Tidal Trust III PRE 14A, filed Nov 8, 2023

Tidal Trust III (ACKY)

PRE 14A 2023-11-08 For: 2023-11-08

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☑		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12


☑	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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	(2)	Aggregate number of securities to which transaction applies:



	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):



	(4)	Proposed maximum aggregate value of transaction:



	(5)	Total fee paid:



☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



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•	Proposal 1: Approval of Investment Advisory Agreement – NAACP Fund Fund Only
	o	Introduction	12
	o	Required Vote	12
	o	Description of Material Terms of the Tidal Advisory Agreement	12
	o	Why is Tidal Seeking to Increase the Fee Rate of the NAACP Fund?
	o	What will happen if NAACP Fund Fund shareholders do not approve the Tidal Advisory Agreement?	14
	o	What are the proposed fees under the Tidal Advisory Agreement? How do they differ from the Current Agreement?	13
	o	Information about the Proposed Adviser	14
	o	Portfolio Manager Information	14
	o	Board Considerations in Approving the Tidal Advisory Agreement	14
•	Proposal 2: Approval of ISC Sub-Advisory Amendment – NAACP Fund Only
	o	Introduction	15
	o	Required Vote	15
	o	Description of Material Terms of the ISC Sub-Advisory Amendment	15
	o	Information about Impact Shares Corp	15
	o	Fund Sponsorship Arrangement	16
	o	Board Considerations in Approving the ISC Sub-Advisory Amendment	16
•	Proposal 3: Election of Trustees – All Funds
	o	Background
	o	Voting
	o	Required Vote
	o	Information Regarding the Nominees and the Trust’s Other Trustees and Officers
	o	Individual Trustee Qualifications
	o	Equity Ownership of Trustees
	o	Board Structure and Responsibilities
	o	Compensation of Trustees
	o	Communication with Trustees
•	Additional Information
	o	Record Date/Shareholders Entitled to Vote	17
	o	Voting and Other Matters	17
	o	Method and Cost of Proxy Solicitation	17
	o	Payment of Proxy Expenses	17
	o	Quorum Required	17
	o	Beneficial Ownership of Shares	17
	o	Submission of Shareholder Proposals	18
	o	Other Matters to Come Before the Meeting	18
	o	Other Service Providers	18
	o	Independent Registered Public Accounting Firm	18
	o	Householding	19
	o	Annual Report to Shareholders	19
•	Appendix A: Board Considerations		21
•	Appendix B: Form of Tidal Investment Advisory Agreement		25
•	Appendix C: First Amendment to Amended and Restated Investment Advisory Agreement		35

•	Appendix D: Outstanding Shares		46
•	Appendix E: Beneficial Owner of 5% or More of the Fund		47


Current Agreement*		New Advisory Agreement
0.49%		0.49%


Fund Name		Advisory Fee
Impact Shares NAACP Minority Empowerment ETF		0.49%


Fund Name	Sub- Advisory Fee	Effective Date	Trading Authority	Proxy Voting Authority

Impact Shares NAACP Minority Empowerment ETF	1bps.	[ ]	[ ] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary	[ ] Full [ ] Advisory [ ] None


		[insert signature]
		Ethan Powell
		President