AS FILED WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION ON October 24, 2025
1933 Act Registration File No.: 333-289838
1940 Act File No.: 811-24117
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
[X] |
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Pre-Effective Amendment No. 1 |
[X] |
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Post-Effective Amendment No. ___ |
[ ] |
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and/or |
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[X] |
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Amendment No. 1 |
[X] |
(Exact Name of Registrant as Specified in Charter)
473 Pine St, Floor 5
San Francisco, CA 94104
(Address of Principal Executive Offices, Zip Code)
Registrant's Telephone Number, including Area Code: (301) 693-2267
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
473 Pine St, Floor 5
San Francisco, CA 94104
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)
[X] on November 10, 2025 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.
SUBJECT TO COMPLETION
Dated October 24, 2025
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.
Ticker: FDRS
Founder-Led ETF
listed on The Nasdaq Stock Market, LLC
October 24, 2025
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.
Investment Objective
The Founder-Led ETF (the "Fund") seeks to track the performance,
before fees and expenses, of the Founder-Led Index (the "Index").
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.
Annual Fund Operating Expenses(1) (expenses that you pay each year as a percentage of the value of your investment)
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Unitary Management Fee |
0.49% |
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Distribution and/or Service (12b-1) Fees |
0.00% |
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Other Expenses(2) |
0.00% |
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Total Annual Fund Operating Expenses |
0.49% |
(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; 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"); litigation expenses; 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. Brokerage commissions you may pay when buying or selling Shares are
not included. Your actual expenses may differ; based on these assumptions, your
costs would be as shown.
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1 Year |
3 Years |
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$50 |
$157 |
The Fund also incurs transaction and financing costs associated with
derivatives and with the purchase and sale of portfolio instruments. These
costs are not reflected in the table or the Example above.
Portfolio Turnover
When the Fund buys and sells securities and derivatives, 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 Fund is an exchange-traded fund ("ETF") that uses a "passive
management" (or indexing) approach to track the performance, before fees
and expenses, of the Founder-Led Index (the "Index"). The Index
tracks the performance of the top 50 founder-led publicly traded U.S.
companies, defined as companies where at least one original founder currently
serves in a C-suite or equivalent key executive role (e.g., CEO, Executive
Chair, President, CTO, CFO). The Index is owned and maintained by Corgi
Strategies, LLC (the "Index Owner"), which is responsible for the
selection criteria, constituent determination, and weighting methodology.
Solactive AG (the "Index Calculator") calculates and disseminates the
Index on behalf of Corgi Strategies, LLC.
I. Eligible Universe
The Index's eligible universe includes common equity securities of U.S.-listed
companies with primary listings only (excluding American Depositary Receipts
and over-the-counter securities).
II. Constituent Selection
From the eligible universe, companies are screened to identify founder-led
issuers, meaning companies where at least one original founder currently serves
in a C-suite or equivalent key executive role (e.g., CEO, Executive Chair,
President, CTO, CFO). Among these founder-led issuers, the Index selects 50
companies using free float adjusted market capitalization and liquidity
criteria.
III. Weighting
Constituents are weighted by free float adjusted market value, subject to a
maximum of 10% per issuer as of each Rebalance Day. If the Index becomes
concentrated in a particular sector or industry, the Fund is expected to mirror
that concentration.
IV. Rebalancing
The Index is reconstituted and rebalanced quarterly after the close on the
third Friday of March, June, September, and December, with changes effective on
the next trading day (each, a "Rebalance Day"). The 10% single issuer
cap is applied at each Rebalance Day.
Between scheduled rebalances, if any constituent's closing weight rises above
20%, that name is reset to 10% and the excess weight is spread across the
remaining constituents on a pro rata basis. This drift control can result in
interim adjustments outside of the regular quarterly schedule. These interim
adjustments may trigger additional transaction costs in the Fund during
replication/sampling (see "Index Rebalancing Risk").
The Fund seeks to achieve its investment objective by
obtaining exposure to the Index primarily through (i) direct holdings of some
or all of the equity securities included in the Index and/or (ii) the use of
financial instruments (such as swap contracts) that provide economic exposure
to one or more Index constituents. The Fund may also hold cash and short-term
U.S. government securities (and/or other cash equivalents) for liquidity,
collateral, and portfolio management purposes.
Under normal market conditions, the Fund will invest at least 80% of its net
assets, plus any borrowings for investment purposes, in founder-led company
equities included in the Index and/or in financial instruments that
collectively provide exposure to founder-led companies represented in the
Index.
The Fund may use a replication approach or, when full replication is not
practical, a representative sampling approach. In either case, the Fund seeks
aggregate characteristics (including risk and return) that are consistent with
its objective.
If the Index concentrates in a particular industry or group of industries, the
Fund will concentrate its investments to approximately the same extent. The
Fund is classified as non-diversified under the Investment Company Act of 1940.
Principal Risks of Investing in the Fund
The principal risks are presented in alphabetical order to make comparison
easier across funds. 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.
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.
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.
Concentration in Founder-Led Companies Risk. Because the Index focuses
on companies led by one or more original founders, the Fund's holdings may
reflect governance practices, strategic choices, and corporate cultures that
differ from peers. This thematic focus narrows the investable universe and may
cause performance to differ, positively or negatively, from broader equity
markets.
Control and Dual-Class Share Structures Risk. Some founder-led issuers
employ control mechanisms (e.g., dual-class voting) that concentrate voting
power. Such structures can entrench management, reduce responsiveness to public
shareholders, or amplify the market impact of founder-specific decisions or
controversies.
Index Calculation & Methodology Risk. Mistakes in index data,
calculations, or application of the methodology can occur and may not be
promptly remedied, which can affect the Fund. Errors, delays, or methodology
misapplications (such as in classifying founder-led status, share counts,
corporate actions, or float adjustments) may cause unintended
inclusions/exclusions or inaccurate weights until corrected. Under the Index
Calculation Agreement, Solactive does not serve as the index
"administrator" and is engaged solely to calculate, maintain, and
disseminate Index Levels in line with the methodology provided by the Index Owner;
in cases not covered or not clearly regulated by the methodology, the Index
Owner and Solactive consult to agree on treatment, and Solactive may, if
guidance is not timely available, implement adjustments in its commercially
reasonable judgment.
Index Ownership and Conflicts of Interest Risk. The Adviser (or an
affiliate) owns the Index intellectual property and licenses it to the Fund.
Although the Adviser does not receive index-licensing revenue from the Fund,
conflicts could arise in index rule design, constituent determinations, or
timing of rebalances. The Trust maintains information-barrier policies and
Board oversight; however, such measures may not fully eliminate perceived or
actual conflicts.
Large-Capitalization Companies Risk. Large-cap issuers can be slower to
adapt to competitive or technological shifts and, in some environments, may
underperform smaller companies that are more nimble.
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 efficient index tracking.
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.
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.
Passive Strategy Risk. The Fund seeks to track the Index and does not
take temporary defensive positions. Performance may deviate from broad market
returns or active strategies; the Fund will not attempt to mitigate declines in
the Index.
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 Index/portfolio experiences
disruptions.
Rebalance and Intra-Quarter Drift Adjustment Risk. The Index applies a
10% single-stock cap at each scheduled quarterly rebalance and may implement
out-of-cycle adjustments if a constituent's weight exceeds a 20% drift
threshold (resetting to 10% and redistributing the excess pro rata). These
actions can increase turnover, transaction costs, and taxable gains, and may
contribute to tracking difference.
Sector/Industry Focus Risk. Founder-led issuers may cluster in
particular sectors or industries. If the Index becomes concentrated in any
sector(s), the Fund will reflect that concentration and may be more sensitive
to sector-specific developments than a more diversified approach.
Succession and Key-Person Exposure Risk. The departure, reduced role, or
loss of influence of a company's founder or other key executive may adversely
affect the issuer's prospects and, in some cases, its continued eligibility for
the Index, potentially leading to removals at reconstitution and additional
turnover.
Swap Agreements and Other Derivatives Risk. To the extent the Fund uses
derivatives (e.g., total return swaps) to obtain exposure or for portfolio
management, it is subject to counterparty, liquidity, valuation, leverage, and
correlation risks. Derivatives can be more volatile than direct holdings and
may increase exposure to certain market risks.
Tracking Difference and Tracking Error Risk. The Fund's results may
differ from those of the Index for various reasons. The Fund bears operating
expenses and portfolio transaction costs that the Index does not. The Fund may
not be fully invested in Index constituents at all times, may hold securities
not included in the Index, and may experience timing differences, cash
holdings, corporate actions, tax considerations, or fair-value pricing that
contribute to tracking difference.
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 returns over time and will compare the
Fund's results with those of the Index and 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.founderledfunds.com.
Management
Investment Adviser: Corgi Strategies, LLC serves as investment adviser to the
Fund.
Portfolio Managers: The individual primarily responsible for the day-to-day
management of the Fund is Nicolas S. Laqua, Portfolio Manager for the Adviser;
who has been a portfolio manager of the Fund since 2025.
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 and/or cash; the Fund may, in its discretion, permit or require
all-cash creations or redemptions.
Individual Shares are listed for trading on The Nasdaq Stock Market, LLC (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.founderledfunds.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 through a financial intermediary (e.g., a broker-dealer
or bank), the Adviser or its affiliates may, from their own resources,
compensate the intermediary for activities related to the distribution,
marketing, promotion, or sale of Shares, or for shareholder and educational
support. These payments may create a conflict of interest by incentivizing the
intermediary or its personnel to recommend the Fund over other investments.
Such payments are not made by the Fund and do not increase the expenses paid by
the Fund. Ask your salesperson or visit your intermediary's website for more
information.
Investment Objective
The Founder-Led ETF (the "Fund") seeks to track the performance,
before fees and expenses, of the Founder-Led Index (the "Index").
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 I (the "Trust") upon 60 days'
prior written notice to shareholders.
Principal Investment Strategies
The Fund's policy to invest, under normal market conditions, at least 80% of
its net assets (plus any borrowings for investment purposes) in equity
securities of founder-led companies and/or in financial instruments that
provide economic exposure to founder-led companies is non-fundamental and may
be changed by the Board upon 60 days' prior written notice to shareholders. For
purposes of the Fund's 80% policy, the Fund will measure assets including the
notional value of derivatives (adjusted as required) consistent with Rule
35d-1.
The Index
The Index is owned by Corgi Strategies, LLC and licensed for use by the Fund.
The Adviser does not receive index-licensing revenue from the Fund. Because the
Adviser (or an affiliate) owns the Index IP, this "self-indexing"
arrangement presents potential conflicts of interest; the Trust maintains
information-barrier policies and procedures, and the Board provides oversight
of index-related processes.
Solactive AG ("Index Calculator") acts as the calculation agent and
index-maintenance and dissemination service provider (via a dissemination
agent) for the Index. Solactive does not act as the Index
"administrator".
In summary, the Index screens U.S.-listed companies to identify founder-led
issuers and selects the top 50 qualifying names by free-float market
capitalization, subject to liquidity criteria. Constituents are weighted by
free-float market capitalization, applying a 10% single-issuer cap on each
Rebalance Day. Between Rebalance Days, if any constituent's closing weight
exceeds 20%, it is reset to 10% and the excess weight is redistributed pro rata
across the remaining constituents, subject to the methodology's constraints.
Rebalancing Schedule
The Index is reconstituted and rebalanced quarterly after the close on the
third Friday of March, June, September, and December, with changes effective on
the next trading day (each, a "Rebalance Day").
Manager of Managers Structure
The Fund employs [ ] 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 in alphabetical order to make it easier to
locate specific risks and to compare them with those of other funds. 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.
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.
ETF Risks.
General Market Risk. Global economies and financial
markets are increasingly interconnected, which raises the likelihood that
events or conditions in one country or region will adversely affect markets or
issuers elsewhere. Securities held by the Fund may underperform the broader
markets, a particular market segment, or other asset classes due to factors
that can include inflation (or expectations of inflation), interest-rate
changes, shifts in global demand for products or resources, natural disasters
or other major events, public-health emergencies, terrorism, regulatory
developments, and governmental controls.
Market Capitalization Risk. Securities of large-capitalization companies
may be relatively mature compared to smaller firms and therefore may exhibit
slower growth during economic expansions. Large-capitalization companies may
also be less agile in responding to new competitive challenges, including
technological change and evolving consumer preferences.
Market Events Risk. Financial markets can be volatile, and security
prices can move substantially based on business cycles, interest-rate shifts,
inflation or deflation views, perceived credit risk, and prevailing market
liquidity, among other influences. In addition, the value of the Fund's investments
may be negatively affected by the occurrence of global events. Global shocks,
such as wars, terrorism, environmental or natural disasters, political
instability, and epidemics or pandemics, as well as sanctions and trade
restrictions (including those tied to recent conflicts in Eastern Europe and
the Middle East) have increased market volatility and could continue to do so,
affecting regional and global economies and certain securities.
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 efficient
index tracking.
Non-Diversification Risk. Because the Fund is
"non-diversified," it may invest a greater percentage of its assets
in the securities of a single issuer or a smaller number of issuers than if it
were diversified. Consequently, weakness in one issuer or in a small group of
issuers can have a proportionately larger impact on the Fund's value.
Operational Risk. The Fund is exposed to operational risks arising from
people, processes, systems, and third parties. These risks include human
mistakes; trade, settlement, or communication errors; failures or delays by
service providers, counterparties, or other vendors; and breakdowns or outages
in processes, technology, or other infrastructure. The Fund relies on external
firms (e.g., custodian, transfer agent, administrator, pricing and data
providers) for key functions, and difficulties engaging or retaining such
providers, or disruptions in their services, could impair the Fund's operations
and hinder achievement of its investment objective. The Fund and the Adviser
maintain controls and procedures intended to manage operational risk, but no
control environment can eliminate it entirely.
Passive Investment Risk. The Fund is not actively managed and does not
attempt to outperform its Index or take defensive positions in declining
markets. As a result, the Fund's performance may be adversely affected by a
general decline in the market segments relating to its Index. Because the Fund
seeks to track its Index, its returns may lag other strategies or asset
classes. Different categories of securities lead or lag at different times,
sometimes for multi-year stretches, and the Fund will not take defensive
positions to avoid such cycles.
Sector and Industry Risk. If the Fund invests more heavily in particular
sectors or industries, its results will be especially sensitive to events that
significantly affect those areas. To the extent the Index becomes concentrated
in one or more sectors or industries, the Fund will have similar exposure and
could be negatively affected by adverse developments impacting those sectors or
industries.
Third Party Data Risk. The Index relies on
information from third-party data vendors (e.g., prices, shares outstanding,
free float, sector classifications, and corporate actions) and on calculations
performed by an independent index calculator, Solactive AG (the "Index Calculator").
The Adviser (or an affiliate), as owner of the Index intellectual property,
determines constituents and weights pursuant to the Index rules, including
assessments of founder-led status based on public and other sources. Errors, delays,
or misapplications by any party - data vendors, the Index Calculator, or the
Adviser (or affiliate) - may result in unintended inclusions/exclusions,
inaccurate weights, or delayed implementation of changes. Until corrected, such
issues may cause the Fund to deviate from intended exposures and from the
Index's published values. Solactive, as calculation agent, may use third-party
data to calculate and maintain the Index, and certain data providers impose
licensing and disclosure requirements. If required licenses are not in place or
are revoked, or if a third-party data provider materially restricts use or
significantly increases fees, Index calculation or dissemination may be
interrupted or terminated on short notice.
Tracking Error Risk. The Fund's results may differ from the Index
because the Fund bears fees and trading costs the Index does not; at times the
Fund may hold cash or positions not in the Index, or may not be fully invested
in Index constituents.
Third-Party Data & Publication Risk. The Index (and therefore the
Fund) depends on third-party data and calculations. Neither the Fund's
investment adviser nor the Index Calculator guarantees uninterrupted or timely
index production or publication. The calculation and dissemination of Index
values can be delayed or interrupted if the calculation agent, data vendors, or
a relevant stock exchange experiences a malfunction or outage. Index values may
be delayed by technology outages or other operational issues. If index
publication is interrupted due to data or systems issues, trading in Shares
could be disrupted or halted. Prolonged interruptions could lead to trading
halts in Shares, which may have an adverse impact on the Fund and its
shareholders.
PORTFOLIO HOLDINGS INFORMATION
The Fund's complete portfolio holdings will be made available on the Fund's
website at www.founderledfunds.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 473 Pine St, Floor 5,
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 October 24, 2025, has no
prior 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 I
(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 0.49% 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; distribution fees and expenses under any Rule 12b-1 plan;
litigation and 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.
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, 2025, on Form N-CSR.
Portfolio Managers
The individual primarily responsible for the day-to-day management of the Fund
is Nicolas S. Laqua, Portfolio Manager, who has served in this role since 2025.
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 The Nasdaq Stock
Market, LLC (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 for cash, to increase portfolio transaction costs, tracking
difference, and realized capital gains, and has approved policies to mitigate
these effects, including fair-value pricing and the imposition of transaction
fees on Creation Unit purchases and redemptions 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 the Nasdaq
Stock Market LLC (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.founderledfunds.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.
Index Owner Disclaimer. Corgi Strategies, LLC ("Corgi") owns
and licenses the Founder-Led Index (the "Index") to the Fund. Solely
in its capacity as licensor of the Index (and not in its capacity as the Fund's
investment adviser), Corgi does not sponsor, endorse, sell or promote the Fund
and makes no representation regarding the advisability of investing in the
Fund. Corgi does not guarantee the accuracy or completeness of the Index and is
not liable for any errors or omissions in the Index, or for any results
obtained from its use, except to the extent such liability cannot be limited
under U.S. federal securities laws.
Solactive Disclaimer. Solactive AG ("Index Calculator") is the
calculation agent of the Founder-Led Index (the "Index"). The
financial instrument that is referencing the Index is not sponsored, endorsed,
promoted, sold or supported by Solactive in any way and Solactive makes no
express or implied representation, guarantee or assurance with regard to: (a)
the advisability in investing in the financial instruments; (b) the quality,
accuracy and/or completeness of the Index; and/or (c) the results obtained or
to be obtained by any person or entity from the use of the Index. Solactive
does not guarantee the accuracy and/or the completeness of the Index and shall
not have any liability for any errors or omissions with respect thereto.
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 brought under the federal securities laws.
The Declaration of Trust provides that shareholder actions against the Fund
must be filed exclusively in state or federal courts located in Delaware. This
forum provision does not apply to claims under the federal securities laws.
Limiting actions to courts in Delaware may impose economic hardship on
shareholders (e.g., travel costs, the need to retain local counsel) and may
limit access to a forum some shareholders would otherwise prefer, which could
discourage such actions.
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.
Adviser
Corgi Strategies, LLC
473 Pine St, Floor 5
San Francisco, CA 94104
Distributor
Paralel Distributors LLC
1700 Broadway, Suite 2100
Denver, CO 80290
Independent Registered Public Accounting Firm
TAIT, WELLER & BAKER LLP
50 S. 16th St
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
October 24, 2025, 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:
Founder-Led ETF, c/o 473 Pine St, Floor 5, San Francisco, CA 94104 or by
calling 301-693-2267.
Shareholder reports and other information about the Fund are also available:
(SEC Investment Company Act File No. 811-24117)
SUBJECT TO COMPLETION
Dated October 24, 2025
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.
Ticker: FDRX
Founder-Led 2x Daily ETF
listed on The Nasdaq Stock Market, LLC
October 24, 2025
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.
Investment
Objective
The Founder-Led 2x Daily ETF (the "Fund") seeks daily investment
results, before fees and expenses, that correspond to two times (2x) the daily
performance of the Founder-Led Index (the "Index"). The Fund does not
aim to achieve 2x of the Index for any period other than a single day, measured
from one NAV calculation to the next.
Important information about the Fund. On a day when the Index rises, the
Fund is designed to gain roughly twice as much as the Index. On a day when the
Index falls, the Fund is designed to lose roughly twice as much as the Index.
Because the Fund resets its exposure each trading day, performance over periods
longer than one day will reflect the effects of compounding and may differ,
sometimes significantly, from 2x the Index return for the same period. The
degree of difference will depend on factors that include:
- the magnitude of day to day Index moves,
- the volatility and path of Index returns, and
- how long shares are held.
In general, higher volatility and frequent directional reversals in the Index
tend to reduce the Fund's return relative to 2x of the Index over time, while
strong, steadier trends may result in returns that are closer to, or
occasionally greater than, 2x for the same period. The Fund expects to use
derivatives, such as swaps and futures, and other instruments to obtain its
leveraged exposure. The Fund may be suitable only for investors who understand
the consequences of daily leverage and who intend to actively monitor and manage
their investment.
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.
Annual Fund Operating Expenses(1) (expenses that you pay each year as a percentage of the value of your investment)
|
Unitary Management Fee |
1.08% |
|
Distribution and/or Service (12b-1) Fees |
0.00% |
|
Other Expenses(2) |
0.00% |
|
Total Annual Fund Operating Expenses |
1.08% |
(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; 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"); litigation expenses; 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. Brokerage commissions you may pay when buying or selling Shares are
not included. Your actual expenses may differ; based on these assumptions, your
costs would be as shown.
|
1 Year |
3 Years |
|
$110 |
$343 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells
securities (or "turns over" its portfolio). A higher portfolio
turnover rate generally leads to higher trading costs and, in taxable accounts,
may increase taxable distributions. These costs are not included in the total
annual fund operating expenses or in the Example and reduce performance.
Because the Fund is newly organized, portfolio turnover information is not yet
available.
Principal Investment Strategies
The Fund is an exchange traded fund that seeks, for a single day, investment
results, before fees and expenses, that correspond to 2x the daily performance
of the Founder-Led Index (the "Index"). The Fund follows a passive
approach designed to deliver a multiple of the Index's daily move rather than
to outperform the Index.
To pursue its 2x Daily Objective, the Fund expects to obtain most of its
exposure through derivatives, including total return swaps on the Index and on
baskets of Index constituents, and may also use exchange-traded equity index
futures and other equity-linked instruments. From time to time, and when
operationally efficient, the Fund may hold some Index constituents directly.
In connection with its derivative positions, the Fund will maintain cash and
cash equivalents, such as U.S. Treasury bills and repurchase agreements, for
collateral, liquidity, and portfolio management.
Under normal circumstances, the Fund will invest at least 80% of its net assets,
plus any borrowings for investment purposes, in securities of founder-led
companies included in the Index and/or in financial instruments (for example,
swaps and futures) that, in the aggregate, provide leveraged exposure to such
companies.
The Index measures the performance of U.S. publicly traded, founder-led
companies. The Index is owned and administered by Corgi Strategies, LLC (the
"Index Owner"), which sets the eligibility rules, selection process,
and weighting framework. Solactive AG (the "Index Calculator") serves
as calculation agent and publishes Index values on behalf of the Index Owner.
Additional details about the Index appear below under "The Index".
I. Eligible Universe
The Index's eligible universe includes common equity securities of U.S.-listed
companies with primary listings only (excluding American Depositary Receipts
and over-the-counter securities).
II. Constituent Selection
From the eligible universe, companies are screened to identify founder-led
issuers, meaning companies where at least one original founder currently serves
in a C-suite or equivalent key executive role (e.g., CEO, Executive Chair,
President, CTO, CFO). Among these founder-led issuers, the Index selects 50
companies using free float adjusted market capitalization and liquidity
criteria.
III. Weighting
Constituents are weighted by free float adjusted market value, subject to a
maximum of 10% per issuer as of each Rebalance Day. If the Index becomes
concentrated in a particular sector or industry, the Fund is expected to mirror
that concentration.
IV. Rebalancing
The Index is reconstituted and rebalanced quarterly after the close on the
third Friday of March, June, September, and December, with changes effective on
the next trading day (each, a "Rebalance Day"). The 10% single issuer
cap is applied at each Rebalance Day.
Between scheduled rebalances, if any constituent's closing weight rises above
20%, that name is reset to 10% and the excess weight is spread across the
remaining constituents on a pro rata basis. This drift control can result in
interim adjustments outside of the regular quarterly schedule. These interim
adjustments may trigger additional transaction costs in the Fund during
replication/sampling (see "Index Rebalancing Risk").
The Fund seeks to deliver 2x the Index's daily return,
before fees and expenses, by maintaining leveraged exposure that is reset each
trading day. As the Index and the Fund's net assets change during the day, the
portfolio is adjusted, typically around the time the Fund calculates its NAV,
to bring exposure back toward 2x of net assets for the next trading day.
Under normal circumstances, the Fund will be investing at least 80% of its net
assets, plus any borrowings for investment purposes, in equity securities of
founder-led companies and/or financial instruments (such as swaps) that provide
indirect exposure to founder-led companies.
The Fund generally uses a replication approach, seeking to hold (directly or
indirectly) each Index component in approximately the same weight as in the
Index. When full replication is impracticable or inefficient (for example, due
to liquidity, transaction costs, trading restrictions, or other
considerations), the Fund may instead employ representative sampling by
investing in a subset of securities and/or instruments with aggregate
characteristics (including risk and return) similar to those of the Index as a
whole.
To the extent the Index concentrates in a particular industry or group of
industries, the Fund will concentrate its investments to approximately the same
extent.
The Fund is classified as non-diversified under the Investment Company Act of
1940.
Principal Risks of Investing in the Fund
The principal risks are presented in alphabetical order to make comparison
easier across funds. 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.
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.
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.
Concentration in Founder-Led Companies Risk. Because the Index focuses
on companies led by one or more original founders, the Fund's holdings may
reflect governance practices, strategic choices, and corporate cultures that
differ from peers. This thematic focus narrows the investable universe and may
cause performance to differ, positively or negatively, from broader equity
markets.
Control and Dual-Class Share Structures Risk. Some founder-led issuers
employ control mechanisms (e.g., dual-class voting) that concentrate voting
power. Such structures can entrench management, reduce responsiveness to public
shareholders, or amplify the market impact of founder-specific decisions or
controversies.
Correlation Risk. The Fund seeks approximately 2x the daily performance
of the Index but may not achieve perfect leveraged correlation. Fees and
expenses, transaction and financing costs, the use of derivatives, market
disruptions, corporate actions, sampling, and limitations on rebalancing can
all cause performance to deviate from the 2x Daily Objective.
Counterparty Risk. The Fund expects to use swap agreements and other
over-the-counter instruments with financial institutions. The Fund could lose
money if a counterparty fails to perform its obligations. In stressed markets,
a counterparty may have contractual rights to terminate or substantially amend
transactions, which could impair the Fund's ability to maintain targeted
exposure.
Index Calculation & Methodology Risk. Mistakes in index data,
calculations, or application of the methodology can occur and may not be
promptly remedied, which can affect the Fund. Errors, delays, or methodology
misapplications (such as in classifying founder-led status, share counts, corporate
actions, or float adjustments) may cause unintended inclusions/exclusions or
inaccurate weights until corrected. Under the Index Calculation Agreement,
Solactive does not serve as the index "administrator" and is engaged
solely to calculate, maintain, and disseminate Index Levels in line with the
methodology provided by the Index Owner; in cases not covered or not clearly
regulated by the methodology, the Index Owner and Solactive consult to agree on
treatment, and Solactive may, if guidance is not timely available, implement
adjustments in its commercially reasonable judgment.
Early Close/Late Close/Trading Halt Risk. An exchange or market may
close early, close late, or halt trading in specific securities or instruments.
In such cases, the Fund may be unable to rebalance, may be unable to accurately
price its holdings, and could incur substantial trading costs or losses.
Equity Securities 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.
Exchange Listing and Trading Risk. Although Shares are expected to be
listed on The Nasdaq Stock Market, LLC (the "Exchange"), there is no
assurance of active or liquid trading. Market volatility, trading halts,
systems outages, or limited market-making activity may impair the ability to
transact in Shares at or near NAV.
Geopolitical and Macro Events Risk. Changes in interest and inflation
rates, economic slowdowns, supply-chain disruptions, public-health events,
natural disasters, armed conflict, sanctions, and other policy actions can increase
volatility and negatively affect the Fund's investments and secondary-market
trading.
Holding Period and Compounding Risk. The Fund seeks 2x the Index's
return for a single day, measured from one NAV calculation to the next. Over
periods longer than one day, the effects of daily compounding, the path of
Index returns, and Index volatility will likely cause the Fund's performance to
differ, sometimes significantly, from 2x the Index return for the same period.
During volatile or frequently reversing markets, returns may be lower than 2x
the Index return for the period, and you could lose money even if the Index is
flat or rises over the holding period.
Index Ownership and Conflicts of Interest Risk. The Adviser (or an
affiliate) owns the Index intellectual property and licenses it to the Fund.
Although the Adviser does not receive index-licensing revenue from the Fund,
conflicts could arise in index rule design, constituent determinations, or
timing of rebalances. The Trust maintains information-barrier policies and
Board oversight; however, such measures may not fully eliminate perceived or
actual conflicts.
Index Performance Risk. The Index may underperform other asset classes
or other equity indices. The Index's methodology and founder-led focus may
cause it to lag broader or differently constructed benchmarks over certain
periods.
Intraday Price Performance Risk. Shares trade intraday at market prices
that may differ from the Fund's end-of-day NAV. Performance for Shares
purchased or sold during the day will reflect market movements until the next
NAV calculation and may be higher or lower than the Fund's daily objective over
that sub-day interval.
Large-Capitalization Companies Risk. Large-cap issuers can be slower to
adapt to competitive or technological shifts and, in some environments, may
underperform smaller companies that are more nimble.
Leverage Risk. The Fund uses leverage to target approximately 2x the
Index's daily return. Losses are magnified relative to the Index. If the Index
declines by around 50% during a trading day, the Fund could experience a
near-total or total loss. The use of leverage increases volatility and the risk
of rapid losses. Costs of obtaining and maintaining leverage, including
financing charges embedded in derivatives, will reduce returns.
Money Market Instruments Risk. The Fund may hold cash and high-quality,
short-term instruments such as U.S. Treasury bills and repurchase agreements
for collateral and liquidity. Adverse economic, market, or regulatory events
affecting these instruments or their counterparties, including repo
counterparties, may negatively impact the Fund. Government guarantees, if any,
apply only to the underlying securities and not to Shares of the Fund.
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 efficient index tracking.
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.
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.
Passive Strategy Risk. The Fund is not actively managed. It seeks
leveraged investment results that correspond to 2x the Index's daily
performance and generally will not take defensive positions. During temporary
defensive periods, the Fund will not seek to achieve its 2x daily objective.
Performance may deviate from broad market returns or active strategies; the
Fund will not attempt to mitigate declines in the Index.
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 Index/portfolio experiences
disruptions.
Rebalance and Intra-Quarter Drift Adjustment Risk. The Index applies a
10% single-stock cap at each scheduled quarterly rebalance and may implement
out-of-cycle adjustments if a constituent's weight exceeds a 20% drift
threshold (resetting to 10% and redistributing the excess pro rata). These
actions can increase turnover, transaction costs, and taxable gains, and may
contribute to tracking difference.
Sector/Industry Focus Risk. Founder-led issuers may cluster in
particular sectors or industries. If the Index becomes concentrated in any
sector(s), the Fund will reflect that concentration and may be more sensitive
to sector-specific developments than a more diversified approach.
Succession and Key-Person Exposure Risk. The departure, reduced role, or
loss of influence of a company's founder or other key executive may adversely
affect the issuer's prospects and, in some cases, its continued eligibility for
the Index, potentially leading to removals at reconstitution and additional
turnover.
Swap Agreements and Other Derivatives Risk. To the extent the Fund uses
derivatives (e.g., total return swaps) to obtain exposure or for portfolio
management, it is subject to counterparty, liquidity, valuation, leverage, and
correlation risks. Derivatives can be more volatile than direct holdings and
may increase exposure to certain market risks.
Tracking Difference and Tracking Error Risk. The Fund's results may
differ from those of the Index for various reasons. The Fund bears operating
expenses and portfolio transaction costs that the Index does not. The Fund may
not be fully invested in Index constituents at all times, may hold securities
not included in the Index, and may experience timing differences, cash
holdings, corporate actions, tax considerations, or fair-value pricing that
contribute to tracking difference.
Performance
The Fund has not operated for a full calendar year as of the date of this
Prospectus, so performance data is not shown. After one full calendar year of
operations, this section will include a calendar-year bar chart and a table of
average annual total returns to illustrate how results vary over time and to
compare the Fund's performance with that of the Index and a broad market
benchmark. Because the Fund seeks 2x the daily performance of the Index,
results for periods longer than a day will reflect compounding and may differ,
potentially materially, from 2x the Index return for the same period. Past
performance (before and after taxes) does not guarantee future results. When
available, updated performance information will be posted on the Fund's website
at www.founderledfunds.com.
Management
Investment Adviser: Corgi Strategies LLC serves as investment adviser to the
Fund.
Portfolio Managers: The individual primarily responsible for the day-to-day
management of the Fund is Nicolas S. Laqua, Portfolio Manager for the Adviser;
who has been a portfolio manager of the Fund since 2025.
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 and/or cash; the Fund may, in its discretion, permit or require
all-cash creations or redemptions.
Individual Shares are listed for trading on The Nasdaq Stock Market, LLC (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.founderledfunds.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 through a financial intermediary (e.g., a broker-dealer
or bank), the Adviser or its affiliates may, from their own resources,
compensate the intermediary for activities related to the distribution,
marketing, promotion, or sale of Shares, or for shareholder and educational
support. These payments may create a conflict of interest by incentivizing the
intermediary or its personnel to recommend the Fund over other investments.
Such payments are not made by the Fund and do not increase the expenses paid by
the Fund. Ask your salesperson or visit your intermediary's website for more
information.
Investment Objective
The Founder-Led 2x Daily ETF (the "Fund") seeks daily investment
results, before fees and expenses, that correspond to 2x the daily performance
of the Founder-Led Index (the "Index"). A "single day" is
measured from one NAV calculation to the next.
The Fund does not seek to achieve 2x the performance of the Index for periods
greater than a day. Over holding periods longer than a day, the effects of
daily rebalancing and compounding can cause returns to differ, sometimes
materially, from 2x the Index return for the same period. During volatile or
reversing markets, you may lose money even if the Index is flat or rises over
your holding period.
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 I (the "Trust") upon 60 days'
prior written notice to shareholders.
Principal Investment Strategies
The Fund's policy to invest, under normal market conditions, at least 80% of
its net assets (plus any borrowings for investment purposes) in equity
securities of founder-led companies and/or in financial instruments that
provide economic exposure to founder-led companies is non-fundamental and may
be changed by the Board upon 60 days' prior written notice to shareholders. For
purposes of the Fund's 80% policy, the Fund will measure assets including the
notional value of derivatives (adjusted as required) consistent with Rule
35d-1.
The Index
The Index is owned by Corgi Strategies, LLC and licensed for use by the Fund.
The Adviser does not receive index-licensing revenue from the Fund. Because the
Adviser (or an affiliate) owns the Index IP, this "self-indexing"
arrangement presents potential conflicts of interest; the Trust maintains
information-barrier policies and procedures, and the Board provides oversight
of index-related processes.
Solactive AG ("Index Calculator") acts as the calculation agent and
index-maintenance and dissemination service provider (via a dissemination
agent) for the Index. Solactive does not act as the Index
"administrator".
In summary, the Index screens U.S.-listed companies to identify founder-led
issuers and selects the top 50 qualifying names by free-float market
capitalization, subject to liquidity criteria. Constituents are weighted by
free-float market capitalization, applying a 10% single-issuer cap on each
Rebalance Day. Between Rebalance Days, if any constituent's closing weight
exceeds 20%, it is reset to 10% and the excess weight is redistributed pro rata
across the remaining constituents, subject to the methodology's constraints.
Rebalancing Schedule
The Index is reconstituted and rebalanced quarterly after the close on the
third Friday of March, June, September, and December, with changes effective on
the next trading day (each, a "Rebalance Day").
Manager of Managers Structure
The Fund employs [ ] 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.
Understanding the Fund's Daily Objective and Compounding
What the Fund seeks to do. The Fund seeks daily investment results,
before fees and expenses, that correspond to 2x the daily performance of the
Index. The Fund does not seek to, and should not be expected to, provide 2x the
return of the Index for periods longer than a single trading day.
What this means for holding periods longer than one day. The Fund resets
its exposure each trading day to target approximately two times the daily move
of the Index. Over periods longer than one day, the Fund's return is the result
of compounding its daily returns and will usually differ in amount, and may
differ in direction, from 2x the return of the Index for the same multi-day
period.
Why multi-day results differ from 2x. Several factors contribute to this
difference:
Important holding period note. The Fund is intended
for investors who plan to monitor and manage their positions, potentially as
frequently as daily. It is possible to lose the entire amount invested in a
single day.
Illustration of daily compounding. The table below shows a simple 5-day
path. The Fund achieves exactly 2x of each day's Index move before fees and
expenses. Even so, the 5-day total return of the Fund does not equal 2x the
5-day total return of the Index. This example is hypothetical and for
illustration only. It assumes no dividends, no financing costs, and no Fund
expenses. If those were included, the Fund's performance would be lower than
shown.
Across five days, the Index gained approximately 3.0%, while
the Fund gained approximately 5.8%, which differs from 2 x 3.0% (about 6.0%).
