsored, endorsed, or promoted by the Exchange. The Exchange is not responsible for, and has not participated in, the determination of the timing, prices, or quantities of Shares to be issued, nor in the determination or calculation of any equation by which to determine redeemability of Shares. The Exchange has no duty or liability to shareholders for the administration, marketing, or trading of the Shares.

Without limiting the foregoing, in no event shall the Exchange have any liability for lost profits or for indirect, punitive, special, or consequential damages, even if advised of the possibility of such damages.

The Adviser and the Fund make no representation or warranty, express or implied, to owners of Shares or to the public regarding the advisability of investing in securities generally or in the Fund specifically.

The Agreement and Declaration of Trust (the "Declaration of Trust") sets forth a detailed process for shareholders to bring derivative or direct actions, designed to permit legitimate claims while limiting the costs, distraction, and other harm that can result from spurious demands and derivative actions. Before bringing a derivative action, a demand by three unrelated shareholders must be made to the Fund's Trustees. The Declaration of Trust specifies required information, certifications, undertakings, and acknowledgments that must accompany such a demand. Upon receiving a demand, the Trustees have 90 days, extendable by an additional 60 days, to consider it. If a majority of the Trustees who are independent for purposes of considering the demand determine that pursuing the requested action is not in the best interests of the Fund, they must reject the demand, and the complaining shareholders may not proceed with a derivative action unless they can demonstrate to a court that the Trustees' decision was not a good-faith exercise of business judgment on the Fund's behalf. In addition, shareholders owning Shares representing no less than a majority of the Fund's outstanding shares must join in bringing any derivative action. If a demand is rejected, the complaining shareholders may be responsible for the Fund's costs and expenses (including attorneys' fees) incurred in considering the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. If a derivative action is brought in violation of the Declaration of Trust, the shareholders bringing the action may be responsible for the Fund's costs, including attorneys' fees, if a court determines that the action was brought without reasonable cause or for an improper purpose. The Declaration of Trust provides that no shareholder may bring a direct action alleging injury as a shareholder of the Trust or any Fund where the matters alleged would, if true, give rise to a claim belonging to the Trust (or the Trust on behalf of the Fund), unless the shareholder has suffered a harm distinct from that of other shareholders. A shareholder bringing a direct claim must be a shareholder of the Fund at the time of the alleged injury or must have acquired the shares by operation of law from a person who was also a shareholder as of that time. The Declaration of Trust further provides that the Fund will pay attorneys' fees and legal expenses incurred by a complaining shareholder only if required by law, and any attorneys' fees the Fund is obligated to pay will be calculated using reasonable hourly rates. These provisions do not apply to claims arising under the federal securities laws, including the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, and the rules and regulations thereunder.



The Declaration of Trust provides that any civil action or proceeding arising out of or relating to the Trust, a Series, the Declaration of Trust or the rights of Shareholders shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if that court lacks subject-matter jurisdiction, another state or federal court located in Delaware). The Declaration of Trust further provides that each Shareholder (and other persons dealing with the Trust) irrevocably submits to the personal jurisdiction of, and waives any objection to venue in, those courts and, to the fullest extent permitted by law, knowingly, voluntarily and irrevocably waives the right to trial by jury in any such proceeding. These provisions may limit a Shareholder's ability to bring a claim in a judicial forum that it finds favorable or to have a jury trial, and may increase the costs associated with bringing such claims. The enforceability of such provisions may be uncertain in some circumstances, including with respect to claims arising under the federal securities laws.

 

 

FINANCIAL HIGHLIGHTS

 

This section ordinarily presents Financial Highlights to help you understand the Fund's performance over its operating period. Because the Fund has not commenced operations as of the date of this Prospectus, no Financial Highlights are shown.

 

Corgi U.S. Rare Earth & Critical Minerals ETF

 

Adviser  
Corgi Strategies, LLC
425 Bush St, Suite 500
San Francisco, CA 94104

 

Sub-Adviser  
Tuttle Capital Management, LLC

155 Lockwood Road

Riverside, CT 06878


Distributor 
Paralel Distributors LLC

1700 Broadway, Suite 2100

Denver, CO 80290

 

Independent Registered Public Accounting Firm  
Tait, Weller & Baker LLP

50 S. 16th St. Suite 2900

Philadelphia, PA 19102


Administrator, Fund Accountant, and Transfer Agent 
U.S. Bancorp Fund Services, LLC (d/b/a U.S. Bank Global Fund Services)

777 E. Wisconsin Ave.

Milwaukee, WI 53202

Attn: GFS Contracts

Custodian 
U.S. Bank National Association

Lunken Operations Center

CN-OH-L2GL

5065 Wooster Rd

Cincinnati, Ohio 45226

Attn: Global Fund Custody Support Services

 

 

Investors may find more information about the Fund in the following documents:

Statement of Additional Information: The Fund's SAI includes further details about the Fund's investments and other information. A current SAI dated [ ], 2026, as supplemented from time to time, is on file with the SEC and is incorporated by reference into this Prospectus; it is legally part of this Prospectus.

Annual/Semi-Annual Reports: Additional information about the Fund's investments is available in the Fund's annual and semi-annual reports to shareholders and in Form N-CSR. In the Fund's first annual report after operations commence, you will find a discussion of market conditions and investment strategies that materially affected performance. Form N-CSR contains the Fund's annual and semi-annual financial statements.

You can obtain free copies of these documents when available, request other information, or make general inquiries about the Fund by contacting:
Corgi U.S. Rare Earth & Critical Minerals ETF, c/o 425 Bush St, Suite 500, San Francisco, CA 94104 or by calling (855) 552-6744.

Shareholder reports and other information about the Fund are also available:

Free of charge from the SEC's EDGAR database on the SEC's website at http://www.sec.gov; or

 

Free of charge from the Fund's Internet website at www.corgifunds.com; or

 

For a fee, by e-mail request to publicinfo@sec.gov.

(SEC Investment Company Act File No. 811-24157)

 

 

 

PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION

SUBJECT TO COMPLETION

DATED JULY 10, 2026

THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.  

 

Ticker

Fund

XR

Corgi U.S. Rare Earth & Critical Minerals ETF

 

listed on Cboe BZX Exchange, Inc.

 

STATEMENT OF ADDITIONAL INFORMATION

[ ]

This Statement of Additional Information ("SAI") is not a prospectus and should be read together with the Prospectus for Corgi U.S. Rare Earth & Critical Minerals ETF (the "Fund"), a series of Corgi ETF Trust III (the "Trust") (dated [ ], as it may be supplemented from time to time). Unless noted otherwise, capitalized terms used in this SAI have the same meanings as in the Prospectus. A copy of a Prospectus may be obtained without charge by email to contact@corgifunds.com, visiting www.corgifunds.com, or writing to Corgi ETF Trust III, c/o 425 Bush St, Suite 500, San Francisco, CA 94104.

The Fund's audited financial statements for the most recent fiscal year, when available, will be incorporated into this SAI by reference to the Fund's most recent annual report on Form N-CSR. You can obtain a copy of the Certified Shareholder Report free of charge by contacting the Fund at the mailing address or email listed above.

 

 

 

TABLE OF CONTENTS

 

General Information about the Trust  

Additional Information about Investment Objectives, Policies, and Related Risks  

Description of Permitted Investments  

Investment Restrictions  

Exchange Listing and Trading  

Management of the Trust  

Principal Shareholders, Control Persons and Management Ownership  

Codes of Ethics

Proxy Voting Policies

Investment Adviser

Portfolio Managers

The Distributor

Administrator

Transfer Agent and ETF Order Management  

Custodian

Independent Registered Public Accounting Firm  

Portfolio Holdings Disclosure Policies and Procedures  

Description of Shares

Limitation of Trustees' Liability  

Brokerage Transactions  

Portfolio Turnover Rate  

Book Entry Only System  

Purchase and Redemption of Shares in Creation Units  

Determination of NAV

Dividends and Distributions  

Federal Income Taxes

Financial Statements

 

 

 

GENERAL INFORMATION ABOUT THE TRUST

The Trust is an open-end management investment company containing the Corgi U.S. Rare Earth & Critical Minerals ETF, (the "Fund"). This SAI relates to the Fund. The Trust is a Delaware statutory trust formed on November 12, 2025. The Trust is registered with the U.S. Securities and Exchange Commission ("SEC") under the Investment Company Act of 1940, as amended (together with the rules and regulations thereunder, the "1940 Act"), as an open-end management investment company, and the offering of shares of beneficial interest ("Shares") is registered under the Securities Act of 1933, as amended (the "Securities Act"). The Trust is governed by its Board of Trustees (the "Board"). The Corgi U.S. Rare Earth & Critical Minerals ETF seeks capital appreciation. Corgi Strategies, LLC (the "Adviser") will serve as investment adviser to the Fund.

The Fund offers and issues Shares at their net asset value ("NAV") only in aggregations of a specified number of Shares (each, a "Creation Unit"). The Fund generally issues and redeems Creation Units in exchange for a basket of securities ("Deposit Securities") together with a specified cash payment (the "Cash Component"). The Trust may permit or require the substitution of a cash amount ("Deposit Cash") in lieu of some or all Deposit Securities. Shares are expected to be listed on Cboe BZX Exchange, Inc. (the "Exchange") and trade on the Exchange at market prices, which may differ from NAV. Shares are redeemable only in Creation Unit aggregations and, in general, in exchange for portfolio securities and a specified cash payment, or instead, entirely for cash. As a practical matter, mostly only institutions or large investors, known as "Authorized Participants" or "APs," purchase or redeem Creation Units. Except when aggregated in Creation Units, Shares are not individually redeemable.

Shares may be issued in advance of receipt of some or all Deposit Securities, subject to conditions set forth in the participant agreement among the AP, the distributor, and the transfer agent (the "Participant Agreement"), including a requirement to maintain with the Trust cash at least equal to a specified percentage of the value of any missing Deposit Securities. The Trust may impose a transaction fee on each creation or redemption. In all cases, such fees will be limited in accordance with SEC requirements applicable to management investment companies offering redeemable securities. As with other publicly traded securities, brokers' commissions on secondary-market transactions are negotiated with your broker at customary rates.

 

ADDITIONAL INFORMATION ABOUT INVESTMENT OBJECTIVES, POLICIES, AND RELATED RISKS

The Fund's investment objectives and principal investment strategies are described in the Prospectuses under "Investment Objective" and "Principal Investment Strategies," respectively. The information below supplements, and should be read together with, the Prospectuses. For a description of certain permitted investments, see "Description of Permitted Investments" in this SAI.

With respect to the Fund's investments, unless otherwise noted, if a percentage limitation is satisfied at the time of investment or contract, a subsequent increase or decrease due to market movements or redemptions will not, by itself, result in a violation of that limitation.

Non-Diversification

The Fund is classified as non-diversified under the 1940 Act. As a result, the Fund is not limited by the 1940 Act with respect to the percentage of its assets that may be invested in the securities of a single issuer. The Fund therefore may invest a larger portion of its assets in the securities of a single issuer or a smaller number of issuers than a diversified fund. Those issuers may represent a greater portion of the Fund's portfolio, which can adversely affect performance or subject Shares to greater price volatility than more diversified investment companies. While each Fund is "non-diversified" under the 1940 Act, to qualify as a RIC the Fund must satisfy Subchapter M diversification tests. Accordingly, with respect to at least 50% of total assets, the Fund will not hold more than 10% of the outstanding voting securities of any one issuer or invest more than 5% of total assets in any one issuer.

Although the Fund is non-diversified for purposes of the 1940 Act, it intends to maintain the diversification required under the Code and otherwise operate so as to qualify as a regulated investment company ("RIC") for federal income tax purposes, thereby generally avoiding fund-level federal income tax on income and gains distributed to shareholders. Compliance with the Code's diversification and other requirements may limit investment flexibility and could make it less likely that the Fund will meet its investment objective. See "Federal Income Taxes" in this SAI for further discussion.

 

General Risks

The value of the Fund's portfolio securities may fluctuate with changes in an issuer's or counterparty's financial condition, with issuer-specific or industry-specific developments, and with broader economic or political conditions. An investor in the Fund could lose money over short or long periods.

There is no assurance that a liquid market will exist for all securities held by the Fund. Market liquidity may depend on whether dealers are willing to make markets in particular securities. There can be no assurance that a market will be made or maintained, or that any such market will remain liquid. The price at which securities may be sold, and the value of Shares, can be adversely affected if trading markets for the Fund's portfolio securities are limited or absent, or if bid/ask spreads are wide.

Financial markets, domestic and foreign, have at times experienced unusually high volatility. Continuing events and market turbulence may adversely affect Fund performance.

Cyber Security Risk. Investment companies and their service providers face operational and information-security risks from cyber incidents. Cyber events include, among other things, data theft or corruption, denial-of-service attacks, unauthorized release of confidential information, and other breaches. Cyber incidents affecting the Fund or the Adviser, custodian, transfer agent, intermediaries, or other third-party service providers may, among other effects, disrupt the processing of shareholder transactions, impair the Fund's ability to calculate its NAV, cause the release of private shareholder or issuer information, impede trading, result in regulatory fines or financial losses, and damage reputation. The Fund may also incur additional costs for cybersecurity risk management. Similar risks affect issuers in which the Fund invests and could have material adverse consequences for such issuers, potentially reducing the value of the Fund's investments.

 

DESCRIPTION OF PERMITTED INVESTMENTS

 

The following describes the investments and techniques the Fund may use, and the related risks. The Fund will employ any investment or practice below only if it is consistent with the Fund's investment objective and permitted by the Fund's stated policies. Some items discussed in this SAI are not principal strategies, as disclosed in the Prospectus; while the Fund is permitted to use them, it is not required to do so.

Borrowing

Although the Fund does not expect to borrow, it may do so to the extent allowed by the 1940 Act. Under the 1940 Act, the Fund may borrow up to one-third (1/3) of its total assets. Any borrowing would be for short-term or emergency purposes, not for investment, and would be repaid promptly. Borrowing magnifies the effect on NAV of changes in the market value of the Fund's holdings. Amounts borrowed bear interest (which may or may not be offset by earnings on purchased securities), and maintaining a credit facility may involve minimum balances, commitment fees, or other costs that increase the effective cost of borrowing.

Equity Securities

Equity securities (for example, common stock) are subject to stock-market risk and may fluctuate significantly as market conditions, investor sentiment, or an issuer's financial position change. Declines in the value of equity holdings may cause the Fund's Shares to fall in value.

An investment in the Fund entails the risks inherent in equity ownership, including the risk that issuer fundamentals deteriorate or that broad market conditions weaken, either of which can reduce the value of portfolio securities and, in turn, the value of Shares. Equity prices can be volatile as investor expectations shift with respect to government, economic, monetary, and fiscal policies; inflation and interest rates; business cycles; and global or regional political, economic, or banking stresses.

 

Types of Equity Securities:

Common Stocks -
 Common stock represents an ownership interest in an issuer, typically with voting rights and the potential to receive dividends. Unlike preferred stock, dividends on common stock are not fixed and are declared at the discretion of the issuer's board of directors.

Holders of common stock generally take on more risk than holders of preferred stock or debt because common shareholders stand behind creditors and preferred shareholders in the issuer's capital structure. Common stock has neither a stated principal amount nor a maturity date and remains subject to market fluctuations as long as it is outstanding.

