Form 485BPOS Tidal ETF Trust – StreetInsider.com

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AS
FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 2023

 

1933
Act Registration File No.: 333-227298


Buy/sell, rent/lease residential &
commercials real estate properties.

1940
Act File No.: 811-23377

 

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

 

FORM
N-1A

 

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment
No. ___
Post-Effective Amendment
No. 203
and/or  
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
Amendment No. 204

TIDAL
ETF TRUST
 

(Exact
Name of Registrant as Specified in Charter)

 

234
West Florida Street, Suite 203

Milwaukee,
Wisconsin 53204

(Address
of Principal Executive Offices, Zip Code)

 

(Registrant’s
Telephone Number, including Area Code) (844) 986-7676

 

The
Corporation Trust Company

1209
Orange Street

Corporation
Trust Center

Wilmington,
DE 19801

 (Name
and Address of Agent for Service)

 

Copies
to:

 

Eric
W. Falkeis

Tidal
ETF Services LLC

234
West Florida Street, Suite 203

Milwaukee,
Wisconsin 53204

Christopher
M. Cahlamer

Godfrey
& Kahn, S.C.

833
East Michigan Street, Suite 1800

Milwaukee,
Wisconsin 53202

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

 

  immediately upon filing pursuant
to paragraph (b)
  on November 25, 2023 pursuant to paragraph (b)
  60 days after filing pursuant to paragraph (a)(1)
  on (date) pursuant to paragraph (a)(1)
  75 days after filing pursuant to paragraph (a)(2)
  on (date) pursuant to paragraph (a)(2) of rule
485

Explanatory
Note
:
This Post-Effective Amendment No. 203
to the Registration Statement of Tidal ETF Trust is being filed to respond to Staff comments with respect to the registration
of the Aztlan North America Nearshoring Stock Selection ETF as a new series of the Trust and
to make other permissible changes under Rule 485(b).

 

NRSH Aztlan
North America Nearshoring Stock Selection ETF
  listed
on NYSE Arca, Inc.

PROSPECTUS
November 25, 2023

 

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

 

 

TABLE
OF CONTENTS 

 

SUMMARY

 

Investment
Objective

 

The
Aztlan North America Nearshoring Stock Selection ETF (the “Fund”) seeks to track the performance, before fees and
expenses, of the Aztlan North America Nearshoring Price Return Index (the “Index”).

 

Fees
and Expenses of the Fund

 

This
table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table
and Example below.

 

Annual
Fund Operating Expenses
(1) (expenses that you pay each year as a percentage of the value of your investment)
 
Management Fees 0.75%
Distribution and/or Service (12b-1) Fees
0.00%
Other Expenses(2) 0.00%
Total Annual Fund Operating Expenses 0.75%
  (1)
     
  (2)
     

Expense
Example

 

This
Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The Example
assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your Shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of
Shares. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1
Year
3
Years
$77 $240

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 may indicate higher transaction costs and may result in higher taxes when Shares are held in
a taxable account. These costs, which are not reflected in total annual fund operating expenses or in the expense example above,
affect the Fund’s performance. Because the Fund is newly organized, portfolio turnover information is not yet available.

 

Principal
Investment Strategies

 

The
Fund uses a “passive management” (or indexing) approach to track the performance, before fees and expenses, of the
Index. The Index is based on a proprietary methodology created by Aztlan Equity Management, LLC (“Aztlan”) that follows
a non-discretionary, rules-based methodology to determine the universe of potential Index components. The Index is owned, published,
and administered by Aztlan, and it is calculated by S&P Dow Jones Indices.

 

What
is Nearshoring?

 

Nearshoring
is a business strategy involving the transfer of some or all of a company’s operations to a nearby country. The strategy
offers various benefits, including cost savings, similar time zones, and cultural similarities. In addition, it mitigates some
of the risks associated with offshoring, like communication and logistic complexities.

 

 

Aztlan
North America Nearshoring Price Return Index

 

The
Index will include equity securities listed on regulated exchanges in the United States, Canada, and Mexico.

 

Each
Index constituent must have a market capitalization of at least $500 million USD at the time of its initial inclusion in the Index.

 

The
Index will be comprised of securities of at least 30 companies from three key sub-industries considered to be direct beneficiaries
of the nearshoring secular trend in North America:

 

  Industrial Real
Estate-Focused Companies
: These companies are focused on property used for industrial purposes, such as manufacturing,
production, storage, distribution, and research and development. Such companies include real estate investment trusts (“REITs”),
property developers (e.g., firms that buy land, finance real estate deals, build or have builders construct projects), property
management companies, and real estate brokerage companies.
  Storage and Warehousing
Logistics Companies
: These companies are involved in the process of storing goods and managing their movement through
a supply chain. This includes a broad range of activities, such as receiving goods, inventory management, tracking, and tracing,
storage, handling, and packing and order fulfillment.
  Transportation
Logistics Companies
: These companies manage the movement of goods from one location to another. This can involve various
modes of transportation, including trucking, rail, air, and sea.

The
initial universe for the Index includes companies that, according to Global Industry Classification Standard (“GICS”)
classifications, belong to one of the following industries or sub-industries: (a) Industrial REITs, (b) Office REITs, (c) Real
Estate Management & Development, (d) Specialized REITs, (e) Ground Transportation, (f) Air Freight & Logistics, (g) Transportation
Infrastructure, or (h) Marine Transportation. The initial universe will also be limited to companies that Aztlan’s research
has determined will have a pecuniary benefit from nearshoring activities across North America. The Index is rebalanced annually
at which time the initial universe for the Index is reconstituted based on GICS classifications at the time of rebalance.

 

From
the initial universe, the Index uses a proprietary quantitative fundamental model to rank stocks based on the following five equally
weighted fundamental factors: Value, Cash Flow, Growth, Quality, and Estimate Surprise. The Index analyzes each of the factors
based on publicly available company information. Please see the “Additional Information about the Index” section
of the Fund’s Prospectus for a description of each of the foregoing factors and how the Index calculates them.

 

The
Index includes the top 30 ranked stocks. Individual stock weights in the Index are set as follows are based on the 30-day average
daily traded volume (“ADTV”) for a particular company’s stock, as follows:

 

  If ADTV is less
than $1 million USD, then stock weight = 0.50% of the Fund’s portfolio.
  If ADTV is greater
than $1 million USD and less than $5 million USD, then stock weight = 1.0% of the Fund’s portfolio.
  If ADTV is greater
than $5 million USD and less than $10 million USD, then stock weight = 5.0% of the Fund’s portfolio.
  If ADTV is greater
than $10 million USD, then stock weight = no set limit.

The
Index will determine each stock’s weight in the Index based on mathematical calculations to ensure the Index’s constituents
in the aggregate total 100%. Please see the “Additional Information about the Index” section of the Fund’s
Prospectus for a description of the calculations.

 

The
Fund’s Investment Strategy

 

The
Fund will invest all, or substantially all, of its assets in the component securities that make up the Index (the “Index
Components”).

 

Under
normal circumstances, at least 80% of the Fund’s net assets, plus borrowings for investment purposes, will be invested in
equity securities of companies incorporated in or that are listed in the United States, Canada, or Mexico. The 80% policy has
been adopted as a non-fundamental investment policy and may be changed without shareholder approval upon approval by the Board
of Trustees (the “Board”) of Tidal ETF Trust (the “Trust”) and 60 days’ written notice to shareholders.

 

The
Fund will generally use a “replication” strategy to achieve its investment objective, meaning it generally will invest in
all of the Index Components. However, the Fund may use a “representative sampling” strategy, meaning it may invest in a sample
of the securities in the Index whose risk, return and other characteristics closely resemble the risk, return and other characteristics
of the Index as a whole, when the Adviser believes it is in the best interests of the Fund (e.g., when replicating the Index involves
practical difficulties or substantial costs, an Index constituent becomes temporarily illiquid, unavailable, or less liquid, or as a
result of legal restrictions or limitations that apply to the Fund but not to the Index).

 

 

The
Fund may invest in securities or other investments not included in the Index, but which the Adviser believes will help the Fund
track the Index. For example, the Fund may invest in securities that are not components of the Index to reflect various corporate
actions and other changes to the Index (such as reconstitutions, additions, and deletions).

 

To
the extent the Index concentrates (i.e., holds more than 25% of its total assets in the securities of a particular industry or
group of related industries), the Fund will concentrate its investments to approximately the same extent as the Index.

 

The
Fund is considered to be non-diversified, which means that 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 a diversified fund.

 

Principal
Investment Risks

 

The
principal risks of investing in the Fund are summarized below. Each risk summarized below is considered a “principal risk”
of investing in the Fund, regardless of the order in which they appear. As with any investment, there is a risk that you could
lose all or a portion of your investment in the Fund.
Some or all of these risks may adversely affect the Fund’s net asset
value per share (“NAV”), trading price, yield, total return and/or ability to meet its objective. For more information
about the risks of investing in the Fund, see the section in the Fund’s Prospectus titled “Additional Information
About the Fund—Principal Risks of Investing in the Fund.”

  

Concentration
& Limited Holdings Risks.
The Fund may concentrate its investments in one or more of the industries related to the types
of companies noted below. As a result, the Fund will be subject to the company risks noted below. In addition, the Fund will hold
a limited number of securities. As a result, it may be more volatile and have a greater risk of loss than more broadly diversified
funds.

 

  Risks of Investing
in Industrial Real Estate-Focused Companies:
Investing in industrial real estate-focused companies carries several risks.
Economic downturns can reduce demand for manufacturing and storage spaces, affecting rental incomes and property values. Additionally,
these companies might face significant capital expenditures for maintaining and updating large industrial facilities. Changes
in zoning laws or environmental regulations can impact property usability and value. Overreliance on a few key tenants or
industries can expose these companies to sector-specific downturns, affecting their revenue streams.
  Risks of Investing
in Storage and Warehousing Logistics Companies:
Investing in storage and warehousing logistics companies comes with potential
risks. These companies can be significantly impacted by global supply chain disruptions, leading to decreased demand for storage
or logistic services. Technological changes or innovations might render existing infrastructures obsolete, requiring substantial
investments to modernize. Additionally, any inefficiencies in their operations, such as mismanagement of inventory or delays,
can erode customer trust and impact profitability. These firms may face intense competition, squeezing profit margins and
threatening market share.
  Risks of Investing
in Transportation Logistics Companies:
Investing in transportation logistics companies carries inherent risks. These companies
are highly susceptible to fluctuations in fuel prices, which can significantly impact operational costs. Regulatory changes,
environmental concerns, and geopolitical tensions can disrupt international shipping routes and trade agreements. Additionally,
infrastructure failures, accidents, or labor disputes can lead to delays and increased costs, while intense competition in
the sector can further pressure profit margins.

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 was a diversified fund. As a result, a decline in the value of an
investment in a single issuer or a smaller number of issuers could cause the Fund’s overall value to decline to a greater
degree than if the Fund held a more diversified portfolio.

 

 

Foreign
Securities Risk.
Investments in securities or other instruments of non-U.S. issuers involve certain risks not involved in
domestic investments and may experience more rapid and extreme changes in value than investments in securities of U.S. companies.
Financial markets in foreign countries often are not as developed, efficient, or liquid as financial markets in the United States,
and therefore, the prices of non-U.S. securities and instruments can be more volatile. In addition, the Fund will be subject to
risks associated with adverse political and economic developments in foreign countries, which may include the imposition of economic
sanctions. Generally, there is less readily available and reliable information about non-U.S. issuers due to less rigorous disclosure
or accounting standards and regulatory practices.

  

  Investing in
Canada Risks:
Risks of investing in Canadian issuers center around the country’s economic dependency on natural
resources and the potential volatility of commodity prices. Additional risks stem from currency fluctuations, regulatory changes,
and political instability. Furthermore, the heavy reliance on the U.S. market and the lack of economic diversification introduces
geographic concentration risk. Interest rate changes, complexity in the taxation system, and the impact of environmental change
on resource-focused sectors further influence investment risks.
  Investing in
Mexico Risks:
Investing in Mexican issuers exposes investors to several risks, including economic risk due to reliance
on industries like manufacturing, petroleum, and tourism. Currency risk arises from potential depreciation of the Mexican
peso, and political risk is driven by instability and changeable government policies. The close economic ties with the U.S.
introduce geographic concentration risk, while changes in Banco de México’s interest rates could affect company
performance. Furthermore, the complexity of Mexico’s tax system, security issues in certain regions, and the potential
erosion of investment value by inflation all contribute to investment risk.

Geographic
Concentration Risk.
Because the Fund focuses its investments only in the United States, Canada, and Mexico, it may be more
volatile than a more geographically diversified fund.

 

Market
Capitalization Risk.

 

  Large-Capitalization
Investing.
The securities of large-capitalization companies may be relatively mature compared to smaller companies and
therefore subject to slower growth during times of economic expansion. Large-capitalization companies may also be unable to
respond quickly to new competitive challenges, such as changes in technology and consumer tastes.
  Mid-Capitalization
Investing.
The securities of mid-capitalization companies may be more vulnerable to adverse issuer, market, political,
or economic developments than securities of large-capitalization companies. The securities of mid-capitalization companies
generally trade in lower volumes and are subject to greater and more unpredictable price changes than large-capitalization
stocks or the stock market as a whole.
  Small-Capitalization
Investing.
The securities of small-capitalization companies may be more vulnerable to adverse issuer, market, political,
or economic developments than securities of large- or mid-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more unpredictable price changes than large- or
mid-capitalization stocks or the stock market as a whole. There is typically less publicly available information concerning
smaller-capitalization companies than for larger, more established companies.
     

General
Market Risk
. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases
the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries
or regions. Securities in the Fund’s portfolio may underperform in comparison to securities in the general financial markets,
a particular financial market, or other asset classes, due to a number of factors, including inflation (or expectations for inflation),
interest rates, global demand for particular products or resources, natural disasters or events, pandemic diseases, terrorism,
regulatory events, and government controls.

 

Equity
Market Risk.
The equity securities held in the Fund’s portfolio may experience sudden, unpredictable drops in value
or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting
specific issuers, industries, or sectors in which the Fund invests. Common stocks, such as those held by the Fund, are generally
exposed to greater risk than other types of securities, such as preferred stocks and debt obligations, because common stockholders
generally have inferior rights to receive payment from issuers.

 

High
Portfolio Turnover Risk
. The Index is expected to have a high portfolio turnover rate. As a result, the Fund is likewise expected
to frequently trade all or a significant portion of the securities in its portfolio. A high portfolio turnover rate increases
transaction costs, which may increase the Fund’s expenses. Frequent trading may also cause adverse tax consequences for
investors in the Fund due to an increase in short-term capital gains.

 

Cybersecurity
Risk
. With the increased use of technologies such as the Internet to conduct business, the Fund is susceptible to operational,
information security, and related risks. Cyber incidents affecting the Fund or its service providers may cause disruptions and
impact business operations, potentially resulting in financial losses, interference with the Fund’s ability to calculate
its NAV, impediments to trading, the inability of shareholders to transact business, violations of applicable privacy and other
laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs.

 

ETF
Risk.
The Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the following risks:

 

  o Authorized Participants,
Market Makers, and Liquidity Providers Concentration Risk.
The Fund has a limited number of financial institutions that
are authorized to purchase and redeem Shares directly from the Fund (known as “Authorized Participants” or “APs”).
In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either
of the following events occur, Shares may trade at a material discount to NAV and possibly face delisting: (i) APs exit the
business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform
these services; or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business
activities and no other entities step forward to perform their functions.
  o Costs of Buying
or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions imposed by brokers and
bid-ask spreads, frequent trading of Shares may significantly reduce investment results and an investment in Shares may not
be advisable for investors who anticipate regularly making small investments.
  o Shares May Trade
at Prices Other Than NAV.
As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Although
it is expected that the market price of Shares will approximate the Fund’s NAV, there may be times when the market price
of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount) due to supply and demand of Shares
or during periods of market volatility. This risk is heightened in times of market volatility, periods of steep market declines,
and periods when there is limited trading activity for Shares in the secondary market, in which case such premiums or discounts
may be significant. Because securities held by the Fund may trade on foreign exchanges that are closed when the Fund’s
primary listing exchange is open, the Fund is likely to experience premiums and discounts greater than those of ETFs holding
only domestic securities.

 

  o Trading.
Although Shares are listed for trading on a national securities exchange, such as the NYSE Arca, Inc. (the “Exchange”),
and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that Shares will trade with any volume,
or at all, on any stock exchange. In stressed market conditions, the liquidity of Shares may begin to mirror the liquidity
of the Fund’s underlying portfolio holdings, which can be significantly less liquid than Shares. Also, in stressed market
conditions, the market for Shares may become less liquid in response to deteriorating liquidity in the markets for the Fund’s
underlying portfolio holdings. This adverse effect on liquidity for Shares, in turn, could lead to wider bid/ask spreads and
differences between the market price of Shares and the underlying value of those Shares.

REIT
Risk.
A REIT is a company that owns or finances income-producing real estate. Through its investments in REITs, the Fund is
subject to the risks of investing in the real estate market, including decreases in property revenues, increases in interest rates,
increases in property taxes and operating expenses, legal and regulatory changes, a lack of credit or capital, defaults by borrowers
or tenants, environmental problems and natural disasters.

 

REITs
are subject to additional risks, including those related to adverse governmental actions; declines in property value and the real
estate market; the potential failure to qualify for tax-free pass through of income; and exemption from registration as an investment
company. REITs are dependent upon specialized management skills and may invest in relatively few properties, a small geographic
area, or a small number of property types. As a result, investments in REITs may be volatile. To the extent the Fund invests in
REITs concentrated in specific geographic areas or property types, the Fund may be subject to a greater loss as a result of adverse
developments affecting such area or property types. REITs are pooled investment vehicles with their own fees and expenses and
the Fund will indirectly bear a proportionate share of those fees and expenses.

 

Models
and Data Risk.
The composition of the Index is heavily dependent on proprietary quantitative models as well as information
and data supplied by third parties (“Models and Data”). When Models and Data prove to be incorrect or incomplete,
any decisions made in reliance thereon may lead to securities being included in or excluded from the Index that would have been
excluded or included had the Models and Data been correct and complete. If the composition of the Index reflects such errors,
the Fund’s portfolio can be expected to reflect the errors, too.

 

New
Fund Risk.
The Fund is a recently organized management investment company with no operating history. As a result, prospective
investors do not have a track record or history on which to base their investment decisions. There can be no assurance that the
Fund will grow to or maintain an economically viable size. If the Fund fails to maintain an economically viable size, it may cease
operations, and investors may be required to liquidate or transfer their investments at inopportune times.

 

Passive
Investment Risk
. The Fund invests in the securities included in, or representative of, the Index regardless of their investment merit.
The Fund does not attempt to outperform the 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 the Index.

 

Recent
Market Events Risk.
U.S. and international markets have experienced and may continue to experience significant periods of
volatility in recent years and months due to a number of economic, political and global macro factors including rising inflation,
uncertainty regarding central banks’ interest rate increases, the possibility of a national or global recession, trade tensions,
political events, the war between Russia and Ukraine and the impact of the coronavirus (COVID-19) global pandemic. The global
recovery from COVID-19 may last for an extended period of time. As a result of continuing political tensions and armed conflicts,
including the war between Ukraine and Russia, the U.S. and the European Union imposed sanctions on certain Russian individuals
and companies, including certain financial institutions, and have limited certain exports and imports to and from Russia. The
war has contributed to recent market volatility and may continue to do so.

 

 

Tracking
Error Risk.
As with all index funds, the performance of the Fund and the Index may differ from each other for a variety of
reasons. For example, the Fund incurs operating expenses and portfolio transaction costs not incurred by the Index. In addition,
the Fund may not be fully invested in the securities of the Index at all times or may hold securities not included in the Index.

 

Performance

 

Performance
information for the Fund is not included because the Fund has not completed a full calendar year of operations as of the date
of this Prospectus.
When such information is included, this section will provide some indication of the risks of investing in
the Fund by showing changes in the Fund’s performance history from year to year and showing how the Fund’s average
annual total returns compare with those of a broad measure of market performance.
Although past performance of the Fund is no
guarantee of how it will perform in the future, historical performance may give you some indication of the risks of investing
in the Fund.
Updated performance information will be available on the Fund’s website at www.aztlanetfs.com.

 

Management

 

Investment
Adviser

 

Tidal
Investments LLC serves as investment adviser to the Fund.

 

Portfolio
Managers

 

The
following individuals are jointly and primarily responsible for the day-to-day management of the Fund.

 

Michael
Venuto, Chief Investment Officer for the Adviser, is primarily responsible for the day-to-day management of the Fund’s portfolio
and has been a portfolio manager of the Fund since its inception in 2023.

 

Charles
A. Ragauss, CFA, Portfolio Manager for the Adviser, is primarily responsible for the day-to-day management of the Fund’s
portfolio and has been a portfolio manager of the Fund since its inception in 2023.

 

Purchase
and Sale of Shares

 

The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation Units,” which only APs (typically, broker-dealers)
may purchase or redeem. The Fund generally issues and redeems Creation Units in exchange for a portfolio of securities (the “Deposit
Securities”) and/or a designated amount of U.S. cash.

 

Shares
are listed on a national securities exchange, such as the Exchange, and individual Shares may only be bought and sold in the secondary
market through brokers at market prices, rather than NAV. Because Shares trade at market prices rather than NAV, Shares may trade
at a price greater than NAV (premium) or less than NAV (discount).

 

An
investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase Shares
(the “bid” price) and the lowest price a seller is willing to accept for Shares (the “ask” price) when
buying or selling Shares in the secondary market. This difference in bid and ask prices is often referred to as the “bid-ask
spread.”

 

When
available, information regarding the Fund’s NAV, market price, how often Shares traded on the Exchange at a premium or discount,
and bid-ask spreads can be found on the Fund’s website at www.aztlanetfs.com.

 

Tax
Information

 

Fund
distributions are generally taxable to shareholders as ordinary income, qualified dividend income, or capital gains (or a combination),
unless your investment is in an individual retirement account (“IRA”) or other tax-advantaged account. Distributions
on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.

 

 

Financial
Intermediary Compensation

 

If
you purchase Shares through a broker-dealer or other financial intermediary (such as a bank) (an “Intermediary”),
the Adviser or its affiliates may pay Intermediaries for certain activities related to the Fund, including participation in activities
that are designed to make Intermediaries more knowledgeable about exchange-traded products, including the Fund, or for other activities,
such as marketing, educational training, or other initiatives related to the sale or promotion of Shares. These payments may create
a conflict of interest by influencing the Intermediary and your salesperson to recommend the Fund over another investment. Any
such arrangements do not result in increased Fund expenses. Ask your salesperson or visit the Intermediary’s website for
more information.

 

 

ADDITIONAL
INFORMATION ABOUT THE FUND

 

Investment
Objective

 

The
Fund seeks to track the performance, before fees and expenses, of the Index.

 

Investment
Objective.
An investment objective is fundamental if it cannot be changed without the consent of the holders of a majority
of the outstanding Shares. The Fund’s investment objective has not been adopted as a fundamental investment policy and therefore
may be changed without the consent of the Fund’s shareholders upon approval by the Board and the provision of at least 60
days’ written notice to shareholders.

 

Additional
Information About the Index.
The Index is owned, published, and administered by Aztlan, and it is calculated by S&P Dow
Jones Indices (the “Calculation Agent”). Neither Aztlan nor the Calculation Agent is affiliated with the Fund, the
Adviser, the Fund’s distributor, or any of their respective affiliates. Neither Aztlan nor the Calculation Agent provides
investment advice with respect to the desirability of investing in, purchasing, or selling securities.

 

Universe
Selection Process
:

 

In
designing the Index methodology to capitalize on nearshoring trends, Aztlan employs both regional and sub-industrial parameters
in its research methodology. Pursuant to the Index methodology, the geographic focus for the initial universe is set to encompass
Continental North America, comprising the United States, Canada, and Mexico. Sub-industrially, the emphasis is placed on sectors
such as industrial real estate, transportation logistics, infrastructure, and warehousing—domains where nearshoring could
offer substantial benefits. As of the last rebalance of the Index on September 15, 2023, This strategic categorization yielded
approximately 200 eligible Index constituents.

 

Subsequently,
the initial universe is further narrowed to companies that Aztlan has determined will have a pecuniary benefit from nearshoring
activities across North America. Aztlan conducts in-depth research to identify companies that have publicly announced, via filings
or other formal communications, significant nearshoring-driven initiatives. This encompasses manufacturing activities, warehousing
initiatives, and logistical operations alongside notable announcements such as new facility inaugurations or substantial capital
investments in North American ventures designed to foster job creation and economic growth.

 

The
identification process leverages diverse information sources, including media reports, industry group insights, and equity or
debt disclosures, with a keen focus on publications dedicated to nearshoring dynamics. Through rigorous scrutiny of corporate
disclosures, including earnings calls, investor presentations, and specialized research, Aztlan pinpoints key indicators like
revenue segmentation, growth catalysts, and strategic blueprints to discern suitable candidates for the nearshoring thematic universe.

 

The
culmination of this research narrowed the number of eligible Index constituents to approximately 70 companies as of the last Index
rebalance. Those companies were then ranked according to the Value, Cash Flow, Growth, Quality, and Estimate Surprise factors
to select the top 30 ranked stocks for inclusion in the Index.

 

Index
Portfolio Selection Process:

 

The
following provides a high-level description of the fundamental factors employed by the Index to rank stocks from the initial investible
universe:

 

Value:
The Index calculates each company’s “value” via the following two yield calculations:

 

  Trailing Earnings
Yield – calculated by dividing the earnings per share from the most recent 12-month period by the current market price.
Comparing a company’s earnings yield against other companies can provide a measure of whether the company’s shares
appear correctly valued, underpriced, or overpriced.
  Forward Earnings
Yield – calculated by dividing the projected earnings per share for the upcoming year by the current market price. This
analysis can show anticipated profitability relative to stock price to assist in gauging future growth expectations and stock
valuation.

Cash
Flow
: The Index measures cash flow through the following two calculations:

 

  Free Cash Flow
Yield – calculated by dividing a company’s cash flow per share by its current per share market price. Cash flow
refers to the net balance of cash moving into and out of a company. Cash flow yields provide a measure of how well a company
generates cash from its current operations.
  Dividend Yield –
calculated by dividing the projected dividend for the upcoming year by the current market price. This yield reveals the expected
income return on an investment, to assess the potential income from owning the stock.

Growth:
The Index measures growth through the following two calculations:

 

  Trailing Earnings
Per Share Growth – measures a company’s past growth in profitability, showing its historical momentum. The Index analyzes
a company’s earnings per share over the most recent three-year period.
  Year Over Year Earnings
Per Share Growth – based on consensus analyst’s most recent forecast (at the time the Index is rebalanced). This
measure may provide insight into a company’s future growth trajectory. The Index obtains consensus forecasts from a
database called the Institutional Brokers’ Estimate System (I/B/E/S).

Quality:
The Index ranks companies on the following two quality indicators:

 

  Average Return on
Equity Over 5 Years – calculated as the mean value from the net profit for the next 12 months divided by the most recently
reported total equity, over the most recent five-year period. The measure provides a longer-term view of a company’s
historical efficiency in generating profit from shareholder equity.
  Return on Equity
Slope – calculated by identifying the difference in return on equity from three months ago to its current value. This
calculation tracks short-term changes in profitability from equity, offering insights into recent operational shifts.

Estimate
Surprise:
The Index uses a proprietary model to rank stocks based on the likelihood that they will surpass the consensus earnings
per share estimate in their next earnings report. The Index obtains consensus earnings estimates from the I/B/E/S database.

 

Index
Weightings

 

As
noted above, the Index includes the top 30 ranked stocks based on the Index’s quantitative fundamental model scoring. Individual
stock weights in the Index are determined as follows according to each stock’s 30-day ADTV, which is the sum of the value
of shares of a particular stock traded over a 30-day period divided by 30:

 

  If ADTV is less
than $1 million USD, then stock weight = 0.50% of the Fund’s portfolio.

 

  If ADTV is greater
than $1 million USD and less than $5 million USD, then stock weight = 1.0% of the Fund’s portfolio.
  If ADTV is greater
than $5 million USD and less than $10 million USD, then stock weight = 5.0% of the Fund’s portfolio.
  If ADTV is greater
than $10 million USD, then stock weight = no set limit.

All
other stock weights in the Index will be determined by taking its individual model score, and then dividing it by the sum of the
model scores of all stocks in the portfolio. However, from this calculated weight, the Index subtracts the total weight of any
stocks that are already assigned a fixed weight as described above, ensuring the overall Index portfolio weights sum up to 1 or
100%.

 

Principal
Investment Strategies

 

The
following information is in addition to, and should be read along with, the description of the Fund’s principal investment
strategies in the section titled “Fund Summary – Principal Investment Strategies” above.

 

Under
normal circumstances, at least 80% of the Fund’s net assets, plus borrowings for investment purposes, will be invested in
equity securities of companies incorporated in or that are listed in the United States, Canada, or Mexico. Such policy has been
adopted as a non-fundamental investment policy and may be changed without shareholder approval upon Board approval and 60 days’
written notice to shareholders.

 

To
the extent the Index concentrates (i.e., holds more than 25% of its total assets) in the securities of a particular industry or
group of related industries, the Fund will concentrate its investments to approximately the same extent as the Index.

 

Manager
of Managers Structure

 

Although
the Fund is not currently sub-advised, the Fund and the Adviser have received exemptive relief from the SEC permitting the Adviser
(subject to certain conditions and the approval of the Board) to change or select unaffiliated sub-advisers without obtaining
shareholder approval. The relief also permits the Adviser to materially amend the terms of agreements with an unaffiliated sub-adviser
(including an increase in the fee paid by the Adviser to the unaffiliated sub-adviser (and not paid by the Fund)) or to continue
the employment of an unaffiliated sub-adviser after an event that would otherwise cause the automatic termination of services
with Board approval, but without shareholder approval. Shareholders will be notified of any unaffiliated sub-adviser changes.
The Adviser has the ultimate responsibility, subject to oversight by the Board, to oversee a sub-adviser and recommend their hiring,
termination and replacement.

 

Principal
Risks of Investing in the Fund

 

There
can be no assurance that the Fund will achieve its investment objective. The following information is in addition to, and should
be read along with, the description of the Fund’s principal investment risks in the section titled “Fund Summary—
Principal Investment Risks” above.

 

The
principal risks are presented in alphabetical order to facilitate finding particular risks and comparing them with those of other
funds. Each risk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order
in which it appears. As with any investment, there is a risk that you could lose all or a portion of your investment in the Fund.
Some or all of these risks may adversely affect the Fund’s NAV per share, trading price, yield, total return and/or ability
to meet its investment objective. The following risks could affect the value of your performance in the Fund.

 

Concentration
& Limited Holdings Risks.
The Fund may concentrate its investments in one or more of the industries related to the types
of companies noted below. As a result, the Fund will be subject to the company risks noted below. In addition, the Fund will hold
a limited number of securities. As a result, it may be more volatile and have a greater risk of loss than more broadly diversified
funds.

 

  Risks of Investing
in Industrial Real Estate-Focused Companies:
Investing in industrial real estate-focused companies carries several risks.
Economic downturns can reduce demand for manufacturing and storage spaces, affecting rental incomes and property values. Additionally,
these companies might face significant capital expenditures for maintaining and updating large industrial facilities. Changes
in zoning laws or environmental regulations can impact property usability and value. Overreliance on a few key tenants or
industries can expose these companies to sector-specific downturns, affecting their revenue streams.
  Risks of Investing
in Storage and Warehousing Logistics Companies:
Investing in storage and warehousing logistics companies comes with potential
risks. These companies can be significantly impacted by global supply chain disruptions, leading to decreased demand for storage
or logistic services. Technological changes or innovations might render existing infrastructures obsolete, requiring substantial
investments to modernize. Additionally, any inefficiencies in their operations, such as mismanagement of inventory or delays,
can erode customer trust and impact profitability. These firms may face intense competition, squeezing profit margins and
threatening market share.

 

  Risks of Investing
in Transportation Logistics Companies:
Investing in transportation logistics companies carries inherent risks. These companies
are highly susceptible to fluctuations in fuel prices, which can significantly impact operational costs. Regulatory changes,
environmental concerns, and geopolitical tensions can disrupt international shipping routes and trade agreements. Additionally,
infrastructure failures, accidents, or labor disputes can lead to delays and increased costs, while intense competition in
the sector can further pressure profit margins.

Cybersecurity
Risk.
With the increased use of technologies such as the Internet to conduct business, the Fund is susceptible to operational,
information security, and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events.
Cyber attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking”
or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational
disruption. Cyber attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing
denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Cyber incidents
affecting the Fund or its service providers have the ability to cause disruptions and impact business operations, potentially
resulting in financial losses, interference with the Fund’s ability to calculate its NAV, impediments to trading, the inability
of shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational
damage, reimbursement or other compensation costs, or additional compliance costs. Similar adverse consequences could result from
cyber incidents affecting issuers of securities in which the Fund invests, counterparties with which the Fund engages in transactions,
governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance
companies and other financial institutions (including financial intermediaries and service providers for shareholders) and other
parties. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. While the Fund’s
service providers have established business continuity plans in the event of, and risk management systems to prevent, such cyber
incidents, there are inherent limitations in such plans and systems including the possibility that certain risks have not been
identified. Furthermore, the Fund cannot control the cyber security plans and systems put in place by their service providers
or any other third parties whose operations may affect the Fund or its shareholders. As a result, the Fund and its shareholders
could be negatively impacted.

 

ETF
Risks.
The Fund is an ETF, and, as a result of an ETF’s structure, is exposed to the following risks:

 

  APs, Market Makers,
and Liquidity Providers Concentration Risk.
The Fund has a limited number of financial institutions that may act as APs.
In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either
of the following events occur, Shares may trade at a material discount to NAV and possibly face delisting: (i) APs exit the
business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform
these services; or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business
activities and no other entities step forward to perform their functions.
     
  Costs of Buying
or Selling Shares.
Investors buying or selling Shares in the secondary market will pay brokerage commissions or other
charges imposed by brokers, as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant
proportional cost for investors seeking to buy or sell relatively small amounts of Shares. In addition, secondary market investors
will also incur the cost of the difference between the price at which an investor is willing to buy Shares (the “bid”
price) and the price at which an investor is willing to sell Shares (the “ask” price). This difference in bid
and ask prices is often referred to as the “spread” or the “bid-ask spread.” The bid-ask spread varies
over time for Shares based on trading volume and market liquidity, and is generally lower if Shares have more trading volume
and market liquidity and higher if Shares have little trading volume and market liquidity. Further, a relatively small investor
base in the Fund, asset swings in the Fund and/or increased market volatility may cause increased bid-ask spreads. Due to
the costs of buying or selling Shares, including bid-ask spreads, frequent trading of Shares may significantly reduce investment
results and an investment in Shares may not be advisable for investors who anticipate regularly making small investments.
     
  Shares May Trade
at Prices Other Than NAV.
As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Although
it is expected that the market price of the Shares will approximate the Fund’s NAV, there may be times when the market
price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount) due to supply and demand
of the Shares or during periods of market volatility. This risk is heightened in times of market volatility or periods of
steep market declines. The market price of Shares during the trading day, like the price of any exchange-traded security,
includes a “bid-ask” spread charged by the exchange specialist, market makers, or other participants that trade
the Shares. In times of severe market disruption, the bid-ask spread can increase significantly. At those times, Shares are
most likely to be traded at a discount to NAV, and the discount is likely to be greatest when the price of Shares is falling
fastest, which may be the time that you most want to sell your Shares. Because securities held by the Fund may trade on foreign
exchanges that are closed when the Fund’s primary listing exchange is open, the Fund is likely to experience premiums
and discounts greater than those of ETFs holding only domestic securities.

 

  Trading. Although
Shares are listed for trading on the Exchange and may be listed or traded on U.S. and non-U.S. stock exchanges other than
the Exchange, there can be no assurance that an active trading market for such Shares will develop or be maintained. Trading
in Shares may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Shares
inadvisable. In addition, trading in Shares on the Exchange is subject to trading halts caused by extraordinary market volatility
pursuant to Exchange “circuit breaker” rules, which temporarily halt trading on the Exchange when a decline in
the Index during a single day reaches certain thresholds (e.g., 7%, 13%, and 20%). Additional rules applicable to the
Exchange may halt trading in Shares when extraordinary volatility causes sudden, significant swings in the market price of
Shares. There can be no assurance that Shares will trade with any volume, or at all, on any stock exchange. In stressed market
conditions, the liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying portfolio holdings, which
can be significantly less liquid than Shares. Also, in stressed market conditions, the market for Shares may become less liquid
in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings. This adverse effect
on liquidity for Shares, in turn, could lead to wider bid/ask spreads and differences between the market price of Shares and
the underlying value of those Shares.
     

Equity
Market Risk.
Common stocks, such as those held by the Fund, are susceptible to general stock market fluctuations and to volatile
increases and decreases in value as market confidence in and perceptions of their issuers change. These investor perceptions are
based on various and unpredictable factors including: expectations regarding government, economic, monetary and fiscal policies;
inflation and interest rates; economic expansion or contraction; and global or regional political, economic, public health, and
banking crises. As the Fund holds common stock, or common stock equivalents, of any given issuer, it is exposed to greater risk
than if it held preferred stocks and debt obligations of the issuer because common stockholders, or holders of equivalent interests,
generally have inferior rights to receive payments from issuers in comparison with the rights of preferred stockholders, bondholders,
and other creditors of such issuers.

 

Foreign
Securities Risks
. Securities of non-U.S. issuers are subject to certain inherent risks. Certain foreign countries may impose
exchange control regulations, restrictions on repatriation of profit on investments or of capital invested, local taxes on investments,
and restrictions on the ability of issuers of non-U.S. securities to make payments of principal and interest to investors located
outside the country, whether from currency blockage or otherwise. In addition, the Fund will be subject to risks associated with
adverse political and economic developments in foreign countries, including seizure or nationalization of foreign deposits, the
imposition of economic sanctions, different legal systems and laws relating to bankruptcy and creditors’ rights and the
potential inability to enforce legal judgments, all of which could cause the Fund to lose money on its investments in non-U.S.
securities. The cost of servicing external debt will also generally be adversely affected by rising international interest rates,
as many external debt obligations bear interest at rates which are adjusted based upon international interest rates. Because non-U.S.
securities may trade on days when the Fund’s shares are not priced, NAV may change at times when the Fund’s shares
cannot be sold.

 

Foreign
banks and securities depositories at which the Fund holds its foreign securities and cash may be recently organized or new to
the foreign custody business and may be subject to only limited or no regulatory oversight. Additionally, many foreign governments
do not supervise and regulate stock exchanges, brokers and the sale of securities to the same extent as does the United States
and may not have laws to protect investors that are comparable to U.S. securities laws. Settlement and clearance procedures in
certain foreign markets may result in delays in payment for or delivery of securities not typically associated with settlement
and clearance of U.S. investments.

 

  Investing in
Canada Risks.
Investing in Canadian issuers carries several risks, such as economic risk due to Canada’s reliance
on natural resources and the potential for fluctuations in commodity prices. The fluctuation of the Canadian dollar, regulatory
changes, and political stability also create currency and political risks. Other considerations include geographic concentration
risk, given the reliance on the U.S. market and a lack of diversification in Canada’s economy, and interest rate risk,
which can affect borrowing costs and spending. Investors must also navigate the complex Canadian taxation system that may
affect profitability, and acknowledge climate risk, as the country’s resource-heavy sectors face potential impact from
environmental change and the shift towards greener practices.
  Investing in
Mexico Risks.
Investing in Mexican issuers presents multiple risks. Economic risk arises from dependence on industries
like manufacturing, petroleum, and tourism, where global fluctuations can affect company performance. Currency risk is linked
to potential depreciation of the Mexican peso against an investor’s home currency, while political risk involves instability
and unpredictable governmental policies. The close ties between the Mexican and U.S. economies present a geographic concentration
risk, and changes in interest rates by Banco de México could impact companies’ performance. Complexities within
Mexico’s taxation system can influence companies’ profitability and investment returns, and the presence of significant
crime in certain areas poses a security risk. Finally, high levels of inflation, even if controlled, can erode investment
value.

 

General
Market Risk
. Market risk may affect a single issuer, industry, or sector of the economy or the market as a whole. Economies
and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events
or conditions in one country or region will adversely impact markets or issuers in other countries or regions. The market value
of a security in the Fund’s portfolio may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause
a security to be worth less than the price the Fund originally paid for it, or less than it was worth at an earlier time. Securities
in the Fund’s portfolio may underperform in comparison to securities in the general financial markets, a particular financial
market or other asset classes, due to a number of factors, including inflation (or expectations for inflation), interest rates,
global demand for particular products or resources, natural disasters or events, pandemic diseases, terrorism, regulatory events,
and government controls.

 

Geographic
Concentration Risk.
Because the Fund focuses its investments only in the United States, Canada, and Mexico, it may be more
volatile than a more geographically diversified fund.

 

High
Portfolio Turnover Risk
. The Index is expected to have a high portfolio turnover rate. As a result, the Fund is likewise expected
to frequently trade all or a significant portion of the securities in its portfolio. A high portfolio turnover rate increases
transaction costs, which may increase the Fund’s expenses. Frequent trading may also cause adverse tax consequences for
investors in the Fund due to an increase in short-term capital gains.

 

Market
Capitalization Risk.

 

  Large-Capitalization
Investing.
The securities of large-capitalization companies may be relatively mature compared to smaller companies and
therefore subject to slower growth during times of economic expansion. Large-capitalization companies may also be unable to
respond quickly to new competitive challenges, such as changes in technology and consumer tastes.
     
  Mid-Capitalization
Investing.
The securities of mid-capitalization companies may be more vulnerable to adverse issuer, market, political,
or economic developments than securities of large-capitalization companies. The securities of mid-capitalization companies
generally trade in lower volumes and are subject to greater and more unpredictable price changes than large capitalization
stocks or the stock market as a whole. Some mid-capitalization companies have limited product lines, markets, financial resources,
and management personnel and tend to concentrate on fewer geographical markets relative to large-capitalization companies.
     
  Small-Capitalization
Investing
. The securities of small-capitalization companies may be more vulnerable to adverse issuer, market, political,
or economic developments than securities of large- or mid-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more unpredictable price changes than large- or
mid-capitalization stocks or the stock market as a whole. Some small-capitalization companies have limited product lines,
markets, and financial and managerial resources and tend to concentrate on fewer geographical markets relative to larger-capitalization
companies. There is typically less publicly available information concerning smaller-capitalization companies than for larger,
more established companies. Small-capitalization companies also may be particularly sensitive to changes in interest rates,
government regulation, borrowing costs and earnings.
     

Models
and Data Risk.
The composition of the Index is heavily dependent on Models and Data. When Models and Data prove to be incorrect
or incomplete, any decisions made in reliance thereon may lead to securities being included in or excluded from the Index that
would have been excluded or included had the Models and Data been correct and complete. If the composition of the Index reflects
such errors, the Fund’s portfolio can be expected to reflect the errors, too.

 

New
Fund Risk.
The Fund is a recently organized management investment company with no operating history. As a result, prospective
investors do not have a track record or history on which to base their investment decisions. There can be no assurance that the
Fund will grow to or maintain an economically viable size. If the Fund fails to maintain an economically viable size, it may cease
operations, and investors may be required to liquidate or transfer their investments at inopportune times.

 

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 was a diversified fund. As a result, a decline in the value of an
investment in a single issuer or a smaller number of issuers could cause the Fund’s overall value to decline to a greater
degree than if the Fund held a more diversified portfolio.

 

Passive
Investment Risk.
The Fund invests in the securities included in, or representative of, its Index regardless of their investment
merit. The Fund 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. The returns from the
types of securities in which the Fund invests may underperform returns from the various general securities markets or different
asset classes. This may cause the Fund to underperform other investment vehicles that invest in different asset classes. Different
types of securities (for example, large-, mid- and small-capitalization stocks) tend to go through cycles of doing better –
or worse – than the general securities markets. In the past, these periods have lasted for as long as several years.

 

 

Recent
Market Events Risk.
U.S. and international markets have experienced and may continue to experience significant periods of
volatility in recent years and months due to a number of economic, political and global macro factors including rising inflation,
uncertainty regarding central banks’ interest rate increases, the possibility of a national or global recession, trade tensions,
political events, the war between Russia and Ukraine and the impact of the coronavirus (COVID-19) global pandemic. The global
recovery from COVID-19 may last for an extended period of time. As a result of continuing political tensions and armed conflicts,
including the war between Ukraine and Russia, the U.S. and the European Union imposed sanctions on certain Russian individuals
and companies, including certain financial institutions, and have limited certain exports and imports to and from Russia. The
war has contributed to recent market volatility and may continue to do so. These developments, as well as other events, could
result in further market volatility and negatively affect financial asset prices, the liquidity of certain securities and the
normal operations of securities exchanges and other markets, despite government efforts to address market disruptions. As a result,
the risk environment remains elevated. The Adviser will monitor developments and seek to manage the Fund in a manner consistent
with achieving the Fund’s investment objective, but there can be no assurance that they will be successful in doing so.

 

REIT
Risk
. A REIT is a company that owns or finances income-producing real estate. Through its investments in REITs, the Fund is
subject to the risks of investing in the real estate market, including decreases in property revenues, increases in interest rates,
increases in property taxes and operating expenses, legal and regulatory changes, a lack of credit or capital, defaults by borrowers
or tenants, environmental problems and natural disasters.

 

REITs
are subject to additional risks, including those related to adverse governmental actions; declines in property value and the real
estate market; the potential failure to qualify for tax-free pass through of income; and exemption from registration as an investment
company. REITs are dependent upon specialized management skills and may invest in relatively few properties, a small geographic
area, or a small number of property types. As a result, investments in REITs may be volatile. To the extent the Fund invests in
REITs concentrated in specific geographic areas or property types, the Fund may be subject to a greater loss as a result of adverse
developments affecting such area or property types. REITs are pooled investment vehicles with their own fees and expenses and
the Fund will indirectly bear a proportionate share of those fees and expenses.

 

Tracking
Error Risk.
As with all index funds, the performance of the Fund and the Index may vary somewhat for a variety of reasons.
For example, the Fund incurs operating expenses and portfolio transaction costs not incurred by the Index. In addition, the Fund
may not be fully invested in the securities of the Index at all times or may hold securities not included in the Index. The Fund
may use a representative sampling strategy to achieve its investment objective, if the Fund’s Adviser believes it is in
the best interest of the Fund, which generally can be expected to produce a greater non-correlation risk.

 

PORTFOLIO
HOLDINGS INFORMATION

 

Information
about the Fund’s daily portfolio holdings will be available on the Fund’s website at www.aztlanetfs.com. A complete
description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio holdings
is available in the Fund’s Statement of Additional Information (the “SAI”).

 

MANAGEMENT

 

Investment
Adviser

 

Tidal
Investments LLC, a Tidal Financial Group company, located at 234 West Florida Street, Suite 203, Milwaukee, Wisconsin 53204, is
an SEC-registered investment adviser and a Delaware limited liability company. Tidal was founded in and has been managing investment
companies since March 2012 and is dedicated to understanding, researching and managing assets within the expanding ETF universe.
As of October 31, 2023, Tidal had assets under management of $9.17 billion and served as the investment adviser or sub-adviser
for 144 registered funds.

 

Tidal
serves as investment adviser to the Fund and has overall responsibility for the general management and administration of the Fund
pursuant to an investment advisory agreement with the Trust, on behalf of the Fund (the “Advisory Agreement”). The
Adviser is responsible for determining the securities purchased and sold by the Fund. The Adviser also arranges for transfer agency,
custody, fund administration, and all other related services necessary for the Fund to operate. For the services it provides to
the Fund, the Fund pays the Adviser a unitary management fee, which is calculated daily and paid monthly, at an annual rate of
0.75% of the Fund’s average daily net assets.

 

 

Under
the Advisory Agreement, in exchange for a single unitary management fee from the Fund, the Adviser has agreed to pay all expenses
incurred by the Fund except for interest charges on any borrowings, dividends and other expenses on securities sold short, taxes,
brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment
instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, distribution fees and expenses
paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (collectively, the “Excluded
Expenses”) and the unitary management fee payable to the Adviser.

 

A
discussion regarding the basis for the Board’s approval of the Fund’s Advisory Agreement will be available in the
Fund’s January 31, 2024 semi-annual report to shareholders.

 

Portfolio
Managers

 

The
following individuals (each, a “Portfolio Manager”) have served as portfolio managers of the Fund since its inception
in 2023 and are jointly and primarily responsible for the day-to-day management of the Fund.

 

Michael
Venuto, Chief Investment Officer for the Adviser

 

Mr.
Venuto is a co-founder and has been the Chief Investment Officer of the Adviser since 2012. Mr. Venuto is an ETF industry veteran
with over a decade of experience in the design and implementation of ETF-based investment strategies. Previously, he was Head
of Investments at Global X Funds where he provided portfolio optimization services to institutional clients. Before that, he was
Senior Vice President at Horizon Kinetics where his responsibilities included new business development, investment strategy and
client and strategic initiatives.

 

Charles
A. Ragauss, CFA, Portfolio Manager for the Adviser

 

Mr.
Ragauss serves as Portfolio Manager of the Adviser, having joined the Adviser in September 2020. Mr. Ragauss previously served
as Chief Operating Officer and in other roles at CSat Investment Advisory, L.P. from April 2016 to September 2020. Previously,
Mr. Ragauss was Assistant Vice President at Huntington National Bank (“Huntington”), where he was Product Manager
for the Huntington Funds and Huntington Strategy Shares ETFs, a combined fund complex of almost $4 billion in assets under management.
At Huntington, he led ETF development bringing to market some of the first actively managed ETFs. Mr. Ragauss joined Huntington
in 2010. Mr. Ragauss attended Grand Valley State University where he received his Bachelor of Business Administration in Finance
and International Business, as well as a minor in French. He is a member of both the National and West Michigan CFA societies
and holds the CFA designation.

 

CFA®
is a registered trademark owned by the CFA Institute.

 

The
Fund’s SAI provides additional information about each Portfolio Manager’s compensation structure, other accounts that
each Portfolio Manager manages, and each Portfolio Manager’s ownership of Shares.

 

FUND
SPONSOR

 

The
Adviser has entered into an agreement with Aztlan, under which Aztlan assumes a portion of the obligation of the Adviser to pay
all expenses of the Fund, except Excluded Expenses (such expenses of the Fund, except Excluded Expenses, the “Unitary Expenses”).
Although Aztlan has agreed to be responsible for a portion of the Unitary Expenses, the Adviser retains the ultimate obligation
to the Fund to pay such expenses. Aztlan will also provide marketing support for the Fund, including hosting the Fund’s
website and preparing marketing materials related to the Fund. For these services and payments, Aztlan is entitled to a fee, to
be paid by the Adviser, based on the total management fee earned by the Adviser under the Advisory Agreement less the Unitary
Expenses. Aztlan does not make investment decisions, provide investment advice, or otherwise act in the capacity of an investment
adviser to the Fund.

 

HOW
TO BUY AND SELL SHARES

 

The
Fund issues and redeems Shares only in Creation Units at the NAV per share next determined after receipt of an order from an AP.
Only APs may acquire Shares directly from the Fund, and only APs may tender their Shares for redemption directly to the Fund,
at NAV. APs must be a member or participant of a clearing agency registered with the SEC and must execute a Participant Agreement
that has been agreed to by the Distributor (defined below), and that has been accepted by the Fund’s transfer agent, with
respect to purchases and redemptions of Creation Units. Once created, Shares trade in the secondary market in quantities less
than a Creation Unit.

 

Most
investors buy and sell Shares in secondary market transactions through brokers. Individual Shares are listed for trading on the
secondary market on the Exchange and can be bought and sold throughout the trading day like other publicly traded securities.

 

 

When
buying or selling Shares through a broker, you will incur customary brokerage commissions and charges, and you may pay some or
all of the spread between the bid and the offer price in the secondary market on each leg of a round trip (purchase and sale)
transaction. In addition, because secondary market transactions occur at market prices, you may pay more than NAV when you buy
Shares, and receive less than NAV when you sell those Shares.

 

Book
Entry

 

Shares
are held in book-entry form, which means that no stock certificates are issued. Depository Trust Company (“DTC”) or
its nominee is the record owner of all outstanding Shares.

 

Investors
owning Shares are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository
for all Shares. DTC’s participants include securities brokers and dealers, banks, trust companies, clearing corporations
and other institutions that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of Shares,
you are not entitled to receive physical delivery of stock certificates or to have Shares registered in your name, and you are
not considered a registered owner of Shares. Therefore, to exercise any right as an owner of Shares, you must rely upon the procedures
of DTC and its participants. These procedures are the same as those that apply to any other securities that you hold in book-entry
or “street name” through your brokerage account.

 

Frequent
Purchases and Redemptions of Shares

 

The
Fund imposes no restrictions on the frequency of purchases and redemptions of Shares. In determining not to approve a written,
established policy, the Board evaluated the risks of market timing activities by Fund shareholders. Purchases and redemptions
by APs, who are the only parties that may purchase or redeem Shares directly with the Fund, are an essential part of the ETF process
and help keep Share trading prices in line with the Fund’s NAV. As such, the Fund accommodates frequent purchases and redemptions
by APs. However, the Board has also determined that frequent purchases and redemptions for cash may increase tracking error and
portfolio transaction costs and may lead to the realization of capital gains. To minimize these potential consequences of frequent
purchases and redemptions, the Fund employs fair value pricing and may impose transaction fees on purchases and redemptions of
Creation Units to cover the custodial and other costs incurred by the Fund in effecting trades. In addition, 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 scheduled close of regular trading on the New York Stock Exchange (“NYSE”),
generally 4:00 p.m. Eastern Time, each day the NYSE is open for business. The NAV for the Fund is calculated by dividing the Fund’s
net assets by its Shares outstanding.

 

In
calculating its NAV, the Fund generally values its assets on the basis of market quotations, last sale prices, or estimates of
value furnished by a pricing service or brokers who make markets in such instruments. If such information is not available for
a security or other asset held by the Fund or is determined to be unreliable, the security or other asset will be valued at fair
value estimates under guidelines established by the Trust and the Adviser (as described below).

 

Fair
Value Pricing

 

Consistent
with Rule 2a-5 under the 1940 Act, the Trust and the Adviser have adopted procedures and methodologies wherein the Adviser, serving
as the Fund’s Valuation Designee (as defined in Rule 2a-5), determines the fair value of Fund investments whose market prices
are not “readily available” or are deemed to be unreliable. For example, such circumstances may arise when: (i) an
investment has been delisted or has had its trading halted or suspended; (ii) an investment’s primary pricing source is
unable or unwilling to provide a price; (iii) an investment’s primary trading market is closed during regular market hours;
or (iv) an investment’s value is materially affected by events occurring after the close of the investment’s primary
trading market. Generally, when fair valuing an investment, the Valuation Designee will take into account all reasonably available
information that may be relevant to a particular valuation including, but not limited to, fundamental analytical data regarding
the issuer, information relating to the issuer’s business, recent trades or offers of the investment, general and/or specific
market conditions, and the specific facts giving rise to the need to fair value the investment. Fair value determinations are
made in good faith and in accordance with the Adviser’s fair value methodologies, subject to oversight by the Board. Due
to the subjective and variable nature of fair value pricing, there can be no assurance that the Adviser will be able to obtain
the fair value assigned to the investment upon the sale of such investment.

 

 

Investments
by Other Registered Investment Companies in the Fund

 

Section
12(d)(1) of the 1940 Act restricts investments by registered investment companies in the securities of other investment companies,
including Shares. Registered investment companies are permitted to invest in the Fund beyond the limits set forth in Section 12(d)(1),
subject to certain terms and conditions set forth by SEC rule under the 1940 Act, including that such investment companies enter
into an agreement with the Fund.

 

Delivery
of Shareholder Documents – Householding

 

Householding
is an option available to certain investors of the Fund. Householding is a method of delivery, based on the preference of the
individual investor, in which a single copy of certain shareholder documents can be delivered to investors who share the same
address, even if their accounts are registered under different names. Householding for the Fund is available through certain broker-dealers.
If you are interested in enrolling in householding and receiving a single copy of prospectuses and other shareholder documents,
please contact your broker-dealer. If you are currently enrolled in householding and wish to change your householding status,
please contact your broker-dealer.

 

DIVIDENDS,
DISTRIBUTIONS, AND TAXES

 

Dividends
and Distributions

 

The
Fund intends to pay out dividends and interest income, if any, annually, and distribute any net realized capital gains to its
shareholders at least annually.

 

The
Fund will declare and pay income and capital gain distributions, if any, in cash. Distributions in cash may be reinvested automatically
in additional whole Shares only if the broker through whom you purchased Shares makes such option available. Your broker is responsible
for distributing the income and capital gain distributions to you.

 

Taxes

 

The
following discussion is a summary of some important U.S. federal income tax considerations generally applicable to investments
in the Fund. Your investment in the Fund may have other tax implications. Please consult your tax advisor about the tax consequences
of an investment in Shares, including the possible application of foreign, state, and local tax laws.

 

The
Fund intends to qualify each year for treatment as a RIC under the Code. If it meets certain minimum distribution requirements,
a RIC is not subject to tax at the fund level on income and gains from investments that are timely distributed to shareholders.
However, the Fund’s failure to qualify as a RIC or to meet minimum distribution requirements would result (if certain relief
provisions were not available) in fund-level taxation and, consequently, a reduction in income available for distribution to shareholders.

 

Unless
your investment in Shares is made through a tax-exempt entity or tax-advantaged account, such as an IRA plan, you need to be aware
of the possible tax consequences when the Fund makes distributions, when you sell your Shares listed on the Exchange, and when
you purchase or redeem Creation Units (institutional investors only).

 

The
following general discussion of certain U.S. federal income tax consequences is based on provisions of the Code and the regulations
issued thereunder as in effect on the date of this Prospectus. New legislation, as well as administrative changes or court decisions,
may significantly change the conclusions expressed herein, and may have a retroactive effect with respect to the transactions
contemplated herein.

 

Taxes
on Distributions

 

For
federal income tax purposes, distributions of net investment income are generally taxable to shareholders as ordinary income or
qualified dividend income. Taxes on distributions of net capital gains (if any) are determined by how long the Fund owned the
investments that generated them, rather than how long a shareholder has owned their Shares. Sales of assets held by the Fund for
more than one year generally result in long-term capital gains and losses, and sales of assets held by the Fund for one year or
less generally result in short-term capital gains and losses. Distributions of the Fund’s net capital gain (the excess of
net long-term capital gains over net short-term capital losses) that are reported by the Fund as capital gain dividends (“Capital
Gain Dividends”) will be taxable as long-term capital gains to shareholders. Distributions of short-term capital gain will
generally be taxable to shareholders as ordinary income. Dividends and distributions are generally taxable to you whether you
receive them in cash or reinvest them in additional Shares.

 

Distributions
reported by the Fund as “qualified dividend income” are generally taxed to non-corporate shareholders at rates applicable
to long-term capital gains, provided certain holding period and other requirements are met. “Qualified dividend income”
generally is income derived from dividends paid by U.S. corporations or certain foreign corporations that are either incorporated
in a U.S. possession or eligible for tax benefits under certain U.S. income tax treaties. In addition, dividends that the Fund
receives in respect of stock of certain foreign corporations may be qualified dividend income if that stock is readily tradable
on an established U.S. securities market. Corporate shareholders may be entitled to a dividends-received deduction for the portion
of dividends they receive from the Fund that are attributable to dividends received by the Fund from U.S. corporations, subject
to certain limitations.

 

 

Shortly
after the close of each calendar year, you will be informed of the character of any distributions received from the Fund.

 

In
addition to the federal income tax, certain individuals, trusts, and estates may be subject to a Net Investment Income (“NII”)
tax of 3.8%. The NII tax is imposed on the lesser of: (i) a taxpayer’s investment income, net of deductions properly allocable
to such income; or (ii) the amount by which such taxpayer’s modified adjusted gross income exceeds certain thresholds ($250,000
for married individuals filing jointly, $200,000 for unmarried individuals and $125,000 for married individuals filing separately).
The Fund’s distributions are includable in a shareholder’s investment income for purposes of this NII tax. In addition,
any capital gain realized by a shareholder upon a sale or redemption of Fund shares is includable in such shareholder’s
investment income for purposes of this NII tax.

 

In
general, your distributions are subject to federal income tax for the year in which they are paid. Certain distributions paid
in January, however, may be treated as paid on December 31 of the prior year. Distributions are generally taxable to you even
if they are paid from income or gains earned by the Fund before your investment (and thus were included in the Shares’ NAV
when you purchased your Shares).

 

You
may wish to avoid investing in the Fund shortly before a dividend or other distribution, because such a distribution will generally
be taxable to you even though it may economically represent a return of a portion of your investment.

 

If
you are neither a resident nor a citizen of the United States or if you are a foreign entity, distributions (other than Capital
Gain Dividends) paid to you by the Fund will generally be subject to a U.S. withholding tax at the rate of 30%, unless a lower
treaty rate applies. The Fund may, under certain circumstances, 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% U.S. withholding
tax, provided certain other requirements are met.

 

Under
the Foreign Account Tax Compliance Act (“FATCA”), the Fund may be required to withhold a generally nonrefundable 30%
tax on (i) distributions of investment company taxable income and (ii) distributions of net capital gain and the gross proceeds
of a sale or redemption of Fund shares paid to (A) certain “foreign financial institutions” unless such foreign financial
institution agrees to verify, monitor, and report to the Internal Revenue Service (“IRS”) the identity of certain
of its account-holders, among other items (or unless such entity is otherwise deemed compliant under the terms of an intergovernmental
agreement between the United States and the foreign financial institution’s country of residence), and (B) certain “non-financial
foreign entities” unless such entity certifies to the Fund that it does not have any substantial U.S. owners or provides
the name, address, and taxpayer identification number of each substantial U.S. owner, among other items. In December 2018, the
IRS and Treasury Department released proposed Treasury Regulations that would eliminate FATCA withholding on Fund distributions
of net capital gain and the gross proceeds from a sale or redemption of Fund shares. Although taxpayers are entitled to rely on
these proposed Treasury Regulations until final Treasury Regulations are issued, these proposed Treasury Regulations have not
been finalized, may not be finalized in their proposed form, and are potentially subject to change. This FATCA withholding tax
could also affect the Fund’s return on its investments in foreign securities or affect a shareholder’s return if the
shareholder holds its Fund shares through a foreign intermediary. You are urged to consult your tax adviser regarding the application
of this FATCA withholding tax to your investment in the Fund and the potential certification, compliance, due diligence, reporting,
and withholding obligations to which you may become subject in order to avoid this withholding tax.

 

The
Fund (or a financial intermediary, such as a broker, through which a shareholder owns Shares) generally is required to withhold
and remit to the U.S. Treasury a percentage of the taxable distributions and sale or redemption proceeds paid to any shareholder
who fails to properly furnish a correct taxpayer identification number, who has underreported dividend or interest income, or
who 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 a long-term capital gain or loss if Shares have been
held for more than one year and as a short-term capital gain or loss if Shares have been held for one year or less. However, any
capital loss on a sale of Shares held for six months or less is treated as long-term capital loss to the extent of Capital Gain
Dividends paid with respect to such Shares. Any loss realized on a sale will be disallowed to the extent Shares are acquired,
including through reinvestment of dividends, within a 61-day period beginning 30 days before and ending 30 days after the sale
of substantially identical Shares.

 

 

Taxes
on Purchases and Redemptions of Creation Units

 

An
AP having the U.S. dollar as its functional currency for U.S. federal income tax purposes who exchanges securities for Creation
Units generally recognizes a gain or a loss. The gain or loss will be equal to the difference between the value of the Creation
Units at the time of the exchange and the exchanging AP’s aggregate basis in the securities delivered plus the amount of
any cash paid for the Creation Units. An AP who exchanges Creation Units for securities will generally recognize a gain or loss
equal to the difference between the exchanging AP’s basis in the Creation Units and the aggregate U.S. dollar market value
of the securities received, plus any cash received for such Creation Units. The IRS may assert, however, that a loss that is realized
upon an exchange of securities for Creation Units may not be currently deducted under the rules governing “wash sales”
(for an AP who does not mark-to-market their holdings) or on the basis that there has been no significant change in economic position.
Persons exchanging securities should consult their own tax advisor with respect to whether wash sale rules apply and when a loss
might be deductible.

 

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

 

The
Fund may include a payment of cash in addition to, or in place of, the delivery of a basket of securities upon the redemption
of Creation Units. The Fund may sell portfolio securities to obtain the cash needed to distribute redemption proceeds. This may
cause the Fund to recognize investment income and/or capital gains or losses that it might not have recognized if it had completely
satisfied the redemption in-kind. As a result, the Fund may be less tax efficient if it includes such a cash payment in the proceeds
paid upon the redemption of Creation Units.

 

Foreign
Investments by the Fund

 

Interest
and other income received by the Fund with respect to foreign securities may give rise to withholding and other taxes imposed
by foreign countries. Tax treaties or conventions between certain countries and the United States may reduce or eliminate such
taxes. If, as of the close of a taxable year, more than 50% of the value of the Fund’s assets consists of certain foreign
stock or securities, the Fund will be eligible to elect to “pass through” to investors the amount of certain qualifying
foreign income and similar taxes paid by the Fund during that taxable year. This means that investors would be considered to have
received as additional income their respective shares of such foreign taxes, but may be entitled to either a corresponding tax
deduction in calculating taxable income, or, subject to certain limitations, a credit in calculating federal income tax. If the
Fund does not so elect, the Fund will be entitled to claim a deduction for certain foreign taxes incurred by the Fund. The Fund
(or its administrative agent) will notify you if it makes such an election and provide you with the information necessary to reflect
foreign taxes paid on your income tax return.

 

The
foregoing discussion summarizes some of the possible consequences under current federal tax law of an investment in the Fund.
It is not a substitute for personal tax advice. You also may be subject to foreign, state, and local tax on Fund distributions
and sales of Shares. Consult your personal tax advisor about the potential tax consequences of an investment in Shares under all
applicable tax laws. For more information, please see the section entitled “Federal Income Taxes” in the SAI.

 

DISTRIBUTION

 

Foreside
Fund Services, LLC (the “Distributor”), the Fund’s distributor, is a broker-dealer registered with the SEC.
The Distributor distributes Creation Units for the Fund on an agency basis and does not maintain a secondary market in Shares.
The Distributor has no role in determining the policies of the Fund or the securities that are purchased or sold by the Fund.
The Distributor’s principal address is Three Canal Plaza, Suite 100, Portland, Maine 04101.

 

The
Board has adopted a Distribution (Rule 12b-1) Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. In accordance
with the Plan, the Fund is authorized to pay an amount up to 0.25% of its average daily net assets each year to pay distribution
fees for the sale and distribution of its Shares.

 

No
Rule 12b-1 fees are currently paid by the Fund, and there are no plans to impose these fees. However, in the event Rule 12b-1
fees are charged in the future, because the fees are paid out of Fund assets on an ongoing basis, over time these fees will increase
the cost of your investment and may cost you more than certain other types of sales charges.

 

PREMIUM/DISCOUNT
INFORMATION

 

When
available, information regarding how often Shares traded on the Exchange at a price above (i.e., at a premium) or below (i.e.,
at a discount) the NAV of the Fund can be found on the Fund’s website at www.aztlanetfs.com.

 

 

ADDITIONAL
NOTICES

 

Shares
are not sponsored, endorsed, or promoted by the Exchange. The Exchange is not responsible for, nor has it participated in the
determination of, the timing, prices, or quantities of Shares to be issued, nor in the determination or calculation of the equation
by which Shares are redeemable. The Exchange has no obligation or liability to owners of Shares in connection with the administration,
marketing, or trading of Shares.

 

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

 

The
Index is calculated by S&P Dow Jones Indices. Aztlan owns the Index methodology. 

 

The
Index is owned, administered, and published by Aztlan. Aztlan determines the Index’s initial universe and the Index’s
component securities. The determination of the Index’s  component securities is fully rules-based, and Aztlan cannot
make any discretionary decisions. 

 

Aztlan
is a licensor of the Index to the Adviser. Additionally, the Adviser has contracted with Aztlan to maintain the Index for use
by the Fund. Aztlan has contracted with the Calculation Agent to calculate the Index. Aztlan makes no express or implied representation,
guarantee or assurance with regard to: (a) the advisability in investing in the financial instruments based on the Index; (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. Aztlan reserves the right to change the methods of calculation or publication with respect to the Index. Aztlan shall not
be liable for any damages suffered or incurred as a result of the use (or inability to use) of the Index 

 

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

 

Delaware
law permits the governing documents of a statutory trust to expand, restrict or eliminate the fiduciary duties that trustees,
shareholders or other persons might otherwise be subject to, and replace them with the standards set forth in the Trust’s
governing documents.

 

The
Trust’s Declaration of Trust provides that the Trustees shall not be subject to fiduciary duties except as set forth in
the Declaration of Trust. The foregoing relates specifically to Delaware laws. Nothing in the Declaration of Trust modifying,
restricting or eliminating the duties or liabilities of trustees shall apply to, or in any way limit, the duties (including state
law fiduciary duties of loyalty and care) or liabilities of such persons with respect to matters arising under the federal securities
laws.

 

FINANCIAL
HIGHLIGHTS

 

This
section would ordinarily include Financial Highlights. The Financial Highlights table is intended to help you understand the Fund’s
performance for the Fund’s periods of operations. Because the Fund has not yet commenced operations as of the date of this
Prospectus, no Financial Highlights are shown.

 

 

Aztlan
North America Nearshoring Stock Selection ETF

 

Adviser

Tidal
Investments LLC

234
West Florida Street, Suite 203

Milwaukee,
Wisconsin 53204

Administrator

Tidal
ETF Services LLC

234
West Florida Street, Suite 203

Milwaukee,
Wisconsin 53204

Distributor

Foreside
Fund Services, LLC

Three
Canal Plaza, Suite 100

Portland,
Maine 04101

Independent

Registered Public
Accounting Firm

Cohen
& Company, Ltd.

342
N. Water St., Suite 830

Milwaukee,
Wisconsin 53202

Custodian

U.S.
Bank National Association

1555
N. Rivercenter Dr.

Milwaukee,
Wisconsin 53212

Legal
Counsel

Godfrey
& Kahn, S.C.

833
East Michigan Street, Suite 1800

Milwaukee,
Wisconsin 53202

Sub-Administrator,

Fund Accountant, and
Transfer Agent

U.S.
Bancorp Fund Services, LLC,

doing
business as U.S. Bank Global Fund Services

615
East Michigan Street

Milwaukee,
Wisconsin 53202

 

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

 

Statement
of Additional Information:
The Fund’s SAI provides additional details about the investments of the Fund and certain
other additional information. A current SAI dated November 25, 2023, as supplemented from time to time, is on file with the SEC
and is herein incorporated by reference into this Prospectus. It is legally considered a part of this Prospectus.

 

Annual/Semi-Annual
Reports:
Additional information about the Fund’s investments will be available in the Fund’s annual and semi-annual
reports to shareholders. In the annual report you will find a discussion of the market conditions and investment strategies that
significantly affected the Fund’s performance after the first fiscal year the Fund is in operation.

 

When
available, you can obtain free copies of these documents, request other information or make general inquiries about the Fund by
contacting the Fund at Aztlan North America Nearshoring Stock Selection ETF, c/o U.S. Bank Global Fund Services, P.O. Box 701,
Milwaukee, Wisconsin 53201-0701 or calling 800-886-4107.

 

Shareholder
reports, the Fund’s current Prospectus and SAI and other information about the Fund will also be available:

 

  Free of charge from
the SEC’s EDGAR database on the SEC’s website at http://www.sec.gov; or
     
  Free of charge from
the Fund’s Internet website at www.aztlanetfs.com; or
     
  For a duplicating
fee, by e-mail request to [email protected].
     

(SEC
Investment Company Act File No. 811-23377)

 

NRSH     Aztlan North America Nearshoring Stock Selection
ETF
        listed on NYSE Arca, Inc.
       
        A series of Tidal ETF Trust

 

STATEMENT
OF ADDITIONAL INFORMATION

 

November
25, 2023

 

This
Statement of Additional Information (“SAI”) is not a prospectus and should be read in conjunction with the Prospectus
for the Aztlan North America Nearshoring Stock Selection ETF (the “Fund”), a series of Tidal ETF Trust (the “Trust”),
dated November 25, 2023, as may be supplemented from time to time (the “Prospectus”). Capitalized terms used in this
SAI that are not defined have the same meaning as in the Prospectus, unless otherwise noted. A copy of the Prospectus may be obtained
without charge, by calling the Fund at 800-886-4107, visiting www.aztlanetfs.com, or writing to the Aztlan North America Nearshoring
Stock Selection ETF, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701.

 

The
Fund’s audited financial statements for the most recent fiscal year (when available) will be incorporated into this SAI
by reference to the Fund’s most recent annual report to shareholders (File No. 811-23377). When available, a copy of the
Fund’s annual report to shareholders may be obtained at no charge by contacting the Fund at the address or phone number
noted above.

 

 

TABLE
OF CONTENTS

 

 

 

GENERAL
INFORMATION ABOUT THE TRUST

 

The
Trust is an open-end management investment company consisting of multiple series, including the Fund. This SAI relates to the
Fund. The Trust was organized as a Delaware statutory trust on June 4, 2018. 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 adopted thereunder, as amended, the “1940 Act”), as an open-end management investment company and the
offering of the Fund’s shares (“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”). Tidal Investments LLC, formerly Toroso
Investments, LLC (“Tidal” or the “Adviser”), a Tidal Financial Group company, serves as investment adviser
to the Fund.

 

The
Fund offers and issues Shares at their net asset value (“NAV”) only in aggregations of a specified number of Shares
(each, a “Creation Unit”). The Fund generally offers and issues Shares in exchange for a basket of securities (“Deposit
Securities”) together with the deposit of a specified cash payment (“Cash Component”). The Trust reserves the
right to permit or require the substitution of a “cash in lieu” amount (“Deposit Cash”) to be added to
the Cash Component to replace any Deposit Security. Shares are listed on NYSE Arca, Inc. (the “Exchange”). Shares
trade on the Exchange at market prices that may differ from the Shares’ NAV. Shares are also redeemable only in Creation
Unit aggregations, primarily for a basket of Deposit Securities together with a Cash Component. As a practical matter, only institutions
or large investors, known as “Authorized Participants” or “APs,” purchase or redeem Creation Units. Except
when aggregated in Creation Units, Shares are not individually redeemable.

 

Shares
may be issued in advance of receipt of Deposit Securities subject to various conditions, including a requirement to maintain on
deposit with the Trust cash at least equal to a specified percentage of the value of the missing Deposit Securities, as set forth
in the Participant Agreement (as defined below). The Trust may impose a transaction fee for each creation or redemption. In all
cases, such fees will be limited in accordance with the requirements of the SEC applicable to management investment companies
offering redeemable securities. As in the case of other publicly traded securities, brokers’ commissions on transactions
in the secondary market will be based on negotiated commission rates at customary levels.

 

ADDITIONAL
INFORMATION ABOUT INVESTMENT OBJECTIVES, POLICIES, AND RELATED RISKS

 

The
Fund’s investment objective and principal investment strategies are described in the Prospectus under “Investment
Objective” and “Principal Investment Strategies,” respectively. The following information supplements, and should
be read in conjunction with, the Prospectus. For a description of certain permitted investments, see “Description of
Permitted Investments
” in this SAI.

 

With
respect to the Fund’s investments, unless otherwise noted, if a percentage limitation on investment is adhered to at the
time of investment or contract, a subsequent increase or decrease as a result of market movement or redemption will not result
in a violation of such investment limitation.

 

Non-Diversification

 

The
Fund is classified as a non-diversified investment company under the 1940 Act. A “non-diversified” classification
means that the Fund is not limited by the 1940 Act’s diversification rule with regard to the percentage of its assets that
may be invested in the securities of a single issuer. This means that the Fund may invest a greater portion of its assets in the
securities of a single issuer or a smaller number of issuers than if it were a diversified fund. The securities of a particular
issuer may constitute a greater portion of the Aztlan North America Nearshoring Price Return Index (the “Index”) and,
therefore, those securities may constitute a greater portion of the Fund’s portfolio. This may have an adverse effect on
the Fund’s performance or subject the Fund’s Shares to greater price volatility than more diversified investment companies.
Moreover, in pursuing its objective, the Fund may hold the securities of a single issuer in an amount exceeding 10% of the value
of the outstanding securities of the issuer, subject to restrictions imposed by the Internal Revenue Code of 1986, as amended
(the “Code”).

 

Although
the Fund is non-diversified for purposes of the 1940 Act, the Fund intends to maintain the required level of diversification and
otherwise conduct its operations so as to qualify as a regulated investment company (“RIC”) for purposes of the Code,
and to relieve the Fund of any liability for federal income tax to the extent that its earnings are distributed to shareholders.
Compliance with the diversification requirements of the Code may limit the investment flexibility of the Fund and may make it
less likely that the Fund will meet its investment objective. See “Federal Income Taxes” in this SAI for further discussion.

 

 

General
Risks

 

The
value of the Fund’s portfolio securities may fluctuate with changes in the financial condition of an issuer or counterparty,
changes in specific economic or political conditions that affect a particular security or issuer, and changes in general economic
or political conditions. An investor in the Fund could lose money over short or long periods of time.

 

There
can be no guarantee that a liquid market for the securities held by the Fund will be maintained. The existence of a liquid trading
market for certain securities may depend on whether dealers will make a market in such securities. There can be no assurance that
a market will be made or maintained or that any such market will be or remain liquid. The price at which securities may be sold
and the value of Shares will be adversely affected if trading markets for the Fund’s portfolio securities are limited or
absent, or if bid-ask spreads are wide.

 

Financial
markets, both domestic and foreign, have recently experienced an unusually high degree of volatility. Continuing events and possible
continuing market turbulence may have an adverse effect on Fund performance.

 

Cyber
Security Risk.
Investment companies, such as the Fund, and their service providers may be subject to operational and information
security risks resulting from cyber attacks. Cyber attacks include, among other behaviors, stealing or corrupting data maintained
online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other
forms of cyber security breaches. Cyber attacks affecting the Fund or the Adviser, Custodian (defined below), Transfer Agent (defined
below), intermediaries and other third-party service providers may adversely impact the Fund. For instance, cyber attacks may
interfere with the processing of shareholder transactions, impact the Fund’s ability to calculate its NAV, cause the release
of private shareholder information or confidential company information, impede trading, subject the Fund to regulatory fines or
financial losses, and cause reputational damage. The Fund may also incur additional costs for cyber security risk management purposes.
Similar types of cyber security risks are also present for issuers of securities in which the Fund invests, which could result
in material adverse consequences for such issuers, and may cause the Fund’s investment in such portfolio companies to lose
value.

 

Index
Calculation

 

S&P
Dow Jones Indices, a third-party unaffiliated with the Adviser, calculates the Index (the “Calculation Agent”). The
Calculation Agent, using the rules-based methodology, calculates, maintains, and disseminates the Index on a daily basis. The
Adviser has established policies and procedures designed to prevent non-public information about pending changes to the Index
from being used or disseminated in an improper manner. Furthermore, the Adviser has established policies and procedures designed
to prevent improper use and dissemination of non-public information about the Fund’s portfolio strategies.

 

DESCRIPTION
OF PERMITTED INVESTMENTS

 

The
following are descriptions of the permitted investments and investment practices and the associated risk factors. The Fund will
invest in any of the following instruments or engage in any of the following investment practices only if such investment or activity
is consistent with the Fund’s investment objective and permitted by the Fund’s stated investment policies.

 

In
addition, certain of the techniques and investments discussed in this SAI are not principal strategies of the Fund as disclosed
in the Prospectus, and while such techniques and investments are permissible for the Fund to utilize, the Fund is not required
to utilize such non-principal techniques or investments.

 

Borrowing

 

Although
the Fund does not intend to borrow money, the Fund may do so to the extent permitted by the 1940 Act. Under the 1940 Act, the
Fund may borrow up to one-third (1/3) of its total assets. The Fund will borrow money only for short-term or emergency purposes.
Such borrowing is not for investment purposes and will be repaid by the Fund promptly. Borrowing will tend to exaggerate the effect
on NAV of any increase or decrease in the market value of the Fund’s portfolio. Money borrowed will be subject to interest
costs that may or may not be recovered by earnings on the securities purchased. The Fund also may be required to maintain minimum
average balances in connection with a borrowing or to pay a commitment or other fee to maintain a line of credit; either of these
requirements would increase the cost of borrowing over the stated interest rate.

 

 

Equity
Securities

 

Equity
securities, such as the common stocks of an issuer, are subject to stock market fluctuations and therefore may experience volatile
changes in value as market conditions, consumer sentiment, or the financial condition of the issuers change. A decrease in value
of the equity securities in the Fund’s portfolio may also cause the value of Shares to decline.

 

An
investment in the Fund should be made with an understanding of the risks inherent in an investment in equity securities, including
the risk that the financial condition of issuers may become impaired or that the general condition of the stock market may deteriorate
(either of which may cause a decrease in the value of the Fund’s portfolio securities and therefore a decrease in the value
of Shares). Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value
as market confidence and perceptions change. These investor perceptions are based on various and unpredictable factors, including
expectations regarding government, economic, monetary and fiscal policies; inflation and interest rates; economic expansion or
contraction; and global or regional political, economic, or banking crises.

 

Types
of Equity Securities:

 

Common
Stocks.
Common stocks represent units of ownership in a company. Common stocks usually carry voting rights and earn dividends.
Unlike preferred stocks, which are described below, dividends on common stocks are not fixed but are declared at the discretion
of the company’s board of directors.
Holders
of common stocks incur more risk than holders of preferred stocks and debt obligations because common stockholders, as owners
of the issuer, generally have inferior rights to receive payments from the issuer in comparison with the rights of creditors or
holders of debt obligations or preferred stocks. Further, unlike debt securities, which typically have a stated principal amount
payable at maturity (whose value, however, is subject to market fluctuations prior thereto), or preferred stocks, which typically
have a liquidation preference and which may have stated optional or mandatory redemption provisions, common stocks have neither
a fixed principal amount nor a maturity. Common stock values are subject to market fluctuations as long as the common stock remains
outstanding.

 

Preferred
Stocks.
Preferred stocks are also units of ownership in a company. Preferred stocks normally have preference over common stock
in the payment of dividends and the liquidation of the company. However, in all other respects, preferred stocks are subordinated
to the liabilities of the issuer. Unlike common stocks, preferred stocks are generally not entitled to vote on corporate matters.
Types of preferred stocks include adjustable-rate preferred stock, fixed dividend preferred stock, perpetual preferred stock,
and sinking fund preferred stock.

 

Generally,
the market values of preferred stock with a fixed dividend rate and no conversion element vary inversely with interest rates and
perceived credit risk.

 

Rights
and Warrants.
A right is a privilege granted to existing shareholders of a corporation to subscribe to shares of a new issue
of common stock before it is issued. Rights normally have a short life of usually two to four weeks, are freely transferable,
and entitle the holder to buy the new common stock at a lower price than the public offering price. Warrants are securities that
are usually issued together with a debt security or preferred stock and that give the holder the right to buy a proportionate
amount of common stock at a specified price. Warrants are freely transferable and are traded on major exchanges. Unlike rights,
warrants normally have a life that is measured in years and entitles the holder to buy common stock of a company at a price that
is usually higher than the market price at the time the warrant is issued. Corporations often issue warrants to make the accompanying
debt security more attractive.

 

An
investment in warrants and rights may entail greater risks than certain other types of investments. Generally, rights and warrants
do not carry the right to receive dividends or exercise voting rights with respect to the underlying securities, and they do not
represent any rights in the assets of the issuer. In addition, their value does not necessarily change with the value of the underlying
securities, and they cease to have value if they are not exercised on or before their expiration date. Investing in rights and
warrants increases the potential profit or loss to be realized from the investment as compared with investing the same amount
in the underlying securities.

 

 

When-Issued
Securities

 

A
when-issued security is one whose terms are available and for which a market exists, but which has not been issued. When the Fund
engages in when-issued transactions, it relies on the other party to complete the sale. If the other party fails to complete the
sale, the Fund may miss the opportunity to obtain the security at a favorable price or yield.

 

When
purchasing a security on a when-issued basis, the Fund assumes the rights and risks of ownership of the security, including the
risk of price and yield changes. At the time of settlement, the value of the security may be more or less than the purchase price.
The yield available in the market when the delivery takes place also may be higher than those obtained in the transaction itself.
Because the Fund does not pay for the security until the delivery date, these risks are in addition to the risks associated with
its other investments.

 

Decisions
to enter into “when-issued” transactions will be considered on a case-by-case basis when necessary to maintain continuity
in a company’s index membership. The Fund will segregate cash or liquid securities equal in value to commitments for the
when-issued transactions. The Fund will segregate additional liquid assets daily so that the value of such assets is equal to
the amount of the commitments.

 

Exchange-Traded
Fund (“ETFs”)

 

The
Fund may invest in ETFs. As the shareholder of another ETF, the Fund would bear, along with other shareholders, its pro rata portion
of the other ETF’s expenses, including advisory fees. Such expenses are in addition to the expenses the Fund pays in connection
with its own operations. The Fund’s investments in other ETFs may be limited by applicable law as discussed below under
“Investment Company Securities.”

 

Disruptions
in the markets for the securities underlying ETFs purchased or sold by the Fund could result in losses on investments in ETFs.
ETFs also carry the risk that the price the Fund pays or receives may be higher or lower than the ETF’s NAV. ETFs are also
subject to certain additional risks, including the risks of illiquidity and of possible trading halts due to market conditions
or other reasons, based on the policies of the relevant exchange. ETFs and other investment companies in which the Fund may invest
may be leveraged, which would increase the volatility of the Fund’s NAV.

 

Foreign
Securities

 

The
Fund may invest directly in foreign securities. Investing in securities of foreign companies and countries involves certain considerations
and risks that are not typically associated with investing in U.S. government securities and securities of domestic companies.
There may be less publicly available information about a foreign issuer than a domestic one, and foreign companies are not generally
subject to uniform accounting, auditing and financial standards, and requirements comparable to those applicable to U.S. companies.
There may also be less government supervision and regulation of foreign securities exchanges, brokers, and listed companies than
exists in the United States. Interest and dividends paid by foreign issuers as well as gains or proceeds realized from the sale
or other disposition of foreign securities may be subject to withholding and other foreign taxes, which may decrease the net return
on such investments as compared to dividends and interest paid to the Fund by domestic companies or the U.S. government. There
may be the possibility of expropriations, seizure or nationalization of foreign deposits, the imposition of economic sanctions,
confiscatory taxation, political, economic or social instability, or diplomatic developments that could affect assets of the Fund
held in foreign countries. The establishment of exchange controls or other foreign governmental laws or restrictions could adversely
affect the payment of obligations. In addition, investing in foreign securities will generally result in higher commissions than
investing in similar domestic securities. Because non-U.S. securities may trade on days when the Fund’s shares are not priced,
NAV may change at times when Shares cannot be sold.

 

Decreases
in the value of currencies of the foreign countries in which the Fund will invest relative to the U.S. dollar will result in a
corresponding decrease in the U.S. dollar value of the Fund’s assets denominated in those currencies (and possibly a corresponding
increase in the amount of securities required to be liquidated to meet distribution requirements). Conversely, increases in the
value of currencies of the foreign countries in which the Fund invests relative to the U.S. dollar will result in a corresponding
increase in the U.S. dollar value of the Fund’s assets (and possibly a corresponding decrease in the amount of securities
to be liquidated).

 

 

Investing
in emerging markets can have more risk than investing in developed foreign markets. The risks of investing in these markets may
be exacerbated relative to investments in foreign markets. Governments of developing and emerging market countries may be more
unstable as compared to more developed countries. Developing and emerging market countries may have less developed securities
markets or exchanges, and legal and accounting systems. It may be more difficult to sell securities at acceptable prices and security
prices may be more volatile than in countries with more mature markets. Currency values may fluctuate more in developing or emerging
markets. Developing or emerging market countries may be more likely to impose government restrictions, including confiscatory
taxation, expropriation or nationalization of a company’s assets, and restrictions on foreign ownership of local companies.
In addition, emerging markets may impose restrictions on the Fund’s ability to repatriate investment income or capital and,
thus, may adversely affect the operations of the Fund. Certain emerging markets may impose constraints on currency exchange and
some currencies in emerging markets may have been devalued significantly against the U.S. dollar. For these and other reasons,
the prices of securities in emerging markets can fluctuate more significantly than the prices of securities of companies in developed
countries. The less developed the country, the greater effect these risks may have on the Fund.

 

Illiquid
and Restricted Investments

 

The
Fund may invest in illiquid investments (i.e., investments that are not readily marketable) to the extent permitted under the
1940 Act. Illiquid investments include, but are not limited to, restricted investments (investments the disposition of which is
restricted under the federal securities laws), investments that may only be resold pursuant to Rule 144A under the Securities
Act, but that are deemed to be illiquid; and repurchase agreements with maturities in excess of seven days. However, the Fund
will not acquire illiquid investments if, immediately after the acquisition, such investments would comprise more than 15% of
the value of the Fund’s net assets. Determinations of liquidity are made pursuant to guidelines contained in the liquidity
risk management program of the Trust applicable to the Fund. The Adviser determines and monitors the liquidity of the portfolio
investments and reports periodically on its decisions to the Board. In making such determinations it takes into account a number
of factors in reaching liquidity decisions, including but not limited to: (1) the frequency of trades and quotations for the investment;
(2) the number of dealers willing to purchase or sell the investment and the number of other potential buyers; (3) the willingness
of dealers to undertake to make a market in the investment; and (4) the nature of the marketplace trades, including the time needed
to dispose of the investment, the method of soliciting offers and the mechanics of the transfer. The term “illiquid investment”
is defined as an investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven
calendar days or less without the sale or disposition significantly changing the market value of the investment.

 

An
institutional market has developed for certain restricted investments. Accordingly, contractual, or legal restrictions on the
resale of an investment may not be indicative of the liquidity of the investment. If such investments are eligible for purchase
by institutional buyers in accordance with Rule 144A under the Securities Act or other exemptions, the Adviser may determine that
the investments are liquid.

 

Restricted
investments may be sold only in privately negotiated transactions or in a public offering with respect to which a registration
statement is in effect under the Securities Act. Where registration is required, the Fund may be obligated to pay all or part
of the registration expenses and a considerable period may elapse between the time of the decision to sell and the time the Fund
may be permitted to sell an investment under an effective registration statement. If, during such a period, adverse market conditions
were to develop, the Fund might obtain a less favorable price than that which prevailed when it decided to sell.

 

Illiquid
investments will be priced at fair value as determined in good faith under procedures adopted by the Trust and the Adviser. If,
through the appreciation of illiquid investments or the depreciation of liquid investments, the Fund should be in a position where
more than 15% of the value of its net assets are invested in illiquid investments, including restricted investments which are
not readily marketable, the Fund will take such steps as set forth in its procedures as adopted by the Trust and the Adviser.

 

 

Investment
Company Securities

 

The
Fund may invest in the securities of other investment companies, including money market funds and ETFs, subject to applicable
limitations under Section 12(d)(1) of the 1940 Act. Investing in another pooled vehicle exposes the Fund to all the risks of that
pooled vehicle. If the Fund invests in and, thus, is a shareholder of, another investment company, the Fund’s shareholders
will indirectly bear the Fund’s proportionate share of the fees and expenses paid by such other investment company, including
advisory fees, in addition to both the management fees payable directly by the Fund to the Adviser and the other expenses that
the Fund bears directly in connection with the Fund’s own operations.

 

Pursuant
to Section 12(d)(1), the Fund may invest in the securities of another investment company (the “acquired company”)
provided that the Fund, immediately after such purchase or acquisition, does not own in the aggregate: (i) more than 3% of the
total outstanding voting stock of the acquired company; (ii) securities issued by the acquired company having an aggregate value
in excess of 5% of the value of the total assets of the Fund; or (iii) securities issued by the acquired company and all other
investment companies (other than treasury stock of the Fund) having an aggregate value in excess of 10% of the value of the total
assets of the Fund. To the extent allowed by law or regulation, the Fund may invest its assets in securities of investment companies
that are money market funds in excess of the limits discussed above.

 

However,
registered investment companies are permitted to invest in other investment companies beyond the limits set forth in Section 12(d)(1),
subject to certain conditions. The Fund may rely on Rule 12d1-4 of the 1940 Act, which provides an exemption from Section 12(d)(1)
that allows the Fund to invest beyond the stated limits in other registered funds, including ETFs, if the Fund satisfies certain
conditions specified in the Rule, including, among other conditions, that the Fund and its advisory group will not control (individually
or in the aggregate) an acquired fund (e.g., hold more than 25% of the outstanding voting securities of an acquired fund that
is a registered open-end management investment company).

 

The
Fund may also rely on Section 12(d)(1)(F) and Rule 12d1-3 of the 1940 Act, which provide an exemption from Section 12(d)(1) that
allows the Fund to invest all of its assets in other registered funds, including ETFs, if, among other conditions: (a) the Fund,
together with its affiliates, acquires no more than three percent of the outstanding voting stock of any acquired fund, and (b)
the sales load charged on Shares is no greater than the limits set forth in Rule 2830 of the Conduct Rules of the Financial Industry
Regulatory Authority, Inc. (“FINRA”).

 

Money
Market Funds

 

The
Fund may invest in underlying money market funds that either seek to maintain a stable $1 NAV (“stable NAV money market
funds”) or that have a share price that fluctuates (“variable NAV market funds”). Although an underlying stable
NAV money market fund seeks to maintain a stable $1 NAV, it is possible for the Fund to lose money by investing in such a money
market fund. Because the share price of an underlying variable NAV market fund will fluctuate, when the Fund sells the shares
it owns they may be worth more or less than what the Fund originally paid for them. In addition, neither type of money market
fund is designed to offer capital appreciation. Certain underlying money market funds may impose a fee upon the sale of shares
or may temporarily suspend the ability to sell shares if such fund’s liquidity falls below required minimums.

 

Other
Short-Term Instruments

 

The
Fund may invest in short-term instruments, including money market instruments, on an ongoing basis to provide liquidity or for
other reasons. Money market instruments are generally short-term investments that may include but are not limited to: (i) shares
of money market funds; (ii) obligations issued or guaranteed by the U.S. government, its agencies, or instrumentalities (including
government-sponsored enterprises); (iii) negotiable certificates of deposit (“CDs”), bankers’ acceptances, fixed
time deposits, and other obligations of U.S. and foreign banks (including foreign branches) and similar institutions; (iv) commercial
paper rated at the date of purchase “Prime-1” by Moody’s Investor Services or “A-1” by Standard
& Poor’s Financial Services (“S&P”) or, if unrated, of comparable quality as determined by the Adviser;
(v) non-convertible corporate debt securities (e.g., bonds and debentures) with remaining maturities at the date of purchase of
not more than 397 days and that satisfy the rating requirements set forth in Rule 2a-7 under the 1940 Act; and (vi) short-term
U.S. dollar-denominated obligations of foreign banks (including U.S. branches) that, in the opinion of the Adviser, are of comparable
quality to obligations of U.S. banks which may be purchased by the Fund. Any of these instruments may be purchased on a current
or a forward-settled basis. Money market instruments also include shares of money market funds. Time deposits are non-negotiable
deposits maintained in banking institutions for specified periods of time at stated interest rates. Bankers’ acceptances
are time drafts drawn on commercial banks by borrowers, usually in connection with international transactions.

 

 

Securities
Lending

 

The
Fund may lend portfolio securities to certain creditworthy borrowers. The borrowers provide collateral that is maintained in an
amount at least equal to the current value of the securities loaned. The Fund may terminate a loan at any time and obtain the
return of the securities loaned. The lending Fund receives the value of any interest or cash or non-cash distributions paid on
the loaned securities. Distributions received on loaned securities in lieu of dividend payments (i.e., substitute payments) would
not be considered qualified dividend income.

 

With
respect to loans that are collateralized by cash, the borrower will be entitled to receive a fee based on the amount of cash collateral.
The Fund is compensated by the difference between the amount earned on the reinvestment of cash collateral and the fee paid to
the borrower. In the case of collateral other than cash, the Fund is compensated by a fee paid by the borrower equal to a percentage
of the value of the loaned securities. Any cash collateral may be reinvested in certain short-term instruments either directly
on behalf of the Fund or through one or more joint accounts or money market funds, which may include those managed by the Adviser.

 

The
Fund may pay a portion of the interest or fees earned from securities lending to a borrower as described above, and to one or
more securities lending agents approved by the Board who administer the lending program for the Fund in accordance with guidelines
approved by the Board. In such capacity, the lending agent causes the delivery of loaned securities from the Fund to borrowers,
arranges for the return of loaned securities to the Fund at the termination of a loan, requests deposit of collateral, monitors
the daily value of the loaned securities and collateral, requests that borrowers add to the collateral when required by the loan
agreements, and provides recordkeeping and accounting services necessary for the operation of the program.

 

Securities
lending involves exposure to certain risks, including operational risk (i.e., the risk of losses resulting from problems in the
settlement and accounting process), “gap” risk (i.e., the risk of a mismatch between the return on cash collateral
reinvestments and the fees the Fund has agreed to pay a borrower), and credit, legal, counterparty, and market risk. In the event
a borrower does not return the Fund’s securities as agreed, the Fund may experience losses if the proceeds received from
liquidating the collateral do not at least equal the value of the loaned security at the time the collateral is liquidated plus
the transaction costs incurred in purchasing replacement securities.

 

Tax
Risks

 

As
with any investment, you should consider how your investment in Shares will be taxed. The tax information in the Prospectus and
this SAI is provided as general information. You should consult your own tax professional about the tax consequences of an investment
in Shares.

 

Unless
your investment in Shares is made through a tax exempt entity or certain tax-advantaged accounts, such as an individual retirement
account, you need to be aware of the possible tax consequences when the Fund makes distributions or you sell Shares.

 

U.S.
Government Securities

 

The
Fund may invest in U.S. government securities. Securities issued or guaranteed by the U.S. government or its agencies or instrumentalities
include U.S. Treasury securities, which are backed by the full faith and credit of the U.S. Treasury and which differ only in
their interest rates, maturities, and times of issuance. U.S. Treasury bills have initial maturities of one-year or less; U.S.
Treasury notes have initial maturities of one to ten years; and U.S. Treasury bonds generally have initial maturities of greater
than ten years. Certain U.S. government securities are issued or guaranteed by agencies or instrumentalities of the U.S. government
including, but not limited to, obligations of U.S. government agencies or instrumentalities such as the Federal National Mortgage
Association (‘FNMA’), the Government National Mortgage Association (‘GNMA’), the Small Business Administration,
the Federal Farm Credit Administration, the Federal Home Loan Banks, Banks for Cooperatives (including the Central Bank for Cooperatives),
the Federal Land Banks, the Federal Intermediate Credit Banks, the Tennessee Valley Authority, the Export-Import Bank of the United
States, the Commodity Credit Corporation, the Federal Financing Bank, the Student Loan Marketing Association, the National Credit
Union Administration and the Federal Agricultural Mortgage Corporation (Farmer Mac).

 

 

Some
obligations issued or guaranteed by U.S. government agencies and instrumentalities, including, for example, GNMA pass-through
certificates, are supported by the full faith and credit of the U.S. Treasury. Other obligations issued by or guaranteed by federal
agencies, such as those securities issued by the FNMA, are supported by the discretionary authority of the U.S. government to
purchase certain obligations of the federal agency, while other obligations issued by or guaranteed by federal agencies, such
as those of the Federal Home Loan Banks, are supported by the right of the issuer to borrow from the U.S. Treasury, while the
U.S. government provides financial support to such U.S. government-sponsored federal agencies, no assurance can be given that
the U.S. government will always do so, since the U.S. government is not so obligated by law. U.S. Treasury notes and bonds typically
pay coupon interest semi-annually and repay the principal at maturity.

 

On
September 7, 2008, the U.S. Treasury announced a federal takeover of the FNMA and the Federal Home Loan Mortgage Corporation (“Freddie
Mac”), placing the two federal instrumentalities in conservatorship. Under the takeover, the U.S. Treasury agreed to acquire
$1 billion of senior preferred stock of each instrumentality and obtained warrants for the purchase of common stock of each instrumentality
(the “Agreement”). Under the Agreement, the U.S. Treasury pledged to provide up to $200 billion per instrumentality
as needed, including the contribution of cash capital to the instrumentalities in the event their liabilities exceed their assets.
This was intended to ensure that the instrumentalities maintain a positive net worth and meet their financial obligations, preventing
mandatory triggering of receivership. The Agreement has been amended several times since September 7, 2008, both formally and
through letter agreements. If the conservatorship is terminated, the investments of holders, including the Fund, of mortgage-backed
securities and other obligations issued by the FNMA and Freddie Mac will no longer have the protection of the U.S. Treasury.

 

The
total public debt of the United States as a percentage of gross domestic product has grown rapidly since the beginning of the
2008–2009 financial downturn. Although high debt levels do not necessarily indicate or cause economic problems, they may
create certain systemic risks if sound debt management practices are not implemented. A high national debt can raise concerns
that the U.S. government will not be able to make principal or interest payments when they are due. This increase has also necessitated
the need for the U.S. Congress to negotiate adjustments to the statutory debt limit to increase the cap on the amount the U.S.
government is permitted to borrow to meet its existing obligations and finance current budget deficits. In August 2011, S&P
lowered its long-term sovereign credit rating of the U.S. from AAA to AA+ and it has not been upgraded as of the date of this
SAI. In explaining the downgrade at that time, S&P cited, among other reasons, controversy over raising the statutory debt
limit and growth in public spending. Any controversy or ongoing uncertainty regarding the statutory debt ceiling negotiations
may impact the U.S. long-term sovereign credit rating and may cause market uncertainty. As a result, market prices and yields
of securities supported by the full faith and credit of the U.S. government may be adversely affected.

 

INVESTMENT
RESTRICTIONS

 

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

 

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

 

  1. Borrow money or
issue senior securities (as defined under the 1940 Act), except to the extent permitted under the 1940 Act.
   
  2. Make loans, except
to the extent permitted under the 1940 Act.
   
  3. Purchase or sell
real estate unless acquired as a result of ownership of securities or other instruments, except to the extent permitted under
the 1940 Act. This shall not prevent the Fund from investing in securities or other instruments backed by real estate, real
estate investment trusts (“REITs”) or securities of companies engaged in the real estate business.

 

 

  4. Purchase or sell
commodities unless acquired as a result of ownership of securities or other instruments, except to the extent permitted under
the 1940 Act. This shall not prevent the Fund from purchasing or selling options and futures contracts or from investing in
securities or other instruments backed by physical commodities.
     
  5. Underwrite securities
issued by other persons, except to the extent permitted under the 1940 Act.
     
  6. Concentrate its
investments (i.e., hold more than 25% of its total assets) in any industry or group of related industries, except that the
Fund will concentrate to approximately the same extent that the Index concentrates in the securities of such particular industry
or group of related industries. For purposes of this limitation, securities of the U.S. government (including its agencies
and instrumentalities), repurchase agreements collateralized by U.S. government securities, investment companies, and tax-exempt
securities of state or municipal governments and their political subdivisions are not considered to be issued by members of
any industry.

In
determining its compliance with the fundamental investment restriction on concentration, the Fund will look through to the underlying
holdings of any affiliated investment company and will consider its entire investment in any investment company with a policy
to concentrate, or having otherwise disclosed that it is concentrated, in a particular industry or group of related industries
as being invested in such industry or group of related industries. Additionally, in determining its compliance with the fundamental
investment restriction on concentration, the Fund will look through to the user or use of private activity municipal bonds to
determine their industry.

 

In
addition to the investment restrictions adopted as fundamental policies as set forth above, the Fund observes the following non-fundamental
restriction, which may be changed without a shareholder vote upon Board approval and 60-days’ notice to shareholders.

 

  1. The Fund invests, under normal circumstances,
at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities of companies
incorporated in or that are listed in the United States, Canada, or Mexico. The Fund will provide the Fund’s shareholders
with at least 60 days’ prior notice of any change in this policy.

 

If
a percentage limitation is adhered to at the time of investment or contract, a later increase or decrease in percentage resulting
from any change in value or total or net assets will not result in a violation of such restriction, except that the percentage
limitations with respect to the borrowing of money and illiquid investments will be observed continuously.

 

EXCHANGE
LISTING AND TRADING

 

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

 

There
can be no assurance that the Fund will continue to meet the requirements of the Exchange necessary to maintain the listing of
Shares. The Exchange may, but is not required to, remove Shares from the 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 of the Investment Company
Act of 1940; (2) the Fund no longer complies with the Exchange’s requirements for Shares; or (3) such other event shall
occur or condition shall exist that, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable. The Exchange
will remove the Shares from listing and trading upon termination of the Fund.

 

The
Trust reserves the right to adjust the price levels of Shares in the future to help maintain convenient trading ranges for investors.
Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect on the net assets
of the Fund.

 

MANAGEMENT
OF THE TRUST

 

Board
Responsibilities.
The management and affairs of the Trust and its series are overseen by the Board, which elects the
officers of the Trust who are responsible for administering the day-to-day operations of the Trust and the Fund. The Board
has approved contracts, as described below, under which certain companies provide essential services to the Trust.

 

The
day-to-day business of the Trust, including the management of risk, is performed by third-party service providers, such as the
Adviser, the Distributor (defined below), and the Administrator (defined below). The Board is responsible for overseeing the Trust’s
service providers and, thus, has oversight responsibility with respect to risk management performed by those service providers.
Risk management seeks to identify and address risks, i.e., events or circumstances that could have material adverse effects on
the business, operations, shareholder services, investment performance, or reputation of the Fund. The Fund and its service providers
employ a variety of processes, procedures, and controls to identify various of those possible events or circumstances, to lessen
the probability of their occurrence and/or to mitigate the effects of such events or circumstances if they do occur. Each service
provider is responsible for one or more discrete aspects of the Trust’s business and, consequently, for managing the risks
associated with that business. The Board has emphasized to the Fund’s service providers the importance of maintaining vigorous
risk management.

 

 

The
Board’s role in risk oversight begins before the inception of the Fund, at which time certain of the Fund’s service
providers present the Board with information concerning the investment objective, strategies, and risks of the Fund as well as
proposed investment limitations for the Fund. Additionally, the Adviser provides the Board with an overview of, among other things,
their investment philosophies, brokerage practices, and compliance infrastructures. Thereafter, the Board continues its oversight
function as various personnel, including the Trust’s Chief Compliance Officer and other service providers, such as the Fund’s
independent registered public accounting firm, make periodic reports to the Audit Committee or to the Board with respect to various
aspects of risk management. The Board and the Audit Committee oversee efforts by management and service providers to manage risks
to which the Fund may be exposed.

 

The
Board is responsible for overseeing the nature, extent, and quality of the services provided to the Fund by the Adviser and receives
information about those services at its regular meetings. In addition, on an annual basis (following the initial two-year period),
in connection with its consideration of whether to renew the Investment Advisory Agreement with the Adviser, the Board or its
designee may meet with the Adviser to review such services. Among other things, the Board regularly considers the Adviser’s
adherence to the Fund’s investment restrictions and compliance with various Fund policies and procedures and with applicable
securities regulations. The Board also reviews information about the Fund’s performance and the nature of the Fund’s
investments.

 

The
Trust’s Chief compliance Officer reports regularly to the Board to review and discuss compliance issues and Fund, and Adviser
risk assessments. At least annually, the Trust’s Chief Compliance Officer provides the Board with a report reviewing the
adequacy and effectiveness of the Trust’s policies and procedures and those of its service providers, including the Adviser.
The report addresses the operation of the policies and procedures of the Trust and each service provider since the date of the
last report; any material changes to the policies and procedures since the date of the last report; any recommendations for material
changes to the policies and procedures; and any material compliance matters since the date of the last report.

 

The
Board receives reports from the Fund’s service providers regarding operational risks and risks related to the valuation
and liquidity of portfolio securities. Annually, the Fund’s independent registered public accounting firm reviews with the
Audit Committee its audit of the Fund’s financial statements, focusing on major areas of risk encountered by the Fund and
noting any significant deficiencies or material weaknesses in the Fund’s internal controls. Additionally, in connection
with its oversight function, the Board oversees Fund management’s implementation of disclosure controls and procedures,
which are designed to ensure that information required to be disclosed by the Trust in its periodic reports with the SEC are recorded,
processed, summarized, and reported within the required time periods. The Board also oversees the Trust’s internal controls
over financial reporting, which comprise policies and procedures designed to provide reasonable assurance regarding the reliability
of the Trust’s financial reporting and the preparation of the Trust’s financial statements.

 

From
their review of these reports and discussions with the Adviser, the Chief Compliance Officer, the independent registered public
accounting firm, and other service providers, the Board and the Audit Committee learn in detail about the material risks of the
Fund, thereby facilitating a dialogue about how management and service providers identify and mitigate those risks.

 

The
Board recognizes that not all risks that may affect the Fund can be identified and/or quantified, that it may not be practical
or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related
risks) to achieve the Fund’s goals, and that the processes, procedures, and controls employed to address certain risks may
be limited in their effectiveness. Moreover, reports received by the Board as to risk management matters are typically summaries
of the relevant information. Most of the Fund’s investment management and business affairs are carried out by or through
the Adviser and other service providers, each of which has an independent interest in risk management but whose policies and the
methods by which one or more risk management functions are carried out may differ from the Fund’s and each other’s
in the setting of priorities, the resources available, or the effectiveness of relevant controls. As a result of the foregoing
and other factors, the Board’s ability to monitor and manage risk, as a practical matter, is subject to limitations.

 

 

Members
of the Board.
There are four members of the Board, three of whom are not interested persons of the Trust, as that term is
defined in the 1940 Act (the “Independent Trustees”). Mr. Eric W. Falkeis serves as Chairman of the Board and is an
interested person of the Trust.

 

The
Board is composed of a majority (75 percent) of Independent Trustees. The Trust has determined its leadership structure is appropriate
given the specific characteristics and circumstances of the Trust, even though there is no Lead Independent Trustee. The Trust
made this determination in consideration of, among other things, the fact that the Independent Trustees of the Trust constitute
a super majority of the Board, the number of Independent Trustees that constitute the Board, the amount of assets under management
in the Trust, and the number of funds overseen by the Board. The Board also believes that its leadership structure facilitates
the orderly and efficient flow of information to the Independent Trustees from Fund management.

 

Additional
information about each Trustee of the Trust is set forth below. The address of each Trustee of the Trust is c/o Tidal ETF Trust,
234 West Florida Street, Suite 203, Milwaukee, Wisconsin 53204.

 

Name
and Year of

Birth

Position

Held

with

the
Trust

Term
of

Office
and

Length
of

Time

Served

Principal
Occupation(s) During

Past 5 Years

Number
of

Portfolios
in

Fund

Complex

Overseen
by

Trustee

Other

Directorships
Held by
Trustee

During
Past 5

Years

Independent
Trustees(1) 
         

Mark
H.W. Baltimore 

Born:
1967

 

Trustee Indefinite
term; since 2018
Co-Chief
Executive Officer, Global Rhino, LLC (asset management consulting firm) (since 2018); Chief Business Development Officer,
Joot (asset management compliance services firm) (since 2019); Chief Executive Officer, Global Sight, LLC (asset management
distribution consulting firm) (2016 to 2018).
53 None

Dusko
Culafic 

Born:
1958 

Trustee Indefinite
term; since 2018
Retired
(since 2018); Senior Operational Due Diligence Analyst, Aurora Investment Management, LLC (2012 to 2018).
53 None

Eduardo Mendoza 

Born: 1966

Trustee Indefinite
term; since 2018
Chief
Financial Officer (since 2022), Executive Vice President – Head of Capital Markets & Corporate Development, (since
2019), Advisor (2017 to 2019), Credijusto (financial technology company).
53 None

  

 

Name
and Year of

Birth

Position

Held

with

the
Trust

Term
of

Office
and

Length
of

Time

Served

Principal
Occupation(s) During

Past 5 Years

Number
of

Portfolios
in

Fund

Complex

Overseen
by

Trustee

Other

Directorships
Held by
Trustee

During
Past 5

Years

Interested
Trustee
         

Eric
W. Falkeis (2)  

Born:
1973

 

President,
Principal Executive Officer, Trustee, and Chairman
President
and Principal Executive Officer since 2019, Indefinite term; Trustee and Chairman since 2018, Indefinite term
Chief
Executive Officer, Tidal ETF Services LLC (since 2018); Chief Operating Officer (and other positions), Rafferty Asset Management,
LLC (2013 to 2018) and Direxion Advisors, LLC (2017 to 2018).
53 Trustee,
Tidal Trust II (34 Series)(since 2022); Independent Director,
Muzinich BDC, Inc. (since 2019); Trustee, Professionally Managed Portfolios (27 Series) (since 2011); Interested Trustee,
Direxion Funds, Direxion Shares ETF Trust, and Direxion Insurance Trust (2014 to 2018).

 

  (1)  All Independent
Trustees of the Trust are not “interested persons” of the Trust as defined under the 1940 Act.
     
  (2)  Mr. Falkeis is considered
an “interested person” of the Trust due to his positions as President, Principal Executive Officer, and Chairman
of the Trust, and Chief Executive Officer of Tidal ETF Services LLC, a Tidal Financial Group company and an affiliate of the
Adviser.
     
  (3) 

The
Trust, as of the date of this SAI, offers for sale to the public 47 of 53 Funds registered with the SEC. 

 

Individual
Trustee Qualifications.
The Trust has concluded that each of the Trustees should serve on the Board because of their ability
to review and understand information about the series of the Trust provided to them by management, to identify and request other
information they may deem relevant to the performance of their duties, to question management and other service providers regarding
material factors bearing on the management and administration of the Trust, and to exercise their business judgment in a manner
that serves the best interests of the shareholders of each series of the Trust. The Trust has concluded that each of the Trustees
should serve as a Trustee based on his or her own experience, qualifications, attributes, and skills as described below.

 

The
Trust has concluded that Mr. Baltimore should serve as a Trustee because of his substantial experience with the distribution of
investment company securities and his experience with regulatory matters through his current position at Global Rhino, LLC and
prior position at Global Sight, LLC, asset management distribution consulting firms, current position at Joot, an asset management
compliance services firm, and his past experience with distribution activities at the parent company of the Trust’s Distributor
(defined below). The Board believes Mr. Baltimore’s experience, qualifications, attributes, or skills, on an individual
basis and in combination with those of the other Trustees, led to the conclusion that he possesses the requisite skills and attributes
as a Trustee to carry out oversight responsibilities with respect to the Trust.

 

The
Trust has concluded that Mr. Culafic should serve as a Trustee because of his substantial experience with investment management
operations and his experience with financial, accounting, investment, and regulatory matters through his former position as Senior
Operational Due Diligence Analyst of Aurora Investment Management, LLC, a registered investment adviser. The Board believes Mr.
Culafic’s experience, qualifications, attributes, or skills, on an individual basis and in combination with those of the
other Trustees, led to the conclusion that he possesses the requisite skills and attributes as a Trustee to carry out oversight
responsibilities with respect to the Trust.

 

 

The
Trust has concluded that Mr. Mendoza should serve as a Trustee because of his substantial experience with credit markets and finance
and his experience with financial, accounting, investment, and regulatory matters through his former positions as Managing Director
(and other positions) of BMO Capital Markets, an investment bank. The Board believes Mr. Mendoza’s experience, qualifications,
attributes, or skills, on an individual basis and in combination with those of the other Trustees, led to the conclusion that
he possesses the requisite skills and attributes as a Trustee to carry out oversight responsibilities with respect to the Trust.

 

The
Trust has concluded that Mr. Falkeis should serve as a Trustee because of his substantial investment company experience and his
experience with financial, accounting, investment, and regulatory matters through his former position as Senior Vice President
and Chief Financial Officer (and other positions) of U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund
Services (“Global Fund Services” or the “Transfer Agent”), a full service provider to ETFs, mutual funds,
and alternative investment products. In addition, he has experience consulting with investment advisors regarding the legal structure
of mutual funds, distribution channel analysis, and actual distribution of those funds. Mr. Falkeis also has substantial managerial,
operational, technological, and risk oversight related experience through his former position as Chief Operating Officer of the
advisers to the Direxion mutual fund and ETF complex. The Board believes Mr. Falkeis’ experience, qualifications, attributes,
or skills on an individual basis and in combination with those of the other Trustees led to the conclusion that he possesses the
requisite skills and attributes as a Trustee to carry out oversight responsibilities with respect to the Trust.

 

In
its periodic assessment of the effectiveness of the Board, the Board considers the complementary individual skills and experience
of the individual Trustees primarily in the broader context of the Board’s overall composition so that the Board, as a body,
possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the Trust.

 

Board
Committees
. The Board has established the following standing committees of the Board:

 

Audit
Committee
. The Board has a standing Audit Committee that is composed of each of the Independent Trustees of the Trust and
is chaired by an Independent Trustee. The Audit Committee chair presides at the Audit Committee meetings, participates in formulating
agendas for Audit Committee meetings, and coordinates with management to serve as a liaison between the Independent Trustees and
management on matters within the scope of responsibilities of the Audit Committee as set forth in its Board-approved written charter.
The principal responsibilities of the Audit Committee include overseeing the Trust’s accounting and financial reporting
policies and practices and its internal controls; overseeing the quality, objectivity and integrity of the Trust’s financial
statements and the independent audits thereof; monitoring the independent auditor’s qualifications, independence, and performance;
acting as a liaison between the Trust’s independent auditors and the full Board; pre-approving all auditing services to
be performed for the Trust; reviewing the compensation and overseeing the work of the independent auditor (including resolution
of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or
issuing an audit report or related work; pre-approving all permitted non-audit services (including the fees and terms thereof)
to be performed for the Trust; pre-approving all permitted non-audit services to be performed for any investment adviser or sub-adviser
to the Trust by any of the Trust’s independent auditors if the engagement relates directly to the operations and financial
reporting of the Trust; meeting with the Trust’s independent auditors as necessary to (1) review the arrangement for and
scope of the annual audits and any special audits, (2) discuss any matters of concern relating to the Fund’s financial statements,
(3) consider the independent auditors’ comments with respect to the Trust’s financial policies, procedures and internal
accounting controls and Trust management’s responses thereto, and (4) review the form of opinion the independent auditors
propose to render to the Board and the Fund’s shareholders; discussing with management and the independent auditor significant
financial reporting issues and judgments made in connection with the preparation of the Fund’s financial statements; and
reviewing and discussing reports from the independent auditors on (1) all critical accounting policies and practices to be used,
(2) all alternative treatments within generally accepted accounting principles for policies and practices related to material
items that have been discussed with management, (3) other material written communications between the independent auditor and
management, including any management letter, schedule of unadjusted differences, or management representation letter, and (4)
all non-audit services provided to any entity in the Trust that were not pre-approved by the Committee; and reviewing disclosures
made to the Committee by the Trust’s principal executive officer and principal accounting officer during their certification
process for the Fund’s Form N-CSR. As of the date of this SAI, the Audit Committee met one time with respect to the Fund.

 

 

The
Audit Committee also serves as the Qualified Legal Compliance Committee (“QLCC”) for the Trust for the purpose of
compliance with Rules 205.2(k) and 205.3(c) of the Code of Federal Regulations, regarding alternative reporting procedures for
attorneys retained or employed by an issuer who appear and practice before the SEC on behalf of the issuer (the “issuer
attorneys”). An issuer attorney who becomes aware of evidence of a material violation by the Trust, or by any officer, director,
employee, or agent of the Trust, may report evidence of such material violation to the QLCC as an alternative to the reporting
requirements of Rule 205.3(b) (which requires reporting to the chief legal officer and potentially escalating further to other
entities).

 

Nominating
Committee
. The Board has a standing Nominating Committee that is composed of each of the Independent Trustees of the Trust.
The Nominating Committee operates under a written charter approved by the Board. The principal responsibility of the Nominating
Committee is to identify, evaluate, and recommend candidates to fill vacancies on the Trust’s Board, if any. The Nominating
Committee generally will not consider nominees recommended by shareholders. The Nominating Committee meets periodically, as necessary,
but at least annually in November.

 

Principal
Officers of the Trust

 

The
officers of the Trust conduct and supervise its daily business. The address of each officer of the Trust is c/o Tidal ETF Trust,
234 West Florida Street, Suite 203, Milwaukee, Wisconsin 53204, unless otherwise indicated. Additional information about the Trust’s
officers is as follows:

 

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 

Eric
W. Falkeis(1)  

Born:
1973

President,
Principal Executive Officer, Interested Trustee, and Chairman
President
and Principal Executive Officer since 2019, Indefinite term; Interested Trustee, Chairman since 2018, Indefinite term
Chief
Executive Officer, Tidal ETF Services LLC (since 2018); Chief Operating Officer (and other positions), Rafferty Asset Management,
LLC (2013 to 2018) and Direxion Advisors, LLC (2017 to 2018).

Ally
L. Mueller 

Born:
1979

Vice
President

Indefinite
term; 

since
2023

Head
of ETF Launches and Client Success (since 2023), Head of ETF Launches and Finance Director (2019 to 2023), Tidal ETF Services
LLC.

Aaron
J. Perkovich 

Born:
1973

 

Treasurer,
Principal Financial Officer, and Principal Accounting Officer

Indefinite
term;

since
2022

 

Head
of Fund Administration (since 2023), Fund Administration Manager (2022 to 2023), Tidal ETF Services LLC; Assistant Director
– Investments, Mason Street Advisors, LLC (2021 to 2022); Vice President, U.S. Bancorp Fund Services, LLC (2006 to 2021).

William
H. Woolverton, Esq. 

Born:
1951

 

Chief
Compliance Officer and AML Compliance Officer
AML
Compliance Officer since 2023, Indefinite term; Chief Compliance Officer since 2021, Indefinite term
Chief
Compliance Officer (since 2023), Compliance Advisor (2022 to 2023), Tidal Investments LLC; Chief Compliance Officer, Tidal
ETF Services LLC (since 2022); Senior Compliance Advisor, Cipperman Compliance Services, LLC (2020 to 2022); Operating Partner,
Altamont Capital Partners (private equity firm) (since 2021); Managing Director and Head of Legal – US, Waystone (global governance
solutions) (2016 to 2019).

Lissa
M. Richter

Born:
1979

Secretary

Indefinite
term; 

since
2023

ETF
Regulatory Manager (since 2021), Tidal ETF Services LLC; Senior Paralegal, Rafferty Asset Management, LLC (2013 to 2020);
Senior Paralegal, Officer, U.S Bancorp Fund Services LLC (2005 to 2013).

Melissa
Breitzman

Born:
1983

Assistant
Treasurer

Indefinite
term: 

since
2023

Fund
Administration Manager, Tidal ETF Services LLC (since 2023); Assistant Vice President, U.S. Bancorp Fund Services, LLC (2005
to 2023).
  (1) Mr. Falkeis is considered
an “interested person” of the Trust due to his positions as President, Principal Executive Officer, and Chairman
of the Trust and Chief Executive Officer of Tidal ETF Services LLC, a Tidal Financial Group company and an affiliate of the
Adviser.

 

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

 

As
of December 31, 2022, the Fund had not commenced operations and no Shares were outstanding. As of December 31, 2022, the following
Trustees each beneficially owned shares of certain series of the Trust as follows, and no other Trustee owned shares of any series
of the Trust:

 

  Aggregate
Dollar Range of Shares of Series of the Trust
 
Dusko
Culafic
$50,001
– $100,000
 
Eric
W. Falkeis
Over
$100,000
 

 

As
of December 31, 2022, neither the Independent Trustees nor members of their immediate family, owned securities beneficially or
of record in the Adviser, the Distributor (as defined below), or an affiliate of the Adviser or Distributor. Accordingly, neither
the Independent Trustees nor members of their immediate family, have 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,
neither the Independent Trustees nor members of their immediate families have conducted any transactions (or series of transactions)
in which the amount involved exceeds $120,000 and to which the Adviser, the Distributor or any affiliate thereof was a party.

 

Board
Compensation.
The Independent Trustees each receive $35,000 for each regular quarterly meeting attended, $7,500 for each special
meeting attended, and $1,000 for each telephonic audit committee meeting attended, as well as reimbursement for travel and other
out-of-pocket expenses incurred in connection with serving as a Trustee. The Audit Committee Chair receives an annual fee of $25,000.
The Trust has no pension or retirement plan.

 

 

The
following table shows the compensation estimated to be earned by each Trustee for the Fund’s current fiscal period ending
July 31, 2024. Independent Trustee fees are paid by the Adviser or sub-adviser (for series that are sub-advised) to each series
of the Trust and not by the Fund. Trustee compensation shown below does not include reimbursed out-of-pocket expenses in connection
with attendance at meetings.

 

Name

Aggregate
Estimated Compensation  

From
the Fund 

Total
Estimated Compensation From

the Fund Complex Paid to Trustees(1) 
Interested
Trustees
Eric
W. Falkeis
$0 $0
Independent
Trustees
Mark
H.W. Baltimore
$0 $90,000
Dusko
Culafic
$0 $115,000
Eduardo
Mendoza
$0 $90,000
  (1)  The
Trust, as of the date of this SAI, offers for sale to the public 47 of the 53 Funds registered with the SEC.

 

PRINCIPAL
SHAREHOLDERS, CONTROL PERSONS AND MANAGEMENT OWNERSHIP

 

A
principal shareholder is any person who owns of record or beneficially 5% or more of the outstanding Shares. A control person
is a shareholder that owns beneficially or through controlled companies more than 25% of the voting securities of a company or
acknowledges the existence of control. Shareholders owning voting securities in excess of 25% may determine the outcome of any
matter affecting and voted on by shareholders of the Fund.

 

As
of the date of this SAI, the Fund had not yet commenced operations and no Shares were outstanding.

 

CODES
OF ETHICS

 

The
Trust and the Adviser have each adopted codes of ethics pursuant to Rule 17j-1 of the 1940 Act. These codes of ethics are designed
to prevent affiliated persons of the Trust and the Adviser from engaging in deceptive, manipulative, or fraudulent activities
in connection with securities held or to be acquired by the Fund (which may also be held by persons subject to the codes of ethics).
Each code of ethics permits personnel subject to that code of ethics to invest in securities for their personal investment accounts,
subject to certain limitations, including limitations related to securities that may be purchased or held by the Fund. The Distributor
(as defined below) relies on the principal underwriters exception under Rule 17j-1(c)(3), specifically where the Distributor is
not affiliated with the Trust, or the Adviser, and no officer, director, or general partner of the Distributor serves as an officer,
director, or general partner of the Trust or the Adviser.

 

There
can be no assurance that the codes of ethics will be effective in preventing such activities. Each code of ethics may be found
on the SEC’s website at http://www.sec.gov.

 

PROXY
VOTING POLICIES

 

The
Fund has delegated proxy voting responsibilities to the Adviser, subject to the Board’s oversight. In delegating proxy responsibilities,
the Board has directed that proxies be voted consistent with the Fund’s and its shareholders’ best interests and in
compliance with all applicable proxy voting rules and regulations. The Adviser has adopted proxy voting policies and guidelines
for this purpose (“Proxy Voting Policies”), which have been adopted by the Trust as the policies and procedures that
are used when voting proxies on behalf of the Fund.

 

In
the absence of a conflict of interest, the Adviser will generally vote “for” routine proposals, such as the election
of directors, approval of auditors, and amendments or revisions to corporate documents to eliminate outdated or unnecessary provisions.
Unusual or disputed proposals will be reviewed and voted on a case-by-case basis. The Proxy Voting Policies address, among other
things, material conflicts of interest that may arise between the interests of the Fund and the interests of the Adviser. The
Proxy Voting Policies will ensure that all issues brought to shareholders are analyzed in light of the Adviser’s fiduciary
responsibilities.

 

The
Trust’s Chief Compliance Officer is responsible for monitoring the effectiveness of the Proxy Voting Policies.

 

When
available, information on how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended
June 30 will be available (1) without charge, upon request, by calling 800-886-4107 or (2) on the SEC’s website at www.sec.gov.

 

 

INVESTMENT
ADVISER

 

Tidal
Investments LLC, a Tidal Financial Group company, located at 234 West Florida Street, Suite 203, Milwaukee, Wisconsin 53204, serves
as investment adviser to the Fund and has overall responsibility for the general management and administration of the Fund.

 

Pursuant
to the Investment Advisory Agreement (the “Advisory Agreement”), the Adviser provides investment advice to the Fund
and oversees the day-to-day operations of the Fund subject to the direction and oversight of the Board. Under the Advisory Agreement,
the Adviser is also responsible for arranging sub-advisory, transfer agency, custody, fund administration and accounting, and
other related services necessary for the Fund to operate. The Adviser administers the Fund’s business affairs, provides
office facilities and equipment and certain clerical, bookkeeping, and administrative services. Under the Advisory Agreement,
in exchange for a single unitary management fee from the Fund, the Adviser has agreed to pay all expenses incurred by the Fund
except for the Excluded Expenses, as defined in the Prospectus. For services provided to the Fund, the Fund pays the Adviser a
unitary management fee, which is calculated daily and paid monthly, at an annual rate of 0.75% based on the Fund’s average
daily net assets.

 

The
Advisory Agreement will continue in force for an initial period of two years from the date the Fund commences operations. Thereafter,
the Advisory Agreement will be renewable from year to year with respect to the Fund, so long as its continuance is approved at
least annually (1) by the vote, cast in person (or in another manner permitted under the 1940 Act or pursuant to exemptive relief
therefrom) at a meeting called for that purpose, of a majority of those Trustees who are not “interested persons”
of the Adviser or the Trust; and (2) by the majority vote of either the full Board or the vote of a majority of the outstanding
Shares. The Advisory Agreement automatically terminates on assignment and is terminable on a 60-day written notice either by the
Trust or the Adviser.

 

The
Adviser shall not be liable to the Trust or any shareholder for anything done or omitted by it, except acts or omissions involving
willful misfeasance, bad faith, gross negligence or reckless disregard of the duties imposed upon it by its agreement with the
Trust or for any losses that may be sustained in the purchase, holding, or sale of any security.

 

The
Fund is new and has not paid fees to the Adviser pursuant to the Advisory Agreement as of the date of this SAI.

 

PORTFOLIO
MANAGERS

 

The
Fund is managed jointly and primarily by Michael Venuto, Chief Investment Officer for the
Adviser and Charles A. Ragauss, CFA, Portfolio Manager for the Adviser.

 

Other
Accounts.
In addition to the Fund, the portfolio managers managed the following other accounts as of October 31, 2023.

 

 

Michael
Venuto, Chief Investment Officer for the Adviser

 

Type
of Accounts
Total
Number of

Accounts
Total
Assets of

Accounts (in
millions)
Total
Number of

Accounts Subject to
a Performance-
Based Fee
Total
Assets of

Accounts Subject to
a Performance-
Based Fee
Registered
Investment Companies
 54  $4,196 0 $0
Other
Pooled Investment Vehicles
 0  $0 0  $0
Other
Accounts
 231  $73 0  $0

 

Charles
A. Ragauss, CFA, Portfolio Manager for the Adviser

 

Type
of Accounts
Total
Number of

Accounts
Total
Assets of

Accounts (in
millions)
Total
Number of

Accounts Subject to
a Performance-
Based Fee
Total
Assets of

Accounts Subject to
a Performance-
Based Fee
Registered
Investment Companies
 88 $5,763  0  $0
Other
Pooled Investment Vehicles
 0  $0  0  $0
Other
Accounts
 0  $0  0  $0

 

Portfolio
Manager Fund Ownership.
The Fund is required to show the dollar range of each portfolio manager’s “beneficial
ownership” of Shares as of the end of the most recently completed fiscal year. Dollar amount ranges disclosed are established
by the SEC. “Beneficial ownership” is determined in accordance with Rule 16a-1(a)(2) under the 1934 Act. As of the
date of this SAI, the Fund had not yet commenced operations and no Shares were owned by the portfolio managers.

 

Portfolio
Manager Compensation.
Mr. Venuto is compensated by the Adviser with a base salary and a profit sharing plan. Mr. Venuto is
an equity owner of the Adviser and therefore benefits indirectly from the revenue generated from the Fund’s Advisory Agreement
with the Adviser. Mr. Ragauss is compensated by the Adviser with a fixed salary and discretionary bonus based on the financial
performance and profitability of the Adviser and not based on the performance of the Fund.

 

Description
of Material Conflicts of Interest.
The portfolio managers’ management of “other accounts” may give
rise to potential conflicts of interest in connection with their management of the Fund’s investments, on the one hand,
and the investments of the other accounts, on the other. The other accounts may have similar investment objectives or strategies
as the Fund. A potential conflict of interest may arise as a result, whereby a portfolio manager could favor one account over
another. Another potential conflict could include a portfolio manager’s knowledge about the size, timing, and possible market
impact of Fund trades, whereby a portfolio manager could use this information to the advantage of other accounts and to the disadvantage
of the Fund. For instance, the portfolio managers may receive fees from certain accounts that are higher than the fees received
from the Fund, or receive a performance-based fee on certain accounts. In those instances, a portfolio manager has an incentive
to favor the higher and/or performance-based fee accounts over the Fund. To mitigate these conflicts, the Adviser has established
policies and procedures to ensure that the purchase and sale of securities among all accounts the firms manage are fairly and
equitably allocated.

 

THE
DISTRIBUTOR

 

The
Trust and Foreside Fund Services, LLC (the “Distributor”) are parties to a distribution agreement (“Distribution
Agreement”), whereby the Distributor acts as principal underwriter for the Fund and distributes Shares on a best efforts
basis. Shares are continuously offered for sale by the Distributor only in Creation Units. The Distributor will not distribute
Shares in amounts less than a Creation Unit and does not maintain a secondary market in Shares. The principal business address
of the Distributor is Three Canal Plaza, Suite 100, Portland, Maine 04101.

 

Under
the Distribution Agreement, the Distributor, as agent for the Trust, will review orders for the purchase and redemption of Creation
Units, provided that any subscriptions and orders will not be binding on the Trust until accepted by the Trust. The Distributor
is a broker-dealer registered under the 1934 Act and a member of FINRA.

 

The
Distributor may also enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases
of Creation Units of Shares. Such Soliciting Dealers may also be Authorized Participants (as discussed in “Procedures for
Purchase of Creation Units” below) or DTC participants (as defined below).

 

 

The
Distribution Agreement will continue for two years from its effective date and is renewable annually thereafter. The continuance
of the Distribution Agreement must be specifically approved at least annually (1) by the vote of the Trustees or by a vote of
the shareholders of the Fund and (2) by the vote of a majority of the Independent Trustees who have no direct or indirect financial
interest in the operations of the Distribution Agreement or any related agreement, cast in person (or in another manner permitted
by the 1940 Act or pursuant to exemptive relief therefrom) at a meeting called for the purpose of voting on such approval. The
Distribution Agreement is terminable without penalty by the Trust on 60 days’ written notice when authorized either by majority
vote of its outstanding voting Shares or by a vote of a majority of its Board (including a majority of the Independent Trustees),
or by the Distributor on 60 days’ written notice, and will automatically terminate in the event of its assignment. The Distribution
Agreement provides that, in the absence of willful misfeasance, bad faith, or gross negligence on the part of the Distributor,
or reckless disregard by it of its obligations thereunder, the Distributor shall not be liable for any action or failure to act
in accordance with its duties thereunder.

 

The
Fund is new and has not incurred any underwriting commissions and the Distributor has not retained any amounts as of the date
of this SAI.

 

Intermediary
Compensation.
The Adviser, or its affiliates, out of their own resources and not out of Fund assets (i.e., without
additional cost to the Fund or its shareholders), may pay certain broker dealers, banks, and other financial intermediaries (“Intermediaries”)
for certain activities related to the Fund, including participation in activities that are designed to make Intermediaries more
knowledgeable about exchange traded products, including the Fund, or for other activities, such as marketing and educational training
or support. These arrangements are not financed by the Fund and, thus, do not result in increased Fund expenses. They are not
reflected in the fees and expenses listed in the fees and expenses sections of the Fund’s Prospectus and they do not change
the price paid by investors for the purchase of Shares or the amount received by a shareholder as proceeds from the redemption
of Shares.

 

Such
compensation may be paid to Intermediaries that provide services to the Fund, including marketing and education support (such
as through conferences, webinars, and printed communications). The Adviser will periodically assess the advisability of continuing
to make these payments. Payments to an Intermediary may be significant to the Intermediary, and amounts that Intermediaries pay
to your adviser, broker, or other investment professional, if any, may also be significant to such adviser, broker, or investment
professional. Because an Intermediary may make decisions about what investment options it will make available or recommend, and
what services to provide in connection with various products, based on payments it receives or is eligible to receive, such payments
create conflicts of interest between the Intermediary and its clients. For example, these financial incentives may cause the Intermediary
to recommend the Fund over other investments. The same conflict of interest exists with respect to your financial adviser, broker,
or investment professional if they receive similar payments from their Intermediary firm.

 

Intermediary
information is current only as of the date of this SAI. Please contact your adviser, broker, or other investment professional
for more information regarding any payments their Intermediary firm may receive. Any payments made by the Adviser, or its affiliates
to an Intermediary may create the incentive for an Intermediary to encourage customers to buy Shares.

 

If
you have any additional questions, please call 800-886-4107.

 

Distribution
(Rule 12b-1) Plan.
The Trust has adopted a Distribution (Rule 12b-1) Plan (the “Plan”) in accordance with the
provisions of Rule 12b-1 under the 1940 Act. No payments pursuant to the Plan are expected to be made during the twelve (12) month
period from the date of this SAI. Rule 12b-1 fees to be paid by the Fund under the Plan may only be imposed after approval by
the Board.

 

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 have no direct or indirect financial interest in the Plan or
in any agreements related to the Plan (“Disinterested Trustees”). The Plan may be continued from year-to-year only
if the Board, including a majority of the Disinterested Trustees, concludes at least annually that continuation of the Plan is
likely to benefit shareholders. The Board has determined that the Plan is likely to benefit the Fund by providing an incentive
for brokers, dealers, and other financial intermediaries to engage in sales and marketing efforts on behalf of the Fund and to
provide enhanced services to shareholders. The Board also determined that the Plan may enhance the Fund’s ability to sell
shares and access important distribution channels.

 

 

The
Plan requires that quarterly written reports of amounts spent under the Plan and the purposes of such expenditures be furnished
to and reviewed by the Trustees. The Plan may not be amended to increase materially the amount that may be spent thereunder without
approval by a majority of the outstanding Shares. All material amendments of the Plan will require approval by a majority of the
Trustees of the Trust and of the Disinterested Trustees.

 

The
Plan provides that the Fund pays the Distributor an annual fee of up to a maximum of 0.25% of the average daily net assets of
the Shares. Under the Plan, the Distributor may make payments pursuant to written agreements to financial institutions and intermediaries
such as banks, savings and loan associations, and insurance companies including, without limit, investment counselors, broker-dealers,
and the Distributor’s affiliates and subsidiaries (collectively, “Agents”) as compensation for services and
reimbursement of expenses incurred in connection with distribution assistance. The Plan is characterized as a compensation plan
since the distribution fee will be paid to the Distributor without regard to the distribution expenses incurred by the Distributor
or the amount of payments made to other financial institutions and intermediaries. The Trust intends to operate the Plan in accordance
with its terms and with FINRA rules concerning sales charges.

 

Under
the Plan, subject to the limitations of applicable law and regulations, the Fund is authorized to compensate the Distributor up
to the maximum amount to finance any activity primarily intended to result in the sale of Creation Units of the Fund or for providing,
or arranging for others to provide, shareholder services and for the maintenance of shareholder accounts. Such activities may
include, but are not limited to: (1) delivering copies of the Fund’s then current reports, prospectuses, notices, and similar
materials, to prospective purchasers of Creation Units; (2) marketing and promotional services, including advertising; (3) paying
the costs of and compensating others, including Authorized Participants with whom the Distributor has entered into written Authorized
Participant Agreements, for performing shareholder servicing on behalf of the Fund; (4) compensating certain Authorized Participants
for providing assistance in distributing the Creation Units of the Fund, including the travel and communication expenses and salaries
and/or commissions of sales personnel in connection with the distribution of the Creation Units of the Fund; (5) payments to financial
institutions and intermediaries such as banks, savings and loan associations, insurance companies, and investment counselors,
broker-dealers, mutual fund supermarkets, and the affiliates and subsidiaries of the Trust’s service providers as compensation
for services or reimbursement of expenses incurred in connection with distribution assistance; (6) facilitating communications
with beneficial owners of Shares, including the cost of providing, or paying others to provide, services to beneficial owners
of Shares, including, but not limited to, assistance in answering inquiries related to Shareholder accounts; and (7) such other
services and obligations as are set forth in the Distribution Agreement.

 

ADMINISTRATOR

 

Tidal
ETF Services LLC (the “Administrator”), a Tidal Financial Group company and an affiliate of the Adviser, serves as
the Fund’s administrator. the Administrator is located at 234 West Florida Street, Suite 203, Milwaukee, Wisconsin 53204.
Pursuant to a Fund Administration Servicing Agreement between the Trust and the Administrator, the Administrator provides the
Trust with, or arranges for, administrative and management services (other than investment advisory services) to be provided to
the Trust and the Board. Pursuant to the Fund Administration Servicing Agreement, officers or employees of the Administrator serve
as the Trust’s principal executive officer and principal financial officer, the Administrator coordinates the payment of
Fund-related expenses, and the Administrator manages the Trust’s relationships with its various service providers. As compensation
for the services it provides, the Administrator receives a fee based on the Fund’s average daily net assets, subject to
a minimum annual fee. The Administrator also is entitled to certain out-of-pocket expenses for the services mentioned above.

 

The
Fund is new and the Administrator has not received any fees for administrative services to the Fund as of the date of this SAI.

 

SUB-ADMINISTRATOR
AND TRANSFER AGENT

 

Global
Fund Services, located at 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the Fund’s sub-administrator and
transfer agent.

 

Pursuant
to a Fund Sub-Administration Servicing Agreement and a Fund Accounting Servicing Agreement between the Trust and Global Fund Services,
Global Fund Services provides the Trust with administrative and management services (other than investment advisory services)
and accounting services, including portfolio accounting services, tax accounting services and furnishing financial reports. In
this capacity, Global Fund Services does not have any responsibility or authority for the management of the Fund, the determination
of investment policy, or for any matter pertaining to the distribution of Shares. As compensation for the administration, accounting
and management services, the Adviser pays Global Fund Services a fee based on the Fund’s average daily net assets, subject
to a minimum annual fee. Global Fund Services also is entitled to certain out-of-pocket expenses for the services mentioned above,
including pricing expenses.

 

 

The
Fund is new and Global Fund Services has not received any fees for sub-administrative services to the Fund as of the date of this
SAI.

 

CUSTODIAN

 

Pursuant
to a Custody Agreement, U.S. Bank National Association (“U.S. Bank”), 1555 North RiverCenter Drive, Milwaukee, Wisconsin
53212, serves as the custodian (the “Custodian”) of the Fund’s assets. U.S. Bank is the parent company of Global
Fund Services. The Custodian holds and administers the assets in the Fund’s portfolio. Pursuant to the Custody Agreement,
the Custodian receives an annual fee from the Adviser based on the Trust’s total average daily net assets, subject to a
minimum annual fee, and certain settlement charges. The Custodian also is entitled to certain out-of-pocket expenses.

 

LEGAL
COUNSEL

 

Godfrey
& Kahn, S.C., located at 833 East Michigan Street, Suite 1800, Milwaukee, Wisconsin 53202, serves as legal counsel for the
Trust and the Independent Trustees.

 

INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

 

Cohen
and Company, Ltd. located at 342 N. Water St., Suite 830, Milwaukee, Wisconsin 53202, serves as the independent registered public
accounting firm for the Fund, providing services which include: (1) auditing the annual financial statements for the Fund; and
(2) the review of the annual federal income tax returns filed on behalf of the Fund.

 

PORTFOLIO
HOLDINGS DISCLOSURE POLICIES AND PROCEDURES

 

The
Board has adopted a policy regarding the disclosure of information about the Fund’s security holdings. The Fund’s
entire portfolio holdings are publicly disseminated each day the Fund is open for business and through financial reporting and
news services including publicly available internet web sites. In addition, the composition of the Deposit Securities is publicly
disseminated daily prior to the opening of the Exchange via the National Securities Clearing Corporation (“NSCC”).

 

DESCRIPTION
OF SHARES

 

The
Declaration of Trust authorizes the issuance of an unlimited number of funds and shares. Each share represents an equal proportionate
interest in the Fund with each other share. Shares are entitled upon liquidation to a pro rata share in the net assets of the
Fund. Shareholders have no preemptive rights. The Declaration of Trust provides that the Trustees may create additional series
or classes of shares. All consideration received by the Trust for shares of any additional funds and all assets in which such
consideration is invested would belong to that fund and would be subject to the liabilities related thereto. Share certificates
representing Shares will not be issued. Shares, when issued, are fully paid and non-assessable.

 

Each
Share has one vote with respect to matters upon which a shareholder vote is required, consistent with the requirements of the
1940 Act and the rules promulgated thereunder. Shares of all funds in the Trust vote together as a single class, except that if
the matter being voted on affects only a particular fund it will be voted on only by that fund and if a matter affects a particular
fund differently from other funds, that fund will vote separately on such matter. As a Delaware statutory trust, the Trust is
not required, and does not intend, to hold annual meetings of shareholders. Approval of shareholders will be sought, however,
for certain changes in the operation of the Trust and for the election of Trustees under certain circumstances. The Trust will
call for a meeting of shareholders to consider the removal of one or more Trustees and other certain matters upon the written
request of shareholders holding at least a majority of the outstanding shares of the Trust entitled to vote at such meeting. In
the event that such a meeting is requested, the Trust will provide appropriate assistance and information to the shareholders
requesting the meeting.

 

Under
the Declaration of Trust, the Trustees have the power to liquidate the Fund without shareholder approval. While the Trustees have
no present intention of exercising this power, they may do so if the Fund fails to reach a viable size within a reasonable amount
of time or for such other reasons as may be determined by the Board.

 

 

LIMITATION
OF TRUSTEES’ LIABILITY

 

The
Declaration of Trust provides that a Trustee shall be liable only for his or her own willful misfeasance, bad faith, gross negligence,
or reckless disregard of the duties involved in the conduct of the office of Trustee, and shall not be liable for errors of judgment
or mistakes of fact or law. The Declaration of Trust also provides that the Trust shall indemnify each person who is, or has been,
a Trustee, officer, employee, or agent of the Trust, and, upon due approval of the Trustees, any person who is serving or has
served at the Trust’s request as a director, officer, partner, trustee, employee, agent, or fiduciary of another organization
with respect to any alleged acts or omissions while acting within the scope of Trustee’s service in such a position. However,
nothing in the Declaration of Trust shall protect or indemnify a Trustee against any liability for a Trustee’s willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the office of Trustee. Nothing contained
in this section attempts to disclaim a Trustee’s individual liability in any manner inconsistent with the federal securities
laws.

 

BROKERAGE
TRANSACTIONS

 

The
policy of the Trust regarding purchases and sales of securities for the Fund is that primary consideration will be given to obtaining
the most favorable prices and efficient executions of transactions. Consistent with this policy, when securities transactions
are effected on a stock exchange, the Trust’s policy is to pay commissions which are considered fair and reasonable without
necessarily determining that the lowest possible commissions are paid in all circumstances. The Trust believes that a requirement
always to seek the lowest possible commission cost could impede effective portfolio management and preclude the Fund and the Adviser
from obtaining a high quality of brokerage and research services. In seeking to determine the reasonableness of brokerage commissions
paid in any transaction, the Adviser will rely upon its experience and knowledge regarding commissions generally charged by various
brokers and on its judgment in evaluating the brokerage services received from the broker effecting the transaction. Such determinations
are necessarily subjective and imprecise, as in most cases, an exact dollar value for those services is not ascertainable. The
Trust has adopted policies and procedures that prohibit the consideration of sales of Shares as a factor in the selection of a
broker or dealer to execute its portfolio transactions.

 

The
Adviser owes a fiduciary duty to its clients to seek to provide best execution on trades effected. In selecting a broker/ dealer
for each specific transaction, the Adviser chooses the broker/dealer deemed most capable of providing the services necessary to
obtain the most favorable execution. “Best execution” is generally understood to mean the most favorable cost or net
proceeds reasonably obtainable under the circumstances. The full range of brokerage services applicable to a particular transaction
may be considered when making this judgment, which may include, but is not limited to liquidity, price, commission, timing, aggregated
trades, capable floor brokers or traders, competent block trading coverage, ability to position, capital strength and stability,
reliable and accurate communications and settlement processing, use of automation, knowledge of other buyers or sellers, arbitrage
skills, administrative ability, underwriting, and provision of information on a particular security or market in which the transaction
is to occur. The specific criteria will vary depending upon the nature of the transaction, the market in which it is executed,
and the extent to which it is possible to select from among multiple broker/ dealers. The Adviser will also use electronic crossing
networks (“ECNs”) when appropriate.

 

Subject
to the foregoing policies, brokers or dealers selected to execute the Fund’s portfolio transactions may include the Fund’s
Authorized Participants (as discussed in “Purchase and Redemption of Shares in Creation Units — Procedures for Purchase
of Creation Units” below) or their affiliates. An Authorized Participant or its affiliates may be selected to execute the
Fund’s portfolio transactions in conjunction with an all-cash Creation Unit order or an order including “cash-in-lieu”
(as described below under “Purchase and Redemption of Shares in Creation Units”), so long as such selection is in
keeping with the foregoing policies. As described below under “Purchase and Redemption of Shares in Creation Units —
Creation Transaction Fee” and “ — Redemption Transaction Fee”, the Fund may determine to not charge a
variable fee on certain orders when the Adviser has determined that doing so is in the best interests of Fund shareholders, even
if the decision to not charge a variable fee could be viewed as benefiting the Authorized Participant or its affiliate selected
to execute the Fund’s portfolio transactions in connection with such orders.

 

The
Adviser may use the Fund’s assets for, or participate in, third-party soft dollar arrangements, in addition to receiving
proprietary research from various full-service brokers, the cost of which is bundled with the cost of the broker’s execution
services. The Adviser does not “pay up” for the value of any such proprietary research. Section 28(e) of the 1934
Act permits the Adviser, under certain circumstances, to cause the Fund to pay a broker or dealer a commission for effecting a
transaction in excess of the amount of commission another broker or dealer would have charged for effecting the transaction in
recognition of the value of brokerage and research services provided by the broker or dealer. The Adviser may receive a variety
of research services and information on many topics, which it can use in connection with its management responsibilities with
respect to the various accounts over which it exercises investment discretion or otherwise provides investment advice. The research
services may include qualifying order management systems, portfolio attribution and monitoring services, and computer software
and access charges which are directly related to investment research.

 

 

Accordingly,
the Fund may pay a broker commission higher than the lowest available in recognition of the broker’s provision of such services
to the Adviser but only if the Adviser determines the total commission (including the soft dollar benefit) is comparable to the
best commission rate that could be expected to be received from other brokers. The amount of soft dollar benefits received depends
on the amount of brokerage transactions effected with the brokers. A conflict of interest exists because there is an incentive
to (1) cause clients to pay a higher commission than the firm might otherwise be able to negotiate, (2) cause clients to engage
in more securities transactions than would otherwise be optimal, and (3) only recommend brokers that provide soft dollar benefits.

 

The
Adviser faces a potential conflict of interest when it uses client trades to obtain brokerage or research services. This conflict
exists because the Adviser can use the brokerage or research services to manage client accounts without paying cash for such services,
which reduces the Adviser’s expenses to the extent that the Adviser would have purchased such products had they not been
provided by brokers. Section 28(e) permits the Adviser to use brokerage or research services for the benefit of any account it
manages. Certain accounts managed by the Adviser may generate soft dollars used to purchase brokerage or research services that
ultimately benefit other accounts managed by the Adviser effectively cross subsidizing the other accounts managed by the Adviser
that benefit directly from the product. The Adviser may not necessarily use all of the brokerage or research services in connection
with managing the Fund whose trades generated the soft dollars used to purchase such products.

 

The
Adviser is responsible, subject to oversight by the Board, for placing orders on behalf of the Fund for the purchase or sale of
portfolio securities. If purchases or sales of portfolio securities of the Fund and one or more other investment companies or
clients supervised by the Adviser are considered at or about the same time, transactions in such securities are allocated among
the several investment companies and clients in a manner deemed equitable and consistent with its fiduciary obligations to all
by the Adviser. In some cases, this procedure could have a detrimental effect on the price or volume of the security so far as
the Fund is concerned. However, in other cases, it is possible that the ability to participate in volume transactions and to negotiate
lower brokerage commissions will be beneficial to the Fund. The primary consideration is prompt execution of orders at the most
favorable net price.

 

The
Fund may deal with affiliates in principal transactions to the extent permitted by exemptive order or applicable rule or regulation.

 

The
Fund is new and has not paid any brokerage commissions as of the date of this SAI.

 

Brokerage
with Fund Affiliates
. The Fund may execute brokerage or other agency transactions through registered broker-dealer affiliates
of the Adviser for a commission in conformity with the 1940 Act, the 1934 Act and rules promulgated by the SEC. These rules require
that commissions paid to the affiliate by the Fund for exchange transactions not exceed “usual and customary” brokerage
commissions. The rules define “usual and customary” commissions to include amounts which are “reasonable and
fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a securities exchange during a comparable period of time.”
The Trustees, including those who are not “interested persons” of the Fund, have adopted procedures for evaluating
the reasonableness of commissions paid to affiliates and review these procedures periodically.

 

The
Fund is new and has not paid brokerage commissions to any registered broker-dealer affiliates of the Fund or the Adviser as of
the date of this SAI.

 

Securities
of “Regular Broker-Dealers.”
The Fund is required to identify any securities of its “regular brokers and
dealers” (as such term is defined in the 1940 Act) that it may hold at the close of its most recent fiscal year. “Regular
brokers or dealers” of the Fund are the ten brokers or dealers that, during the most recent fiscal year: (i) received the
greatest dollar amounts of brokerage commissions from the Fund’s portfolio transactions; (ii) engaged as principal in the
largest dollar amounts of portfolio transactions of the Fund; or (iii) sold the largest dollar amounts of Shares.

 

 

The
Fund is required to identify the securities of their “regular brokers or dealers” that the Fund has acquired during
its most recent fiscal year. The Fund is new and did not own equity securities of its regular broker-dealers or their parent companies
as of the date of this SAI.

 

Directed
Brokerage

 

The
Fund is new and has not paid any commissions on brokerage transactions directed to brokers pursuant to an agreement or understanding
whereby the broker provides research or other brokerage services to the Adviser.

 

PORTFOLIO
TURNOVER RATE

 

A
portfolio turnover rate is, in summary, the percentage computed by dividing the lesser of the Fund’s purchases or sales
of securities (excluding short-term securities and securities transferred in-kind) by the average market value of the Fund. A
rate of 100% indicates that the equivalent of all of the Fund’s assets have been sold and reinvested in a year. High portfolio
turnover may affect the amount, timing and character of distributions, and, as a result, may increase the amount of taxes payable
by shareholders. Higher portfolio turnover also results in higher transaction costs. To the extent that net short-term capital
gains are realized by the Fund, any distributions resulting from such gains are considered ordinary income for federal income
tax purposes.

 

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

 

BOOK
ENTRY ONLY SYSTEM

 

The
Depository Trust Company (“DTC”) acts as securities depositary for Shares. Shares are represented by securities registered
in the name of DTC or its nominee, Cede & Co., and deposited with, or on behalf of, DTC. Except in limited circumstances set
forth below, certificates will not be issued for Shares.

 

DTC
is a limited-purpose trust company that was created to hold securities of its participants (the “DTC Participants”)
and to facilitate the clearance and settlement of securities transactions among the DTC Participants in such securities through
electronic book-entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of securities
certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations, some of whom (and/or their representatives) own DTC. More specifically, DTC is owned by a number of its DTC
Participants and by the New York Stock Exchange (“NYSE”) and FINRA. Access to the DTC system is also available to
others such as banks, brokers, dealers, and trust companies that clear through or maintain a custodial relationship with a DTC
Participant, either directly or indirectly (the “Indirect Participants”).

 

Beneficial
ownership of Shares is limited to DTC Participants, Indirect Participants, and persons holding interests through DTC Participants
and Indirect Participants. Ownership of beneficial interests in Shares (owners of such beneficial interests are referred to in
this SAI as “Beneficial Owners”) is shown on, and the transfer of ownership is effected only through, records maintained
by DTC (with respect to DTC Participants) and on the records of DTC Participants (with respect to Indirect Participants and Beneficial
Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC Participant a written confirmation
relating to their purchase of Shares. The Trust recognizes DTC or its nominee as the record owner of all Shares for all purposes.
Beneficial Owners of Shares are not entitled to have Shares registered in their names, and will not receive or be entitled to
physical delivery of Share certificates. Each Beneficial Owner must rely on the procedures of DTC and any DTC Participant and/or
Indirect Participant through which such Beneficial Owner holds its interests, to exercise any rights of a holder of Shares.

 

Conveyance
of all notices, statements, and other communications to Beneficial Owners is effected as follows. DTC will make available to the
Trust upon request and for a fee a listing of Shares held by each DTC Participant. The Trust shall obtain from each such DTC Participant
the number of Beneficial Owners holding Shares, directly or indirectly, through such DTC Participant. The Trust shall provide
each such DTC Participant with copies of such notice, statement, or other communication, in such form, number and at such place
as such DTC Participant may reasonably request, in order that such notice, statement or communication may be transmitted by such
DTC Participant, directly or indirectly, to such Beneficial Owners. In addition, the Trust shall pay to each such DTC Participant
a fair and reasonable amount as reimbursement for the expenses attendant to such transmittal, all subject to applicable statutory
and regulatory requirements.

 

 

Share
distributions shall be made to DTC or its nominee, Cede & Co., as the registered holder of all Shares. DTC or its nominee,
upon receipt of any such distributions, shall credit immediately DTC Participants’ accounts with payments in amounts proportionate
to their respective beneficial interests in the Fund as shown on the records of DTC or its nominee. Payments by DTC Participants
to Indirect Participants and Beneficial Owners of Shares held through such DTC Participants will be governed by standing instructions
and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in
“street name,” and will be the responsibility of such DTC Participants.

 

The
Trust has no responsibility or liability for any aspect of the records relating to or notices to Beneficial Owners, or payments
made on account of beneficial ownership interests in Shares, or for maintaining, supervising, or reviewing any records relating
to such beneficial ownership interests, or for any other aspect of the relationship between DTC and the DTC Participants or the
relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning through such DTC Participants.

 

DTC
may determine to discontinue providing its service with respect to the Fund at any time by giving reasonable notice to the Fund
and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Fund shall act either
to find a replacement for DTC to perform its functions at a comparable cost or, if such replacement is unavailable, to issue and
deliver printed certificates representing ownership of Shares, unless the Trust makes other arrangements with respect thereto
satisfactory to the Exchange.

 

PURCHASE
AND REDEMPTION OF SHARES IN CREATION UNITS

 

The
Trust issues and redeems Shares only in Creation Units on a continuous basis through the Transfer Agent, without a sales load
(but subject to transaction fees, if applicable), at their NAV per share next determined after receipt of an order, on any Business
Day, in proper form pursuant to the terms of the Authorized Participant Agreement (“Participant Agreement”). The NAV
of Shares is calculated each Business Day as of the scheduled close of regular trading on the NYSE, generally 4:00 p.m., Eastern
Time. The Fund will not issue fractional Creation Units. A “Business Day” is any day on which the NYSE is open for
business.

 

Fund
Deposit
. The consideration for purchase of a Creation Unit of the Fund generally consists of the in-kind deposit of a designated
portfolio of securities (the “Deposit Securities”) per each Creation Unit and the Cash Component (defined below),
computed as described below. Notwithstanding the foregoing, the Trust reserves the right to permit or require the substitution
of a “cash in lieu” amount (“Deposit Cash”) to be added to the Cash Component to replace any Deposit Security.
When accepting purchases of Creation Units for all or a portion of Deposit Cash, the Fund may incur additional costs associated
with the acquisition of Deposit Securities that would otherwise be provided by an in-kind purchaser.

 

Together,
the Deposit Securities or Deposit Cash, as applicable, and the Cash Component constitute the “Fund Deposit,” which
represents the minimum initial and subsequent investment amount for a Creation Unit of the Fund. The “Cash Component”
is an amount equal to the difference between the NAV of Shares (per Creation Unit) and the value of the Deposit Securities or
Deposit Cash, as applicable. If the Cash Component is a positive number (i.e., the NAV per Creation Unit exceeds the value
of the Deposit Securities or Deposit Cash, as applicable), the Cash Component shall be such positive amount. If the Cash Component
is a negative number (i.e., the NAV per Creation Unit is less than the value of the Deposit Securities or Deposit Cash,
as applicable), the Cash Component shall be such negative amount and the creator will be entitled to receive cash in an amount
equal to the Cash Component. The Cash Component serves the function of compensating for any differences between the NAV per Creation
Unit and the value of the Deposit Securities or Deposit Cash, as applicable. Computation of the Cash Component excludes any stamp
duty or other similar fees and expenses payable upon transfer of beneficial ownership of the Deposit Securities, if applicable,
which shall be the sole responsibility of the Authorized Participant (as defined below).

 

The
Fund, through NSCC, makes available on each Business Day, prior to the opening of business on the Exchange (currently 9:30 a.m.,
Eastern Time), the list of the names and the required number of Shares of each Deposit Security or the required amount of Deposit
Cash, as applicable, to be included in the current Fund Deposit (based on information at the end of the previous Business Day)
for the Fund. Such Fund Deposit is subject to any applicable adjustments as described below, to effect purchases of Creation Units
of the Fund until such time as the next-announced composition of the Deposit Securities or the required amount of Deposit Cash,
as applicable, is made available.

 

 

The
identity and number of Shares of the Deposit Securities or the amount of Deposit Cash, as applicable, required for the Fund Deposit
for the Fund may change from time to time.

 

Procedures
for Purchase of Creation Units
. To be eligible to place orders with the Transfer Agent to purchase a Creation Unit of the
Fund, an entity must be (i) a “Participating Party” (i.e., a broker-dealer or other participant in the clearing
process through the Continuous Net Settlement System of the NSCC (the “Clearing Process”)), a clearing agency that
is registered with the SEC; or (ii) a DTC Participant (see “Book Entry Only System”). In addition, each Participating
Party or DTC Participant (each, an “Authorized Participant”) must execute a Participant Agreement with respect to
purchases and redemptions of Creation Units. Each Authorized Participant will agree, pursuant to the terms of a Participant Agreement,
on behalf of itself or any investor on whose behalf it will act, to certain conditions, including that it will pay to the Trust,
an amount of cash sufficient to pay the Cash Component together with the creation transaction fee (described below), if applicable,
and any other applicable fees and taxes.

 

All
orders to purchase Shares directly from the Fund must be placed for one or more Creation Units and in the manner and by the time
set forth in the Participant Agreement and/or applicable order form. The order cut-off time for orders to purchase Creation Units
is expected to be 4:00 p.m. Eastern time, which time may be modified by the Fund from time-to-time by amendment to the Participant
Agreement and/or applicable order form. The date on which an order to purchase Creation Units (or an order to redeem Creation
Units, as set forth below) is received and accepted is referred to as the “Order Placement Date.”

 

An
Authorized Participant may require an investor to make certain representations or enter into agreements with respect to the order
(e.g., to provide for payments of cash, when required). Investors should be aware that their particular broker may not
have executed a Participant Agreement and that, therefore, orders to purchase Shares directly from the Fund in Creation Units
must be placed by the investor’s broker through an Authorized Participant that has executed a Participant Agreement. In
such cases there may be additional charges to such investor. At any given time, there may be only a limited number of broker-dealers
that have executed a Participant Agreement and only a small number of such Authorized Participants may have international capabilities.

 

On
days when the Exchange closes earlier than normal, the Fund may require orders to create Creation Units to be placed earlier in
the day. In addition, if a market or markets on which the Fund’s investments are primarily traded is closed, the Fund will
also generally not accept orders on such day(s). Orders must be transmitted by an Authorized Participant by telephone or other
transmission method acceptable to the Transfer Agent pursuant to procedures set forth in the Participant Agreement and in accordance
with the applicable order form. On behalf of the Fund, the Transfer Agent will notify the Custodian of such order. The Custodian
will then provide such information to the appropriate local sub-custodian(s). Those placing orders through an Authorized Participant
should allow sufficient time to permit proper submission of the purchase order to the Transfer Agent by the cut-off time on such
Business Day. Economic or market disruptions or changes, or telephone or other communication failure may impede the ability to
reach the Transfer Agent or an Authorized Participant.

 

Fund
Deposits must be delivered by an Authorized Participant through the Federal Reserve System (for cash) or through DTC (for corporate
securities), through a sub-custody agent (for foreign securities) and/or through such other arrangements allowed by the Trust
or its agents. With respect to foreign Deposit Securities, the Custodian shall cause the sub-custodian of the Fund to maintain
an account into which the Authorized Participant shall deliver, on behalf of itself or the party on whose behalf it is acting,
such Deposit Securities (or Deposit Cash for all or a part of such securities, as permitted or required), with any appropriate
adjustments as advised by the Trust. Foreign Deposit Securities must be delivered to an account maintained at the applicable local
sub-custodian. The Fund Deposit transfer must be ordered by the Authorized Participant in a timely fashion to ensure the delivery
of the requisite number of Deposit Securities or Deposit Cash, as applicable, to the account of the Fund or its agents by no later
than 4:00 p.m. Eastern Time (or such other time as specified by the Trust) on the Settlement Date. If the Fund or its agents do
not receive all of the Deposit Securities, or the required Deposit Cash in lieu thereof, by such time, then the order may be deemed
rejected and the Authorized Participant shall be liable to the Fund for losses, if any, resulting therefrom. The “Settlement
Date” for the Fund is generally the second Business Day after the Order Placement Date. All questions as to the number of
Deposit Securities or Deposit Cash to be delivered, as applicable, and the validity, form and eligibility (including time of receipt)
for the deposit of any tendered securities or cash, as applicable, will be determined by the Trust, whose determination shall
be final and binding. The amount of cash represented by the Cash Component must be transferred directly to the Custodian through
the Federal Reserve Bank wire transfer system in a timely manner to be received by the Custodian no later than the Settlement
Date. If the Cash Component and the Deposit Securities or Deposit Cash, as applicable, are not received by the Custodian in a
timely manner by the Settlement Date, the creation order may be cancelled. Upon written notice to the Transfer Agent, such cancelled
order may be resubmitted the following Business Day using the Fund Deposit as newly constituted to reflect the then current NAV
of the Fund.

 

 

The
order shall be deemed to be received on the Business Day on which the order is placed provided that the order is placed in proper
form prior to the applicable cut-off time and the federal funds in the appropriate amount are deposited by 4:00 p.m. Eastern Time,
with the Custodian on the Settlement Date. If the order is not placed in proper form as required, or federal funds in the appropriate
amount are not received by 4:00 p.m. Eastern Time on the Settlement Date, then the order may be deemed to be rejected and the
Authorized Participant shall be liable to the Fund for losses, if any, resulting therefrom. A creation request is in “proper
form” if all procedures set forth in the Participant Agreement, order form and this SAI are properly followed.

 

Issuance
of a Creation Unit.
Except as provided in this SAI, Creation Units will not be issued until the transfer of good title to
the Trust of the Deposit Securities or payment of Deposit Cash, as applicable, and the payment of the Cash Component have been
completed. When the required Deposit Securities (or the cash value thereof) have been delivered to the account of the Custodian
(or sub-custodian, as applicable), the Transfer Agent and the Adviser shall be notified of such delivery, and the Trust will issue
and cause the delivery of the Creation Units. The delivery of Creation Units so created generally will occur no later than the
second Business Day following the day on which the purchase order is deemed received by the Transfer Agent. The Authorized Participant
shall be liable to the Fund for losses, if any, resulting from unsettled orders.

 

Creation
Units may be purchased in advance of receipt by the Trust of all or a portion of the applicable Deposit Securities as described
below. In these circumstances, the initial deposit will have a value greater than the NAV of the Shares on the date the order
is placed in proper form since, in addition to available Deposit Securities, cash must be deposited in an amount equal to the
sum of (1) the Cash Component, plus (2) an additional amount of cash equal to a percentage of the value as set forth in the Participant
Agreement, of the undelivered Deposit Securities (the “Additional Cash Deposit”), which shall be maintained in a separate
non-interest bearing collateral account. The Authorized Participant must deposit with the Custodian the Additional Cash Deposit,
as applicable, by 4:00 p.m. Eastern Time (or such other time as specified by the Trust) on the Settlement Date. If the Fund or
its agents do not receive the Additional Cash Deposit in the appropriate amount, by such time, then the order may be deemed rejected
and the Authorized Participant shall be liable to the Fund for losses, if any, resulting therefrom. An additional amount of cash
shall be required to be deposited with the Trust, pending delivery of the missing Deposit Securities to the extent necessary to
maintain the Additional Cash Deposit with the Trust in an amount at least equal to the applicable percentage, as set forth in
the Participant Agreement, of the daily market value of the missing Deposit Securities. The Participant Agreement will permit
the Trust to buy the missing Deposit Securities at any time. Authorized Participants will be liable to the Trust for the costs
incurred by the Trust in connection with any such purchases. These costs will be deemed to include the amount by which the actual
purchase price of the Deposit Securities exceeds the value of such Deposit Securities on the day the purchase order was deemed
received by the Transfer Agent plus the brokerage and related transaction costs associated with such purchases. The Trust will
return any unused portion of the Additional Cash Deposit once all of the missing Deposit Securities have been properly received
by the Custodian or purchased by the Trust and deposited into the Trust. In addition, a transaction fee, as described below under
“Creation Transaction Fee,” may be charged. The delivery of Creation Units so created generally will occur no later
than the Settlement Date.

 

Acceptance
of Orders of Creation Units
. The Trust reserves the right to reject an order for Creation Units transmitted to it by the Transfer
Agent with respect to the Fund including, without limitation, if (a) the order is not in proper form; (b) the Deposit Securities
or Deposit Cash, as applicable, delivered by the Authorized Participant are not as disseminated through the facilities of the
NSCC for that date by the Custodian; (c) the investor(s), upon obtaining Shares ordered, would own 80% or more of the currently
outstanding Shares; (d) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; (e) the acceptance or
receipt of the order for a Creation Unit would, in the opinion of counsel to the Trust, be unlawful; or (f) in the event that
circumstances outside the control of the Trust, the Custodian, the Transfer Agent and/or the Adviser make it for all practical
purposes not feasible to process orders for Creation Units.

 

 

Examples
of such circumstances include acts of God; or public service or utility problems such as fires, floods, extreme weather conditions
and power outages resulting in telephone, telecopy and computer failures; market conditions or activities causing trading halts;
systems failures involving computer or other information systems affecting the Trust, the Distributor, the Custodian, a sub-custodian,
the Transfer Agent, DTC, NSCC, Federal Reserve System, or any other participant in the creation process and other extraordinary
events. The Transfer Agent shall notify a prospective creator of a Creation Unit and/or the Authorized Participant acting on behalf
of the creator of a Creation Unit of its rejection of the order of such person. The Trust, the Transfer Agent, the Custodian,
any sub-custodian and the Distributor are under no duty, however, to give notification of any defects or irregularities in the
delivery of Fund Deposits nor shall either of them incur any liability for the failure to give any such notification. The Trust,
the Transfer Agent, the Custodian and the Distributor shall not be liable for the rejection of any purchase order for Creation
Units.

 

All
questions as to the number of Shares of each security in the Deposit Securities and the validity, form, eligibility, and acceptance
for deposit of any securities to be delivered shall be determined by the Trust, and the Trust’s determination shall be final
and binding.

 

Notwithstanding
the Trust’s ability to reject an order for creation units, the Trust will only do so in a manner consistent with Rule 6c-11
under the 1940 Act, and SEC guidance relating thereto, including the ability of the Trust to suspend orders only in limited times
and extraordinary circumstances. Additionally, a suspension of creation units by the Trust, on behalf of the Fund, will not impair
the arbitrage mechanism for investors.

 

Creation
Transaction Fee
. A fixed purchase (i.e., creation) transaction fee, payable to the Fund’s Custodian, may be imposed
for the transfer and other transaction costs associated with the purchase of Creation Units (“Creation Order Costs”).
The standard fixed creation transaction fee for the Fund, regardless of the number of Creation Units created in the transaction,
can be found in the table below. The Fund may adjust the standard fixed creation transaction fee from time to time. The fixed
creation fee may be waived on certain orders if the Fund’s Custodian has determined to waive some or all of the Creation
Order Costs associated with the order or another party, such as the Adviser, has agreed to pay such fee.

 

In
addition, a variable fee, payable to the Fund, of up to the maximum percentage listed in the table below of the value of the Creation
Units subject to the transaction may be imposed for cash purchases, non-standard orders, or partial cash purchases of Creation
Units. The variable charge is primarily designed to cover additional costs (e.g., brokerage, taxes) involved with buying the securities
with cash. The Fund may determine to not charge a variable fee on certain orders when the Adviser has determined that doing so
is in the best interests of Fund shareholders.

 

  Fixed
Creation

Transaction Fee
Maximum
Variable

Transaction Fee
 
  $300 2%  

 

Investors
who use the services of a broker or other such intermediary may be charged a fee for such services. Investors are responsible
for the fixed costs of transferring the Fund Securities (defined below) from the Trust to their account or on their order.

 

Risks
of Purchasing Creation Units
. There are certain legal risks unique to investors purchasing Creation Units directly from the
Fund. Because Shares may be issued on an ongoing basis, a “distribution” of Shares could be occurring at any time.
Certain activities that a shareholder performs as a dealer could, depending on the circumstances, result in the shareholder being
deemed a participant in the distribution in a manner that could render the shareholder a statutory underwriter and subject to
the prospectus delivery and liability provisions of the Securities Act. For example, a shareholder could be deemed a statutory
underwriter if it purchases Creation Units from the Fund, breaks them down into the constituent Shares, and sells those Shares
directly to customers, or if a shareholder chooses to couple the creation of a supply of new Shares with an active selling effort
involving solicitation of secondary-market demand for Shares. Whether a person is an underwriter depends upon all of the facts
and circumstances pertaining to that person’s activities, and the examples mentioned here should not be considered a complete
description of all the activities that could cause you to be deemed an underwriter.

 

 

Dealers
who are not “underwriters” but are participating in a distribution (as opposed to engaging in ordinary secondary-market
transactions), and thus dealing with Shares as part of an “unsold allotment” within the meaning of Section 4(a)(3)(C)
of the Securities Act, will be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the
Securities Act.

 

Redemption.
Shares may be redeemed only in Creation Units at their NAV next determined after receipt of a redemption request in proper form
by the Fund through the Transfer Agent and only on a Business Day. EXCEPT UPON LIQUIDATION OF THE FUND, THE FUND WILL NOT REDEEM
SHARES IN AMOUNTS LESS THAN CREATION UNITS. Investors must accumulate enough Shares in the secondary market to constitute a Creation
Unit to have such Shares redeemed by the Fund. There can be no assurance, however, that there will be sufficient liquidity in
the public trading market at any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and other
costs in connection with assembling a sufficient number of Shares to constitute a redeemable Creation Unit.

 

With
respect to the Fund, the Custodian, through the NSCC, makes available prior to the opening of business on the Exchange (currently
9:30 a.m., Eastern Time) on each Business Day, the list of the names and Share quantities of the Fund’s portfolio securities
that will be applicable (subject to possible amendment or correction) to redemption requests received in proper form (as defined
below) on that day (“Fund Securities”). Fund Securities received on redemption may not be identical to Deposit Securities.

 

Redemption
proceeds for a Creation Unit are paid either in-kind or in cash, or combination thereof, as determined by the Trust. With respect
to in-kind redemptions of the Fund, redemption proceeds for a Creation Unit will consist of Fund Securities—as announced
by the Custodian on the Business Day of the request for redemption received in proper form plus cash in an amount equal to the
difference between the NAV of Shares being redeemed, as next determined after a receipt of a request in proper form, and the value
of the Fund Securities (the “Cash Redemption Amount”), less a fixed redemption transaction fee, as applicable, as
set forth below. If the Fund Securities have a value greater than the NAV of Shares, a compensating cash payment equal to the
differential is required to be made by or through an Authorized Participant by the redeeming shareholder. Notwithstanding the
foregoing, at the Trust’s discretion, an Authorized Participant may receive the corresponding cash value of the securities
in lieu of the in-kind securities value representing one or more Fund Securities.

 

Redemption
Transaction Fee.
A fixed redemption transaction fee, payable to the Fund’s Custodian, may be imposed for the transfer
and other transaction costs associated with the redemption of Creation Units (“Redemption Order Costs”). The standard
fixed redemption transaction fee for the Fund, regardless of the number of Creation Units redeemed in the transaction, can be
found in the table below. The Fund may adjust the redemption transaction fee from time to time. The fixed redemption fee may be
waived on certain orders if the Fund’s Custodian has determined to waive some or all of the Redemption Order Costs associated
with the order or another party, such as the Adviser, has agreed to pay such fee.

 

 

In
addition, a variable fee, payable to the Fund, of up to the maximum percentage listed in the table below of the value of the Creation
Units subject to the transaction may be imposed for cash redemptions, non-standard orders, or partial cash redemptions (when cash
redemptions are available) of Creation Units. The variable charge is primarily designed to cover additional costs (e.g., brokerage,
taxes) involved with selling portfolio securities to satisfy a cash redemption. The Fund may determine to not charge a variable
fee on certain orders when the Adviser has determined that doing so is in the best interests of Fund shareholders.

 

  Fixed
Redemption

Transaction Fee
Maximum
Variable

Transaction Fee
 
  $300 2%  

 

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

 

Procedures
for Redemption of Creation Units
. Orders to redeem Creation Units must be submitted in proper form to the Transfer Agent prior
to 4:00 p.m. Eastern Time. A redemption request is considered to be in “proper form” if (1) an Authorized Participant
has transferred or caused to be transferred to the Trust’s Transfer Agent the Creation Unit(s) being redeemed through the
book-entry system of DTC so as to be effective by the time as set forth in the Participant Agreement and (2) a request in form
satisfactory to the Trust is received by the Transfer Agent from the Authorized Participant on behalf of itself or another redeeming
investor within the time periods specified in the Participant Agreement. If the Transfer Agent does not receive the investor’s
Shares through DTC’s facilities by the times and pursuant to the other terms and conditions set forth in the Participant
Agreement, the redemption request shall be rejected.

 

The
Authorized Participant must transmit the request for redemption, in the form required by the Trust, to the Transfer Agent in accordance
with procedures set forth in the Authorized Participant Agreement. Investors should be aware that their particular broker may
not have executed an Authorized Participant Agreement, and that, therefore, requests to redeem Creation Units may have to be placed
by the investor’s broker through an Authorized Participant who has executed an Authorized Participant Agreement. Investors
making a redemption request should be aware that such request must be in the form specified by such Authorized Participant. Investors
making a request to redeem Creation Units should allow sufficient time to permit proper submission of the request by an Authorized
Participant and transfer of the Shares to the Trust’s Transfer Agent; such investors should allow for the additional time
that may be required to effect redemptions through their banks, brokers or other financial intermediaries if such intermediaries
are not Authorized Participants.

 

Additional
Redemption Procedures.
In connection with taking delivery of Shares of Fund Securities upon redemption of Creation Units,
a redeeming shareholder or Authorized Participant acting on behalf of such Shareholder must maintain appropriate custody arrangements
with a qualified broker-dealer, bank, or other custody providers in each jurisdiction in which any of the Fund Securities are
customarily traded, to which account the Fund Securities will be delivered. Deliveries of redemption proceeds will generally be
made within two Business Days of the trade date.

 

The
Trust may in its discretion exercise its option to cause the Fund to redeem such Shares in cash, and the redeeming investor will be required
to receive its redemption proceeds in cash. In addition, an investor may request a redemption in cash that the Fund may, in its sole
discretion, permit. In either case, the investor will receive a cash payment equal to the NAV of its Shares based on the NAV of Shares
next determined after the redemption request is received in proper form (minus a redemption transaction fee, if applicable, and additional
charge for requested cash redemptions specified above, to offset the Trust’s brokerage and other transaction costs associated with
the disposition of Fund Securities). The Fund may also, in its sole discretion, upon request of a shareholder, provide such redeemer
a portfolio of securities that differs from the exact composition of the Fund Securities but does not differ in NAV.

 

Redemptions
of Shares for Fund Securities will be subject to compliance with applicable federal and state securities laws and the Fund (whether
or not it otherwise permits cash redemptions) reserves the right to redeem Creation Units for cash to the extent that the Trust
could not lawfully deliver specific Fund Securities upon redemptions or could not do so without first registering the Fund Securities
under such laws. An Authorized Participant or an investor for which it is acting subject to a legal restriction with respect to
a particular security included in the Fund Securities applicable to the redemption of Creation Units may be paid an equivalent
amount of cash. The Authorized Participant may request the redeeming investor of the Shares to complete an order form or to enter
into agreements with respect to such matters as compensating cash payment. Further, an Authorized Participant that is not a “qualified
institutional buyer,” (“QIB”) as such term is defined under Rule 144A of the Securities Act, will not be able
to receive Fund Securities that are restricted securities eligible for resale under Rule 144A. An Authorized Participant may be
required by the Trust to provide a written confirmation with respect to QIB status to receive Fund Securities.

 

 

The
right of redemption may be suspended or the date of payment postponed with respect to the Fund (1) for any period during which
the Exchange is closed (other than customary weekend and holiday closings); (2) for any period during which trading on the Exchange
is suspended or restricted; (3) for any period during which an emergency exists as a result of which disposal of the Shares or
determination of the NAV of the Shares is not reasonably practicable; or (4) in such other circumstance as is permitted by the
SEC.

 

DETERMINATION
OF NAV

 

NAV
per Share for the Fund is computed by dividing the value of the net assets of the Fund (i.e., the value of its total assets
less total liabilities) by the total number of Shares outstanding, rounded to the nearest cent. Expenses and fees, including the
management fees, are accrued daily and taken into account for purposes of determining NAV. The NAV of the Fund is calculated by
Global Fund Services and determined at the scheduled close of the regular trading session on the NYSE (ordinarily 4:00 p.m., Eastern
Time) on each day that the NYSE is open, provided that fixed-income assets may be valued as of the announced closing time for
trading in fixed-income instruments on any day that the Securities Industry and Financial Markets Association (“SIFMA”)
announces an early closing time.

 

In
calculating the Fund’s NAV per Share, the Fund’s investments are generally valued using market valuations. A market
valuation generally means a valuation (i) obtained from an exchange, a pricing service, or a major market maker (or dealer), (ii)
based on a price quotation or other equivalent indication of value supplied by an exchange, a pricing service, or a major market
maker (or dealer) or (iii) based on amortized cost. In the case of shares of other funds that are not traded on an exchange, a
market valuation means such fund’s published NAV per share. The Fund may use various pricing services, or discontinue the
use of any pricing service, as approved by the Board from time to time. A price obtained from a pricing service based on such
pricing service’s valuation matrix may be considered a market valuation. Any assets or liabilities denominated in currencies
other than the U.S. dollar are converted into U.S. dollars at the current market rates on the date of valuation as quoted by one
or more sources.

 

When
market prices are not “readily available” or are deemed to be unreliable, consistent with Rule 2a-5 under the 1940
Act, the Trust and the Adviser have adopted procedures and methodologies wherein the Adviser, serving as the Fund’s Valuation
Designee (as defined in Rule 2a-5), determines the fair value of Fund investments.

 

DIVIDENDS
AND DISTRIBUTIONS

 

The
following information supplements and should be read in conjunction with the section in the Prospectus entitled “Dividends,
Distributions, and Taxes.”

 

General
Policies
. The Fund intends to pay out dividends and interest income, if any, annually, and distribute any net realized capital
gains to its shareholders at least annually. The Fund will declare and pay income and capital gains distributions, if any, in
cash. The Fund may make distributions on a more frequent basis to comply with the distribution requirements of the Code, in all
events in a manner consistent with the provisions of the 1940 Act.

 

 

Dividends
and other distributions on Shares are distributed, as described below, on a pro rata basis to Beneficial Owners of such Shares.
Dividend payments are made through DTC Participants and Indirect Participants to Beneficial Owners then of record with proceeds
received from the Trust.

 

The
Fund makes additional distributions to the extent necessary (1) to distribute the entire annual taxable income of the Fund, plus
any net capital gains and (2) to avoid imposition of the excise tax imposed by Section 4982 of the Code. Management of the Trust
reserves the right to declare special dividends if, in its reasonable discretion, such action is necessary or advisable to preserve
the Fund’s eligibility for treatment as a regulated investment company (“RIC”) or to avoid imposition of income
or excise taxes on undistributed income at the Fund level.

 

Dividend
Reinvestment Service.
The Trust will not make the DTC book-entry dividend reinvestment service available for use by Beneficial
Owners for reinvestment of their cash proceeds, but certain individual broker-dealers may make available the DTC book-entry Dividend
Reinvestment Service for use by Beneficial Owners of the Fund through DTC Participants for reinvestment of their dividend distributions.
Investors should contact their brokers to ascertain the availability and description of these services. Beneficial Owners should
be aware that each broker may require investors to adhere to specific procedures and timetables to participate in the dividend
reinvestment service and investors should ascertain from their brokers such necessary details. If this service is available and
used, dividend distributions of both income and realized gains will be automatically reinvested in additional whole Shares issued
by the Trust of the Fund at NAV per Share. Distributions reinvested in additional Shares will nevertheless be taxable to Beneficial
Owners acquiring such additional Shares to the same extent as if such distributions had been received in cash.

 

FEDERAL
INCOME TAXES

 

The
following is only a summary of certain U.S. federal income tax considerations generally affecting the Fund and its shareholders
that supplements the discussion in the Prospectus. No attempt is made to present a comprehensive explanation of the federal, state,
local or foreign tax treatment of the Fund or its shareholders, and the discussion here and in the Prospectus is not intended
to be a substitute for careful tax planning.

 

The
following general discussion of certain U.S. federal income tax consequences is based on provisions of the Code and the regulations
issued thereunder as in effect on the date of this SAI. New legislation, as well as administrative changes or court decisions,
may significantly change the conclusions expressed herein, and may have a retroactive effect with respect to the transactions
contemplated herein.

 

Shareholders
are urged to consult their own tax advisers regarding the application of the provisions of tax law described in this SAI in light
of the particular tax situations of the shareholders and regarding specific questions as to federal, state, local, or foreign
taxes.

 

Taxation
of the Fund.
The Fund will elect and intends to qualify each year to be treated as a RIC under the Code. As such, the Fund
should not be subject to federal income taxes on its net investment income and capital gains, if any, to the extent that it timely
distributes such income and capital gains to its shareholders. Generally, to be taxed as a RIC, the Fund must distribute in each
taxable year at least 90% of its “investment company taxable income” for the taxable year, which includes, among other
items, dividends, interest, net short-term capital gain and net foreign currency gain, less expenses, as well as 90% of its net
tax-exempt interest income, if any (the “Distribution Requirement”) and also must meet several additional requirements.
Among these requirements are the following: (1) at least 90% of the Fund’s gross income each taxable year must be derived
from dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock,
securities or foreign currencies, or other income derived with respect to its business of investing in such stock, securities
or foreign currencies, and net income derived from interests in qualified publicly traded partnerships (the “Qualifying
Income Requirement”); and (2) at the end of each quarter of the Fund’s taxable year, the Fund’s assets must
be diversified so that (a) at least 50% of the value of the Fund’s total assets is represented by cash and cash items, U.S.
government securities, securities of other RICs, and other securities, with such other securities limited, in respect to any one
issuer, to an amount not greater in value than 5% of the value of the Fund’s total assets and to not more than 10% of the
outstanding voting securities of such issuer, and (b) not more than 25% of the value of its total assets is invested in the securities
(other than U.S. government securities or securities of other RICs) of any one issuer, the securities (other than securities of
other RICs) of two or more issuers which the Fund controls and which are engaged in the same, similar, or related trades or businesses,
or the securities of one or more qualified publicly traded partnerships (the “Diversification Requirement”).

 

 

To
the extent the Fund makes investments that may generate income that is not qualifying income, including certain derivatives, the
Fund will seek to restrict the resulting income from such investments so that the Fund’s non-qualifying income does not
exceed 10% of its gross income.

 

Although
the Fund intends to distribute substantially all of its net investment income and may distribute its capital gains for any taxable
year, the Fund will be subject to federal income taxation to the extent any such income or gains are not distributed. The Fund
is generally treated as a separate corporation for federal income tax purposes. The Fund therefore is considered to be a separate
entity in determining its treatment under the rules for RICs described herein. The requirements (other than certain organizational
requirements) for qualifying RIC status are determined at the Fund level rather than at the Trust level.

 

If
the Fund fails to satisfy the Qualifying Income Requirement or the Diversification Requirement in any taxable year, the Fund may
be eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is
paid with respect to each failure to satisfy the applicable requirements. Additionally, relief is provided for certain de minimis
failures of the Diversification Requirement where the Fund corrects the failure within a specified period of time. To be eligible
for the relief provisions with respect to a failure to meet the Diversification Requirement, the Fund may be required to dispose
of certain assets. If these relief provisions were not available to the Fund and it were to fail to qualify for treatment as a
RIC for a taxable year, all of its taxable income would be subject to tax at regular corporate rates without any deduction for
distributions to shareholders, and its distributions (including capital gains distributions) generally would be taxable to the
shareholders of the Fund as ordinary income dividends, subject to the dividends received deduction for corporate shareholders
and the lower tax rates on qualified dividend income received by noncorporate shareholders, subject to certain limitations. To
requalify for treatment as a RIC in a subsequent taxable year, the Fund would be required to satisfy the RIC qualification requirements
for that year and to distribute any earnings and profits from any year in which the Fund failed to qualify for tax treatment as
a RIC. If the Fund failed to qualify as a RIC for a period greater than two taxable years, it would generally be required to pay
a fund-level tax on certain net built in gains recognized with respect to certain of its assets upon disposition of such assets
within five years of qualifying as a RIC in a subsequent year. The Board reserves the right not to maintain the qualification
of the Fund for treatment as a RIC if it determines such course of action to be beneficial to shareholders. If the Fund determines
that it will not qualify as a RIC, the Fund will establish procedures to reflect the anticipated tax liability in the Fund’s
NAV.

 

The
Fund may elect to treat part or all of any “qualified late year loss” as if it had been incurred in the succeeding
taxable year in determining the Fund’s taxable income, net capital gain, net short-term capital gain, and earnings and profits.
The effect of this election is to treat any such “qualified late year loss” as if it had been incurred in the succeeding
taxable year in characterizing Fund distributions for any calendar year. A “qualified late year loss” generally includes
net capital loss, net long-term capital loss, or net short-term capital loss incurred after October 31 of the current taxable
year, (commonly referred to as “post-October losses”), and certain other late-year losses.

 

Capital
losses in excess of capital gains (“net capital losses”) are not permitted to be deducted against a RIC’s net
investment income. Instead, for U.S. federal income tax purposes, potentially subject to certain limitations, the Fund may carry
a net capital loss from any taxable year forward indefinitely to offset its capital gains, if any, in years following the year
of the loss. To the extent subsequent capital gains are offset by such losses, they will not result in U.S. federal income tax
liability to the Fund and may not be distributed as capital gains to its shareholders. Generally, the Fund may not carry forward
any losses other than net capital losses. The carryover of capital losses may be limited under the general loss limitation rules
if the Fund experiences an ownership change as defined in the Code.

 

The
Fund will be subject to a nondeductible 4% federal excise tax on certain undistributed income if it does not distribute to its
shareholders in each calendar year an amount at least equal to 98% of its ordinary income for the calendar year plus 98.2% of
its capital gain net income for the one-year period generally ending on October 31 of that year, subject to an increase for any
shortfall in the prior year’s distribution. The Fund intends to declare and distribute dividends and distributions in the
amounts and at the times necessary to avoid the application of the excise tax, but can make no assurances that all such tax liability
will be eliminated.

 

 

The
Fund intends to distribute substantially all of its net investment income and net capital gain to shareholders for each taxable
year. If the Fund meets the Distribution Requirement but retains some or all of its income or gains, it will be subject to federal
income tax at regular corporate rates to the extent any such income or gains are not distributed. The Fund may elect to designate
certain amounts retained as undistributed net capital gain as deemed distributions in a notice to its shareholders, who (1) will
be required to include in income for U.S. federal income tax purposes, as long-term capital gain, their proportionate shares of
the undistributed amount so designated, (2) will be entitled to credit their proportionate shares of the income tax paid by the
Fund on that undistributed amount against their federal income tax liabilities and to claim refunds to the extent such credits
exceed their tax liabilities, and (3) will be entitled to increase their tax basis, for federal income tax purposes, in their
Shares by an amount equal to the excess of the amount of undistributed net capital gain included in their respective income over
their respective income tax credits.

 

Taxation
of Shareholders – Distributions.
The Fund intends to distribute annually to its shareholders substantially all of its
investment company taxable income (computed without regard to the deduction for dividends paid), and its net tax-exempt income,
if any, and intends to distribute annually any net capital gain (net long-term capital gains in excess of net short-term capital
losses, taking into account any capital loss carryforwards). The distribution of investment company taxable income (as so computed)
and net capital gain will be taxable to Fund shareholders regardless of whether the shareholders receive these distributions in
cash or reinvest them in additional Shares.

 

The
Fund (or your broker) will report to shareholders annually the amounts of dividends paid from ordinary income, the amount of distributions
of net capital gain, the portion of dividends which may qualify for the dividends received deduction for corporate shareholders,
and the portion of dividends which may qualify for treatment as qualified dividend income, which is taxable to non-corporate shareholders
at long-term capital gain rates.

 

Distributions
from the Fund’s net capital gain will be taxable to shareholders at long-term capital gains rates, regardless of how long
shareholders have held their Shares. Distributions may be subject to state and local taxes.

 

Qualified
dividend income includes, in general, subject to certain holding period and other requirements, dividend income from taxable domestic
corporations and certain “qualified foreign corporations.” Subject to certain limitations, “qualified foreign
corporations” include those incorporated in territories of the United States, those incorporated in certain countries with
comprehensive tax treaties with the United States, and other foreign corporations if the stock with respect to which the dividends
are paid is readily tradable on an established securities market in the United States. Dividends received by the Fund from an
ETF or an underlying fund taxable as a RIC or a REIT may be treated as qualified dividend income generally only to the extent
so reported by such ETF, underlying fund or REIT. If 95% or more of the Fund’s gross income (calculated without taking into
account net capital gain derived from sales or other dispositions of stock or securities) consists of qualified dividend income,
the Fund may report all distributions of such income as qualified dividend income.

 

Fund
dividends will not be treated as qualified dividend income if the Fund does not meet certain holding period and other requirements
with respect to dividend paying stocks in its portfolio, or the shareholder does not meet certain holding period and other requirements
with respect to the Shares on which the dividends were paid. Distributions by the Fund of its net short-term capital gains will
be taxable as ordinary income.

 

In
the case of corporate shareholders, certain dividends received by the Fund from U.S. corporations (generally, dividends received
by the Fund in respect of any share of stock (1) with a tax holding period of at least 46 days during the 91-day period beginning
on the date that is 45 days before the date on which the stock becomes ex-dividend as to that dividend and (2) that is held in
an unleveraged position) and distributed and appropriately so reported by the Fund may be eligible for the 50% dividends-received
deduction. Certain preferred stock must have a holding period of at least 91 days during the 181-day period beginning on the date
that is 90 days before the date on which the stock becomes ex-dividend as to that dividend to be eligible. Capital gain dividends
distributed to the Fund from other RICs are not eligible for the dividends-received deduction. To qualify for the deduction, corporate
shareholders must meet the minimum holding period requirement stated above with respect to their Shares, taking into account any
holding period reductions from certain hedging or other transactions or positions that diminish their risk of loss with respect
to their Shares, and, if they borrow to acquire or otherwise incur debt attributable to Shares, they may be denied a portion of
the dividends-received deduction with respect to those Shares.

 

 

Although
dividends generally will be treated as distributed when paid, any dividend declared by the Fund in October, November or December
and payable to shareholders of record in such a month that is paid during the following January will be treated for U.S. federal
income tax purposes as received by shareholders on December 31 of the calendar year in which it was declared.

 

In
addition to the federal income tax, certain individuals, trusts and estates may be subject to a Net Investment Income (“NII”)
tax of 3.8%. The NII tax is imposed on the lesser of: (i) a taxpayer’s investment income, net of deductions properly allocable
to such income; or (ii) the amount by which such taxpayer’s modified adjusted gross income exceeds certain thresholds ($250,000
for married individuals filing jointly, $200,000 for unmarried individuals and $125,000 for married individuals filing separately).
The Fund’s distributions are includable in a shareholder’s investment income for purposes of this NII tax. In addition,
any capital gain realized by a shareholder upon a sale or redemption of Fund shares is includable in such shareholder’s
investment income for purposes of this NII tax.

 

Shareholders
who have not held Shares for a full year should be aware that the Fund may report and distribute, as ordinary dividends or capital
gain dividends, a percentage of income that is not equal to the percentage of the Fund’s ordinary income or net capital
gain, respectively, actually earned during the applicable shareholder’s period of investment in the Fund. A taxable shareholder
may wish to avoid investing in the Fund shortly before a dividend or other distribution, because the distribution will generally
be taxable even though it may economically represent a return of a portion of the shareholder’s investment.

 

To
the extent that the Fund makes a distribution of income received by the Fund in lieu of dividends (a “substitute payment”)
with respect to securities on loan pursuant to a securities lending transaction, such income will not constitute qualified dividend
income to individual shareholders and will not be eligible for the dividends received deduction for corporate shareholders.

 

If
the Fund’s distributions exceed its earnings and profits, all or a portion of the distributions made for a taxable year
may be recharacterized as a return of capital to shareholders. A return of capital distribution will generally not be taxable,
but will reduce each shareholder’s cost basis in the Fund and result in a higher capital gain or lower capital loss when
the Shares on which the distribution was received are sold. After a shareholder’s basis in the Shares has been reduced to
zero, distributions in excess of earnings and profits will be treated as gain from the sale of the shareholder’s Shares.

 

Taxation
of Shareholders – Sale of Shares.
A sale or redemption of Shares may give rise to a gain or loss. In general, any gain
or loss realized upon a taxable disposition of Shares will be treated as long-term capital gain or loss if Shares have been held
for more than 12 months. Otherwise, the gain or loss on the taxable disposition of Shares will generally be treated as short-term
capital gain or loss. Any loss realized upon a taxable disposition of Shares held for six months or less will be treated as long-term
capital loss, rather than short-term capital loss, to the extent of any amounts treated as distributions to the shareholder of
long-term capital gain with respect to such Shares (including any amounts credited to the shareholder as undistributed capital
gains). All or a portion of any loss realized upon a taxable disposition of Shares may be disallowed if substantially identical
Shares are acquired (through the reinvestment of dividends or otherwise) within a 61-day period beginning 30 days before and ending
30 days after the disposition. In such a case, the basis of the newly acquired Shares will be adjusted to reflect the disallowed
loss.

 

The
cost basis of Shares acquired by purchase will generally be based on the amount paid for Shares and then may be subsequently adjusted
for other applicable transactions as required by the Code. The difference between the selling price and the cost basis of Shares
generally determines the amount of the capital gain or loss realized on the sale of Shares. Contact the broker through whom you
purchased your Shares to obtain information with respect to the available cost basis reporting methods and elections for your
account.

 

An
Authorized Participant who exchanges securities for Creation Units generally will recognize a gain or a loss. The gain or loss
will be equal to the difference between the market value of the Creation Units at the time and the sum of the exchanger’s
aggregate basis in the securities surrendered plus the amount of cash paid for such Creation Units. A person who redeems Creation
Units will generally recognize a gain or loss equal to the difference between the exchanger’s basis in the Creation Units
and the sum of the aggregate market value of any securities received plus the amount of any cash received for such Creation Units.
The IRS, however, may assert that a loss realized upon an exchange of securities for Creation Units cannot currently be deducted
under the rules governing “wash sales” (for a person who does not mark-to-market its portfolio) or on the basis that
there has been no significant change in economic position.

 

 

Any
capital gain or loss realized upon the creation of Creation Units will generally be treated as long-term capital gain or loss
if the securities exchanged for such Creation Units have been held for more than one year. Any capital gain or loss realized upon
the redemption of Creation Units will generally be treated as long-term capital gain or loss if the Shares comprising the Creation
Units have been held for more than one year. Otherwise, such capital gains or losses will generally be treated as short-term capital
gains or losses. Any loss upon a redemption of Creation Units held for six months or less may be treated as long-term capital
loss to the extent of any amounts treated as distributions to the applicable Authorized Participant of long-term capital gain
with respect to the Creation Units (including any amounts credited to the Authorized Participant as undistributed capital gains).

 

The
Trust, on behalf of the Fund, has the right to reject an order for Creation Units if the purchaser (or a group of purchasers)
would, upon obtaining the Creation Units so ordered, own 80% or more of the outstanding Shares and if, pursuant to Section 351
of the Code, the Fund would have a basis in the deposit securities different from the market value of such securities on the date
of deposit. The Trust also has the right to require the provision of information necessary to determine beneficial Share ownership
for purposes of the 80% determination. If the Fund does issue Creation Units to a purchaser (or a group of purchasers) that would,
upon obtaining the Creation Units so ordered, own 80% or more of the outstanding Shares, the purchaser (or a group of purchasers)
will not recognize gain or loss upon the exchange of securities for Creation Units.

 

Persons
purchasing or redeeming Creation Units should consult their own tax advisers with respect to the tax treatment of any creation
or redemption transaction and whether the wash sales rule applies and when a loss may be deductible.

 

Taxation
of Fund Investments.
Certain of the Fund’s investments may be subject to complex provisions of the Code (including provisions
relating to hedging transactions, straddles, integrated transactions, foreign currency contracts, forward foreign currency contracts,
and notional principal contracts) that, among other things, may affect the Fund’s ability to qualify as a RIC, affect the
character of gains and losses realized by the Fund (e.g., may affect whether gains or losses are ordinary or capital),
accelerate recognition of income to the Fund and defer losses. These rules could therefore affect the character, amount and timing
of distributions to shareholders. These provisions also may require the Fund to mark to market certain types of positions in its
portfolio (i.e., treat them as if they were closed out) which may cause the Fund to recognize income without the Fund receiving
cash with which to make distributions in amounts sufficient to enable the Fund to satisfy the RIC distribution requirements for
avoiding Fund-level income and excise taxes. The Fund intends to monitor its transactions, intends to make appropriate tax elections,
and intends to make appropriate entries in its books and records to mitigate the effect of these rules and preserve the Fund’s
qualification for treatment as a RIC. To the extent the Fund invests in an underlying fund that is taxable as a RIC, the rules
applicable to the tax treatment of complex securities will also apply to the underlying funds that also invest in such complex
securities and investments.

 

Backup
Withholding.
The Fund will be required in certain cases to withhold (as “backup withholding”) on amounts payable
to any shareholder who (1) fails to provide a correct taxpayer identification number certified under penalty of perjury; (2) is
subject to backup withholding by the IRS for failure to properly report all payments of interest or dividends; (3) fails to provide
a certified statement that he or she is not subject to “backup withholding;” or (4) fails to provide a certified statement
that he or she is a U.S. person (including a U.S. resident alien). The backup withholding rate is at a rate set under Section
3406 of the Code. Backup withholding is not an additional tax and any amounts withheld may be credited against the shareholder’s
ultimate U.S. federal income tax liability. Backup withholding will not be applied to payments that have been subject to the 30%
withholding tax on shareholders who are neither citizens nor permanent residents of the United States.

 

Foreign
Shareholders.
Any non-U.S. investors in the Fund may be subject to U.S. withholding and estate tax and are encouraged to consult
their tax advisors prior to investing in the Fund. Foreign shareholders (i.e., nonresident alien individuals and foreign
corporations, partnerships, trusts and estates) are generally subject to a U.S. withholding tax at the rate of 30% (or a lower
tax treaty rate) on distributions derived from taxable ordinary income. The Fund may, under certain circumstances, 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% U.S. withholding tax, provided certain other requirements are met. Short-term capital
gain dividends received by a nonresident alien individual who is present in the U.S. for a period or periods aggregating 183 days
or more during the taxable year are not exempt from this 30% withholding tax. Gains realized by foreign shareholders from the
sale or other disposition of Shares generally are not subject to U.S. taxation, unless the recipient is an individual who is physically
present in the U.S. for 183 days or more per year (based on a formula that factors in presence in the U.S. during the two preceding
years as well). Foreign shareholders who fail to provide an applicable IRS form may be subject to backup withholding on certain
payments from the Fund. Backup withholding will not be applied to payments that are subject to the 30% (or lower applicable treaty
rate) withholding tax described in this paragraph. Different tax consequences may result if the foreign shareholder is engaged
in a trade or business within the United States. In addition, the tax consequences to a foreign shareholder entitled to claim
the benefits of a tax treaty may be different than those described above.

 

 

Under
the Foreign Account Tax Compliance Act (“FATCA”), the Fund may be required to withhold a generally nonrefundable 30%
tax on (1) distributions of investment company taxable income and (2) distributions of net capital gain and the gross proceeds
of a sale or redemption of Fund shares paid to (a) certain “foreign financial institutions” unless such foreign financial
institution agrees to verify, monitor, and report to the IRS the identity of certain of its account holders, among other items
(or unless such entity is otherwise deemed compliant under the terms of an intergovernmental agreement between the United States
and the foreign financial institution’s country of residence), and (b) certain “non-financial foreign entities”
unless such entity certifies to the Fund that it does not have any substantial U.S. owners or provides the name, address, and
taxpayer identification number of each substantial U.S. owner, among other items. In December 2018, the IRS and Treasury Department
released proposed Treasury Regulations that would eliminate FATCA withholding on Fund distributions of net capital gain and the
gross proceeds from a sale or redemption of Fund shares. Although taxpayers are entitled to rely on these proposed Treasury Regulations
until final Treasury Regulations are issued, these proposed Treasury Regulations have not been finalized, may not be finalized
in their proposed form, and are potentially subject to change. This FATCA withholding tax could also affect the Fund’s return
on its investments in foreign securities or affect a shareholder’s return if the shareholder holds its Fund shares through
a foreign intermediary. You are urged to consult your tax adviser regarding the application of this FATCA withholding tax to your
investment in the Fund and the potential certification, compliance, due diligence, reporting, and withholding obligations to which
you may become subject in order to avoid this withholding tax.

 

For
foreign shareholders to qualify for an exemption from backup withholding, described above, the foreign shareholder must comply
with special certification and filing requirements. Foreign shareholders in the Fund should consult their tax advisors in this
regard.

 

Tax-Exempt
Shareholders.
Certain tax-exempt shareholders, including qualified pension plans, individual retirement accounts, salary deferral
arrangements, 401(k) plans, and other tax-exempt entities, generally are exempt from federal income taxation, except with respect
to their unrelated business taxable income (“UBTI”). Under the Tax Act, tax-exempt entities are generally not permitted
to offset losses from one unrelated trade or business against the income or gain of another unrelated trade or business. Certain
net losses incurred prior to January 1, 2018 are permitted to offset gain and income created by an unrelated trade or business,
if otherwise available. Under current law, the Fund generally serves to block UBTI from being realized by its tax-exempt shareholders
with respect to their shares of Fund income. However, notwithstanding the foregoing, tax-exempt shareholders could realize UBTI
by virtue of their investment in the Fund if, for example, (1) the Fund invests in residual interests of Real Estate Mortgage
Investment Conduits (“REMICs”), (2) the Fund invests in a REIT that is a taxable mortgage pool (“TMP”),
or that has a subsidiary that is a TMP or that invests in the residual interest of a REMIC, or (3) Shares in the Fund constitute
debt-financed property in the hands of the tax-exempt shareholders within the meaning of Section 514(b) of the Code. Charitable
remainder trusts are subject to special rules and should consult their tax advisers. The IRS has issued guidance with respect
to these issues and prospective shareholders, especially charitable remainder trusts, are strongly encouraged to consult with
their tax advisers regarding these issues.

 

Certain
Potential Tax Reporting Requirements.
Under U.S. Treasury regulations, if a shareholder recognizes a loss on disposition of
the Shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder (or certain
greater amounts over a combination of years), the shareholder must file with the IRS a disclosure statement on IRS Form 8886 (Reportable
Transaction Disclosure Statement). Direct shareholders of portfolio securities are in many cases excepted from this reporting
requirement, but under current guidance, shareholders of a RIC are not excepted. Significant penalties may be imposed for the
failure to comply with the reporting requirements. The fact that a loss is reportable under these regulations does not affect
the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax
advisors to determine the applicability of these regulations in light of their individual circumstances.

 

 

Other
Issues.
In those states which have income tax laws, the tax treatment of the Fund and of Fund shareholders with respect to
distributions by the Fund may differ from federal tax treatment.

 

FINANCIAL
STATEMENTS

 

Financial
statements and the Fund’s annual report will be available after the Fund has completed a fiscal year of operations. When
available, you may request a copy of the Fund’s annual report at no charge by calling 800-886-4107 or through the Fund’s
website at www.aztlanetfs.com.

 

TIDAL ETF TRUST

PART C: OTHER INFORMATION

Item 28. Exhibits

Exhibit No. Description of Exhibit
       
(a) (i)   Certificate of Trust of Tidal ETF Trust (the Trust or the Registrant) – previously filed with the Trust’s Registration Statement on Form N-1A on September 12, 2018 and is incorporated herein by reference.
  (ii)   Registrant’s Declaration of Trust – previously filed with the Trust’s Registration Statement on Form N-1A on September 12, 2018 and is incorporated herein by reference.
  (iii)   Organizational Documents for Toroso Cayman Subsidiary I (for the Acruence Active Hedge U.S. Equity ETF).
    (1) Investment Advisory Agreement – previously filed with Post-Effective Amendment No. 51 on Form N-1A on April 5, 2021 and is incorporated herein by reference.
    (2) Memorandum and Articles of Association – previously filed with Post-Effective Amendment No. 51 on Form N-1A on April 5, 2021 and is incorporated herein by reference.
    (3) Certificate of Incorporation – previously filed with Post-Effective Amendment No. 51 on Form N-1A on April 5, 2021 and is incorporated herein by reference.
    (4) Tax Undertaking – previously filed with Post-Effective Amendment No. 51 on Form N-1A on April 5, 2021 and is incorporated herein by reference.
    (5) Private Investment Company Custodian Agreement – previously filed with Post-Effective Amendment No. 51 on Form N-1A on April 5, 2021 and is incorporated herein by reference.
  (iv)   Organizational Documents for Ionic Cayman Subsidiary (for the Ionic Inflation Protection ETF).
    (1) Investment Advisory Agreement – previously filed with Post-Effective Amendment No. 119 on Form N-1A on June 10, 2022 and is incorporated herein by reference.
    (2) Investment Sub-Advisory Agreement – previously filed with Post-Effective Amendment No. 159 on Form N-1A on December 21, 2022 and is incorporated herein by reference.
    (3) Memorandum and Articles of Association – previously filed with Post-Effective Amendment No. 119 on Form N-1A on June 10, 2022 and is incorporated herein by reference.
    (4) Certificate of Incorporation – previously filed with Post-Effective Amendment No. 119 on Form N-1A on June 10, 2022 and is incorporated herein by reference.
    (5) Tax Undertaking – previously filed with Post-Effective Amendment No. 119 on Form N-1A on June 10, 2022 and is incorporated herein by reference.
    (6) Private Investment Company Custodian Agreement – previously filed with Post-Effective Amendment No. 119 on Form N-1A on June 10, 2022 and is incorporated herein by reference.
(b)     Registrant’s Amended and Restated By-Laws – previously filed with Post-Effective Amendment No. 148 on Form N-1A on September 23, 2022 and is incorporated herein by reference.
(c)     Instruments Defining Rights of Security Holders – See relevant portions of Declaration of Trust and By-Laws.
(d)      
  (i)   Investment Advisory Agreement between the Trust (on behalf of SoFi Select 500 ETF, SoFi Next 500 ETF, SoFi Social 50 ETF f/k/a SoFi 50 ETF and SoFi Be Your Own Boss ETF f/k/a SoFi Gig Economy ETF (the SoFi ETFs)) and Tidal Investments LLC (f/k/a Toroso Investments, LLC (“Toroso”)) – previously filed with Post-Effective Amendment No. 7 on Form N-1A on April 5, 2019 and is incorporated herein by reference.
    (1) First Amendment to the Investment Advisory Agreement between the Trust (on behalf of the SoFi ETFs) and Toroso (adding the SoFi Weekly Income ETF) – previously filed with Post-Effective Amendment No. 28 on Form N-1A on September 30, 2020 and is incorporated herein by reference.
    (2) Second Amendment to the Investment Advisory Agreement between the Trust (on behalf of the SoFi ETFs) and Toroso (adding the SoFi Weekly Dividend ETF) – previously filed with Post-Effective Amendment No. 55 on Form N-1A on May 5, 2021 and is incorporated herein by reference.
    (3) Third Amendment to the Investment Advisory Agreement between the Trust (on behalf of the SoFi ETFs) and Toroso (adding the SoFi Web 3 ETF) – previously filed with Post-Effective Amendment No. 127 on Form N-1A on June 30, 2022 and is incorporated herein by reference.
    (4) Fourth Amendment to the Investment Advisory Agreement between the Trust (on behalf of the SoFi ETFs) and Toroso (adding the SoFi Enhanced Yield ETF) – previously filed with Post-Effective Amendment No. 201 on Form N-1A on November 9, 2023 and is incorporated herein by reference.
  (ii)   Investment Advisory Agreement between the Trust (on behalf of RPAR Risk Parity ETF) and Toroso – previously filed with Post-Effective Amendment No. 14 on Form N-1A on November 22, 2019 and is incorporated herein by reference.
    (1) First Amendment to the Investment Advisory Agreement between the Trust (on behalf of the RPAR Risk Parity ETF) and Toroso (adding the UPAR Ultra Risk Parity ETF) – previously filed with Post-Effective Amendment No. 82 on Form N-1A on December 29, 2021 and is incorporated herein by reference.
  (iii)   Investment Advisory Agreement between the Trust (on behalf of SP Funds Dow Jones Global Sukuk ETF and SP Funds S&P 500 Sharia Industry Exclusions ETF) and Toroso) – previously filed with Post-Effective Amendment No. 16 on Form N-1A on December 16, 2019 and is incorporated herein by reference.
    (1) First Amendment to the Investment Advisory Agreement between the Trust (on behalf of SP Funds Dow Jones Global Sukuk ETF and SP Funds S&P 500 Sharia Industry Exclusions ETF) and Toroso (adding the SP Funds S&P Global REIT Sharia ETF (collectively, the SP Funds)) – previously filed with Post-Effective Amendment No. 40 on Form N-1A on December 23, 2020 and is incorporated herein by reference.
    (2) Second Amendment to the Investment Advisory Agreement between the Trust (on behalf of the SP Funds) and Toroso – previously filed with Post-Effective Amendment No. 99 on Form N-1A on March 29, 2022 and is incorporated herein by reference.
    (3) Third Amendment to the Investment Advisory Agreement between the Trust (on behalf of the SP Funds) and Toroso – previously
filed with Post-Effective Amendment No. 200 on Form N-1A on November 17, 2023 and is incorporated herein by reference.
  (iv)   Investment Advisory Agreement between the Trust (on behalf of Leatherback Long/Short Absolute Return ETF and Leatherback Long/Short Alternative Yield ETF (the Leatherback ETFs)) and Toroso – previously filed with Post-Effective Amendment No. 29 on Form N-1A on October 9, 2020 and is incorporated herein by reference.
  (v)   Investment Advisory Agreement between the Trust (on behalf of Adasina Social Justice All Cap Global ETF) and Toroso – previously filed with Post-Effective Amendment No. 39 on Form N-1A on December 7, 2020 and is incorporated herein by reference.
  (vi)   Investment Advisory Agreement between the Trust (on behalf of Gotham Enhanced 500 ETF) and Toroso – previously filed with Post-Effective Amendment No. 34 on Form N-1A on November 9, 2020 and is incorporated herein by reference.
    (1) First Amendment to the Investment Advisory Agreement between the Trust (on behalf of the Gotham Enhanced 500 ETF) and Toroso (adding the Gotham 1000 Value ETF) – previously filed with Post-Effective Amendment No. 118 on Form N-1A on June 3, 2022 and is incorporated herein by reference.
    (2) Second Amendment to the Investment Advisory Agreement between the Trust (on behalf of the Gotham Enhanced 500 ETF and the Gotham 1000 Value ETF) and Toroso (adding the Gotham Short Strategies ETF) –  previously filed with Post-Effective Amendment No. 200 on Form N-1A on November 1, 2023 and is incorporated herein by reference.
  (vii)   Investment Advisory Agreement between the Trust (on behalf of ATAC US Rotation ETF) and Toroso) – previously filed with Post-Effective Amendment No. 35 on Form N-1A on November 13, 2020 and is incorporated herein by reference.
    (1) First Amendment to the Investment Advisory Agreement between the Trust (on behalf of ATAC US Rotation ETF) and Toroso (adding the ATAC Credit Rotation ETF) – previously filed with Post-Effective Amendment No. 66 on Form N-1A on July 14, 2021 and is incorporated herein by reference.
    (2) Second Amendment to the Investment Advisory Agreement between the Trust (on behalf of the ATAC US Rotation ETF and ATAC Credit Rotation ETF) and Toroso (adding the ATAC Equity Leverage Rotation ETF) – previously filed with Post-Effective Amendment No. 157 on Form N-1A on December 13, 2022 and is incorporated herein by reference.
  (viii)   Investment Advisory Agreement between the Trust (on behalf of Sound Fixed Income ETF, Sound Enhanced Fixed Income ETF, Sound Equity Dividend Income ETF (f/k/a Sound Equity Income ETF), Sound Enhanced Equity Income ETF, and Sound Total Return ETF (the Sound Income ETFs)) and Toroso – previously filed with Post-Effective Amendment No. 41 on Form N-1A on December 29, 2020 and is incorporated herein by reference.
  (ix)   Investment Advisory Agreement between the Trust (on behalf of Acruence Active Hedge U.S. Equity ETF) and Toroso – previously filed with Post-Effective Amendment No. 51 on Form N-1A on April 5, 2021 and is incorporated herein by reference.
  (x)   Investment Advisory Agreement between the Trust (on behalf of SonicShares Airlines, Hotels, Cruise Lines ETF) and Toroso – previously filed with Post-Effective Amendment No. 57 on Form N-1A on May 11, 2021 and is incorporated herein by reference.
    (1) First Amendment to the Investment Advisory Agreement between the Trust (on behalf of SonicShares Airlines, Hotels, Cruise Lines ETF) and Toroso (adding the SonicShares Global Shipping ETF) – previously filed with Post-Effective Amendment No. 69 on Form N-1A on July 30, 2021 and is incorporated herein by reference.
  (xi)   Investment Advisory Agreement between the Trust (on behalf of American Customer Satisfaction ETF) and Toroso – previously filed with Post-Effective Amendment No. 59 on N-1A on May 21, 2021 and is incorporated herein by reference.  
  (xii)   Investment Advisory Agreement between the Trust (on behalf of SoFi Smart Energy ETF f/k/a iClima Distributed Smart Energy ETF and prior thereto iClima Distributed Renewable Energy Transition Leaders ETF) and Toroso – previously filed with Post-Effective Amendment No. 67 on N-1A on July 14, 2021 and is incorporated herein by reference.
    (1) First Amendment to the Investment Advisory Agreement between the Trust (on behalf of the SoFi Smart Energy ETF) and Toroso – previously filed with Post-Effective Amendment No. 136 on N-1A on August 8, 2022 and is incorporated herein by reference.
  (xiii)   Investment Advisory Agreement between the Trust (on behalf of Robinson Alternative Yield Pre-Merger SPAC ETF) and Toroso – previously filed with Post-Effective Amendment No. 62 on Form N-1A on June 21, 2021 and is incorporated herein by reference.  
  (xiv)   Investment Advisory Agreement between the Trust (on behalf of ZEGA Buy and Hedge ETF) and Toroso – previously filed with Post-Effective Amendment No. 64 on Form N-1A on June 25, 2021 and is incorporated herein by reference.
  (xv)   Investment Advisory Agreement between the Trust (on behalf of FolioBeyond Alternative Income and Interest Rate Hedge ETF f/k/a FolioBeyond Rising Rates ETF) and Toroso – previously filed with Post-Effective Amendment No. 71 on Form N-1A on September 27, 2021 and is incorporated herein by reference.
  (xvi)   Investment Advisory Agreement between the Trust (on behalf of the Residential REIT ETF f/k/a Residential REIT Income ETF and prior thereto Home Appreciation U.S. REIT ETF (the “Residential REIT ETF”)) and Toroso – previously filed with Post-Effective Amendment No. 89 on Form N-1A on February 11, 2022 and is incorporated herein by reference.
    (1) First Amendment to the Investment Advisory Agreement between the Trust (on behalf of the Residential REIT ETF) and Toroso (adding the Private Real Estate Strategy via Liquid REITs ETF f/k/a Non-Traded REIT Fund Tracker ETF (collectively, the “Armada ETFs”)) – previously filed with Post-Effective Amendment No. 180 on Form N-1A on June 2, 2023 and is incorporated herein by reference.
    (2) Second Amendment to the Investment Advisory Agreement between the Trust (on behalf of Residential REIT ETF and Private Real Estate Strategy via Liquid REITs ETF) and Toroso – previously filed with Post-Effective Amendment No. 187 on Form N-1A on July 27, 2023 and is incorporated herein by reference.
  (xvii)   Investment Advisory Agreement between the Trust (on behalf of Newday Ocean Health ETF and Newday Diversity, Equity & Inclusion ETF (the Newday ETFs)) and Toroso – previously filed with Post-Effective Amendment No. 111 on Form N-1A on May 2, 2022 and is incorporated herein by reference.
  (xviii)   Investment Advisory Agreement between the Trust (on behalf of Ionic Inflation Protection ETF) and Toroso – previously filed with Post-Effective Amendment No. 145 on Form N-1A on June 10, 2022 and is incorporated herein by reference.
  (xix)   Investment Advisory Agreement between the Trust (on behalf of Aztlan Global Stock Selection DM SMID ETF) and Toroso – previously filed with Post-Effective Amendment No. 137 on Form N-1A on August 15, 2022 and is incorporated herein by reference.
    (1) First Amendment to the Investment Advisory Agreement between the Trust and Toroso (adding Aztlan North America Nearshoring Stock Selection ETF) – filed herewith.
  (xx)   Investment Advisory Agreement between the Trust (on behalf of Unlimited HFND Multi-Strategy Return Tracker ETF) and Toroso – previously filed with Post-Effective Amendment No. 149 on Form N-1A on September 26, 2022 and is incorporated herein by reference.
    (1) First Amendment to the Investment Advisory Agreement between the Trust and Toroso (adding the Unlimited HFEQ Equity Long/Short Return Tracker ETF, Unlimited HFGM Global Macro Return Tracker ETF, Unlimited HFEV Event Driven Return Tracker ETF, Unlimited HFFI Fixed Income Return Tracker ETF, Unlimited HFEM Emerging Markets Return Tracker ETF, Unlimited HFMF Managed Futures Return Tracker ETF, Unlimited Ultra HFND Multi-Strategy Return Tracker ETF and Unlimited Low-Beta HFND Multi-Strategy ETF (the “Unlimited ETFs”)) – previously filed with Post-Effective Amendment No. 202 on Form N-1A on November
17, 2023 and is incorporated herein by reference.
  (xxi)   Investment Advisory Agreement between the Trust (on behalf of God Bless America ETF) and Toroso – previously filed with Post-Effective Amendment No. 148 on Form N-1A on September 23, 2022 and is incorporated herein by reference.
  (xxii)   Investment Advisory Agreement between the Trust (on behalf of Subversive Cannabis ETF) and Toroso – previously filed with Post-Effective Amendment No. 160 on Form N-1A on December 27, 2022 and incorporated herein by reference.
  (xxiii)   Investment Advisory Agreement between the Trust (on behalf of Academy Veteran Impact ETF) and Toroso – previously filed with Post-Effective Amendment No. 187 on Form N-1A on July 27, 2023 and is incorporated herein by reference.
  (xxiv)   Investment Sub-Advisory Agreement between Toroso and ShariaPortfolio, Inc. (for the SP Funds Dow Jones Global Sukuk ETF and SP Funds S&P 500 Sharia Industry Exclusions ETF) – previously filed with Post-Effective Amendment No. 25 on Form N-1A on August 17, 2020 and is incorporated herein by reference.
  (xxv)   Investment Sub-Advisory Agreement between Toroso and ShariaPortfolio, Inc. (for the SP Funds S&P Global REIT Sharia ETF) – previously filed with Post-Effective Amendment No. 40 on Form N-1A on December 23, 2020 and is incorporated herein by reference.  
  (xxvi)   Investment Sub-Advisory Agreement between Toroso and Income Research + Management (for the SoFi Weekly Income ETF) – previously filed with Post-Effective Amendment No. 28 on Form N-1A on September 30, 2020 and is incorporated herein by reference.
  (xxvii)   Investment Sub-Advisory Agreement between Toroso and Leatherback Asset Management, LLC (for the Leatherback ETFs) – previously filed with Post-Effective Amendment No. 29 on Form N-1A on October 9, 2020 and is incorporated herein by reference.
  (xxviii)   Investment Sub-Advisory Agreement between Toroso and Robasciotti & Associates, Inc., doing business as Adasina Social Capital (Adasina) (for the Adasina Social Justice All Cap Global ETF) – previously filed with Post-Effective Amendment No. 39 on Form N-1A on December 7, 2020 and is incorporated herein by reference.
  (xxix)   Investment Sub-Advisory Agreement between Toroso and Gotham Asset Management, LLC (Gotham) (for the Gotham Enhanced 500 ETF) – previously filed with Post-Effective Amendment No. 34 on Form N-1A on November 9, 2020 and is incorporated herein by reference.
  (xxx)   Investment Sub-Advisory Agreement between Toroso and Sound Income Strategies, LLC (for the Sound Income ETFs) – previously filed with Post-Effective Amendment No. 41 on Form N-1A on December 29, 2020 and is incorporated herein by reference.
  (xxxi)   Investment Sub-Advisory Agreement between Toroso and Acruence Capital, LLC (for the Acruence Active Hedge U.S. Equity ETF) – previously filed with Post-Effective Amendment No. 51 on Form N-1A on April 5, 2021 and is incorporated herein by reference.
  (xxxii)   Investment Sub-Advisory Agreement between Toroso and Robinson Capital Management, LLC (for the Robinson Alternative Yield Pre-Merger SPAC ETF) – previously filed with Post-Effective Amendment No. 62 on Form N-1A on June 21, 2021 and is incorporated herein by reference.  
  (xxxiii)   Investment Sub-Advisory Agreement between Toroso and ZEGA Financial, LLC (for the ZEGA Buy and Hedge ETF) – previously filed with Post-Effective Amendment No. 64 on Form N-1A on June 25, 2021 and is incorporated herein by reference.
  (xxxiv)   Investment Sub-Advisory Agreement between Toroso and FolioBeyond, LLC (for the FolioBeyond Alternative Income and Interest Rate Hedge ETF f/k/a FolioBeyond Rising Rates ETF) – previously filed with Post-Effective Amendment No. 71 on Form N-1A on September 27, 2021 and is incorporated herein by reference.
  (xxxv)   Investment Sub-Advisory Agreement between Toroso and Armada ETF Advisors LLC (Armada) (for the Residential REIT ETF) – previously filed with Post-Effective Amendment No. 89 on Form N-1A on February 11, 2022 and is incorporated herein by reference.
  (xxxvi)   Investment Sub-Advisory Agreement between Toroso and Newday Funds, Inc. (for the Newday ETFs) – previously filed with Post-Effective Amendment No. 118 on Form N-1A on June 3, 2022, and is incorporated herein by reference.
  (xxxvii)   Investment Sub-Advisory Agreement between Toroso and Ionic Capital Management LLC (for the Ionic Inflation Protection ETF) – previously filed with Post-Effective Amendment No. 119 on Form N-1A on June 10, 2022 and is incorporated herein by reference. 
  (xxxviii)   Investment Sub-Advisory Agreement between Toroso and Gotham (for the Gotham 1000 Value ETF) – previously filed with Post-Effective Amendment No. 118 on Form N-1A on June 3, 2022 and is incorporated herein by reference.
    (1) First Amendment to the Investment Sub-Advisory Agreement between Toroso and Gotham (adding the Gotham Short Strategies ETF) – previously filed with Post-Effective Amendment No. 200 on Form N-1A on November 1, 2023 and is incorporated herein by reference.
  (xxxix)   Investment Sub-Advisory Agreement between Toroso and Unlimited Funds, Inc. (for the Unlimited HFND Multi-Strategy Return Tracker ETF) – previously filed with Post-Effective Amendment No. 149 on Form N-1A on September 26, 2022 and is incorporated herein by reference.
    (1) First Amendment to the Investment Sub-Advisory Agreement between Toroso and Unlimited Funds, Inc. (adding the Unlimited ETFs) –
previously filed with Post-Effective Amendment No. 202 on Form N-1A on November 17, 2023 and is incorporated herein by reference.
  (xl)   Investment Sub-Advisory Agreement between Toroso and Curran Financial Partners, LLC (for the God Bless America ETF) – previously filed with Post-Effective Amendment No. 148 on Form N-1A on September 23, 2022 and is incorporated herein by reference.
  (xli)   Investment Sub-Advisory Agreement between Toroso and Subversive Capital Advisor LLC (for the Subversive Cannabis ETF) –  previously filed with Post-Effective Amendment No. 160 on Form N-1A on December 27, 2022 and incorporated herein by reference.
  (xlii)   Investment Sub-Advisory Agreement between Toroso and Armada (for the Private Real Estate Strategy via Liquid REITs ETF f/k/a Non-Traded REIT Fund Tracker ETF) – previously filed with Post-Effective Amendment No. 180 on Form N-1A on June 2, 2023 and is incorporated herein by reference.
    (1) First Amendment to the Investment Sub-Advisory Agreement between Toroso and Armada (for the Private Real Estate Strategy via Liquid REITs ETF) – previously filed with Post-Effective Amendment No. 187 on Form N-1A on July 27, 2023 and is incorporated herein by reference.
  (xliii)   Investment Sub-Advisory Agreement between Toroso and Academy Asset Management, LLC d/b/a Academy Asset Management (for the Academy Veteran Impact ETF) – previously filed with Post-Effective Amendment No. 187 on Form N-1A on July 27, 2023 and is incorporated herein by reference.
  (xliv)   Investment Sub-Advisory Agreement between Toroso and ZEGA Financial, LLC (for the SoFi Enhanced Yield ETF) – previously filed with Post-Effective Amendment No. 201 on Form N-1A on November 9, 2023 and is incorporated herein by reference..
(e) (i)   ETF Distribution Agreement between the Trust and Foreside Fund Services, LLC (Foreside) – previously filed with Post-Effective Amendment No. 73 on Form N-1A on October 14, 2021 and is incorporated herein by reference.
    (1) First Amendment to the ETF Distribution Agreement (adding the UPAR Ultra Risk Parity ETF) – previously filed with Post-Effective Amendment No. 82 on Form N-1A on December 29, 2021 and is incorporated herein by reference.
    (2) Second Amendment to the ETF Distribution Agreement (adding the Residential REIT ETF) – previously filed with Post-Effective Amendment No. 89 on Form N-1A on February 11, 2022 and is incorporated herein by reference.
    (3) Third Amendment to the ETF Distribution Agreement (adding the Newday ETFs) – previously filed with Post-Effective Amendment No. 111 on Form N-1A on May 2, 2022 and is incorporated herein by reference.
    (4) Fourth Amendment to the ETF Distribution Agreement (adding the Ionic Inflation Protection ETF) – previously filed with Post-Effective Amendment No. 114 on Form N-1A on May 13, 2022 and is incorporated herein by reference.
    (5) Fifth Amendment to the ETF Distribution Agreement (adding the Gotham 1000 Value ETF) – previously filed with Post-Effective Amendment No. 118 on Form N-1A on June 3, 2022 and is incorporated herein by reference.
    (6) Sixth Amendment to the ETF Distribution Agreement (adding the SoFi Web 3 ETF) – previously filed with Post-Effective Amendment No. 127 on Form N-1A on June 30, 2022 and is incorporated herein by reference.
    (7) Seventh Amendment to the ETF Distribution Agreement (adding the Aztlan Global Stock Selection DM SMID ETF and the Unlimited HFND Multi-Strategy Return Tracker ETF) – previously filed with Post-Effective Amendment No. 137 on Form N-1A on August 15, 2022 and is incorporated herein by reference.
    (8) Eighth Amendment to the ETF Distribution Agreement (adding the God Bless America ETF and the ATAC Equity Leverage Rotation ETF) – previously filed with Post-Effective Amendment No. 148 on Form N-1A on September 23, 2022 and is incorporated herein by reference.
    (9) Ninth Amendment to the ETF Distribution Agreement (adding the Subversive Cannabis ETF) – previously filed with Post-Effective Amendment No. 160 on Form N-1A on December 27, 2022 and incorporated herein by reference.
    (10) Tenth Amendment to the ETF Distribution Agreement (adding the Private Real Estate Strategy via Liquid REITs ETF f/k/a Non-Traded REIT Fund Tracker ETF) – previously filed with Post-Effective Amendment No. 180 on Form N-1A on June 2, 2023 and is incorporated herein by reference.
    (11) Eleventh Amendment to the ETF Distribution Agreement (adding the Academy Veteran Impact ETF) – previously filed with Post-Effective Amendment No. 187 on Form N-1A on July 27, 2023 and is incorporated herein by reference.
    (12) Twelfth Amendment to the ETF Distribution Agreement (adding the Gotham Short Strategies ETF, the SoFi Enhanced Yield ETF, the Unlimited ETFs, and the Aztlan North America Nearshoring Stock Selection ETF)  previously filed with Post-Effective Amendment No. 200 on Form N-1A on November 1, 2023 and is incorporated herein by reference.
  (ii)   Form of Authorized Participant Agreement – previously filed with Pre-Effective Amendment No. 1 to the Trust’s Registration Statement on Form N-1A on December 21, 2018 and is incorporated herein by reference.
  (iii)   Distribution Services Agreement between Toroso and Foreside – previously filed with Post-Effective Amendment No. 7 on Form N-1A on April 5, 2019 and is incorporated herein by reference.
(f)     Not applicable.
(g) (i)   Custody Agreement between the Trust and U.S. Bank National Association – previously filed with Post-Effective Amendment No. 7 on Form N-1A on April 5, 2019 and is incorporated herein by reference.
    (1) First Amendment to Custody Agreement (adding the SoFi ETFs) – previously filed with Post-Effective Amendment No. 7 on Form N-1A on April 5, 2019 and is incorporated herein by reference.
    (2) Second Amendment to Custody Agreement (adding the RPAR Risk Parity ETF) – previously filed with Post-Effective Amendment No. 14 on Form N-1A on November 22, 2019 and is incorporated herein by reference.
    (3) Third Amendment to Custody Agreement (adding the SP Funds Dow Jones Global Sukuk ETF and SP Funds S&P 500 Sharia Industry Exclusions ETF) – previously filed with Post-Effective Amendment No. 16 on Form N-1A on December 16, 2019 and is incorporated herein by reference.
    (4) Fourth Amendment to Custody Agreement – previously filed with Post-Effective Amendment No. 25 on Form N-1A on August 17, 2020 and is incorporated herein by reference.
    (5) Fifth Amendment to Custody Agreement (adding the SoFi Weekly Income ETF, the Leatherback ETFs, the Adasina Social Justice All Cap Global ETF, and the ATAC US Rotation ETF) – previously filed with Post-Effective Amendment No. 28 on Form N-1A on September 30, 2020 and is incorporated herein by reference.  
    (6) Sixth Amendment to Custody Agreement (adding the Gotham Enhanced 500 ETF) – previously filed with Post-Effective Amendment No. 34 on Form N-1A on November 9, 2020 and is incorporated herein by reference.
    (7) Seventh Amendment to Custody Agreement (adding the SP Funds S&P Global REIT Sharia ETF, and Sound Income ETFs) – previously filed with Post-Effective Amendment No. 40 on Form N-1A on December 23, 2020 and is incorporated herein by reference.
    (8) Eighth Amendment to Custody Agreement (adding the Acruence Active Hedge U.S. Equity ETF, the SoFi Weekly Dividend ETF, the SonicShares Airlines, Hotels, Cruise Lines ETF, and the American Customer Satisfaction ETF) – previously filed with Post-Effective Amendment No. 51 on Form N-1A on April 5, 2021 and is incorporated herein by reference.
    (9)  Ninth Amendment to Custody Agreement (adding the SoFi Smart Energy ETF, the Robinson Alternative Yield Pre-Merger SPAC ETF, the ZEGA Buy and Hedge ETF, and the ATAC Credit Rotation ETF) – previously filed with Post-Effective Amendment No. 62 on Form N-1A on June 21, 2021 and is incorporated herein by reference. 
    (10) Tenth Amendment to Custody Agreement (adding the SonicShares Global Shipping ETF) – previously filed with Post-Effective Amendment No. 69 on Form N-1A on July 30, 2021 and is incorporated herein by reference.
    (11) Eleventh Amendment to Custody Agreement (adding the FolioBeyond Alternative Income and Interest Rate Hedge ETF f/k/a FolioBeyond Rising Rates ETF) – previously filed with Post-Effective Amendment No. 71 on Form N-1A on September 27, 2021 and is incorporated herein by reference.
    (12) Twelfth Amendment to Custody Agreement (adding the UPAR Ultra Risk Parity ETF) – previously filed with Post-Effective Amendment No. 82 on Form N-1A on December 29, 2021 and is incorporated herein by reference.
    (13) Thirteenth Amendment to Custody Agreement (adding the Residential REIT ETF) – previously filed with Post-Effective Amendment No. 89 on Form N-1A on February 11, 2022 and is incorporated herein by reference.
    (14) Fourteenth Amendment to Custody Agreement (adding the Newday ETFs) – previously filed with Post-Effective Amendment No. 111 on Form N-1A on May 2, 2022 and is incorporated herein by reference.
    (15) Fifteenth Amendment to Custody Agreement (adding the Ionic Inflation Protection ETF) – previously filed with Post-Effective Amendment No. 114 on Form N-1A on May 13, 2022 and is incorporated herein by reference.
    (16) Amended and Restated Sixteenth Amendment to Custody Agreement (adding the Gotham 1000 Value ETF) – previously filed with Post-Effective Amendment No. 127 on Form N-1A on June 30, 2022 and is incorporated herein by reference.
    (17) Seventeenth Amendment to Custody Agreement (adding the SoFi Web 3 ETF) – previously filed with Post-Effective Amendment No. 127 on Form N-1A on June 30, 2022 and is incorporated herein by reference.
    (18) Eighteenth Amendment to Custody Agreement (adding the Aztlan Global Stock Selection DM SMID ETF and the Unlimited HFND Multi-Strategy Return Tracker ETF) – previously filed with Post-Effective Amendment No. 137 on Form N-1A on August 15, 2022 and is incorporated herein by reference.
    (19) Nineteenth Amendment to Custody Agreement (adding the God Bless America ETF and the ATAC Equity Leverage Rotation ETF) – previously filed with Post-Effective Amendment No. 148 on Form N-1A on September 23, 2022 and is incorporated herein by reference.
    (20) Twentieth Amendment to Custody Agreement (adding the Subversive Cannabis ETF) –  previously filed with Post-Effective Amendment No. 160 on Form N-1A on December 27, 2022 and is incorporated herein by reference.
    (21) Twenty-First Amendment to Custody Agreement (adding the Private Real Estate Strategy via Liquid REITs ETF f/k/a Non-Traded REIT Fund Tracker ETF) – previously filed with Post-Effective Amendment No. 180 on Form N-1A on June 2, 2023 and is incorporated herein by reference.
    (22) Twenty-Second Amendment to Custody Agreement (adding the Academy Veteran Impact ETF) – previously filed with Post-Effective Amendment No. 187 on Form N-1A on July 27, 2023 and is incorporated herein by reference.
    (23) Twenty-Third Amendment to the Custody Agreement (adding the Gotham Short Strategies ETF, the SoFi Enhanced Yield ETF, the Unlimited ETFs, and the Aztlan North America Nearshoring Stock Selection ETF) –  previously filed with Post-Effective Amendment
No. 200 on Form N-1A on November 1, 2023 and is incorporated herein by reference.
(h) (i)   Fund Administration Servicing Agreement between the Trust and Tidal ETF Services LLC – previously filed with Post-Effective Amendment No. 7 on Form N-1A on April 5, 2019 and is incorporated herein by reference.
    (1) First Amendment to Fund Administration Servicing Agreement (adding the SoFi ETFs) – previously filed with Post-Effective Amendment No. 7 on Form N-1A on April 5, 2019 and is incorporated herein by reference.
    (2) Second Amendment to Fund Administration Servicing Agreement (adding the RPAR Risk Parity ETF) – previously filed with Post-Effective Amendment No. 14 on Form N-1A on November 22, 2019 and is incorporated herein by reference.
    (3) Third Amendment to Fund Administration Servicing Agreement (adding the SP Funds Dow Jones Global Sukuk ETF and SP Funds S&P 500 Sharia Industry Exclusions ETF) – previously filed with Post-Effective Amendment No. 16 on Form N-1A on December 16, 2019 and is incorporated herein by reference.
    (4) Fourth Amendment to Fund Administration Servicing Agreement (adding the SoFi Weekly Income ETF, the Leatherback ETFs, the Adasina Social Justice All Cap Global ETF, and the ATAC US Rotation ETF) – previously filed with Post-Effective Amendment No. 28 on Form N-1A on September 30, 2020 and is incorporated herein by reference.  
    (5) Fifth Amendment to Fund Administration Servicing Agreement (adding the Gotham Enhanced 500 ETF, SP Funds S&P Global REIT Sharia ETF, and Sound Income ETFs) – previously filed with Post-Effective Amendment No. 34 on Form N-1A on November 9, 2020 and is incorporated herein by reference.
    (6) Sixth Amendment to Fund Administration Servicing Agreement (adding the Acruence Active Hedge U.S. Equity ETF, the SoFi Weekly Dividend ETF, the SonicShares Airlines, Hotels, Cruise Lines ETF, and the American Customer Satisfaction ETF) – previously filed with Post-Effective Amendment No. 51 on Form N-1A on April 5, 2021 and is incorporated herein by reference.
    (7) Seventh Amendment to Fund Administration Servicing Agreement (adding the SoFi Smart Energy ETF, the Robinson Alternative Yield Pre-Merger SPAC ETF, the ZEGA Buy and Hedge ETF, and the ATAC Credit Rotation ETF) – previously filed with Post-Effective Amendment No. 62 on Form N-1A on June 21, 2021 and is incorporated herein by reference.  
    (8) Eighth Amendment to Fund Administration Servicing Agreement (adding the SonicShares Global Shipping ETF) – previously filed with Post-Effective Amendment No. 69 on Form N-1A on July 30, 2021 and is incorporated herein by reference.
    (9) Ninth Amendment to Fund Administration Servicing Agreement (adding the FolioBeyond Alternative Income and Interest Rate Hedge ETF f/k/a FolioBeyond Rising Rates ETF) – previously filed with Post-Effective Amendment No. 71 on Form N-1A on September 27, 2021 and is incorporated herein by reference.
    (10) Tenth Amendment to Fund Administration Servicing Agreement (adding the UPAR Ultra Risk Parity ETF) – previously filed with Post-Effective Amendment No. 82 on Form N-1A on December 29, 2021 and is incorporated herein by reference.
    (11) Eleventh Amendment to Fund Administration Servicing Agreement (adding  the Residential REIT ETF) – previously filed with Post-Effective Amendment No. 89 on Form N-1A on February 11, 2022 and is incorporated herein by reference.
    (12) Twelfth Amendment to Fund Administration Servicing Agreement (adding the Newday ETFs) – previously filed with Post-Effective Amendment No. 111 on Form N-1A on May 2, 2022 and is incorporated herein by reference.
    (13) Thirteenth Amendment to Fund Administration Servicing Agreement (adding the Ionic Inflation Protection ETF) – previously filed with Post-Effective Amendment No. 114 on Form N-1A on May 13, 2022 and is incorporated herein by reference.
    (14) Fourteenth Amendment to Fund Administration Servicing Agreement (adding the Gotham 1000 Value ETF) – previously filed with Post-Effective Amendment No. 118 on Form N-1A on June 3, 2022 and is incorporated herein by reference.
    (15) Fifteenth Amendment to Fund Administration Servicing Agreement (adding the SoFi Web 3 ETF) – previously filed with Post-Effective Amendment No. 127 on Form N-1A on June 30, 2022 and is incorporated herein by reference.
    (16) Sixteenth Amendment to Fund Administration Servicing Agreement (adding the Aztlan Global Stock Selection DM SMID ETF and the Unlimited HFND Multi-Strategy Return Tracker ETF) – previously filed with Post-Effective Amendment No. 137 on Form N-1A on August 15, 2022 and is incorporated herein by reference.
    (17) Seventeenth Amendment to Fund Administration Servicing Agreement (adding the God Bless America ETF and the ATAC Equity Leverage Rotation ETF) – previously filed with Post-Effective Amendment No. 148 on Form N-1A on September 23, 2022 and is incorporated herein by reference.
    (18) Eighteenth Amendment to Fund Administration Servicing Agreement (adding the Subversive Cannabis ETF) – previously filed with Post-Effective Amendment No. 160 on Form N-1A on December 27, 2022 and is incorporated herein by reference.
    (19) CCO Services Amendment to Fund Administration Servicing Agreement –  previously filed with Post-Effective Amendment No. 168 on Form N-1A on March 29, 2023 and is incorporated herein by reference.
    (20) Nineteenth Amendment to Fund Administration Servicing Agreement (adding the Private Real Estate Strategy via Liquid REITs ETF f/k/a Non-Traded REIT Fund Tracker ETF) – previously filed with Post-Effective Amendment No. 180 on Form N-1A on June 2, 2023 and is incorporated herein by reference.
    (21) Twentieth Amendment to Fund Administration Servicing Agreement (adding the Academy Veteran Impact ETF) – previously filed with Post-Effective Amendment No. 187 on Form N-1A on July 27, 2023 and is incorporated herein by reference.
    (22) Twenty-First Amendment to Fund Administration Servicing Agreement (adding the Gotham Short Strategies ETF, the SoFi Enhanced Yield ETF, the Unlimited ETFs, and the Aztlan North America Nearshoring Stock Selection ETF) –  previously filed with Post-Effective Amendment No. 200 on Form N-1A on November 1, 2023 and is incorporated herein by reference.
  (ii)   Fund Sub-Administration Servicing Agreement between Tidal ETF Services LLC on behalf of the Trust and U.S. Bancorp Fund Services, LLC – previously filed with Post-Effective Amendment No. 7 on Form N-1A on April 5, 2019 and is incorporated herein by reference.
    (1) First Amendment to Fund Sub-Administration Servicing Agreement (adding the SoFi ETFs) – previously filed with Post-Effective Amendment No. 7 on Form N-1A on April 5, 2019 and is incorporated herein by reference.
    (2) Second Amendment to Fund Sub-Administration Servicing Agreement (adding the RPAR Risk Parity ETF) – previously filed with Post-Effective Amendment No. 14 on Form N-1A on November 22, 2019 and is incorporated herein by reference.
    (3) Third Amendment to Fund Sub-Administration Servicing Agreement (adding the SP Funds Dow Jones Global Sukuk ETF and SP Funds S&P 500 Sharia Industry Exclusions ETF) – previously filed with Post-Effective Amendment No. 16 on Form N-1A on December 16, 2019 and is incorporated herein by reference.
    (4) Fourth Amendment to Fund Sub-Administration Servicing Agreement – previously filed with Post-Effective Amendment No. 25 on Form N-1A on August 17, 2020 and is incorporated herein by reference.
    (5) Fifth Amendment to Fund Sub-Administration Servicing Agreement (adding the SoFi Weekly Income ETF, the Leatherback ETFs, the Adasina Social Justice All Cap Global ETF, and the ATAC US Rotation ETF) – previously filed with Post-Effective Amendment No. 28 on Form N-1A on September 30, 2020 and is incorporated herein by reference.
    (6) Sixth Amendment to Fund Sub-Administration Servicing Agreement (adding the Gotham Enhanced 500 ETF) – previously filed with Post-Effective Amendment No. 34 on Form N-1A on November 9, 2020 and is incorporated herein by reference.
    (7) Seventh Amendment to Fund Sub-Administration Servicing Agreement (adding the SP Funds S&P Global REIT Sharia ETF and Sound Income ETFs) – previously filed with Post-Effective Amendment No. 40 on Form N-1A on December 23, 2020 and is incorporated herein by reference.
    (8) Eighth Amendment to Fund Sub-Administration Servicing Agreement (adding the Acruence Active Hedge U.S. Equity ETF, the SoFi Weekly Dividend ETF, the SonicShares Airlines, Hotels, Cruise Lines ETF, and the American Customer Satisfaction ETF) – previously filed with Post-Effective Amendment No. 51 on Form N-1A on April 5, 2021 and is incorporated herein by reference.
    (9) Ninth Amendment to Fund Sub-Administration Servicing Agreement (adding the SoFi Smart Energy ETF, the Robinson Alternative Yield Pre-Merger SPAC ETF, the ZEGA Buy and Hedge ETF, and the ATAC Credit Rotation ETF) – previously filed with Post-Effective Amendment No. 62 on Form N-1A on June 21, 2021 and is incorporated herein by reference.  
    (10) Tenth Amendment to Fund Sub-Administration Servicing Agreement (adding the SonicShares Global Shipping ETF) – previously filed with Post-Effective Amendment No. 69 on Form N-1A on July 30, 2021 and is incorporated herein by reference.
    (11) Eleventh Amendment to Fund Sub-Administration Servicing Agreement (adding the FolioBeyond Alternative Income and Interest Rate Hedge ETF f/k/a FolioBeyond Rising Rates ETF) – previously filed with Post-Effective Amendment No. 71 on Form N-1A on September 27, 2021 and is incorporated herein by reference.
    (12) Twelfth Amendment to Fund Sub-Administration Servicing Agreement (adding the UPAR Ultra Risk Parity ETF) – previously filed with Post-Effective Amendment No. 82 on Form N-1A on December 29, 2021 and is incorporated herein by reference.
    (13) Thirteenth Amendment to Fund Sub-Administration Servicing Agreement (adding the Residential REIT ETF) – previously filed with Post-Effective Amendment No. 89 on Form N-1A on February 11, 2022 and is incorporated herein by reference.
    (14) Fourteenth Amendment to Fund Sub-Administration Servicing Agreement (adding the Newday ETFs) – previously filed with Post-Effective Amendment No. 111 on Form N-1A on May 2, 2022 and is incorporated herein by reference.
    (15) Fifteenth Amendment to Fund Sub-Administration Servicing Agreement (adding the Ionic Inflation Protection ETF) – previously filed with Post-Effective Amendment No. 114 on Form N-1A on May 13, 2022 and is incorporated herein by reference.
    (16) Sixteenth Amendment to Fund Sub-Administration Servicing Agreement (adding the Gotham 1000 Value ETF) – previously filed with Post-Effective Amendment No. 118 on Form N-1A on June 3, 2022 and is incorporated herein by reference.
    (17) Seventeenth Amendment to Fund Sub-Administration Servicing Agreement (adding the SoFi Web 3 ETF) – previously filed with Post-Effective Amendment No. 127 on Form N-1A on June 30, 2022 and is incorporated herein by reference.
    (18) Eighteenth Amendment to Fund Sub-Administration Servicing Agreement (adding the Aztlan Global Stock Selection DM SMID ETF and the Unlimited HFND Multi-Strategy Return Tracker ETF) – previously filed with Post-Effective Amendment No. 137 on Form N-1A on August 15, 2022 and is incorporated herein by reference.
    (19) Nineteenth Amendment to Fund Sub-Administration Servicing Agreement (adding the God Bless America ETF and the ATAC Equity Leverage Rotation ETF) – previously filed with Post-Effective Amendment No. 148 on Form N-1A on September 23, 2022 and is incorporated herein by reference.
    (20) Twentieth Amendment to Fund Sub-Administration Servicing Agreement (adding the Subversive Cannabis ETF) –  previously filed with Post-Effective Amendment No. 160 on Form N-1A on December 27, 2022 and is incorporated herein by reference.
    (21) Twenty-First Amendment to Fund Sub-Administration Servicing Agreement (adding the Private Real Estate Strategy via Liquid REITs ETF f/k/a Non-Traded REIT Fund Tracker ETF) – previously filed with Post-Effective Amendment No. 180 on Form N-1A on June 2, 2023 and is incorporated herein by reference.
    (22) Twenty-Second Amendment to Fund Sub-Administration Servicing Agreement (adding the Academy Veteran Impact ETF) – previously filed with Post-Effective Amendment No. 187 on Form N-1A on July 27, 2023 and is incorporated herein by reference.
    (23) Twenty-Third Amendment to Fund Sub-Administration Servicing Agreement (adding the Gotham Short Strategies ETF, the SoFi Enhanced Yield ETF, the Unlimited ETFs, and the Aztlan North America Nearshoring Stock Selection ETF) –   previously filed
with Post-Effective Amendment No. 202 on Form N-1A on November 17, 2023 and is incorporated herein by reference.
  (iii)   Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – previously filed with Post-Effective Amendment No. 7 on Form N-1A on April 5, 2019 and is incorporated herein by reference.
    (1) First Amendment to Fund Accounting Servicing Agreement (adding the SoFi ETFs) – previously filed with Post-Effective Amendment No. 7 on Form N-1A on April 5, 2019 and is incorporated herein by reference.
    (2) Second Amendment to Fund Accounting Servicing Agreement (adding the RPAR Risk Parity ETF) – previously filed with Post-Effective Amendment No. 14 on Form N-1A on November 22, 2019 and is incorporated herein by reference.
    (3) Third Amendment to Fund Accounting Servicing Agreement (adding the SP Funds Dow Jones Global Sukuk ETF and SP Funds S&P 500 Sharia Industry Exclusions ETF) – previously filed with Post-Effective Amendment No. 16 on Form N-1A on December 16, 2019 and is incorporated herein by reference.
    (4) Fourth Amendment to Fund Accounting Servicing Agreement – previously filed with Post-Effective Amendment No. 25 on Form N-1A on August 17, 2020 and is incorporated herein by reference.
    (5) Fifth Amendment to Fund Accounting Servicing Agreement (adding the SoFi Weekly Income ETF, the Leatherback ETFs, the Adasina Social Justice All Cap Global ETF, and the ATAC US Rotation ETF) – previously filed with Post-Effective Amendment No. 28 on Form N-1A on September 30, 2020 and is incorporated herein by reference.
    (6) Sixth Amendment to Fund Accounting Servicing Agreement (adding the Gotham Enhanced 500 ETF) – previously filed with Post-Effective Amendment No. 34 on Form N-1A on November 9, 2020 and is incorporated herein by reference.
    (7) Seventh Amendment to Fund Accounting Servicing Agreement (adding the SP Funds S&P Global REIT Sharia ETF and Sound Income ETFs) – previously filed with Post-Effective Amendment No. 40 on Form N-1A on December 23, 2020 and is incorporated herein by reference.
    (8) Eighth Amendment to Fund Accounting Servicing Agreement (adding the Acruence Active Hedge U.S. Equity ETF, the SoFi Weekly Dividend ETF, the SonicShares Airlines, Hotels, and Cruise Lines ETF, and the American Customer Satisfaction ETF) – previously filed with Post-Effective Amendment No. 51 on Form N-1A on April 5, 2021 and is incorporated herein by reference.
    (9) Ninth Amendment to Fund Accounting Servicing Agreement (adding the SoFi Smart Energy ETF, the Robinson Alternative Yield Pre-Merger SPAC ETF, the ZEGA Buy and Hedge ETF, and the ATAC Credit Rotation ETF) – previously filed with Post-Effective Amendment No. 62 on Form N-1A on June 21, 2021 and is incorporated herein by reference.
    (10) Tenth Amendment to Fund Accounting Servicing Agreement (adding the SonicShares Global Shipping ETF)  previously filed with Post-Effective Amendment No. 69 on Form N-1A on July 30, 2021 and is incorporated herein by reference.
    (11) Eleventh Amendment to Fund Accounting Servicing Agreement (adding the FolioBeyond Alternative Income and Interest Rate Hedge ETF f/k/a FolioBeyond Rising Rates ETF) – previously filed with Post-Effective Amendment No. 71 on Form N-1A on September 27, 2021 and is incorporated herein by reference.
    (12) Twelfth Amendment to Fund Accounting Servicing Agreement (adding the UPAR Ultra Risk Parity ETF) – previously filed with Post-Effective Amendment No. 82 on Form N-1A on December 29, 2021 and is incorporated herein by reference.
    (13) Thirteenth Amendment to Fund Accounting Servicing Agreement (adding the Residential REIT ETF) – previously filed with Post-Effective Amendment No. 89 on Form N-1A on February 11, 2022 and is incorporated herein by reference.
    (14) Fourteenth Amendment to Fund Accounting Servicing Agreement (adding the Newday ETFs) – previously filed with Post-Effective Amendment No. 111 on Form N-1A on May 2, 2022 and is incorporated herein by reference.
    (15) Fifteenth Amendment to Fund Accounting Servicing Agreement (adding the Ionic Inflation Protection ETF) – previously filed with Post-Effective Amendment No. 114 on Form N-1A on May 13, 2022 and is incorporated herein by reference.
    (16) Sixteenth Amendment to Fund Accounting Servicing Agreement (adding the Gotham 1000 Value ETF) – previously filed with Post-Effective Amendment No. 118 on Form N-1A on June 3, 2022, and is incorporated herein by reference.
    (17) Seventeenth Amendment to Fund Accounting Servicing Agreement (adding the SoFi Web 3 ETF) – previously filed with Post-Effective Amendment No. 127 on Form N-1A on June 30, 2022 and is incorporated herein by reference.
    (18) Eighteenth Amendment to Fund Accounting Servicing Agreement (adding the Aztlan Global Stock Selection DM SMID ETF and the Unlimited HFND Multi-Strategy Return Tracker ETF) – previously filed with Post-Effective Amendment No. 137 on Form N-1A on August 15, 2022 and is incorporated herein by reference.
    (19) Nineteenth Amendment to Fund Accounting Servicing Agreement (adding the God Bless America ETF and the ATAC Equity Leverage Rotation ETF) – previously filed with Post-Effective Amendment No. 148 on Form N-1A on September 23, 2022 and is incorporated herein by reference.
    (20) Twentieth Amendment to Fund Accounting Servicing Agreement (adding the Subversive Cannabis ETF) – previously filed with Post-Effective Amendment No. 160 on Form N-1A on December 27, 2022 and incorporated herein by reference.
    (21) Twenty-First Amendment to Fund Accounting Servicing Agreement (adding the Private Real Estate Strategy via Liquid REITs ETF f/k/a Non-Traded REIT Fund Tracker ETF) –   previously filed with Post-Effective Amendment No. 180 on Form N-1A on June 2, 2023 and is incorporated herein by reference.
    (22) Twenty-Second Amendment to Fund Accounting Servicing Agreement (adding the Academy Veteran Impact ETF) – previously filed with Post-Effective Amendment No. 187 on Form N-1A on July 27, 2023 and is incorporated herein by reference.
    (23) Twenty-Third Amendment to Fund Accounting Servicing Agreement (adding the Gotham Short Strategies ETF, the SoFi Enhanced Yield ETF, the Unlimited ETFs, and the Aztlan North America Nearshoring Stock Selection ETF) –   previously filed with Post-Effective
Amendment No. 200 on Form N-1A on November 17, 2023 and is incorporated herein by reference.
  (iv)   Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – previously filed with Post-Effective Amendment No. 7 on Form N-1A on April 5, 2019 and is incorporated herein by reference.
    (1) First Amendment to Transfer Agent Servicing Agreement (adding the SoFi ETFs) – previously filed with Post-Effective Amendment No. 7 on Form N-1A on April 5, 2019 and is incorporated herein by reference.
    (2) Second Amendment to Transfer Agent Servicing Agreement (adding the RPAR Risk Parity ETF) – previously filed with Post-Effective Amendment No. 14 on Form N-1A on November 22, 2019 and is incorporated herein by reference.
    (3) Third Amendment to Transfer Agent Servicing Agreement (adding the SP Funds Dow Jones Global Sukuk ETF and SP Funds S&P 500 Sharia Industry Exclusions ETF) – previously filed with Post-Effective Amendment No. 16 on Form N-1A on December 16, 2019 and is incorporated herein by reference.
    (4) Fourth Amendment to Transfer Agent Servicing Agreement – previously filed with Post-Effective Amendment No. 25 on Form N-1A on August 17, 2020 and is incorporated herein by reference.
    (5) Fifth Amendment to Transfer Agent Servicing Agreement (adding the SoFi Weekly Income ETF, the Leatherback ETFs, the Adasina Social Justice All Cap Global ETF, and the ATAC US Rotation ETF) – previously filed with Post-Effective Amendment No. 28 on Form N-1A on September 30, 2020 and is incorporated herein by reference.
    (6) Sixth Amendment to Transfer Agent Servicing Agreement (adding the Gotham Enhanced 500 ETF) – previously filed with Post-Effective Amendment No. 34 on Form N-1A on November 9, 2020 and is incorporated herein by reference.
    (7) Seventh Amendment to Transfer Agent Servicing Agreement (adding the SP Funds S&P Global REIT Sharia ETF and Sound Income ETFs) – previously filed with Post-Effective Amendment No. 40 on Form N-1A on December 23, 2020 and is incorporated herein by reference.
    (8) Eighth Amendment to Transfer Agent Servicing Agreement (adding the Acruence Active Hedge U.S. Equity ETF, the SoFi Weekly Dividend ETF, the SonicShares Airlines, Hotels, Cruise Lines ETF, and the American Customer Satisfaction ETF) – previously filed with Post-Effective Amendment No. 51 on Form N-1A on April 5, 2021 and is incorporated herein by reference.
    (9) Ninth Amendment to Transfer Agent Servicing Agreement (adding the SoFi Smart Energy ETF, the Robinson Alternative Yield Pre-Merger SPAC ETF, the ZEGA Buy and Hedge ETF, and the ATAC Credit Rotation ETF) – previously filed with Post-Effective Amendment No. 62 on Form N-1A on June 21, 2021 and is incorporated herein by reference.
    (10) Tenth Amendment to Transfer Agent Servicing Agreement (adding the SonicShares Global Shipping ETF)  – previously filed with Post-Effective Amendment No. 69 on Form N-1A on July 30, 2021 and is incorporated herein by reference.
    (11) Eleventh Amendment to Transfer Agent Servicing Agreement (adding the FolioBeyond Alternative Income and Interest Rate Hedge ETF f/k/a FolioBeyond Rising Rates ETF) – previously filed with Post-Effective Amendment No. 71 on Form N-1A on September 27, 2021 and is incorporated herein by reference.
    (12) Twelfth Amendment to Transfer Agent Servicing Agreement (adding the UPAR Ultra Risk Parity ETF) – previously filed with Post-Effective Amendment No. 82 on Form N-1A on December 29, 2021 and is incorporated herein by reference.
    (13) Thirteenth Amendment to Transfer Agent Servicing Agreement (adding the Residential REIT ETF) – previously filed with Post-Effective Amendment No. 89 on Form N-1A on February 11, 2022 and is incorporated herein by reference.
    (14) Fourteenth Amendment to Transfer Agent Servicing Agreement (adding the Newday ETFs) – previously filed with Post-Effective Amendment No. 111 on Form N-1A on May 2, 2022 and is incorporated herein by reference.
    (15) Fifteenth Amendment to Transfer Agent Servicing Agreement (adding the Ionic Inflation Protection ETF) – previously filed with Post-Effective Amendment No. 114 on Form N-1A on May 13, 2022 and is incorporated herein by reference.
    (16) Sixteenth Amendment to Transfer Agent Servicing Agreement (adding the Gotham 1000 Value ETF) – previously filed with Post-Effective Amendment No. 118 on Form N-1A on June 3, 2022, and is incorporated herein by reference.
    (17) Seventeenth Amendment to Transfer Agent Servicing Agreement (adding the SoFi Web 3 ETF) – previously filed with Post-Effective Amendment No. 127 on Form N-1A on June 30, 2022 and is incorporated herein by reference.
    (18) Eighteenth Amendment to Transfer Agent Servicing Agreement (adding the Aztlan Global Stock Selection DM SMID ETF and the Unlimited HFND Multi-Strategy Return Tracker ETF) – previously filed with Post-Effective Amendment No. 137 on Form N-1A on August 15, 2022 and is incorporated herein by reference.
    (19) Nineteenth Amendment to Transfer Agent Servicing Agreement (adding the God Bless America ETF and the ATAC Equity Leverage Rotation ETF) – previously filed with Post-Effective Amendment No. 148 on Form N-1A on September 23, 2022 and is incorporated herein by reference.
    (20) Twentieth Amendment to Transfer Agent Servicing Agreement (adding the Subversive Cannabis ETF) – previously filed with Post-Effective Amendment No. 160 on Form N-1A on December 27, 2022 and incorporated herein by reference.
    (21) Twenty-First Amendment to Transfer Agent Servicing Agreement (adding the Private Real Estate Strategy via Liquid REITs ETF f/k/a Non-Traded REIT Fund Tracker ETF) – previously filed with Post-Effective Amendment No. 180 on Form N-1A on June 2, 2023 and is incorporated herein by reference.
    (22) Twenty-Second Amendment to Transfer Agent Servicing Agreement (adding the Academy Veteran Impact ETF) – previously filed with Post-Effective Amendment No. 187 on Form N-1A on July 27, 2023 and is incorporated herein by reference.
    (23) Twenty-Third Amendment to Transfer Agent Servicing Agreement (adding the Gotham Short Strategies ETF, the SoFi Enhanced Yield ETF, the Unlimited ETFs, and the Aztlan North America Nearshoring Stock Selection ETF) –  previously filed with Post-Effective
Amendment No. 200 on Form N-1A on November 17, 2023 and is incorporated herein by reference.
  (v)   Powers of Attorney – previously filed with Post-Effective Amendment No. 194 to the Trust’s Registration Statement on Form N-1A on September 11, 2023 and is incorporated herein by reference.
  (vi)   Fee Waiver Agreement between the Trust (on behalf of the SoFi Select 500 ETF and SoFi Next 500 ETF) and Toroso – previously filed with Post-Effective Amendment No. 7 to the Trust’s Registration Statement on Form N-1A on April 5, 2019 and is incorporated herein by reference.
  (vii)   Fee Waiver Agreement between the Trust (on behalf of RPAR Risk Parity ETF) and Toroso – previously filed with Post-Effective Amendment No. 172 to the Trust’s Registration Statement on Form N-1A on April 28, 2023 and is incorporated herein by reference.
  (viii)   Fee Waiver Agreement between the Trust (on behalf of the UPAR Ultra Risk Parity ETF) and Toroso – previously filed with Post-Effective Amendment No. 172 to the Trust’s Registration Statement on Form N-1A on April 28, 2023 and is incorporated herein by reference.
  (ix)   Fee Waiver Agreement between the Trust (on behalf of the ATAC US Rotation ETF) and Toroso – previously filed with Post-Effective Amendment No. 35 to the Trust’s Registration Statement on Form N-1A on November 13, 2020 and is incorporated herein by reference.
  (x)   Fee Waiver Agreement between the Trust (on behalf of the ATAC Credit Rotation ETF) and Toroso – previously filed with Post-Effective Amendment No. 66 to the Trust’s Registration Statement on Form N-1A on July 14, 2021 and is incorporated herein by reference.
  (xi)   Fee Waiver Agreement between the Trust (on behalf of the Gotham Enhanced 500 ETF) and Toroso – previously filed with Post-Effective Amendment No. 34 to the Trust’s Registration Statement on Form N-1A on November 9, 2020 and is incorporated herein by reference.
  (xii)   Fee Waiver Agreement between the Trust (on behalf of the Gotham 1000 Value ETF) and Toroso – previously filed with Post-Effective Amendment No. 118 to the Trust’s Registration Statement on Form N-1A on June 3, 2022 and is incorporated herein by reference.
  (xiii)   Fee Waiver Agreement between the Trust (on behalf of the Robinson Alternative Yield Pre-Merger SPAC ETF) and Toroso – previously filed with Post-Effective Amendment No. 190 to the Trust’s Registration Statement on Form N-1A on August 25, 2023 and is incorporated herein by reference.
  (xiv)   Fee Waiver Agreement between the Trust (on behalf of the ATAC Equity Leverage Rotation ETF) and Toroso – previously filed with Post-Effective Amendment No. 157 to the Trust’s Registration Statement on Form N-1A on December 13, 2022 and is incorporated herein by reference.
  (xv)   Rule 12d1-4 Fund of Funds Investment Agreement between the Trust (on behalf of Gotham Enhanced 500 ETF) and FundVantage Trust – previously filed with Post-Effective Amendment No. 55 to the Trust’s Registration Statement on Form N-1A on May 5, 2021 and is incorporated herein by reference.
    (1) Amendment to the Rule 12d1-4 Fund of Funds Investment Agreement between the Trust and FundVantage Trust (to add the Gotham 1000 Value ETF) – previously filed with Post-Effective Amendment No. 168 to the Trust’s Registration Statement on Form N-1A on March 29, 2023 and is incorporated herein by reference.
  (xvi)   Rule 12d1-4 Fund of Funds Investment Agreement between the Trust (on behalf of each series of the Trust) and VanEck ETF Trust – previously filed with Post-Effective Amendment No. 159 to the Trust’s Registration Statement on Form N-1A on December 21, 2022 and is incorporated herein by reference.
  (xvii)   Rule 12d1-4 Fund of Funds Investment Agreement between the Trust (on behalf of certain series of the Trust) and Vanguard Funds – previously filed with Post-Effective Amendment No. 159 to the Trust’s Registration Statement on Form N-1A on December 21, 2022 and is incorporated herein by reference.
  (xviii)   Rule 12d1-4 Fund of Funds Investment Agreement between the Trust (on behalf of ATAC Credit Rotation ETF and ATAC US Rotation ETF) and PIMCO ETF Trust and PIMCO Equity Series – previously filed with Post-Effective Amendment No. 159 to the Trust’s Registration Statement on Form N-1A on December 21, 2022 and is incorporated herein by reference.
    (1) Amendment to the Rule 12d1-4 Fund of Funds Investment Agreement between the Trust (on behalf of certain series of the Trust) and PIMCO ETF Trust and PIMCO Equity Series –  previously filed with Post-Effective Amendment No. 159 to the Trust’s Registration Statement on Form N-1A on December 21, 2022 and is incorporated herein by reference.
  (xix)   Rule 12d1-4 Fund of Funds Investment Agreement between the Trust (on behalf of certain series of the Trust) and ProShares Trust – previously filed with Post-Effective Amendment No. 159 to the Trust’s Registration Statement on Form N-1A on December 21, 2022 and is incorporated herein by reference.
  (xx)   Rule 12d1-4 Fund of Funds Investment Agreement between the Trust (on behalf of certain series of the Trust) and Direxion Shares ETF Trust –  previously filed with Post-Effective Amendment No. 159 to the Trust’s Registration Statement on Form N-1A on December 21, 2022 and is incorporated herein by reference.
  (xxi)   Rule 12d1-4 Fund of Funds Investment Agreement between the Trust (on behalf of each series of the Trust) and Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust – previously filed with Post-Effective Amendment No. 159 to the Trust’s Registration Statement on Form N-1A on December 21, 2022 and is incorporated herein by reference.
  (xxii)   Rule 12d1-4 Fund of Funds Investment Agreement between the Trust (on behalf of each series of the Trust) and abrdn Inc. (on behalf of each series) –  previously filed with Post-Effective Amendment No. 159 to the Trust’s Registration Statement on Form N-1A on December 21, 2022 and is incorporated herein by reference.
  (xxiii)   Rule 12d1-4 Fund of Funds Investment  Agreement between the Trust (on behalf of ATAC Credit Rotation ETF and ATAC US Rotation ETF) and Schwab Strategic Trust (on behalf of each series) – previously filed with Post-Effective Amendment No. 159 to the Trust’s Registration Statement on Form N-1A on December 21, 2022 and is incorporated herein by reference.
  (xxiv)   Rule 12d1-4 Fund of Funds Investment Agreement between the Trust (on behalf of each series of the Trust) and The Select Sector SPDR Trust – previously filed with Post-Effective Amendment No. 168 to the Trust’s Registration Statement on Form N-1A on March 29, 2023 and is incorporated herein by reference.
  (xxv)   Rule 12d1-4 Fund of Funds Investment Agreement between the Trust (on behalf of certain series of the Trust) and SPDR Series Trust, SPDR Index Shares Funds, and SSGA Active Trust – previously filed with Post-Effective Amendment No. 168 to the Trust’s Registration Statement on Form N-1A on March 29, 2023 and is incorporated herein by reference.
  (xxvi)   Rule 12d1-4 Fund of Funds Investment Agreement between the Trust (on behalf of each series of the Trust) and BlackRock ETF Trust, BlackRock ETF Trust II, iShares Trust, iShares Inc. and iShares U.S. ETF Trust – previously filed with Post-Effective Amendment No. 168 to the Trust’s Registration Statement on Form N-1A on March 29, 2023 and is incorporated herein by reference.
(i)      
  (i)   Opinion and Consent of Counsel (for the SoFi ETFs) – previously filed with Post-Effective Amendment No. 7 to the Trust’s Registration Statement on Form N-1A on April 5, 2019 and is incorporated herein by reference.
  (ii)   Opinion and Consent of Counsel (for the RPAR Risk Parity ETF) – previously filed with Post-Effective Amendment No. 14 to the Trust’s Registration Statement on Form N-1A on November 22, 2019 and is incorporated herein by reference.
  (iii)   Opinion and Consent of Counsel (for the SP Funds Dow Jones Global Sukuk ETF and SP Funds S&P 500 Sharia Industry Exclusions ETF) – previously filed with Post-Effective Amendment No. 16 to the Trust’s Registration Statement on Form N-1A on December 16, 2019 and is incorporated herein by reference.
  (iv)   Opinion and Consent of Counsel (for the SoFi Weekly Income ETF) – previously filed with Post-Effective Amendment No. 28 to the Trust’s Registration Statement on Form N-1A on September 30, 2020 and is incorporated herein by reference.
  (v)   Opinion and Consent of Counsel (for the Leatherback ETFs) – previously filed with Post-Effective Amendment No. 29 to the Trust’s Registration Statement on Form N-1A on October 9, 2020 and is incorporated herein by reference.
  (vi)   Opinion and Consent of Counsel (for the Adasina Social Justice All Cap Global ETF) – previously filed with Post-Effective Amendment No. 39 to the Trust’s Registration Statement on Form N-1A on December 7, 2020 and is incorporated herein by reference.
  (vii)   Opinion and Consent of Counsel (for the Gotham Enhanced 500 ETF) – previously filed with Post-Effective Amendment No. 34 to the Trust’s Registration Statement on Form N-1A on November 9, 2020 and is incorporated herein by reference.
  (viii)   Opinion and Consent of Counsel (for the ATAC US Rotation ETF) – previously filed with Post-Effective Amendment No. 35 to the Trust’s Registration Statement on Form N-1A on November 13, 2020 and is incorporated herein by reference.
  (ix)   Opinion and Consent of Counsel (for the SP Funds S&P Global REIT Sharia ETF) – previously filed with Post-Effective Amendment No. 40 on Form N-1A to the Trust’s Registration Statement on December 23, 2020 and is incorporated herein by reference.
  (x)   Opinion and Consent of Counsel (for the Sound Income ETFs) – previously filed with Post-Effective Amendment No. 41 to the Trust’s Registration Statement on Form N-1A on December 29, 2020 and is incorporated herein by reference.
  (xi)   Opinion and Consent of Counsel (for the Acruence Active Hedge U.S. Equity ETF) – previously filed with Post-Effective Amendment No. 51 to the Trust’s Registration Statement on Form N-1A on April 5, 2021 and is incorporated herein by reference.
  (xii)   Opinion and Consent of Counsel (for the SoFi Weekly Dividend ETF) – previously filed with Post-Effective Amendment No. 55 to the Trust’s Registration Statement on Form N-1A on May 5, 2021 and is incorporated herein by reference.
  (xiii)   Opinion and Consent of Counsel (for the American Customer Satisfaction ETF) – previously filed with Post-Effective Amendment No. 59 to the Trust’s Registration Statement on Form N-1A on May 21, 2021 and is incorporated herein by reference.
  (xiv)   Opinion and Consent of Counsel (for the SoFi Smart Energy ETF) – previously filed with Post-Effective Amendment No. 67 to the Trust’s Registration Statement on Form N-1A on July 14, 2021 and is incorporated herein by reference.
  (xv)   Opinion and Consent of Counsel (for the Robinson Alternative Yield Pre-Merger SPAC ETF) – previously filed with Post-Effective Amendment No. 62 to the Trust’s Registration Statement on Form N-1A on June 21, 2021 and is incorporated herein by reference.
  (xvi)   Opinion and Consent of Counsel (for the ZEGA Buy and Hedge ETF) – previously filed with Post-Effective Amendment No. 64 to the Trust’s Registration Statement on Form N-1A on June 23, 2021 and is incorporated herein by reference.
  (xvii)   Opinion and Consent of Counsel (for the ATAC Credit Rotation ETF) – previously filed with Post-Effective Amendment No. 66 to the Trust’s Registration Statement on Form N-1A on July 14, 2021 and is incorporated herein by reference.
  (xviii)   Opinion and Consent of Counsel (for the SonicShares Global Shipping ETF) – previously filed with Post-Effective Amendment No. 69 to the Trust’s Registration Statement on Form N-1A on July 30, 2021 and is incorporated herein by reference.
  (xix)   Opinion and Consent of Counsel (for the FolioBeyond Alternative Income and Interest Rate Hedge ETF f/k/a FolioBeyond Rising Rates ETF) – previously filed with Post-Effective Amendment No. 71 to the Trust’s Registration Statement on Form N-1A on September 27, 2021 and is incorporated herein by reference.
  (xx)   Opinion and Consent of Counsel (for the UPAR Ultra Risk Parity ETF) – previously filed with Post-Effective Amendment No. 82 to the Trust’s Registration Statement on Form N-1A on December 29, 2021 and is incorporated herein by reference.
  (xxi)   Opinion and Consent of Counsel (for the Residential REIT ETF) – previously filed with Post-Effective Amendment No. 89 to the Trust’s Registration Statement on Form N-1A on February 11, 2022 and is incorporated herein by reference.
  (xxii)   Opinion and Consent of Counsel (for the Newday ETFs) – previously filed with Post-Effective Amendment No. 111 to the Trust’s Registration Statement on Form N-1A on May 2, 2022 and is incorporated herein by reference.
  (xxiii)   Opinion and Consent of Counsel (for the Ionic Inflation Protection ETF) – previously filed with Post-Effective Amendment No. 119 to the Trust’s Registration Statement on Form N-1A on June 10, 2022 and is incorporated herein by reference.
  (xxiv)   Opinion and Consent of Counsel (for the Gotham 1000 Value ETF) – previously filed with Post-Effective Amendment No. 118 to the Trust’s Registration Statement on Form N-1A on June 3, 2022 and is incorporated herein by reference.
  (xxv)   Opinion and Consent of Counsel (for the SoFi Web 3 ETF) – previously filed with Post-Effective Amendment No. 127 to the Trust’s Registration Statement on Form N-1A on June 30, 2022 and is incorporated herein by reference.
  (xxvi)   Opinion and Consent of Counsel (for the Aztlan Global Stock Selection DM SMID ETF) – previously filed with Post-Effective Amendment No. 137 to the Trust’s Registration Statement on Form N-1A on August 15, 2022 and is incorporated herein by reference.
  (xxvii)   Opinion and Consent of Counsel (for the Unlimited HFND Multi-Strategy Return Tracker ETF) – previously filed with Post-Effective Amendment No. 149 to the Trust’s Registration Statement on Form N-1A on September 26, 2022 and is incorporated herein by reference.
  (xxviii)   Opinion and Consent of Counsel (for the God Bless America ETF) – previously filed with Post-Effective Amendment No. 148 to the Trust’s Registration Statement on Form N-1A on September 23, 2022 and is incorporated herein by reference.
  (xxix)   Opinion and Consent of Counsel – Godfrey & Kahn, S.C. (for the Subversive Cannabis ETF) –  previously filed with Post-Effective Amendment No. 160 to the Trust’s Registration Statement on Form N-1A on December 27, 2022 and incorporated herein by reference.
  (xxx)   Opinion and Consent of Counsel – Seyfarth Shaw LLP (for the Subversive Cannabis ETF) –  previously filed with Post-Effective Amendment No. 160 to the Trust’s Registration Statement on Form N-1A on December 27, 2022 and incorporated herein by reference.
  (xxxi)   Opinion and Consent of Counsel (for the ATAC Equity Leverage Rotation ETF) – previously filed with Post-Effective Amendment No. 157 to the Trust’s Registration Statement on Form N-1A on December 13, 2022 and is incorporated herein by reference.
  (xxxii)   Opinion and Consent of Counsel (for the Private Real Estate Strategy via Liquid REITs ETF) – previously filed with Post-Effective Amendment No. 180 to the Trust’s Registration Statement on Form N-1A on June 2, 2023 and is incorporated herein by reference.
  (xxxiii)   Opinion and Consent of Counsel (for the Academy Veteran Impact ETF) – previously filed with Post-Effective Amendment No. 187 to the Trust’s Registration Statement on Form N-1A on July 27, 2023 and is incorporated herein by reference.
  (xxxiv)   Opinion and Consent of Counsel (for the Gotham Short Strategies ETF) –  previously filed with Post-Effective Amendment No. 200 on Form N-1A on November 1, 2023 and is incorporated herein by reference.
  (xxxv)   Opinion and Consent of Counsel (for the Unlimited ETFs) – previously filed with Post-Effective Amendment No. 202 on Form
N-1A on November 17, 2023 and is incorporated herein by reference.
  (xxxvi)   Opinion and Consent of Counsel (for the SoFi Enhanced Yield ETF) – previously filed with Post-Effective Amendment No. 201 on Form N-1A on November 9, 2023 and is incorporated herein by reference..
  (xxxvii)   Opinion
and Consent of Counsel (for the Aztlan North America Nearshoring Stock Selection ETF)
filed
herewith.
(j)     Consent of Independent Registered Accounting Firm – Not applicable.
(k)     Not applicable.
(l) (i)   Subscription Agreement – previously filed with Pre-Effective Amendment No. 1 to the Trust’s Registration Statement on Form N-1A on December 21, 2018 and is incorporated herein by reference.
  (ii)   Letter of Representations between the Trust and Depository Trust Company – previously filed with Pre-Effective Amendment No. 1 to the Trust’s Registration Statement on Form N-1A on December 21, 2018 and is incorporated herein by reference.
(m)     Amended and Restated Distribution (Rule 12b-1) Plan – previously filed with Post-Effective Amendment No. 200 to the Trust’s Registration Statement on Form N-1A on November 1, 2023 and is incorporated herein by reference.
(n)     Not applicable.
(o)     Reserved.
(p) (i)   Code of Ethics for Tidal ETF Trust – previously filed with Pre-Effective Amendment No. 1 to the Trust’s Registration Statement on Form N-1A on December 21, 2018 and is incorporated herein by reference.
  (ii)   Code of Ethics for Toroso – previously filed with Post-Effective Amendment No. 194 on Form N-1A on September 11, 2023 and is incorporated herein by reference.
  (iii)   Code of Ethics for Distributor  not applicable per Rule 17j-1(c)(3).
  (iv)   Code of Ethics for ShariaPortfolio, Inc. – previously filed with Post-Effective Amendment No. 28 on Form N-1A on September 30, 2020 and is incorporated herein by reference.
  (v)   Code of Ethics for Income Research + Management  – previously filed with Post-Effective Amendment No. 159 on Form N-1A on December 21, 2022 and is incorporated herein by reference.
  (vi)   Code of Ethics for Leatherback Asset Management, LLC – previously filed with Post-Effective Amendment No. 159 on Form N-1A on December 21, 2022 and is incorporated herein by reference.
  (vii)   Code of Ethics for Adasina – previously filed with Post-Effective Amendment No. 39 on Form N-1A on December 7, 2020 and is incorporated herein by reference.
  (viii)   Code of Ethics for Gotham – previously filed with Post-Effective Amendment No. 183 on Form N-1A on June 27, 2023 and is incorporated herein by reference.
  (ix)   Code of Ethics for Sound Income Strategies, LLC – previously filed with Post-Effective Amendment No. 169 on Form N-1A on March 30, 2023 and is incorporated herein by reference.
  (x)   Code of Ethics for Acruence Capital, LLC – previously filed with Post-Effective Amendment No. 51 on Form N-1A on April 5, 2021 and is incorporated herein by reference.
  (xi)   Code of Ethics for Robinson Capital Management, LLC – previously filed with Post-Effective Amendment No. 62 on Form N-1A on June 21, 2021 and is incorporated herein by reference.  
  (xii)   Code of Ethics for ZEGA Financial, LLC  – previously filed with Post-Effective Amendment No. 159 on Form N-1A on December 21, 2022 and is incorporated herein by reference.
  (xiii)   Code of Ethics for FolioBeyond, LLC – previously filed with Post-Effective Amendment No. 71 on Form N-1A on September 27, 2021 and is incorporated herein by reference.
  (xiv)   Code of Ethics for Armada ETF Advisors LLC  –  previously filed with Post-Effective Amendment No. 159 on Form N-1A on December 21, 2022 and is incorporated herein by reference.
  (xv)   Code of Ethics for Newday Funds, Inc. – previously filed with Post-Effective Amendment No. 111 on Form N-1A on May 2, 2022 and is incorporated herein by reference.
  (xvi)   Code of Ethics for Ionic Capital Management LLC – previously filed with Post-Effective Amendment No. 119 on Form N-1A on June 10, 2022 and is incorporated herein by reference.
  (xvii)   Code of Ethics for Unlimited Funds Inc. – previously filed with Post-Effective Amendment No. 192 to the Trust’s Registration Statement on Form N-1A on August 25, 2023 and is incorporated herein by reference.
  (xviii)   Code of Ethics for Curran Financial Partners, LLC – previously filed with Post-Effective Amendment No. 192 to the Trust’s Registration Statement on Form N-1A on August 25, 2023 and is incorporated herein by reference.
  (xix)   Code of Ethics for Subversive Capital Advisor LLC – previously filed with Post-Effective Amendment No. 160 on Form N-1A on December 27, 2022 and is incorporated herein by reference.
  (xx)   Code of Ethics for Academy Asset Management – previously filed with Post-Effective Amendment No. 187 on Form N-1A on July 27, 2023 and is incorporated herein by reference.

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

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

Item 30. Indemnification

Every person who is, has been, or becomes
a Trustee or officer of the Trust (hereinafter referred to as a Covered Person) shall be indemnified by the Trust to the fullest
extent permitted by law against any and all liabilities and expenses reasonably incurred or paid by them in connection with the
defense of any proceeding in which they become involved as a party or otherwise by virtue of their being or having been such a
Trustee or officer, and against amounts paid or incurred by them in the settlement thereof. Every person who is, has been, or becomes
an agent of the Trust may, upon due approval of the Trustees (including a majority of the Trustees who are not interested persons
of the Trust), be indemnified by the Trust, to the fullest extent permitted by law, against any and all liabilities and expenses
reasonably incurred or paid by them in connection with the defense of any proceeding in which they become involved as a party or
otherwise by virtue of their being or having been an agent, and against amounts paid or incurred by him in the settlement thereof.
Every Person who is serving or has served at the request of the Trust as a director, officer, partner, trustee, employee, agent
or fiduciary of another domestic or foreign corporation, partnership, joint venture, trust, other enterprise or employee benefit
plan (Other Position) and who was or is a party or is threatened to be made a party to any proceeding by reason of alleged acts
or omissions while acting within the scope of his or her service in such Other Position, may, upon due approval of the Trustees
(including a majority of the Trustees who are not interested persons of the Trust), be indemnified by the Trust, to the fullest
extent permitted by law, against any and all liabilities and expenses reasonably incurred or paid by them in connection with the
defense of any proceeding in which they become involved as a party or otherwise by virtue of their being or having held such Other
Position, and against amounts paid or incurred by them in the settlement thereof. 

The Trust shall indemnify each Covered
Person who was or is a party or is threatened to be made a party to any proceeding, by reason of alleged acts or omissions within
the scope of their service as a Covered Person, against judgments, fines, penalties, settlements and reasonable expenses (including
attorneys fees) actually incurred by them in connection with such proceeding to the maximum extent consistent with state law and
the Investment Company Act of 1940, as amended.

No indemnification shall be provided to
any person who shall have been adjudicated by a court or body before which the proceeding was brought: (i) to be liable to the
Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved
in the conduct of their office, or (ii) not to have acted in good faith in the reasonable belief that his action was in the best
interest of the Trust.

Insofar as indemnification for liability
arising under the Securities Act of 1933, as amended, 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 U.S. Securities
and Exchange Commission (SEC) such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, 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 in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.

Item 31. Business and Other Connections
of Investment Adviser

This Item incorporates by reference the
investment advisers Uniform Application for Investment Adviser Registration (Form ADV) currently on file with the SEC, as listed
below. The Form ADV may be obtained, free of charge, at the SECs website at www.adviserinfo.sec.gov. Additional information as
to any other business, profession, vocation or employment of a substantial nature engaged in by each officer and director of the
below-listed investment advisers is included in the Trusts Statement of Additional Information.   

Investment Adviser SEC File No.
Tidal Investments LLC (f/k/a Toroso Investments, LLC) 801-76857
Investment Sub-Advisers SEC File No.
Income Research + Management 801-29482
Leatherback Asset Management, LLC 801-119407
Robasciotti & Associates, Inc., d/b/a Adasina Social Capital 801-113385
Gotham Asset Management, LLC 801-69960
ShariaPortfolio, Inc. 801-80652
Sound Income Strategies, LLC 801-80425
Acruence Capital, LLC 801-119919
Robinson Capital Management, LLC 801-77378
ZEGA Financial, LLC 801-78723
FolioBeyond, LLC 801-113952
Armada ETF Advisors LLC 801-123057
Newday Funds, Inc. 801-112212
Ionic Capital Management LLC 801-72188
Unlimited Funds, Inc. 801-126421
Curran Financial Partners, LLC 801-119322
Subversive Capital Advisor LLC 801-122355
Academy Asset Management, LLC, d/b/a Academy Asset Management 801-125719
Item 32. Foreside Fund Services, LLC
Item 32(a) Foreside Fund Services, LLC (the Distributor) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:
1. AB Active ETFs, Inc.
2. ABS Long/Short Strategies Fund
3. Absolute Shares Trust
4. Adaptive Core ETF, Series of Collaborative Investment Series Trust
5. AdvisorShares Trust
6. AFA Multi-Manager Credit Fund
7. AGF Investments Trust
8. AIM ETF Products Trust
9. Alexis Practical Tactical ETF, Series of Listed Funds Trust
10. Alpha Intelligent Large Cap Growth ETF, Series of Listed Funds Trust
11. Alpha Intelligent Large Cap Value ETF, Series of Listed Funds Trust
12. AlphaCentric Prime Meridian Income Fund
13. American Century ETF Trust
14. Amplify ETF Trust
15. Applied Finance Core Fund, Series of World Funds Trust
16. Applied Finance Explorer Fund, Series of World Funds Trust
17. Applied Finance Select Fund, Series of World Funds Trust
18. ARK ETF Trust
19. ASYMmetric ETFs Trust
20. B.A.D. ETF, Series of Listed Funds Trust
21. Bitwise Funds Trust
22. Bluestone Community Development Fund
23. BondBloxx ETF Trust
24. Bramshill Multi-Strategy Income Fund, Series of Investment Managers Series Trust
25. Bridgeway Funds, Inc.
26. Brinker Capital Destinations Trust
27. Brookfield Real Assets Income Fund Inc.
28. Build Funds Trust
29. Calamos Convertible and High Income Fund
30. Calamos Convertible Opportunities and Income Fund
31. Calamos Dynamic Convertible and Income Fund
32. Calamos Global Dynamic Income Fund
33. Calamos Global Total Return Fund
34. Calamos Strategic Total Return Fund
35. Carlyle Tactical Private Credit Fund
36. Cboe Vest Bitcoin Strategy Managed Volatility Fund, Series of World Funds Trust
37. Cboe Vest S&P 500 Dividend Aristocrats Target Income Fund, Series of World Funds Trust
38. Cboe Vest US Large Cap 10% Buffer Strategies Fund, Series of World Funds Trust
39. Cboe Vest US Large Cap 10% Buffer VI Fund, Series of World Funds Trust
40. Cboe Vest US Large Cap 20% Buffer Strategies Fund, Series of World Funds Trust
41. Cboe Vest US Large Cap 20% Buffer VI Fund, Series of World Funds Trust
42. Center Coast Brookfield MLP & Energy Infrastructure Fund
43. Changebridge Capital Long/Short ETF, Series of Listed Funds Trust
44. Changebridge Capital Sustainable Equity ETF, Series of Listed Funds Trust
45. Clifford Capital Focused Small Cap Value Fund, Series of World Funds Trust
46. Clifford Capital International Value Fund, Series of World Funds Trust
47. Clifford Capital Partners Fund, Series of World Funds Trust
48. Cliffwater Corporate Lending Fund
49. Cliffwater Enhanced Lending Fund
50. Cohen & Steers Infrastructure Fund, Inc.
51. Convergence Long/Short Equity ETF, Series of Trust for Professional Managers
52. CornerCap Small-Cap Value Fund, Series of Managed Portfolio Series
53. CrossingBridge Pre-Merger SPAC ETF, Series of Trust for Professional Managers
54. Curasset Capital Management Core Bond Fund, Series of World Funds Trust
55. Curasset Capital Management Limited Term Income Fund, Series of World Funds Trust
56. Davis Fundamental ETF Trust
57. Defiance Daily Short Digitizing the Economy ETF, Series of ETF Series Solutions
58. Defiance Digital Revolution ETF, Series of ETF Series Solutions
59. Defiance Hotel, Airline, and Cruise ETF, Series of ETF Series Solutions
60. Defiance Next Gen Connectivity ETF, Series of ETF Series Solutions
61. Defiance Next Gen H2 ETF, Series of ETF Series Solutions
62. Defiance Quantum ETF, Series of ETF Series Solutions
63. Direxion Shares ETF Trust
64. Dividend Performers ETF, Series of Listed Funds Trust
65. Dodge & Cox Funds
66. DoubleLine ETF Trust
67. DoubleLine Opportunistic Credit Fund
68. DoubleLine Yield Opportunities Fund
69. Eaton Vance NextShares Trust
70. Eaton Vance NextShares Trust II
71. EIP Investment Trust
72. Ellington Income Opportunities Fund
73. Esoterica Thematic ETF Trust
74. ETF Opportunities Trust
75. Evanston Alternative Opportunities Fund
76. Exchange Listed Funds Trust
77. Fiera Capital Series Trust
78. FlexShares Trust
79. Forum Funds
80. Forum Funds II
81. Goose Hollow Tactical Allocation ETF, Series of Collaborative Investment Series Trust
82. Grayscale Future of Finance ETF, Series of ETF Series Solutions
83. Grizzle Growth ETF, Series of Listed Funds Trust
84. Guinness Atkinson Funds
85. Harbor ETF Trust
86. Horizon Kinetics Blockchain Development ETF, Series of Listed Funds Trust
87. Horizon Kinetics Inflation Beneficiaries ETF, Series of Listed Funds Trust
88. IDX Funds
89. Innovator ETFs Trust
90. Ironwood Institutional Multi-Strategy Fund LLC
91. Ironwood Multi-Strategy Fund LLC
92. John Hancock Exchange-Traded Fund Trust
93. Kelly Strategic ETF Trust
94. LDR Real Estate Value-Opportunity Fund, Series of World Funds Trust
95. LifeGoal Conservative Wealth Builder ETF, Series of Northern Lights Fund Trust II
96. LifeGoal Home Down Payment ETF, Series of Northern Lights Fund Trust II
97. LifeGoal Wealth Builder ETF, Series of Northern Lights Fund Trust II
98. Mairs & Power Balanced Fund, Series of Trust for Professional Managers
99. Mairs & Power Growth Fund, Series of Trust for Professional Managers
100. Mairs & Power Minnesota Municipal Bond ETF, Series of Trust for Professional Managers
101. Mairs & Power Small Cap Fund, Series of Trust for Professional Managers
102. Manor Investment Funds
103. Merk Stagflation ETF, Series of Listed Funds Trust
104. Milliman Variable Insurance Trust
105. Mindful Conservative ETF, Series of Collaborative Investment Series Trust
106. Moerus Worldwide Value Fund, Series of Northern Lights Fund Trust IV
107. Mohr Growth ETF, Series of Collaborative Investment Series Trust
108. Morgan Creek-Exos Active SPAC Arbitrage ETF
109. Morningstar Funds Trust
110. OTG Latin American Fund, Series of World Funds Trust
111. Overlay Shares Core Bond ETF, Series of Listed Funds Trust
112. Overlay Shares Foreign Equity ETF, Series of Listed Funds Trust
113. Overlay Shares Hedged Large Cap Equity ETF, Series of Listed Funds Trust
114. Overlay Shares Large Cap Equity ETF, Series of Listed Funds Trust
115. Overlay Shares Municipal Bond ETF, Series of Listed Funds Trust
116. Overlay Shares Short Term Bond ETF, Series of Listed Funds Trust
117. Overlay Shares Small Cap Equity ETF, Series of Listed Funds Trust
118. Palmer Square Opportunistic Income Fund
119. Partners Group Private Income Opportunities, LLC
120. Performance Trust Mutual Funds, Series of Trust for Professional Managers
121. Perkins Discovery Fund, Series of World Funds Trust
122. Philotimo Focused Growth and Income Fund, Series of World Funds Trust
123. Plan Investment Fund, Inc.
124. PMC Funds, Series of Trust for Professional Managers
125. Point Bridge America First ETF, Series of ETF Series Solutions
126. Preferred-Plus ETF, Series of Listed Funds Trust
127. Putnam ETF Trust
128. Quaker Investment Trust
129. Rareview Dynamic Fixed Income ETF, Series of Collaborative Investment Series Trust
130. Rareview Inflation/Deflation ETF, Series of Collaborative Investment Series Trust
131. Rareview Systematic Equity ETF, Series of Collaborative Investment Series Trust
132. Rareview Tax Advantaged Income ETF, Series of Collaborative Investment Series Trust
133. Renaissance Capital Greenwich Funds
134. Revere Sector Opportunity ETF, Series of Collaborative Investment Series Trust
135. Reynolds Funds, Inc.
136. RiverNorth Enhanced Pre-Merger SPAC ETF, Series of Listed Funds Trust
137. RiverNorth Patriot ETF, Series of Listed Funds Trust (f/k/a RiverNorth Volition America Patriot ETF)
138. RMB Investors Trust
139. Robinson Opportunistic Income Fund, Series of Investment Managers Series Trust
140. Robinson Tax Advantaged Income Fund, Series of Investment Managers Series Trust
141. Roundhill Ball Metaverse ETF, Series of Listed Funds Trust
142. Roundhill Cannabis ETF, Series of Listed Funds Trust
143. Roundhill IO Digital Infrastructure ETF, Series of Listed Funds Trust
144. Roundhill MEME ETF, Series of Listed Funds Trust
145. Roundhill Sports Betting & iGaming ETF, Series of Listed Funds Trust
146. Roundhill Video Games ETF, Series of Listed Funds Trust
147. Rule One Fund, Series of World Funds Trust
148. Salient MF Trust
149. Securian AM Balanced Stabilization Fund, Series of Investment Managers Series Trust
150. Securian AM Equity Stabilization Fund, Series of Investment Managers Series Trust
151. Securian AM Real Asset Income Fund, Series of Investment Managers Series Trust
152. SHP ETF Trust
153. Six Circles Trust
154. Sound Shore Fund, Inc.
155. Sparrow Funds
156. Spear Alpha ETF, Series of Listed Funds Trust
157. STF Tactical Growth & Income ETF, Series of Listed Funds Trust
158. STF Tactical Growth ETF, Series of Listed Funds Trust
159. Strategy Shares
160. Swan Hedged Equity US Large Cap ETF, Series of Listed Funds Trust
161. Syntax ETF Trust
162. Teucrium Agricultural Strategy No K-1 ETF, Series of Listed Funds Trust
163. The Community Development Fund
164. The Finite Solar Finance Fund
165. The Private Shares Fund (f/k/a SharesPost 100 Fund)
166. The SPAC and New Issue ETF, Series of Collaborative Investment Series Trust
167. Third Avenue Trust
168. Third Avenue Variable Series Trust
169. Tidal ETF Trust
170. Tidal Trust II
171. TIFF Investment Program
172. Timothy Plan High Dividend Stock Enhanced ETF, Series of The Timothy Plan
173. Timothy Plan High Dividend Stock ETF, Series of The Timothy Plan
174. Timothy Plan International ETF, Series of The Timothy Plan
175. Timothy Plan US Large/Mid Cap Core ETF, Series of The Timothy Plan
176. Timothy Plan US Large/Mid Core Enhanced ETF, Series of The Timothy Plan
177. Timothy Plan US Small Cap Core ETF, Series of The Timothy Plan
178. Total Fund Solution
179. Touchstone ETF Trust
180. TrueShares Eagle Global Renewable Energy Income ETF, Series of Listed Funds Trust
181. TrueShares ESG Active Opportunities ETF, Series of Listed Funds Trust
182. TrueShares Low Volatility Equity Income ETF, Series of Listed Funds Trust
183. TrueShares Structured Outcome (April) ETF, Series of Listed Funds Trust
184. TrueShares Structured Outcome (August) ETF, Series of Listed Funds Trust
185. TrueShares Structured Outcome (December) ETF, Series of Listed Funds Trust
186. TrueShares Structured Outcome (February) ETF, Series of Listed Funds Trust
187. TrueShares Structured Outcome (January) ETF, Series of Listed Funds Trust
188. TrueShares Structured Outcome (July) ETF, Series of Listed Funds Trust
189. TrueShares Structured Outcome (June) ETF, Series of Listed Funds Trust
190. TrueShares Structured Outcome (March) ETF, Series of Listed Funds Trust
191. TrueShares Structured Outcome (May) ETF, Listed Funds Trust
192. TrueShares Structured Outcome (November) ETF, Series of Listed Funds Trust
193. TrueShares Structured Outcome (October) ETF, Series of Listed Funds Trust
194. TrueShares Structured Outcome (September) ETF, Series of Listed Funds Trust
195. TrueShares Technology, AI & Deep Learning ETF, Series of Listed Funds Trust
196. U.S. Global Investors Funds
197. Union Street Partners Value Fund, Series of World Funds Trust
198. Variant Alternative Income Fund
199. Variant Impact Fund
200. VictoryShares Developed Enhanced Volatility Wtd ETF, Series of Victory Portfolios II
201. VictoryShares Dividend Accelerator ETF, Series of Victory Portfolios II
202. VictoryShares Emerging Market High Div Volatility Wtd ETF, Series of Victory Portfolios II
203. VictoryShares Emerging Markets Value Momentum ETF, Series of Victory Portfolios II
204. VictoryShares International High Div Volatility Wtd ETF, Series of Victory Portfolios II
205. VictoryShares International Value Momentum ETF, Series of Victory Portfolios II
206. VictoryShares International Volatility Wtd ETF, Series of Victory Portfolios II
207. VictoryShares NASDAQ Next 50 ETF, Series of Victory Portfolios II
208. VictoryShares Protect America ETF, Series of Victory Portfolios II
209. VictoryShares Top Veteran Employers ETF, Series of Victory Portfolios II
210. VictoryShares US 500 Enhanced Volatility Wtd ETF, Series of Victory Portfolios II
211. VictoryShares US 500 Volatility Wtd ETF, Series of Victory Portfolios II
212. VictoryShares US Discovery Enhanced Volatility Wtd ETF, Series of Victory Portfolios II
213. VictoryShares US EQ Income Enhanced Volatility Wtd ETF, Series of Victory Portfolios II
214. VictoryShares US Large Cap High Div Volatility Wtd ETF, Series of Victory Portfolios II
215. VictoryShares US Multi-Factor Minimum Volatility ETF, Series of Victory Portfolios II
216. VictoryShares US Small Cap High Div Volatility Wtd ETF, Series of Victory Portfolios II
217. VictoryShares US Small Cap Volatility Wtd ETF, Series of Victory Portfolios II
218. VictoryShares US Small Mid Cap Value Momentum ETF, Series of Victory Portfolios II
219. VictoryShares US Value Momentum ETF, Series of Victory Portfolios II
220. VictoryShares USAA Core Intermediate-Term Bond ETF, Series of Victory Portfolios II
221. VictoryShares USAA Core Short-Term Bond ETF, Series of Victory Portfolios II
222. VictoryShares WestEnd US Sector ETF, Series of Victory Portfolios II
223. Walthausen Funds
224. West Loop Realty Fund, Series of Investment Managers Series Trust
225. WisdomTree Trust
226. WST Investment Trust
227. XAI Octagon Floating Rate & Alternative Income Term Trust
  Item 32(b) The following are the Officers and Manager of the Distributor’s, the Registrant’s underwriter. The Distributor’s main business address is Three Canal Plaza, Suite 100, Portland, Maine 04101.
Name   Address   Position with Underwriter   Position with
Registrant 
             
Teresa Cowan   111 E. Kilbourn Ave, Suite 2200, Milwaukee, WI 53202   President/Manager   None
             
Chris Lanza   Three Canal Plaza, Suite 100, Portland, ME 04101   Vice President   None
             
Kate Macchia    Three Canal Plaza, Suite 100, Portland, ME 04101   Vice President    None 
             
Nanette K. Chern   Three Canal Plaza, Suite 100, Portland, ME 04101   Vice President and Chief Compliance Officer   None
             
Kelly B. Whetstone    Three Canal Plaza, Suite 100, Portland, ME 04101    Secretary    None 
             
Susan L. LaFond   111 E. Kilbourn Ave, Suite 2200, Milwaukee, WI 53202   Treasurer   None
  (c) Not applicable

Item 33. Location of Accounts and Records

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

Records Relating to: Are located at:
Registrant’s Administrator Tidal ETF Services LLC
234 West Florida Street, Suite 203
Milwaukee, Wisconsin 53204
Registrant’s Sub-Administrator, Fund Accountant and Transfer Agent U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
Registrant’s Custodian U.S. Bank National Association
1555 North River Center Drive
Milwaukee, Wisconsin 53212
Registrant’s Principal Underwriter Foreside Fund Services, LLC
Three Canal Plaza, Suite 100
Portland, Maine 04101
Registrant’s Investment Adviser Tidal Investments LLC
234 West Florida Street, Suite 203
Milwaukee, Wisconsin 53204
Registrant’s Sub-Adviser Income Research + Management
115 Federal Street, Floor 22
Boston, Massachusetts 02110
Registrant’s Sub-Adviser Leatherback Asset Management, LLC
2000 PGA Boulevard, Suite 4440
Palm Beach Gardens, Florida 33408
Registrant’s Sub-Adviser Robasciotti & Associates, Inc., doing business as
Adasina Social Capital
870 Market Street, Suite 1275
San Francisco, California 94102
Registrant’s Sub-Adviser Gotham Asset Management, LLC
825 Third Avenue, Suite 1750
New York, New York 10022
Registrant’s Sub-Adviser ShariaPortfolio, Inc.
1331 S. International Parkway, Suite 2291
Lake Mary, Florida 32746
Registrant’s Sub-Adviser Sound Income Strategies, LLC
500 West Cypress Creek Road, Suite 290
Fort Lauderdale, Florida 33309
Registrant’s Sub-Adviser Acruence Capital, LLC
8111 Preston Rd., Suite 500
Dallas, Texas 75225-6339
Registrant’s Sub-Adviser Robinson Capital Management, LLC
63 Kercheval Avenue, Suite 111
Grosse Pointe Farms, Michigan 48236
Registrant’s Sub-Adviser ZEGA Financial, LLC
3801 PGA Boulevard, Suite 600
Palm Beach Gardens, Florida 33410
Registrant’s Sub-Adviser FolioBeyond, LLC
1050 Park Avenue, Suite 6A
New York, New York 10028
Registrant’s Sub-Adviser Armada ETF Advisors LLC
2 Enterprise Drive, Suite 406
Shelton, Connecticut 06484
Registrant’s Sub-Adviser Newday Funds, Inc.
698 Hawthorne Drive
Tiburon, California 94920
Registrant’s Sub-Adviser Ionic Capital Management LLC
475 Fifth Avenue, 9th Floor
New York, New York 10017
Registrant’s Sub-Adviser Unlimited Funds Inc.
222 Broadway, 20th Floor
New York City, New York 10038
Registrant’s Sub-Adviser Curran Financial Partners, LLC
672 Marina Drive, Suite 108
Charleston, South Carolina 29492
Registrant’s Sub-Adviser Subversive Capital Advisor LLC
217 Centre Street, Suite 122
New York, New York 10013
Registrant’s Sub-Adviser

Academy Asset Management, LLC
d/b/a Academy Asset Management 

622 3rd Avenue, 12th Floor  

New York, New York 10017  

Item 34. Management Services

Not applicable.

Item 35. Undertakings

Not applicable. 

SIGNATURES

Pursuant to the requirements of the
Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended, the
Registrant certifies that it meets all requirements for effectiveness of this Post-Effective Amendment No. 203 to its Registration
Statement on Form N-1A under Rule 485(b) under the Securities Act has duly caused this Post-Effective Amendment No. 203 to its
Registration Statement on Form N-1A to be signed on its behalf by the undersigned, duly authorized, in the City of Milwaukee,
State of Wisconsin, on November 21, 2023.

  Tidal ETF Trust
     
  By: /s/ Eric W. Falkeis
    Eric W. Falkeis
    President

Pursuant to the requirements of the
Securities Act, this Post-Effective Amendment No. 203 to the Registrant’s Registration Statement has been signed below by
the following persons in the capacities indicated on November 21, 2023.

Signature   Title
     
/s/ Eric W. Falkeis   President (principal executive officer), Trustee and Chairman
Eric W. Falkeis    
     
*Dusko Culafic   Trustee
Dusko Culafic    
     
*Mark H. W. Baltimore   Trustee
Mark H. W.  Baltimore    
     
*Eduardo Mendoza   Trustee
Eduardo Mendoza    
     
/s/ Aaron Perkovich   Treasurer (principal financial officer and principal accounting officer)
Aaron Perkovich    
     
By: /s/ Eric W. Falkeis    
Eric W. Falkeis, Attorney-in-Fact 
 

*Pursuant to Powers of Attorney filed previously.

Exhibit Index

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