Additional simulations. The Fund may present other hypothetical paths to
show how volatility and trend can affect results. Unless otherwise noted, any
such illustrations assume: (a) no dividends; (b) no Fund expenses; and (c) zero
percent borrowing or lending rates. If these factors were reflected, results
would differ. For any scenario analysis that references an assumed volatility
rate, insert 16%, which may reference the approximate 5-year historical
annualized volatility of a broad equity index for context. Historical
volatility for the Index may differ materially from that reference figure.
Key takeaways for investors.
See the Statement of Additional Information (SAI) for further discussion of leveraged exposure, derivatives usage, and related risks. The SAI is incorporated by reference into this Prospectus.
Principal Risks of Investing in the Fund
The principal risks are presented in alphabetical order to make it easier to
locate specific risks and to compare them with those of other funds. 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. Because the Fund seeks to deliver 2x the daily performance of the Index
before fees and expenses, it is subject to additional risks associated with
leverage, daily rebalancing, compounding, derivatives, and financing costs.
Compounding and Daily Rebalancing Risk. The Fund seeks a multiple of the
daily return of the Index, not of the Index's return for periods longer than
one day. The Fund resets its exposure each trading day to target approximately
2x the Index's daily move. As a result, the Fund's performance over periods
longer than one day will be the product of its daily returns for each day in
the period, which can diverge in amount, and possibly in direction, from 2x the
Index's return for the same multi-day period. In general, when Index volatility
is higher, the impact of compounding and daily rebalancing will be more
pronounced and the Fund's multi-day results will tend to be less than 2x the
Index's return for the same period; when volatility is lower, multi-day results
may be closer to or greater than 2x. If the Index is flat over time, the Fund
will likely lose value due to the effects of daily resetting, compounding,
financing costs, and expenses. An investor could lose the full principal value
of an investment in the Fund within a single day. Deviations can occur over
periods as short as one day when measured intraday rather than NAV to NAV.
Correlation Risk. The Fund may not achieve a high degree of correlation
with 2x the daily performance of the Index for a number of reasons, including,
but not limited to, imperfect correlation between derivative instruments and
the reference Index, the timing and size of daily rebalancing trades, market
disruptions or closures, illiquidity in the markets for instruments used to
obtain exposure, financing rates, dividend and corporate action differences,
and the Fund's fees and expenses. Intraday Index movements, particularly those
occurring near the close, can increase the likelihood that the Fund is
materially under- or over-exposed at the end of the day.
Counterparty Risk. The Fund expects to obtain exposure to the Index
primarily through derivatives, including swaps and futures. The Fund is exposed
to the risk that a derivatives counterparty or a clearinghouse or futures
commission merchant will be unwilling or unable to honor its obligations. The
Fund could lose margin or collateral it has posted, experience delays in
recovery, or recover less than the full amount owed. Concentration of clearing
services among a small number of firms and clearinghouses may increase this
risk. Contractual provisions or resolution regimes could delay, limit, or
eliminate the Fund's ability to exercise remedies.
Derivatives Risk. The Fund may use derivatives such as total return
swaps, futures contracts, options, and similar instruments to pursue its 2x
daily objective. Derivatives can be volatile and may involve risks different
from, and sometimes greater than, investing directly in the securities
comprising the Index. Such risks include leverage, imperfect correlation with
the Index, pricing and liquidity constraints, valuation complexity, and the
potential that the cost to maintain a position exceeds its return. Limited
initial margin may magnify losses, potentially beyond the amounts initially
invested in the instrument.
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.
ETF Risks.
Financing and Cash Management Risk. To pursue its 2x
daily objective, the Fund expects to use derivatives that require the posting
of margin or collateral and may maintain cash or cash equivalents for that
purpose. The Fund's performance will be affected by the financing rates,
spreads, and costs associated with its derivatives and any securities lending
or cash management activities. These costs can reduce returns and may cause the
Fund's results to deviate from 2x the daily performance of the Index.
General Market Risk. Global economies and financial markets are
increasingly interconnected, which raises the likelihood that events or
conditions in one country or region will adversely affect markets or issuers
elsewhere. Securities held by the Fund may underperform the broader markets, a
particular market segment, or other asset classes due to factors that can
include inflation (or expectations of inflation), interest-rate changes, shifts
in global demand for products or resources, natural disasters or other major
events, public-health emergencies, terrorism, regulatory developments, and
governmental controls.
Leverage Risk. By design, the Fund uses leverage to target 2x the daily
performance of the Index. Leverage magnifies both gains and losses. As a
result, small changes in the Index may produce larger changes in the Fund's
NAV, and losses may be substantial. Leverage also increases the sensitivity of
the Fund to financing costs, market volatility, and liquidity conditions. In
adverse market conditions, the Fund may be required to reduce exposure rapidly
or may be unable to maintain its targeted leverage.
Market Capitalization Risk. Securities of large-capitalization companies
may be relatively mature compared to smaller firms and therefore may exhibit
slower growth during economic expansions. Large-capitalization companies may
also be less agile in responding to new competitive challenges, including
technological change and evolving consumer preferences.
Market Events Risk. Financial markets can be volatile, and security
prices can move substantially based on business cycles, interest-rate shifts,
inflation or deflation views, perceived credit risk, and prevailing market
liquidity, among other influences. In addition, the value of the Fund's
investments may be negatively affected by the occurrence of global events.
Global shocks, such as wars, terrorism, environmental or natural disasters,
political instability, and epidemics or pandemics, as well as sanctions and
trade restrictions (including those tied to recent conflicts in Eastern Europe
and the Middle East) have increased market volatility and could continue to do
so, affecting regional and global economies and certain securities.
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 efficient
index tracking.
Non-Diversification Risk. Because the Fund is
"non-diversified," it may invest a greater percentage of its assets
in the securities of a single issuer or a smaller number of issuers than if it
were diversified. Consequently, weakness in one issuer or in a small group of
issuers can have a proportionately larger impact on the Fund's value.
Operational Risk. The Fund is exposed to operational risks arising from
people, processes, systems, and third parties. These risks include human
mistakes; trade, settlement, or communication errors; failures or delays by
service providers, counterparties, or other vendors; and breakdowns or outages
in processes, technology, or other infrastructure. The Fund relies on external
firms (e.g., custodian, transfer agent, administrator, pricing and data
providers) for key functions, and difficulties engaging or retaining such
providers, or disruptions in their services, could impair the Fund's operations
and hinder achievement of its investment objective. The Fund and the Adviser
maintain controls and procedures intended to manage operational risk, but no
control environment can eliminate it entirely.
Passive Investment Risk. The Fund is not actively managed and does not
attempt to outperform its Index or take defensive positions in declining
markets. As a result, the Fund's performance may be adversely affected by a
general decline in the market segments relating to its Index. Because the Fund
seeks to track its Index, its returns may lag other strategies or asset
classes. Different categories of securities lead or lag at different times,
sometimes for multi-year stretches, and the Fund will not take defensive
positions to avoid such cycles.
Sector and Industry Risk. If the Fund invests more heavily in particular
sectors or industries, its results will be especially sensitive to events that
significantly affect those areas. To the extent the Index becomes concentrated
in one or more sectors or industries, the Fund will have similar exposure and
could be negatively affected by adverse developments impacting those sectors or
industries.
Third Party Data Risk. The Index relies on
information from third-party data vendors (e.g., prices, shares outstanding,
free float, sector classifications, and corporate actions) and on calculations
performed by an independent index calculator, Solactive AG (the "Index Calculator").
The Adviser (or an affiliate), as owner of the Index intellectual property,
determines constituents and weights pursuant to the Index rules, including
assessments of founder-led status based on public and other sources. Errors, delays,
or misapplications by any party - data vendors, the Index Calculator, or the
Adviser (or affiliate) - may result in unintended inclusions/exclusions,
inaccurate weights, or delayed implementation of changes. Until corrected, such
issues may cause the Fund to deviate from intended exposures and from the
Index's published values. Solactive, as calculation agent, may use third-party
data to calculate and maintain the Index, and certain data providers impose
licensing and disclosure requirements. If required licenses are not in place or
are revoked, or if a third-party data provider materially restricts use or
significantly increases fees, Index calculation or dissemination may be
interrupted or terminated on short notice.
Tracking Error Risk. The Fund's results may differ from the Index
because the Fund bears fees and trading costs the Index does not; at times the
Fund may hold cash or positions not in the Index, or may not be fully invested
in Index constituents.
Third-Party Data & Publication Risk. The Index (and therefore the
Fund) depends on third-party data and calculations. Neither the Fund's
investment adviser nor the Index Calculator guarantees uninterrupted or timely
index production or publication. The calculation and dissemination of Index
values can be delayed or interrupted if the calculation agent, data vendors, or
a relevant stock exchange experiences a malfunction or outage. Index values may
be delayed by technology outages or other operational issues. If index
publication is interrupted due to data or systems issues, trading in Shares
could be disrupted or halted. Prolonged interruptions could lead to trading
halts in Shares, which may have an adverse impact on the Fund and its
shareholders.
PORTFOLIO HOLDINGS INFORMATION
The Fund's complete portfolio holdings will be made available on the Fund's
website at www.founderledfunds.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 473 Pine St, Floor
5, 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 October 24, 2025, has no
prior 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 I
(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.
Because the Fund seeks to deliver 2x the daily performance of the Index, the
Adviser is responsible for daily rebalancing of the Fund's exposure to
approximately two times the Index and for implementing the Fund's use of
derivatives. The Fund expects to obtain leveraged exposure primarily through
total return swaps on the Index, futures, and/or other derivatives. The Adviser
oversees counterparty selection and monitoring, collateral and liquidity
management, and the financing and transaction costs associated with such
instruments. The Board has approved a derivatives risk management program and
appointed a Derivatives Risk Manager who provides regular reports to the Board.
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 1.08% 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; distribution fees and expenses under any Rule 12b-1
plan; litigation and other extraordinary expenses; and any other expenses the
Fund is responsible for under the Advisory Agreement (collectively, the
"Excluded Expenses").
For clarity, certain costs related to the Fund's use of derivatives (for
example, financing charges reflected in swap payments, variation margin on
futures, and other transaction-related costs) are not included in the Fund's
Total Annual Fund Operating Expenses under the unitary fee. These amounts are
embedded in the pricing and performance of the derivatives and therefore reduce
the Fund's returns rather than appearing as operating expenses.
Additional information about portfolio transactions,
brokerage selection, and research services is provided in the SAI under
Brokerage Transactions.
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, 2025, on Form N-CSR.
Portfolio Managers
The individual primarily responsible for the day-to-day management of the Fund
is Nicolas S. Laqua, Portfolio Manager, who has served in this role since 2025.
In addition to general portfolio management, Mr. Laqua is responsible for the
Fund's daily rebalancing and the implementation of derivatives positions
designed to maintain exposure equal to approximately 2x the Index.
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.
Because the Fund expects to achieve its 2x daily objective primarily through
derivatives, the Fund generally expects to effect creations and redemptions in
cash rather than in-kind. The Fund may impose transaction fees on cash
creations and redemptions designed to cover the Fund's estimated costs, which
may include the costs of entering into, maintaining, or unwinding derivatives.
Most investors buy and sell Shares in secondary-market transactions through
brokers. Shares are expected to be listed for trading on The Nasdaq Stock
Market, LLC (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 for cash, to increase portfolio transaction costs, tracking
difference, and realized capital gains, and has approved policies to mitigate
these effects, including fair-value pricing and the imposition of transaction
fees on Creation Unit purchases and redemptions 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 The NASDAQ
Stock Market, LLC (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. Derivative instruments used to obtain
leveraged exposure to the Index (such as swaps and futures) are valued pursuant
to these procedures, which may reference exchange settlement prices, quotations
from counterparties or independent pricing sources, or the values of related
instruments (for example, an ETF designed to track the Index), particularly if
the Index level is not computed as of the U.S. market close.
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.
Because the Fund expects to use derivatives to pursue its investment objective,
distributions may include a higher proportion of ordinary income and short-term
capital gains than funds that invest directly in equity securities. In some
cases the Fund may recognize taxable income without receiving the associated
cash at the same time (for example, on certain swaps or futures), which may
require the Fund to sell investments, including derivatives, at times it would
not otherwise do so in order to meet distribution requirements.
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.
Special tax considerations for derivatives and leveraged exposure Investments
in derivatives (including swaps, futures, and options) are subject to special
and complex U.S. federal income tax rules that can, among other things, affect
the timing, character, and amount of income, gains, or losses recognized by the
Fund and, in turn, the character of amounts distributed to shareholders. For
example, amounts from certain "Section 1256 contracts" (which can
include regulated futures and certain options) are generally marked to market
at year end and treated as 60% long-term and 40% short-term capital gain or
loss, regardless of holding period. Periodic payments or accruals on swaps are
generally treated as ordinary income or loss. The "straddle,"
"constructive sale," and "wash sale" rules may defer losses
or affect holding periods. Because these rules may be uncertain and could
change, the Fund's use of derivatives could affect whether it has made
sufficient distributions to maintain its qualification as a RIC and avoid
fund-level tax. See the SAI for additional information, and consult your tax
adviser regarding how these rules may affect you.
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.founderledfunds.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.
Index Owner Disclaimer. Corgi Strategies, LLC ("Corgi") owns
and licenses the Founder-Led Index (the "Index") to the Fund. Solely
in its capacity as licensor of the Index (and not in its capacity as the Fund's
investment adviser), Corgi does not sponsor, endorse, sell or promote the Fund
and makes no representation regarding the advisability of investing in the
Fund. Corgi does not guarantee the accuracy or completeness of the Index and is
not liable for any errors or omissions in the Index, or for any results
obtained from its use, except to the extent such liability cannot be limited
under U.S. federal securities laws.
Solactive Disclaimer. Solactive AG ("Index Calculator") is the
calculation agent of the Founder-Led Index (the "Index"). The
financial instrument that is referencing the Index is not sponsored, endorsed,
promoted, sold or supported by Solactive in any way and Solactive makes no
express or implied representation, guarantee or assurance with regard to: (a)
the advisability in investing in the financial instruments; (b) the quality,
accuracy and/or completeness of the Index; and/or (c) the results obtained or
to be obtained by any person or entity from the use of the Index. Solactive
does not guarantee the accuracy and/or the completeness of the Index and shall
not have any liability for any errors or omissions with respect thereto.
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 brought under the federal securities laws.
The Declaration of Trust provides that shareholder actions against the Fund
must be filed exclusively in state or federal courts located in Delaware. This
forum provision does not apply to claims under the federal securities laws.
Limiting actions to courts in Delaware may impose economic hardship on
shareholders (e.g., travel costs, the need to retain local counsel) and may
limit access to a forum some shareholders would otherwise prefer, which could
discourage such actions.
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.
Adviser
Corgi Strategies, LLC
473 Pine St, Floor 5
San Francisco, CA 94104
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
Custodian
U.S. Bank National Association
Lunken Operations Center
CN-OH-L2GL
5065 Wooster Rd
Cincinnati, Ohio 45226
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
October 24, 2025, 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:
Founder-Led 2x Daily ETF, c/o 473 Pine St, Floor 5, San Francisco, CA 94104, or
by calling 301-693-2267.
Shareholder reports and other information about the Fund are also available:
(SEC Investment Company Act File No. 811-24117)
SUBJECT TO COMPLETION
Dated October 24, 2025
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.
|
Ticker |
Fund |
|
FDRS |
Founder-Led ETF |
|
FDRX |
Founder-Led 2x Daily ETF |
|
each listed on The Nasdaq Stock Market, LLC |
|
October 24, 2025
This Statement of Additional Information ("SAI") is not a
prospectus and should be read together with the Prospectuses for the
Founder-Led ETF and the Founder-Led 2x Daily ETF (each, a "Fund" and
collectively, the "Funds"), each a series of Corgi ETF Trust I (the
"Trust"), dated October 24, 2025, as they may be supplemented from
time to time (each, a "Prospectus"). Unless noted otherwise,
capitalized terms used in this SAI have the same meanings as in the applicable
Prospectus. A copy of a Prospectus may be obtained without charge by email to
compliance@founderledfunds.com, visiting www.founderledfunds.com, or writing to
Founder-Led ETF, c/o 473 Pine St, Floor 5, San Francisco, CA 94104 or
Founder-Led 2x Daily ETF, c/o 473 Pine St, Floor 5, San Francisco, CA 94104.
The Funds' audited financial statements for the most recent fiscal year, when
available, will be incorporated into this SAI by reference to the Funds' 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.
|
Additional Information about Investment Objectives, Policies, and Related Risks |
|
Principal Shareholders, Control Persons and Management Ownership |
The Trust is an open-end management investment company with multiple series,
including the Founder-Led ETF and the Founder-Led 2x Daily ETF (each, a
"Fund"). This SAI relates to the Funds. The Trust is a Delaware
statutory trust formed on: July 15, 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 Founder-Led ETF seeks to track the performance, before
fees and expenses, of the Founder-Led Index (the "Index"). The
Founder-Led 2x Daily ETF seeks daily investment results, before fees and
expenses, that correspond to 2x the Index's daily performance. Corgi Strategies,
LLC (the "Adviser") will serve as investment adviser to the Funds.
For the Founder-Led 2x Daily ETF, the Fund seeks daily investment results,
before fees and expenses, that correspond to 2x the daily performance of the
Index. The Fund resets its exposure each trading day to target approximately
two times the Index's daily move and should not be expected to provide 2x the
return of the Index for periods longer than a single day. Because of daily
compounding, Index volatility, financing costs, and expenses, the Fund's
results over periods longer than a day will usually differ in amount, and may
differ in direction, from 2x the Index's multi-day return. The Fund expects to
obtain leveraged exposure primarily through derivatives (for example, total
return swaps and futures) and to rebalance exposure daily. It is possible to
lose the full value of an investment in the Fund in a single day.
Each Fund offers and issues Shares at their net asset value ("NAV")
only in aggregations of a specified number of Shares (each, a "Creation
Unit"). A 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 The
Nasdaq Stock Market, LLC (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.
Because the Founder-Led 2x Daily ETF expects to achieve its objective primarily
through derivatives, the Trust generally anticipates effecting creations and
redemptions for that Fund in cash rather than in-kind. The Trust may impose
transaction fees on cash creations and redemptions designed to cover the Fund's
estimated costs, which may include costs of entering into, maintaining, or
unwinding derivatives positions and related financing and hedging costs.
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.
Use of derivatives by the Founder-Led 2x Daily ETF is subject to Rule 18f-4
under the 1940 Act. The Trust has adopted a derivatives risk management
program, appointed a Derivatives Risk Manager approved by the Board, and
manages the Fund's derivatives exposure using value-at-risk (VaR) testing.
Under Rule 18f-4, the Fund's VaR must not exceed 200% of the VaR of a
designated reference portfolio (generally the Index) under the relative VaR
test or, if a reference portfolio is not appropriate, 20% of the Fund's net
assets under the absolute VaR test. The Fund intends to use the Index as its
designated reference portfolio for the relative VaR test under Rule 18f-4 and
monitor compliance accordingly. The Derivatives Risk Manager provides regular
reports to the Board regarding the program's implementation and the Fund's
compliance.
The Funds' 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 Funds' 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
Each Fund is classified as non-diversified under the 1940 Act. As a result, a
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. A 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 each Fund is non-diversified for purposes of the 1940 Act, each
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 a Fund will meet its investment objective.
See "Federal Income Taxes" in this SAI for further discussion.
Special Considerations for the Founder-Led 2x Daily ETF
General Risks
The value of a 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 a Fund could lose money over short or long periods.
There is no assurance that a liquid market will exist for all securities held
by a 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 a 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 a 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 a 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. A Fund may also incur additional costs for
cybersecurity risk management. Similar risks affect issuers in which a Fund
invests and could have material adverse consequences for such issuers,
potentially reducing the value of the Fund's investments.
Index Tracking Risks. A Fund's return may not match the return of the
Index for many reasons. For example, a Fund bears operating expenses (including
taxes) not applicable to the Index and incurs costs associated with buying and
selling securities, particularly when rebalancing its holdings to reflect
changes to the Index, or when raising cash to meet redemptions or deploying
cash from inflows. Transaction costs, including brokerage, can reduce a Fund's
NAV.
Market disruptions or regulatory restrictions may impair a Fund's ability to
adjust exposures to the levels required to track the Index. Unusual market
conditions may cause the Index Calculator to postpone a scheduled rebalance,
which can cause the Index to deviate from its typical composition. There is no
assurance that the Index Calculator or any of its agents will compile or
calculate the Index accurately. Errors in the quality, accuracy, or
completeness of data used to compile the Index may occur and may not be
identified and corrected promptly, particularly for less widely used
benchmarks. Gains, losses, or costs associated with Index or data errors are
generally borne by a Fund and its shareholders. For example, during any period
when the Index contains an incorrect constituent, the Fund would have exposure
to that constituent and be underexposed to other Index constituents. Such errors
may positively or negatively affect a Fund and its shareholders.
If the Index is rebalanced on an ad hoc basis and a Fund rebalances to increase
correlation, any resulting transaction costs and interim market exposures are
borne by the Fund and its shareholders. A Fund may not be fully invested at
times due to cash flows, or because it maintains cash reserves to meet expenses
or redemptions. In addition, a Fund may not invest in certain securities or
other assets included in the Index, or may hold them in different proportions
than in the Index. A Fund's performance may also deviate from the Index due to
exchange listing standards, a lack of liquidity in markets where Index
securities trade, tax considerations or other regulatory reasons (such as diversification
requirements). Liquidity shortfalls may arise from market events, economic
conditions, or investor sentiment. Illiquid securities may be difficult to
value and may be valued below comparable liquid securities, which can
negatively affect performance. A Fund may also be delayed in purchasing or
selling Index constituents. In volatile markets, the ability to sell securities
at prices reflecting fair value may be impaired, potentially increasing trading
costs and index tracking risk. A Fund may need to borrow to meet redemptions,
which could increase expenses. For tax-efficiency, a Fund may sell certain
securities in ways that realize losses, which can cause performance to deviate
from the Index. Performance may also deviate due to the impact of withholding
taxes, late announcements of Index changes, and high Index turnover.
A Fund may fair value certain investments. To the extent a Fund calculates NAV
based on fair-valued prices that differ from prices used in Index calculations,
the Fund's ability to track the Index may be adversely affected. The need to
comply with the Code's diversification and other requirements may also affect
tracking. Actions taken in response to proposed corporate actions can increase
tracking error. In light of the foregoing, a Fund's return may deviate
significantly from the Index's return.
Apart from scheduled rebalances, the Index Owner and Index Calculator or its
agents may implement additional, ad hoc rebalances (for example, to correct an
error in constituent selection). When the Index is rebalanced and a Fund
rebalances to increase correlation, any resulting transaction costs and interim
market exposures are borne by the Fund and its shareholders. Errors and ad hoc
rebalances may therefore increase costs and tracking error risk.
Index tracking risk may be heightened during periods of increased market
volatility or other unusual market conditions. Changes to the Index's
composition in connection with a rebalance or reconstitution may cause a Fund
to experience increased volatility, during which time the Fund's index tracking
risk may be elevated.
Solactive Disclaimer. Solactive AG ("Solactive") is the
calculation agent of the Founder-Led Index (the "Index"). The
financial instrument that is referencing the Index is not sponsored, endorsed,
promoted, sold or supported by Solactive in any way and Solactive makes no
express or implied representation, guarantee or assurance with regard to: (a)
the advisability in investing in the financial instruments; (b) the quality, accuracy
and/or completeness of the Index; and/or (c) the results obtained or to be
obtained by any person or entity from the use of the Index. Solactive does not
guarantee the accuracy and/or the completeness of the Index and shall not have
any liability for any errors or omissions with respect thereto.
Index Owner Disclaimer. Corgi Strategies, LLC ("Corgi") owns
and licenses the Founder-Led Index (the "Index") to the Fund. Solely
in its capacity as licensor of the Index (and not in its capacity as the Fund's
investment adviser), Corgi does not sponsor, endorse, sell or promote the Fund
and makes no representation regarding the advisability of investing in the
Fund. Corgi does not guarantee the accuracy or completeness of the Index and is
not liable for any errors or omissions in the Index, or for any results
obtained from its use, except to the extent such liability cannot be limited
under U.S. federal securities laws.
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.
For the Founder-Led 2x Daily ETF, leverage is expected to come primarily from
derivatives (for example, total return swaps and futures) rather than from cash
borrowings. If the Fund borrows, the Fund will maintain asset coverage of at
least 300% of all borrowings as required by Section 18 of the 1940 Act.
Short-term borrowings, if any, may include custodial overdrafts or borrowings
under a credit facility for settlement, liquidity, or other administrative
purposes, and will be repaid promptly.
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. With respect to the Founder-Led 2x
Daily ETF, equity exposure is typically obtained indirectly through derivatives
that reference the Index rather than through direct holdings.
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.
Derivatives Used by the Founder-Led 2x Daily ETF
The Founder-Led 2x Daily ETF seeks daily investment results, before fees and
expenses, that correspond to 2x of the daily performance of the Index. To
pursue this objective, the Fund expects to obtain leveraged exposure primarily
through the derivatives set out below and to rebalance its exposure on each
Business Day. Daily rebalancing and compounding can cause the Fund's return for
periods longer than one day to differ, and potentially differ significantly,
from 2x the return of the Index for the same period. Market volatility, holding
period, and the path of returns will affect the degree of such divergence.
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 may engage in short sales of securities it does not own (and, in some
cases, short sales against-the-box). In a short sale, the Fund borrows the
security, sells it, and later seeks to purchase the same security to return to
the lender. Short sales involve the risk that the borrowed security increases
in price before the position is closed, which would result in a loss. The Fund
can also be required to close a short position earlier than desired (for
example, if the lender recalls the security or borrowing costs rise), which may
cause a loss.
Short sales require the Fund to pledge liquid assets and to post margin with
the broker. While the short position is open, the Fund generally will pay
borrowing fees and any amounts equal to dividends or interest that accrue on
the borrowed security. These amounts reduce the return on the position and can
create a negative cost of carry. Any payments in lieu of dividends on short
positions generally are not qualified dividend income.
For purposes of Rule 18f-4 under the 1940 Act, short sales are treated as
derivatives transactions and are subject to the Fund's derivatives risk
management program and value-at-risk limits. Short sales also involve
counterparty, liquidity, and operational risks, including the risk of buy-in if
the broker cannot continue to borrow the security.
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.
The Fund may invest in exchange-traded funds to obtain exposure to the Index or
to a substantially similar index, including for cash equitization, to
facilitate daily rebalancing, or during portfolio transitions. Such use may
increase tracking error and costs relative to holding derivatives or the
underlying constituents directly.
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.
Use of derivatives and short-term instruments may affect the timing, amount,
and character of the Fund's income and gains. Certain derivatives may be
subject to special tax rules (including, without limitation, the mark-to-market
rules for section 1256 contracts, the straddle rules, and wash sale rules).
These rules can cause income to be recognized without a corresponding receipt
of cash, can accelerate or defer recognition of income or loss, and can convert
long-term capital gains into short-term capital gains. The Fund intends to
monitor its investments and to structure its activities to qualify each taxable
year as a regulated investment company under Subchapter M of the Internal
Revenue Code.
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. During any such defensive period, the Founder-Led 2x Daily ETF will
not seek to achieve a daily 2x return and may hold a substantial portion of its
assets in cash or cash equivalents.
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:
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.
For the Founder-Led 2x Daily ETF, the Fund will generally treat exposure
obtained through derivatives referencing the Index as exposure to the
industries represented in the Index, typically in proportion to the notional
exposure of those derivatives.
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.
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.
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; Conor M. Murray 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 I, 473 Pine St, Floor 5, 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) |
|||||
|
Conor M. Murray |
Lead Independent Trustee |
Indefinite term; since 2025 |
2 |
Co-founder and Chief Executive Officer, OpenInvest (a J.P. Morgan company) (2015 to present). |
|
|
Bryant C. Lee |
Trustee |
Indefinite term; since 2025 |
2 |
Chief Executive Officer and Co-founder, Vaero (Nov. 2022 to present); Co-founder and Strategic Advisor, Cognition IP (Sep. 2020 to Oct. 2022); Chief Executive Officer, Cognition IP (Jan. 2018 to Aug. 2020). |
|
|
Jennifer X. Benson |
Trustee |
Indefinite term; since 2025 |
2 |
Partner, Leonis Capital (2022 to present); Researcher, OpenAI (2021 to 2022); Researcher, Epoch AI (2021); Research Fellow, Future of Humanity Institute, University of Oxford (2020). |
|
|
Interested Trustees(4) |
|||||
|
Nicolas S. Laqua |
Chair; Interested Trustee |
Indefinite term; since 2025 |
2 |
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 (since 2021); Director, Bangers Snacks, Inc., a food and beverage company (since 2024). |
|
|
Emily Z. Yuan |
Interested Trustee |
Indefinite term; since 2025 |
2 |
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 (since 2021); Director, Bangers Snacks, Inc., a food and beverage company (since 2024). |
|
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:
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.
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 Bryant C. Lee
(Chair), Conor M. Murray, and Jennifer X. Benson. 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 Jennifer X. Benson (Chair), Conor M. Murray, and
Bryant C. Lee. 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.
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 I, 473 Pine St, Floor 5, 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 |
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 |
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); |
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 October 24, 2025, no Trustee owned Shares of any
series of the Trust.
As of October 24, 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.
The Trustees have agreed to receive no compensation for their service on the Board or its committees. Trustees will 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. Because no compensation is paid, the table below reflects $0 for each Trustee for the fiscal year ending 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 |
||
|
Conor M. Murray |
$0 |
$0 |
|
Bryant C. Lee |
$0 |
$0 |
|
Jennifer X. Benson |
$0 |
$0 |
(1) Compensation is based on estimated amounts for the fiscal year ending December 31, 2025. Expense reimbursements, if any, are not included.
A "principal shareholder" means any person that owns, of record or
beneficially, 5% or more of the outstanding Shares of a 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 a Fund's voting securities may be able to determine the outcome of
matters presented for shareholder vote.
As of the date of this SAI, the Funds had not commenced operations and no
Shares were outstanding.
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 a 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 a 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 .
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 a Fund voted proxies during the most
recent 12-month period ended June 30 will be available (1) without charge upon
request by email to compliance@founderledfunds.com, (2) on the Funds' website
at www.founderledfunds.com and (3) on the SEC's website at www.sec.gov .
Corgi Strategies, LLC, a Delaware limited liability company with its principal
office at 473 Pine St, Floor 5, San Francisco, CA 94104, serves as investment
adviser to the Funds and is responsible for overall management of the Funds'
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,
at the following rates: Founder-Led ETF (ticker: FDRS) 0.49%; Founder-Led 2x
Daily ETF (ticker: FDRX) 1.08%. 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 a 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.
Each Fund is managed by Nicolas S. Laqua, a portfolio manager of the Adviser
(the "Portfolio Manager"). The Portfolio Manager is not responsible
for any other accounts as of October 24, 2025.
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 any particular account, including Founder-Led ETF and
Founder-Led 2x Daily ETF. Portfolio managers may also be eligible for long-term
incentive awards (e.g., membership units or profit interests) that vest over 4
years. Portfolio managers do not receive compensation from index licensing
revenue related to the Founder-Led Index.
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 Trust expects to enter 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 a 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 a 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 a 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.
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.
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.
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.
TAIT, WELLER & BAKER LLP serves as the independent registered public accounting firm for the Trust and the Funds.
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 a
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.founderledfunds.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, each Fund intends to make complete, daily portfolio
information available, subject to applicable law and Exchange requirements. For
the Founder-Led 2x Daily ETF ("FDRX"), daily disclosure includes
derivatives and financing positions (for example, total return swaps) and any associated
cash and collateral holdings.
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.
The Agreement and Declaration of Trust (the
"Declaration of Trust") of Corgi ETF Trust I (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 a 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
Participants (or Indirect Participants). 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.
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.
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 brokerdealers, 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 brokerdealer. The lowest available commission is not necessarily the most favorable overall result.
Brokerage Transactions. Generally, equity securities, whether listed or overthecounter, 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 dealers 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 effects transactions in the overthecounter 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 Funds'
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.
For swaps and other bilateral derivatives, the Adviser selects counterparties
based on a range of factors, which may include pricing, execution quality,
creditworthiness, collateral terms, operational capabilities, and overall
relationship. These transactions are not executed through traditional brokerage
in the same manner as equity trades, and commissions may not be paid. For
exchange-traded futures and options, the Fund incurs exchange fees and pays
commissions or other charges to its futures commission merchants. The Adviser
seeks best overall terms reasonably available under the circumstances.
Brokerage Selection. The Trust does not expect to use any single brokerdealer 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 goodfaith 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 a 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 a 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, thirdparty softdollar arrangements and
does not receive proprietary research from fullservice 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 brokerdealers, 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 a 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 a 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 Advisers
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 brokerdealers (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.
The portfolio turnover rate is, in general terms, the
percentage obtained by dividing the lesser of a 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 a Fund realizes net short-term capital gains, distributions
attributable to those gains will be treated as ordinary income for federal
income tax purposes.
Because the Founder-Led 2x Daily ETF rebalances exposure daily and primarily
uses derivatives, its portfolio turnover rate (as calculated pursuant to SEC
rules) may be higher than that of traditional index funds, and reported
turnover may not fully reflect the extent of derivatives activity. Periods of
elevated market volatility typically increase trading activity and costs.
Each Fund is new and does not have a portfolio turnover rate to report as of
the date of this SAI.
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.
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 25,000
Shares (or such other amount as the Trust may determine and disclose).
The Trust generally expects to permit or require cash creations and redemptions
for the Founder-Led 2x Daily ETF in light of that Fund's use of derivatives to
achieve its objective. From time to time, FDRX may require all-cash creations
and/or redemptions. Cash transactions may cause the Fund to incur costs,
including costs of entering into or unwinding derivatives positions, which may
be passed through to Authorized Participants via transaction fees designed to
approximate the Fund's costs.
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 a 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; 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 a Fund's portfolio holdings for a variety of reasons (for example,
corporate actions, index rebalances, or operational considerations). For the
Founder-Led 2x Daily ETF ("FDRX"), which may obtain exposure through
derivatives such as total return swaps, the Trust may from time to time require
cash creations and/or cash redemptions, in whole or in part, to reflect the
Fund's investment strategy.
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 a 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 a 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 |
|
Founder-Led ETF ("FDRS") |
$250 |
2.00% |
|
Founder-Led 2x Daily ETF ("FDRX") |
$500 |
3.00% |
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 a 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.
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 a 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 |
|
Founder-Led ETF ("FDRS") |
$250 |
2.00% |
|
Founder-Led 2x Daily ETF ("FDRX") |
$500 |
3.00% |
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.
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, significant
events occurring after market close, and, for derivatives, counterparty
quotations and collateral. 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 an index at a point in time.
Derivatives used to obtain leveraged exposure (for example, swaps, futures, and
options) are valued pursuant to the Fund's valuation procedures. Depending on
the instrument, valuation inputs may include exchange settlement prices,
quotations from one or more dealers or pricing services, models that reference
observable market data, and, when appropriate, values of related instruments
such as an exchange-traded fund designed to track the Fund's relevant reference
asset or benchmark (particularly if that benchmark level is not computed as of
the U.S. market close). When market quotations are not readily available or are
deemed unreliable, such instruments are valued at fair value in good faith
under the Fund's Rule 2a-5 procedures.
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 a
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.
Use of derivatives may cause the Founder-Led 2x Daily ETF to recognize income,
gain, or loss for tax and accounting purposes without a corresponding receipt
or payment of cash in the same period. As a result, the Fund may be required to
sell investments, including derivatives, at times it would not otherwise do so
in order to meet distribution requirements.
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.
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 a 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, a 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 a Fund invests in instruments that may generate income that is
not qualifying income (which can include certain derivatives), the Fund intends
to monitor and limit such investments so that its non-qualifying income does
not exceed 10% of gross income. If a 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 a 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.
A 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 a 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 a 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 a 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 a 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.
Special and Complex Rules Applicable to Derivatives.
The Founder-Led 2x Daily ETF's investments in derivatives are subject to
special and complex U.S. federal income tax rules that can affect the
character, timing, and amount of the Fund's income, gains, losses, and
distributions.
Certain exchange-traded futures and options may be treated as "Section
1256 contracts" and are required to be marked to market at year end. Gains
or losses on Section 1256 contracts generally are treated as 60% long-term and
40% short-term capital gain or loss, regardless of holding period, and may be
required to be recognized for tax purposes even if no corresponding cash is
received.
Payments (or accruals) under swap agreements and other non-Section 1256
derivatives generally are treated as ordinary income or loss. The
"straddle," "wash sale," and "constructive sale"
rules may defer losses, accelerate recognition of gains, or otherwise affect
the character of the Fund's income and gains. The Fund's use of derivatives
could also affect whether the Fund has made sufficient distributions to
maintain its qualification as a regulated investment company and to avoid
fund-level tax. Shareholders should consult their tax advisers regarding how
these rules may affect their own tax situation. See Federal Income Taxes in
this SAI for additional details.
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 a 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, derivatives, 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 a Fund, accelerate the recognition of income to a Fund, defer
losses, or affect whether income is qualifying income for RIC purposes. These
rules may also require a 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. A 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 a 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, a 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"),
a 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 a 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 a 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 and annual reports will be available after a Fund has completed a fiscal year of operations. When available, you may request a copy of the Trust's Annual Certified Shareholder Report at no charge by email to compliance@founderledfunds.com or by visiting the Trust's website at www.founderledfunds.com.