Preferred Stocks - Preferred stock represents an ownership interest that typically has priority over common stock for dividends and liquidation proceeds, but is junior to the issuer's liabilities. Preferred stock generally has no voting rights. Varieties include adjustable-rate, fixed-dividend, perpetual, and sinking-fund preferred stock.

In general, market values of fixed-rate, non-convertible preferred stock move inversely with interest rates and with changes in perceived credit quality.

Rights and Warrants - Rights give existing shareholders the privilege to subscribe to a new issue of common stock, usually for a short period (often two to four weeks) at a discount to the public offering price; rights are typically transferable. Warrants are long-dated options, often issued with debt or preferred stock, that allow the holder to purchase common shares at a specified price; warrants are usually transferable and may trade on exchanges.

Rights and warrants may involve greater risk than direct investment in the underlying securities. They typically do not convey voting rights, dividends, or ownership in the issuer's assets; their values may not track the underlying securities; and they can expire worthless if not exercised by their expiration dates. Using rights or warrants can increase potential gains and losses compared to investing the same amount directly in the underlying stock.

When-Issued Securities - A when-issued security has defined terms and an active market but has not yet been issued. In such transactions the Fund relies on the counterparty to deliver. If delivery does not occur, the Fund may miss an opportunity to acquire the security at an attractive price or yield.

Purchasing when-issued securities exposes the Fund to ownership-like risks prior to settlement, including price and yield changes. By settlement, the market value may be higher or lower than the agreed purchase price, and prevailing yields may differ from those available when the trade was executed. Because payment is deferred until delivery, these risks are in addition to the risks of the Fund's other investments.

SEC Rule 18f-4 under the 1940 Act (the "Derivatives Rule") permits investments on a when-issued, forward-settling, or non-standard settlement basis notwithstanding Section 18's senior-security restrictions, provided the Fund intends to physically settle and settlement will occur within 35 days of the trade date (the "Delayed-Settlement Securities" provision). Transactions that do not meet that provision are treated as derivatives under Rule 18f-4.

Short Sales

The Fund does not intend to engage in short sales of securities, including short sales against-the-box. Accordingly, short sales are not part of the Fund's principal or non-principal investment strategies. If the Fund determines in the future to use short sales, the Fund's prospectus and this Statement of Additional Information will be updated, as appropriate, to reflect such use and the related risks.

Illiquid Investments and Restricted Securities

Under Rule 22e-4, the Fund may not acquire any illiquid investment if, immediately after purchase, more than 15% of its net assets would be invested in illiquid investments that are assets. An "illiquid investment" is one the Fund reasonably expects it cannot sell or dispose of, under current market conditions, within seven calendar days without materially affecting the investment's market value. The Fund maintains a liquidity risk management program and procedures to identify illiquid investments pursuant to Rule 22e-4. The 15% limit is observed on an ongoing basis. If the Fund's holdings of illiquid investments exceed 15% of net assets because of market activity, liquidity changes, or other factors, the Fund will report the occurrence to the Board and will make determinations and take steps, consistent with Rule 22e-4 and Board-approved procedures, to reduce illiquid investments to or below 15% of net assets within a reasonable period.

The Fund may purchase restricted securities that may be resold to institutional investors and that, under the Fund's liquidity program, may be determined not to be illiquid. Many such securities trade in the institutional market under Rule 144A of the Securities Act and are referred to as Rule 144A securities.

Illiquid investments generally involve more risk than comparable, readily marketable securities. They may trade at a discount, may be harder to sell at a fair price or in a timely manner, and may prevent the Fund from taking advantage of market opportunities. Risks are most acute when the Fund needs cash (for example, during periods of net redemptions), potentially necessitating borrowing or sales at unfavorable prices.

Illiquid investments are often privately placed and may not be listed or traded on established markets. They may not be freely transferable under applicable law or due to contractual resale restrictions. If privately placed securities can only be sold through private negotiations, the realized price may be below the Fund's purchase price or below fair value. Issuers that are not public may be subject to less stringent disclosure and investor-protection requirements. If registration is required before resale, the Fund may bear those costs. Private placements may involve smaller, less seasoned issuers with limited product lines, markets, financial resources, or management depth, and the Fund may receive material non-public information that can restrict trading.

Investment Company Securities

The Fund may invest in other investment companies, including money market funds and ETFs, subject to Section 12(d)(1) of the 1940 Act and related rules. Investing through another pooled vehicle exposes the Fund to that vehicle's risks. Fund shareholders will indirectly bear their proportionate share of the acquired fund's fees and expenses (including advisory fees), in addition to fees and expenses the Fund bears directly.

Under Section 12(d)(1), immediately after purchase the Fund may not: (1) own more than 3% of the acquired company's outstanding voting stock; (2) invest in the acquired company's securities with an aggregate value exceeding 5% of the Fund's total assets; or (3) invest in the securities of the acquired company and all other investment companies in excess of 10% of the Fund's total assets. To the extent permitted by law or regulation, the Fund may invest in money market funds beyond these limits.

Registered funds may invest in other investment companies beyond Section 12(d)(1) limits if certain conditions are met. The Fund may rely on Rule 12d1-4, which provides an exemption allowing investments in other registered funds, including ETFs, subject to conditions (for example, the Fund and its advisory group may not control, individually or in the aggregate, an acquired fund, generally meaning ownership of no more than 25% of the voting securities of a registered open-end fund).

The Fund may also rely on Section 12(d)(1)(F) and Rule 12d1-3, which provide an exemption permitting investment in other registered funds (including ETFs) if, among other conditions: (1) the Fund, together with its affiliates, acquires no more than 3% of the outstanding voting stock of any acquired fund; and (2) sales loads on Shares do not exceed FINRA Rule 2830 limits.

Money Market Funds

The Fund may invest in underlying money market funds that seek to maintain a stable $1 NAV ("stable NAV" funds) or whose share prices fluctuate ("variable NAV" funds). Investments in stable NAV funds can still lose value. Variable NAV funds can be worth more or less than the Fund paid when sold. Neither type is designed to provide capital appreciation. Certain money market funds may impose liquidity fees or temporarily suspend redemptions if liquidity falls below required thresholds. Shares of money market funds are not insured or guaranteed by the U.S. government or any government agency, and there is no assurance that a money market fund will maintain a stable price.

Other Short-Term Instruments

For liquidity or other purposes, the Fund may hold short-term instruments on an ongoing basis, including but not limited to: (1) shares of money market funds; (2) obligations of the U.S. government, its agencies, or instrumentalities (including government-sponsored enterprises); (3) negotiable certificates of deposit ("CDs"), bankers' acceptances, fixed time deposits, and other obligations of U.S. and non-U.S. banks (including foreign branches) and any similar institutions; (4) commercial paper rated Prime-1 by Moody's Investors Service or A-1 by S&P Global Ratings, or of comparable quality if unrated as determined by the Adviser; (5) non-convertible corporate debt with remaining maturities of 397 days or less that meets Rule 2a-7 rating criteria; and (6) short-term, U.S. dollar-denominated obligations of non-U.S. banks (including their U.S. branches) that, in the Adviser's opinion, are of comparable quality to eligible U.S. bank obligations. Such instruments may be purchased on a current or forward-settled basis. Time deposits are non-negotiable bank deposits for a stated period and rate. Bankers' acceptances are time drafts drawn on banks, typically in international trade.

Forward-settling short-term instruments that do not settle within 35 days, or that otherwise use a non-standard settlement cycle, may be treated as derivatives under Rule 18f-4.

Securities Lending

If approved by the Board, the Fund may lend portfolio securities to qualified borrowers. Borrowers must provide collateral at least equal to the current value of the loaned securities and maintain such collateral while the loan is outstanding. The Fund may recall a securities loan at any time and recall the securities. The Fund will receive the value of any interest or cash/non-cash distributions on loaned securities; substitute payments in lieu of dividends generally do not qualify as qualified dividend income.

For cash-collateralized loans, the borrower typically receives a fee based on the cash collateral; the Fund seeks to earn more on reinvested cash collateral than it pays to the borrower. For non-cash collateral, the borrower pays the Fund a fee based on the value of securities on loan. Cash collateral may be reinvested in short-term instruments, either directly or through joint accounts or money market funds, which may be managed by the Adviser.

The Fund may share a portion of lending income with borrowers as described above and with one or more lending agents approved by the Board. Lending agents administer the program under Board-approved guidelines, including delivering and recalling securities, obtaining and maintaining collateral, monitoring collateral and loan values daily, requesting collateral adjustments, and providing recordkeeping and accounting.

While securities are on loan, the Fund generally does not have the right to vote those securities. The Fund may recall securities on loan in order to vote if the Adviser determines that a particular vote is expected to have a material effect on the Fund and that recalling the securities is in the best interests of shareholders.

Securities lending involves risks, including operational risk (settlement or accounting issues), "gap" risk (a mismatch between returns on collateral reinvestment and fees owed to the borrower), and credit, legal, counterparty, and market risks. If a borrower fails to return securities, the Fund could incur a loss if collateral liquidation proceeds do not at least equal the value of the loaned securities plus costs to purchase replacements.

Tax Risks

You should consider the tax treatment of an investment in Shares. The tax information in the Prospectus and this SAI is general in nature. Consult your tax adviser about the federal, state, local, and non-U.S. tax consequences of investing in Shares.

Unless Shares are held through a tax-deferred or other tax-advantaged account (such as an individual retirement account), you should consider potential tax consequences when the Fund makes distributions or when you sell Shares.

Temporary Defensive Strategies

Under normal market conditions, the Fund seeks to remain fully invested in accordance with its principal strategies. In adverse market, economic, political, or other conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, such as U.S. government obligations, investment-grade debt, and other money market instruments. Taking a defensive position may prevent the Fund from achieving its investment objective.

 

INVESTMENT RESTRICTIONS

The Trust has adopted the following investment restrictions as fundamental policies with respect to the Fund. These restrictions cannot be changed for the Fund without the approval of the holders of a majority of the Fund's outstanding voting securities. For purposes of the 1940 Act, a "majority of the outstanding voting securities" means the lesser of: (1) 67% or more of the voting securities present (if holders of more than 50% of the outstanding voting securities are present or represented by proxy); or (2) more than 50% of the outstanding voting securities of the Fund.

Except with the approval of a majority of the outstanding voting securities, the Fund may not:

1. Borrow money or issue senior securities, as that term is defined in the 1940 Act, except to the extent permitted by the 1940 Act.

2. Make loans, except to the extent permitted under the 1940 Act.

3. Purchase or sell real estate, except when obtained through ownership of securities or other instruments and only to the extent allowed by the 1940 Act. This does not prevent the Fund from investing in securities or other instruments backed by real estate, real estate investment trusts ("REITs"), or securities of companies engaged in the real estate business.

4. Purchase or sell commodities, except when exposure arises incidentally through other instruments and only as permitted by the 1940 Act. This does not prevent the Fund from purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities.

5. Underwrite securities issued by other persons, except to the extent permitted under the 1940 Act.

6. Concentrate its investments (that is, invest more than 25% of total assets) in any one industry or group of related industries, except that the Fund will concentrate its investments in the metals and mining industry and in related industries within the rare earth and critical minerals supply chain, including mineral processing and refining (including separation), recycling and recovery, and advanced manufacturing of rare earth elements and other critical minerals. For this test, U.S. government securities (and agencies/instrumentalities), repurchase agreements backed by U.S. government securities, investment companies, and municipal securities are not treated as belonging to any industry.


In determining compliance with its concentration policy, the Fund will "look through" to the holdings of any investment company that discloses its portfolio daily. If an acquired fund does not publish holdings daily but states that it concentrates, or otherwise discloses concentration in a particular industry or group of industries, the Fund will treat it as concentrated accordingly. Additionally, in determining compliance with the fundamental investment concentration policy, the Fund will look through to the ultimate user or use of proceeds of private-activity municipal bonds to assign their industry.

For purposes of applying the concentration policy, the Fund may classify issuers by industry using any reasonable industry classification system, including SIC, NAICS, GICS, ICB, or a classification system developed by the Adviser. Classifications and the levels at which concentration is measured may differ from those used by other series of the Trust.

If a percentage limitation is satisfied at the time of investment or contract, a subsequent increase or decrease resulting from any change in value or in total or net assets will not, by itself, result in a violation of such restriction, except that the percentage limits on borrowing and on illiquid investments are monitored on a continuous basis.

EXCHANGE LISTING AND TRADING

Shares are listed for trading and trade throughout the day on the Exchange.

The Exchange may halt trading in the Shares for reasons that, in the judgment of the Exchange, make trading inadvisable, including without limitation extraordinary market volatility; trading halts in securities, instruments, or financial indexes underlying the Fund's portfolio; or the unavailability of key information such as an intraday indicative value.

There can be no assurance that the Fund will continue to meet the Exchange's requirements necessary to maintain the listing of Shares. The Exchange may, but is not required to, remove Shares of the Fund from listing under any of the following circumstances: (1) the Exchange becomes aware that the Fund is no longer eligible to operate in reliance on Rule 6c-11 under the 1940 Act; (2) the Fund no longer complies with the Exchange's requirements for Shares; or (3) such other event or condition exists that, in the opinion of the Exchange, makes continued listing imprudent. The Exchange will also delist the Shares upon the Fund's termination.

The Trust reserves the right to adjust the price levels of Shares in the future to help maintain convenient trading ranges for investors. Any such changes would be implemented via stock splits or reverse stock splits.

 

MANAGEMENT OF THE TRUST

Board Responsibilities.  The Board oversees the management and operations of the Trust. As with other mutual funds and ETFs, the day-to-day management and operations of the Trust are carried out by service providers to the Trust, including the Adviser, the Distributor, the Administrator, the Custodian, and the Transfer Agent, each of which is discussed elsewhere in this SAI. The Board has appointed certain senior personnel of the Administrator as officers of the Trust, with responsibility to monitor the Trust's operations and report to the Board. In carrying out its oversight, the Board receives regular reports from these officers and from the Trust's service providers. For example, the Treasurer reports on financial reporting matters and the President reports on operational matters. In addition, the Adviser provides regular reports regarding the investment strategy and performance of the Fund. The Board has appointed a Chief Compliance Officer who administers the Trust's compliance program and reports regularly to the Board on compliance matters. These reports are provided as part of formal Board meetings, typically held quarterly and often in person, during which the Board reviews recent operations. Between formal meetings, members of the Board may also meet with management in less formal settings to discuss Trust matters. The role of the Board, and of each Trustee, is one of oversight rather than day-to-day management; this oversight role does not make the Board a guarantor of the Trust's investments, operations, or activities.

As part of its oversight function, the Board receives and reviews a variety of different risk management reports and discusses risk matters with appropriate management and other personnel. Because risk management encompasses many elements (for example, investment risk, issuer and counterparty risk, compliance risk, operational and business continuity risks), oversight of different categories of risk is handled in different ways. The Board meets regularly with the Chief Compliance Officer to discuss compliance and operational risks, and the Audit Committee meets with the Trust's independent registered public accounting firm regarding, among other things, the internal control structure of the Trust's financial reporting function.

The full Board also receives reports from the Adviser regarding the Fund's investment risks. From time to time, the Board receives additional reports from the Administrator and the Adviser regarding enterprise risk management.

The Board recognizes that not all risks that may affect the Fund can be identified or quantified; that it may not be practical or cost-effective to eliminate or mitigate certain risks; that certain risks (such as investment risk) may be necessary to achieve the Fund's goals; and that the processes and controls used to address risks have inherent limitations. Moreover, the risk reports provided to the Board are typically summaries. Most of the Fund's investment management and business affairs are conducted by or through the Adviser and other service providers, each operating under its own risk management policies and practices, which may differ from those of the Trust or from one another in priorities, resources, and control effectiveness. For these and other reasons, the Board's ability to monitor and manage risk, as a practical matter, has limitations.

 

Members of the Board.  The Board is composed of five members, three of whom are not "interested persons" of the Trust, as that term is defined in the Investment Company Act of 1940, as amended (the "1940 Act") (the "Independent Trustees"). Nicolas S. Laqua serves as Chair of the Board and is an interested person of the Trust. The Board includes a majority (60%) of Independent Trustees.

The Board believes its current leadership structure is appropriate for the Trust. A Lead Independent Trustee acts as the primary liaison between the Independent Trustees and management; Brian M. Nguyen  currently serves as Lead Independent Trustee. The Board further believes this structure supports effective oversight and facilitates the efficient flow of information from Fund management to the Independent Trustees.

Additional information about each Trustee appears below. Unless otherwise noted, the address of each Trustee is c/o Corgi ETF Trust III, 425 Bush St, Suite 500, San Francisco, CA 94104.

 

 

Name and
Year of Birth

Position Held
with the Trust

Term of Office and
Length of Time Served(1)

Number of Portfolios
in Fund Complex
Overseen by Trustee(2)

Principal Occupation(s)
During Past 5 Years

Independent Trustees(3)

Brian M. Nguyen
(Born: 1994)

Lead Independent Trustee

Indefinite term;
since 2026

1

Founder of Swivul.com (2025-2026); Advisor / Head of Business Development for HelloMoon (2024-2025); Founder of SoundMint (2022-2024); Advisor at Animoca Brands (2022).

Matthew A. Kiflu
(Born: 2000)

Trustee

Indefinite term;
since 2025

1

Founder and Chief Executive Officer, Egress Health (2023-2025); Investment Banking Analyst, Lazard (2023).

Rachel Fong
(Born: 1998)

Trustee

Indefinite term;
since 2026

1

Founder, Kawaii Sweet World (2010–2020); Founder and Chief Executive Officer, Creator Labs (2021–2022); Co-founder, Nabi (2024–present).

Interested Trustees(4)

Nicolas S. Laqua
(Born: 2000)

Chair; Interested Trustee

Indefinite term;
since 2025

1

Chief Executive Officer and Director, Corgi Insurance Services, Inc., an insurance agency (since 2024); Chief Executive Officer and Director, Basket Entertainment, Inc., a software and entertainment company (2021 to 2025); Director, Bangers Snacks, Inc., a food and beverage company (since 2024).

Emily Z. Yuan
(Born: 2001)

Interested Trustee

Indefinite term;
since 2025

1

Chief Operations Officer and Director, Corgi Insurance Services, Inc., an insurance agency (since 2024); Chief Operations Officer and Director, Basket Entertainment, Inc., a software and entertainment company (2021 to 2025); Director, Bangers Snacks, Inc., a food and beverage company (since 2024).

 

(1) Each Trustee holds office for an indefinite term until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, removal, or retirement in accordance with Board policy. The Trustees have adopted a retirement policy of retirement at age 75.

(2) "Fund Complex" refers to the series of Corgi ETF Trust III and any other registered investment companies advised by Corgi Strategies, LLC or its affiliates (together, the "Fund Complex").

(3) "Independent Trustees" are Trustees who are not "interested persons" of the Trust under the 1940 Act.

(4) Nicolas S. Laqua and Emily Z. Yuan are "interested persons" of the Trust due to their positions with the Trust and/or their affiliations with Corgi Strategies, LLC (the "Adviser").

 

 

Individual Trustee Qualifications.

The Board has determined that each Trustee brings skills, experience, and attributes that, in the aggregate, are appropriate for service on the Board given the Trust's business and structure. Among other things, the Trustees collectively bring experience in technology and data systems, corporate finance and capital markets, and venture formation and growth investing, as well as risk oversight and investment management oversight. The Board conducts an annual self-assessment of its effectiveness and that of its committees.

In addition, the Board has concluded that each Trustee should serve based on the following, among other factors:

Matthew A. Kiflu.  The Board has concluded that Mr. Kiflu should serve as a Trustee because of his leadership in founding and operating a healthcare technology company and his prior experience in investment banking. As Founder and Chief Executive Officer of Egress Health, Mr. Kiflu led the development of data-driven revenue cycle and care management solutions that leveraged automation and artificial intelligence to improve efficiency and reduce costs for healthcare organizations. Previously, as an Investment Banking Analyst at Lazard, Mr. Kiflu advised clients on mergers and acquisitions, capital structure, and strategic alternatives across healthcare and technology sectors, developing expertise in financial modeling, valuation, and transaction execution. The Board believes Mr. Kiflu's combined experience in healthcare technology and finance equips him to provide valuable oversight in areas including financial management, operational risk, valuation and fair-value processes, technology governance, and business continuity. His background in both investment banking and entrepreneurial leadership brings a distinctive perspective on innovation, strategic growth, and fiduciary responsibility to the Trust.

 

Rachel Fong. The Board has concluded that Ms. Fong should serve as a Trustee because of her demonstrated experience in entrepreneurship, technology, product development, and company building. Ms. Fong founded Kawaii Sweet World at age twelve, growing it to a digital media brand with over 2.2 million followers across social media platforms. She subsequently signed a publishing deal with Penguin Random House, authoring Kawaii Sweet World: 75 Yummy Recipes for Baking That's (Almost) Too Cute to Eat (2019). Ms. Fong studied Computer Science and Product Design at Stanford University (Class of 2021), after which she founded Creator Labs, a company focused on tools for content creators. Most recently, Ms. Fong has been building Nabi, a company focused on the future of eating disorder treatment, demonstrating her commitment to applying technology to improve healthcare outcomes. The Board believes Ms. Fong's combined experience in consumer technology, product design, digital media, and health technology equips her to provide valuable oversight in areas including technology governance, product strategy, operational risk, and business continuity.

 

Brian Nguyen. The Board has concluded that Mr. Nguyen should serve as a Trustee because of his demonstrated experience in technology entrepreneurship, digital transformation, blockchain, and applied artificial intelligence. Mr. Nguyen is the Co-Founder of Swivul, an AI-powered intelligent booking platform for travel, hotels, flights, experiences, and related services. Previously, he founded SoundMint Labs, a music NFT company that achieved notable sales and secured funding, and he has served in advisory roles for Web3 projects and companies, including Hellomoon, where he helped drive millions in software sales in the Web3 sector, as well as Animoca Brands, LINKPAD Capital, and Vesper. Earlier in his career, he worked as a Technology / Blockchain Analyst at Accenture. Mr. Nguyen holds a degree in Informatics from the University of California, Irvine, where he co-founded the Irvine Crypto Club and contributed as a Blockchain Analyst with Blockchain at UCI. The Board believes Mr. Nguyen’s combined experience in emerging technology, software commercialization, blockchain ecosystems, and AI-enabled consumer platforms equips him to provide valuable oversight in areas including technology strategy, innovation risk, digital business operations, and evolving market opportunities.

 

Nicolas S. Laqua. The Board has concluded that Mr. Laqua should serve as a Trustee because of his executive leadership and oversight in acquisitions, capital markets, insurance distribution, and software businesses. This includes his service as Chair and Interested Trustee of Corgi ETF Trust I & II since 2025, his service as Chief Executive Officer and Director at Corgi Insurance Services, Inc. and Basket Entertainment, Inc., and as a Director at Bangers Snacks, Inc., together with practical familiarity with regulated insurance operations as a director and chief executive of an insurance agency. The Board believes Mr. Laqua's experience, qualifications, attributes, and skills, on an individual basis and in combination with those of the other Trustees, equip him to oversee financial reporting and disclosure controls, valuation, capital allocation and financing considerations, risk management, and service provider oversight with respect to the Trust.

 

Emily Z. Yuan.  The Board has concluded that Ms. Yuan should serve as a Trustee because of her operational leadership and oversight in acquisitions, capital markets, insurance, and software companies. This is including her service as an Interested Trustee of Corgi ETF Trust I & II since 2025, her service as Chief Operations Officer and Director at Corgi Insurance Services, Inc. and Basket Entertainment, Inc., and as a Director at Bangers Snacks, Inc., together with technical training in computer science at Stanford University and her familiarity with regulatory requirements as a director of an insurance agency. The Board believes Ms. Yuan's experience, qualifications, attributes, and skills, on an individual basis and in combination with those of the other Trustees, demonstrate the requisite capabilities to carry out oversight responsibilities with respect to the Trust.


The information above is not exhaustive; many Trustee attributes involve qualitative elements such as integrity, diligence, judgment, the ability to work collaboratively, and a demonstrated commitment to shareholder interests.

 

 

Board Committees.

The Board has established the following standing committees, each composed solely of Independent Trustees and operating under a Board-approved written charter.

Audit Committee. The Audit Committee is composed of Rachel Fong (Chair), Brian M. Nguyen, and Matthew A. Kiflu. The Audit Committee oversees the Trust's accounting, financial reporting, and internal control processes; the quality and integrity of the Trust's financial statements; and the qualifications, independence, and performance of the Trust's independent registered public accounting firm. Among other responsibilities, the Audit Committee pre-approves audit and permissible non-audit services for the Trust, reviews audit plans and results, and serves as a forum for communications among the independent auditors, management, and the Board regarding accounting and financial reporting matters. As of the date of this SAI, the Audit Committee met one time with respect to the Trust.

Qualified Legal Compliance Committee ("QLCC"). The Audit Committee also serves as the Trust's QLCC for purposes of the SEC's attorney conduct rules (17 C.F.R. Secs. 205.2(k), 205.3(c)). An attorney representing the Trust who becomes aware of evidence of a material violation by the Trust or by an officer, director, employee, or agent of the Trust may report such evidence to the QLCC as an alternative to the reporting process described in 17 C.F.R. Sec. 205.3(b). As of the date of this SAI, the QLCC has met one time with respect to the Trust.

Nominating and Governance Committee. The Nominating and Governance Committee is composed of Matthew A. Kiflu (Chair), Rachel Fong, and Brian M. Nguyen. The Committee identifies, evaluates, and recommends candidates for nomination to the Board as needed; oversees the Board's annual self-assessment; and reviews Trustee compensation. The Committee considers whether or not to consider shareholder-recommended nominees. The Committee meets as necessary, but at least annually. Because the Funds have not yet commenced operations, the Committee has not yet met as of the date of this SAI.

 

 

Principal Officers of the Trust

The officers of the Trust manage its day-to-day operations subject to Board oversight. Unless otherwise noted, the address of each officer is c/o Corgi ETF Trust III, 425 Bush St, Suite 500, San Francisco, CA 94104.

Name and
Year of Birth

Position(s) Held
with the Trust

Term of Office and
Length of Time Served

Principal Occupation(s) During Past 5 Years

Emily Z. Yuan
(Born: 2001)

President and Principal Executive Officer, Chief Compliance Officer; Secretary; Anti-Money Laundering Officer

Indefinite term;
since 2025

Chief Operations Officer and Director, Corgi Insurance Services, Inc., an insurance agency (since 2024); Director, Bangers Snacks, Inc., a food and beverage company (since 2024); Chief Operations Officer and Director, Basket Entertainment, Inc., a software and entertainment company (2021 to 2025).

Nicolas S. Laqua
(Born: 2000)

Principal Financial Officer; Principal Accounting Officer (Treasurer)

Indefinite term;
since 2025

Chief Executive Officer, Corgi Insurance Services, Inc. (since 2024); Director, Bangers Snacks, Inc. a food and beverage company (since 2024); Chief Executive Officer and Director, Basket Entertainment, Inc., a software and entertainment company (2021 to 2025).

Trustee Ownership of Shares.

The Funds are required to show the dollar-amount ranges of each Trustee's beneficial ownership of Shares of each Fund and of the Trust's other series as of the end of the most recently completed calendar year. "Beneficial ownership" is determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended.

As of the date of this SAI, the Funds had not commenced operations and no Shares were outstanding. As of December 12, 2025, no Trustee owned Shares of any series of the Trust.

As of December 12, 2025, none of the Independent Trustees or members of their immediate families owned securities, beneficially or of record, in the Adviser, the Distributor, or any of their affiliates. Accordingly, none of the Independent Trustees or their immediate family members had any direct or indirect interest, the value of which exceeds $120,000, in the Adviser, the Distributor, or any of their affiliates. In addition, during the two most recently completed calendar years, none of the Independent Trustees or their immediate family members engaged in any transaction(s) in an amount exceeding $120,000 in which the Adviser, the Distributor, or any affiliate thereof was a party.

 

Board Compensation.

The Independent Trustees are entitled to receive $500 per meeting for each meeting of the Board of Trustees and any committees attended, which is paid by the Adviser. The Independent Trustees will also be reimbursed for reasonable travel and other out-of-pocket expenses incurred in connection with attending meetings. The Trust has no pension or retirement plan. The Adviser expects to continue paying the $500 per-meeting fee in 2026, unless otherwise determined by the Board. Other than the foregoing, there are no arrangements or understandings for compensation to be paid to Trustees by the Fund, the Adviser, or any affiliate in connection with their service as Trustees.

The table below reflects Trustee compensation paid for the fiscal year ended December 31, 2025. Amounts exclude any expense reimbursements.

 

Name

Estimated Aggregate Compensation From Fund

Estimated Total Compensation From Fund Complex Paid to Trustees(1)  

Interested Trustees

Nicolas S. Laqua

$0

$0

Emily Z. Yuan

$0

$0

Independent Trustees

Brian M. Nguyen

$0

$4,500

Matthew A. Kiflu

$500

$4,500

Rachel Fong

$0

$4,500

 

(1) Compensation is based on estimated amounts for the fiscal year ending December 31, 2026. Expense reimbursements, if any, are not included.

 

 

PRINCIPAL SHAREHOLDERS, CONTROL PERSONS AND MANAGEMENT OWNERSHIP

A "principal shareholder" means any person that owns, of record or beneficially, 5% or more of the outstanding Shares of the Fund. A "control person" means any shareholder that beneficially owns, directly or through controlled entities, more than 25% of the voting securities of a company, or otherwise acknowledges the existence of control. Shareholders with more than 25% of the Fund's voting securities may be able to determine the outcome of matters presented for shareholder vote.

As of March 18, 2026, the Corgi U.S. Rare Earth & Critical Minerals ETF had 4,000 Shares outstanding, all of which were owned by Corgi Strategies, LLC. Accordingly, Corgi Strategies, LLC may be deemed a principal shareholder and control person of the Corgi U.S. Rare Earth & Critical Minerals ETF.

 

CODES OF ETHICS

The Trust and Corgi Strategies, LLC (the "Adviser") have each adopted Codes of Ethics (the "Codes") pursuant to Rule 17j-1 under the Investment Company Act of 1940 (the "1940 Act"). The Codes are intended to prevent affiliated persons of the Trust and the Adviser from engaging in fraudulent, deceptive or manipulative conduct in connection with securities held or to be acquired by the Fund (which may also be held by persons subject to the Codes).

Subject to preclearance and other restrictions, each Code permits personal securities transactions by personnel, including transactions in securities that may also be purchased or held by the Fund. The distributor (the "Distributor") expects to rely on the principal underwriter exception in Rule 17j-1(c)(3) to the extent applicable (including where the Distributor is not affiliated with the Trust or the Adviser and no officer, director or general partner of the Distributor serves in such capacity with the Trust or the Adviser).

There can be no assurance that the Codes will prevent all such conduct. Copies of the Codes may be reviewed at the SEC's website, www.sec.gov.

 

PROXY VOTING POLICIES

The Board has delegated responsibility for voting proxies for portfolio securities to the Adviser, subject to Board oversight. Proxies are to be voted in the best interests of each Fund and its shareholders and in compliance with applicable law. The Adviser has adopted proxy voting policies and guidelines (the "Proxy Voting Policies"), which the Trust has approved for use when voting proxies on behalf of the Funds.

Generally, absent a conflict of interest, the Adviser will vote for routine matters (for example, the election of directors, ratification of auditors, and conforming amendments to organizational documents), and will evaluate non-routine and contested matters case-by-case. The Proxy Voting Policies address the identification of, and response to, material conflicts of interest.

The Trust's Chief Compliance Officer monitors the effectiveness of the Proxy Voting Policies.

When available, information regarding how the Fund voted proxies during the most recent 12-month period ended June 30 will be available (1) without charge upon request by email to contact@corgifunds.com, (2) on the Fund's website at www.corgifunds.com and (3) on the SEC's website at www.sec.gov.

 

INVESTMENT ADVISER


Corgi Strategies, LLC, a Delaware limited liability company with its principal office at 425 Bush St, Suite 500, San Francisco, CA 94104, serves as investment adviser to the Funds and is responsible for overall management of the Fund's business and day-to-day portfolio management, subject to the oversight of the Board. Corgi Strategies, LLC is registered as an Adviser with the SEC under the Investment Advisers Act of 1940.

Under an investment advisory agreement between the Trust, on behalf of each Fund, and the Adviser (the "Advisory Agreement"), the Adviser provides investment advice and portfolio management and arranges for necessary operational services, including, without limitation, transfer agency, custody, fund administration and fund accounting, and other services reasonably required for Fund operations. In exchange for a single unitary advisory fee, the Adviser has agreed to pay, from the fee, substantially all ordinary operating expenses of each Fund, except for the "Excluded Expenses" described in the Prospectus. Each Fund pays the Adviser an annual unitary advisory fee, calculated daily and paid monthly, based on the Fund's average daily net assets. The Adviser currently charges 0.35% to the Fund. The fee rates for each Fund are set forth in Schedule A to the Advisory Agreement and may be amended from time to time to add or remove Funds and/or adjust a Fund's fee, in each case upon approval in the manner required by Article 8 of the Advisory Agreement.

The Advisory Agreement will continue in effect for an initial two-year term for each Fund and, thereafter, from year to year if such continuance is approved at least annually (1) by a majority of the Trustees who are not "interested persons" of the Trust or the Adviser, and (2) by either the Board or a vote of a majority of the outstanding Shares of the relevant Fund. The Advisory Agreement will terminate automatically in the event of its assignment and may be terminated by the Trust or the Adviser upon 60 days' written notice.

The Adviser and its affiliates will not be liable to the Trust or any shareholder for any error of judgment or mistake of law or for any loss suffered by the Trust or the Fund in connection with the performance of the Advisory Agreement, except for losses resulting from willful misfeasance, bad faith, gross negligence or reckless disregard of its duties.

Each Fund is new and, as of the date of this SAI, no advisory fees have been paid.

 

PORTFOLIO MANAGER

Each Fund is managed by Matthew Tuttle, a portfolio manager of the Adviser (the “Portfolio Manager”). The Portfolio Manager is not responsible for any other accounts as of the date of this SAI.

Portfolio Manager Fund Ownership. The SEC requires disclosure of the dollar range of each Portfolio Manager's beneficial ownership of Shares of each Fund as of the end of the most recently completed fiscal year, using prescribed ranges. As of the date of this SAI, the Funds had not commenced operations and no Shares were owned by the Portfolio Managers.

Portfolio Manager Compensation. Portfolio managers receive a fixed base salary and an annual discretionary bonus. Bonus determinations consider the Adviser's overall revenues and profitability, the portfolio managers' responsibilities and contributions to the investment process, teamwork, risk management and compliance. Compensation is not based on the investment performance of the Fund. Portfolio managers may also be eligible for long-term incentive awards (e.g., membership units or profit interests) that vest over 4 years.

Conflicts of Interest. Managing multiple accounts (including other registered funds and separate accounts) may create potential conflicts of interest. For example, a Portfolio Manager may have an incentive to favor an account that pays a performance-based fee or a higher advisory fee; knowledge of Fund trades could be used for the benefit of other accounts; or investment opportunities could be allocated among accounts. The Adviser has policies and procedures designed to identify and mitigate such conflicts, including trade aggregation and allocation procedures intended to provide fair and equitable treatment over time.

 

THE DISTRIBUTOR

The Trust has entered into a distribution agreement (the “Distribution Agreement”) with Paralel Distributors LLC (the “Distributor”), under which the Distributor will act as principal underwriter for the Funds and will distribute shares of the Funds (“Shares”) on a best efforts basis. Shares are offered for sale by the Distributor only in Creation Units. The Distributor will not distribute Shares in amounts smaller than a Creation Unit and does not maintain a secondary market in Shares. The principal business address of the Distributor is 1700 Broadway, Suite 2100, Denver, CO 80290.

Acting as agent for the Trust, the Distributor will review and transmit orders for the purchase and redemption of Creation Units. Any subscription or order will not be binding on the Fund until accepted by the Trust or its designee. The Distributor is, or will be, a broker-dealer registered under the Securities Exchange Act of 1934 and a member of FINRA.

The Distributor may enter into arrangements with securities dealers and other firms ("Soliciting Dealers") to solicit orders for Creation Units of Shares. Such Soliciting Dealers may also be Authorized Participants (as described in "Procedures for Purchase and Redemption of Creation Units" below) or participants in DTC.

The Distribution Agreement will remain in effect for an initial two-year term from its effective date and may continue from year to year thereafter if such continuance is approved annually (1) by the Board of Trustees (the "Board") or by a vote of a majority of the outstanding voting securities of the applicable Fund and (2) by a majority of the Independent Trustees who have no direct or indirect financial interest in the Distribution Agreement or any related agreement, cast in person or as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Distribution Agreement may be terminated without penalty by the Trust on 60 days' written notice, when authorized either by a majority vote of the outstanding voting securities of the applicable Fund or by a vote of a majority of the Board (including a majority of the Independent Trustees), or by the Distributor on 60 days' written notice, and will terminate automatically in the event of its assignment. The Distribution Agreement limits the Distributor's liability to losses resulting from the Distributor's willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations thereunder.

The Funds are newly organized. As of the date of this SAI, no underwriting commissions have been incurred and the Distributor has not retained any amounts.

Intermediary Compensation. From its own resources and not from Fund assets, the Adviser or its affiliates may make payments to broker-dealers, banks, and other financial intermediaries ("Intermediaries") in connection with activities related to the Funds, including marketing, education, and training support (for example, conferences, webinars, or printed materials). These arrangements are not financed by the Funds, are not included in the fee and expense information in the Prospectus, and do not affect the price investors pay to buy Shares or the proceeds investors receive when selling Shares. Such payments may be significant to an Intermediary and may create conflicts of interest by incentivizing the Intermediary or its financial professionals to recommend the Funds over other investments. Investors should contact their advisers or other financial professionals for more information about any such compensation. Intermediary information is current only as of the date of this SAI. Any payments made by the Adviser or its affiliates may create an incentive for an Intermediary to encourage customers to purchase Shares.

Such compensation may be provided to Intermediaries that offer services to the Fund, including marketing and educational support (for example, through conferences, webinars, or printed materials). The Adviser will periodically review whether to continue these payments. Compensation to an Intermediary may be significant, and amounts that Intermediaries pay to your adviser, broker, or other investment professional, if any, may also be significant to them. Because Intermediaries may determine which investment options to make available or recommend, and what services to provide in connection with various products, based on the payments they receive or are eligible to receive, these arrangements create conflicts of interest between the Intermediary and its clients. For instance, such financial incentives may lead an Intermediary to recommend the Fund over other investments. The same conflict of interest may arise with respect to your adviser, broker, or other investment professional if they receive similar payments from their Intermediary firm.

Distribution (Rule 12b-1) Plan. The Trust has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act (the "Plan") for each Fund. No payments under the Plan are expected to be made during the twelve (12) months from the date of this SAI. Fees under the Plan may be imposed only after approval by the Board, including a majority of the Independent Trustees.

Continuance of the Plan must be approved annually by a majority of the Trustees of the Trust and by a majority of the Trustees who are not interested persons (as defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the Plan or in any related agreements (the "Independent Trustees"). The Plan may be continued from year to year only if, at least annually, the Board, including a majority of the Independent Trustees, concludes that continuation of the Plan is likely to benefit shareholders. The Plan may be terminated at any time by a vote of the Board or by a vote of a majority of the outstanding voting securities of the applicable Fund.

The Plan requires quarterly written reports to be provided to the Board of the amounts expended under the Plan and the purposes for which such expenditures were made. The Plan may not be amended to increase materially the amount that may be spent thereunder without approval by a majority of the outstanding voting securities of the applicable Fund. All material amendments of the Plan require approval by a majority of the Trustees of the Trust and a majority of the Independent Trustees.

Under the Plan, each Fund may pay the Distributor an annual fee of up to 0.25% of the Fund's average daily net assets. The Plan is characterized as a compensation plan because any distribution and/or shareholder servicing fee will be paid to the Distributor without regard to the Distributor's actual distribution expenses or payments to other financial intermediaries. The Trust intends to administer the Plan, if implemented, in accordance with its terms and applicable FINRA rules concerning sales charges.

Subject to applicable law and regulation, payments under the Plan may be used to finance any activity that is primarily intended to result in the sale of Creation Units of the Fund or to provide, or arrange for others to provide, shareholder services and the maintenance of shareholder accounts. Such activities may include, but are not limited to: (1) delivering current Prospectuses, reports, notices, and similar materials to prospective purchasers of Creation Units; (2) advertising and other marketing or promotional services; (3) compensating others, including Authorized Participants with whom the Distributor has written agreements, for providing shareholder servicing on behalf of the Fund; (4) compensating certain Authorized Participants for assistance in distributing Creation Units, including related travel and communication expenses and the salaries and/or commissions of sales personnel; (5) payments to financial institutions and intermediaries such as banks, savings and loan associations, insurance companies, investment advisers, broker-dealers, mutual fund supermarkets, and affiliates of the Trust's service providers as compensation for services or reimbursement of expenses related to distribution assistance; (6) facilitating communications with beneficial owners of Shares, including the cost of providing, or paying others to provide, services to such beneficial owners (for example, responding to inquiries related to shareholder accounts); and (7) such other services and obligations as may be set forth in the Distribution Agreement.

 

ADMINISTRATOR

U.S. Bancorp Fund Services, LLC (d/b/a U.S. Bank Global Fund Services) (the "Administrator") serves as administrator and fund accountant to the Trust and the Funds. The Administrator is located at 777 E. Wisconsin Ave., Milwaukee, WI 53202. Under an administration agreement between the Trust and the Administrator, the Administrator provides administrative, accounting, and related services to the Trust and the Funds, which may include calculation of net asset value, preparation of financial statements and other regulatory filings, tax and financial reporting support, compliance and governance support, and coordination of service providers. Subject to Board oversight, the Administrator may provide individuals to serve as officers of the Trust.

 

As compensation for its services, the Administrator is entitled to fees as set forth in the administration agreement, as well as reimbursement of reasonable out-of-pocket expenses. The Funds are new, and the Administrator has not received any fees from the Funds as of the date of this SAI.

 

TRANSFER AGENT AND ETF ORDER MANAGEMENT

U.S. Bancorp Fund Services, LLC (d/b/a U.S. Bank Global Fund Services (the "Transfer Agent") serves as transfer agent, dividend disbursing agent, and ETF order-taking agent for the Funds. The Transfer Agent is located at 777 E. Wisconsin Ave., Milwaukee, WI 53202. The Transfer Agent maintains the records of Creation Unit holders, processes orders for the purchase and redemption of Creation Units, and performs certain other related services. The Transfer Agent is entitled to fees and reimbursement of certain out-of-pocket expenses as set forth in its agreement with the Trust. In this capacity, the Transfer Agent does not have responsibility for the management of any Fund, the determination of investment policy, or any matter relating to the distribution of Shares.

 

CUSTODIAN

Pursuant to a custody agreement, U.S. Bank National Association (the "Custodian"), located at 5065 Wooster Rd Cincinnati, Ohio 45226, serves as custodian of the Funds' assets. The Custodian holds the assets of the Funds, maintains asset records, collects income, and performs other customary custodial services. The Custodian may appoint domestic and foreign sub-custodians as permitted by applicable law. The Custodian is entitled to fees based on the Funds' assets and to reimbursement of certain out-of-pocket expenses, including settlement charges.

 

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Tait, Weller & Baker LLP serves as the independent registered public accounting firm for the Trust and the Funds.

 

PORTFOLIO HOLDINGS DISCLOSURE POLICIES AND PROCEDURES

The Board has approved written policies and procedures governing the disclosure of information about each Fund's portfolio holdings (the "Holdings Disclosure Policy"). For each Business Day on which the Fund is open for business, the Fund's full portfolio holdings are made publicly available through financial reporting and news services, including on publicly available internet websites, and/or on the Trust's website at www.corgifunds.com. In addition, the composition of the Deposit Securities applicable to purchases and redemptions of Creation Units is generally disseminated prior to the opening of trading on the Exchange (as defined in the Prospectus) through the National Securities Clearing Corporation ("NSCC").

For the avoidance of doubt, the Fund intends to make complete, daily portfolio information available, subject to applicable law and Exchange requirements.

The Holdings Disclosure Policy permits disclosure of portfolio information to the Trust's service providers and other parties that have a legitimate business need for the information to provide services to the Trust, including the administrator, custodian, transfer agent and ETF order management agent, distributor, pricing and data vendors, auditors, legal counsel, index calculation agents, and other similar providers (collectively, "Service Providers"). Any such disclosure is made under conditions of confidentiality and solely for the purpose of providing services to the Trust. No Fund, the Adviser, or any affiliate receives compensation or other consideration in connection with the disclosure of non-public portfolio holdings information, other than fees paid to Service Providers for services rendered.

The Trust's Chief Compliance Officer ("CCO") administers the Holdings Disclosure Policy, including maintaining a list of Service Providers and other parties that receive non-public holdings information and the timing of such disclosures, and reports to the Board at least annually regarding the operation of the policy and any material issues that have arisen.

Subject to the Holdings Disclosure Policy, the CCO may authorize immaterial exceptions when the CCO determines that a disclosure serves a legitimate business purpose, is in the best interests of shareholders, and is subject to appropriate confidentiality protections. Any such exceptions will be documented and reported to the Board.

 

DESCRIPTION OF SHARES

The Agreement and Declaration of Trust (the "Declaration of Trust") of Corgi ETF Trust III (the "Trust") authorizes the issuance of an unlimited number of shares of beneficial interest, no par value per share, in one or more series and classes. Each Fund is a separate series of the Trust. Each share of the Fund represents an equal proportionate interest in the assets of that Fund and is entitled to dividends and distributions, when and if declared by the Board, and to a pro rata share of the Fund's net assets upon liquidation. Shares are fully paid and non-assessable when issued, and shareholders have no preemptive or cumulative voting rights. Each Share entitles its holder to one vote. The Trustees may establish additional series or classes and may divide or combine shares into a greater or lesser number without shareholder approval, as permitted by the Declaration of Trust. All consideration received for Shares of a particular series, and all assets in which such consideration is invested, belong to that series and are subject to its liabilities.

Shares are issued only in book-entry form. The Trust does not issue share certificates. Shares are registered in the name of The Depository Trust Company ("DTC") or its nominee and are held in the account of a DTC Participant (or Indirect Participant). Beneficial ownership of Shares is reflected on the records of DTC and its participants, and transfers of ownership are effected only through those records. The Trust, the Funds, and their transfer agent do not have responsibility for the records of beneficial ownership maintained by DTC or its participants.

Shares of all series of the Trust vote together as a single class, except that (i) if a matter affects only one series, that series votes separately, and (ii) if a matter affects a series differently from other series, that series votes separately on that matter. As a Delaware statutory trust, the Trust is neither required nor intends to hold annual shareholder meetings. The Trust will hold meetings of shareholders to elect Trustees or for other purposes as required by the Investment Company Act of 1940, as amended (the "1940 Act"), or as otherwise determined by the Board. The Trust will call a meeting of shareholders to consider the removal of one or more Trustees and certain other matters upon the written request of shareholders holding at least 10% of the outstanding Shares of the Trust entitled to vote at such meeting.

Under the Declaration of Trust, the Board has the authority to liquidate a Fund without shareholder approval. While the Board has no present intention to exercise this authority, the Board may do so if a Fund fails to achieve a viable size within a reasonable period or for such other reasons as the Board determines to be in the best interests of the Fund and its shareholders.

In addition, under the Declaration of Trust and subject to applicable law (including the 1940 Act), the Trustees may, without shareholder approval (except where the 1940 Act or other applicable law requires a shareholder vote), (i) sell or liquidate all or substantially all of the assets of the Trust, a Fund or a class; (ii) merge, consolidate or combine the Trust or any Fund or class with or into another entity; (iii) reorganize the Trust or any Fund under any other form or jurisdiction; (iv) exchange or convert Shares into interests of another investment company or entity; or (v) take any other action they deem appropriate to wind up, reorganize, merge or convert the Trust, a Fund or a class. Any such transaction would be effected in accordance with applicable law, including the 1940 Act and, where applicable, Rule 17a-8 thereunder (including any required shareholder approval, as applicable).

 

The Declaration of Trust provides that any civil action or proceeding arising out of or relating to the Trust, a Fund, the Declaration of Trust or the rights of shareholders shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if that court lacks subject-matter jurisdiction, another state or federal court located in Delaware).

 

The Declaration of Trust further provides that shareholders and other persons dealing with the Trust knowingly, voluntarily and irrevocably waive the right to trial by jury in any such proceeding, to the fullest extent permitted by law. These provisions may limit a shareholder's ability to bring a claim in a judicial forum that it finds favorable or to have a jury trial, and may increase the costs associated with bringing such claims. The enforceability of such provisions may be uncertain in some circumstances, including with respect to claims arising under the federal securities laws.

 

LIMITATION OF TRUSTEES' LIABILITY

 

The Declaration of Trust provides that a Trustee is liable only for losses resulting from the Trustee's own willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the office of Trustee. A Trustee is not liable for errors in judgment or mistakes of fact or law made in good faith.

The Declaration of Trust provides for indemnification of Trustees and officers (and, upon due approval of the Trustees, other covered persons) for claims and expenses arising in connection with their service, except to the extent resulting from willful misfeasance, bad faith, gross negligence, or reckless disregard of duties.

Nothing in this section protects or indemnifies any person against liability to which they would otherwise be subject under the federal securities laws.

 

BROKERAGE TRANSACTIONS

 

The Adviser, or any subadviser it engages with Board approval, is responsible for executing portfolio transactions for the Funds and for allocating brokerage among eligible broker-dealers, subject to the supervision of the Adviser (if a subadviser is engaged) and the Board. In carrying out portfolio transactions, the Adviser or any subadviser seeks the most favorable execution for the Funds, taking into account factors such as price, applicable commissions or dealer spreads, the size and difficulty of the order, market impact, the quality of execution and settlement, and the operational capabilities of the broker-dealer. The lowest available commission is not necessarily the most favorable overall result.

 

Brokerage Transactions.  Generally, equity securities, whether listed or over the counter, are bought and sold through brokerage transactions for which commissions are payable. Purchases from underwriters will include the underwriting commission or concession, and purchases from dealers acting as market makers will include the dealer's markup or reflect a markdown. Money market and other debt securities are usually bought directly from the issuer, an underwriter, or a market maker, and the Fund generally will not pay brokerage commissions for those purchases. When the Fund affects transactions in the over the counter market, it will generally deal with primary market makers unless more favorable prices are otherwise obtainable.

The Trust's policy for purchases and sales of portfolio securities for each Fund is to seek the most favorable overall terms reasonably available. Primary consideration is given to obtaining effective execution at competitive prices; this does not require that the lowest available commission be paid in every case. A constant focus on the lowest commission could, in some circumstances, impair effective portfolio management or the quality of execution and related services.

In evaluating execution quality for a particular transaction, the Adviser may consider a range of factors, including but not limited to: price; commission or commission equivalents; spread; size and difficulty of the order; liquidity and market impact; timing and speed; likelihood of execution and settlement; access to block trading and willingness to commit capital; financial condition and operational capabilities of the broker; reliability and accuracy of communications and clearing; the use of alternative trading systems (including electronic crossing networks); and the value of research and brokerage services, if any, consistent with Section 28(e) of the Securities Exchange Act of 1934. The relative importance of these factors will vary depending on the particular transaction.

The Trust has adopted policies and procedures that prohibit considering the sale of Fund shares as a factor in selecting brokers or dealers. The Adviser owes a fiduciary duty of best execution and selects the broker or dealer it believes is most capable of providing the services necessary to obtain the most favorable execution under the circumstances.

Subject to these policies, brokers or dealers selected to execute the Fund's portfolio transactions may include Authorized Participants or their affiliates (see "Purchase and Redemption of Shares in Creation Units"). An Authorized Participant or its affiliate may be selected in connection with an all-cash creation or redemption or with orders that include cash-in-lieu, provided such selection is consistent with best execution and the Trust's policies.

Brokerage Selection. The Trust does not expect to use any single broker-dealer exclusively. When one or more brokers are believed capable of providing the best combination of price and execution, the Adviser (or any subadviser) may consider brokerage or research services provided to the Adviser in selecting among such brokers, and may pay a higher commission than might otherwise be available if it makes a good faith determination that the commission is reasonable in relation to the value of the services provided.

Brokerage and Research Services; Section 28(e). Where permitted by law, the Adviser may cause the Fund to pay a broker a commission in excess of that which another broker might have charged in recognition of brokerage and research services provided, consistent with Section 28(e). Research services may include, among other things, market data and analytics, portfolio analytics, execution management and order handling tools that are directly related to investment research, and access to company or industry information. The Adviser will not cause the Fund to pay a commission greater than is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the Adviser's overall responsibilities, in accordance with Section 28(e). The Adviser may also receive proprietary research that is bundled with execution services. The Adviser may use research services obtained for the benefit of any account it manages, and not all such services will necessarily be used in connection with the account that generated the commissions. This may create an incentive to select or recommend brokers based on the research services they provide; the Adviser monitors these arrangements and reports to the Board as part of the Trust's brokerage oversight program. The Adviser does not currently use Fund assets for, or participate in, third-party soft dollar arrangements and does not receive proprietary research from full-service brokers. The Adviser also does not increase commissions to pay up for any such proprietary research. If, in the future, the Adviser (or any subadviser) obtains brokerage or research services from broker-dealers, it would do so only in arrangements consistent with Section 28(e) of the Securities Exchange Act of 1934.

Aggregation and Allocation. When the Adviser considers purchases or sales for the Fund at or about the same time as for other accounts it manages, transactions may be aggregated to seek more favorable execution. Orders are allocated among participating accounts in a manner the Adviser believes to be fair and equitable over time. Aggregation may, in some cases, adversely affect the price or size of the position for the Fund; in other cases, it may be beneficial, for example, by enabling participation in larger transactions or by reducing commissions. From time to time, the Adviser may place a combined order for two or more accounts it manages, including the Funds, when it believes combined execution is in the best interest of each participant and will result in best price and execution. Although joint execution could adversely affect the price or volume obtained by a particular account, in the Adviser's judgment, subject to Board oversight, the advantages of combined orders generally outweigh the possible disadvantages.

Affiliated Brokerage; Principal Transactions. Each Fund may effect brokerage transactions through registered broker-dealer affiliates of the Trust or the Adviser, to the extent permitted by the Investment Company Act of 1940 (the "1940 Act"), the Exchange Act, and SEC rules, including any applicable procedures adopted by the Board (including procedures consistent with Rule 17e-1 under the 1940 Act). Commissions paid to an affiliate will not exceed amounts that are reasonable and fair compared to commissions charged by others for comparable transactions. Principal transactions with affiliates are prohibited unless permitted by rule, regulation, or exemptive relief.

Directed Brokerage. The Funds do not have any practice of directing brokerage for the promotion or sale of Fund shares. The Funds are newly organized and, as of the date of this SAI, have not paid commissions on brokerage transactions directed to brokers pursuant to any arrangement for research or brokerage services.

 

Regular Brokers or Dealers.  Each Fund is required to identify any securities of its regular broker-dealers (as defined in Rule 10b1 under the 1940 Act) or their parents held by the Fund as of the end of the most recent fiscal year. This information is not provided because the Funds had not commenced operations prior to the date of this SAI.

No brokerage commission information is provided since the Funds had not commenced operations prior to the date of this SAI.

 

PORTFOLIO TURNOVER RATE

 

The portfolio turnover rate is, in general terms, the percentage obtained by dividing the lesser of the Fund's purchases or sales of securities (excluding short-term instruments and securities received or delivered in-kind) by the average value of the Fund during the period. A rate of 100% indicates that the equivalent of the Fund's entire portfolio has been bought and sold during a year. Higher turnover may increase transaction costs and may affect the amount, timing, and character of distributions for tax purposes. To the extent the Fund realizes net short-term capital gains, distributions attributable to those gains will be treated as ordinary income for federal income tax purposes.

Each Fund is new and does not have a portfolio turnover rate to report as of the date of this SAI.

 

BOOK ENTRY ONLY SYSTEM

 

The Depository Trust Company ("DTC") acts as securities depository for the Shares. Shares are represented by securities registered in the name of DTC or its nominee, Cede & Co., and are deposited with, or on behalf of, DTC. Certificates will not be issued for Shares.

DTC is a limited-purpose trust company and a member of the Federal Reserve System, a "clearing agency" registered with the SEC, and a subsidiary of The Depository Trust & Clearing Corporation. DTC holds securities of its participants ("DTC Participants") and facilitates the clearance and settlement of securities transactions among DTC Participants through electronic book-entry changes in accounts of DTC Participants, thereby eliminating the need for physical movement of certificates. DTC Participants include broker-dealers, banks, trust companies, clearing corporations, and other organizations. Access to the DTC system is also available to others such as banks, brokers, and dealers that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly ("Indirect Participants").

Beneficial ownership of Shares is limited to DTC Participants, Indirect Participants, and persons holding interests through DTC Participants or Indirect Participants (collectively, "Beneficial Owners"). Ownership of beneficial interests in Shares is shown on, and the transfer of ownership is effected only through, records maintained by DTC (for DTC Participants) and by DTC Participants (for Indirect Participants and Beneficial Owners). The Trust recognizes DTC or its nominee as the record owner of all Shares for all purposes. Beneficial Owners are not entitled to have Shares registered in their names and will not receive physical delivery of Share certificates. Beneficial Owners must rely on the procedures of DTC and the DTC Participant or Indirect Participant through which they hold Shares to exercise rights of a holder of Shares.

Notices, statements, and other communications to Beneficial Owners will be transmitted through DTC and DTC Participants. Distributions of dividends and other amounts with respect to Shares will be made to DTC or its nominee, which will credit DTC Participants' accounts in proportion to their respective beneficial interests. Payments by DTC Participants to Indirect Participants and to Beneficial Owners will be governed by standing instructions and customary practices and are the responsibility of such DTC Participants and Indirect Participants, and not of the Trust, the Funds, or their service providers.

DTC may discontinue providing depository services with respect to Shares at any time by giving reasonable notice in accordance with its procedures and applicable law. Under such circumstances, the Trust will seek a replacement for DTC to perform its functions at a comparable cost; if a replacement is not available, the Trust may make other arrangements, which may include issuing printed certificates, as permitted by applicable law (and, if required, in a manner satisfactory to the Fund's listing exchange). The Trust, the Funds, and their service providers have no responsibility for records, notices, or payments maintained or transmitted by DTC, DTC Participants, or Indirect Participants.

 

PURCHASE AND REDEMPTION OF SHARES IN CREATION UNITS

 

The Trust issues and redeems shares of each Fund (the "Shares") only in aggregations of a specified number of Shares ("Creation Units") on a continuous basis, without a sales load but subject to applicable transaction fees. Creation and redemption orders are effected at the net asset value ("NAV") per Share next determined after an order is received in proper form and accepted on a Business Day by the Trust through its transfer agent (the "Transfer Agent") in accordance with an Authorized Participant Agreement (a "Participant Agreement"). Each Fund's NAV is calculated on each Business Day as of the scheduled close of regular trading on the primary listing exchange for the Shares (generally 4:00 p.m., Eastern Time). A "Business Day" is any day on which the Fund's primary listing exchange (the "Exchange") is open for regular trading. The Funds do not issue fractional Creation Units. Each Creation Unit consists of 10,000 Shares (or such other amount as the Trust may determine and disclose).

 

Fund Deposit.  The consideration for a purchase of a Creation Unit (the "Fund Deposit") generally consists of (i) a designated basket of securities (the "Deposit Securities") together with (ii) a cash amount (the "Cash Component"). The Cash Component equals the difference between the NAV of a Creation Unit and the aggregate value of the Deposit Securities, and may be a positive or negative amount. The Trust may permit or require the substitution of cash in lieu of some or all Deposit Securities ("Deposit Cash"). When the Fund accepts cash (in whole or in part), the Fund may incur costs associated with acquiring portfolio positions that would otherwise have been delivered in kind. These costs may include brokerage costs and may cause the Fund to recognize taxable gains or losses it might not have incurred if a transaction had been satisfied in kind, and could reduce the Fund's NAV to the extent not offset by applicable transaction fees. Such costs may be borne by the Fund, by an Authorized Participant, or otherwise as set forth in the Participant Agreement.

 

The Fund Deposit (Deposit Securities or Deposit Cash, as applicable, plus the Cash Component) represents the minimum initial and subsequent investment for a Creation Unit. Computation of the Cash Component excludes any stamp duties, transfer taxes, or other similar charges associated with the transfer of beneficial ownership of Deposit Securities, which are the responsibility of the Authorized Participant.

Daily Dissemination. On each Business Day, prior to the opening of regular trading on the Exchange (currently 9:30 a.m., Eastern Time), the names and required quantities of Deposit Securities (or the required amount of Deposit Cash, as applicable) for each Fund, together with the Cash Component, are disseminated via the National Securities Clearing Corporation ("NSCC") based on information as of the close of the prior Business Day. The composition of the Fund Deposit is subject to change and may differ from the Fund's portfolio holdings for a variety of reasons (for example, corporate actions, or operational considerations).

 

Custom Baskets.  Each Fund may accept or deliver "custom baskets" (i.e., baskets that are not a pro rata slice of the Fund's portfolio) consistent with Rule 6c-11 under the Investment Company Act of 1940, as amended (the "1940 Act"). The Adviser has adopted written policies and procedures governing the construction, acceptance, and oversight of custom baskets, which are subject to Board of Trustees (the "Board") oversight.

Eligibility to Transact; Authorized Participants. Orders for Creation Units may be placed only by entities that are (i) participants in the NSCC's Continuous Net Settlement system (each, a "Participating Party") or (ii) participants in The Depository Trust Company ("DTC") (each, a "DTC Participant") and, in each case, that have executed a Participant Agreement with respect to the relevant Fund (each such entity, an "Authorized Participant"). An Authorized Participant agrees, among other things, to pay the Cash Component, applicable creation transaction fees, and any taxes or other charges in connection with an order.

An investor transacting through a broker that is not an Authorized Participant must route orders through an Authorized Participant, and such investor may incur additional charges. At any given time, only a limited number of broker-dealers may have executed a Participant Agreement, and only a subset may support all order types or international settlement capabilities.

Placing Purchase Orders; Cut-Offs. All orders to purchase Shares directly from the Fund must be for one or more whole Creation Units and must be submitted in the manner and by the deadline specified in the Participant Agreement and/or applicable order form. Unless otherwise specified, the purchase order cut-off time is expected to be 4:00 p.m. Eastern Time and may be modified by the Fund. The date on which a purchase order (or a redemption order, as described below) is received in proper form and accepted is the "Order Placement Date." On days when the Exchange closes earlier than normal, the Funds may require that orders be placed earlier. If a market on which the Fund's portfolio investments principally trade is closed, the Fund generally will not accept orders on such day.

Delivery of the Fund Deposit; Settlement; Additional Cash Deposit. Fund Deposits must be delivered by an Authorized Participant through DTC (for equity securities), through the Federal Reserve wire system (for cash), and/or through other arrangements acceptable to the Trust or its agents. The cash portion must be received by the custodian (the "Custodian") no later than the contractual settlement date. The typical settlement cycle for each creation transaction is one Business Day after the trade date ("T+1"), unless otherwise agreed by the Fund and the Authorized Participant or as permitted by Rule 15c6-1 under the Securities Exchange Act of 1934 (the "Exchange Act").

The Funds may permit a creation order to proceed before all Deposit Securities have been received. In such cases, the Authorized Participant must deposit additional cash collateral (the "Additional Cash Deposit") by 4:00 p.m. Eastern Time on the contractual settlement date (or such other time as specified). The Additional Cash Deposit is held in a non-interest bearing account and is subject to increase or decrease until all missing Deposit Securities are received. The Trust may purchase missing Deposit Securities at any time; the Authorized Participant will be liable to the Trust for any costs of such purchases (including any difference between the actual purchase price and the value used for Fund Deposit purposes, plus related transaction costs). Any unused portion of the Additional Cash Deposit will be returned once all missing Deposit Securities have been received or purchased and deposited into the Fund. If the Fund does not receive all required components by the specified time, the order may be canceled; upon written notice to the Transfer Agent, such canceled order may be resubmitted on the next Business Day using the then-current Fund Deposit.

Deemed Receipt; Proper Form. An order is deemed received on the Business Day it is placed only if it is in proper form prior to the applicable cut-off time and federal funds in the appropriate amount are deposited with the Custodian on the contractual settlement date by 4:00 p.m. Eastern Time (or such other time as specified). If proper form or funds are not timely received, the order may be rejected and the Authorized Participant may be liable for any resulting losses.

Issuance of Creation Units. Except as otherwise provided, Creation Units will not be issued until (i) the Transfer Agent has verified receipt of the required Deposit Securities or Deposit Cash, as applicable, (ii) the Custodian has received the Cash Component and any required Additional Cash Deposit, and (iii) all other conditions to creation have been satisfied. Upon confirmation, the Trust will issue and deliver the Creation Units, typically no later than the contractual settlement date. The Authorized Participant is responsible for any losses resulting from untimely delivery of required components.

Acceptance or Rejection of Purchase Orders. The Trust reserves the right to reject any creation order, including if: (1) the order is not in proper form; (2) the Fund Deposit (including the names or quantities of Deposit Securities or the amount of Deposit Cash) does not match the information disseminated through NSCC for that date; (3) the investor(s), upon obtaining the Shares ordered, would beneficially own 80% or more of the outstanding Shares of the Fund (the Trust reserves the right to require information reasonably necessary to determine beneficial ownership for purposes of this 80% test); (4) acceptance of the Fund Deposit would, in the judgment of the Trust, be unlawful; (5) acceptance or receipt of the order would, in the opinion of counsel to the Trust, be unlawful; or (6) circumstances outside the control of the Trust, the Custodian, any sub-custodian, the Transfer Agent, and/or the Adviser make it impracticable to process orders. Illustrative examples include natural disasters; extreme weather; fires or floods; widespread utility or telecommunications outages; market-wide trading halts; or systems failures affecting the Trust, the distributor, the Custodian or any sub-custodian, the Transfer Agent, DTC, NSCC, the Federal Reserve System, or other participants. The Transfer Agent will notify a prospective creator and/or its Authorized Participant of any rejection. The Trust, the Transfer Agent, the Custodian, any sub-custodian, and the distributor have no duty to notify of defects or irregularities in any Fund Deposit and shall not be liable for failure to give such notice. The Trust will exercise any right to reject orders in a manner consistent with Rule 6c-11 and related SEC guidance, including with respect to limited suspensions and extraordinary circumstances, and in a manner designed not to impair the arbitrage mechanism.

All questions as to the composition of the Fund Deposit, the number of shares of each Deposit Security, and the validity, form, eligibility, and acceptance of any securities or cash tendered will be determined by the Trust, and the Trust's determinations will be final and binding.

Creation Transaction Fees. A fixed creation transaction fee may be imposed to offset transfer and other transaction costs associated with processing creation orders. The fixed fee is payable to the Custodian (or another service provider, as applicable) and applies to each creation order regardless of the number of Creation Units purchased in that order. The fixed fee may be changed from time to time and may be waived for certain orders if the Fund determines to waive all or part of the costs, or if another party (such as the Adviser) agrees to pay such fee.

In addition, for cash creations, partial cash creations, or non-standard orders, a variable fee payable to the Fund of up to the maximum shown below, which may be charged in addition to the fixed transaction fee, may be charged to cover the Fund's trading costs, taxes, and other expenses related to purchasing portfolio investments with cash. The Adviser may determine not to impose a variable fee when it believes doing so is in the best interests of shareholders.

 

Name of Fund

Fixed Creation Transaction Fee

Maximum Variable Transaction Fee

Corgi U.S. Rare Earth & Critical Minerals ETF XR

$300

2.00%

 

 

Investors who use the services of a broker or other intermediary may be charged a fee for such services. Investors are responsible for any costs of transferring securities to or from their accounts as part of the creation process.

Risks of Purchasing Creation Units.  Purchases of Creation Units directly from the Fund involve certain legal risks. Because Shares may be continuously offered, a "distribution" could be occurring at any time. Depending on the facts and circumstances, activities of a shareholder may cause the shareholder to be deemed a statutory underwriter under the Securities Act of 1933 (the "Securities Act") and subject to prospectus delivery and liability provisions. For example, a shareholder may be deemed a statutory underwriter if it purchases Creation Units, breaks them into Shares, and sells those Shares directly to customers, or combines the creation of new Shares with an active selling effort. Whether a person is an underwriter depends on all facts and circumstances. Dealers participating in a distribution and dealing with Shares as part of an "unsold allotment" within the meaning of Section 4(a)(3)(C) of the Securities Act may be unable to rely on the prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act.

 

Redemption.  Shares may be redeemed only in Creation Units at the NAV next determined after a redemption request in proper form is received and accepted by the Fund through the Transfer Agent on a Business Day. Except upon liquidation of the Fund, the Trust does not redeem Shares in amounts less than a Creation Unit. Investors who are not Authorized Participants must accumulate sufficient Shares in the secondary market to constitute a Creation Unit to redeem. There can be no assurance that secondary-market liquidity will always permit assembly of a Creation Unit; investors should expect to incur brokerage and other costs in connection with aggregating Shares.

Prior to the opening of regular trading on the Exchange on each Business Day, the Custodian, through NSCC, makes available the list of names and quantities of portfolio securities (the "Fund Securities") and the cash amount, if any, that will be applicable to redemption requests received that day in proper form. Fund Securities received upon redemption may differ from the Deposit Securities applicable to creations.

Redemption proceeds are paid in kind, in cash, or a combination thereof, as determined by the Trust in its discretion. For in-kind redemptions, redemption proceeds for a Creation Unit generally consist of the Fund Securities announced for that day, plus or minus a cash amount equal to the difference between the NAV of the Shares being redeemed and the value of the Fund Securities (the "Cash Redemption Amount"), less applicable fees. When the value of the Fund Securities exceeds the NAV of the Shares being redeemed, the redeeming shareholder will be required to pay the difference in cash through its Authorized Participant. The Trust may, in its discretion, substitute cash for any Fund Security.

The typical settlement cycle for each redemption transaction is T+1, unless otherwise agreed by the Fund and the Authorized Participant or as permitted by Rule 15c6-1 under the Exchange Act. In certain cases (for example, due to local market holidays or other market conditions), settlement of redemption proceeds may occur later.

Redemption Transaction Fees. A fixed redemption transaction fee may be imposed to offset transfer and other transaction costs associated with processing redemption orders. The fixed fee is payable to the Custodian (or another service provider, as applicable) and applies to each redemption order, regardless of the number of Creation Units redeemed. The fixed fee may be changed from time to time and may be waived for certain orders if the Fund determines to waive all or part of the costs, or if another party (such as the Adviser) agrees to pay such fee.

In addition, for cash redemptions, partial cash redemptions, or non-standard orders, a variable fee payable to the Fund of up to the maximum shown below, which may be charged in addition to the fixed transaction fee, may be charged to cover the Fund's trading costs, taxes, and other expenses related to selling portfolio investments to raise cash. The Adviser may determine not to impose a variable fee when it believes doing so is in the best interests of shareholders.

 

Name of Fund

Fixed Redemption Transaction Fee

Maximum Variable Transaction Fee

Corgi U.S. Rare Earth & Critical Minerals ETF XR

$300

2.00%

Investors who use the services of a broker or other intermediary may be charged a fee for such services. Investors are responsible for any costs of transferring Fund Securities from the Trust to their account or as otherwise directed.

Procedures for Redemption of Creation Units; Cut-Offs. Redemption orders must be submitted in proper form to the Transfer Agent by an Authorized Participant prior to 4:00 p.m. Eastern Time (or such other time as specified in the Participant Agreement and/or applicable order form). A redemption request is in proper form if: (i) the Authorized Participant has transferred, or caused to be transferred, the Creation Unit(s) being redeemed through DTC to the account of the Transfer Agent by the time specified; and (ii) the Transfer Agent has received an acceptable redemption request from the Authorized Participant within the time periods specified. If Shares are not received through DTC's facilities by the required time, or the request otherwise is not in proper form, the redemption request will be rejected.

Additional Redemption Procedures. A redeeming shareholder or an Authorized Participant acting on its behalf must maintain appropriate custody arrangements to receive Fund Securities. The Trust may, in its discretion, require or permit cash redemptions. In either case, the redeeming investor will receive a cash amount equal to the NAV of the Shares next determined after receipt of a redemption request in proper form, less applicable fees and charges (including any variable fee for cash redemptions). Upon request, the Trust may deliver a basket of securities that differs from the announced Fund Securities but does not differ in NAV.

Redemptions in kind are subject to applicable federal and state securities laws. The Trust reserves the right to redeem Creation Units for cash to the extent it could not lawfully deliver specific Fund Securities or could not do so without first registering such securities. An Authorized Participant or an investor for which it is acting that is subject to a legal restriction with respect to a particular Fund Security may receive an equivalent amount of cash. An Authorized Participant that is not a "qualified institutional buyer" ("QIB") as defined in Rule 144A under the Securities Act will be unable to receive Fund Securities that are restricted securities eligible for resale under Rule 144A; the Trust may require written confirmation of QIB status as a condition to delivery of such securities.

Suspension of Redemptions. The right of redemption may be suspended or the date of payment postponed: (1) for any period when the Exchange is closed (other than customary weekend and holiday closings); (2) for any period when trading on the Exchange is suspended or restricted; (3) for any period when an emergency exists that makes it not reasonably practicable to dispose of Shares or determine NAV; or (4) in such other circumstances as are permitted by the SEC. The Trust will administer any suspension in a manner consistent with Rule 6c-11 and related SEC guidance and in a manner designed not to impair the arbitrage mechanism.

 

DETERMINATION OF NET ASSET VALUE

 

NAV per Share for each Fund is computed by dividing the value of the Fund's net assets (the value of total assets minus total liabilities) by the total number of Shares outstanding, rounded to the nearest cent. Expenses and fees (including any management fees) accrue daily and are reflected in the determination of NAV.

The NAV of each Fund is calculated by the Administrator as of the scheduled close of regular trading on the Fund's primary listing exchange (generally 4:00 p.m., Eastern Time) on each day that the exchange is open for regular trading. If market closures or early closes affect particular asset classes (for example, an early close for certain fixed-income markets announced by the Securities Industry and Financial Markets Association, "SIFMA"), valuations for those holdings may reflect the earlier close on such day.

In valuing portfolio investments, each Fund generally uses market-based valuations. Prices may be obtained from one or more pricing services, directly from an exchange or trading venue, from quotations of major market makers or dealers, or, where appropriate, using amortized cost for short-term instruments. For investments that trade on an exchange, a market valuation generally refers to the last reported sale price or official closing price. Investments and other assets (and liabilities) denominated in currencies other than U.S. dollars are converted to U.S. dollars at current market rates as quoted by one or more sources on the valuation date.

When market quotations are not "readily available" or are deemed unreliable, the Fund will determine a fair value in accordance with Rule 2a-5 under the Investment Company Act of 1940. The Board has adopted valuation policies and procedures and has designated the Adviser as the Fund's valuation designee (the "Valuation Designee") pursuant to Rule 2a-5 to perform fair value determinations, subject to Board oversight. Fair value methodologies may consider, among other things, evaluated prices from pricing services, model inputs, observable market data, corporate actions, trading halts, and significant events occurring after market close. The use of fair value prices may result in values that differ from quoted or published prices and may cause the Fund's NAV to differ from the value of the Fund's portfolio holdings as otherwise valued using market quotations at a point in time.

 

DIVIDENDS AND DISTRIBUTIONS

 

The following supplements, and should be read with, the Prospectus section titled "Dividends, Distributions, and Taxes."

General policies. Each Fund intends to distribute substantially all of its net investment income, if any, at least annually, and to distribute any net realized capital gains to shareholders at least annually. The Funds may make additional distributions as necessary to meet distribution requirements under the Internal Revenue Code of 1986, as amended (the "Code"), in a manner consistent with the Investment Company Act of 1940 and to minimize federal excise taxes.

Distributions of income and capital gains, if any, are declared and paid in cash. Dividends and other distributions on Shares are made on a pro rata basis to beneficial owners of record through Depository Trust Company ("DTC") participants and indirect participants, with proceeds transmitted by the Trust to DTC for allocation to DTC participants and then to beneficial owners.

The Trust may declare special dividends or other distributions if, in its reasonable discretion, such action is necessary or advisable to maintain the Fund's status as a regulated investment company ("RIC") or to avoid Fund-level income or excise taxes on undistributed amounts. Each Fund intends to make distributions in amounts and at times intended to avoid the 4% federal excise tax described under "Federal Income Taxes" below.

Dividend reinvestment service. The Trust does not offer a DTC book-entry dividend reinvestment service. However, certain broker-dealers may offer a dividend reinvestment service for beneficial owners through DTC participants. Investors should contact their brokers to determine availability, applicable procedures, and any deadlines. If such a service is used, distributions will be reinvested in additional whole Shares at the then-current NAV, and such reinvested amounts will be taxable to the same extent as if received in cash.

 

FEDERAL INCOME TAXES

 

The following is a summary of certain U.S. federal income tax considerations generally affecting the Funds and their shareholders. It supplements the Prospectus and is not a complete discussion of all tax matters that may be relevant. This summary is based on current provisions of the Code, Treasury regulations, judicial decisions, and administrative rulings and guidance, all of which are subject to change (possibly with retroactive effect). Investors should consult their own tax advisers about federal, state, local, and foreign tax consequences to them in light of their particular circumstances.

Taxation of the Funds. Each Fund intends to elect and qualify each year for treatment as a RIC under the Code. If the Fund qualifies as a RIC and distributes its income and gains in a timely manner to shareholders, the Fund generally will not be subject to U.S. federal income tax on the income and gains it distributes. To qualify as a RIC, among other requirements, the Fund must (1) distribute in each taxable year at least 90% of its "investment company taxable income" and 90% of its net tax-exempt income, if any (the "Distribution Requirement"); (2) derive at least 90% of its gross income each taxable year from certain qualifying sources such as dividends, interest, gains from the sale or other disposition of stock, securities, or foreign currencies, or income derived with respect to its business of investing in such stock, securities, or currencies (the "Qualifying Income Requirement"); and (3) satisfy certain asset diversification tests at the end of each quarter (the "Diversification Requirement").

To the extent the Fund invests in instruments that may generate income that is not qualifying income, the Fund intends to monitor and limit such investments so that its non-qualifying income does not exceed 10% of gross income. If the Fund were to fail the Qualifying Income Requirement or the Diversification Requirement, relief provisions may be available in limited circumstances if the failure is due to reasonable cause and not willful neglect and the Fund pays a penalty tax and/or takes corrective action. If relief were not available and the Fund failed to qualify for RIC treatment for a taxable year, the Fund would be subject to tax at the Fund level on all of its taxable income at corporate rates, and distributions from earnings and profits (including distributions of net capital gain) would be taxable to shareholders as ordinary income. The Fund could be required to recognize and distribute earnings and profits as a condition to requalifying as a RIC in a subsequent year.

The Fund may elect to treat part or all of certain "late-year losses" as incurred in the following taxable year for purposes of determining its taxable income and distributions. Net capital losses (capital losses in excess of capital gains) generally may be carried forward indefinitely by a RIC to offset future capital gains, subject to limitations. The carryover of losses may be limited following certain ownership changes.

Each Fund may be subject to a 4% nondeductible federal excise tax on certain undistributed amounts if it does not distribute during each calendar year at least (i) 98% of its ordinary income for the calendar year and (ii) 98.2% of its capital gain net income for the one-year period ending on October 31 (or, if the Fund makes an election, for its fiscal year), plus any shortfalls from the prior year. The Funds intend to make distributions in amounts and at times intended to minimize excise tax, but there can be no assurance that all such liability will be eliminated.

If the Fund retains net capital gain, it may designate the retained amount as "undistributed capital gains" in a notice to shareholders. In that case, shareholders would (i) be required to include their share of such undistributed amount in income as long-term capital gain, (ii) be entitled to a credit for their share of the tax paid by the Fund on such undistributed amount, and (iii) increase their tax basis in Shares by the excess of the amount included in income over the tax deemed paid.

Taxation of shareholders - distributions. Distributions of the Fund's "investment company taxable income" (computed without regard to the dividends-paid deduction) are taxable to shareholders as ordinary income, whether paid in cash or reinvested. Distributions of the Fund's net capital gain (net long-term capital gains in excess of net short-term capital losses) are taxable as long-term capital gains, regardless of how long a shareholder has held Shares. A portion of ordinary income dividends paid to non-corporate shareholders may be eligible to be taxed at the reduced rates applicable to "qualified dividend income" if certain holding period and other requirements are met by both the Fund and the shareholder. To the extent properly reported, certain dividends received by corporate shareholders may be eligible for the dividends-received deduction, subject to holding period and other limitations.

Distributions are generally taxable when paid; however, any dividend declared in October, November, or December with a record date in such month and paid in January is treated for U.S. federal income tax purposes as received on December 31 of the year declared. Distributions may also be subject to state and local taxes.

If the Fund's distributions exceed its current and accumulated earnings and profits, all or a portion of such excess will be treated as a return of capital to shareholders, reducing each shareholder's tax basis in Shares (and, after such basis is reduced to zero, resulting in capital gain).

Taxation of shareholders - sale or exchange of Shares. A sale or other taxable disposition of Shares generally will result in a capital gain or loss equal to the difference between the amount realized and the shareholder's adjusted tax basis in the Shares. The gain or loss will be long-term if the Shares were held for more than one year, and short-term otherwise. Any loss realized on a disposition of Shares held for six months or less will be treated as long-term capital loss to the extent of any amounts treated as long-term capital gain that were distributed (or deemed distributed) with respect to such Shares. Losses may be disallowed under the "wash sale" rules if substantially identical Shares are acquired within 30 days before or after the disposition. Shareholders should consult their brokers regarding available cost-basis reporting methods and elections.

Creations and redemptions by Authorized Participants. An Authorized Participant that exchanges securities for Creation Units generally will recognize gain or loss equal to the difference between the market value of the Creation Units at the time and the sum of the Authorized Participant's aggregate basis in the securities surrendered plus the cash paid, if any. An Authorized Participant that redeems Creation Units generally will recognize gain or loss equal to the difference between the Authorized Participant's basis in the Creation Units and the sum of the aggregate market value of any securities received plus the cash received, if any. The Internal Revenue Service may take the position that a loss realized upon an exchange of securities for Creation Units may be disallowed under the wash sale rules (for an exchanger that does not mark-to-market) or on the basis that there has been no significant change in economic position. If, after a creation, a purchaser (or group) would own 80% or more of the Fund's outstanding Shares and Section 351 of the Code otherwise would apply, the Fund may reject the order and may require beneficial ownership information reasonably necessary to evaluate the application of Section 351. If the Fund nonetheless issues Creation Units in such circumstances, the Authorized Participant may not recognize gain or loss on the exchange. Authorized Participants should consult their own tax advisers.

Taxation of Fund investments. Certain investments (including, without limitation, foreign currency contracts, and transactions subject to the "straddle," "constructive sale," or "mark-to-market" rules) may be subject to complex provisions of the Code that, among other things, could affect the character of gains and losses realized by the Fund, accelerate the recognition of income to the Fund, defer losses, or affect whether income is qualifying income for RIC purposes. These rules may also require the Fund to recognize income or gains without a corresponding receipt of cash, potentially requiring the Fund to sell securities to meet the Distribution Requirement. Each Fund intends to monitor transactions, make appropriate elections, and maintain books and records as required to mitigate adverse tax consequences and preserve RIC status.

Backup withholding and reporting. The Fund may be required to withhold federal income tax ("backup withholding") from dividends, capital gain distributions, and redemption proceeds payable to shareholders who fail to provide a correct taxpayer identification number, who are subject to backup withholding due to under-reporting, who fail to certify that they are not subject to backup withholding, or who fail to certify their U.S. status. Backup withholding is not an additional tax and amounts withheld may be credited against a shareholder's federal income tax liability.

Net investment income tax. Certain individuals, trusts, and estates are subject to a 3.8% tax on their "net investment income," (the "NII tax") which generally includes distributions from the Fund and net gains from the sale or other disposition of Shares.

Non-U.S. shareholders. Distributions to non-U.S. shareholders generally will be subject to U.S. withholding tax at the rate of 30% (or a lower applicable treaty rate) to the extent derived from ordinary income. Subject to certain requirements, the Fund may report a portion of its distributions as "interest-related dividends" or "short-term capital gain dividends," which generally are exempt from such withholding for non-U.S. shareholders; special rules and exceptions apply, including for individuals present in the United States for 183 days or more during the year. Gains realized by non-U.S. shareholders on the sale of Shares generally are not subject to U.S. federal income tax, subject to certain exceptions. Non-U.S. shareholders may be subject to backup withholding if they fail to provide required certifications.

FATCA. Under the Foreign Account Tax Compliance Act ("FATCA"), the Fund may be required to withhold 30% on ordinary income distributions paid to certain foreign financial institutions and non-financial foreign entities that fail to satisfy documentation, reporting, or other requirements. FATCA may also affect the Fund's returns on certain investments. Investors should consult their tax advisers regarding FATCA.

Tax-exempt shareholders. Tax-exempt investors (including retirement plans and IRAs) are generally exempt from federal income tax on Fund distributions and gains, except to the extent that such amounts constitute unrelated business taxable income ("UBTI"). In certain circumstances, investments by the Fund (for example, in residual interests of real estate mortgage investment conduits or certain real estate investment trusts) could generate UBTI to tax-exempt shareholders. Tax-exempt investors should consult their tax advisers.

Certain reporting. Shareholders may be required to file IRS Form 8886 if they recognize a loss on a disposition of Shares that exceeds applicable thresholds. Significant penalties may apply for failure to comply with reporting requirements. The fact that a loss is reportable does not affect whether the treatment of the loss is proper.

The tax information provided here is only a summary of certain considerations. Prospective investors should consult their own tax advisers regarding the U.S. federal, state, local, and foreign tax consequences of an investment in the Funds.

 

 

FINANCIAL STATEMENTS

The following audited Statement of Assets and Liabilities for the Corgi U.S. Rare Earth & Critical Minerals ETF as of March 18, 2026, together with the related notes and the report of the Fund's independent registered public accounting firm, is included herein. You may request a copy of the Trust's Annual Certified Shareholder Report at no charge by email to contact@corgifunds.com or by visiting the Trust's website at www.corgifunds.com.

 

Corgi ETF Trust III

 

Corgi U.S. Rare Earth & Critical Minerals ETF

 

Statement of Assets and Liabilities

 

March 18, 2026

 

 

 

 

ASSETS

 

Cash

$100,000

Total Assets

100,000

 

 

LIABILITIES

NET ASSETS

$100,000

 

 

Composition of Net Assets:

 

Paid in Capital

$100,000

 

 

Net Assets

$100,000

 

 

Fund shares issued and outstanding
(par value $0.00 per share; unlimited number of shares authorized)

4,000

Net asset value, offering
price and redemption
price per share

$25.00

 

 

See accompanying Notes to Financial Statement

 

Corgi ETF Trust III

Corgi U.S. Rare Earth & Critical Minerals ETF

NOTES TO FINANCIAL STATEMENT

March 18, 2026

 

1. Organization

 

The Corgi U.S. Rare Earth & Critical Minerals ETF (the “Fund”) is a non-diversified series of Corgi ETF Trust III (the “Trust”). The Trust was organized as a Delaware statutory trust on November 12, 2025 and is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

 

Costs incurred by the Fund in connection with the organization, registration and the initial public offering of shares were paid by Corgi Strategies, LLC (“Corgi” or the “Adviser”), the Fund’s Investment Adviser. The Trust and the Fund do not have an obligation to reimburse Corgi for organization and offering costs paid on their behalf.

 

The Fund's investment objective is capital appreciation.

 

The Trust has no operations as of March 18, 2026, other than matters relating to its registration and initial sale of 4,000 shares of the Fund to Corgi, which represented the initial capital of $100,000 at $25.00 per share.

 

2. Summary of Significant Accounting Policies

 

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies. The Fund prepares its financial statement in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and follows the significant accounting policies described below.

 

(a)

Use of Estimates

 

The preparation of the financial statement in conformity with U.S. 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 statement and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

 

(b ) Cash

 

Cash at March 18, 2026 is on deposit at U.S. Bank, N.A. in a non-interest bearing account.

 

 

(c ) Tax Information

 

The Fund intends to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). To qualify and remain eligible for the special tax treatment accorded to RICs, the Fund must meet certain annual income and quarterly asset diversification requirements and must distribute annually at least 90% of the sum of (i) its investment company taxable income (which includes dividends, interest and net short-term capital gains) and (ii) certain net tax-exempt income, if any. If so qualified, the Fund will not be subject to Federal income tax.

 

The Fund intends to declare and make distributions of investment company taxable income after payment of the Fund’s operating expenses and net capital gains annually. Distributions from net realized gains for book purposes may include short-term capital gains, which are included as ordinary income for tax purposes. Therefore, no provision for federal income tax should be required.

 

(d) Indemnification

 

In the normal course of business, the Fund expects to enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Fund’s maximum exposure under these anticipated arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Adviser expects the risk of loss to be remote.

 

3. Investment Advisory and Other Agreements

 

(a)

Investment Advisory Agreement

 

The Trust has entered into an Investment Advisory Agreement (the “Advisory Agreement”) with the Adviser. Under the Advisory Agreement, the Adviser provides a continuous investment program for the Fund’s assets in accordance with its investment objectives, policies and limitations, and oversees the day-to-day operations of the Fund subject to the supervision of the Board, including the Trustees who are not “interested persons” of the Trust as defined in the 1940 Act.

 

Pursuant to the Advisory Agreement between the Trust, on behalf of the Fund, and Corgi, the Fund pays a unitary management fee to the Adviser, which is calculated daily and paid monthly, at an annual rate of 0.35% based on the Fund’s average daily net assets.

 

The Adviser agrees to pay all expenses incurred by the Fund except for the fee paid to the Adviser pursuant to the Advisory Agreement, interest charges on any borrowings (including net interest expenses incurred in connection with an investment in reverse repurchase agreements or futures contracts), dividends and other expenses on securities sold short, taxes (of any kind or nature, including, but not limited to, income, excise, transfer and withholding taxes), brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments (including any net account or similar fees charged by futures commission merchants) or in connection with creation and redemption transactions (including without limitation any fees, charges, taxes, levies or expenses related to the purchase or sale of an amount of any currency, or the patriation or repatriation of any security or other asset, related to the execution of portfolio transactions or any creation or redemption transactions), acquired fund fees and expenses, accrued deferred tax liability, fees and expenses payable related to the provision of securities lending services, legal fees or expenses in connection with any arbitration, litigation or pending or threatened arbitration or litigation, including any settlements in connection therewith, extraordinary expenses, and distribution fees and expenses paid by the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act.

 

(b) Distribution Agreement and 12b-1 Plan

 

Paralel Distributors LLC (the “Distributor”) serves as the Fund’s distributor pursuant to an ETF Distribution Agreement. The Distributor receives compensation from the Adviser for certain statutory underwriting services it provides to the Fund. The Distributor enters into agreements with certain broker-dealers and others that will allow those parties to be “Authorized Participants” and to subscribe for and redeem shares of the Fund. The Distributor will not distribute shares in less than whole Creation Units and does not maintain a secondary market in shares.

 

The Board has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act (“Rule 12b-1 Plan”). In accordance with the Rule 12b-1 Plan, the Fund is authorized to pay an amount up to 0.25% of the Fund’s average daily net assets each year for certain distribution-related activities. As authorized by the Board, no Rule 12b-1 fees are currently paid by the Fund and there are no plans to impose these fees. However, in the event Rule 12b-1 fees are charged in the future, they will be paid out of the Fund’s assets. The Adviser and its affiliates may, out of their own resources, pay amounts to third parties for distribution or marketing services on behalf of the Fund.

 

 

( c )Administrator, Custodian and Transfer Agent

 

U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services” or “Administrator”) serves as administrator, transfer agent and fund accounting agent of the Fund pursuant to a Fund Servicing Agreement. U.S. Bank N.A. (the “Custodian”), an affiliate of Fund Services, serves as the Fund’s custodian pursuant to a Custody Agreement. Under the terms of the Advisory Agreement, the Adviser pays the Fund’s administrative, custody and transfer agency fees.

 

At March 18, 2026, certain Officers and a Trustee of the Trust were also officers or employees of the Adviser.

 

4. Creation and Redemption Transactions

 

Shares of the Fund will be listed and traded on the Cboe BZX Exchange, Inc. (the “Exchange”). The Fund issues and redeems shares on a continuous basis at net asset value per share (“NAV”) only in large blocks of shares called “Creation Units.” Creation Units are to be issued and redeemed principally in kind for a basket of securities and a balancing cash amount. Shares generally will trade in the secondary market in amounts less than a Creation Unit at market prices that change throughout the day. Market prices for the shares may be different from their NAV. The NAV is determined as of the close of trading (generally, 4:00 p.m. Eastern Time) on each day the Exchange is open for trading. The NAV of the shares of the Fund will be equal to the Fund’s total assets minus the Fund’s total liabilities divided by the total number of shares outstanding. The NAV that is published will be rounded to the nearest cent; however, for purposes of determining the price of Creation Units, the NAV will be calculated to four decimal places.

 

 Creation Unit Transaction Fee

 

Authorized Participants will be required to pay to the Custodian a fixed transaction fee (the “Creation Unit Transaction Fee”) in connection with the issuance or redemption of Creation Units. The standard Creation Unit Transaction Fee will be the same regardless of the number of Creation Units purchased or redeemed by an investor on the applicable business day. The Creation Unit Transaction Fee charged by the Fund for each creation order is $300.

 

The fixed creation unit transaction fee may be waived on certain orders if the Fund’s custodian has determined to waive some or all of the Creation Order Costs associated with the order or another party, such as the Adviser, has agreed to pay such fee.

 

An additional variable fee of up to a maximum of 2% of the value of the Creation Units subject to the transaction may be imposed for (i) creations effected outside the Clearing Process and (ii) creations made in an all cash amount (to offset the Trust’s brokerage and other transaction costs associated with using cash to purchase or redeem the requisite Deposit Securities). Investors are responsible for the costs of transferring the securities constituting the Deposit Securities to the account of the Trust. The Fund may determine to not charge a variable fee on certain orders when the Adviser has determined that doing so is in the best interests of Fund shareholders.

 

Only “Authorized Participants” may purchase or redeem shares directly from the Fund. An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors will not qualify as Authorized Participants or have the resources to buy and sell whole Creation Units. Therefore, they will be unable to purchase or redeem the shares directly from the Fund. Rather, most retail investors will purchase shares in the secondary market with the assistance of a broker and will be subject to customary brokerage commissions or fees. Securities received or delivered in connection with in-kind creates and redeems are valued as of the close of business on the effective date of the creation or redemption.

 

5. Principal Risks

 

As with all ETFs, shareholders of the Fund are subject to the risk that their investment could lose money. The Fund is subject to the principal risks, any of which may adversely affect a Fund’s NAV, trading price, yield, total return and ability to meet its investment objective.

 

A complete description of the principal risks is included in the Fund’s prospectus under the heading “Principal Investment Risks.”

 

6. Beneficial Ownership

 

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund, under Section 2(a)(9) of the Investment Company Act of 1940. As of the date of this financial statement, the sole shareholder of the Fund owned 100% of the outstanding shares.

 

7. Subsequent Events

 

Management has evaluated subsequent events through April 8, 2026, the date the financial statement was issued. Based on this evaluation, no adjustments or disclosures to the financial statement were required.

 

 

  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To Management of Corgi ETF Trust III

 

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of the Corgi U.S. Rare Earth & Critical Minerals  ETF, a series of the Corgi ETF Trust III, (the “Fund”) as of March 18, 2026, and the related notes (collectively referred to as the “financial statements”).  In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of March 18, 2026, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

These financial statements are the responsibility of the management of the Fund. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.  We have served as the Fund’s auditor since 2026.

 

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.  The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting.  Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.  We believe that our audit provide a reasonable basis for our opinion.

 

                                                        TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania

April 8, 2026

 

 

CORGI ETF TRUST III

PART C: OTHER INFORMATION

Item 28. Exhibits

Exhibit No.

Description of Exhibit

(a)(i)

Certificate of Trust of Corgi ETF Trust III (the "Trust" or the "Registrant"). Incorporated by reference to the Registrants Form N-1A filed January 20 2026(File Nos. 333-291482; 811-24157), Accession No. 0002100194-26-000004, Exhibit (a)(i) .

(a)(ii)

Agreement and Declaration of Trust. Incorporated by reference to the Registrant's Pre-Effective Amendment to Form N-1A filed April 10, 2026 (File Nos. 333-292805; 811-24157), Accession No. 0002100194-26-000008, Exhibit (a)(ii)

(b)

By-Laws. Incorporated by reference to the Registrants Form N-1A filed January 20 2026 (File Nos. 333-292805; 811-24157), Accession No. 0002100194-26-000004, Exhibit (b) .

(c)

Instruments Defining Rights of Security Holders - See relevant portions of Declaration of Trust and By-Laws.

(d)(i)

Investment Advisory Agreement between the Registrant and Corgi Strategies, LLC Incorporated by reference to the Registrants Form N-1A filed January 20 2026 (File Nos. 333-292805; 811-24157), Accession No. 0002100194-26-000004, Exhibit (d)(i)

(d)(ii)

Amendment No. 1 to the Investment Advisory Agreement, dated April 6, 2026, between the Registrant and Corgi Strategies, LLC. Incorporated by reference to the Registrant's Pre-Effective Amendment to Form N-1A filed April 10, 2026 (File Nos. 333-292805; 811-24157), Accession No. 0002100194-26-000008, Exhibit (d)(ii)

(d)(iii)

Investment Sub-Advisory Agreement between Corgi Strategies, LLC and Tuttle Capital Management, LLC. Incorporated by reference to the Registrant's Pre-Effective Amendment to Form N-1A filed April 10, 2026 (File Nos. 333-292805; 811-24157), Accession No. 0002100194-26-000008, Exhibit (d)(iii)

(e)(i)

Distribution Agreement between the Trust and Paralel Distributors LLC. Incorporated by reference to the Registrant's Pre-Effective Amendment to Form N-1A filed April 10, 2026 (File Nos. 333-292805; 811-24157), Accession No. 0002100194-26-000008, Exhibit (e)(i)

(e)(ii)

Form of Authorized Participant Agreement. Incorporated by reference to the Registrant's Pre-Effective Amendment to Form N-1A filed April 10, 2026 (File Nos. 333-292805; 811-24157), Accession No. 0002100194-26-000008, Exhibit (e)(ii)

(f)

Not applicable

(g)

Custodian Agreement between the Trust and U.S. Bank National Association. Incorporated by reference to the Registrant's Pre-Effective Amendment to Form N-1A filed April 10, 2026 (File Nos. 333-292805; 811-24157), Accession No. 0002100194-26-000008, Exhibit (g)

(h)(i)

Fund Administration, Fund Accounting and Transfer Agent Services Agreement between the Registrant and U.S. Bank Global Fund Services. Incorporated by reference to the Registrant's Pre-Effective Amendment to Form N-1A filed April 10, 2026 (File Nos. 333-292805; 811-24157), Accession No. 0002100194-26-000008, Exhibit (h)(i)

(h)(ii)

Not separately filed. The services described in Item 28(h)(2) are provided under the agreement filed as Exhibit (h)(1).

(h)(iii)

Not separately filed. The services described in Item 28(h)(2) are provided under the agreement filed as Exhibit (h)(1).

(i)

Opinion and Consent of Counsel to be filed by subsequent amendment.

(j)

Consent of Independent Registered Public Accounting Firm (relating to the report on the audited Statement of Assets and Liabilities of the Corgi U.S. Rare Earth & Critical Minerals ETF as of March 18, 2026). Filed herewith.

(k)

Not applicable.

(l)

Form of Subscription Agreement. Incorporated by reference to the Registrants Form N-1A filed January 20 2026 (File Nos. 333-292805; 811-24157), Accession No. 0002100194-26-000004, Exhibit (l).

(m)

Rule 12b-1 Plan. Incorporated by reference to the Registrants Form N-1A filed January 20 2026 (File Nos. 333-292805; 811-24157), Accession No. 0002100194-26-000004, Exhibit (m).

(n)

Not applicable.

(o)

Reserved.

(p)(i)

Joint Code of Ethics for the Registrant and Corgi Strategies, LLC. Incorporated by reference to the Registrants Form N-1A filed January 20 2026 (File Nos. 333-292805; 811-24157), Accession No. 0002100194-26-000004, Exhibit (p)(i).

(p)(ii)

Code of Ethics for Sub-Adviser. Incorporated by reference to the Registrant's Pre-Effective Amendment to Form N-1A filed April 10, 2026 (File Nos. 333-292805; 811-24157), Accession No. 0002100194-26-000008, Exhibit (p)(ii)

(q)

Powers of Attorney. Incorporated by reference to the Registrants Form N-1A filed January 20 2026 (File Nos. 333-292805; 811-24157), Accession No. 0002100194-26-000004, Exhibit (q).

 

 

 

Item 29. Persons Controlled by or Under Common Control with Registrant

No person is directly or indirectly controlled by or under common control with the Registrant.

 

Item 30. Indemnification

Reference is made to Article IX of the Registrant's Agreement and Declaration of Trust. In general, that provision authorizes indemnification of Trustees, officers, employees, and agents of the Trust for liabilities and expenses arising in connection with their service to the Trust, subject to the limitations set forth therein and under applicable law.

Pursuant to Rule 484 under the Securities Act of 1933, as amended (the "Securities Act"), the Registrant furnishes the following undertaking: "Insofar as indemnification for liability arising under the Securities Act may be permitted to Trustees, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities is made (other than reimbursement by the Registrant of expenses incurred or paid by a Trustee, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such Trustee, officer, or controlling person in connection with the securities being registered, the Registrant will, unless its counsel determines that the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification is against public policy as expressed in the Securities Act, and the Registrant will be bound by the court's final adjudication of the issue."

 

Item 31. Business and Other Connections of Investment Adviser

 

Corgi Strategies, LLC  - SEC File No. 801-134212
This item incorporates by reference the Uniform Application for Investment Adviser Registration (Form ADV) of Corgi Strategies, LLC, which is on file with the Securities and Exchange Commission. The Form ADV is available at www.adviserinfo.sec.gov.

Tuttle Capital Management, LLC (Sub-Adviser) - SEC File No. 801-76982

 

Information regarding the business and other connections of the sub-adviser is set forth in its Form ADV on file with the SEC and incorporated by reference. The Form ADV is available at www.adviserinfo.sec.gov.

The other business activities of the officers and managing members of the adviser and sub-adviser are described in their respective Forms ADV, including Schedules A and D, which are incorporated by reference.

 

Item 32. Principal Underwriter

The principal underwriter for the Funds (the "Distributor") will be Paralel Distributors LLC. 

(a) Cullen Funds (6 series); Collaborative Investment Series Trust (7 series); Elevation Series Trust (37 Series); PFS Funds (5 series); Azzad Funds Trust (2 Series); Reaves Utility Income Fund (ATM Offering); Coller Secondaries Private Equity Opportunities Fund; Coller Private Credit Secondaries Fund; HarbourVest Private Investments Fund; Octagon XAI CLO Income Fund, XAI Octagon Floating Rate & Alternative Income Trust (ATM Offering), Shelton Equity Premium Income ETF, The Pre-IPO and Growth Fund, Wisdom Short Duration Income Fund & Wisdom Short Term Government Fund.


(b) None.
(c) None.

 

Item 33. Location of Accounts and Records

The books and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 are maintained at the following locations:

 

Records Relating to:

Are located at:

Registrant's Fund Administrator, Fund Accountant
and Transfer Agent

U.S. Bancorp Fund Services, LLC (d/b/a U.S. Bank Global Fund Services)

777 E. Wisconsin Ave.

Milwaukee, WI 53202

 

Registrant's Custodian

U.S. Bank National Association
Lunken Operations Center
CN-OH-L2GL
5065 Wooster Rd
Cincinnati, OH 45226

Registrant's Principal Underwriter

Paralel Distributors LLC

1700 Broadway, Suite 2100

Denver, CO 80290

 

Registrant's Investment Adviser

Corgi Strategies, LLC
425 Bush St, Suite 500
San Francisco, CA 94104

Registrant's Sub-Adviser

Tuttle Capital Management, LLC
155 Lockwood Road
Riverside, CT 06878

 

 

Item 34. Management Services

Not applicable.

 

Item 35. Undertakings

Not applicable.

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Registration Statement on Form N-1A to be signed on its behalf by the undersigned, duly authorized, in San Francisco, California, on June 16, 2026

Corgi ETF Trust III
/s/ Emily Z. Yuan 
President and Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on June 16, 2026.

Signature

Title

/s/ Emily Z. Yuan
Emily Z. Yuan

President and Principal Executive Officer; Trustee

/s/ Nicolas S. Laqua
Nicolas S. Laqua

Trustee; Chair; Principal Financial Officer; Principal Accounting Officer (Treasurer)

/s/ Brian M. Nguyen
Brian M. Nguyen

Lead Independent Trustee

/s/ Matthew A. Kiflu
Matthew A. Kiflu

Trustee

/s/ Rachel Fong
Rachel Fong

Trustee

 

 

 


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM