Correspondence 0001839882-24-038272 from Tidal Trust III (CIK 0001722388)
Tidal Trust III (CIK 0001722388)
Date: Nov. 7, 2024 · CIK: 0001722388 · Accession: 0001839882-24-038272
AI Filing Summary & Sentiment
File numbers found in text: 333-221764, 811-23312
Letter
VIA EDGAR TRANSMISSION Division of Investment Management Washington, DC 20549 Re: Tidal Trust III (the “Trust”) Post-Effective Amendment No. 53 to the Trust’s Registration Statement on Form N-1A (the “Amendment”) File Nos. 333-221764 and 811-23312
Dear Ms. Marquigny:
This correspondence is being provided to make revisions to previously provided responses to comments the Trust received from the staff of the U.S. Securities and Exchange Commission (the “Staff” or the “Commission”) with respect to the Amendment and the Trust’s proposed two new series, the FIRE Funds™ Wealth Builder ETF and FIRE Funds™ Income Target ETF (each, a “Fund,” and together, the “Funds”). The Trust previously filed comment response letters on October 11, 2024, October 24, 2024 and earlier today in response to comments given by the Staff.
The letters filed on October 11, 2024, and earlier today included each Fund’s fee table. Since drafting today’s letter, we have learned that one of the target ETFs has adjusted its expense ratio, which has affected the estimated acquired fund fees and expenses for each Fund. Consequently, updated and final fee tables are included in Exhibit A, attached to this letter.
If you have any questions or require further information, please contact Michael Pellegrino at (262) 318-8442 or mpellegrino@tidalfg.com.
Sincerely,
/s/
Michael Pellegrino
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CORRESP
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filename1.htm
Tidal
Trust III
234
West Florida Street, Suite 203
Milwaukee,
Wisconsin 53204
November
7, 2024
VIA
EDGAR TRANSMISSION
Ms.
Rebecca Marquigny
U.S.
Securities and Exchange Commission
Division
of Investment Management
100
F Street NE
Washington,
DC 20549
Re: Tidal
Trust III (the “Trust”)
Post-Effective
Amendment No. 53 to the Trust’s Registration Statement on Form N-1A (the “Amendment”)
File
Nos. 333-221764 and 811-23312
Dear
Ms. Marquigny:
This
correspondence is being provided to make revisions to previously provided responses to comments the Trust received from the staff of
the U.S. Securities and Exchange Commission (the “Staff” or the “Commission”) with respect to the Amendment and
the Trust’s proposed two new series, the FIRE Funds™ Wealth Builder ETF and FIRE Funds™ Income Target ETF (each, a
“Fund,” and together, the “Funds”). The Trust previously filed comment response letters on October 11, 2024,
October 24, 2024 and earlier today in response to comments given by the Staff.
The
letters filed on October 11, 2024, and earlier today included each Fund’s fee table. Since drafting today’s letter, we have
learned that one of the target ETFs has adjusted its expense ratio, which has affected the estimated acquired fund fees and expenses
for each Fund. Consequently, updated and final fee tables are included in Exhibit A, attached to this letter.
If
you have any questions or require further information, please contact Michael Pellegrino at (262) 318-8442 or mpellegrino@tidalfg.com.
Sincerely,
/s/
Michael Pellegrino
Michael
Pellegrino
General
Counsel
Tidal
Investments LLC
Exhibit
A
FIRE
Funds™ Wealth Builder ETF - FUND SUMMARY
Investment
Objective
The
Fund’s primary investment objective is to seek long-term capital appreciation.
Fees
and Expenses of the Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You may
pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example
below.
Annual
Fund Operating Expenses(1) (expenses that you pay each year as a percentage of the value of your investment)
Management Fee
0.19%
Distribution and Service
(12b-1) Fees
None
Acquired Fund Fees and
Expenses(2)(3)
0.48%
Other
Expenses(2)
0.00%
Total Annual Fund Operating
Expenses
0.67%
Less:
Fee Waiver(4)
(0.19)%
Total Annual Fund Operating
Expenses After Fee Waiver(4)
0.48%
(1)
The Fund’s investment
adviser, Tidal Investments LLC (the “Adviser”), will pay, or require a sub-adviser to pay, all of the Fund’s expenses,
except for the following: advisory and sub-advisory fees, interest charges on any borrowings made for investment purposes, dividends
and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase
and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution
fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of
1940, as amended (the “1940 Act”), and litigation expenses, and other non-routine or extraordinary expenses.
(2)
Based on estimated amounts
for the current fiscal year.
(3)
“Acquired Fund Fees
and Expenses” are indirect fees and expenses that the Fund incurs from investing in the shares of other investment companies.
(4)
The Adviser has contractually
agreed to reduce its unitary management fee to 0.00% of the Fund’s average daily net assets through at least February 28, 2026.
This agreement may be terminated only by, or with the consent of, the Board of Trustees (the “Board”) of Tidal Trust
III (the “Trust”), on behalf of the Fund, upon sixty (60) days’ written notice to the Adviser. This agreement may
not be terminated by the Adviser without the consent of the Board. The fee waiver is not subject to recoupment.
This
Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The Example assumes
that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your Shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The
management fee waiver discussed above is reflected only through February 28, 2026. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
1
Year
3
Years
$49
$189
FIRE
Funds™ Income Target ETF - FUND SUMMARY
Investment
Objective
The
Fund’s primary investment objective is to seek current income.
Fees
and Expenses of the Fund
This
table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You may
pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example
below.
Annual
Fund Operating Expenses(1) (expenses that you pay each year as a percentage of the value of your investment)
Management Fee
0.19%
Distribution and Service
(12b-1) Fees
None
Acquired Fund Fees and
Expenses(2)(3)
0.70%
Other
Expenses(2)
0.00%
Total Annual Fund Operating
Expenses
0.89%
Less:
Fee Waiver(4)
(0.19)%
Total Annual Fund Operating
Expenses After Fee Waiver(4)
0.70%
(1)
The Fund’s investment
adviser, Tidal Investments LLC (the “Adviser”), will pay, or require a sub-adviser to pay, all of the Fund’s expenses,
except for the following: advisory and sub-advisory fees, interest charges on any borrowings made for investment purposes, dividends
and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase
and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution
fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of
1940, as amended (the “1940 Act”), litigation expenses, and other non-routine or extraordinary expenses.
(2)
Based on estimated amounts
for the current fiscal year.
(3)
“Acquired Fund Fees
and Expenses” are indirect fees and expenses that the Fund incurs from investing in the shares of other investment companies.
(4)
The Adviser has contractually
agreed to reduce its unitary management fee to 0.00% of the Fund’s average daily net assets through at least February 28, 2026.
This agreement may be terminated only by, or with the consent of, the Board of Trustees (the “Board”) of Tidal Trust
III (the “Trust”), on behalf of the Fund, upon sixty (60) days’ written notice to the Adviser. This agreement may
not be terminated by the Adviser without the consent of the Board. The fee waiver is not subject to recoupment.
This
Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The Example assumes
that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your Shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The
management fee waiver discussed above is reflected only through February 28, 2026. The Example does not take into account brokerage commissions
that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
1
Year
3
Years
$72
$258