PART C: OTHER INFORMATION
|
Exhibit No. |
Description of Exhibit |
|
(a)(i) |
|
|
(a)(ii) |
|
|
(a)(iii) |
|
|
(b) |
By-Laws. Incorporated by reference to Accession No. 0002078265-25-000002, Exhibit (b). |
|
(c) |
Instruments Defining Rights of Security Holders - See relevant portions of Declaration of Trust and By-Laws. |
|
(d)(i) |
|
|
(d)(ii) |
Investment Sub-Advisory Agreement between Corgi Strategies, LLC and [ ] - to be filed by subsequent amendment. |
|
(e)(i) |
Distribution Agreement between the Trust and Paralel Distributors LLC filed herewith. |
|
(e)(ii) |
Form of Authorized Participant Agreement filed herewith. |
|
(f) |
Not applicable. |
|
(g) |
Custodian Agreement between the Trust and U.S. Bank National Association - filed herewith. |
|
(h)(i) |
Fund Administration, Fund Accounting and Transfer Agent Services Agreement between the Registrant and U.S. Bank Global Fund Services filed herewith. |
|
(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). |
|
(h)(iv) |
|
|
(i) |
Opinion and Consent of Counsel to be filed by subsequent amendment. |
|
(j) |
Not applicable. |
|
(k) |
Not applicable. |
|
(l) |
Form of Subscription Agreement filed herewith. |
|
(m) |
Rule 12b-1 Plan. Incorporated by reference to Accession No. 0002078265-25-000002, Exhibit (m). |
|
(n) |
Not applicable. |
|
(o) |
Reserved. |
|
(p)(i) |
|
|
(p)(ii) |
Code of Ethics for Sub-Adviser - to be filed by subsequent amendment. |
|
(q) |
Powers of Attorney. Incorporated by reference to Accession No. 0002078265-25-000002, Exhibit (q). |
No person is directly or indirectly controlled by or under common control with the Registrant.
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."
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.
[ ] (Sub-Adviser) - SEC File No. [ ]
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.
The principal underwriter for the Funds (the
"Distributor") will be Paralel Distributors LLC.
(a) The list of investment companies (other than the Funds) for which the
Distributor also serves as principal underwriter, depositor, or investment
adviser will be filed by subsequent amendment.
(b) Information regarding the Distributor's directors, officers, or partners
who hold positions with the Distributor and with the Funds will be filed by
subsequent amendment.
(c) No commissions or other compensation have been received, directly or
indirectly, from the Funds, which are new and have not commenced operations.
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 |
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, Ohio 45226 |
|
Registrant's Principal Underwriter |
Paralel Distributors LLC 1700 Broadway, Suite 2100 Denver, CO 80290 |
|
Registrant's Investment Adviser |
Corgi Strategies, LLC |
|
Registrant's Sub-Adviser |
[ ] [ ] [ ] |
Not applicable.
Not applicable.
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 October 24, 2025.
Corgi ETF Trust I
/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 October 24, 2025.
|
Signature |
Title |
|
/s/ Emily Z. Yuan |
President and Principal Executive Officer; Trustee |
|
/s/ Nicolas S. Laqua |
Trustee; Chair; Principal Financial Officer; Principal Accounting Officer (Treasurer) |
|
/s/ Conor M. Murray |
Lead Independent Trustee |
|
/s/ Bryant C. Lee |
Trustee |
|
/s/ Jennifer X. Benson |
Trustee |
This Distribution Agreement (the Agreement) is made effective this October 21, 2025, by and between the Corgi ETF Trust I, a Delaware statutory trust (the Trust) and Paralel Distributors LLC, a Delaware limited liability company (the Distributor).
WHEREAS, the Trust is a registered open-end management investment company organized under the Investment Company Act of 1940, as amended (the 1940 Act) with certain separate and distinct series listed on Exhibit A (each series a Fund and collectively the Funds) registered with the United States Securities and Exchange Commission (the SEC) under the Securities Act of 1933, as amended (the 1933 Act).
WHEREAS, the Trust intends to create and redeem shares of beneficial interest (the Shares) of each Fund on a
continuous basis and list the Shares on one or more national securities exchanges (together, the Listing Exchanges).
WHEREAS, the Distributor is registered with the SEC as a broker-dealer under the Securities Exchange Act of 1934,
as amended (the 1934 Act), and is a member of the Financial Industry Regulatory Authority, Inc. (FINRA).
WHEREAS, the Trust desires to retain the Distributor to (i) act as the principal underwriter of the Funds with respect to the creation and redemption of Creation Units of each Fund, and (ii) hold itself available to review and approve orders for such Creation Units in the manner set forth in the Trusts Prospectus.
WHEREAS, the Distributor desires to provide the services described herein to the Trust subject to the terms and
conditions set forth below.
NOW THEREFORE, in consideration of the mutual promises and undertakings herein contained, the parties agree as follows:
1. Appointment. The Trust hereby appoints the Distributor to serve as the principal underwriter of the Funds with respect to the creation and redemption of Creation Units of each Fund listed in Exhibit A hereto (as may be amended by the Trust from time to time on written notice to the Distributor) on the terms and for the period set forth in this Agreement and subject to the registration requirements of the federal securities laws and of the laws governing the sale of securities in the various states, and the Distributor hereby accepts such appointment and agrees to act in such capacity hereunder.
2. Definitions. Wherever they are used herein, the following terms have the following respective meanings:
(a) Prospectus means the Prospectus and Statement of Additional Information constituting parts of the Registration Statement of the Trust under the 1933 Act and the 1940 Act as such Prospectus and Statement of Additional
Information may be amended or supplemented and filed with the SEC from time to time;
(b) Registration Statement means the registration statement most recently filed from time to time by the Trust with the SEC and effective under the 1933 Act and the 1940 Act, as such registration statement is amended by any amendments thereto at the time in effect;
(c) All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such
terms in the Registration Statement and the Prospectus.
3. Duties of the Distributor
(a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept fund securities, deposit securities, and related cash components through or outside the clearing process, and as provided in and in accordance with the Registration Statement and Prospectus. The Trust acknowledges that the Distributor shall not be obligated to approve any certain number of orders for Creation Units.
(b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent.
(c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled.
(d) The Distributor agrees to make available, at the Trusts request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributors services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust.
(e) Distributor shall review and approve, prior to use, all Trust marketing materials (Marketing Materials) for compliance with SEC and FINRA advertising rules and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to a Funds investment adviser any comments provided by FINRA with respect to such materials.
(f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trusts obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement.
(g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent.
(h) The Distributor agrees to maintain and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations.
(j) The Distributor agrees to maintain compliance policies and procedures (a Compliance Program) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 1940 Act) with respect to the Distributors services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trusts Chief Compliance Officer or Board of Trustees.
4. Duties of the Trust.
(a) The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time.
(b) The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act.
(c) The Trust will make available to the Distributor such number of copies as Distributor may reasonably request of (i) its then currently effective Prospectus and Statement of Additional Information and product description, (ii) copies of semi-annual reports and annual audited reports of the Trusts books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other publicly available information for use in connection with the distribution of Creation Units.
(d) The Trust shall inform Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales.
The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributors authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributors authority to review and approve Creation Units if, in the judgment of the Trust, it is in the best interests of the Trust to do so. Suspension will continue for such period as may be determined by the Trust.
(e) The Trust shall arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and product descriptions to be provided to purchasers in the secondary market.
(f) The Trust will make it known that Prospectuses and Statements of Additional Information and product descriptions are available by making sure such disclosures are in all marketing and advertising materials prepared by the Trust.
5. Fees and Expenses.
(a) The Distributor shall be entitled to no compensation or reimbursement of expenses from the Trust for the services provided by the Distributor pursuant to this Agreement. The Distributor may receive compensation from the Investment Adviser related to its services hereunder or for additional services as may be agreed to between the Investment Adviser and Distributor.
(b) The Trust shall bear the cost and expenses of: (i) the registration of the Shares for sale under the 1933 Act; and (ii) the registration or qualification of the Shares for sale under the securities laws of the various States.
(c) The Distributor shall pay (i) all expenses relating to Distributors broker-dealer qualification and registration under the 1934 Act; and (ii) the expenses incurred by the Distributor in connection with routine FINRA filing fees.
(d) Notwithstanding anything in this Agreement to the contrary, the Distributor and its affiliates may receive compensation or reimbursement from the Trusts Investment Adviser with respect to any services performed under this Agreement, as may be agreed upon by the parties from time to time.
The Trust shall bear any costs associated with printing Prospectuses, Statements of Additional Information and all other such materials.
6. Indemnification.
(a) The Distributor will not be liable for and the Trust agrees to indemnify and hold harmless the Distributor, its affiliates and each of their respective directors, officers and employees and agents and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act (any of the Distributor, its officers, employees, agents and directors or such control persons, for purposes of this paragraph, a Distributor Indemnitee) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) (Losses) that a Distributor Indemnitee may incur arising out of or based upon: (i) Distributor serving as distributor for the Trust pursuant to this Agreement, (ii) any liability or other Losses of the Distributor arising from or related to its role of entering into agreements with APs (defined hereafter) on behalf of the Trust unless such liability or Loss is due to the Distributors willful misfeasance, bad faith or gross negligence; (iii) the allegation of any wrongful act of the Trust or any of its directors, officers, employees or affiliates in connection with its duties and responsibilities in this Agreement; (iv) any claim that the Registration Statement, Prospectus, Statement of Additional Information, product description, shareholder reports, Marketing Materials and advertisements specifically approved by the Trust and/or Investment Adviser or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein (and in the case of the Prospectus, Statement of Additional Information and product description, in light of the circumstances under which they were made) not misleading under the 1933 Act, or any other statute or the common law; (v) the breach by the Trust of any obligation, representation or warranty contained in this Agreement; or (vi) the Trusts failure to comply in any material respect with applicable securities laws.
(b) The Distributor agrees to indemnify and hold harmless the Trust and each of its Trustees and officers and any person who controls the Trust within the meaning of Section 15 of the 1933 Act (for purposes of this paragraph, the Trust and each of its Trustees and officers and its controlling persons are collectively referred to as the Trust Indemnitees) against any Losses arising out of or based upon (i) any willful misfeasance, bad faith or gross negligence of the Distributor or any of its directors, officers, employees or affiliates, taken in connection with its activities as Distributor pursuant to this Agreement; (ii) the breach of any material obligation, representation or warranty contained in this Agreement by the Distributor; (iii) the Distributors failure to comply in any material respect with applicable securities laws, including applicable FINRA regulations; or (iv) any allegation that the Registration Statement, Prospectus, Statement of Additional Information, product description, shareholder reports, any information or materials relating to the Funds (as described in section 3(h)) or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements not misleading, insofar as such statement or omission was made in reliance upon, and in conformity with information furnished to the Trust, in writing, by the Distributor.
In no case (i) is the indemnification provided by an indemnifying party to be deemed to protect against any liability the indemnified party would otherwise be subject to by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the indemnifying party to be liable under this Section with respect to any claim made against any indemnified party unless the indemnified party notifies the indemnifying party in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the indemnified party (or after the indemnified party shall have received notice of service on any designated agent).
Failure to notify the indemnifying party of any claim shall not relieve the indemnifying party from any liability that it may have to the indemnified party against whom such action is brought on account of this Section, unless failure or delay to so notify the indemnifying party prejudices the indemnifying partys ability to defend against such claim. The indemnifying party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the indemnifying party elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the indemnified party. In the event that indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by them. If the indemnifying party does not elect to assume the defense of any suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by them. The indemnifying party agrees to notify the indemnified party promptly of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the purchase or redemption of any of the Creation Units or the Shares.
(c) No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of section 6(a) or 6(b) above, without prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such action. This section 6 shall survive the termination of this Agreement.
(d) The Trust acknowledges and agrees that as part of its duties, Distributor will enter into agreements with certain authorized participants (each an AP and collectively the APs) for the purchase and redemption of Creation Units (each such agreement an AP Agreement). The APs may insert and require that Distributor agree to certain provisions in the AP Agreements that contain certain clauses or terms (including, among others, representations, undertakings and indemnification) that are not included in the form-of AP Agreement (each such modified AP Agreement, a Non-Standard AP Agreement).
To the extent that Distributor is requested or required to make any such change as mentioned above, the Trust shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributors actions or failures to act pursuant to any Non-Standard AP Agreement; (b) any representations made by the Distributor in any Non-Standard AP Agreement to the extent that the Distributor is not required to make such representations in the form-of AP Agreement; or (c) any liability assumed or indemnification provided by the Distributor under a Non-Standard AP Agreement. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributors obligations or duties under the Non-Standard AP Agreement.
7. Representations.
(a) The Distributor represents and warrants that:
1. (i) it is duly organized as a Delaware limited liability company and is and at all times will remain duly authorized and licensed under applicable law to carry out its services as contemplated herein; (ii) the execution, delivery and performance of this Agreement are within its power and have been duly authorized by all necessary action; (iii) its entering into this Agreement or providing the services contemplated hereby does not conflict with or constitute a default or require a consent under or breach of any provision of any agreement or document to which the Distributor is a party or by which it is bound; (iv) it is registered as a broker-dealer under the 1934 Act and is a member of FINRA; and (v) it has in place compliance policies and procedures reasonably designed to prevent violations of the Federal Securities Laws as that term is defined in Rule 38a-1 under the 1940 Act.
2. All activities by the Distributor and its agents and employees in connection with the services provided in this Agreement shall comply with the Registration Statement and Prospectus, the instructions of the Trust, and all applicable laws, rules and regulations including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act by the SEC or any securities association registered under the 1934 Act, including FINRA and the Listing Exchanges.
(b) The Trust represents and warrants that:
1. (i) it is duly organized as a Delaware statutory trust and is and at all times will remain duly authorized to carry out its obligations as contemplated herein; (ii) it is registered as an investment company under the 1940 Act; (iii) the execution, delivery and performance of this Agreement are within its power and have been duly authorized by all necessary action; (iv) its entering into this Agreement does not conflict with or constitute a default or require a consent under or breach of any provision of any agreement or document to which the Trust is a party or by which it is bound; (v) the Registration Statement and each Funds Prospectus have been prepared, and all Marketing Materials shall be prepared, in all materials respects, in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the SEC (the Rules and Regulations); and (vi) the Registration Statement and each Funds Prospectus contain, and all Marketing Materials shall contain, all statements required to be stated therein in accordance with the 1933 Act, the 1940 Act and the Rules and Regulations; (vii) all statements of fact contained therein, or to be contained in all Marketing Materials, are or will be true and correct in all material respects at the time indicated or the effective date, as the case may be, and none of the Registration Statement, any Funds Prospectus, nor any Marketing Materials shall include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of each Funds Prospectus in light of the circumstances in which made, not misleading; and (viii) except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Creation Units will be the aggregate net asset value of the Shares per Creation Unit of the relevant Fund, as determined in the manner described in the Registration Statement and Prospectus;
2. it shall file such amendment or amendments to the Registration Statement and each Funds Prospectus as, in the light of future developments, shall, in the opinion of the Trusts counsel, be necessary in order to have the Registration Statement and each Funds Prospectus at all times contain all material facts required to be stated therein or necessary to make the statements therein, in light of the circumstances in which made, not misleading. The Trust shall not file any amendment to the Registration Statement or each Funds Prospectus without giving the Distributor reasonable notice thereof in advance, provided that nothing in this Agreement shall in any way limit the Trusts right to file at any time such amendments to the Registration Statement or any Funds Prospectus as the Trust may deem advisable. The Trust will also notify the Distributor in the event of any stop order suspending the effectiveness of the Registration Statement. Notwithstanding the foregoing, the Trust shall not be deemed to make any representation or warranty as to any information or statement provided by the Distributor for inclusion in the Registration Statement or any Funds Prospectus; and
3. upon delivery of Deposit or Fund Securities to an Authorized Participant in connection with a purchase or redemption of Creation Units, the Authorized Participant will acquire good and unencumbered title to such securities, free and clear of all liens, restrictions, charges and encumbrances, and not subject to any adverse claims and that such Fund and Deposit Securities will not be restricted securities as such term is used in Rule 144(a)(3)(i) under the 1933 Act.
(c) The Distributor and the Trust each individually represent that its anti-money laundering program (AML Program), at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, and (vi) allows for appropriate regulators to examine its anti-money laundering books and records. Notwithstanding the foregoing, the Trust acknowledges that the Authorized Participants are not customers for the purposes of 31 CFR 103.
(d) The Distributor and the Trust each individually represent and warrant that: (i) it has procedures in place reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable law, rule and regulation; and (ii) it will comply with all of the applicable terms and provisions of the 1934 Act.
8. Duration, Termination and Amendment.
(a) This Agreement shall be effective on the date set forth above, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days prior written notice. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms vote of a majority of the outstanding voting securities, assignment, affiliated person and interested person shall have the respective meanings specified in the 1940 Act.
(b) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both parties.
9. Notice. Any notice or other communication authorized or required by this Agreement to be given to either party shall be in writing and deemed to have been given when delivered in person or by confirmed, email, or posted by certified mail, return receipt requested, to the following address (or such other address as a party may specify by written notice to the other):
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(i) To Paralel: |
(ii) If to the Trust: |
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Paralel Distributors LLC 1700 Broadway Suite 2100 Denver, Colorado 80290 Attn: General Counsel Email:legalnotice@paralel.com; chris@paralel.com |
Corgi ETF Trust I 473 Pine St, Floor 5 San Francisco, CA 94104 Email: emily@corgi.insure |
10. Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the state of Colorado, without giving effect to the choice of laws provisions thereof. Each party to this Agreement, by its execution hereof (i) irrevocably submits to the nonexclusive jurisdiction of the state courts of the State of Colorado or the United States District Courts for the State of Colorado for the purpose of any action between the parties arising in whole or in part under or in connection with this Agreement, and (ii) waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court.
11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
12. Severability. If any provisions of this Agreement shall be held or made invalid, in whole or in part, then the other provisions of this Agreement shall remain in force. Invalid provisions shall, in accordance with this Agreements intent and purpose, be amended, to the extent legally possible, in order to effectuate the intended results of such invalid provisions.
13. Insurance. The Distributor will maintain at its expense an errors and omissions insurance policy adequate to cover services provided by the Distributor hereunder.
14. Confidentiality. During the term of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either partys business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, Confidential Information means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the others Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party.
15. Liability of Officers, Directors, and Funds. This Agreement is executed by or on behalf of the Trust with respect to each of the Funds and the obligations hereunder are not binding upon any of the trustees, officers or shareholders of the Trust individually but are binding only upon the Fund to which such obligations pertain and the assets and property of such Fund. Separate and distinct records are maintained for each Fund and the assets associated with any such Fund are held and accounted for separately from the other assets of the Trust, or any other Fund of the Trust. The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular Fund of the Trust shall be enforceable against the assets of that Fund only, and not against the assets of the Trust generally or any other Fund, and none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the Trust generally or any other Fund shall be enforceable against the assets of that Fund.
16. Use of Names; Publicity. The Trust shall not use the Distributors name in any offering material, shareholder report, advertisement or other material relating to the Trust, in a manner not approved by the Distributor in writing prior to such use, such approval not to be unreasonably withheld. The Distributor hereby consents to all uses of its name required by the SEC, any state securities commission, or any federal or state regulatory authority.
The Distributor shall not use the name SCM Trust in any offering material, shareholder report, advertisement or other material relating to the Distributor, other than for the purpose of merely identifying the Trust as a client of Distributor hereunder, in a manner not approved by the Trust in writing prior to such use; provided, however, that the Trust shall consent to all uses of its name required by the SEC, any state securities commission, or any federal or state regulatory authority; and provided, further, that in no case shall such approval be unreasonably withheld.
17. Exclusivity. Nothing herein contained shall prevent the Distributor from entering into similar distribution arrangements or from providing the services contemplated hereunder to other investment companies or investment vehicles.
[execution page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the date first set forth above.
A Delaware statutory trust
By: /s/ Emily Yuan
Name: Emily Yuan
Title: President, Corgi Strategies, LLC
A Delaware limited liability company
By: /s/ Bradely Swenson
Name: Bradley Swenson
Title: President
EXHIBIT A
Funds
Founder-Led 1x Daily ETF
Founder-Led 2x Daily ETF
A-1
FORM OF AUTHORIZED PARTICIPANT AGREEMENT
This Authorized Participant Agreement the Agreement is entered into by and between Paralel Distributors LLC the Distributor , [Participant Name] the Participant , Corgi ETF Trust I the Trust , a series trust offering certain series applicable to this Agreement each a Fund and collectively the Funds listed on Attachment B, and is subject to acceptance by U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services the Transfer Agent , as transfer agent for the Funds. Capitalized terms used but not defined herein are defined in the current prospectus for each Fund as it may be supplemented or amended from time to time, and included in the Trusts Registration Statement on Form N-1A, as it may be amended from time to time, or otherwise filed with the U.S. Securities and Exchange Commission SEC together with such Funds Statement of Additional Information incorporated therein, the Prospectus .
The Distributor provides services as principal underwriter of the Funds acting on an agency basis in connection with the distribution of shares of beneficial interest of each Fund the Shares . Shares may be purchased or redeemed from a Fund in aggregations of a specified number of Shares as set forth in the Prospectus each, a Creation Unit and collectively, the Creation Units . The Transfer Agent has been retained to provide
certain transfer agency services with respect to the purchase and redemption of Creation Units of Shares.
This Agreement is intended to set forth certain procedures by which the Participant may purchase and/or redeem Creation Units through the Federal Reserve/Treasury Automated Debt Entry System maintained at the
Federal Reserve Bank of New York the Federal Reserve Book-Entry System and the Continuous Net Settlement
CNS clearing processes of National Securities Clearing Corporation NSCC as such processes have been enhanced to effect purchases and redemptions of Creation Units, the CNS Clearing Process or, outside of the CNS Clearing Process, the manual process of The Depository Trust Company DTC .
Nothing in this Agreement shall obligate the Participant to create or redeem one or more Creation Units of Shares, to facilitate a creation or redemption through it by a Participant Client as defined below , or to sell or offer to sell the Shares.
The parties agree as follows:
1. STATUS, REPRESENTATIONS AND WARRANTIES OF PARTICIPANT
a The Participant represents and warrants that it has the ability to transact through the Federal Reserve BookEntry System and, with respect to orders for the purchase of Creation Units Purchase Orders or orders for redemption of Creation Units Redemption Orders and, together with Purchase Orders, the Orders , i through the CNS Clearing Process, because it is a member of NSCC and a participant in the CNS System of NSCC, and/or ii outside the CNS Clearing Process, because it is a DTC participant a DTC Participant . Unless the parties agree otherwise in writing, any change in the foregoing status of the Participant shall automatically and immediately terminate this Agreement. The Participant shall give prompt written notice of any such change to the Distributor and the Transfer Agent.
The Participant may place Orders either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in the Prospectus and Section 2 of this Agreement.
b The Participant represents and warrants that: i it is a broker-dealer registered with the SEC, and it is a member of the Financial Industry Regulatory Authority FINRA , or it is exempt from registration, or it is otherwise not required to be registered as, a broker-dealer or a member of FINRA; ii it is registered and/or licensed to act as a broker or dealer, as required under all applicable laws, rules and regulations in the states or other jurisdictions in which the Participant conducts its activities, or it is otherwise exempt; and iii it is a Qualified Institutional Buyer, as defined in Rule 144A under the U.S. Securities Act of 1933, as amended the 1933 Act .
The Participant agrees that it will: i maintain such registrations, licenses, qualifications, and memberships in good standing and in full force and effect throughout the term of this Agreement; ii comply with applicable FINRA rules and the securities laws of any jurisdiction in which it sells Shares, directly or indirectly, to the extent such laws, rules and regulations relate to the Participants transactions in, and activities with respect to, the Shares; and iii not offer or sell Shares of any Fund in any state or jurisdiction where such Shares may not lawfully be offered and/or sold.
Unless the parties agree otherwise in writing, any change in the foregoing status of the Participant shall terminate this Agreement. The Participant shall give prompt written notice of any such change to the Distributor and the Transfer Agent.
c In the event Shares are authorized for sale in jurisdictions outside the several states, territories and possessions of the United States and the Participant offers and sells Shares in such jurisdictions and is not otherwise required to be registered or qualified as a broker or dealer, or to be a member of FINRA as set forth above, the Participant nevertheless agrees to observe the applicable laws, rules and regulations of the jurisdiction in which such offer and/or sale is made, to comply with the full disclosure requirements of the 1933 Act and the regulations promulgated thereunder, and to conduct its business in accordance with the FINRA rules, to the extent the foregoing relates to the Participants transactions in, and activities with respect to, the Shares.
d The Participant understands and acknowledges that the method by which Creation Units will be created and traded may raise certain issues under certain interpretations of applicable U.S. federal securities laws. For example, depending on the facts and circumstances, because new Creation Units of Shares may be issued and sold by a Fund on an ongoing basis, a distribution, as such term is used in the 1933 Act, may be deemed to have occurred at any point. The Participant understands and acknowledges that some activities on its part, depending on the circumstances, and under certain interpretations of applicable law, could be interpreted as resulting in it being deemed a participant in a distribution in a manner which could, under certain interpretations of applicable law, render it a statutory underwriter and subject it to the prospectus delivery and liability related provisions of the 1933 Act that normally would be applicable to a statutory underwriter. The Participant also understands and acknowledges that dealers who are not underwriters, but who effect transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. Whether a person is an underwriter depends upon all of the facts and circumstances pertaining to that person's activities, and for the avoidance of doubt, the Participant does not admit to being an underwriter of the Shares.
2. EXECUTION OF PURCHASE AND REDEMPTION ORDERS
a All Orders must comply with the procedures for Orders set forth in the Prospectus and in this Agreement, which includes the attachments. The Participant, the Distributor, and the Transfer Agent each agrees to comply with the provisions of the Prospectus, this Agreement, and the laws, rules, and regulations that are applicable to it in its role under this Agreement. If there is a conflict between the terms of the Prospectus and the terms of this Agreement, the terms of the Prospectus control.
b Phone lines used in connection with Orders will be recorded. The Participant hereby consents to the recording of all calls in connection with the Orders, provided that the Participant may reasonably request that the recording party promptly provide to the Participant copies of recordings of any such calls, which have been retained in accordance with the recording partys usual document retention policy. If a recording party becomes legally compelled to disclose to any third party any recording involving communications with the Participant, to the extent legally permitted to do so, such recording party shall provide the Participant with reasonable advance written notice identifying the recordings to be disclosed, together with copies of such recordings, so that the Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so.
c The Participant understands that a Creation Unit generally will not be issued until the requisite cash and/or the designated basket of securities the Deposit Securities , as well as applicable Transaction Fee and taxes, are transferred to the Trust on or before the settlement date in accordance with the Prospectus. To the extent that the Participant posts collateral on the settlement date in connection with a portion of the Deposit Securities that were unable to be delivered on the settlement date, the Trust will use commercially reasonable efforts to provide prior notice to the Participant, if possible, prior to using any such collateral to purchase the Deposit Securities and, if prior notice is not possible, the Trust will provide the Participant with notice as soon as possible thereafter.
d With respect to any Redemption Order, the Participant acknowledges and agrees on behalf of itself and any party for which it is acting to return to a Fund any dividend, distribution, or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting in connection with a Redemption Order "a Fund Security" that, based on the valuation of such Fund Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution, or other corporate action to be paid to it or to the party for which it is acting in respect of any Fund Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Fund Security at the time of transfer, should be paid to the Fund. If, however, the Fund so reduces the amount of proceeds due to the Participant or any party for which it is acting, the Participant shall not be required to return to the Fund any dividends, interest, distributions or other corporate actions paid to it or any party for which it is acting as is contemplated in the first sentence of this paragraph equal to the amount so reduced by the Fund. With respect to any Purchase Order, each Fund acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.
3. AUTHORIZATION OF TRANSFER AGENT
Solely with respect to Orders submitted through the CNS Clearing Process, the Participant hereby authorizes the Transfer Agent, or its designee, to transmit to the NSCC on behalf of the Participant such instructions, including share and cash amounts as are necessary with respect to the purchase and redemption of Creation Units, and Orders consistent with the instructions and Orders issued by the Participant to the Transfer Agent. The Participant agrees to be bound by the terms of such instructions and Orders as reported by the Transfer Agent or its designee on the Participants behalf to the NSCC as though such instructions were issued by the Participant directly to the NSCC.
4. MARKETING MATERIALS AND REPRESENTATIONS.
a The Participant represents and warrants that it will not make any representations concerning a Fund, Creation Units or Shares, other than those consistent with the Prospectus or any Marketing Materials as defined below furnished to the Participant by the Distributor.
b The Participant agrees not to furnish, or cause to be furnished by it or its employees, to any person, or to display or publish, any information or materials relating to a Fund or the Shares, including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials Marketing Materials , unless i such Marketing Materials: a are either furnished to the Participant by the Distributor, or b if prepared by the Participant, are consistent in all material respects with the Prospectus, and clearly indicate that such Marketing Materials are prepared and distributed by the Participant, and ii Participant and such Marketing Materials prepared by the Participant comply with applicable FINRA rules and regulations. The Participant shall file all such Marketing Materials that it prepares with FINRA, if required by applicable laws, rules or regulations.
c The Trust represents and warrants that i the distribution of the Shares as contemplated herein does not violate any statute, order, rule, or regulation of any governmental agency or regulatory or self-regulatory organization with jurisdiction over the Distributor and applicable to the Distributors role under this Agreement, ii the Prospectus is current and the Registration Statement is effective, no stop order of the SEC or any other federal, state or foreign regulatory authority or self-regulatory authority, with respect thereto has been issued, no proceedings for such purpose have been instituted or, to its knowledge, are being contemplated; iii the Prospectus and the Registration Statement conforms in all material respects to the requirements of all applicable law, and the rules and regulations of the SEC thereunder and does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; iv the Shares, when issued and delivered against payment of consideration thereof, as provided in this Agreement, will be duly and validly authorized, issued, fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights; v no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issuance and sale of the Shares, except the registration of the Shares under the 1933 Act, and the registration of the Trust under the Investment Company Act of 1940, as amended; v Shares will be approved for listing on a national exchange; vi it has adopted and established internal policies procedures, and controls in place to ensure compliance with Rule 12d1-4 Fund of Funds arrangements of the Investment Company Act of 1940, as amended 1940 Act ; vii the Trust will not lend Fund securities pursuant to any securities lending arrangement that would prevent the Trust from settling a Redemption Order when due; vii any and all Marketing Materials prepared by the Trust and provided to the Participant in connection with the offer and sale of Shares shall comply with applicable law, including without limitation, the provisions of the 1933 Act and the rules and regulations thereunder and applicable requirements of FINRA, and will not contain any untrue statement of a material fact related to a Fund or the Shares or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and viii it will not name the Participant in the Prospectus, Marketing Materials, or on the Funds website without the prior written consent of Participant, unless such naming is required by law, rule, or regulation. If the Participant agrees to be identified in the Prospectus, Marketing Materials, or on a Funds website, within a reasonable amount of time upon the termination of this Agreement, 1 the Trust shall remove any reference to the Participant from the Prospectus and Marketing Materials, and 2 the Trust shall promptly update each Funds website to remove any identification of the Participant as an authorized participant of the Trust.
d Notwithstanding anything to the contrary in this Agreement, the Participant and its affiliates may, without the approval of any other party hereto, prepare and circulate, in the regular course of their businesses, any of the following items none of which shall be deemed to be Marketing Materials : i written materials of any kind that generally mention a Fund without recommending the Fund including in connection with a list of products sold through Participant or in the context of asset allocations , ii materials prepared and used for the Participants internal use only, iii brokerage communications, including correspondence and institutional communications, as defined under FINRA rules, prepared by the Participant or an affiliate in the normal course of their businesses, and iv research reports; provided, however, that any such materials prepared by Participant or its affiliates comply with applicable FINRA rules and regulations and other applicable laws, rules and regulations.
5. TITLE TO SECURITIES; RESTRICTED SHARES
The Participant represents and warrants on behalf of itself and any party for which it acts that Deposit Securities delivered by it to the custodian and/or any relevant sub-custodian in connection with a Purchase Order will not be restricted securities, as such term is used in Rule 144 a 3 i of the 1933 Act, and, at the time of delivery, the Fund will acquire good and unencumbered title to such Deposit Securities, free and clear of all liens, restrictions, charges and encumbrances, and not be subject to any adverse claims. The Trust represents that, upon delivery of a portfolio of Deposit Securities to the Participant in connection with a Redemption Order, the Participant will acquire good, marketable, and unencumbered title to such Deposit Securities, free and clear of any and all liens, restrictions, hypothecations, charges, duties imposed on the transfer of assets and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such Deposit Securities.
6. CASH COMPONENT
The Participant hereby agrees that, in connection with a Purchase Order, whether for itself or any party for which it acts, it will make available on or before the contractual settlement date the Contractual Settlement Date , by means satisfactory to the Trust, and in accordance with the provisions of the Prospectuses, immediately available or same day funds estimated by the Trust to be sufficient to pay the Cash Component next determined after acceptance of the Purchase Order, together with the applicable Transaction Fee. Any excess funds will be returned following settlement of the Purchase Order. The Participant agrees to ensure that the Cash Component will be received by the issuing Fund in accordance with the terms of the Prospectuses, but in any event on or before the Contractual Settlement Date, and in the event payment of such Cash Component has not been made in accordance with the provisions of the Prospectuses or by such Contractual Settlement Date, the Participant agrees in connection with a Purchase Order to pay the amount of the Cash Component, plus interest, computed at such reasonable rate as may be specified by the Fund from time to time. The Participant shall be liable to the custodian, any sub-custodian, or the Trust for any amounts advanced by the custodian or any sub-custodian in its sole discretion to the Participant for payment of the amounts due and owing for the Cash Component. Computation of the Cash Component shall exclude any taxes, duties or other fees and expenses payable upon the transfer of beneficial ownership of the Deposit Securities, which shall be the sole responsibility of the Participant and not the Trust.
7. PAYMENT OF CERTAIN FEES AND TAXES
a In connection with the purchase or redemption of Creation Units, the Participant agrees to pay the Transaction Fee prescribed in the Prospectus as applicable to the Participants transaction. The Trust reserves the right to adjust any Transaction Fee subject to any limitation as prescribed in the Prospectus and upon reasonable advance notice to the Participant.
b In connection with the purchase or redemption of Creation Units, the Participant acknowledges and agrees that the computation of any cash amount to be paid by or to the Participant shall exclude any taxes or other fees and expenses payable upon the transfer of beneficial ownership of Fund Shares or Fund Securities. The Participant shall be responsible for any transfer tax, sales or use tax, stamp tax, recording tax, value added tax or any other similar tax, fee or government charge collectively, Taxes applicable to and imposed upon the purchase or redemption of any Creation Units made pursuant to this Agreement. To the extent the Trust or its agents pay any such Taxes or they are otherwise imposed in connection with transactions effected by the Participant, the Participant agrees to promptly reimburse and pay such party for any such payment, together with any applicable penalties, additions to tax or interest thereon, unless such penalties, additions or interest were the result of the applicable partys gross negligence, fraud or willful misconduct. This section shall survive the termination of this Agreement.
8. ROLE OF PARTICIPANT
a Each Party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request and with reasonable notice, during normal business hours to consult with the Funds or the Distributor or their designees concerning the performance of the Participants responsibilities under this Agreement.
b The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party that it shall extend to such party all of the rights, and shall be bound by all of the obligations of a DTC Participant in addition to any obligations that it undertakes hereunder or in accordance with the Prospectuses.
c The Participant represents that from time to time it may be a beneficial owner as that term is defined in Rule 16a-1 a 2 of the Securities Exchange Act of 1934, as amended Beneficial Owner and/or legal owner of Shares. To the extent that it is a Beneficial Owner and/or legal owner of Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote or abstain from voting the Participants beneficially or legally owned Shares of the Trust which the Participant is or may be entitled to vote at any meeting of shareholders of the Trust held after the date this Agreement is executed whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. For purposes of this Section 8 c , beneficially owned Shares shall not include those Shares for which the Participant is the record owner but not the Beneficial Owner. The Distributor will mirror vote or abstain from voting the Participants beneficially owned Shares in the same proportion as the votes or abstentions of all other beneficial owners of Shares of the applicable Fund or the Trust on any matter, question or resolution submitted to the vote of shareholders of the Fund or Trust. The Distributor, as attorney and proxy for the Participant under this Section 8 c , i is hereby given full power of substitution and revocation; ii may act through such agents, nominees, or substitute attorneys as it may appoint from time to time; and iii may provide voting instructions to such agents, nominees, or substitute attorneys in any lawful manner deemed appropriate by it, including in writing, by telephone, telex, facsimile, electronically including through the Internet or otherwise. This irrevocable proxy terminates upon termination of the Agreement. The powers of attorney and proxy as set forth in this Section 8 c shall include without limiting the general powers hereunder the power to receive and waive any notice of any meeting on behalf of the undersigned.
d The Participant represents and warrants that it has implemented, and agrees to maintain and implement
on an on-going basis, an anti-money laundering program reasonably designed to comply with all applicable antimoney laundering laws and regulations, including but not limited to the Bank Secrecy Act of 1970, the USA PATRIOT Act of 2001 and the sanctions programs administered by the U.S. Department of the Treasurys Office of Foreign Asset Control, each as amended from time to time, and any rules adopted thereunder and/or any applicable antimoney laundering laws and regulations of other jurisdictions where Participant conducts business, and any rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency.
9. AUTHORIZED PERSONS OF THE PARTICIPANT
a Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Funds, the Transfer Agent, or the Distributor, the Participant shall deliver to the Funds and the Transfer Agent, with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participants Secretary or other duly authorized officer of Participant, setting forth the names and signatures of all persons authorized by the Participant each an Authorized Person to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the Transfer Agent and the Funds as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Funds, the Distributor, and the Transfer Agent of a superseding certificate or of written notice from the Participant that an individual should be removed from, the certificate. The Participant may authorize additional Authorized Persons by delivering to the Distributor and the Transfer Agent an addendum or amendment to the certificate in the format of Attachment A to this Agreement or another format as may be mutually acceptable . Whenever the Participant wants to add an Authorized Person, revoke the authority of an Authorized Person, or change or cancel a PIN Number as defined below , the Participant shall give prompt written notice of such fact in the manner set forth in this Section to the Funds and the Transfer Agent, with a copy to the Distributor, and such notice shall be effective upon receipt by the Funds, the Transfer Agent, and the Distributor.
b The Transfer Agent shall issue to each Authorized Person a unique personal identification number PIN Number by which the Participant and such Authorized Person shall be identified and instructions to the Funds, Transfer Agent, and Distributor issued by Participant through the Authorized Person shall be authenticated. The Participant and each Authorized Person shall keep his/her PIN Number confidential and only those Authorized Persons who were issued a PIN Number shall use such PIN Number to identify himself/herself and to submit instructions for Participant, to the Funds, Transfer Agent, and Distributor. If an Authorized Persons PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon in writing by the Participant and the Transfer Agent. If an Authorized Persons PIN Number is compromised, the Participant shall contact the Transfer Agent promptly in writing in order for a new one to be issued. Upon receipt of written notice as set forth in paragraph a of this section, the Transfer Agent agrees to promptly issue a PIN Number when the Participant adds an Authorized Person and shall promptly cancel a PIN Number when the Participant revokes a persons authority to act for it.
c The Transfer Agent and Distributor shall not have any obligation to verify instructions and Orders given using a PIN Number and shall assume that all instructions and Orders issued to it using an Authorized Persons PIN Number have been properly placed, unless the Transfer Agent and Distributor have actual knowledge to the contrary because they received from the Participant written notice as set forth in paragraph a of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the Transfer Agent, or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for Losses as defined below incurred by the Participant as a result of the unauthorized use of an Authorized Persons PIN Number, unless the Transfer Agent, Distributor, and the Funds previously received from Participant written notice to revoke such Authorized Persons PIN Number reasonably prior to the transmittal of such Order, as set forth in paragraph a of this section, and the applicable party had a reasonable time to act thereon. This paragraph c shall survive the termination of this Agreement.
10. REDEMPTIONS
a The Participant understands and agrees that Shares of the Funds may only be redeemed in the form of complete Creation Units and Redemption Orders may be submitted only on days that the Trust is open for business, as required by Section 22 e of the 1940 Act.
b The Participant represents and warrants that as of the close of a business day on which it has placed any Redemption Order for the purpose of redeeming any Creation Unit of Shares of any Fund, it or any party for which it is acting Participant Client , as the case may be, i will own within the meaning of Rule 200 of Regulation SHO the requisite number of Shares of the relevant Fund of the Trust, or ii will have reasonable grounds to believe that the requisite number of Shares of the relevant Fund of the Trust can be borrowed as contemplated by Rule 203 b 1 of Regulation SHO , such that, in either case, the Participant can make good delivery of the Shares of the relevant Fund of the Trust on or prior to the Contractual Settlement Date of the Redemption Order. In either case, the Participant acknowledges that: i it or, if applicable, its Participant Client, has or will have full legal authority and legal and beneficial right to tender for redemption the requisite number of Shares of the applicable Fund to be redeemed as a Creation Unit and to receive the entire proceeds of the redemption; and ii that if such Shares have been loaned or pledged to another party or are the subject of a repurchase agreement, securities lending agreement, or any other agreement affecting legal or beneficial ownership of such Shares being tendered, there are no restrictions that would preclude the tender and delivery of such Shares including borrowed Shares, if any , for redemption, free and clear of any liens, on the redemption Contractual Settlement Date.
c The Participant understands that Shares of any Fund may be redeemed only when one or more Creation Units are held in its account.
d In the event that the Distributor, Transfer Agent and/or the Trust reasonably believes in good faith that a Participant would not be able to deliver the requisite number of Shares to be redeemed as a Creation Unit on the settlement date, the Distributor, Transfer Agent and/or Trust may, without liability, reject the Participants Redemption Order.
e In the event that the Participant receives Fund Securities the value of which exceeds the value of the applicable Creation Unit at the time of redemption, the Participant agrees to pay, on the same business day it is notified, or cause the Participant client to pay, on such day, to the applicable Fund an amount in cash equal to the difference or return such Fund Securities to the Fund, unless the parties otherwise agree.
11. BENEFICIAL OWNERSHIP
a The Participant represents and warrants that, based upon the number of outstanding Shares of any particular Fund, either i it does not, and will not in the future as the result of one or more Purchase Orders, hold for the account of any single Beneficial Owner, or group of related Beneficial Owners, 80 percent or more of the currently outstanding Shares of such Fund, so as to cause the Fund to have a basis in the portfolio securities deposited with the Fund different from the market value of such portfolio securities on the date of such deposit, pursuant to sections 351 and 362 of the Internal Revenue Code of 1986, as amended, or ii it is carrying some or all of the Deposit Securities as a dealer and as inventory in connection with its market making activities, and the Deposit Securities will be marked to market under section 475 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder, prior to being deposited with the Fund and the Participant will adjust the basis of the Deposit Securities to their fair market value immediately prior to their being deposited with the Fund.
b A Fund, the Distributor, and the Transfer Agent have the right to require, as a condition to the acceptance of a deposit of Deposit Securities, information from the Participant regarding ownership of the Shares by such Participant and its customers, and to rely thereon to the extent necessary to make a determination regarding ownership of 80 percent or more of the Funds currently outstanding Shares by a Beneficial Owner.
12. OBLIGATIONS OF PARTICIPANT
a Pursuant to its obligations under the federal securities laws, the Participant agrees to maintain all books and records of all sales of Shares made by or through it and to furnish copies of such records to the Trust, Transfer Agent and/or the Distributor upon their reasonable written request, to the extent permitted by applicable privacy and customer protection laws.
b The Participant affirms that it has procedures in place reasonably designed to protect the privacy of non-
public personal consumer/customer financial information to the extent required by applicable law, rule and regulation and that it will maintain such procedures throughout the term of this Agreement.
c The Participant represents, covenants, and warrants that it will not exercise or attempt to exercise a controlling influence over the management policies of the Fund and has taken affirmative steps so that will not be an affiliated person of a Fund, a promoter or principal underwriter of a Fund or an affiliated person of such persons due to ownership of Shares, including through its grant of an irrevocable proxy relating to the Shares to the Distributor.
13. INDEMNIFICATION
This Section 13 shall survive the termination of this Agreement.
a The Participant hereby agrees to indemnify and hold harmless the Distributor, the Trust, the Funds, the Transfer Agent, their respective subsidiaries, affiliates, directors, trustees, officers, employees, and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act each a Participant Indemnified Party , from and against any claim, loss, liability, cost, or expense including reasonable attorneys fees Loss incurred by such Participant Indemnified Party as a result of i any breach by the Participant of any provision of this Agreement that relates to the Participant; ii any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; iii any failure by the Participant to comply with applicable laws, including rules and regulations of self-regulatory organizations SROs , in relation to its role as an authorized participant under this Agreement; iv actions of a Participant Indemnified Party taken in reasonable reliance upon any instructions or representations reasonably believed by the Trust, the Distributor and/or the Transfer Agent to be genuine and to have been given by the Participant; or v the Participants failure to complete an Order that has been accepted.
b The Distributor hereby agrees to indemnify and hold harmless the Participant, its affiliates, directors, partners, members, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act each a Distributor Indemnified Party from and against any Loss incurred by such Distributor Indemnified Party as a result of: i any material breach by the Distributor of any provision of this Agreement that relates to the Distributor; ii any material failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; or iii any material failure by the Distributor to comply with applicable laws, including rules and regulations of any self-regulatory organization with jurisdiction over the Distributor and applicable to Distributors role as set forth in this Agreement.
c The Trust hereby agrees to indemnify and hold harmless the Participant, its respective affiliates, directors, partners, members, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act each a Trust Indemnified Party from and against any Loss, as may be limited by Section 14 hereof, incurred by such Trust Indemnified Party as a result of any breach or alleged breach by the Trust of its representations in Section 4 c . All Shares represent interests in their underlying series, the assets and liabilities of which are separate and distinct. Any indemnification provided by the Trust in connection with the Shares shall be limited to the corresponding assets of such Fund.
d An indemnifying party shall not be liable under its indemnity agreement contained in this Section 13 with respect to any claim made against any indemnified party unless the indemnified party has notified the indemnifying party in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the indemnified party or after the indemnified party shall have received notice of service on any designated agent . Notwithstanding the foregoing, failure to notify the indemnifying party of any claim shall not relieve the indemnifying party from any liability which it may have to any indemnified party against whom such action is brought otherwise than on account of its indemnity agreement contained in this Section 13 and shall only release the indemnifying party from such liability under this Section 13 to the extent it has been materially prejudiced by such failure to receive notice. The indemnifying party shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any claims. If the indemnifying party elects to assume the defense, the defense shall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified parties in the suit, and who shall not, except with the consent of the indemnified parties, be internal counsel to the indemnifying party. If the indemnifying party does not elect to assume the defense of any suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by it.
14. LIMITATION OF LIABILITY
This Section 14 shall survive the termination of this Agreement.
a In no event shall any party be liable for any special, indirect, incidental, exemplary, punitive or consequential loss or damage of any kind whatsoever including but not limited to loss of revenue, loss of actual or anticipated profit, loss of contracts, loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of market share, loss of goodwill or loss of reputation , even if such parties have been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any party be liable for the acts or omissions of DTC, NSCC or any other securities depository or clearing corporation.
b Neither the Trust, the Distributor, the Transfer Agent, nor the Participant shall be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; fires; floods; wars; civil or military disturbances; terrorism; sabotage; epidemics; riots; interruptions; loss or malfunction of utilities, computer hardware or software or communications service; accidents; labor disputes; acts of civil or military authority or governmental actions.
c The Distributor, the Trust, and the Transfer Agent may conclusively rely upon, and shall be fully protected in acting or refraining from acting upon, any communication authorized under this Agreement and upon any written or oral instruction, notice, request, direction or consent reasonably believed by them to be genuine. Neither the Trust, the Distributor nor the Transfer Agent shall be liable to the Participant or to any other person for any damages arising out of mistakes or errors in data provided to the Trust, the Distributor or the Transfer Agent by a third party, or out of interruptions or delays of electronic means of communications with the Trust, the Distributor or the Transfer Agent.
d In the absence of bad faith, gross negligence or willful misconduct on its part, the Transfer Agent, whether acting directly or through its agents, affiliates or attorneys, shall not be liable for any action taken, suffered or omitted or for any error of judgment made by it in the performance of its duties hereunder. The Transfer Agent shall not be liable for any error of judgment made in good faith unless in exercising such it shall have been grossly negligent in ascertaining the pertinent facts necessary to make such judgment.
e The Distributor and the Transfer Agent undertake to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement against the Distributor or the Transfer Agent.
f The Transfer Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder, except as may be required as a result of its own gross negligence, willful misconduct or bad faith.
15. INFORMATION ABOUT DEPOSIT SECURITIES
On each day that the Trust is open for business, through the facilities of the NSCC, the names and amounts
of Deposit Securities to be included in the current Fund Deposit for each Fund will be published.
16. RECEIPT OF PROSPECTUSES BY PARTICIPANT
The Participant acknowledges receipt of the Prospectuses and represents that it has reviewed and
understands the terms thereof.
17. CONSENT TO ELECTRONIC DELIVERY OF PROSPECTUSES
The Distributor will provide to the Participant copies of the Prospectus and any printed supplemental information in reasonable quantities upon request of Participant. The Participant consents to the delivery of the Prospectus electronically at the e-mail address under Participants signature or in such other reasonably agreed upon manner, including, among others, by website availability. The Participant understands that the current Prospectus and most recent shareholder report for each Fund are available at the applicable Funds website. The Trust or Distributor will notify the Participant when a revised, supplemented or amended Prospectus for any Fund is available and deliver or otherwise make available to the Participant copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Participant to comply with any obligation it may have to deliver such Prospectus to its customers. As a general matter, the Trust or Distributor will make such revised, supplemented or amended Prospectuses available to the Participant no later than its effective date or as soon as reasonably practicable thereafter.
The Participant agrees to maintain the e-mail address set forth on the signature page to this Agreement and further agrees to promptly notify the Distributor if its e-mail address changes. The Participant understands that it must have Internet access to electronically access the Prospectuses. The Participant may revoke the consent to electronic delivery of the Prospectuses at any time by providing written notice to the Distributor.
18. NOTICES
Except as otherwise specifically provided in this Agreement, all notices required or permitted to be given pursuant to this Agreement shall be given in writing and delivered by personal delivery; by Federal Express or other similar delivery service; by registered or certified United States first class mail, return receipt requested; or by facsimile, electronic mail or similar means of same day delivery. All notices to the Participant, the Distributor, and the Transfer Agent shall be directed to the address or telephone number, or email addresses indicated below the signature line of such party.
19. EFFECTIVENESS, TERMINATION, AND AMENDMENT OF AGREEMENT
(a) This Agreement shall become effective on the date set forth below and may be terminated at any time by any party upon sixty 60 days prior written notice to the other parties, and may be terminated earlier by the Fund, the Participant or the Distributor at any time in the event of a material breach by another party of any provision of this Agreement.
(b) No party may assign its rights or obligations under this Agreement in whole or in part without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, any party may assign its rights or obligations under this Agreement in whole but not in part to an affiliate upon written notice to the other parties so long as such affiliate is able to comply with, and fulfill, the duties and obligations under this Agreement.
(c) This Agreement may not be amended except by a writing signed by all the parties hereto. This Agreement is intended to, and shall apply to, each of the current and future Funds of the Trust, such that no amendment shall be required in the event that the Trust creates new Funds or terminates existing Funds, provided, however, that notice shall be provided to the Participant of such creation or termination of Funds.
20. SUB-CUSTODIAN ACCOUNT
The Participant understands and agrees that in the case of each Fund that invests in international or global equity securities, the Trust has caused its Custodian to maintain with the applicable Sub-Custodian for such Fund an account in the relevant foreign jurisdiction to which the Participant shall deliver or cause to be delivered the Deposit Securities for itself or any Participant Client in connection with any Creation Order, with any appropriate adjustments as advised by such Sub-Custodian or Fund, in accordance with the terms and conditions applicable to such account in such jurisdiction.
21. GOVERNING LAW
This Section 21 shall survive the termination of this Agreement.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the conflicts of laws provisions thereof. The parties irrevocably submit to the personal jurisdiction and service and venue of any New York State or United States Federal Court sitting in New York, New York having subject matter jurisdiction, for the purposes of any suit, action or proceeding arising out of or relating to this Agreement.
22. COUNTERPARTS
This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. This Agreement shall be deemed executed by all the parties when one or more counterparties hereof or thereof, individually or taken together, bears the original facsimile or scanned signatures of each of the parties.
23. SEVERANCE
If any provision of this Agreement is held by any court or any act, regulation, rule or decision of any other governmental or supra-national body or authority or regulatory or self-regulatory organization to be invalid, illegal or unenforceable for any reason, it shall be invalid, illegal or unenforceable only to the extent so held and shall not affect the validity, legality or enforceability of the other provisions of this Agreement and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
24. HEADINGS
Headings and sub-headings are included solely for convenient reference and shall not affect the meaning, construction, operation, or effect of the terms of this Agreement.
25. ENTIRE AGREEMENT
This Agreement, which includes the attachments, supersedes any prior agreement between the parties with respect to the subject matter contained herein and constitutes the entire agreement between the parties regarding the matters contained herein.
The duly authorized representatives of the below parties have executed this Agreement, the effective date of which shall be the date of the most recent signature below.
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PARALEL DISTRIBUTORS LLC A Delaware limited liability company
By: Name: Bradley Swenson Title: President Address: 1700 Broadway Suite 1850, Denver, CO 80290 Telephone: [ ] |
CORGI ETF TRUST I A Delaware statutory trust
By: Name: Title: Address: Telephone: |
E-mail: brad@paralel.com, legalnotice@paralel.com E-mail:
[Participant Name]
DTC/NSCC Clearing Participant Code: [0000] Email contact:
BY: _______________________________________ Name:
Title:
Address:
Telephone:
E-mail:
ACCEPTED BY:
U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services as Transfer Agent
By: Name:
Title:
14
ATTACHMENT A
The following individuals are Authorized Persons each, an Authorized Person , authorized to give instructions relating to any activity contemplated by the Agreement as defined below or any other notice, request or instruction on behalf of the Participant pursuant to the Authorized Participant Agreement the "Agreement" by and between Paralel Distributors LLC the Distributor , [Participant Name] the Participant , and Corgi ETF Trust I the Trust , and subject to acceptance by U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services the "Transfer Agent" , as such Agreement may be amended from time to time.
This list of Authorized Persons supersedes any prior list of Authorized Persons of the Participant that the Transfer Agent may have on file with respect to the Agreement, and shall remain in full force and effect until such time as Transfer Agent is otherwise notified by the Participant in writing.
Authorized By: _________________________
Name:
Title:
Contact#:
Email:
Date: _________________________
|
NAME 1 |
TITLE 1 |
SIGNATURE 1 |
TELEPHONE NUMBER 1 |
E-MAIL ADDRESS 1 |
User Location Country |
PERMISSION 2 * |
*Permissions:
RO- Read-Only (Allows users to see account information and run reports, but not place trades) ET Execute Trades (Allows user to place trades directly))
(1) Required information.
(2) Required information to use the Web Order Site.
15
ATTACHMENT B
Fund Ticker Symbol Website
Founder-Led 1x Daily ETF [ ] [ ]
Founder-Led 2x Daily ETF
16
17
ETF CUSTODY AGREEMENT
THIS AGREEMENT is made and entered into as of the last date on the signature page, by and between CORGI ETF TRUST I, a Delaware statutory trust (the Trust), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the Custodian).
WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company and is authorized to issue shares of beneficial interest in separate series advised by one or more investment advisers (each, an Adviser), with each such series representing interests in a separate portfolio of securities and other assets; and
WHEREAS, the Custodian is a bank having the qualifications prescribed in Section 26(a)(1) of the 1940 Act; and
WHEREAS, the Trust desires to retain the Custodian to act as custodian of the cash and securities of each series of the Trust listed on Exhibit A hereto (as amended from time to time) (each a
Fund and collectively, the Funds); and
WHEREAS, the Board of Trustees (as defined below has delegated to the Custodian the responsibilities set forth in Rule 17f-5(c) under the 1940 Act and the Custodian is willing to undertake the responsibilities and serve as the foreign custody manager for the Trust.
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall have the meanings set forth below unless the context otherwise requires:
1.01 Authorized Person means any Officer or person (including an authorized person of one of the Advisers or other agent) who has been designated by written notice as such from the Trust or one of the Advisers or other agent. Such officer or person shall continue to be an Authorized Person until such time as the Custodian receives Written Instructions from the Trust or the Trusts investment advisor or other agent that any such person is no longer an Authorized Person.
1.02 Board of Trustees shall mean the trustees from time to time serving under the Trusts declaration of trust, as amended from time to time.
1.03 Book-Entry System shall mean a federal book-entry system as provided in Subpart O of Treasury Circular No. 300, 31 CFR 306, in Subpart B of 31 CFR Part 350, or in such book-entry regulations of federal agencies as are substantially in the form of such Subpart O.
1
1.04 Business Day shall mean any day recognized as a settlement day by The New York Stock Exchange, Inc. and any other day for which the Trust computes the net asset value of Shares of the Fund.
1.05 Eligible Foreign Custodian has the meaning set forth in Rule 17f-5(a)(1), including a majority-owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the SEC), or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.
1.06 Eligible Securities Depository shall mean a system for the central handling of securities as that term is defined in Rule 17f-4 and 17f-7 under the 1940 Act.
1.07 FINRA shall mean the Financial Industry Regulatory Authority, Inc.
1.08 Foreign Securities means any investments of the Fund (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect such Funds transactions in such investments.
1.09 Fund Custody Account shall mean any of the accounts in the name of the Trust, which is provided for in Section 3.02 below.
1.10 IRS shall mean the Internal Revenue Service.
1.11 Officer shall mean the Chairman, President, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer, or any Assistant Treasurer of the Trust.
1.12 SEC shall mean the U.S. Securities and Exchange Commission.
1.13 Securities shall include, without limitation, common and preferred stocks, bonds, call
options, put options, debentures, notes, bank certificates of deposit, bankers' acceptances, mortgage-backed securities or other obligations, and any certificates, receipts, warrants or other instruments or documents representing rights to receive, purchase or subscribe for the same, or evidencing or representing any other rights or interests therein, or any similar property or assets that the Custodian or its agents have the facilities to clear and service.
1.14 Securities Depository shall mean The Depository Trust Company and any other clearing agency registered with the SEC under Section 17A of the Securities Exchange Act of 1934, as amended (the 1934 Act), which acts as a system for the central handling of Securities where all Securities of any particular class or series of an issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of the Securities.
1.15 Shares shall mean, with respect to the Fund, the shares of common stock issued by the Trust on account of the Fund.
1.16 Straight Through Processing shall have the meaning assigned to it in Section 4.07 of this Agreement.
1.17 Sub-Custodian shall mean and include (i) any branch of a U.S. bank, as that term is defined in Rule 17f-5 under the 1940 Act, and (ii) any Eligible Foreign Custodian, as that term is defined in Rule 17f-5 under the 1940 Act, having a contract with the Custodian which the
Custodian has determined will provide reasonable care of assets of the Fund based on the standards specified in Section 3.03 below. Such contract shall be in writing and shall include provisions that provide: (i) for indemnification or insurance arrangements (or any combination of the foregoing) such that the Fund will be adequately protected against the risk of loss of assets held in accordance with such contract; (ii) that the Foreign Securities will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Sub-Custodian or its creditors except a claim of payment for their safe custody or administration, in the case of cash deposits, liens or rights in favor of creditors of the Sub-Custodian arising under bankruptcy, insolvency, or similar laws; (iii) that beneficial ownership for the Foreign Securities will be freely transferable without the payment of money or value other than for safe custody or administration; (iv) that adequate records will be maintained identifying the assets as belonging to the Fund or as being held by a third party for the benefit of the Fund; (v) that the Funds independent public accountants will be given access to those records or confirmation of the contents of those records; and (vi) that the Fund will receive periodic reports with respect to the safekeeping of the Funds assets, including, but not limited to, notification of any transfer to or from the Fund's account or a third party account containing assets held for the benefit of the Fund. Such contract may contain, in lieu of any or all of the provisions specified in (i)-(vi) above, such other provisions that the Custodian determines will provide, in their entirety, the same or a greater level of care and protection for Fund assets as the specified provisions.
1.18 Written Instructions shall mean (i) written communications received by the Custodian and signed by an Authorized Person, (ii) communications by facsimile or Internet electronic e-mail or any other such system from one or more persons reasonably believed by the Custodian to be an Authorized Person, or (iii) communications between electronic devices.
ARTICLE II.
APPOINTMENT OF CUSTODIAN
2.01 Appointment. The Trust hereby appoints the Custodian as custodian of all Securities and cash owned by or in the possession of the Fund at any time during the period of this Agreement, on the terms and conditions set forth in this Agreement, and the Custodian hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement. The Trust hereby delegates to the Custodian, subject to Rule 17f-5(b), the responsibilities with respect to the Funds Foreign Securities, and the Custodian hereby accepts such delegation as foreign custody manager with respect to the Fund. The services and duties of the Custodian shall be confined to those matters expressly set forth herein, and no implied duties are assumed by or may be asserted against the Custodian hereunder.
2.02 Documents to be Furnished. The following documents, including any amendments thereto, will be provided contemporaneously with the execution of the Agreement to the Custodian by the Trust:
(a) A copy of the Trusts declaration of trust, certified by the Secretary;
(b) A copy of the Trusts bylaws, certified by the Secretary;
(c) A copy of the resolution of the Board of Trustees of the Trust appointing the Custodian, certified by the Secretary;
(d) A copy of the current prospectus of the Fund (the Prospectus);
(e) A certification of the Chairman or the President and the Secretary of the Trust setting forth the names and signatures of the current Officers of the Trust and other Authorized Persons; and
(f) An executed authorization required by the Shareholder Communications Act of 1985, attached hereto as Exhibit C.
2.03 Notice of Appointment of Transfer Agent. The Trust agrees to notify the Custodian in writing of the appointment, termination or change in appointment of any transfer agent of the Trust, except if the Trust appoints an affiliate of the Custodian to serve as transfer agent of the Trust, the Custodian hereby waives the Trusts obligation to provide such written notice.
ARTICLE III.
CUSTODY OF CASH AND SECURITIES
3.01 Segregation. All Securities and non-cash property held by the Custodian for the account of the Fund (other than Securities maintained in a Securities Depository, Eligible Securities Depository or Book-Entry System) shall be physically segregated from other Securities and non-cash property in the possession of the Custodian (including the Securities and non-cash property of the other series of the Trust, if applicable) and shall be identified as subject to this Agreement.
3.02 Fund Custody Accounts. As to each Fund, the Custodian shall open and maintain in its trust department a custody account in the name of the Fund, subject only to draft or order of the Custodian, in which the Custodian shall enter and carry all Securities, cash and other assets of such Fund which are delivered to it.
3.03 Appointment of Agents.
(a) In its discretion, the Custodian may appoint one or more Sub-Custodians to establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) Eligible Foreign Custodians that are members of the Sub-Custodians network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian.
(b) If, after the initial appointment of Sub-Custodians by the Board of Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Trust and make the necessary determinations as to any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act.
(c) In performing its delegated responsibilities as foreign custody manager to place or maintain the Funds assets with a Sub-Custodian, the Custodian will determine that the Funds assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Funds assets will be held by that Sub-Custodian, after considering all factors relevant to safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1).
(d) The agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act.
(e) At the end of each calendar quarter after the date of this Agreement, the Custodian shall provide written reports notifying the Board of Trustees of the withdrawal or placement of the Securities and cash of the Fund with a Sub-Custodian and of any material changes in the Funds arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable.
(f) With respect to its responsibilities under this Section 3.03, the Custodian hereby warrants to the Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence
of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States.
(g) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor on a continuing basis (i) the appropriateness of maintaining the Funds assets with a Sub-Custodian or Eligible Foreign Custodians who are members of a Sub-Custodians network; (ii) the performance of the contract governing the Funds arrangements with such Sub-Custodian or Eligible Foreign Custodians members of a Sub-Custodians network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. The Custodian must promptly notify the Fund or its investment adviser of any material change in these risks.
(h) The Custodian shall use commercially reasonable efforts to collect all income and other payments with respect to Foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Trust. In the event that extraordinary measures are required to collect such income, the Trust and Custodian shall consult as to the measurers and as to the compensation and expenses of the Custodian relating to such measures.
3.04 Delivery of Assets to Custodian. The Trust shall deliver, or cause to be delivered, to the Custodian all of the Fund's Securities, cash and other investment assets, including (i) all payments of income, payments of principal and capital distributions received by the Fund with respect to such Securities, cash or other assets owned by the Fund at any time during the period of this Agreement, and (ii) all cash received by the Fund for the issuance of Shares. The Custodian shall not be responsible for such Securities, cash or other assets until actually received by it.
3.05 Securities Depositories and Book-Entry Systems. The Custodian may deposit and/or maintain Securities of the Fund in a Securities Depository or in a Book-Entry System, subject to the following provisions:
(a) The Custodian, on an on-going basis, shall deposit in a Securities Depository or BookEntry System all Securities eligible for deposit therein and shall make use of such Securities Depository or Book-Entry System to the extent possible and practical in connection with its performance hereunder, including, without limitation, in connection with settlements of purchases and sales of Securities, loans of Securities, and deliveries and returns of collateral consisting of Securities.
(b) Securities of the Fund kept in a Book-Entry System or Securities Depository shall be kept in an account (Depository Account) of the Custodian in such Book-Entry System or Securities Depository which includes only assets held by the Custodian as a fiduciary, custodian or otherwise for customers.
(c) The records of the Custodian with respect to Securities of the Fund maintained in a Book-Entry System or Securities Depository shall, by book-entry, identify such Securities as belonging to the Fund.
(d) If Securities purchased by the Fund are to be held in a Book-Entry System or Securities
Depository, the Custodian shall pay for such Securities upon (i) receipt of advice from
the Book-Entry System or Securities Depository that such Securities have been transferred to the Depository Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund. If Securities sold by the Fund are held in a Book-Entry System or Securities Depository, the Custodian shall transfer such Securities upon (i) receipt of advice from the BookEntry System or Securities Depository that payment for such Securities has been transferred to the Depository Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Fund.
(e) The Custodian shall provide the Trust with copies of any report (obtained by the Custodian from a Book-Entry System or Securities Depository in which Securities of the Fund are kept) on the internal accounting controls and procedures for safeguarding Securities deposited in such Book-Entry System or Securities Depository.
(f) Notwithstanding anything to the contrary in this Agreement, the Custodian shall be liable to the Trust for any loss or damage to the Fund resulting from (i) the use of a Book-Entry System or Securities Depository by reason of any gross negligence or willful misconduct on the part of the Custodian or any Sub-Custodian, or (ii) failure of the Custodian or any Sub-Custodian to enforce effectively such rights as it may have against a Book-Entry System or Securities Depository. At its election, the Trust shall be subrogated to the rights of the Custodian with respect to any claim against a BookEntry System or Securities Depository or any other person from any loss or damage to the Fund arising from the use of such Book-Entry System or Securities Depository, if and to the extent that the Fund has not been made whole for any such loss or damage.
(g) With respect to its responsibilities under this Section 3.05 and pursuant to Rule 17f-4 under the 1940 Act, the Custodian hereby warrants to the Trust that it agrees to (i) exercise due care in accordance with reasonable commercial standards in discharging its duty as a securities intermediary to obtain and thereafter maintain such assets, (ii) provide, promptly upon request by the Trust, such reports as are available concerning the Custodians internal accounting controls and financial strength, and (iii) require any Sub-Custodian to exercise due care in accordance with reasonable commercial standards in discharging its duty as a securities intermediary to obtain and thereafter maintain assets corresponding to the security entitlements of its entitlement holders.
3.06 Disbursement of Moneys from Fund Custody Account. Upon receipt of Written
Instructions, the Custodian shall disburse moneys from the Fund Custody Account but only in the following cases:
(a) For the purchase of Securities for the Fund but only in accordance with Section 4.01 of this Agreement and only (i) in the case of Securities (other than options on Securities, futures contracts and options on futures contracts), against the delivery to the Custodian (or any Sub-Custodian) of such Securities registered as provided in Section 3.09 below or in proper form for transfer, or if the purchase of such Securities is effected through a Book-Entry System or Securities Depository, in accordance with the conditions set forth in Section 3.05 above; (ii) in the case of options on Securities, against delivery to the
Custodian (or any Sub-Custodian) of such receipts as are required by the customs prevailing among dealers in such options; (iii) in the case of futures contracts and options on futures contracts, against delivery to the Custodian (or any Sub-Custodian) of evidence of title thereto in favor of the Fund or any nominee referred to in Section 3.09 below; and (iv) in the case of repurchase or reverse repurchase agreements entered into between the Trust and a bank that is a member of the Federal Reserve System or between the Trust and a primary dealer in U.S. Government securities, against delivery of the purchased Securities either in certificate form or through an entry crediting the Custodian's account at a Book-Entry System or Securities Depository with such Securities;
(b) In connection with the conversion, exchange or surrender, as set forth in Section 3.07(f) below, of Securities owned by the Fund;
(c) For the payment of any dividends or capital gain distributions declared by the Fund;
(d) In payment of the repurchase price of Shares as provided in Section 5.01 below;
(e) For the payment of any expense or liability incurred by the Fund, including, but not limited to, the following payments for the account of the Fund: interest; taxes; administration, investment advisory, accounting, auditing, transfer agent, custodian, trustee and legal fees; and other operating expenses of the Fund; in all cases, whether or not such expenses are to be in whole or in part capitalized or treated as deferred expenses;
(f) For transfer in accordance with the provisions of any agreement among the Trust, the Custodian and a broker-dealer registered under the 1934 Act and a member of FINRA, relating to compliance with rules of the Options Clearing Corporation and of any registered national securities exchange (or of any similar organization or organizations) regarding escrow or other arrangements in connection with transactions by the Fund;
(g) For transfer in accordance with the provisions of any agreement among the Trust, the Custodian and a futures commission merchant registered under the Commodity
Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any contract market (or any similar organization or organizations) regarding account deposits in connection with transactions by the Fund;
(h) For the funding of any uncertificated time deposit or other interest-bearing account with any banking institution (including the Custodian), which deposit or account has a term of one year or less; and
(i) For any other proper purpose, but only upon receipt, in addition to Written Instructions, declaring such purpose to be a proper trust purpose, and naming the person or persons to whom such payment is to be made.
3.07 Delivery of Securities from Fund Custody Account. Upon receipt of Written
Instructions, the Custodian shall release and deliver, or cause the Sub-Custodian to release and deliver, Securities from the Fund Custody Account but only in the following cases:
(a) Upon the sale of Securities for the account of the Fund but only against receipt of payment therefor in cash, by certified or cashiers check or bank credit;
(b) In the case of a sale effected through a Book-Entry System or Securities Depository, in accordance with the provisions of Section 3.05 above;
(c) To an offerors depository agent in connection with tender or other similar offers for Securities of the Fund; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian;
(d) To the issuer thereof or its agent (i) for transfer into the name of the Fund, the Custodian or any Sub-Custodian, or any nominee or nominees of any of the foregoing, or (ii) for exchange for a different number of certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new Securities are to be delivered to the Custodian;
(e) To the broker selling the Securities, for examination in accordance with the street delivery custom;
(f) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the issuer of such Securities, or pursuant to provisions for conversion contained in such Securities, or pursuant to any deposit agreement, including surrender or receipt of underlying Securities in connection with the issuance or cancellation of depository receipts; provided that, in any such case, the new Securities and cash, if any, are to be delivered to the Custodian;
(g) Upon receipt of payment therefor pursuant to any repurchase or reverse repurchase agreement entered into by the Fund;
(h) In the case of warrants, rights or similar Securities, upon the exercise thereof, provided that, in any such case, the new Securities and cash, if any, are to be delivered to the Custodian;
(i) For delivery in connection with any loans of Securities of the Fund, but only against receipt of such collateral as the Trust shall have specified to the Custodian in Written Instructions;
(j) For delivery as security in connection with any borrowings by the Fund requiring a pledge of assets by the Trust, but only against receipt by the Custodian of the amounts borrowed;
(k) Pursuant to any authorized plan of liquidation, reorganization, merger, consolidation or recapitalization of the Trust;
(l) For delivery in accordance with the provisions of any agreement among the Trust, the Custodian and a broker-dealer registered under the 1934 Act and a member of FINRA, relating to compliance with the rules of the Options Clearing Corporation and of any registered national securities exchange (or of any similar organization or organizations) regarding escrow or other arrangements in connection with transactions by the Fund;
(m) For delivery in accordance with the provisions of any agreement among the Trust, the Custodian and a futures commission merchant registered under the Commodity
Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any contract market (or any similar organization or organizations) regarding account deposits in connection with transactions by the Fund;
(n) For any other proper corporate purpose, but only upon receipt , in addition to Written Instructions, specifying the Securities to be delivered, declaring such purpose to be a proper trust purpose, and naming the person or persons to whom delivery of such Securities shall be made; or
(o) To brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodians own gross negligence or willful misconduct.
3.08 Actions Not Requiring Written Instructions. Unless otherwise instructed by the Trust, the Custodian shall with respect to all Securities held for the Fund:
(a) Subject to Section 9.04 below, collect on a timely basis all income and other payments to which the Fund is entitled either by law or pursuant to custom in the securities business;
(b) Present for payment and, subject to Section 9.04 below, collect on a timely basis the amount payable upon all Securities that may mature or be called, redeemed, or retired, or otherwise become payable;
(c) Endorse for collection, in the name of the Fund, checks, drafts and other negotiable instruments;
(d) Surrender interim receipts or Securities in temporary form for Securities in definitive form;
(e) Execute, as custodian, any necessary declarations or certificates of ownership under the federal income tax laws or the laws or regulations of any other taxing authority now or hereafter in effect, and prepare and submit reports to the IRS and the Trust at such time, in such manner and containing such information as is prescribed by the IRS;
(f) Hold for the Fund, either directly or, with respect to Securities held therein, through a Book-Entry System or Securities Depository, all rights and similar Securities issued with respect to Securities of the Fund; and
(g) In general, and except as otherwise directed in Written Instructions, attend to all nondiscretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with Securities and other assets of the Fund.
(h) Important information related to ADRs and Preferential Tax Treatment: With respect to any ADRs the Fund may purchase and own and which the Custodian custodies on the Funds behalf, the Fund understands that the holding of American Depository Receipts
(ADRs) may require the disclosure of the beneficial ownership information (Name, Address, TIN/SSN, Share amount) by the Custodian to vendors, sub-custodians, or local tax authorities in foreign jurisdictions to avoid tax penalties and to obtain the most preferential tax treatment for the Fund. The Fund acknowledges and consents to any and all disclosures or releases of beneficial information, described above, by the Custodian to any third parties relating to ADRs and release, hold harmless, and indemnify the Custodian from any liability for doing so.
3.09 Registration and Transfer of Securities. All Securities held for the Fund that are issued or issuable only in bearer form shall be held by the Custodian in that form, provided that any such Securities shall be held in a Book-Entry System if eligible therefor. All other Securities held for the Fund may be registered in the name of the Fund, the Custodian, a Sub-Custodian or any nominee thereof, or in the name of a Book-Entry System, Securities Depository or any nominee of either thereof. The records of the Custodian with respect to the Trusts Foreign Securities that are maintained with a Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers shall identify those securities as belonging to the Fund. The Trust shall furnish to the Custodian appropriate instruments to enable the Custodian to hold or deliver in proper form for transfer, or to register in the name of any of the nominees referred to above or in the name of a Book-Entry System or Securities Depository, any Securities registered in the name of the Fund.
3.10 Records.
(a) The Custodian shall maintain complete and accurate records with respect to Securities, cash or other property held for the Fund, including (i) journals or other records of original entry containing an itemized daily record in detail of all receipts and deliveries of Securities and all receipts and disbursements of cash; (ii) ledgers (or other records) reflecting (A) Securities in transfer, (B) Securities in physical possession, (C) monies and Securities borrowed and monies and Securities loaned (together with a record of the collateral therefor and substitutions of such collateral), (D) dividends and interest received, and (E) dividends receivable and interest receivable; (iii) canceled checks and bank records related thereto; and (iv) all records relating to its activities and obligations under this Agreement. The Custodian shall keep such other books and records of the Fund as the Trust shall reasonably request, or as may be required by the 1940 Act, including, but not limited to, Section 31 of the 1940 Act and Rule 31a-2 promulgated thereunder.
(b) All such books and records maintained by the Custodian shall (i) be maintained in a form acceptable to the Trust and in compliance with the rules and regulations of the SEC, (ii) be the property of the Trust and at all times during the regular business hours
of the Custodian be made available upon request for inspection by duly authorized officers, employees or agents of the Trust and employees or agents of the SEC, and (iii) if required to be maintained by Rule 31a-1 under the 1940 Act, be preserved for the periods prescribed in Rules 31a-1 and 31a-2 under the 1940 Act.
3.11 Fund Reports by Custodian. The Custodian shall furnish the Trust with a daily activity statement and a summary of all transfers to or from each Fund Custody Account on the day following such transfers. At least monthly, the Custodian shall furnish the Trust with a detailed statement of the Securities and moneys held by the Custodian and the Sub-Custodians for the Fund under this Agreement.
3.12 Other Reports by Custodian. As the Trust may reasonably request from time to time, the Custodian shall provide the Trust with reports on the internal accounting controls and procedures for safeguarding Securities which are employed by the Custodian or any SubCustodian.
3.13 Proxies and Other Materials. The Custodian shall cause all proxies relating to Securities which are not registered in the name of the Fund to be promptly executed by the registered holder of such Securities, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Trust such proxies, all proxy soliciting materials and all notices relating to such Securities. With respect to the foreign Securities, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Trust acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Trust to exercise shareholder rights.
3.14 Information on Corporate Actions. The Custodian shall promptly deliver to the Trust all information received by the Custodian and pertaining to Securities being held by the Fund with respect to optional tender or exchange offers, calls for redemption or purchase, or expiration of rights. If the Trust desires to take action with respect to any tender offer, exchange offer or other similar transaction, the Trust shall notify the Custodian at least three Business Days prior to the date on which the Custodian is to take such action. The Trust will provide or cause to be provided to the Custodian all relevant information for any Security which has unique put/option provisions at least three Business Days prior to the beginning date of the tender period.
ARTICLE IV.
4.01 Purchase of Securities. Promptly upon each purchase of Securities for the Fund, Written Instructions shall be delivered to the Custodian, specifying (i) the name of the issuer or writer of such Securities, and the title or other description thereof, (ii) the number of shares, principal amount (and accrued interest, if any) or other units purchased, (iii) the date of purchase and settlement, (iv) the purchase price per unit, (v) the total amount payable upon such purchase, and (vi) the name of the person to whom such amount is payable. The Custodian shall upon receipt of such Securities purchased by the Fund pay out of the moneys held for the account of the Fund the total amount specified in such Written Instructions to the person named therein. The Custodian shall not be under any obligation to pay out moneys to cover the cost of a purchase of Securities for the Fund, if in the Fund Custody Account there is insufficient cash available to the Fund for which such purchase was made.
4.02 Liability for Payment in Advance of Receipt of Securities Purchased. In any and every case where payment for the purchase of Securities for the Fund is made by the Custodian in advance of receipt of the Securities purchased and in the absence of specified Written Instructions to so pay in advance, the Custodian shall be liable to the Fund for such payment.
4.03 Sale of Securities. Promptly upon each sale of Securities by the Fund, Written Instructions shall be delivered to the Custodian, specifying (i) the name of the issuer or writer of such Securities, and the title or other description thereof, (ii) the number of shares, principal amount (and accrued interest, if any), or other units sold, (iii) the date of sale and settlement, (iv) the sale price per unit, (v) the total amount payable upon such sale, and (vi) the person to whom such Securities are to be delivered. Upon receipt of the total amount payable to the Fund as specified in such Written Instructions, the Custodian shall deliver such Securities to the person specified in such Written Instructions. Subject to the foregoing, the Custodian may accept payment in such form as shall be satisfactory to it, and may deliver Securities and arrange for payment in accordance with the customs prevailing among dealers in Securities.
4.04 Delivery of Securities Sold. Notwithstanding Section 4.03 above or any other provision of this Agreement, the Custodian, when instructed to deliver Securities against payment, shall be entitled, if in accordance with generally accepted market practice, to deliver such Securities prior to actual receipt of final payment therefor. In any such case, the Fund shall bear the risk that final payment for such Securities may not be made or that such Securities may be returned or otherwise held or disposed of by or through the person to whom they were delivered, and the Custodian shall have no liability for any for the foregoing.
4.05 Payment for Securities Sold. In its sole discretion and from time to time, the Custodian may credit the Fund Custody Account, prior to actual receipt of final payment thereof, with (i) proceeds from the sale of Securities which it has been instructed to deliver against payment, (ii) proceeds from the redemption of Securities or other assets of the Fund, and (iii) income from cash, Securities or other assets of the Fund. Any such credit shall be conditional upon actual receipt by Custodian of final payment and may be reversed if final payment is not actually received in full. The Custodian may, in its sole discretion and from time to time, permit the Fund to use funds so credited to the Fund Custody Account in anticipation of actual receipt of final payment. Any such funds shall be repayable immediately upon demand made by the Custodian at any time prior to the actual receipt of all final payments in anticipation of which funds were credited to the Fund Custody Account.
4.06 Advances by Custodian for Settlement. The Custodian may, in its sole discretion and from time to time, advance funds to the Trust to facilitate the settlement of the Fund's transactions in the Fund Custody Account. Any such advance shall be repayable immediately upon demand made by Custodian.
4.07 Straight Through Processing.
(a) The Fund directs Custodian to process Fund-initiated cash and security instructions received by Custodian via online portal, SWIFT, secure file transfer protocol, or equivalent method in an automated, electronic process without manual review by Custodian (Straight Through Processing).
(b) The Fund (1) acknowledges and agrees that it is solely responsible for and assumes all risks and liabilities associated with instructions given to Custodian regarding any transactions eligible for Straight Through Processing and (2) understands that any nonrepetitive wire instructions concerning cash or securities to be transferred out of Custodian or to a different entity will be deemed not eligible for Straight Through Processing. Such non-repetitive wire instructions may be subject to a call back process in order to obtain further verification and/or additional authorized direction or other documentation as reasonably requested for verification purposes by Custodian.
ARTICLE V.
REDEMPTION OF FUND SHARES
5.01 Transfer of Funds. From such funds as may be available for the purpose in the relevant Fund Custody Account, and upon receipt of Written Instructions specifying that the funds are required to repurchase Shares of the Fund, the Custodian shall wire each amount specified in such Written Instructions to or through such bank or broker-dealer as the Trust may designate.
5.02 No Duty Regarding Paying Banks. Once the Custodian has wired amounts to a bank or broker-dealer pursuant to Section 5.01 above, the Custodian shall not be under any obligation to effect any further payment or distribution by such bank or broker-dealer.
ARTICLE VI.
SEGREGATED ACCOUNTS
Upon receipt of Written Instructions, the Custodian shall establish and maintain a segregated account or accounts for and on behalf of the Fund, into which account or accounts may be transferred cash and/or Securities, including Securities maintained in a Depository Account:
(a) in accordance with the provisions of any agreement among the Trust, the Custodian and a broker-dealer registered under the 1934 Act and a member of FINRA (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of the Options Clearing Corporation and of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund;
(b) for purposes of segregating cash or Securities in connection with securities options purchased or written by the Fund or in connection with financial futures contracts (or options thereon) purchased or sold by the Fund;
(c) which constitute collateral for loans of Securities made by the Fund;
(d) for purposes of compliance by the Fund with requirements under the 1940 Act for the maintenance of segregated accounts by registered investment companies in connection with reverse repurchase agreements and when-issued, delayed delivery and firm commitment transactions; and
(e) for other proper trust purposes, but only upon receipt of Written Instructions, setting forth the purpose or purposes of such segregated account and declaring such purposes to be proper trust purposes.
Each segregated account established under this Article VI shall be established and maintained for the Fund only. All Written Instructions relating to a segregated account shall specify the Fund.
ARTICLE VII.
COMPENSATION OF CUSTODIAN
7.01 Compensation. The Custodian shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit B hereto (as amended from time to time). The Custodian shall also be compensated for such miscellaneous expenses (e.g., telecommunication charges, postage and delivery charges, and reproduction charges) as are reasonably incurred by the Custodian in performing its duties hereunder. The Trust shall pay all such fees and reimbursable expenses within 30 calendar days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute. The Trust shall notify the Custodian in writing within 30 calendar days following receipt of each invoice if the Trust is disputing any amounts in good faith. The Trust shall pay such disputed amounts within 10 calendar days of the day on which the parties agree to the amount to be paid. With the exception of any fee or expense the Trust is disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge of 1% per month after the due date. Notwithstanding anything to the contrary, amounts owed by the Trust to the Custodian shall only be paid out of the assets and property of the particular Fund involved.
7.02 Overdrafts. The Trust is responsible for maintaining an appropriate level of short term cash investments to accommodate cash outflows. The Trust may obtain a formal line of credit for potential overdrafts of its custody account. In the event of an overdraft or in the event the line of credit is insufficient to cover an overdraft, the overdraft amount or the overdraft amount that exceeds the line of credit will be charged in accordance with the fee schedule set forth on Exhibit B hereto (as amended from time to time)
ARTICLE VIII.
REPRESENTATIONS AND WARRANTIES
8.01 Representations and Warranties of the Trust. The Trust hereby represents and warrants to the Custodian, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
(a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
(b) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and
(c) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
(d) It, on behalf of itself and any of its agents and/or intermediaries who may initiate and deliver Straight Through Processing instruction(s) to Custodian and its operations group, has been granted the authority to provide the direction as required hereunder, and that such instruction meets all applicable requirements hereunder.
8.02 Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
(a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
(b) It is a U.S. Bank as defined in section (a)(7) of Rule 17f-5.
(c) This Agreement has been duly authorized, executed and delivered by the Custodian in accordance with all requisite action and constitutes a valid and legally binding obligation of the Custodian, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and
(d) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
ARTICLE IX.
9.01 Standard of Care. The Custodian shall exercise reasonable care in the performance of its duties under this Agreement. The Custodian shall not be liable for any error of judgment, mistake of law, shareholder fraud, or for any loss suffered by the Trust in connection with its duties under this Agreement, except a loss arising out of or relating to the Custodians (or a SubCustodians) refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement) or from its (or a Sub-Custodians) bad faith, gross negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). The Custodian shall be entitled to rely on and may act upon advice of counsel on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall promptly notify the Trust of any action taken or omitted by the Custodian pursuant to advice of counsel.
9.02 Actual Collection Required. The Custodian shall not be liable for, or considered to be the custodian of, any cash belonging to the Fund or any money represented by a check, draft or other instrument for the payment of money, until the Custodian or its agents actually receive such cash or collect on such instrument.
9.03 No Responsibility for Title, etc. So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received or delivered by it pursuant to this Agreement.
9.04 Limitation on Duty to Collect. Custodian shall not be required to enforce collection, by legal means or otherwise, of any money or property due and payable with respect to Securities held for the Fund if such Securities are in default or payment is not made after due demand or presentation.
9.05 Reliance Upon Documents and Instructions. The Custodian shall be entitled to rely upon any certificate, notice or other instrument in writing received by it and reasonably believed by it to be genuine. The Custodian shall be entitled to rely upon any Written Instructions actually received by it pursuant to this Agreement.
9.06 Cooperation. The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the Trust to keep the books of account of the Fund and/or compute the value of the assets of the Fund. The Custodian shall take all such reasonable actions as the Trust may from time to time request to enable the Trust to obtain, from year to year, favorable opinions from the Trust's independent accountants with respect to the Custodian's activities hereunder in connection with (i) the preparation of the Trust's reports on Form N-SAR, Form N-CSR and any other reports required by the SEC or any future registration statement on Form N-2, and (ii) the fulfillment by the Trust of any other requirements of the SEC.
ARTICLE X.
INDEMNIFICATION
10.01 Indemnification by Trust. The Trust shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an Indemnified Party and collectively, the Indemnified Parties) from and against any and all claims, demands, losses, reasonable expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian
(a) at the request or direction of or in reliance on the advice of the Trust, (b) upon Written Instructions, (c) for processing any transaction using Straight Through Processing, or (d) processing any transaction subsequently determined to be fraudulent by the Trust or Fund as a result of Straight Through Processing, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such SubCustodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, gross negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Trust, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms
Custodian and Sub-Custodian shall include their respective directors, officers and employees.
10.02 Indemnification by Custodian. The Custodian shall indemnify and hold harmless the Trust from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising directly or indirectly out of any action taken or omitted to be taken by an Indemnified Party as a result of the Indemnified Partys refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, gross negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Custodian, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term Trust shall include the Trusts trustees, officers and employees.
10.03 Security. If the Custodian advances cash or Securities to the Fund for any purpose, either at the Trust's request or as otherwise contemplated in this Agreement, or in the event that the Custodian or its nominee incurs, in connection with its performance under this Agreement, any claim, demand, loss, expense or liability (including reasonable attorneys' fees) (except such as may arise from its or its nominee's bad faith, gross negligence or willful misconduct), then, in any such event, any property at any time held for the account of the Fund shall be security therefor, and should the Fund fail promptly to repay or indemnify the Custodian, the Custodian shall be entitled to utilize available cash of such Fund and to dispose of other assets of such Fund to the extent necessary to obtain reimbursement or indemnification.
10.04 Miscellaneous.
(a) Neither party to this Agreement shall be liable to the other party for consequential, special or punitive damages under any provision of this Agreement.
(b) The indemnity provisions of this Article shall indefinitely survive the termination and/or assignment of this Agreement.
(c) In order that the indemnification provisions contained in this Article X shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation that presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim that may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Article X. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitors prior written consent.
ARTICLE XI.
Neither the Custodian nor the Trust shall be liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; acts of terrorism; sabotage; strikes; epidemics; riots; power failures; computer failure and any such circumstances beyond its reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation; provided, however, that in the event of a failure or delay, the Custodian (i) shall not discriminate against the Fund in favor of any other customer of the Custodian in making computer time and personnel available to input or process the transactions contemplated by this Agreement, and (ii) shall use its best efforts to ameliorate the effects of any such failure or delay.
ARTICLE XII.
12.01 The Custodian agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of the Trust, all non-public records and other information relative to the Trust and prior, present, or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Custodian may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted governmental or regulatory authorities with jurisdiction over the Custodian, provided that the Custodian will promptly report such disclosure to the Trust if disclosure is permitted by applicable law, rule or regulation, or (iii) when so requested in writing by the Trust. Records and other information which have become known to the public through no wrongful act of the Custodian or any of its employees, agents or representatives, and information that was already in the possession of the Custodian prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph.
12.02 Further, the Custodian will adhere to the privacy policies adopted by the Trust pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time. The Custodian shall maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.
12.03 The Trust agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of the Custodian, all non-public information relative to the Custodian (including, without limitation, information regarding the Custodians pricing, products, services, customers, suppliers, financial statements, processes, know-how, trade secrets, market opportunities, past, present or future research, development or business plans, affairs, operations, systems, computer software in source code and object code form, documentation, techniques, procedures, designs, drawings, specifications, schematics, processes and/or intellectual property), and to not use such information for any purpose other than in connection with the services provided under this Agreement, except (i) after prior notification to and approval in writing by the Custodian, which approval shall not be unreasonably withheld and may not be withheld where the Trust may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted governmental or regulatory authorities with jurisdiction over the Trust, provided that the Trust will promptly report such disclosure to the Custodian if disclosure is permitted by applicable law, rule or regulation, or (iii) when so requested in writing by the Custodian. Information which has become known to the public through no wrongful act of the Trust or any of its employees, agents or representatives, and information that was already in the possession of the Trust prior to receipt thereof from the Custodian, shall not be subject to this paragraph.
12.04 Notwithstanding anything herein to the contrary, (i) the Trust shall be permitted to disclose the identity of the Custodian as a service provider, redacted copies of this Agreement, and such other information as may be required in the Trusts registration or offering documents, or as may otherwise be required by applicable law, rule, or regulation, (ii) the Custodian shall be permitted to include the name of the Trust in lists of representative clients in due diligence questionnaires, RFP responses, presentations, and other marketing and promotional purposes, (iii) each party agrees that it will not use such confidential or proprietary information other than as described in this Agreement, and (iv) each party agrees that will not disclose such confidential or proprietary information to any other person, other than those persons agreed to in this Agreement who reasonably have a need to know such confidential or proprietary information and who are under an obligation of confidentiality consistent with the terms of this Agreement.
12.05 This Article shall survive the termination of this Agreement.
ARTICLE XIII.
13.01 Effective Period. This Agreement shall become effective as of the last date on the signature page and will continue in effect for a period of three (3) years.
13.02 Termination.
(a) Following the initial term, this Agreement shall automatically renew for successive one (1) year terms unless either party provides written notice at least 90 days prior to the end of the then current term that it will not be renewing the Agreement.
(b) Subject to Section 13.03, this Agreement may be terminated by either party (in whole or with respect to one or more Funds) upon giving 90 days prior written notice to the other party or such shorter notice period as is mutually agreed upon by the parties.
(c) The Custodian may terminate this Agreement immediately (in whole or with respect to one or more Funds) if the continued service of such Funds or the Trust would cause the Custodian or any of its affiliates to be in violation of any applicable law, rule, regulation, or order of any governmental, regulatory or judicial authority of competent jurisdiction, provided that in such event the Custodian shall, to the extent it is legally permitted and able to do so, provide reasonable assistance to transition such Funds or the Trust to a successor service provider.
(d) This Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party.
(e) The Trust may, at any time, immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by regulatory authorities or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction.
13.03 Early Termination. In the absence of any material breach of this agreement, should the Trust elect to terminate this Agreement (in whole or with respect to one or more Funds) prior to the end of the then current term, the Trust agrees to pay the following fees:
a) All monthly fees through the life of the Agreement, including the repayment of any negotiated discounts (provided that no such fees shall be paid with respect to any Fund following the liquidation of such Fund);
b) All miscellaneous fees associated with converting services to a successor service provider;
c) All fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider;
d) All miscellaneous costs associated with a) through c) above.
13.04 Appointment of Successor Custodian. If a successor custodian shall have been appointed by the Board of Trustees, the Custodian shall, upon receipt of a notice of acceptance by the successor custodian, on such specified date of termination (i) deliver directly to the successor custodian all Securities (other than Securities held in a Book-Entry System or Securities Depository) and cash then owned by the Fund and held by the Custodian as custodian, and (ii) transfer any Securities held in a Book-Entry System or Securities Depository to an account of or for the benefit of the Fund at the successor custodian, provided that the Trust shall have paid to the Custodian all fees, expenses and other amounts to the payment or reimbursement of which it shall then be entitled. In addition, the Custodian shall, at the expense of the Trust, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by the Custodian under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the form in which the Custodian has maintained the same, the Trust shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from the Custodians personnel in the establishment of books, records, and other data by such successor. Upon such delivery and transfer, the Custodian shall be relieved of all obligations under this Agreement.
13.05 Failure to Appoint Successor Custodian. If a successor custodian is not designated by the Trust on or before the date of termination of this Agreement, then the Custodian shall have the right to deliver to a bank or trust company of its own selection, which bank or trust company (i) is a bank as defined in the 1940 Act, and (ii) has aggregate capital, surplus and undivided profits as shown on its most recent published report of not less than $25 million, all Securities, cash and other property held by the Custodian under this Agreement and to transfer to an account of or for the Fund at such bank or trust company all Securities of the Fund held in a Book-Entry System or Securities Depository. Upon such delivery and transfer, such bank or trust company shall be the successor custodian under this Agreement and the Custodian shall be relieved of all obligations under this Agreement. In addition, under these circumstances, all books, records and other data of the Trust shall be returned to the Trust.
ARTICLE XIV.
CLASS ACTIONS
The Custodian shall use its best efforts to identify and file claims for the Fund(s) involving any class action litigation that impacts any security the Fund(s) may have held during the class period. The Trust agrees that the Custodian may file such claims on its behalf and understands that it may be waiving and/or releasing certain rights to make claims or otherwise pursue class action defendants who settle their claims. Further, the Trust acknowledges that there is no guarantee these claims will result
in any payment or partial payment of potential class action proceeds and that the timing of such payment, if any, is uncertain.
However, the Trust may instruct the Custodian to distribute class action notices and other relevant documentation to the Fund(s) or its designee and, if it so elects, will relieve the Custodian from any and all liability and responsibility for filing class action claims on behalf of the Fund(s).
ARTICLE XV.
15.01 Compliance with Laws. The Trust has and retains primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, the Sarbanes-Oxley Act of 2002, the USA Patriot Act of 2001 and the policies and limitations of the Fund relating to its portfolio investments as set forth in its prospectus and statement of additional information on Form N-2. The Custodians services hereunder shall not relieve the Trust of its responsibilities for assuring such compliance or the Board of Trustees oversight responsibility with respect thereto. The Trust shall immediately notify the Custodian if the investment strategy of any Fund materially changes or deviates from the investment strategy disclosed in the current prospectus, or if it (or any Fund) becomes subject to any new law, rule, regulation, or order of a governmental or judicial authority of competent jurisdiction that materially impacts the operations of the Trust or any Fund or the services provided under this Agreement. Further, the Trust agrees that it complies with any and all applicable local, state, federal, and international data protection laws, and confirms necessary and appropriate consents, disclosures and notices are in place to enable collection and processing of personal data by the Custodian. The Custodians functions hereunder shall not relieve the Trust of their primary day-to-day responsibility for assuring such compliance.
15.02 Amendment. This Agreement may not be amended or modified in any manner except by written agreement executed by the Custodian and the Trust, and authorized or approved by the Board of Trustees.
15.03 Assignment. This Agreement shall extend to and be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Trust without the written consent of the Custodian, or by the Custodian without the written consent of the Trust accompanied by the authorization or approval of the Board of Trustees.
15.04 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to conflicts of law principles. To the extent that the applicable laws of the State of Minnesota, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the SEC thereunder.
15.05 No Agency Relationship. Nothing herein contained shall be deemed to authorize or empower either party to act as agent for the other party to this Agreement, or to conduct business in the name, or for the account, of the other party to this Agreement.
15.06 Services Not Exclusive. Nothing in this Agreement shall limit or restrict the Custodian from providing services to other parties that are similar or identical to some or all of the services provided hereunder.
15.07 Invalidity. Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.
15.08 Notices. Any notice required or permitted to be given by either party to the other shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service, or three days after sent by registered or certified mail, postage prepaid, return receipt requested, or on the date sent and confirmed received by facsimile transmission to the other partys address set forth below:
Notice to the Custodian shall be sent to:
U.S. Bank National Association
Lunken Operations Center
CN-OH-L2GL
5065 Wooster Rd
Cincinnati, Ohio 45226
Attn: Global Fund Custody Support Services
Fax: 844.206.1025
Email: Trust.-.Fund.Custody.Conversion.Team@usbank.com
Notice to the Trust shall be sent to:
Corgi ETF Trust I
473 Pine Street, Floor 5
San Francisco, CA 94104
15.09 Multiple Originals. This Agreement may be executed on two or more counterparts, each of which when so executed shall be deemed an original, but such counterparts shall together constitute but one and the same instrument.
15.10 No Waiver. No failure by either party hereto to exercise, and no delay by such party in exercising, any right hereunder shall operate as a waiver thereof. The exercise by either party hereto of any right hereunder shall not preclude the exercise of any other right, and the remedies provided herein are cumulative and not exclusive of any remedies provided at law or in equity.
15.11 References to Custodian. The Trust shall not circulate any written material that contains any reference to the Custodian without the prior written approval of the Custodian, excepting written material contained in the Prospectus or statement of additional information for the Fund and such other written material as merely identifies the Custodian as custodian for the Fund. The Trust shall submit written material requiring approval to the Custodian in draft form, allowing sufficient time for review by the Custodian and its counsel prior to any deadline for publication.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer on one or more counterparts as of the last date written below.
CORGI ETF TRUST I U.S. BANK NATIONAL ASSOCIATION
By:__/s/ Emily Yuan______________ By:_/s/ Greg Farley_________________
Name: Emily Yuan Name: Greg Farley
Title: President Title: Senior Vice President
Date: October 12, 2025 Date: 10/16/2025
EXHIBIT A
Custody Agreement
Separate Series of Corgi ETF Trust I
Name of Series
Founder-Led ETF
Custody Agreement Fee Schedule
The following reflects the greater of the basis point fee or annual minimum where Corgi Strategies, LLC (the Adviser) acts as investment adviser to the fund(s) in the same registered investment company.
Annual Minimum per Fund1 Basis Points on Trust AUM1
$5,000 First $1b 0.75 bp
Balance 0.50 bp
See Appendix C for Services and Associated Fees in addition to Base Fee
See Appendix D for Global Sub-Custodial Services & Safekeeping Services in addition to the Base Fee
Once a Fund is operational, should this service agreement with U.S. Bank be terminated prior to the end of the initial two-year period, Adviser will be responsible for the balance of the minimum fees for the remainder of the initial two-year period. Following the initial two-year period, this fee schedule will automatically renew (unless otherwise amended or terminated) for successive two-year periods, and should this service agreement with U.S. Bank be terminated prior to the end of such a two-year period, Adviser will be responsible for the balance of the minimum fees for the remainder of such twoyear period.
Additional services not included herein shall be mutually agreed upon at the time of the service being added. In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new derivatives risk management and reporting requirements).
1 Subject to annual CPI increase: All Urban Consumers U.S. City Average index, provided that the CPI adjustment will not decrease the base fees (even if the cumulative CPI rate at any point in time is negative).
All annual fees described in this fee schedule (including appendices) are calculated pro rata and billed monthly.
Custody Services in addition to the Base Fee
$4.00 Book entry DTC transaction, Federal Reserve transaction, principal paydown
$7.00 Repurchase agreement, reverse repurchase agreement, time deposit/CD or other nondepository transaction
$8.00 Option/SWAPS/future contract written, exercised or expired
$15.00 Mutual fund trade, Margin Variation Wire and outbound Fed wire
$50.00 Physical security transaction
$5.00 Check disbursement (waived if U.S. Bancorp is Administrator)
$20 Manual instructions fee. (Additional Per Securities and Cash Transactions) $20 Cancellation/Repair fee. (Additional Per Securities and Cash Transactions) $15 Per Non-USD wire.
$30 Per 3rd party FX settled at U.S. Bank
$25 Monthly charge on zero valued securities (Per ISIN) $20 Per Proxy Vote cast.
$25 Dormant account fee (one year no activity)
A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
1 Sponsor trades are defined as any trades put through the Portfolio, on behalf of the Fund by any portfolio manager/sub advisor and their affiliates authorized by the BOT to act on behalf of the Fund, outside of the create/redeem process. Cash-in-Lieu proceeds received as part of the create/redeem process, and their related transactions are not considered to be Sponsor trades.
All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges, negative interest charges and extraordinary expenses based upon complexity.
Additional Services
Additional fees apply for global servicing. Fund of Fund expenses quoted separately.
$600 per custody sub account per year (e.g., per sub adviser, segregated account, etc.)
Class Action Services $25 filing fee per class action per account, plus 3% of gross proceeds, up to a maximum per recovery not to exceed $3,000.
No charge for the initial conversion free receipt if fund is converting from another service provider.
$50 per SMA converting into the fund
Overdrafts charged to the account at prime interest rate plus 2%, unless a line of credit is in place
Third Party lending - Additional fees will apply
Additional Global Sub-Custodial Services Annual Fee Schedule
A monthly base fee of $500 per fund will apply when foreign securities are held. If no global assets are held within a given month, the monthly base charge will not apply for that month. In addition, the follow may apply. Safekeeping and transaction fees are assessed on security and currency transactions.
Global Custody transaction fees associate with Sponsor Trades2. (See schedule below)
A transaction is defined as any purchase/sale, free receipt / free delivery, maturity, tender or exchange of a security.
Global Custody Tax Reclamation Services:
Global Filing: $500 per annum
U.S. Domestic Filing: $250 per annum (Only ADRs)
3rd Party Tax Service Provider: $15,000 per annum (does not include out of pocket expenses incurred in the fulfillment of requests from the 3rd party)
Any client who does not elect for U.S. Bank Global Custody/3rd Party Tax Services, but elects to pursue relief themselves, would be charged for out of pocket expenses incurred in the fulfillment of the requests.
Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications, recurring administration fees, negative interest charges, overdraft charges or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.
A surcharge may be added to certain miscellaneous expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.
SWIFT reporting and message fees.
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Country |
Safekeeping (BPS) |
Transaction fee |
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Country |
Safekeeping (BPS) |
Transaction fee |
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Country |
Safekeeping (BPS) |
Transaction fee |
|
Argentina |
18.00 |
$30 |
Hong Kong |
1.75 |
$18 |
Poland |
8.00 |
$25 |
||
|
Australia |
1.50 |
$15 |
Hungary |
18.00 |
$55 |
Portugal |
3.00 |
$10 |
||
|
Austria |
1.70 |
$12 |
Iceland |
15.00 |
$48 |
Qatar |
38.00 |
$115 |
||
|
Bahrain |
42.00 |
$115 |
India |
7.00 |
$40 |
Romania |
30.00 |
$85 |
||
|
Bangladesh |
18.00 |
$110 |
Indonesia |
6.00 |
$52 |
Russia |
12.00 |
$175 |
||
|
Belgium |
1.00 |
$8 |
Ireland |
1.00 |
$3 |
Saudi Arabia |
30.00 |
$75 |
||
|
Bermuda |
15.00 |
$55 |
Israel |
10.00 |
$26 |
Serbia |
60.00 |
$165 |
||
|
Botswana |
24.00 |
$45 |
Italy |
1.00 |
$10 |
Singapore |
1.35 |
$22 |
||
|
Brazil |
7.00 |
$15 |
Japan |
1.00 |
$6 |
Slovakia |
20.00 |
$90 |
||
|
Bulgaria |
24.00 |
$68 |
Jordan |
40.00 |
$125 |
Slovenia |
20.00 |
$90 |
||
|
Canada |
1.20 |
$6 |
Kenya |
28.00 |
$42 |
South Africa |
1.75 |
$12 |
||
|
Chile |
13.00 |
$40 |
Kuwait |
38.00 |
$110 |
South Korea |
3.00 |
$12 |
||
|
China Connect |
18.00 |
$20 |
Latvia |
15.00 |
$65 |
Spain |
1.00 |
$10 |
||
|
China (B Shares) |
10.00 |
$42 |
Lithuania |
15.00 |
$45 |
Sri Lanka |
11.00 |
$70 |
||
|
Colombia |
30.00 |
$50 |
Luxembour g |
1.25 |
$20 |
Sweden |
1.25 |
$10 |
||
|
Costa Rica |
15.00 |
$55 |
Malaysia |
3.00 |
$35 |
Switzerland |
1.25 |
$12 |
||
|
Croatia |
18.00 |
$55 |
Malta |
20.00 |
65 |
Taiwan |
8.00 |
$43 |
||
|
Cyprus |
4.00 |
$20 |
Mauritius |
28.00 |
$90 |
Tanzania |
45.00 |
$150 |
||
|
Czech Republic |
12.00 |
$25 |
Mexico |
2.50 |
$12 |
Thailand |
3.00 |
$25 |
||
|
Denmark |
1.25 |
$10 |
Morocco |
28.00 |
$68 |
Tunisia |
38.00 |
$42 |
||
|
Egypt |
18.00 |
$50 |
Namibia |
30.00 |
$45 |
Turkey |
9.00 |
$12 |
||
|
Estonia |
6.00 |
$25 |
Netherlands |
1.25 |
$8 |
UAE |
35.00 |
$105 |
||
|
Euroclear (Eurobonds) |
1.00 |
$10 |
New Zealand |
1.50 |
$22 |
Uganda |
40.00 |
$90 |
||
|
Euroclear (NonEurobonds) |
Rates are available upon request |
Rates are available upon request |
Nigeria |
28.00 |
$38 |
Ukraine |
30.00 |
$50 |
||
|
Finland |
1.50 |
$10 |
Norway |
1.25 |
$10 |
United Kingdom |
1.00 |
$3 |
||
|
France |
1.00 |
$8 |
Oman |
42.00 |
$100 |
Uruguay |
45.00 |
$55 |
||
|
Germany |
1.00 |
$8 |
Pakistan |
24.00 |
$75 |
Vietnam |
20.00 |
$80 |
||
|
Ghana |
25.00 |
$40 |
Panama |
65.00 |
$98 |
West African Economic Monetary Union (WAEMU)* |
38.00 |
$130 |
||
|
Greece |
4.00 |
$20 |
Peru |
30.00 |
$60 |
Zambia |
28.00 |
$45 |
||
|
Philippines |
3.50 |
$38 |
Zimbabwe |
28.00 |
$45 |
*Transaction Fee includes: Receive Versus Payment (RVP), Delivery Versus Payment (DVP), FREE REC, and FREE DEL activity related to securities settlement within U.S. Bank sub-custodian network
Non Eurobonds rate sheet below rate is applied on ISINs held at Euroclear plus (in addition to standard 1 basis point charge.) Non Eurobond rate is calculated on any ISIN code listed below held at Euroclear at month end.
|
Market |
Non Eurobond ISIN code |
Non Eurobond Rate ISINs held at EOC* |
|
ARGENTINA |
AR |
15 |
|
AUSTRALIA |
AU |
2 |
|
BELGIUM |
BE |
2 |
|
CANADA |
CA |
2 |
|
CHILE |
CL |
9 |
|
CZECH REPUBLIC |
CZ |
10 |
|
DENMARK |
DK |
3 |
|
FINLAND |
FI |
3.5 |
|
FRANCE |
FR |
1.5 |
|
GERMANY |
DE |
2 |
|
GREECE |
GG |
35 |
|
HOLLAND |
NL |
1.5 |
|
HONG KONG |
HK |
1.5 |
|
HUNGARY |
HU |
10 |
|
ISRAEL |
IL |
17 |
|
ITALY |
IT |
2.5 |
|
JAPAN |
JP |
3 |
|
LUXEMBOURG |
LU |
1.5 |
|
MEXICO |
MX |
6 |
|
NEWZEALAND |
NZ |
2 |
|
NORWAY |
NO |
5 |
|
PERU |
PE |
9 |
|
POLAND |
PL |
10 |
|
PORTUGAL |
PT |
5 |
|
ROMANIA |
RO |
11 |
|
RUSSIA |
RU |
10 |
|
SINGAPORE |
SG |
2 |
|
SLOVAK REPUBLIC |
SK |
10 |
|
SLOVENIA |
SI |
10 |
|
SPAIN |
ES |
3 |
|
SOUTH-AFRICA |
ZA |
2 |
|
SWEDEN |
SE |
3 |
|
SWITZERLAND |
CH |
3 |
|
THAILAND |
TH |
8 |
|
UNITED KINGDOM |
GB |
2 |
|
UNITED STATES |
US |
3 |
SHAREHOLDER COMMUNICATIONS ACT AUTHORIZATION
CORGI ETF TRUST I
The Shareholder Communications Act of 1985 requires banks and trust companies to make an effort to permit direct communication between a company which issues securities in the U.S. and the shareholder who votes those securities.
Unless you specifically require us to NOT release your name and address to requesting companies, we are required by law to disclose your name and address.
Your yes or no to disclosure will apply to all U.S. securities Custodian holds for you now and in the future, unless you change your mind and notify us in writing. A no election may prevent Custodian from obtaining, on your behalf, the most favorable tax rate for American Depository Receipts (ADRs) held in your account.
____X__ YES U.S. Bank is authorized to provide the
Trusts name, address and security position to requesting companies whose stock is owned by the Trust.
______ NO U.S. Bank is NOT authorized to provide the
Trusts name, address and security position to requesting companies whose stock is owned by the Trust.
By: ____________________________
Name: Emily Yuan
Title: President
Date: October 12, 2025
[1] Sponsor trades are defined as any trades put through the Portfolio, on behalf of the Fund by any portfolio manager/sub advisor and their affiliates authorized by the BOT to act on behalf of the Fund, outside of the create/redeem process. Cash-in-Lieu proceeds received as part of the create/redeem process, and their related transactions are not considered to be Sponsor trades.
This Fund Servicing Agreement (this Agreement) is made and entered into effective as of the last day written on the signature page by and between CORGI ETF TRUST I, a Delaware statutory trust (the Trust) and U.S. BANCORP FUND SERVICES, LLC (d/b/a U.S. Bank Global Fund Services), a Wisconsin limited liability company (USBGFS).
WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company, and is authorized to issue shares of beneficial interest in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and
WHEREAS, USBGFS is, among other things, in the business of providing administration, accounting, and transfer agency functions for the benefit of its customers; and
WHEREAS, the Trust desires to retain USBGFS to provide certain services, as expressly delineated and limited herein, to each mutual fund series (Fund Series) and each exchange traded fund series (ETF Series) of the Trust listed on Exhibit A hereto (as amended from time to time) (collectively, the Funds); and
WHERAS, each ETF Series issues shares of beneficial interest (Shares) for each ETF Series. The Shares shall be created and redeemed in bundles called Creation Units. The Trust, on behalf of the ETF Series, shall create and redeem Shares of each ETF Series only in Creation Units principally in kind or in cash for portfolio securities of the particular ETF Series (Deposit Securities), as more fully described in the current prospectus and statement of additional information of a ETF Series, included in the Trusts registration statement on Form N-1A; and as authorized under the Order of Exemption granted by the Securities and Exchange Commission. Only brokers or dealers that are Authorized Participants and that have entered into an Authorized Participant Agreement with the ETF Series Distributor (the Distributor), acting on behalf of the Trust, shall be authorized to create and redeem Shares in Creation Units from the Trust. The Trust wishes to engage USBGFS to perform certain services on behalf of the Trust with respect to the creation and redemption of Shares, as the Trusts agent, namely to provide transfer agent services for Shares of each ETF Series; and to act as Index Receipt Agent (as such term is defined in the rules of the National Securities Clearing Corporation (NSCC)) with respect to the settlement of trade orders with Authorized Participants. The Trust has engaged U.S. Bank, National Association (the Custodian) to provide custody services under the terms of a Custody Agreement, as supplemented hereby, for the settlement of Creation Units against Deposit Securities and/or cash that shall be delivered by Authorized Participants in exchange for
Shares and the redemption of Shares in Creation Unit size against the delivery of Redemption Securities and/or cash of each ETF Series. The Trust will ordinarily issue for purchase and redeem Shares only in aggregations of Shares known as Creation Units (at least 25,000 Shares) principally in kind or in cash. The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York (DTC), or its nominee Cede & Company, will be the registered owner (the Shareholder) of all Shares.
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
1. Appointment of USBGFS as Service Provider.
a. The Trust hereby appoints USBGFS as a service provider to the Trust on the terms and conditions set forth in this Agreement, and USBGFS hereby accepts such appointment and agrees to perform the services and duties set forth on Exhibit B (the Services) in accordance with the terms and conditions of this Agreement. The services and duties of USBGFS shall be confined to those matters expressly set forth herein, and no implied duties are assumed by or may be asserted against USBGFS hereunder.
b. USBGFS shall not be bound by any Trust policies or procedures, or changes thereto, that purport to impose any additional duties, obligations, or care on USBGFS other than as expressly set forth herein, or that purport to affect in any way the Services or the manner in which they are provided.
c. The Services set forth herein may not be modified or enlarged by implication or course of dealing between the Parties.
d. USBGFS may use its affiliates to provide any of the Services. Any such affiliate shall be held to the same standard of care as USBGFS would be under this Agreement, and USBGFS shall be responsible for the provision of such Services to the same extent as if provided by USBGFS. The Trust consents to the use of such affiliates and to USBGFS providing to such affiliates any information regarding the Trust or its shareholders as may be required to provide such Services.
e. USBGFS reserves the right to make changes from time to time, as it deems advisable, relating to its systems, programs, rules, operating schedules and equipment.
f. The Trust or its agent shall furnish to USBGFS the data necessary to perform the
Services described herein at such times and in such form as mutually agreed upon.
g. The Trust may from time-to-time request that USBGFS modify its internal operating procedures with respect to the provision of the Services, which request shall be provided in writing by a duly authorized officer of the Trust or by any other person authorized by the Trust to provide such request. USBGFS is under no obligation to agree to such modifications. If USBGFS agrees to comply with such request, then it shall be entitled to follow such modified operating procedure without further inquiry or diligence, and its actions or inactions in connection with following such modified operated procedures shall be deemed to be within its standard of care under Section 10 for all purposes.
2. Compensation.
USBGFS shall be compensated for providing the Services in accordance with the fee schedule set forth on Exhibit C hereto (as amended from time to time). USBGFS shall also be reimbursed for such miscellaneous expenses set forth in Exhibit C hereto as are reasonably incurred by USBGFS in performing its duties hereunder. The Trust shall pay all such fees and reimbursable expenses within thirty (30) calendar days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute. The Trust shall notify USBGFS in writing within thirty (30) calendar days following receipt of each invoice if the Trust is disputing any amounts in good faith. The Trust shall pay such disputed amounts within ten (10) calendar days of the day on which the parties agree to the amount to be paid. With the exception of any fee or expense the Trust is disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge of one and one-half percent (1%) per month after the due date. Notwithstanding anything to the contrary, amounts owed by the Trust to USBGFS shall only be paid out of the assets and property of the particular Fund involved.
3. License of Data; Warranty; Termination of Rights.
a. USBGFS has entered into agreements with various data service providers (each, a
Data Provider), including, without limitation, MSCI index data services
(MSCI), Standard & Poor Financial Services LLC (S&P), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies to provide data services that may include, without limitation, index returns and pricing information (collectively, the Data) to facilitate the services provided by USBGFS to each Fund. These Data Providers have required USBGFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit D. The Data is being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary for valuing each Funds assets and making any required reporting relating thereto (the License). The Trust does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database. The Trust acknowledges and agrees that certain Data Providers may also require the Trust or one or more Funds to enter into an agreement directly with the Data Provider for the use of that Data Providers Data. The provisions in Exhibit D shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreement. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data.
b. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR
FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS
NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA.
c. USBGFS may stop supplying some or all Data to the Fund if USBGFS Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund if USBGFS reasonably believes that the Fund is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS Data Providers demand that the Data be withheld from the Fund. USBGFS will provide notice to the Fund of any termination of provision of Data as soon as reasonably possible.
d. The Trust agrees to indemnify and hold harmless USBGFS, its Data Providers, and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys fees and costs, as incurred, arising in and any manner out of the Trusts or any third partys use of, or inability to use, the Data or any breach by the Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of USBGFS as set forth in Section 10 of this Agreement.
e. USBGFS has entered into agreements with Bloomberg Finance L.P.
(Bloomberg) to provide data (the N-PORT Data) for use in or in connection with the reporting requirements under Rule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following provisions to be included in the Agreement:
The Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the Trusts internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the Trusts request, a mutually agreed upon third party auditor (provided that the costs of an audit by a third party shall be borne by the Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trusts receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) (e).
4. Lost Shareholder Due Diligence Searches and Servicing.
The Trust hereby acknowledges that USBGFS has an arrangement with an outside vendor to conduct lost shareholder searches required by Rule 17Ad-17 under the Securities Exchange Act of 1934, as amended (the Exchange Act). Costs associated with such searches will be passed through to the Trust as a miscellaneous expense in accordance with the fee schedule set forth in Exhibit C hereto. If a shareholder remains lost and the shareholders account unresolved after completion of the mandatory Rule 17Ad-17 search, the Trust hereby authorizes USBGFS to conduct a more in-depth search in order to seek to locate the lost shareholder before the shareholders assets escheat to the applicable state, to enter into agreements with vendors to conduct such additional searches, and to charge the costs of such additional searches to the account of the lost shareholder. There can be no guarantee that any in-depth search will be successful.
5. Anti-Money Laundering and Red Flag Identity Theft Prevention Programs.
a. The Trust acknowledges that it had an opportunity to review, consider and approve the written procedures provided by USBGFS describing various processes used by USBGFS which are designed to promote the detection and reporting of potential money laundering activity and identity theft by monitoring certain aspects of shareholder activity as well as written procedures for verifying a customers identity (collectively, the Procedures). Further, the Trust has determined that the Procedures, as part of the Trusts overall anti-money laundering program and identity theft prevention program responsibilities, are reasonably designed to help: (i) prevent the Trust from being used for money laundering or the financing of terrorist activities; (ii) prevent identity theft; and (iii) achieve compliance with the applicable provisions of the Bank Secrecy Act, the USA Patriot Act of 2001, the Fair and Accurate Credit Transactions Act of 2003, and the implementing regulations thereunder (together AML Rules).
b. The Trust hereby instructs and directs USBGFS to implement the Procedures, as applicable, on the Trusts behalf, as such may be amended from time to time. It is contemplated that these Procedures will be amended from time to time by USBGFS and any such amended Procedures will be provided to the Trust. Should the Trust desire that USBGFS perform services not provided for in the
Procedures, such additional services and the associated cost must be specifically detailed in writing in the attached fee schedule.
c. The Trust acknowledges and agrees that although it is directing USBGFS to implement the Procedures on its behalf, USBGFS is implementing the Procedures as a service provider to the Trust and the Trust is and remains ultimately responsible for complying with all applicable laws, rules, and regulations with respect to anti-money laundering, customer identification, identity theft prevention, economic sanctions, and terrorist financing, whether under the AML Rules, or otherwise, such as, the establishment and adoption by the Trusts board of Trustees (the Board) of the Trusts own formal anti-money laundering
program and the designation of its own anti-money laundering officer, as applicable.
d. The Trust further acknowledges and agrees that certain portions of the Procedures are applicable to certain products, entities, structures, or geographies and, accordingly, certain portions of the Procedures may not be implemented with respect to the Trust. The Trust has had the opportunity to discuss the Procedures with USBGFS, and the Trust understands and agrees which portions of the Procedures may not be implemented on behalf of the Trust. Without limitation of the foregoing, USBGFS shall not be responsible for providing anti-money laundering or customer identification services with respect to certain intermediary or dealer-controlled customer accounts (i.e., level 0 sub-accounts through the Fund/SERV system operated by the National Securities Clearing Corporation) and other fund client relationships where there is a sub-transfer agency or similar arrangement between the Trust and the intermediary.
e. The Trust hereby directs, and USBGFS acknowledges, that USBGFS shall (i) permit federal regulators access to such information and records maintained by USBGFS and relating to USBGFS implementation of the Procedures, on behalf of the Trust, as they may request, and (ii) permit such federal regulators to inspect USBGFS implementation of the Procedures on behalf of the Trust.
6. Pricing of Portfolio Positions.
a. For each valuation date, obtain prices from a pricing source as instructed to
USBGFS by an individual authorized by the applicable Fund or its appointed Valuation Designee and apply those prices to the portfolio positions. For those securities where market quotations are not readily available, the Funds Valuation Designee, or another person authorized by the Fund or the Valuation Designee, will be responsible to supply USBGFS with valuations. The Funds appointed Valuation Designee(s) is (are) responsible for the accuracy of the lists supplied to USBGFS of pricing sources and the list of individuals authorized to designate pricing sources or valuations on behalf of the Valuation Designee.
b. If one or more of the primary pricing sources for the portfolio positions of the Fund is unavailable when needed, USBGFS may use an alternative pricing source identified by USBGFS on a temporary basis. In such event the alternative price is subject to the review and approval of the Trust, and the Trust shall promptly notify USBGFS of any desired changes to such alternative price. USBGFS shall not have any liability for the use of such alternative price so long as it has met its standard of care under Section 10 with respect to the selection of such alternative pricing source.
c. If the Fund desires to provide a price for a portfolio position that varies from the price provided by the pricing source, the Fund shall promptly notify and supply USBGFS with the price of any such security on each valuation date. All pricing changes made by the Fund will be in writing and must specifically identify the securities to be changed by CUSIP, name of security, new price or rate to be applied, and, if applicable, the time period for which the new price(s) is/are effective. In such case USBGFS shall apply the price provided by the Fund without further investigation or verification.
d. In the event that the Fund at any time receives Data containing price evaluations, rather than market quotations, for certain securities or certain other data related to such securities, the following provisions will apply:
i. evaluated securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security evaluations) available to generate approximations of the market value of such securities, and there is significant professional disagreement about which method is best. No evaluation method may consistently generate approximations that correspond to actual traded prices of the securities;
ii. methodologies used to provide the pricing portion of certain Data may rely on evaluations; however, the Trust acknowledges that there may be errors or defects in the software, databases, or methodologies generating the evaluations that may cause resultant evaluations to be inappropriate for use in certain applications; and
iii. the Trust assumes all responsibility for edit checking, external verification of evaluations, and ultimately the appropriateness of using Data containing evaluations, regardless of any efforts made by USBGFS and its suppliers in this respect.
e. Neither USBGFS, nor any of its employees, agents or suppliers is acting as the valuation designee within the meaning of Rule 2a-5 under the 1940 Act in respect of any Fund, and USBGFS shall not have any obligation for making fair value determinations or to investigate or verify the accuracy or appropriateness of any prices, evaluations, market quotations, or other data or pricing related inputs received from the Trust, the Fund, any of their affiliates, or any pricing service approved by the Board, or fair values obtained from the Board or its valuation designee. USBGFS may perform certain tests on pricing data received each day, on a limited basis, which may include day over day tolerance breaks, NAV impact price analysis, and stale price testing, based on the availability of data from data vendors. However, such tests are limited, are not intended or designed to determine whether any price is fair or appropriate, and do not replace the valuation designees responsibility for the appropriateness of prices used in calculating the NAV of each Fund. Valuations received from a pricing source employed by the Trust, a Fund, or a Funds investment adviser, or from calculation models that are based on inputs or data delivered to these sources from individuals associated with a Fund or the Funds investment adviser, are not subject to these tests and will be utilized as instructed by the valuation designee.
The Trust acknowledges that the same or similar positions held by a Fund may be valued differently by other customers of USBGFS and that USBGFS is not under any obligation to compare such prices or notify the Trust or the Fund of any such discrepancies. Notwithstanding anything else in this Agreement to the contrary, USBGFS and its affiliates shall not be responsible or liable for any mistakes, errors, or mispricing, or any losses related thereto, resulting from any inaccurate, inappropriate, or fraudulent prices, evaluations, market quotations, or other data or pricing related inputs received from the Trust, the Fund, any of their affiliates, or any third-party source.
7. Changes in Accounting Procedures.
USBGFS shall perform its Services in accordance with the accounting practices and procedures of the Trust, provided that any changes to such accounting practices and procedures shall only be effective upon the Services following a resolution passed by the Board and receipt of written notice to and acceptance by USBGFS, which shall not be unreasonably withheld, and which may not be withheld when such change is required by applicable laws. USBGFS agrees to implement such changes in a timely fashion.
8. Representations & Warranties.
a. The Trust hereby represents and warrants to USBGFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
i. It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
ii. This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
iii. It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement;
iv. A registration statement under the 1940 Act and, if applicable, the
Securities Act of 1933, as amended (the Securities Act), will be made
effective prior to the effective date of this Agreement and will remain effective during the term of this Agreement, and appropriate state securities law filings will be made prior to the effective date of this
Agreement and will continue to be made during the term of this Agreement as necessary to enable the Trust to make a continuous public offering of its shares; and
v. All records of the Trust provided to USBGFS by the Trust or by any prior or present service provider of the Trust are accurate and complete and USBGFS is entitled to rely on all such records in the form provided.
b. USBGFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
i. It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
ii. This Agreement has been duly authorized, executed and delivered by USBGFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBGFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and
iii. It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
9. Notification of Error.
The Trust will notify USBGFS of any discrepancy between USBGFS and the Trust, including, but not limited to, failing to account for a security position in the Funds portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by USBGFS to the Trust; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any shareholder regarding any such discrepancy. Notwithstanding any other provision in this Agreement, USBGFS shall have no liability with respect to any such discrepancy that the Trust does not notify USBGFS of within such time period.
10. Standard of Care; Indemnification; Limitation of Liability.
a. USBGFS shall exercise reasonable care in the performance of its duties under this Agreement. Neither USBGFS nor any of its affiliates or suppliers shall be liable for any error of judgment; mistake of law; fraud or misconduct by the Trust, any Fund, the adviser or any other service provider to the Trust or a Fund, or any employee of the foregoing; or for any loss suffered by the Trust, a Fund, or any third party in connection with USBGFS duties under this Agreement, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBGFS reasonable control, except a loss arising out of or relating to USBGFS material breach of this agreement or from its bad faith, gross negligence, or willful misconduct in the performance of its duties under this Agreement.
b. Notwithstanding any other provision of this Agreement, if USBGFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBGFS, its affiliates, and its and their officers, directors, managers, employees, and suppliers (the USBGFS Indemnified Parties) from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) (collectively Losses) that any such USBGFS Indemnified Party may sustain or incur or that may be asserted against a USBGFS Indemnified Party by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to a USBGFS Indemnified Party by any duly authorized officer of the Trust or by any other person authorized by the Trust to provide such instruction, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBGFS material breach of this Agreement or from its bad faith, gross negligence or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of the Trust, its successors and assigns, notwithstanding the termination of this Agreement. If requested by a USBGFS Indemnified Party, the Trust shall advance (within thirty days of such request) any and all costs and expenses of such USBGFS Indemnified Party incurred in connection with any Losses or investigating or defending any matter to which such USBGFS Indemnified Party may be entitled to indemnification including, without limitation, attorneys and experts fees. The USBGFS Indemnified Party shall, in connection with any such advancement, agree to an undertaking to repay such advancement if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final nonappealable judgement that the USBGFS Indemnified Party is not entitled to be indemnified by the Trust.
c. USBGFS shall indemnify and hold the Trust and its trustees, officers, and employees (collectively the Trust Indemnified Parties) harmless from and against any and all Losses that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBGFS as a result of USBGFS material breach of this Agreement, or from USBGFS bad faith, gross negligence, or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of USBGFS, its successors and assigns, notwithstanding the termination of this Agreement.
d. In no case shall either party be liable to the other for (i) any special, indirect or consequential damages, loss of profits or goodwill (even if advised of the possibility of such); (ii) any delay by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots, or failure beyond its control of transportation or power supply, or (iii) any claim that arose more than one year prior to the institution of suit therefore.
e. In the event of a mechanical breakdown or failure of communication or power supplies beyond its reasonable control, USBGFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues. USBGFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBGFS. USBGFS agrees that it shall, at all times, have reasonable business continuity and disaster contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBGFS premises and operating capabilities at any time during regular business hours of USBGFS, upon reasonable notice to USBGFS. Moreover, USBGFS shall provide the Trust, at such times as the Trust may reasonably require, copies of reports rendered by independent accountants on the internal controls and procedures of USBGFS relating to the services provided by USBGFS under this Agreement.
f. Notwithstanding anything herein to the contrary, USBGFS reserves the right to reprocess and correct administrative errors at its own expense.
g. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation that presents or appears likely to present the probability of a claim for indemnification. Unless it reserves any rights to deny indemnification, the indemnitor shall have the option to defend the indemnitee against any claim that may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim and shall
be totally responsible for any liability of the indemnitee, and the indemnitee shall in such situation incur no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitors prior written consent.
h. The indemnity and defense provisions set forth in this Section 10 shall indefinitely survive the termination and/or assignment of this Agreement.
i. If USBGFS is acting in another capacity for the Trust pursuant to a separate agreement, nothing herein shall be deemed to relieve USBGFS of any of its obligations in such other capacity.
j. In conjunction with the tax services provided to the Fund by USBGFS hereunder, USBGFS shall not be deemed to act as an income tax return preparer for any purpose including as such term is defined under Section 7701(a)(36) of the IRC, or any successor thereof. Any information provided by USBGFS to a Fund for income tax reporting purposes with respect to any item of income, gain, loss, or credit will be performed solely in USBGFS administrative capacity. USBGFS shall not be required to determine, and shall not take any position with respect to whether, the reasonable belief standard described in Section 6694 of the IRC has been satisfied with respect to any income tax item. Each Fund, and any appointees thereof, shall have the right to inspect the transaction summaries produced and aggregated by USBGFS, and any supporting documents thereto, in connection with the tax reporting services provided to each Fund by USBGFS. USBGFS shall not be liable for the provision or omission of any tax advice with respect to any information provided by USBGFS to a Fund. The tax information provided by USBGFS shall be pertinent to the data and information made available to USBGFS, and is neither derived from nor construed as tax advice.
11. Proprietary and Confidential Information.
a. USBGFS agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present, or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where USBGFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities or pursuant to legal process, (iii) to defend a claim brought against USBGFS arising out of or related to any Services provided hereunder, or (iv) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of USBGFS or any of its employees, agents or representatives, and information that was already
in the possession of USBGFS prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph.
b. USBGFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders. USBGFS has implemented and will maintain an effective information security program reasonably designed to protect information relating to the shareholders of the Trust (such information, Personal Information), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) ensure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the Information Security Program). The Information Security Program complies and shall comply with reasonable information security practices within the industry (including the encryption of data where necessary or appropriate). Upon written request from the Trust, USBGFS shall provide a written description of its Information Security Program. USBGFS shall provide related reports and information responding to reasonable due diligence requests regarding its compliance with its Information Security Program and shall notify the Trust, expeditiously and without unreasonable delay, in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any information of a Fund (any or all of the foregoing referred to individually and collectively for purposes of this provision as a Security Breach). USBGFS shall promptly investigate, remedy and bear the cost of the measures (including notification to any affected parties), if any, to address any Security Breach. USBGFS shall bear the cost of the Security Breach only if USBGFS is determined to be directly responsible for such Security Breach. In addition to, and without limiting the foregoing, USBGFS shall promptly cooperate with the Trust or any of its affiliates' regulators at USBGFSs expense to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this paragraph shall survive termination of this Agreement.
c. The Trust agrees on behalf of itself and its trustees, officers, and employees to treat confidentially and as proprietary information of USBGFS, all non-public information relative to USBGFS (including, without limitation, information regarding USBGFS pricing, products, services, customers, suppliers, financial statements, processes, know-how, trade secrets, market opportunities, past, present or future research, development or business plans, affairs, operations, systems, computer software in source code and object code form, documentation, techniques, procedures, designs, drawings, specifications, schematics, processes and/or intellectual property), and not to use such information for any purpose other than in connection with the services provided under this Agreement, except (i) after prior notification to and approval in writing by USBGFS, which approval shall not be unreasonably withheld and may not be withheld where the Trust may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the USBGFS. Information which has become known to the public through no wrongful act of the Trust or any of its employees, agents or representatives, and information that was already in the possession of the Trust prior to receipt thereof from USBGFS, shall not be subject to this paragraph.
d. The Trust shall not make or change any written representations regarding the services provided by or the responsibilities of USBGFS or its affiliates under this Agreement, whether in the Trusts registration statement, offering documents, marketing or promotional materials, policies, or otherwise, that explicitly or implicitly ascribe to USBGFS or its affiliates any duties or responsibilities under this Agreement that are not specifically stated herein.
e. Notwithstanding anything herein to the contrary, (i) the Trust shall be permitted to disclose the identity of USBGFS as a service provider, redacted copies of this Agreement, and such other information as may be required in the Trusts registration or offering documents, or as may otherwise be required by applicable law, rule, or regulation, and (ii) USBGFS shall be permitted to include the name of the Trust in lists of representative clients in due diligence questionnaires, RFP responses, presentations, and other marketing and promotional purposes.
f. Nothing in this Agreement is intended to limit a party or any other person from affirmatively reporting to, initiating communications directly with, or providing information and documents (with the exception of information or documents that are subject to legal or other applicable privilege) to any governmental entity, regulator, or self-regulatory organization regarding possible violations of law or regulation without prior notice to the disclosing party.
12. Records.
USBGFS shall keep records relating to the services to be performed hereunder in the form and manner, and for such period, as it may deem advisable, but not inconsistent with the rules and regulations of appropriate government authorities, in particular, Section 31 of the 1940 Act and the rules thereunder. USBGFS agrees that records relating to the services to be performed by USBGFS hereunder are the property of the Trust and will be preserved, maintained, and made available in accordance with such applicable sections and rules of the 1940 Act and will be promptly surrendered to the Trust or its designee on and in accordance with its request, provided, however, that the Trust shall bear the reasonable cost of transfer (including, without limitation, costs related to image conversions), and USBGFS may retain such copies of such records in such form as may be required to comply with any applicable law, rule, regulation, or order of any governmental, regulatory, or judicial authority of competent jurisdiction.
Notwithstanding anything in this Agreement to the contrary, the Trust acknowledges and agrees that if the Trust elects to use an FTP or other electronic transmission method to communicate trade instructions to USBGFS the Trust shall be responsible for maintaining the Trusts records as they relate to the Trusts review and approval of individuals authorized to place trading instructions as described in Rule 31a-1(b)(10) promulgated under the 1940 Act.
13. Compliance with Laws.
a. The Trust has and retains primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with the Securities Act; the Exchange Act; the 1940 Act; the Investment Advisers Act of 1940, as amended; the Internal Revenue Code of 1986, as amended (the Code); the Sarbanes-Oxley Act of 2002 (the SOX Act); the USA PATRIOT Act of 2001; and the policies and limitations of the Trust relating to its portfolio investments as set forth in its Registration Statement. USBGFS services hereunder shall not relieve the Trust of its responsibilities for assuring such compliance or the Boards oversight responsibility with respect thereto.
b. The Trust shall immediately notify USBGFS if the investment strategy of any Fund materially changes or deviates from the investment strategy disclosed in the current Prospectus, or if it (or any Fund) becomes subject to any new law, rule, regulation, or order of a governmental or judicial authority of competent jurisdiction that materially impacts the operations of the Trust or any Fund or the services provided under this Agreement.
c. If, and only to the extent that, the General Data Protection Regulation (EU)
2016/679, as amended (GDPR) or the Cayman Islands Data Protection Law, 2017, as amended (DPL), are applicable to USBGFS and the Trust the following provisions shall apply:
i. The parties agree USBGFS is a Data Processor under GDPR and DPL, as applicable, in the performance of its services under this the Agreement. Notwithstanding the foregoing, the parties agree USBGFS is a Data Controller under GDPR and DPL, as applicable, solely for the purpose of fulfilling its own pre-contractual AML/KYC new fund client onboarding obligations. In either case, the Trust shall ensure that all necessary and appropriate consents, disclosures and notices, including data subject consents, are in place to enable the processing of Personal Data (as defined by GDPR and DPL) by USBGFS, the transfer of Personal Data to USBGFS, and the transfer of Personal Data by USBGFS to third countries or regulatory organizations.
ii. The parties further agree the Trust is a Data Controller under GDPR and
DPL, as applicable. The Trust, either alone or jointly with others,
determines or controls the content, use, purpose and means of processing the Personal Data.
iii. USBGFS shall process the Personal Data: (i) in accordance with instructions of the Trust pursuant to this Agreement and any authorized persons list executed pursuant thereto, for the purpose of discharging USBGFS obligations under the Agreement; and (ii) when required by law or regulation, or required or requested by any court or regulator (each a Processing Order) to which USBGFS is subject. In the event USBGFS receives a request to process Personal Data pursuant to any Processing Order, it shall, to the extent legally permissible and reasonably practicable under the circumstances, notify the Trust prior to processing.
iv. The Trust is solely responsible for developing and implementing its internal policies and procedures with respect to GDPR and DPL.
v. USBGFS shall:
1. ensure that persons handling Personal Data on its behalf are subject to confidentiality obligations similar to those contained in this Agreement;
2. implement appropriate technical and organizational measures to protect Personal Data including against unauthorized or unlawful processing and against accidental loss, damage or destruction;
3. only appoint sub-processors with the prior written consent of the Trust (standing instructions or general written authorization are sufficient), and only if the sub-processors provide sufficient guarantees in writing to USBGFS that they have implemented appropriate technical and organizational measures in such a manner that processing will comply with GDPR and DPL, as applicable[1];
4. beyond the initial appointment, inform the Trust of any intended material changes concerning the addition or replacement of subprocessors, thereby giving the Trust the opportunity to object;
5. taking into account the nature of the processing, reasonably assist the Trust by appropriate technical and organizational measures, insofar as possible, to enable the Trust to comply with its obligation to respond to requests for exercising a data subjects rights under GDPR or DPL;
6. provide reasonable assistance to the Trust in ensuring their compliance with obligations regarding Personal Data breaches, data protection impact assessments and prior consultation subject to the nature of the processing and the information reasonably available to USBGFS, and inform the Trust of Personal Data breaches without undue delay;
7. at the written direction of the Trust, delete or return all Personal Data to the Trust after the end of the provision of services under the Agreement relating to processing, and delete existing copies of Personal Data unless applicable law or internal data retention or backup procedures require the storage of such Personal Data; and
8. make available to the Trust all information reasonably necessary to demonstrate compliance with GDPR or DPL, as applicable, and allow for and reasonably cooperate with audits, including inspections, conducted by the Trust or its auditor; and immediately inform the Trust if, in its opinion, the Trusts instructions regarding this subsection infringes on GDPR or DPL.
vi. Each party shall comply with any other applicable law or regulation which implements GDPR and DPL in relation to the Personal Data. Nothing in the Agreement shall be construed as preventing either party from taking such other steps as are necessary to comply with GDPR, DPL or any other applicable data protection laws.
14. Term of Agreement; Amendment.
a. This Agreement shall become effective as of the last date written on the signature page and will continue in effect for a period of three (3) years. Following the initial term, this Agreement shall automatically renew for successive one (1) year terms unless either party provides written notice at least ninety (90) days prior to the end of the then current term that it will not be renewing the Agreement.
b. Subject to Section 15, this Agreement may be terminated by either party (in whole or with respect to one or more Funds) upon giving ninety (90) days prior written notice to the other party or such shorter notice period as is mutually agreed upon by the parties.
c. USBGFS may terminate this Agreement immediately (in whole or with respect to one or more Funds) if the continued service of such Funds or the Trust would cause USBGFS or any of its affiliates to be in violation of any applicable law, rule, regulation, or order of any governmental, regulatory or judicial authority of competent jurisdiction, or if the Funds or the Trust (or any affiliate thereof) commits any act, or becomes involved in any situation or occurrence, tending to bring itself into public disrepute, contempt, scandal, or ridicule, or such that the continued association with the Funds or the Trust would reflect unfavorably upon USBGFS reputation, provided that in such event USBGFS shall, to the extent it is legally permitted and able to do so, provide reasonable assistance to transition such Funds or the Trust to a successor service provider.
d. This Agreement shall automatically terminate with respect to any Funds with respect to which the Trust fails to maintain an effective registration statement under the 1940 Act and, if applicable, the Securities Act, or appropriate state securities law filings as necessary to enable the Trust to make a continuous public offering of its shares with respect to such Fund.
e. This Agreement may be terminated by the non-breaching party upon the breach of the other party of any material term of this Agreement if such breach is not cured within fifteen (15) days of notice of such breach to the breaching party.
f. This Agreement may not be amended or modified in any manner except by written agreement executed by USBGFS and the Trust and authorized or approved by the Trusts Board.
15. Early Termination.
In the absence of a breach of a material term of this Agreement, should the Trust elect to terminate this Agreement (in whole or with respect to one or more Funds) prior to the end of the then current term, the Trust agrees to pay the following fees with respect to each Fund subject to the termination:
a. all fees associated with converting services to successor service provider;
b. all fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider;
c. all miscellaneous costs associated with a.-b. above.
16. Duties in the Event of Termination.
In the event that, in connection with termination, a successor to any of USBGFS duties or responsibilities hereunder is designated by the Trust by written notice to USBGFS, USBGFS will promptly, upon such termination and at the expense of the Fund, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by USBGFS under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the form in which USBGFS has maintained the same, the Trust shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from USBGFS personnel in the establishment of books, records, and other data by such successor. If no such successor is designated, then such books, records and other data shall be returned to the Trust. The Trust shall also pay any fees associated with record retention and/or tax reporting obligations that USBGFS is obligated under applicable law, regulation, or rule to continue following the termination. USBGFS is authorized to destroy such books, records, and other data following termination in accordance with its record retention policy and applicable regulatory requirements if the Trust or its designee do not take possession of such records.
17. Assignment.
This Agreement shall extend to and be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Trust without the written consent of USBGFS, or by USBGFS without the written consent of the Trust accompanied by the authorization or approval of the Trusts Board.
18. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles. To the extent that the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the SEC thereunder.
19. No Agency Relationship.
a. Nothing herein contained shall be deemed to authorize or empower either party to act as agent for the other party to this Agreement, or to conduct business in the name, or for the account, of the other party to this Agreement.
b. The Trust acknowledges that the Board and officers of the Trust are responsible for management of the Trust and Fund and that USBGFS has no duties or obligations to manage or control the Trust or any Fund. Any duties and obligations of USBGFS are strictly limited to those set forth herein.
c. The Trust acknowledges and agrees that if any employee of USBGFS or any of its affiliates serves as a trustee of the trust such person is serving in their own individual capacity at the pleasure of the shareholders of the Trust and not as a representative or under the direction of USBGFS or any of its affiliates.
d. The Trust acknowledges and agrees that if any employee of USBGFS or any of its affiliates serves as an officer of the trust, or in any other similar capacity, such person is engaged in such position at the direction of, and subject to the supervision and oversight of, and removal by, the Board of the Trust, and when such person is acting in such capacity they are doing so on behalf of the Trust and not as a representative or under the direction of USBGFS or any of its affiliates.
20. Services Not Exclusive.
Nothing in this Agreement shall limit or restrict USBGFS from providing services to other parties that are similar or identical to some or all of the services provided hereunder.
21. Invalidity.
Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.
22. Regulatory Services.
Nothing in this Agreement shall be deemed to appoint USBGFS or any of its officers, directors or employees as the Trust attorneys, form attorney-client relationships or require the provision of legal advice. No work performed by employees of USBGFS or its affiliates (whether relating to assisting in the preparation or filing of regulatory materials, compliance with applicable laws, rules, or regulations, or otherwise) shall constitute legal advice. The Trust acknowledges that employees of USBGFS and its affiliates who are attorneys do not represent the Trust and rely on outside counsel retained by the Trust to review all services provided by USBGFS and to provide independent judgment on the Trusts behalf. The Trust acknowledges that because no attorney-client relationship exists between the Trust and USBGFS (or any employee of USBGFS or its affiliates), any information provided may not be privileged and may be subject to compulsory disclosure.
23. Notices.
Any notice required or permitted to be given by either party to the other shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service, or three days after sent by registered or certified mail, postage prepaid, return receipt requested, to the other partys address set forth below:
Notice to USBGFS shall be sent to:
U.S. Bank Global Fund Services 777 E. Wisconsin Ave. Milwaukee, WI 53202
Attn: GFS Contracts
and notice to the Trust shall be sent to:
Corgi ETF Trust I
473 Pine Street, Floor 5
San Francisco, CA 94104
No Third-Party Rights.
Nothing expressed or referred to in this Agreement will be construed to give any third party (including, without limitation, shareholders of any Fund) any legal or equitable right, remedy or claim under or with respect to this Agreement, other than the limited third party rights of the Data Providers as expressly set forth herein.
24. Multiple Originals; Electronic Signatures.
a. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.
b. This Agreement may be executed by means of electronic signatures, and a signed copy of this Agreement transmitted by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement for all purposes.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer effective as of the last date written below.
CORGI ETF TRUST I
By: /s/ Emily Yuan
Name: Emily Yuan
Title: President
Date: October 12, 2025
U.S. BANCORP FUND SERVICES, LLC
By: /s/ Greg Farely
Name: Greg Farley
Title: Senior Vice President
Date: 10/16/2025
Page 22
Funds
Founder-Led ETF
Services
I.Fund Administration & Portfolio Compliance Services
A. General Fund Administration
1. Act as a liaison among Fund Service providers.
2. Supply non-investment-related statistical and research data as requested
3. Digital Board Services as described in Exhibit E
4. Coordinate the Trusts Board communications, such as:
a. Prepare meeting agendas and resolutions, with the assistance of Fund counsel.
b. Prepare reports for the Board based on financial, tax and administrative data.
c. Assist with the information provision to the Funds independent registered public accounting firm (IRPAF).
d. Monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the SEC) filings relating thereto.
e. Prepare minutes of meetings of the Board, audit committee, and Fund shareholders subject to the review and approval of the Board and legal counsel for the Funds.
f. Calculate dividends for review, approval, and ratification by the Board and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders.
g. Attend Board meetings (including audit committee meetings) and present materials for the Boards review at such meetings.
h. If and for so long as the Trust has elected to use the
Comprehensive Digital Services as described in Exhibit E, post materials to the Boards web portal (Diligent).
5. Audits/Examinations:
a. For the annual Fund audit, prepare appropriate schedules and materials. Provide requested information to the IRPAF and facilitate the audit process.
b. For SEC or other regulatory examinations, provide requested information to the Trust to assist the examination process.
6. Pay Fund expenses upon written authorization from the Trust.
B. Compliance Support:
1. Regulatory Compliance Support
a. Test compliance with portfolio holdings limitation under applicable 1940 Act requirements on a quarterly basis.
b. Test on a quarterly basis each Funds compliance, on a post-trade basis, with the policies and investment limitations as set forth in its prospectus (the Prospectus) and statement of additional information (the SAI) included in its registration statement on Form N-1A (or similar documents) filed with the SEC
(Registration Statement). Provide the results of such testing to the Trust.
c. Provide any sub-certifications reasonably requested by the Trust in connection with (i) any certification required of the Trust pursuant to the SOX Act or any rules or regulations promulgated by the SEC thereunder, and (ii) the operation of USBGFS compliance program as it relates to the Trust, provided the same shall not be deemed to change USBGFS standard of care as set forth herein or to broaden any duties or obligations of USBGFS set forth here.
d. In order to assist the Trust in satisfying the requirements of Rule
38a-1 under the 1940 Act, USBGFS will provide the Trusts Chief Compliance Officer with reasonable access to USBGFS fund records relating to the services provided by it under this Agreement, and will provide quarterly compliance reports and related certifications regarding any Material Compliance Matter (as defined in Rule 38a-1) involving USBGFS that affect or could affect the Trust or any Fund.
2. Blue Sky Compliance Support:
a. Prepare and file initial registrations and renewals at the Trusts expense with state securities authorities in specific states/territories or all fifty states and territories (District of Columbia, Guam, Puerto Rico, and the U.S. Virgin Islands) as instructed by the Trust. USBGFS is not responsible for preparing or filing with the SEC or any state authority any registrations on Form D.
b. Establish sales data feeds (at the Trusts expense) from applicable financial intermediaries with shareholder accounts for the Fund(s) to monitor daily sales activity.
c. Monitor daily sales activity from direct shareholder accounts and intermediary sales data feeds to identify U.S. jurisdictions necessitating new registrations or additional sales permits.
d. Obtain additional permits at the Trusts expense where appropriate unless the Trust requires approval prior to obtaining additional permits.
e. Evaluate sales activity for exemptions based on sales to existing shareholders in applicable states. The Trust is responsible for instructing USBGFS regarding any additional accounts or transactions that may be eligible for an exemption.
3. SEC Registration and Reporting Support:
a. Assist Fund counsel with respect to filings of the Registration Statement.
b. Assistance Fund counsel in the preparation and filing of the annual and semiannual shareholder reports and other filings (e.g., Form NCEN, Form N-CSR, Form N-PORT, and Rule 24f-2 notices). As requested by the Trust or any Fund, prepare and file Form N-PX and Form N-RN.
c. Coordinate the printing, filing and mailing (including delivery to intermediaries who print and mail to their own clients) of Prospectuses and shareholder reports, and amendments and supplements thereto.
d. File the fidelity bond under Rule 17g-1 of the 1940 Act.
e. Assist Fund counsel in preparation of proxy statements, repurchase offers, tender offers and information statements, as requested by the Funds.
f. Prepare the tailored shareholder reports.
g. While USBGFS shall assist in the preparation and filing of the materials noted above, the Trust acknowledges and agrees that USBGFS is not ultimately responsible for the content of such materials and shall not be held to be the maker of statements or opinions in any such materials unless USBGFS expressly agrees in a writing to be filed with such materials.
4. IRS Compliance Support:
a. Test on a quarterly basis the Funds status as a regulated investment company under Subchapter M of the Code, including review of the following:
i. Diversification requirements.
ii. Qualifying income requirements.
iii. Distribution requirements.
b. Calculate required annual excise distribution amounts for the review and approval of Fund management and/or its IRPAF.
C. Financial Reporting
1. Provide financial data required by the Registration Statement.
2. Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the Board, the SEC, and the IRPAF.
3. Assist the Trusts custodian and fund accountants in the maintenance of the Funds general ledger and in the preparation of the Funds financial statements.
4. Compute the yield, total return, expense ratio and portfolio turnover rate of the Funds.
5. Monitor expense accruals and make adjustments as necessary; notify the Funds management of adjustments expected to materially affect the Funds expense ratio.
6. Prepare financial statements subject to review and approval from the Fund and the Funds auditors, which include the following items:
a. Schedule of Investments
b. Statement of Assets and Liabilities
c. Statement of Operations
d. Statement of Changes in Net Assets
e. Statement of Cash Flows (if applicable)
f. Financial Highlights
g. Financial data for inclusion in Notes to Financial Statements
7. Prepare broker security transaction summaries in accordance with Rule 31a-1(b)(9).
D. Tax Reporting
1. Prepare for the review of the IRPAF and/or Fund management the federal and state tax returns including Form 1120 RIC and applicable state returns including any necessary schedules. USBGFS will prepare annual Fund federal and state income tax return filings as authorized by and based on the instructions received by Fund management and/or its IRPAF. File on a timely basis appropriate federal and state tax returns including Forms 1120/8613, with any necessary schedules.
2. Provide the Funds management and IRPAF with tax reporting information pertaining to the Funds, as available to USBGFS.
3. Prepare Fund financial statement tax disclosures for the review and approval of Fund management and/or the Funds IRPAF.
4. Prepare and file on behalf of Fund management Form 1099 NEC for payments to disinterested trustees and other qualifying service providers.
5. Monitor wash sale losses.
6. Calculate Qualified Dividend Income (QDI) for qualifying Fund shareholders.
7. Assist in the determination of the taxable/non-taxable nature of corporate actions.
8. Provide reports to assist the Fund with tax loss harvesting.
9. Assist with the determination of whether portfolio holdings will yield bad income.
10. Provide FATCA/FBAR reporting.
11. Respond to IRS and other tax regulatory agency notices.
12. Assist with Passive Foreign Investment Company (PFIC) monitoring.
E. If the Trust so elects, USBGFS shall provide additional services that are further described in the fee schedule on Exhibit C.
II. Fund Accounting Services
A.Portfolio Accounting Services:
1. Maintain the security master file for each Fund.
2. Maintain portfolio records on a trade date+1 basis using security trade information communicated from the Funds investment adviser.
3. Track and properly reflect corporate actions (e.g., stock splits, dividends, mergers, rights issuances, spin-offs, etc.) impacting the securities positions held by the Funds.
4. As of the close of business on each day the Funds value their portfolio positions (each, a Valuation Date), obtain prices from a pricing source approved by the Board or its valuation designee and apply those prices to the Funds portfolio positions (also hereinafter referred to as securities). For those securities where market quotations are not readily available, the Board or its valuation designee shall determine fair value. USBGFS shall be entitled to rely on such prices and/or fair valuations without investigation or verification.
5. Identify interest and dividend accrual balances as of each Valuation Date and calculate gross earnings on investments for each accounting period.
6. Determine gain/loss on security sales and identify them as short-term or long-term; account for periodic distributions of gains or losses to shareholders and maintain undistributed gain or loss balances as of each Valuation Date.
7. On a daily basis, reconcile cash of the Funds with the Funds custodian and/or prime brokerage account(s).
8. Transmit a copy of the Funds portfolio valuations to the Funds investment adviser(s) daily.
9. Review the impact of current days activity on a per share basis, and review changes in market value.
B. Expense Accrual and Payment Services
1. For each Valuation Date, monitor the expense accrual amounts as directed by the Funds as to methodology, rate or dollar amount.
2. Process and record payments for Fund expenses.
3. Account for Fund expenditures and maintain expense accrual balances at the level of accounting detail, as agreed upon by USBGFS and the Trust.
4. Provide expense accrual and payment reporting.
C.NAV Calculation and Financial Reporting Services
1. Account for Fund share purchases, sales, exchanges, transfers, dividend reinvestments, and other Fund share activity as reported by the Funds transfer agent on a timely basis.
2. Apply equalization accounting as directed by the Funds.
3. Determine net investment income (earnings) for the Funds as of each Valuation Date. Account for periodic distributions of earnings to shareholders and maintain undistributed net investment income balances as of each Valuation Date.
4. Determine the net asset value of the Funds according to the accounting policies and procedures set forth in each Fund's current Prospectus.
5. Calculate per share net asset value, per share net earnings, and other per share amounts reflective of Fund operations at such time as required by the nature and characteristics of the Funds.
6. Communicate to the Funds, at an agreed upon time, the per share net asset value for each Valuation Date.
7. Prepare monthly reconciliations of sub-ledger reports to month-end ledger balances.
8. Prepare monthly security transactions listings for each Fund.
D.Tax Accounting Services
1. Maintain accounting records for the investment portfolio of the Funds.
2. Maintain tax lot detail for each Funds investment portfolio.
3. Calculate taxable gain/loss on security sales using the tax lot relief method designated by the Funds.
4. Provide the necessary financial information to calculate the taxable components of income and capital gains distributions to support tax reporting to the shareholders.
E.Audit Support Services
1. Support reporting to regulatory bodies and financial statement preparation by making the Funds accounting records available to the Funds, the SEC, and the Funds independent registered public accounting firm (IRPAF), in each case as requested by a Fund.
2. Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Funds in connection with any certification required of a Fund pursuant to the SOX Act or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBGFS standard of care as set forth herein.
3. Cooperate with the Funds IRPAF and take all reasonable action in the performance of its obligations under this Agreement to ensure that the necessary information is made available to such IRPAF for the expression of their opinion on the Funds financial statements, without any qualification as to the scope of their examination.
F. If the Trust so elects, USBGFS shall provide the Rule 2a-5 supplemental services described on, and subject to the terms and conditions of, Exhibit F.
G. If the Trust so elects, USBGFS shall provide the Rule 18f-4 supplemental services described on, and subject to the terms and conditions of, Exhibit G.
III. Transfer Agent, Shareholder & Account Services
A. Maintain records of the accounts for each Fund shareholder including the following information: (i) name, address and United States Tax Identification or Social Security number; (ii) number and class of shares held and number and class of shares for which certificates, if any, have been issued, including certificate numbers and denominations; (iii) historical information regarding
the account of each shareholder, including dividends and distributions paid and the date and price for all transactions on a shareholder's account; (iv) any stop or restraining order placed against a shareholder's account; (v) any correspondence relating to the current maintenance of a shareholder's account; and (vi) Information with respect to tax withholdings.
B. Receive and process all orders for transactions of shares in accordance with applicable statutes, rules and regulations under the 1940 Act and other relevant law, and as specified in the Funds Prospectus and statement of additional information (or similar disclosure documents) as filed from time to time with the SEC.
C. Process purchase and redemption orders with prompt delivery, where appropriate, of payment and supporting documentation to the shareholder based on the shareholders or the Funds custodian instructions, and record the appropriate number of shares being held in the appropriate shareholder account.
D. Process redemption requests received in good order and, where relevant, deliver appropriate documentation to the Fund's custodian. Calculate and impose any redemption or exchange fees as may be applicable under the Prospectus.
E. Pay proceeds upon receipt from the Fund's custodian, where relevant, in accordance with the instructions of redeeming shareholders and the terms of the Prospectus.
F. Process transfers of shares in accordance with the shareholder's instructions, after receipt of appropriate documentation from the shareholder as specified in the Prospectus.
G. Process exchanges between Funds and/or conversions between shares classes of Funds in accordance with the procedures described in the Prospectus.
H. Prepare and transmit payments, or apply reinvestments for income dividends and capital gains distributions declared by the Trust with respect to a Fund, after deducting any amount required to be withheld by any applicable laws, rules and regulations and in accordance with shareholder instructions and the Prospectus.
I. Serve as the Funds agent in connection with systematic plans including systematic investment plans, systematic withdrawal plans, and systematic exchange plans.
J. Maintain and make changes to shareholder records, including account names, addresses and investment or withdrawal plans (e.g., systematic investment and withdrawal and dividend reinvestment), upon presentation of proper documentation.
K. Handle sales load and multi-class transaction processing, including rights of accumulation and purchases by letters of intent, in each case in accordance with the Prospectus.
L. Record the issuance of shares of the Funds and maintain, pursuant to Rule 17Ad-10(e) promulgated under the Exchange Act, a record of the total number of shares of each Fund which are authorized, issued and outstanding.
M. Prepare ad-hoc reports as necessary.
N. Assist with mailing shareholder reports, Prospectuses and all other communications to shareholders required to be sent by the 1940 Act and the rules and regulations thereunder to all current shareholders of record, at intervals required by applicable law, including the 1940 Act and the rules and regulations thereunder or at the request of the Trust.
O. Collect counts from the record shareholders who are themselves financial intermediaries with clients who are Fund shareholders of beneficial interest (the Beneficial Shareholders) and assist such financial intermediaries to provide an adequate number of Prospectuses, shareholder reports and all other communications to Beneficial Shareholders required to be sent by applicable law, including the 1940 Act and the rules and regulations thereunder.
P. Prepare and file U.S. Treasury Department Forms 1099, 5498 and other appropriate information returns required with respect to dividends and distributions for all shareholders.
Q. Provide shareholder account information upon shareholder or Fund requests and prepare and mail confirmations and statements of account to shareholders for all purchases, redemptions and other confirmable transactions as agreed upon with the Trust.
R. Provide to the Trust, promptly upon request, the Taxpayer Identification Number or other identifying information of any shareholder that purchased, redeemed, transferred or exchanged shares of the Funds, and the amount and dates of such shareholder purchases, redemptions, transfers, and exchanges.
S. Assist in monitoring shareholder transaction activity for the purposes of identifying transaction activity that may be excessive to the Funds or their shareholders as outlined in the Prospectus.
T. Execute on any directly held investor account with the Transfer Agent any instructions from the Trust to restrict or prohibit further purchases or
exchanges of a Funds shares by a shareholder of record who has been identified by the Trust as having engaged in transactions of a Funds shares that violates applicable law or any policies established by the Trust for the purposes of eliminating or reducing any dilution of the value of the outstanding securities issued by the Funds.
U. Mail and/or obtain shareholders certifications under penalties of perjury and pay on a timely basis to the appropriate federal or state authorities any taxes to be withheld on dividends and distributions paid by a Fund, all as required by applicable federal and state tax laws and regulations.
V. Provide a daily report of the total number of shares of a Fund sold in each state to enable the Trust or its agent to monitor such sales for blue sky law purposes.
W. Answer telephone calls and correspondence from Fund shareholders, securities brokers and others relating to USBGFS duties hereunder within required time periods established by regulation and agreed-upon service levels (as applicable).
X. Reimburse a Fund each month for all material losses resulting from as of processing errors for which USBGFS is responsible in accordance with USBGFS as of processing guidelines.
Y. Calculate average assets held in shareholder accounts for purposes of paying Rule 12b-1 and/or shareholder servicing fees as directed by a Fund.
Z. Provide service and support to financial intermediaries including trade placements, settlements and corrections.
AA. After receiving specific written authorization from an officer of the Trust, enter into an agreement on behalf of the Funds that appoints one or more designated financial intermediaries as agents of the Funds for the limited purpose of accepting orders for the purchase, exchange, and/or redemption of shares of the Funds in accordance with the Prospectus and Rule 22c-1 under the 1940 Act.
BB. In the event (i) USBGFS directly receives a Legal Process Item (defined immediately below) that has been properly served, (ii) a Fund receives a Legal Process Item that has been properly served and delivers the Legal Process Item to USBGFS, or (iii) a Fund accepts service of a Legal Process Item that has not been properly served and delivers the Legal Process Item to USBGFS, USBGFS will act in accordance with any applicable written instructions or procedures in effect between the Trust and USBGFS. "Legal Process Item" means civil and criminal subpoenas, civil or criminal seizure or restraining orders, IRS and state tax authority civil or criminal notices including notices
of lien or levy, writs of execution and other functionally equivalent legal process items directed at USBGFS or a Fund requiring that a particular action or actions be taken with respect to a current or former shareholder of a Fund or a Fund account of such a shareholder. USBGFS may in its reasonable discretion seek to limit or reduce by any reasonable means the scope and coverage of a Legal Process Item and seek extensions of the period to respond.
CC. USBGFS agrees to reasonably cooperate with and assist the Trust with the filing by the Trust or any Fund and/or its respective officers and auditors of certifications or attestations as required by applicable law and will furnish such certifications and sub-certifications from relevant officers of USBGFS with respect to the services and recordkeeping performed by USBGFS under this Agreement as the Trust shall reasonably request. USBGFS shall also make available to the Trust on an annual basis a copy of its SOC1 report.
DD. Provide the following administrative services for accounts that are (a) a Traditional, SEP, Roth, SIMPLE, or other types of individual retirement account within the meaning of Section 408 of the Code, or (b) a "CESA, hereby defined to mean a Coverdell educational savings account within the meaning of Section 530 of the Code (each, a Tax Advantaged Account), in each case only with respect to accounts for which a qualified affiliate of USBGFS is separately serving as the custodian (a Custodied Account) and to the extent the particular administrative service is appropriate under the Code (as hereinafter defined), subject to applicable terms and conditions of the Code, this Agreement, appropriate written procedures, account documentation and a Fund's Prospectus:
1. Process instructions received in good order regarding contributions, including using contribution payments actually received to purchase shares of a Fund and keep appropriate records of contributions for tax reporting purposes;
2. Effect instructions for distributions received in good order and establish and maintain a record of the types and reasons for distributions (e.g., attainment of age 59-1/2, disability, death, return of excess contributions);
3. Send blank designation of beneficiary forms to beneficial owners of Custodied Accounts (Participants) and process designation of beneficiary forms completed and received from Participants in good order;
4. Process instructions received in good order for exchanges of Fund shares, rollovers, direct rollovers, conversions, reconversions, recharacterizations, return of excess contributions and transfers of assets (or the proceeds of liquidated assets) to a successor custodian or successor trustee;
5. Upon receipt in good order of a notification of the death of a Participant, process transfers and distributions in accordance with instructions received in good order;
6. Prepare any annual reports or returns required to be prepared and/or filed by a custodian of Tax Advantaged Accounts, including an annual fair market value report, Forms 1099R and 5498; and file same with the
Internal Revenue Service and provide same to the Participant or Participant's beneficiary, as applicable;
7. Perform applicable federal withholding and send to the Participant or Participant's beneficiary, as applicable, any required annual notice regarding federal tax withholding; and
8. Upon the receipt of a request to open a Custodied Account, provide appropriate account documentation to open the Custodied Account and thereafter as necessary to maintain the Custodied Account in compliance with the Code.
The Trust, at the reasonable request of USBGFS and in accordance with all applicable provisions of the Code, shall assist the custodian to the Custodied Accounts to transfer said accounts to a successor custodian meeting all qualifications under the Code.
EE. If the Trust so elects, USBGFS shall provide the Digital Investor, Digital Investor Institutional, Vision Electronic Statement, Chat, and INFORMATM services described on, and subject to the terms and conditions of, Exhibit H.
FF. Mutual Fund Profile II Services
1.Duties and Responsibilities of USBGFS for MFP II Services
a. Input and maintain Fund data information into DTCCs MFP II services for the Trust as further described below.
b. Gather Fund data from the Trust and any other such applicable sources.
c. Input pertinent data into MFP II, including CUSIP numbers, account minimums, allowable social codes, blue sky registered states, 12b-1 information, breakpoint linking rules, and other Fund information.
d. Ongoing maintenance of existing data in MFP II, including adds/deletes, as necessary.
e. Annual review of information in MFP II and remediation as needed.
f. Notify the Trust of proposed additions, deletions, or revisions of data to be included in MFP II and release such data for publication in MFP II after review and authorization by the Trust.
g. Assist the Trust in verifying the accuracy of any of the information entered into MFP II.
2. Duties and Responsibilities of the Trust for MFP II Services
a. The Trust shall furnish to USBGFS the data necessary to perform the services described herein at such times and in such form as mutually agreed upon.
b. The Trust shall review all data that USBGFS enters, deletes, or modifies in MFP II. The Trust shall provide written confirmation to USBGFS that it has reviewed such entry, deletion, or modification, that such data is correct, and that it authorizes USBGFS to release such entry, deletion, or modification in MFP II. The parties acknowledge and agree that USBGFS will not enter any data into MFP II, or make any deletions or modifications to data in MFP II, without such written authorization.
c. The Trust acknowledges that USBGFS is not responsible for determining or confirming the accuracy of the information provided to USBGFS by third parties.
3. USBGFS MAKES NO WARRANTIES OR REPRESENTATIONS,
EXPRESSED OR IMPLIED, WITH RESPECT TO THE ACCURACY
OF FUND DATA RECEIVED, INCLUDING WITHOUT LIMITATION,
ANY REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OF SUCH INFORMATION OR ITS FITNESS FOR A PARTICULAR PURPOSE.
Any additional or supplemental services not listed above may be provided from time to time upon mutual agreement of the parties, subject in all cases to the terms and conditions of this Agreement. Any such additional or supplemental services shall be provided at the fees specified on Exhibit C or at USBGFS then current standard rates for such services if not specified.
I.Fund Administration & Portfolio Compliance Services
A.General Fund Administration
1. Act as a liaison among Fund Service providers.
2. Supply non-investment-related statistical and research data as requested
3. Digital Board Services as described in Exhibit E
4. Coordinate the Trusts Board communications, such as:
a. Prepare meeting agendas and resolutions, with the assistance of Fund counsel.
b. Prepare reports for the Board based on financial, tax and administrative data.
c. Assist with the information provision to the Funds independent registered public accounting firm (IRPAF).
d. Monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the SEC) filings relating thereto.
e. Prepare minutes of meetings of the Board, audit committee, and Fund shareholders subject to the review and approval of the Board and legal counsel for the Funds.
f. Calculate dividends for review, approval, and ratification by the Board and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders.
g. Attend Board meetings (including audit committee meetings) and present materials for the Boards review at such meetings.
h. If and for so long as the Trust has elected to use the
Comprehensive Digital Services as described in Exhibit E, post materials to the Boards web portal (Diligent).
6. Audits/Examinations:
a. For the annual Fund audit, prepare appropriate schedules and materials. Provide requested information to the IRPAF and facilitate the audit process.
b. For SEC or other regulatory examinations, provide requested information to the Trust to assist the examination process.
7. Pay Fund expenses upon written authorization from the Trust.
8. Keep the Trusts governing documents, including its charter, bylaws and minutes, but only to the extent such documents are provided to USBGFS by the Trust or its representatives for safe keeping.
B. Compliance Support:
1.Regulatory Compliance Support
a.Monitor compliance with the 1940 Act requirements, including:
i. Calculation of asset and diversification tests on a quarterly basis.
ii. Calculation of total return and SEC yields.
iii. Maintenance of books and records under Rule 31a-3.
iv. Code of ethics requirements under rule 17j-1 for the disinterested Trustees, if requested to provide such service by the Trust.
b. Test on a quarterly basis each Funds compliance, on a post-trade basis, with the policies and investment limitations as set forth in its prospectus (the Prospectus) and statement of additional information (the SAI) included in its registration statement on Form N-1A (or similar documents) filed with the SEC
(Registration Statement). Provide the results of such testing to the Trust.
c. Provide any sub-certifications reasonably requested by the Trust in connection with (i) any certification required of the Trust pursuant to the SOX Act or any rules or regulations promulgated by the SEC thereunder, and (ii) the operation of USBGFS compliance program as it relates to the Trust, provided the same shall not be deemed to change USBGFS standard of care as set forth herein or to broaden any duties or obligations of USBGFS set forth here.
d. In order to assist the Trust in satisfying the requirements of Rule
38a-1 under the 1940 Act, USBGFS will provide the Trusts Chief Compliance Officer with reasonable access to USBGFS fund records relating to the services provided by it under this Agreement, and will provide quarterly compliance reports and related certifications regarding any Material Compliance Matter (as defined in Rule 38a-1) involving USBGFS that affect or could affect the Trust or any Fund.
2.Blue Sky Compliance Support:
a. Prepare and file initial registrations and renewals at the Trusts expense with state securities authorities in specific states/territories or all fifty states and territories (District of Columbia, Guam, Puerto Rico, and the U.S. Virgin Islands) as instructed by the Trust. USBGFS is not responsible for preparing or filing with the SEC or any state authority any registrations on Form D.
b. Establish sales data feeds (at the Trusts expense) from applicable financial intermediaries with shareholder accounts for the Fund(s) to monitor daily sales activity.
c. Monitor daily sales activity from direct shareholder accounts and intermediary sales data feeds to identify U.S. jurisdictions necessitating new registrations or additional sales permits.
d. Obtain additional permits at the Trusts expense where appropriate unless the Trust requires approval prior to obtaining additional permits.
e. Evaluate sales activity for exemptions based on sales to existing shareholders in applicable states. The Trust is responsible for instructing USBGFS regarding any additional accounts or transactions that may be eligible for an exemption.
3.SEC Registration and Reporting Support:
a. Assist Fund counsel with respect to filings of the Registration Statement.
b. Assistance Fund counsel in the preparation and filing of the annual and semiannual shareholder reports and other filings (e.g., Form NCEN, Form N-CSR, Form N-PORT, and Rule 24f-2 notices). As requested by the Trust or any Fund, prepare and file Form N-PX and Form N-RN.
c. Coordinate the printing, filing and mailing (including delivery to intermediaries who print and mail to their own clients) of Prospectuses and shareholder reports, and amendments and supplements thereto.
d. File the fidelity bond under Rule 17g-1 of the 1940 Act.
e. Assist Fund counsel in preparation of proxy statements, repurchase offers, tender offers and information statements, as requested by the Funds.
f. Prepare the tailored shareholder reports.
g. Monitor sales of Fund shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities.
h. Assist Fund counsel with application for exemptive relief, when applicable.
i. While USBGFS shall assist in the preparation and filing of the materials noted above, the Trust acknowledges and agrees that USBGFS is not ultimately responsible for the content of such materials and shall not be held to be the maker of statements or opinions in any such materials unless USBGFS expressly agrees in a writing to be filed with such materials.
4.IRS Compliance Support:
a. Test on a quarterly basis the Funds status as a regulated investment company under Subchapter M of the Code, including review of the following:
i. Diversification requirements.
ii. Qualifying income requirements.
iii. Distribution requirements.
b. Calculate required annual excise distribution amounts for the review and approval of Fund management and/or its IRPAF.
C. Financial Reporting
1. Provide financial data required by the Registration Statement.
2. Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the Board, the SEC, and the IRPAF.
3. Assist the Trusts custodian and fund accountants in the maintenance of the Funds general ledger and in the preparation of the Funds financial statements.
4. Compute the yield, total return, expense ratio and portfolio turnover rate of the Funds.
5. Monitor expense accruals and make adjustments as necessary; notify the Funds management of adjustments expected to materially affect the Funds expense ratio.
6. Prepare financial statements subject to review and approval from the Fund and the Funds auditors, which include the following items:
a. Schedule of Investments
b. Statement of Assets and Liabilities
c. Statement of Operations
d. Statement of Changes in Net Assets
e. Statement of Cash Flows (if applicable)
f. Financial Highlights
g. Financial data for inclusion in Notes to Financial Statements
7. Prepare broker security transaction summaries in accordance with Rule 31a-1(b)(9).
D. Tax Reporting
1. Prepare for the review of the IRPAF and/or Fund management the federal and state tax returns including Form 1120 RIC and applicable state returns including any necessary schedules. USBGFS will prepare annual Fund federal and state income tax return filings as authorized by and based on the instructions received by Fund management and/or its IRPAF. File on a timely basis appropriate federal and state tax returns including Forms 1120/8613, with any necessary schedules.
2. Provide the Funds management and IRPAF with tax reporting information pertaining to the Funds, as available to USBGFS.
3. Prepare Fund financial statement tax disclosures for the review and approval of Fund management and/or the Funds IRPAF.
4. Prepare and file on behalf of Fund management Form 1099 NEC for payments to disinterested trustees and other qualifying service providers.
5. Monitor wash sale losses.
6. Calculate Qualified Dividend Income (QDI) for qualifying Fund shareholders.
7. Assist in the determination of the taxable/non-taxable nature of corporate actions.
8. Provide reports to assist the Fund with tax loss harvesting.
9. Assist with the determination of whether portfolio holdings will yield bad income.
10. Provide FATCA/FBAR reporting.
11. Respond to IRS and other tax regulatory agency notices.
12. Assist with Passive Foreign Investment Company (PFIC) monitoring.
E. If the Trust so elects, USBGFS shall provide additional services that are further described in the fee schedule on Exhibit C.
II. Fund Accounting Services
A. Portfolio Accounting Services:
1. Maintain the security master file for each Fund.
2. Maintain portfolio records on a trade date+1 basis using security trade information communicated from the Funds investment adviser.
3. Track and properly reflect corporate actions (e.g., stock splits, dividends, mergers, rights issuances, spin-offs, etc.) impacting the securities positions held by the Funds.
4. As of the close of business on each day the Funds value their portfolio positions (each, a Valuation Date), obtain prices from a pricing source approved by the Board or its valuation designee and apply those prices to the Funds portfolio positions (also hereinafter referred to as securities). For those securities where market quotations are not readily available, the Board or its valuation designee shall determine fair value. USBGFS shall be entitled to rely on such prices and/or fair valuations without investigation or verification.
5. Identify interest and dividend accrual balances as of each Valuation Date and calculate gross earnings on investments for each accounting period.
6. Determine gain/loss on security sales and identify them as short-term or long-term; account for periodic distributions of gains or losses to shareholders and maintain undistributed gain or loss balances as of each Valuation Date.
7. On a daily basis, reconcile cash of the Funds with the Funds custodian and/or prime brokerage account(s).
8. Transmit a copy of the Funds portfolio valuations to the Funds investment adviser(s) daily.
9. Review the impact of current days activity on a per share basis, and review changes in market value.
B. Expense Accrual and Payment Services
1. For each Valuation Date, monitor the expense accrual amounts as directed by the Funds as to methodology, rate or dollar amount.
2. Process and record payments for Fund expenses.
3. Account for Fund expenditures and maintain expense accrual balances at the level of accounting detail, as agreed upon by USBGFS and the Trust.
4. Provide expense accrual and payment reporting.
C. NAV Calculation and Financial Reporting Services
1. Account for Fund share purchases, sales, exchanges, transfers, dividend reinvestments, and other Fund share activity as reported by the Funds transfer agent on a timely basis.
2. Apply equalization accounting as directed by the Funds.
3. Determine net investment income (earnings) for the Funds as of each Valuation Date. Account for periodic distributions of earnings to shareholders and maintain undistributed net investment income balances as of each Valuation Date.
4. Determine the net asset value of the Funds according to the accounting policies and procedures set forth in each Fund's current Prospectus.
5. Calculate per share net asset value, per share net earnings, and other per share amounts reflective of Fund operations at such time as required by the nature and characteristics of the Funds.
6. Communicate to the Funds, at an agreed upon time, the per share net asset value for each Valuation Date.
7. Prepare monthly reconciliations of sub-ledger reports to month-end ledger balances.
8. Prepare monthly security transactions listings for each Fund.
D. Tax Accounting Services
1. Maintain accounting records for the investment portfolio of the Funds.
2. Maintain tax lot detail for each Funds investment portfolio.
3. Calculate taxable gain/loss on security sales using the tax lot relief method designated by the Funds.
4. Provide the necessary financial information to calculate the taxable components of income and capital gains distributions to support tax reporting to the shareholders.
E. Audit Support Services
1. Support reporting to regulatory bodies and financial statement preparation by making the Funds accounting records available to the Funds, the SEC, and the Funds independent registered public accounting firm (IRPAF), in each case as requested by a Fund.
2. Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Funds in connection with any certification required of a Fund pursuant to the SOX Act or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBGFS standard of care as set forth herein.
3. Cooperate with the Funds IRPAF and take all reasonable action in the performance of its obligations under this Agreement to ensure that the necessary information is made available to such IRPAF for the expression
of their opinion on the Funds financial statements, without any qualification as to the scope of their examination.
F. If the Trust so elects, USBGFS shall provide the Rule 2a-5 supplemental services described on, and subject to the terms and conditions of, Exhibit F.
G. If the Trust so elects, USBGFS shall provide the Rule 18f-4 supplemental services described on, and subject to the terms and conditions of, Exhibit G.
III. Transfer Agent, Shareholder & Account Services
A. USBGFS shall provide the following transfer agent and dividend disbursing agent services to the Trust with respect to each Fund.
1. Facilitate purchases and redemption of Creation Units;
2. Prepare and transmit by means of DTCs book-entry system payments for dividends and distributions on or with respect to the Shares declared by the Trust on behalf of the applicable Fund;
3. Maintain the record of the name and address of the Shareholder and the number of Shares issued by the Trust and held by the Shareholder;
4. Record the issuance of Shares of the Trust and maintain a record of the total number of Shares of the Trust which are outstanding, and, based upon data provided to it by the Trust, the total number of authorized Shares. USBGFS shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares;
5. Prepare and transmit to the Trust and the Trusts administrator and/or subadministrator and to any applicable securities exchange (as specified to USBGFS by the Trust) information with respect to purchases and redemptions of Shares;
6. On days that the Trust may accept orders for purchases or redemptions, calculate and transmit to USBGFS and the Trust the number of outstanding Shares;
7. On days that the Trust may accept orders for purchases or redemptions (pursuant to the Authorized Participant Agreement), transmit to USBGFS, the Trust and DTC the amount of Shares purchased on such day;
8. Confirm to DTC the number of Shares issued to the Shareholder, as DTC may reasonably request;
9. Prepare and deliver other reports, information and documents to DTC as DTC may reasonably request;
10. Extend the voting rights to the Shareholder for extension by DTC to DTC participants and the beneficial owners of Shares in accordance with policies and procedures of DTC for book-entry only securities;
11. Maintain those books and records of the Trust specified by the Trust and agreed upon by USBGFS;
12. Prepare a monthly report of all purchases and redemptions of Shares during such month on a gross transaction basis, and identify on a daily basis the net number of Shares either redeemed or purchased on such business day and with respect to each Authorized Participant purchasing or redeeming Shares, the amount of Shares purchased or redeemed;
13. Receive from the Distributor or from its agent purchase orders from
Authorized Participants (as defined in the Authorized Participant Agreement) for Creation Unit Aggregations of Shares received in good form and accepted by or on behalf of the Trust by the Distributor, transmit appropriate trade instructions to the NSCC, if applicable, and pursuant to such orders issue the appropriate number of Shares of the Trust and hold such Shares in the account of the Shareholder for each of the respective Funds;
14. Receive from the Authorized Participants redemption requests, deliver the appropriate documentation thereof to the Trusts custodian, generate and transmit or cause to be generated and transmitted confirmation of receipt of such redemption requests to the Authorized Participants submitting the same; transmit appropriate trade instructions to the NSCC, if applicable, and redeem the appropriate number of Creation Unit Aggregations of Shares held in the account of the Shareholder for each of the respective Funds; and
15. Confirm the name, U.S. taxpayer identification number and principle place of business of each Authorized Participant.
B. USBGFS MAKES NO WARRANTIES OR REPRESENTATIONS,
EXPRESSED OR IMPLIED, WITH RESPECT TO THE ACCURACY OF
FUND DATA RECEIVED, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OF
SUCH INFORMATION OR ITS FITNESS FOR A PARTICULAR PURPOSE.
Any additional or supplemental services not listed above may be provided from time to time upon mutual agreement of the parties, subject in all cases to the terms and conditions of this Agreement. Any such additional or supplemental services shall be provided at the fees specified on Exhibit C or at USBGFS then current standard rates for such services if not specified.
Optional Regulatory Administration Services in support of external legal counsel
Full Start Up New Registrant
$45,000 per project one fund
$55,000 per project two funds
$65,000 per project three funds
$75,000 per project four funds
Plus $10,000 each additional fund
Above fees are applicable when all new funds are registered in same statutory prospectus.
(Excludes Trust counsel fee; subject to services provided, if applicable)
Full Start Up Services-
Product design assistance
Implementation project management
Formation of Delaware statutory trust
Preparation of declaration of trust and by-laws
Preparation of Prospectus, SAI, Part C (registration statement)
Preparation of Form N-8A to register as investment company
Preparation of initial trustee actions to organize trust and initial fund
Preparation of exhibits and other materials to be filed with the registration statement
Preparation of subscription agreement for statutory seed capital
Preparation of Rule 12b-1 distribution plan
Preparation of Form 8-A for listing shares on a securities exchange
Preparation of Inline XBRL exhibits
Taking of and preparation of written response to SEC comments
Other assistance as necessary and agreed upon
Additional Regulatory Administration Services in support of external legal counsel
Subsequent new fund launch $20,000 per fund, or as negotiated
Multi-managed funds, proxy, expedited filings, asset conversion, fulcrum fee, exemptive applications as negotiated based upon specific requirements
Note: External legal costs are not included in the above fees.
Fund startup and registration fees are billed 50% following the selection of U.S. Bank and 50% 75 days after the preliminary registration statement is filed with the SEC.
Ongoing Annual Regulatory Administration Services in support of external legal counsel Includes annual registration statement update and drafting of supplements:
$18,000 for first three active or inactive funds in same statutory prospectus $5,000 for each additional active or inactive fund in the same statutory prospectus
All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:
Postage, if necessary
Federal and state regulatory filing fees
Expenses from Board of Trustee meetings
Third party auditing
EDGAR/XBRL filing (may be charged by third-party or U.S. Bank) All other Miscellaneous expenses
Base Fee for Accounting and Administration
The following reflects the greater of the basis point fee or annual minimum where Corgi Strategies, LLC (the Adviser) acts as investment adviser to the fund(s) in the same registered investment company.
|
Annual Minimum per Fund1 |
Basis Points on Trust AUM1 |
|
|
Funds 1-5 $45,000 |
First $250m 5 bps |
|
|
Funds 6-10 $40,000 |
Next $250m 4 bps |
|
|
Funds 11+ $30,000 |
Next $2b 3 bps |
|
|
|
Balance 2 bps |
Base Fee for ETF Services
Annual Fee per fund
ETF Order Management $10,000 per fund
ETF Transfer Agency $100 per order (Create or Redeem)
Basket Creation
Equities/Cash .25bps
International Securities/Derivatives .50bps
Fixed AP Fee TBD/fund
Optional Services
ETF Stock Splits $5,000
ETF Liquidation $5,000
ETF Slippage Calculations $1,000/Fund/Year
See Appendix A for Services and Associated Fees in addition to the Base Fee
See Appendix B for Optional Supplemental Services and Associated in addition to the Base Fee
Appendix A
Accounting, Administration Services (in addition to the Base Fee)
Data Services
Pricing and Security Setup Services
For daily pricing, setup, and maintenance of each security (estimated 252 pricing days annually)
$0.08 Listed Equity Instruments and rates including but not limited to: Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Total Return Swaps
$0.50 Lower Tier Cost Fixed Income Instruments including but not limited to: Domestic Corporate and Governments Agency Bonds, Mortgage Backed Securities, and Municipal Bonds
$0.80 Higher Tier Cost Fixed Income Instruments including but not limited to: CMO and Asset Backed Securities; Money Market Instruments; Foreign Bonds; and High Yield Bonds $1.00- Bank Loans
Derivative Instruments are generally charged at the following rates: o $0.90 Interest Rate Swaps, Foreign Currency Swaps o$1.50 Swaptions o $3.00 Credit Default Swaps
$1.50 Intraday money market funds pricing, up to 3 times per day
$500 per Month Manual Security Pricing (>25per day)
Note: Prices are based on using U.S. Bank primary pricing service which may vary by security type and are subject to change. Prices do not include set-up fees which may be charged on certain derivative instruments such as swaps. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security types, such as CLOs, CDOs and complex derivative instruments, which may result in additional fees. All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.
Corporate Action, Factor (security paydown & prepayment time series), and ETF Income Projection Services
$2.50 per Foreign Equity Security per Month for Corporate Action Services
$1.50 per Domestic Equity Security per Month for Corporate Action Services
$4.00 per CMO and Asset Backed Security per Month / $2.50 for ETF Funds per month for Factor Services
$1.50 per Mortgage Backed Security per Month for Factor Services / no charge for ETF Funds
$2.00 per Fixed Income Security per Month for ETF funds only for ETF income projections
Third Party Administrative Data Charges (descriptive data for analytics, reporting and compliance)
$1.50 per security per month for fund administrative data (based upon U.S. Bancorp standard data services and are subject to change)
Index Service Fees
$50 per month per fund: Tier 0 for maintenance of data for performance calculations where the client is supplying the Index data
$100 per month per fund: Tier 1 including but not limited to: ICE Indexes, Morningstar, Bloomberg, S&P, Dow Jones, CBOE, and HFRI Indexes
$250 per month per fund: Tier 2 including but not limited to: MSCI Indexes, FTSE Russell
$500 per month per fund: Tier 3 including but not limited to: Wilshire Indexes, Lipper JPM
$200 per month per fund additional fee for creation of a blended index, in addition to Tier index fees.
Note: Rates are tiered based upon rates charged by the index provider and are subject to change. S&P Global and Dow Jones are their standard packages only, specialized packages from all index providers will result in a higher fee. Use of other, custom, and blended indexes may result in additional fee. Index providers may require a direct contract in addition to the above service contract, which may result in additional fees payable to the index provider.
All Data Service charges are subject to change based on cost increases from underlying data providers.
SEC Modernization Requirements
Form N-PORT $12,000 per year, per Fund
Form N-CEN $300 per year, per Fund
Tailored shareholder reporting - $2,000 per year, per Fund (first class), $950 per year for each additional class
Expense Processing and Budgeting Services Non-Unitary Fee ETFs:
Fund administration payment of fund expenses and quarterly budgeting on behalf of ETFs not utilizing a unitary fee structure:
$3,000 per year, per Fund
Chief Compliance Officer Support Fee
CCO support annual fee of $3,000 per trust for each U.S. Bank service selected
(administration, accounting, transfer agent, custodian) This fee includes:
Access to the CCO Portal including business line Critical Procedures, Compliance
Controls, Reporting on Testing of Compliance Controls, Annual U.S. Bank Global Fund
Services CCO Review, SOC1 audits of business lines
Quarterly 38a-1 certifications to the CCO regarding any changes to critical policies, procedures and controls and compliance events as required under Rule 38a-1 of the Investment Company Act
Quarterly CCO teleconferences and other periodic events and webinars
CCO forums held periodically throughout the year in major cities
Annual client conference which includes CCO roundtable discussions
Note: the CCO Support team does NOT serve as the Fund CCO
Core Tax Services
M-1 book-to-tax adjustments at fiscal and excise year-end
Prepare tax footnotes in conjunction with fiscal year-end audit
Prepare Form 1120-RIC federal income tax return and relevant schedules
Prepare Form 8613 and relevant schedules
Prepare Form 1099-MISC Forms
Prepare Annual TDF FBAR (Foreign Bank Account Reporting) filing
Prepare state returns (Limited to two) and Capital Gain Dividend Estimates (Limited to two).
Miscellaneous Expenses
All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: Charges associated with accelerated effectiveness at DTCC, Portfolio Composition File (PCF) management services, SWIFT processing, customized reporting, third-party data provider costs, postage, stationary, programming, special reports, proxies, insurance, EDGAR/XBRL filing, retention of records, federal and state regulatory filing fees, liquidity classification fees, expenses related to and including travel to and from Board of Trustee meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary), and travel related costs.
Appendix B
OPTIONAL Services for Fund Accounting, Fund Administration & Portfolio Compliance
(provided by U.S. Bank upon client need and/or request)
Daily Compliance Services
$ 20,000 per fund group per year - Base fee
Additional fee of $2,500 per fund per year (first fund included in base fee)
SEC Derivatives Rule 18f-4 Confluence Technologies Offering
|
Offering |
Price per Fund per Month* |
|
Limited Derivatives User |
$200 |
|
Full Derivatives User (no OTC derivatives) |
$300 |
|
Full Derivative User (with 1-5 OTC derivatives) |
$400 |
|
Full Derivative User (with 5 or more OTC derivatives) |
$500 |
|
Closed Fund Data Maintenance Fee |
$50 |
*Additional fees may apply from index providers
Section 15(c) Reporting
$2,000 per fund per standard reporting package*
*Standard reporting packages for annual 15(c) meeting
Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio with classes on one report) OR Full 15(c) report
Performance reporting package: Peer Comparison Report
Additional 15(c) reporting is subject to additional charges
Data source Morningstar; other data sources may incur additional charges by a thirdparty source. The creation of the reporting package involving other data sources is to be created by the third-party source and client.
Fees for Special Situation:
Fee will be assessed.
Rule 2a-5 Supplemental Services:
|
Percentage of individual level 2 instruments held by a Fund |
Monthly Fee for Such Fund[2] |
|
5% or less |
$100 |
|
More than 5% but less than 25% |
$200 |
|
25% or more |
$300 |
Note: The availability of the Rule 2a-5 Supplemental Services and the associated fees are subject to USBGFS ability to obtain comparison prices from its chosen comparison third-party pricing sources at reasonable cost. The reports provided as part of the Rule 2a-5 Supplemental Services may, in USBGFS sole discretion, exclude information for instruments for which an alternative comparison price is unavailable or difficult or costly to obtain. In addition, the reports provided may cease to include instruments that were previously included if alternative prices are no longer available from third-party sources or if the fees for such alternative prices rise.
Digital Board Materials:
Comprehensive Digital Services
|
Comprehensive Digital Services |
|
|
Description |
Annual Price1 (USD) |
|
Base Fee |
$4,500 |
|
Per User Fee2 |
$500 |
|
Per Separate Committee3 Fee |
$500 |
1 Subject to an annual increase, provided that the annual increase will not exceed
4.5% through October 2025
2 Per user fee applies to all users excluding any USBGFS employee who is not an officer in a Multiple Series Trust sponsored by USBGFS.
3 A committee consists of a separate space on Diligents board portal that can be used to host and organize materials outside of the main board meeting, such as audit committees, governance committees, and executive committees.
Light Digital Offering
|
Light Digital Offering |
|
|
Description |
Annual Price1 (USD) |
|
Base Fee |
$2,000 |
1 Subject to annual CPI increase All Urban Consumers U.S. City Average index, provided that the CPI adjustment will not decrease the base fees (even if the cumulative CPI rate at any point in time is negative).
Controlled Foreign Corporation (CFC)
U.S. Bank Fee Schedule plus $15,000
C- Corp Administrative Services
1940 Act C-Corp U.S. Bank Fee Schedule plus $15,000
1933 Act C-Corp U.S. Bank Fee Schedule plus $25,000
Optional Tax Services
Additional services excluded from the Base Fee are:
Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) $5,000 per year
Additional Capital Gain Dividend Estimates (First two included in core services) $1,000 per additional estimate
State tax returns - (First two included in core services) $1,500 per additional return
Tax Reporting C-Corporations
Federal Tax Returns
Prepare corporate Book to tax calculation, average cost analysis and cost basis role forwards, and federal income tax returns for investment fund (Federal returns & 1099 Breakout Analysis) $25,000
Prepare Federal and State extensions (If Applicable) Included in the return fees
Prepare provision estimates $2,000 Per estimate
State Tax Returns
Prepare state income tax returns for funds and blocker entities $1,500 per state return
Sign state income tax returns $2,000 per state return
Assist in filing state income tax returns Included with preparation of returns
State tax notice consultative support and resolution $1,000 per fund
Additional services not included above shall be mutually agreed upon at the time of the service being added. In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided.
The Trust shall use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party, except as may otherwise be expressly agreed to by the Data Provider.
The Trust will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting any securities or financial instruments or products, including, but not limited to, funds, synthetic or derivative securities (e.g., options, warrants, swaps, and futures), whether listed on an exchange or traded over the counter or on a private-placement basis or otherwise or to create any indices (custom or otherwise).
The Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the Data, (b) not use the Data for any purpose independent of those for which it is provided by the Data Provider, and (c) exculpate the Data Provider, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trusts receipt or use of the Data (including expressly disclaiming all warranties).
The Trust will treat the Data as proprietary to the Data Provider. Further, the Trust shall acknowledge that the Data Provider is the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data.
The Trust will not (i) copy any component of the Data, (ii) alter, modify or adapt any component of the Data, including, but not limited to, translating, decompiling, disassembling, reverse engineering or creating derivative works, or (iii) make any component of the Data available to any other person or organization (including, without limitation, the Trusts present and future parents, subsidiaries or affiliates) directly or indirectly, for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement.
The Trust shall reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data.
The Trust shall assume the entire risk of using the Data and shall agree to hold the Data Providers harmless from any claims that may arise in connection with any use of the Data by the Trust.
The Trust acknowledges that the Data Providers may, in their sole and absolute discretion and at any time, terminate USBGFS right to receive and/or use the Data.
The Trust acknowledges and agrees that the Data Providers are third party beneficiaries of the agreements between the Trust and USBGFS with respect to the provision of the Data, entitled to enforce all provisions of such agreements relating to the Data.
THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. USBGFS, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE DATA (OR THE RESULTS TO BE OBTAINED BY THE USE THEREOF). USBGFS, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED
WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY
MAKE OF THE DATA. IN NO EVENT SHALL USBGFS, ITS INFORMATION
PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE
MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY
OTHER THIRD PARTY, FOR ANY DIRECT OR INDIRECT DAMAGES,
INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR
OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS
AGREEMENT OR THE INABILITY OF THE TRUST TO USE THE DATA,
REGARDLESS OF THE FORM OF ACTION, EVEN IF USBGFS, ANY OF ITS
INFORMATION PROVIDERS, OR ANY OTHER THIRD PARTY INVOLVED IN OR
RELATED TO THE MAKING OR COMPILING OF THE DATA HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES.
Services. USBGFS shall provide one of the following supplemental digital board services to the Trust (the Digital Board Services) as the Fund may elect as described below:
a. Comprehensive Digital Services
i. Full access to the premium version of Diligents board portal, including compilation and distribution of all board materials by USBGFS.
b. Light Digital Offering
i. Compilation of all board materials by USBGFS into a PDF stored on a OneDrive site to be accessed by the Trusts Board participants.
2. Compensation. The Trust shall pay to USBGFS fees for the Board Services selected in accordance with the fee schedules as follows:
a. Comprehensive Digital Services
|
Comprehensive Digital Services |
|
|
Description |
Annual Price[3] (USD) |
|
Base Fee |
$4,500 |
|
Per User Fee[4] |
$500 |
|
Per Separate Committee[5] Fee |
$500 |
b. Light Digital Offering
|
Light Digital Offering |
|
|
Description |
Annual Price1 (USD) |
|
Base Fee |
$2,000 |
3. Selection of Services.
a. Comprehensive Digital Services. The selection of Comprehensive Digital Services shall be binding o the Trust for one year. Following any one year period of Comprehensive Digital Services the Trust may select (i) Comprehensive Digital Services for an additional one year period, (ii) the Light Digital Offering, or (iii) only the basic board services provided under the Agreement.
b. Light Digital Offering. The selection of the Light Digital Offering shall be binding on the Trust for one quarter. Following any quarter for which the Trust has selected the Light Digital Offering the Trust may select (i) Comprehensive Digital Services, (ii) the Light Digital Offering for an additional quarter, or (iii) only the basic board services provided under the Agreement.
4. Third-Party Vendors.
a. The Comprehensive Digital Services are reliant upon services provided by Diligent as a third-party vendor to USBGFS, and if USBGFS shall cease to have access to the Diligent services for any reason the obligations of the parties hereto with respect to the Comprehensive Digital Services shall immediately terminate further liability.
b. The Trust agrees that it shall, and it shall cause its Board participants and other users to, comply with any terms of use established by Diligent, applicable to the use of the services and the access to any Diligent portals or electronic sites.
c. The Trust agrees that USBGFS shall not be responsible or liable for any actions or inactions of Diligent or any other third-party vendor, for any lack of access to any Diligent portal or other electronic site, or for any errors, data loss, or other cybersecurity event by Diligent, at or through a Diligent maintained electronic site, or at any other third-party vendor. The Trust acknowledges that Diligent is not responsible for maintaining records of the Trust.
d. USBGFS MAKES NO WARRANTY OR REPRESENTATIONS, EXPRESSED
OR IMPLIED, WITH RESPECT TO THE ACCURACY, COMPLETENESS,
OR SUFFICIENCY OF ANY DATA OR OTHER INFORMATION PROVIDED
THROUGH THE DILIGENT PORTALS, ANY DILIGENT ELECTRONIC SITE, OR OTHERWISE THROUGH THE COMPREHENSIVE DIGITAL SERVICES OR THE LIGHT DIGITAL OFFERING.
F
If the Trust elects to receive the Rule 2a-5 Supplemental Services, USBGFS shall provide the following services to the Funds (the Rule 2a-5 Supplemental Services):
A. Price Comparison Report
i. The Price Comparison Report is a monthly report showing prices from an alternative source chosen by USBGFS for certain instruments held by a Fund.
B. Back-testing and Calibration Report
i. The Back-testing and Calibration Report shows (a) the actual buy price for certain instruments held by a Fund compared to the next price used for such instrument in the Funds NAV and (b) the actual sale price of certain instruments held by a Fund compared to the prior price used for such instrument in the Funds NAV.
C. Adviser Valuation Oversight Report
i. The Adviser Valuation Oversight Report is graphic overview of the Funds assets, the pricing sources used by the Fund, the types of prices used, and the preliminary fair value leveling utilized for Form NPORT.
2. The Trust shall pay USBGFS fees for the Rule 2a-5 Supplemental Services for each Fund receiving such services based upon the number of level 2 instruments (as defined by the Funds Topic 820 Report) held by each such Fund as a percentage of that Funds total positions in accordance with the following table:
|
Percentage of individual level 2 instruments held by a Fund |
Monthly Fee for Such Fund[6] |
|
5% or less |
$100 |
|
More than 5% but less than 25% |
$200 |
|
25% or more |
$300 |
3. The availability of the Rule 2a-5 Supplemental Services and the associated fees are subject to USBGFS ability to obtain comparison prices from its chosen comparison third-party pricing sources at reasonable cost. The reports provided as part of the Rule 2a-5
Supplemental Services may, in USBGFS sole discretion, exclude information for instruments for which an alternative comparison price is unavailable or difficult or costly to obtain. In addition, the reports provided may cease to include instruments that were previously included if alternative prices are no longer available from third-party sources or if the fees for such alternative prices rise.
4. The alternative pricing information provided in the Rule 2a-5 Supplemental Services is intended for comparison purposes only. THE TRUST IS RESPONSIBLE FOR SELECTING THE PRICING SOURCES USED FOR EACH INSTRUMENT HELD BY EACH FUND FOR CALCULATING THE FUNDS NET ASSET VALUE, FOR DETERMINING THE APPROPRIATE PRICING METHODOLOGIES USED BY
EACH FUND, AND FOR DETERMINING THAT THE PRICES USED FOR EACH
INSTRUMENT ARE APPROPRIATE. USBGFS shall not have any obligation to verify the accuracy or appropriateness of any prices, evaluations, market quotations, or other data or pricing related inputs received from the Trust, the Fund, any of their affiliates, or any third-party source. Notwithstanding anything else in this Addendum or the Agreement to the contrary, USBGFS and its affiliates shall not be responsible or liable for any mistakes, errors, or mispricing, or any losses related thereto, resulting from any inaccurate, inappropriate, or fraudulent prices, evaluations, market quotations, or other data or pricing related inputs received from the Trust, the Fund, any of their affiliates, or any third-party source.
5. USBGFS shall only include pricing comparison information in the Rule 2a-5 Supplemental Services from third-party sources. USBGFS shall not be responsible for (i) providing any discretionary or subjective valuation of any instrument, (ii) providing any pricing information not available from a third-party source, (iii) providing any recommendation or opinion on whether a primary price or a comparison price is appropriate, or (iv) determining the appropriate pricing source for any instrument.
6. The Trust acknowledges that it is responsible for determining the suitability and applicability of the information obtained through the Rule 2a-5 Supplemental Services.
USBGFS MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SUITABILITY AND ACCURACY OF INFORMATION PROVIDED IN THE RULE 2a-5 SUPPLEMENTAL SERVICES.
G
USBGFS has entered into agreements with Confluence Technologies (Confluence) to provide data (the Confluence Data) and access for the Trust to Confluences web platform (Platform) for use in or in connection with the compliance and reporting requirements under the Rule (the Rule 18f-4 Supplemental Services).
2. If the Trust elects to receive the Rule 18f-4 Supplemental Services, the Trust shall pay the following additional fees associated with complying with the requirements of the Rule, including the access to the third-party web platform, commencing on the date the Trust begins accessing the third-party web platform:
|
Offering |
Price per Fund per Month* |
|
Limited Derivatives User |
$200 |
|
Full Derivatives User (no OTC derivatives) |
$300 |
|
Full Derivative User (with 1-5 OTC derivatives) |
$400 |
|
Full Derivative User (with 5 or more OTC derivatives) |
$500 |
|
Closed Fund Data Maintenance Fee |
$50 |
*Additional fees may apply from index providers
3. In connection with the provision of the Confluence Data and access to the Platform, Confluence requires certain provisions to be included in the Agreement. Accordingly, the Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the Confluence Data and Platform, (b) not use the Confluence Data for any purpose independent of complying with the requirements of the Rule, (c) exculpate Confluence, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trusts receipt or use of the Confluence Data (including expressly disclaiming all warranties). The Trust further agrees that Confluence shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) (c).
4. The Trust acknowledges that it is responsible for determining the suitability and accuracy of the information obtained through its access to the Platform. USBGFS MAKES NO
WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SUITABILITY AND ACCURACY OF FUND DATA, SYSTEMS, INDUSTRY INFORMATION AND PROCESSES ACCESSED THROUGH THE PLATFORM.
5. In the event of termination of the Rule 18f-4 Supplemental Services, the Trust shall immediately end its access to the Platform and return all codes, system access mechanisms, programs, manuals and other written information to USBGFS, and shall, to the extent reasonably technically practicable and permitted by applicable law, destroy or erase all such information on any storage medium, unless such access continues to be permitted pursuant to a separate agreement.
6. The Trust assumes exclusive responsibility for the consequences of any instructions it may give to USBGFS, for failure to properly access the Platform in the manner prescribed by USBGFS, and for the Trusts failure to supply accurate and complete information to USBGFS.
7. The Trust must provide USBGFS with such information as is requested by USBGFS or Confluence to assist in developing the Confluence Data needed for the Trusts obligations under the Rule. The Trust must provide USBGFS with such information as is necessary for USBGFS to provide the Trust with access to the Platform.
H
1. Services and Definitions
A. Internet Access Internet access by Shareholders to their account information and investment transaction capabilities (Internet Service). Internet Service is connected directly to the Fund groups web site(s) through a transparent hyperlink. To the extent offered by the Trust, Shareholders can access, among other information, account information and portfolio holdings within the Funds, view their transaction history, and purchase additional shares through the Automated Clearing House (ACH).
B. InformaTM means the system made available through DST Output, a wholly owned subsidiary of DST Systems, Inc. (DST) known as InformaTM
C. INFORMA Services means the services that enable DST to make available certain data from DSTs TA2000 mutual fund record-keeping systems through the Internet to authorized Users available to consenting end-users (User, as defined below) through the systems known as Digital Investor or Digital Investor Institutional (as defined below), whereby certain electronic statements (EStatements, as further defined below) may be searched, viewed, downloaded and printed. INFORMA Services also include notification to the end-user of the availability of E-Statements and storage of E-Statement documents.
D. E-Statement means an electronic version of daily confirms, monthly, quarterly or annual statements, and shareholder tax statements created with investor transaction data housed on DSTs TA2000 mutual fund record keeping system, with images available online via a secure web site.
E. Vision Electronic Statement Services Online account access for broker/dealers, financial planners, and registered investment advisers (RIAs).
F. Chat A web-based system to permit Shareholders to engage customer service agents through Internet chat. Services offered through chat are the same as through telephone servicing and include account information, transaction history, account maintenance, purchase, liquidation, etc.
G. Digital Investor An internet portal for Shareholder access
H. Digital Investor Institutional An internet portal for Institutional Shareholder access
I. Electronic Services shall consist of those services set out in paragraph A through H above.
J. End User(s) or User(s) means the consenting person(s) to whom Electronic Services are made available.
2. Duties and Responsibilities of USBGFS
USBGFS shall:
A. Make the Internet Service available 24 hours a day, 7 days a week, subject to scheduled maintenance and events outside of USBGFS reasonable control. Unless an emergency is encountered, no routine maintenance will occur during the hours of 8:00 a.m. to 3:00 p.m. Central Time.
B. Provide installation services for Electronic Services, which shall include review and approval of the Trusts network requirements, recommending method of establishing (and, as applicable, cooperate with the Fund to implement and maintain) a hypertext link between the Electronic Services site and the Funds web site(s) and testing the network connectivity and performance.
C. Maintain and support the Electronic Services, which shall include providing error corrections, minor enhancements and interim upgrades to the Electronic Services that are made generally available to the Electronic Services customers and providing help desk support to provide assistance to the Trusts officers and agents with their use of the Electronic Services. Maintenance and support, as used herein, shall not include (i) access to or use of any substantial added functionality, new interfaces, new architecture, new platforms, new versions or major development efforts, unless made generally available by USBGFS to the Electronic Services customers, as determined solely by USBGFS or (ii) maintenance of customized features.
D. Establish systems to guide, assist and permit End Users (as defined above) who access the Electronic Services from the Trusts web site(s) to electronically perform inquiries and create and transmit transaction requests to USBGFS.
E. Address and mail, at each applicable Funds expense, notification and promotional mailings and other communications provided by the Fund to shareholders regarding the availability of the Electronic Services.
F. Prepare and process new account applications received through the Internet Service from Shareholders determined by a Fund to be eligible for such services and in connection with such, the Fund agrees to permit the establishment of Shareholder bank account information over the Internet in order to facilitate purchase activity through ACH.
G. Provide the End User with a transaction confirmation number for each completed purchase, redemption, or exchange of the applicable Funds shares upon completion of the transaction. Transactions are not considered in good order, and will not be processed, until the entry of the trade and proper authorization has been completed. If order entry or authorization occur after market close the transaction will be posted and receive the Net Asset Value for the next business day.
H. Informa, Digital Investor, Digital Investor Institutional, Vision, and E-Statement are provided by a third party (Third Party Electronic Services). Third Party Electronic Services utilize commercially reasonable encryption and secure transport protocols intended to prevent fraud and ensure confidentiality of End User accounts and transactions. USBGFS will take commercially standard actions, including periodic scans of Internet interfaces and the Electronic Services, to protect the Internet web site(s) that provide the Electronic Services and related network(s), against viruses, worms and other data corruption or disabling devices, and unauthorized, fraudulent or illegal use, by using appropriate anti-virus and intrusion detection software and by adopting such other security procedures as may be necessary.
I. Inform the Trust promptly of any malfunctions, problems, errors or service interruptions with respect to the Electronic Services of which USBGFS becomes aware.
J. Exercise reasonable efforts to maintain all on-screen disclaimers and copyright, trademark and service mark notifications, if any, provided by the Trust to USBGFS in writing from time to time, and all point and click features of the Electronic Services relating to Shareholder acknowledgment and acceptance of such disclaimers and notifications.
K. Establish and provide to the Trust written procedures, which may be amended from time to time by USBGFS with the written consent of the Trust, regarding End User access to the Electronic Services and that are reasonably designed to protect the security and confidentiality of information relating to the Funds and End Users.
L. Provide the Funds with daily reports of transactions listing all purchases or transfers made by each End User separately. USBGFS shall also furnish the Funds with monthly reports summarizing shareholder inquiry and transaction activity without listing all transactions.
M. Annually engage a third party to audit its internal controls for the Electronic Services and compliance with all guidelines for the Electronic Services included herein and provide the Trust with a copy of the auditors report promptly.
N. Maintain its systems and perform its duties and obligations hereunder in accordance with all applicable laws, rules and regulations.
O. Be responsible for timely and adequately notifying User via e-mail that the Users E-Statement is available at the appropriate Internet site.
P. Ensure the E-Statement is available for the User on the Funds Internet site for a minimum period of twenty-four (24) months after delivery.
3. Duties and Responsibilities of the Trust
The Fund or the End User, respectively, assume exclusive responsibility for the consequences of any instructions it may give to USBGFS, its own failure to properly access the Electronic Services in the manner prescribed by USBGFS, and its failure to supply accurate information to USBGFS.
The Trust or a Fund, as applicable, shall:
A. Revise and update the applicable Prospectus(es) and other pertinent materials including, without limitation, the funds website(s), and obtain all necessary consents and agreements with respect to the Electronic Services (such as user agreements with End Users), to include the appropriate consents, notices and disclosures for Electronic Services, including disclaimers and information reasonably requested by USBGFS.
B. Be responsible for designing, developing and maintaining one or more web sites for the Funds through which End Users may access the Electronic Services, including provision of software necessary for access to the Internet, which must be acquired from a third party vendor. Such web sites shall have the functionality necessary to facilitate, implement and maintain the hypertext links to the Electronic Services and the various inquiry and transaction web pages. The Funds shall provide USBGFS with the name of the host of the Funds web site server and shall notify USBGFS of any change to the Funds web site server host.
C. Provide USBGFS with such information and/or access to the Funds web site(s) as is necessary for USBGFS to provide the Electronic Services to End Users.
D. Promptly notify USBGFS of any problems or errors with the applicable Electronic Services of which the Trust becomes aware or any changes in policies or procedures of the Fund requiring changes to the Electronic Services.
4. Additional Representations and Warranties
The parties hereby warrant that neither party shall knowingly insert into any interface, other software, or other program provided by such party to the other hereunder, or accessible through the Electronic Services or Funds web site(s), as the case may be, any back door, time bomb, Trojan Horse, worm, drop dead device, virus or other computer software code or routines or hardware components designed to disable, damage or impair the operation of any system, program or operation hereunder. For failure to comply with this warranty, the non-complying party shall immediately replace all copies of the affected work product, system or software. All costs incurred with replacement including, but not limited to, cost of media, shipping, deliveries and installation, shall be borne by such party.
5. Proprietary Rights
A. Each party acknowledges and agrees that it obtains no rights in or to any of the software, hardware, processes, trade secrets, proprietary information or distribution and communication networks of the other hereunder. Any software, interfaces or other programs a party provides to the other hereunder shall be used by such receiving party only in accordance with the provisions of this Exhibit C. Any interfaces, other software or other programs developed by one party shall not be used directly or indirectly by or for the other party or any of its affiliates to connect such receiving party or any affiliate to any other person, without the first partys prior written approval, which it may give or withhold in its sole discretion. Except in the normal course of business and in conformity with Federal copyright law or with the other partys consent, neither party nor any of its affiliates shall disclose, use, copy, decompile or reverse engineer any software or other programs provided to such party by the other in connection herewith.
B. The Funds web site(s) and the Electronic Services may contain certain intellectual property, including, but not limited to, rights in copyrighted works, trademarks and trade dress that is the property of the other party. Each party retains all rights in such intellectual property that may reside on the other partys web site, not including any intellectual property provided by or otherwise obtained from such other party. To the extent the intellectual property of one party is cached to expedite communication, such party grants to the other a limited, non-exclusive, non-transferable license to such intellectual property for a period of time no longer than that reasonably necessary for the communication. To the extent that the intellectual property of one party is duplicated within the other partys web site to replicate the look and feel, trade dress or other aspect of the appearance or functionality of the first site, that party grants to the other a limited, non-exclusive, non-transferable license to such intellectual property for the period during which this Exhibit C is in effect. This license is limited to the intellectual property needed to replicate the appearance of the first site and does not extend to any other intellectual property owned by the owner of the first site. Each party warrants that it has sufficient right, title and interest in and to its web site and its intellectual property to enter into these obligations, and that to its knowledge, the license hereby granted to the other party does not and will not infringe on any U.S. patent, copyright or other proprietary right of a third party.
C. Each party agrees that the nonbreaching party would not have an adequate remedy at law in the event of the other partys breach or threatened breach of its obligations under this Section of this Exhibit C and that the nonbreaching party would suffer irreparable injury and damage as a result of any such breach. Accordingly, in the event either party breaches or threatens to breach the obligations set forth in this Section of this Exhibit C, in addition to and not in lieu of any legal or other remedies a party may pursue hereunder or under applicable law, each party hereby consents to the aggrieved party seeking equitable relief (including the issuance of a temporary restraining order, preliminary injunction or permanent injunction) against it by a court of competent jurisdiction, without the necessity of proving actual damages or posting any bond or other security therefor, prohibiting any such breach or threatened breach. In any proceeding upon a motion for such equitable relief, a partys ability to answer in damages shall not be interposed as a defense to the granting of such equitable relief. The provisions of this Section relating to equitable relief shall survive termination of the provision of services set forth in this Exhibit C.
6. Compensation
USBGFS shall be compensated for providing the Electronic Services selected by the Trust from time to time in accordance with the fee schedule set forth in Exhibit D (as amended from time to time).
7. Additional Indemnification; Limitation of Liability
A. Subject to Section 2 of this Exhibit, USBGFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC SERVICES.
Accordingly, USBGFS sole liability to the Trust, a Fund, or any third party
(including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic Services to be provided by USBGFS hereunder shall be to use its best efforts to commence or resume the Electronic Services as promptly as is reasonably possible, so long as the delay or interruption was not the proximate result of USBGFSs gross negligence or willful misconduct.
B. USBGFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust, each Fund and their trustees, officers, agents, and employees from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys fees) arising out of or relating to any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Electronic Services.
C. If an injunction is issued against the Trust or a Funds use of the Electronic Services by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBGFS shall, at its own option and expense,
either (i) procure for the Trust or Fund the right to continue to use the Electronic Services on substantially the same terms and conditions as specified hereunder, or
(ii) after notification to the Trust or Fund, replace or modify the Electronic Services so that they become non-infringing, provided that, in the Trusts judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic Services or significantly lessen their utility to the Fund. If in the Trusts judgment, such replacement or modification does materially adversely affect the performance of the Electronic Services or significantly lessen their utility to the Trust or Fund, the Trust may terminate all rights and responsibilities under this Exhibit C immediately on written notice to
USBGFS.
D. Because the ability of USBGFS to deliver Electronic Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBGFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic Services by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBGFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBGFS or its affiliates) that cause a disruption of the Electronic Services, unless USBGFS did not exercise reasonable care in following commercial standards to protect the Electronic Services.
E. USBGFS shall not be responsible for the accuracy of input material from End Users nor the resultant output derived from inaccurate input.
F. Certain Electronic Services may permit the Trust or the Fund to provision End Users. If the Trust or the Fund undertake to provision End Users, the Trust or the Fund, as applicable, shall be solely responsible for providing access to End Users, removing access for End Users, and for maintaining appropriate safeguards over access credentials for End Users. USBGFS shall not be responsible for any unauthorized or improper use of the Electronic Services by such End Users or by any other person accessing the Electronic Services through the action or inaction of the Trust, the Fund, or such End Users.
G. Notwithstanding anything to the contrary contained herein, USBGFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBGFS. USBGFS is entitled to reasonably presume that all information and transaction requests submitted through the Electronic Services are genuine in the absence of actual information to the contrary. USBGFS will not be liable for any loss, liability, cost or expense for reasonably following instructions
communicated through the Electronic Services, including fraudulent or unauthorized instructions.
8. Warranties
EXCEPT AS OTHERWISE PROVIDED IN THIS EXHIBIT, THE ELECTRONIC
SERVICES ARE PROVIDED BY USBGFS AS IS ON AN AS-AVAILABLE
BASIS WITHOUT WARRANTY OF ANY KIND, AND USBGFS EXPRESSLY
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO
THE ELECTRONIC SERVICES INCLUDING, WITHOUT LIMITATION,
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
9. Duties in the Event of Termination
In the event of termination of the services provided pursuant to this Exhibit C, (i) End
Users will no longer be able to access the Electronic Services and (ii) the applicable Funds will, to the extent reasonably technically practicable and permitted by applicable law, return all codes, system access mechanisms, programs, manuals and other written information provided to it by USBGFS in connection with the Electronic Services provided hereunder, and shall destroy or erase all such information on any diskettes or other storage medium, except to the extent a Fund is required to keep copies of such records under applicable law.
[1] For the avoidance of doubt, USBGFS affiliates and third party software providers will be used as sub-processors under this Agreement, and the Trust hereby authorizes such use.
[2] NOTE: The Rule 2a-5 Supplemental Services and the associated fees are dependent on comparison prices from USBGFS chosen comparison third-party pricing source. The Fund may choose to perform comparison pricing with a different comparison pricing vendor under an alternative service with different associated costs.
[3] Subject to annual CPI increase All Urban Consumers U.S. City Average index, provided that the CPI adjustment will not decrease the base fees (even if the cumulative CPI rate at any point in time is negative).
[4] Per user fee applies to all users excluding any USBGFS employee who is not an officer of the Trust
[5] A committee consists of a separate space on Diligents board portal that can be used to host and organize materials outside of the main board meeting, such as audit committees, governance committees, and executive committees.
[6] NOTE: The Rule 2a-5 Supplemental Services and the associated fees are dependent on comparison prices from USBGFS chosen comparison third-party pricing source. The Fund may choose to perform comparison pricing with a different comparison pricing vendor under an alternative service with different associated costs.
[Purchaser Letterhead Corgi Strategies, LLC]
,2025
Corgi ETF Trust I
473 Pine St, Floor 5 San Francisco, CA 94104 Ladies and Gentlemen:
We agree to purchase from Corgi ETF Trust I (the Trust), on a date to be specified by the Trust and prior to the effective date of the Trusts Registration Statement on Form N1A, shares of beneficial interest of the Fund specified below at the pershare purchase price set forth below, for an aggregate price of $200,000 or other amount, to provide the initial capital required by Section 14 of the Investment Company Act of 1940 to make a public offering of shares.
|
Fund |
Amount Purchased |
Price Per Share |
Shares Purchased |
|
Founder-Led ETF |
$100,000 |
$25 |
4,000 |
|
FounderLed 2x Daily ETF |
$100,000 |
$25 |
4,000 |
We represent that we are acquiring these shares for investment purposes and not for distribution or resale to the public. We will not sell or redeem Shares if doing so would cause the Fund to have net assets below $100,000 while the Fund is making a public offering.
This agreement is effective as of the date set forth above.
Very truly yours,
Corgi Strategies, LLC
By: ________________________________ Name:
Title:
Acknowledged and accepted:
Corgi ETF Trust I, on behalf of the Fund(s) listed above.
By: ________________________________ Name:
Title: