UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number (811-23377)
(Exact name of registrant as specified in charter)
234 West Florida Street, Suite 203
Milwaukee, Wisconsin 53204
(Address of principal executive offices) (Zip code)
Eric W. Falkeis
Tidal ETF Trust
234 West Florida Street, Suite 203
Milwaukee, Wisconsin 53204
(Name and address of agent for service)
(844) 986-7700
Registrant’s telephone number, including area code
Date of fiscal year end: July 31
Date of reporting period:
Item 1. Reports to Stockholders.
Item 2. Code of Ethics.
Not applicable for semi-annual reports.
Item 3. Audit Committee Financial Expert.
Not applicable for semi-annual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable for semi-annual reports.
Item 5. Audit Committee of Listed Registrants.
Not applicable for semi-annual reports.
Item 6. Investments.
(a) | Schedule of Investments is included within the financial statements filed under Item 7 of this Form. |
(b) | Not applicable. |
Item 7. Financial Statements and Financial Highlights for Open-End Investment Companies.
(a) |
Financial Statements
January 31, 2025 (Unaudited)
Tidal ETF Trust | ||||
● | FolioBeyond Alternative Income and Interest Rate Hedge ETF | | RISR | | NYSE Arca, Inc. | |
● | FolioBeyond Enhanced Fixed Income Premium ETF | | FIXP | | NYSE Arca, Inc. |
FolioBeyond ETFs |
Table of Contents |
Schedule of Investments | FolioBeyond Alternative Income and Interest Rate Hedge ETF |
January 31, 2025 (Unaudited) |
COLLATERALIZED MORTGAGE OBLIGATIONS - 94.1% | Par | Value | ||||||
Federal Home Loan Mortgage Corp. | ||||||||
Series 5058, Class IP, 3.50%, 12/25/2050(a) | $ | 18,567,392 | $ | 3,795,095 | ||||
Series 5151, Class HI, 4.00%, 08/25/2050(a) | 15,066,301 | 3,496,940 | ||||||
Series 5191, Class IJ, 3.00%, 02/25/2052(a) | 43,611,153 | 5,583,933 | ||||||
Series 5206, Class XI, 3.50%, 08/25/2051(a) | 19,508,835 | 2,641,643 | ||||||
Series 5445, Class IO, 3.00%, 02/25/2052(a) | 43,630,728 | 5,753,292 | ||||||
Series 5446, Class EI, 6.00%, 08/25/2054(a) | 9,803,800 | 2,489,672 | ||||||
Federal Home Loan Mortgage Corporation REMICs | ||||||||
Series 4591, Class QI, 3.50%, 04/15/2046(a) | 2,777,009 | 454,189 | ||||||
Series 4912, Class PI, 4.00%, 06/25/2049(a) | 1,002,626 | 207,992 | ||||||
Series 4998, Class GI, 4.00%, 08/25/2050(a) | 1,932,949 | 405,164 | ||||||
Series 5018, Class IN, 5.50%, 10/25/2050(a) | 3,507,435 | 956,362 | ||||||
Series 5023, Class IB, 4.50%, 10/25/2050(a) | 3,482,087 | 791,892 | ||||||
Series 5070, Class IH, 3.50%, 02/25/2051(a) | 4,039,478 | 826,651 | ||||||
Series 5086, Class BI, 3.00%, 03/25/2051(a) | 3,644,737 | 635,704 | ||||||
Series 5094, Class CI, 3.50%, 04/25/2036(a) | 4,480,906 | 440,202 | ||||||
Series 5102, Class MI, 4.50%, 04/25/2051(a) | 7,243,074 | 1,765,088 | ||||||
Series 5145, Class IH, 3.00%, 09/25/2051(a) | 1,706,509 | 295,449 | ||||||
Series 5159, Class BI, 3.00%, 03/25/2050(a) | 1,182,259 | 209,743 | ||||||
Series 5162, Class CI, 3.00%, 11/25/2050(a) | 11,126,849 | 1,941,132 | ||||||
Series 5169, Class IY, 4.00%, 01/25/2049(a) | 4,926,877 | 1,068,978 | ||||||
Series 5205, Class PI, 3.00%, 03/25/2052(a) | 9,367,893 | 1,029,500 | ||||||
Series 5227, Class BI, 3.50%, 08/25/2048(a) | 3,090,780 | 417,404 | ||||||
Series 5228, Class DI, 4.50%, 01/25/2046(a) | 6,912,124 | 1,056,532 | ||||||
Series 5236, Class UI, 4.00%, 12/15/2047(a) | 10,693,303 | 1,759,350 | ||||||
Series 5267, Class GI, 5.00%, 07/25/2047(a) | 2,860,591 | 407,412 | ||||||
Series 5274, Class PI, 5.50%, 02/25/2044(a) | 2,728,823 | 471,750 | ||||||
Federal Home Loan Mortgage Corporation Strips, Series 363, Class C18, Pool S1-5439, 4.50%, 09/15/2048(a) | 2,225,796 | 511,315 | ||||||
Federal National Mortgage Association | ||||||||
Series 2020-88, Class IA, 3.50%, 11/25/2046(a) | 6,768,155 | 1,026,045 | ||||||
Series 2021-17, Class IA, 2.50%, 04/25/2051(a) | 18,454,825 | 2,685,852 | ||||||
Series 2021-69, Class HI, 4.00%, 01/25/2051(a) | 19,110,531 | 4,386,857 | ||||||
Series 2022-18, Class DI, 3.50%, 07/25/2046(a) | 42,454,586 | 5,671,686 | ||||||
Series 2022-56, Class IA, 3.50%, 04/25/2052(a) | 34,955,070 | 4,536,549 | ||||||
Series 2023-25, Class CI, 3.00%, 02/25/2052(a) | 24,945,370 | 3,696,175 | ||||||
Series 2024-9, Class GI, 3.50%, 10/25/2049(a) | 36,388,415 | 5,477,111 | ||||||
Federal National Mortgage Association REMICs | ||||||||
Series 2018-1, Class IY, 4.50%, 02/25/2048(a) | 3,750,442 | 866,295 | ||||||
Series 2018-56, Class IO, 4.00%, 08/25/2048(a) | 1,584,815 | 330,886 | ||||||
Series 2020-20, Class GI, 3.50%, 04/25/2050(a) | 2,262,822 | 435,933 | ||||||
Series 2020-44, Class AI, 4.00%, 07/25/2050(a) | 1,828,912 | 379,955 | ||||||
Series 2020-78, Class KI, 4.00%, 07/25/2049(a) | 7,061,881 | 1,436,451 | ||||||
Series 2020-8, Class CI, 3.50%, 02/25/2050(a) | 1,499,465 | 269,794 | ||||||
Series 2021-17, Class IG, 4.00%, 02/25/2051(a) | 1,412,488 | 311,884 | ||||||
Series 2021-26, Class EI, 3.50%, 05/25/2041(a) | 1,030,665 | 137,621 | ||||||
Series 2021-30, Class NI, 4.50%, 03/25/2048(a) | 3,306,592 | 509,974 | ||||||
Series 2021-36, Class HI, 3.50%, 06/25/2051(a) | 3,509,308 | 712,031 | ||||||
Series 2021-73, Class EI, 3.50%, 11/25/2051(a) | 989,817 | 176,112 | ||||||
Series 2021-79, Class LI, 3.00%, 11/25/2051(a) | 2,870,621 | 471,358 | ||||||
Series 2022-87, Class BI, 5.50%, 11/25/2048(a) | 1,383,159 | 209,955 | ||||||
Government National Mortgage Association | ||||||||
Series 11/20/2050, Class IC, 2.50%, 11/20/2050(a) | 4,404,385 | 242,960 | ||||||
Series 2019-151, Class DI, 3.50%, 11/20/2048(a) | 4,263,802 | 649,097 | ||||||
Series 2019-70, Class PI, 4.50%, 05/20/2048(a) | 1,755,750 | 293,532 | ||||||
Series 2020-1, Class PI, 4.50%, 01/20/2050(a) | 7,906,863 | 1,828,287 | ||||||
Series 2020-104, Class PI, 4.00%, 12/20/2049(a) | 2,940,053 | 532,657 |
The accompanying notes are an integral part of these financial statements. | 1 |
Schedule of Investments | FolioBeyond Alternative Income and Interest Rate Hedge ETF |
January 31, 2025 (Unaudited) |
Series 2020-167, Class EI, 4.50%, 02/20/2049(a) | 3,474,275 | 809,364 | ||||||
Series 2020-167, Class ID, 4.00%, 11/20/2050(a) | 7,297,432 | 1,570,124 | ||||||
Series 2020-17, Class BI, 5.00%, 02/20/2050(a) | 581,663 | 137,020 | ||||||
Series 2020-191, Class UE, 4.00%, 12/20/2050(a) | 895,007 | 195,939 | ||||||
Series 2020-51, Class EI, 4.50%, 01/20/2050(a) | 3,419,954 | 760,462 | ||||||
Series 2021-161, Class IC, 4.50%, 09/20/2051(a) | 2,103,883 | 481,554 | ||||||
Series 2021-161, Class XI, 3.50%, 09/20/2051(a) | 2,205,622 | 431,382 | ||||||
Series 2021-176, Class GI, 3.00%, 10/20/2051(a) | 2,540,853 | 411,971 | ||||||
Series 2021-177, Class LI, 3.00%, 10/20/2051(a) | 21,861,493 | 3,147,924 | ||||||
Series 2021-58, Class EI, 3.50%, 04/20/2051(a) | 4,395,738 | 830,045 | ||||||
Series 2022-34, Class TI, 3.50%, 06/20/2049(a) | 5,329,392 | 884,392 | ||||||
Series 2022-6, Class PI, 3.50%, 01/20/2052(a) | 18,773,748 | 2,993,962 | ||||||
Series 2022-61, Class GI, 3.00%, 11/20/2046(a) | 12,228,655 | 1,663,060 | ||||||
Series 2022-65, Class HI, 4.00%, 01/20/2050(a) | 4,817,548 | 756,785 | ||||||
Series 2022-81, Class GI, 3.50%, 03/20/2052(a) | 38,175,516 | 4,893,357 | ||||||
Series 2022-90, Class QI, 4.00%, 11/20/2047(a) | 5,417,778 | 530,337 | ||||||
Series 2023-18, Class IB, 5.00%, 02/20/2053(a) | 13,825,325 | 3,247,352 | ||||||
Series 2023-192, Class IE, 4.50%, 09/20/2049(a) | 26,061,670 | 5,471,330 | ||||||
Series 2024-4, Class GI, 5.00%, 02/20/2053(a) | 21,970,092 | 5,391,469 | ||||||
Series 2024-4, Class IO, 3.00%, 09/20/2051(a) | 35,072,266 | 5,176,873 | ||||||
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $105,092,724) | 116,472,143 |
SHORT-TERM INVESTMENTS - 4.1% | ||||||||
Money Market Funds - 4.1% | Shares | |||||||
First American Government Obligations Fund - Class X, 4.32% (b) | 5,064,674 | 5,064,674 | ||||||
TOTAL SHORT-TERM INVESTMENTS (Cost $5,064,674) | 5,064,674 | |||||||
TOTAL INVESTMENTS - 98.2% (Cost $110,157,398) | 121,536,817 | |||||||
Other Assets in Excess of Liabilities - 1.8% | 2,193,756 | |||||||
TOTAL NET ASSETS - 100.0% | $ | 123,730,573 |
Percentages are stated as a percent of net assets.
REMIC - Real Estate Mortgage Investment Conduit
(a) | Interest only security. |
(b) | The rate shown represents the 7-day annualized effective yield as of January 31, 2025. |
The accompanying notes are an integral part of these financial statements. | 2 |
Schedule of Investments | FolioBeyond Enhanced Fixed Income Premium ETF |
January 31, 2025 (Unaudited) |
EXCHANGE TRADED FUNDS - 97.7% | Shares | Value | ||||||
FolioBeyond Alternative Income and Interest Rate Hedge ETF (a)(b) | 95,615 | $ | 3,512,895 | |||||
Invesco Senior Loan ETF (a) | 168,094 | 3,538,379 | ||||||
iShares 0-5 Year High Yield Corporate Bond ETF | 62,345 | 2,691,434 | ||||||
iShares 20+ Year Treasury Bond ETF (c) | 9,573 | 840,126 | ||||||
iShares Mortgage Real Estate ETF (c) | 52,713 | 1,179,717 | ||||||
TOTAL EXCHANGE TRADED FUNDS (Cost $11,754,861) | 11,762,551 |
PURCHASED OPTIONS - 0.0% | Notional Amount | Contracts | ||||||||||
Call Options - 0.0%(d)(e)(f) | $ | |||||||||||
iShares Mortgage Real Estate ETF, Expiration: 02/21/2025; Exercise Price: $24.00 | $ | 67,140 | 30 | 120 | ||||||||
iShares iBoxx $High Yield Corporate Bond ETF, Expiration: 02/21/2025; Exercise Price: $83.00 | 3,970,056 | 498 | 249 | |||||||||
Total Call Options | 369 | |||||||||||
Put Options - 0.0%(d) | ||||||||||||
iShares 7-10 Year Treasury Bond ETF, Expiration: 02/21/2025; Exercise Price: $88.00 (d)(e) | 2,046,440 | 220 | 660 | |||||||||
TOTAL PURCHASED OPTIONS (Cost $1,878) | 1,029 | |||||||||||
TOTAL INVESTMENTS - 97.7% (Cost $11,756,739) | 11,763,580 | |||||||||||
Other Assets in Excess of Liabilities - 2.3% | 277,912 | |||||||||||
TOTAL NET ASSETS - 100.0% | $ | 12,041,492 |
Percentages are stated as a percent of net assets.
(a) | Fair value of this security exceeds 25% of the Fund’s net assets. Additional information for this security, including the financial statements, is available from the SEC’s EDGAR database at www.sec.gov. |
(b) | Affiliated company as defined by the Investment Company Act of 1940. See Note 7. |
(c) | Held in connection with written option contracts. See Schedule of Written Options for further information. |
(d) | Represents less than 0.05% of net assets. |
(e) | 100 shares per contract. |
(f) | Exchange-traded. |
The accompanying notes are an integral part of these financial statements. | 3 |
Schedule of Written Options | FolioBeyond Enhanced Fixed Income Premium ETF |
January 31, 2025 (Unaudited) |
WRITTEN OPTIONS - (0.1)% | Notional Amount | Contracts | Value | |||||||||
Call Options - (0.1)% (a)(b) | ||||||||||||
iShares 20+ Year Treasury Bond ETF, Expiration: 02/21/2025; Exercise Price: $92.00 | $ | (754,736 | ) | (86 | ) | $ | (1,505 | ) | ||||
iShares Mortgage Real Estate ETF, Expiration: 02/21/2025; Exercise Price: $23.00 | (1,136,904 | ) | (508 | ) | (8,741 | ) | ||||||
iShares iBoxx $High Yield Corporate Bond ETF, Expiration: 02/21/2025; Exercise Price: $81.00 | (3,970,056 | ) | (498 | ) | (249 | ) | ||||||
Total Call Options | (10,495 | ) | ||||||||||
Put Options - (0.0)% (c) | ||||||||||||
iShares 7-10 Year Treasury Bond ETF, Expiration: 02/21/2025; Exercise Price: $90.00 (a)(b) | (2,046,440 | ) | (220 | ) | (880 | ) | ||||||
TOTAL WRITTEN OPTIONS (Premiums received $5,665) | $ | (11,375 | ) |
Percentages are stated as a percent of net assets.
(a) | 100 shares per contract. |
(b) | Exchange-traded. |
(c) | Represents less than 0.05% of net assets. |
The accompanying notes are an integral part of these financial statements. | 4 |
Statements of Assets and Liabilities | FolioBeyond ETFs |
January 31, 2025 (Unaudited)
FolioBeyond Alternative Income and Interest Rate Hedge ETF |
FolioBeyond Enhanced Fixed Income Premium ETF |
|||||||
ASSETS: | ||||||||
Investments in unaffiliated securities, at value (Note 2) | $ | 121,536,817 | $ | 8,250,685 | ||||
Investments in affiliated securities, at value (Note 7) | — | 3,512,895 | ||||||
Interest receivable | 2,162,681 | — | ||||||
Receivable for investments sold | 71,131 | — | ||||||
Deposit at broker for other investments | 50,212 | 3,787 | ||||||
Cash | — | 286,356 | ||||||
Total assets | 123,820,841 | 12,053,723 | ||||||
LIABILITIES: | ||||||||
Written option contracts, at value | — | 11,375 | ||||||
Payable to adviser (Note 4) | 90,268 | 856 | ||||||
Total liabilities | 90,268 | 12,231 | ||||||
NET ASSETS | $ | 123,730,573 | $ | 12,041,492 | ||||
NET ASSETS CONSISTS OF: | ||||||||
Paid-in capital | $ | 116,785,945 | $ | 12,026,189 | ||||
Total distributable earnings | 6,944,628 | 15,303 | ||||||
Total net assets | $ | 123,730,573 | $ | 12,041,492 | ||||
Net assets | $ | 123,730,573 | $ | 12,041,492 | ||||
Shares issued and outstanding(a) | 3,380,000 | 600,000 | ||||||
Net asset value per share | $ | 36.61 | $ | 20.07 | ||||
COST: | ||||||||
Investments in unaffiliated securities, at cost | $ | 110,157,398 | $ | 8,226,369 | ||||
Investments in affiliated securities, at cost | $ | — | $ | 3,530,370 | ||||
PROCEEDS: | ||||||||
Written options premium received | $ | — | $ | 5,665 |
(a) | Unlimited shares authorized without par value. |
The accompanying notes are an integral part of these financial statements. | 5 |
Statements of Operations | FolioBeyond ETFs |
For the periods ended January 31, 2025 (Unaudited)
FolioBeyond Alternative Income and Interest Rate Hedge ETF |
FolioBeyond Enhanced Fixed Income Premium ETF(a) |
|||||||
INVESTMENT INCOME: | ||||||||
Dividend income from affiliated securities (Note 7) | — | 15,768 | ||||||
Interest income | 2,056,342 | — | ||||||
Total investment income | 2,056,342 | 15,768 | ||||||
EXPENSES: | ||||||||
Investment advisory fee (Note 4) | 321,743 | 856 | ||||||
Interest expense | 23,063 | — | ||||||
Total expenses | 344,806 | 856 | ||||||
NET INVESTMENT INCOME | 1,711,536 | 14,912 | ||||||
REALIZED AND UNREALIZED GAIN (LOSS) | ||||||||
Net realized gain (loss) from: | ||||||||
Investments | 205,074 | (201 | ) | |||||
Investments in affiliated securities | — | (539 | ) | |||||
Net realized gain (loss) | 205,074 | (740 | ) | |||||
Net change in unrealized appreciation (depreciation) on: | ||||||||
Investments | 3,162,086 | 24,316 | ||||||
Investments in affiliated securities | — | (17,475 | ) | |||||
Written option contracts | — | (5,710 | ) | |||||
Net change in unrealized appreciation (depreciation) | 3,162,086 | 1,131 | ||||||
Net realized and unrealized gain (loss) | 3,367,160 | 391 | ||||||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 5,078,696 | $ | 15,303 |
(a) | Inception date of the Fund was January 22, 2025. |
The accompanying notes are an integral part of these financial statements. | 6 |
Statements of Changes in Net Assets | FolioBeyond ETFs |
FolioBeyond Alternative Income and Interest Rate Hedge ETF |
FolioBeyond Enhanced Fixed Income Premium ETF |
|||||||||||
Six-Months ended January 31, 2025 (Unaudited) |
Year ended July 31, 2024 |
Period ended January 31, 2025(a) |
||||||||||
OPERATIONS: | ||||||||||||
Net investment income (loss) | $ | 1,711,536 | $ | 4,358,724 | $ | 14,912 | ||||||
Net realized gain (loss) | 205,074 | 52,480 | (740 | ) | ||||||||
Net change in unrealized appreciation (depreciation) | 3,162,086 | 2,796,867 | 1,131 | |||||||||
Net increase (decrease) in net assets from operations | 5,078,696 | 7,208,071 | 15,303 | |||||||||
DISTRIBUTIONS TO SHAREHOLDERS: | ||||||||||||
Distributions to shareholders | (1,883,371 | ) | (4,597,545 | ) | — | |||||||
Total distributions to shareholders | (1,883,371 | ) | (4,597,545 | ) | — | |||||||
CAPITAL TRANSACTIONS: | ||||||||||||
Subscriptions | 76,656,405 | 33,727,925 | 12,024,182 | |||||||||
Redemptions | (13,650,294 | ) | (35,507,758 | ) | — | |||||||
ETF transaction fees (Note 10) | 90,307 | 69,236 | 2,007 | |||||||||
Net increase (decrease) in net assets from capital transactions | 63,096,418 | (1,710,597 | ) | 12,026,189 | ||||||||
NET INCREASE IN NET ASSETS | 66,291,743 | 899,929 | 12,041,492 | |||||||||
NET ASSETS: | ||||||||||||
Beginning of the period | 57,438,830 | 56,538,901 | — | |||||||||
End of the period | $ | 123,730,573 | $ | 57,438,830 | $ | 12,041,492 | ||||||
SHARES TRANSACTIONS | ||||||||||||
Subscriptions | 2,110,000 | 1,000,000 | 600,000 | |||||||||
Redemptions | (400,000 | ) | (1,075,000 | ) | — | |||||||
Total increase (decrease) in shares outstanding | 1,710,000 | (75,000 | ) | 600,000 |
(a) | Inception date of the Fund was January 22, 2025. |
The accompanying notes are an integral part of these financial statements. | 7 |
Financial Highlights | FolioBeyond Alternative Income and Interest Rate Hedge ETF |
For a share outstanding throughout the periods presented
Six-Months | Year ended July 31, | |||||||||||||||
ended January 31, 2025 (Unaudited) |
2024 | 2023 | Period ended July 31, 2022(a) |
|||||||||||||
PER SHARE DATA: | ||||||||||||||||
Net asset value, beginning of period | $ | 34.39 | $ | 32.40 | $ | 30.07 | $ | 25.00 | ||||||||
INVESTMENT OPERATIONS: | ||||||||||||||||
Net investment income(b) | 0.94 | 2.38 | 2.25 | 0.89 | ||||||||||||
Net realized and unrealized gain (loss) on investments(c) | 2.21 | 2.06 | 2.25 | 4.53 | ||||||||||||
Total from investment operations | 3.15 | 4.44 | 4.50 | 5.42 | ||||||||||||
LESS DISTRIBUTIONS FROM: | ||||||||||||||||
Net investment income | (0.98 | ) | (2.49 | ) | (2.22 | ) | (0.46 | ) | ||||||||
Total distributions | (0.98 | ) | (2.49 | ) | (2.22 | ) | (0.46 | ) | ||||||||
ETF transaction fees per share | 0.05 | 0.04 | 0.05 | 0.11 | ||||||||||||
Net asset value, end of period | $ | 36.61 | $ | 34.39 | $ | 32.40 | $ | 30.07 | ||||||||
TOTAL RETURN(d) | 9.45 | % | 14.38 | % | 15.56 | % | 22.14 | % | ||||||||
SUPPLEMENTAL DATA AND RATIOS: | ||||||||||||||||
Net assets, end of period (in thousands) | $ | 123,731 | $ | 57,439 | $ | 56,539 | $ | 101,344 | ||||||||
Ratio of expenses to average net assets(e) | 1.06 | % | 1.22 | % | 1.13 | % | 0.99 | % | ||||||||
Ratio of interest and borrowing expense to average net assets(e) | 0.07 | % | 0.23 | % | 0.14 | % | — | % | ||||||||
Ratio of operational expenses to average net assets excluding dividends, interest, and borrowing expense(e) | 0.99 | % | 0.99 | % | 0.99 | % | 0.99 | % | ||||||||
Ratio of net investment income (loss) to average net assets(e) | 5.27 | % | 7.10 | % | 7.17 | % | 3.35 | % | ||||||||
Portfolio turnover rate(d)(f) | 8 | % | 31 | % | 24 | % | 50 | % |
(a) | Inception date of the Fund was September 30, 2021. |
(b) | Net investment income per share has been calculated based on average shares outstanding during the period. |
(c) | Realized and unrealized gains and losses per share in the caption are balancing amounts necessary to reconcile the change in net asset value per share for the periods, and may not reconcile with the aggregate gains and losses in the Statements of Operations due to share transactions for the periods. |
(d) | Not annualized for periods less than one year. |
(e) | Annualized for periods less than one year. |
(f) | Portfolio turnover rate excludes in-kind transactions. |
The accompanying notes are an integral part of these financial statements. | 8 |
Financial Highlights | FolioBeyond Enhanced Fixed Income Premium ETF |
For a share outstanding throughout the period presented
Period ended January 31, 2025(a) (Unaudited) |
||||
PER SHARE DATA: | ||||
Net asset value, beginning of period | $ | 20.00 | ||
INVESTMENT OPERATIONS: | ||||
Net investment income(b)(c) | 0.05 | |||
Net realized and unrealized gain (loss) on investments(d) | 0.01 | |||
Total from investment operations | 0.06 | |||
ETF transaction fees per share | 0.01 | |||
Net asset value, end of period | $ | 20.07 | ||
TOTAL RETURN(e) | 0.35 | % | ||
SUPPLEMENTAL DATA AND RATIOS: | ||||
Net assets, end of period (in thousands) | $ | 12,041 | ||
Ratio of expenses to average net assets(f)(g) | 0.70 | % | ||
Ratio of net investment income (loss) to average net assets(f)(g) | 12.19 | % | ||
Portfolio turnover rate(e)(h) | 2 | % |
(a) | Inception date of the Fund was January 22, 2025. |
(b) | Net investment income per share has been calculated based on average shares outstanding during the period. |
(c) | Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying exchange traded funds in which the Fund invests. The ratio does not include net investment income of the exchange traded funds in which the Fund invests. |
(d) | Realized and unrealized gains and losses per share in the caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Statements of Operations due to share transactions for the period. |
(e) | Not annualized for periods less than one year. |
(f) | Annualized for periods less than one year. |
(g) | These ratios exclude the impact of expenses of the underlying exchange traded funds as represented in the Schedule of Investments. |
(h) | Portfolio turnover rate excludes in-kind transactions. |
The accompanying notes are an integral part of these financial statements. | 9 |
Notes to the Financial Statements | FolioBeyond ETFs |
January 31, 2025 (Unaudited)
NOTE 1 – ORGANIZATION |
The FolioBeyond Alternative Income and Interest Rate Hedge ETF (the “RISR ETF”) and the FolioBeyond Enhanced Fixed Income Premium ETF (the “FIXP ETF”) (each, a “Fund”, and collectively, the “Funds”) are each a diversified series of Tidal ETF Trust (the “Trust”). The Trust was organized as a Delaware statutory trust on June 4, 2018 and is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open- end management investment company and the offering of each Fund’s shares (“Shares”) is registered under the Securities Act of 1933, as amended. The Trust is governed by the Board of Trustees (the “Board”). Tidal Investments LLC (“Tidal Investments” or the “Adviser”), a Tidal Financial Group company, serves as investment adviser to the Funds and FolioBeyond, LLC (the “Sub-Adviser”) serves as investment sub-adviser to the Funds. Each Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services—Investment Companies.” The RISR ETF commenced operations on September 30, 2021. The FIXP ETF commenced operations on January 22, 2025.
The investment objective of the RISR ETF is to seek to provide current income and protect against rising interest rates. The investment objective of the FIXP ETF is to seek to provide income and, secondarily, long-term capital appreciation.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES |
The following is a summary of significant accounting policies consistently followed by the Funds. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
A. | Security Valuation. Equity securities, which may include Real Estate Investment Trusts (“REITs”), Business Development Companies (“BDCs”), and Master Limited Partnerships (“MLPs”), listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on the NASDAQ Stock Market, LLC (“NASDAQ”)), including securities traded over-the-counter (“OTC”), are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded on the valuation date (or at approximately 4:00 p.m. EST if a security’s primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price or mean between the most recent quoted bid and ask prices for long and short positions. For a security that trades on multiple exchanges, the primary exchange will generally be considered the exchange on which the security is generally most actively traded. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. Prices of securities traded on the securities exchange will be obtained from recognized independent pricing agents each day that the Funds are open for business. |
Debt securities are valued by using an evaluated mean of the bid and ask prices provided by independent pricing agents. The independent pricing agents may employ methodologies that utilize actual market transactions (if the security is actively traded), broker dealer supplied valuations, or other methodologies designed to identify the market value for such securities. In arriving at valuations, such methodologies generally consider factors such as security prices, yields, maturities, call features, ratings and developments relating to specific securities.
Options are valued at the last quoted sales price. If there is no such reported sale on the valuation date, both long and short positions are valued at the mean between the most recent quoted bid and ask prices.
Reverse repurchase agreements are valued at their acquisition cost, and assessed for credit adjustments, which represents fair value.
Under Rule 2a-5 of the 1940 Act, a fair value will be determined for securities for which quotations are not readily available by the Valuation Designee (as defined in Rule 2a-5) in accordance with the Pricing and Valuation Policy and Fair Value Procedures, as applicable, of the Adviser, subject to oversight by the Board. When a security is “fair valued,” consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors set forth in the Adviser’s Pricing and Valuation Policy and Fair Value Procedures, as applicable. Fair value pricing is an inherently subjective process, and no single standard exists for determining fair value. Different funds could reasonably arrive at different values for the same security. The use of fair value pricing by a fund may cause the net asset value (“NAV”) of its shares to differ significantly from the NAV that would be calculated without regard to such considerations.
10
Notes to the Financial Statements | FolioBeyond ETFs |
January 31, 2025 (Unaudited)
As described above, each Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:
Level 1 – | Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access. |
Level 2 – | Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data. |
Level 3 – | Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Funds’ own assumptions about the assumptions a market participant would use in valuing the asset or liability and would be based on the best information available. |
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The following is a summary of the inputs used to value each Fund’s investments as of January 31, 2025:
FolioBeyond Alternative Income and Interest Rate Hedge ETF | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Investments : | ||||||||||||||||
Collateralized Mortgage Obligations | $ | — | $ | 116,472,143 | $ | — | $ | 116,472,143 | ||||||||
Money Market Funds | 5,064,674 | — | — | 5,064,674 | ||||||||||||
Total Investments | $ | 5,064,674 | $ | 116,472,143 | $ | — | $ | 121,536,817 |
FolioBeyond Enhanced Fixed Income Premium ETF | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Investments: | ||||||||||||||||
Exchange Traded Funds | $ | 11,762,551 | $ | — | $ | — | $ | 11,762,551 | ||||||||
Purchased Options | — | 1,029 | — | 1,029 | ||||||||||||
Total Investments | $ | 11,762,551 | $ | 1,029 | $ | — | $ | 11,763,580 | ||||||||
Liabilities: | ||||||||||||||||
Investments: | ||||||||||||||||
Written Options | $ | — | $ | (11,375 | ) | $ | — | $ | (11,375 | ) | ||||||
Total Investments | $ | — | $ | (11,375 | ) | $ | — | $ | (11,375 | ) |
Refer to the Schedule of Investments for further disaggregation of investment categories.
B. | Derivative Instruments. The RISR ETF may purchase options on bonds or swaps to mitigate the risk of downward movement in interest rates. The FIXP ETF may purchase options on ETFs. As the buyer of a call option, each Fund has a right to buy the underlying reference instrument (e.g., a currency or security) at the exercise price at any time during the option period (for American style options). Each Fund may enter into closing sale transactions with respect to call options, exercise them, or permit them to expire. For example, a Fund may buy call options on underlying reference instruments that it intends to buy with the goal of limiting the risk of a substantial increase in their market price before the purchase is affected. Unless the price of the underlying reference instrument changes sufficiently, a call option purchased by a Fund may expire without any value to the Fund, in which case such Fund would experience a loss to the extent of the premium paid for the option plus related transaction costs. |
11
Notes to the Financial Statements | FolioBeyond ETFs |
January 31, 2025 (Unaudited)
As the buyer of a put option, each Fund has the right to sell the underlying reference instrument at the exercise price at any time during the option period (for American style options). Like a call option, each Fund may enter into closing sale transactions with respect to put options, exercise them, or permit them to expire. A Fund may buy a put option on an underlying reference instrument owned by the Fund (a protective put) as a hedging technique in an attempt to protect against an anticipated decline in the market value of the underlying reference instrument. Such hedge protection is provided only during the life of the put option when a Fund, as the buyer of the put option, is able to sell the underlying reference instrument at the put exercise price, regardless of any decline in the underlying instrument’s market price. Each Fund may also seek to offset a decline in the value of the underlying reference instrument through appreciation in the value of the put option. Put options may also be purchased with the intent of protecting unrealized appreciation of an instrument when the Sub-Adviser deems it desirable to continue to hold the instrument because of tax or other considerations. The premium paid for the put option and any transaction costs would reduce any short-term capital gain that may be available for distribution when the instrument is eventually sold. Buying put options at a time when the buyer does not own the underlying reference instrument allows the buyer to benefit from a decline in the market price of the underlying reference instrument, which generally increases the value of the put option.
If a put option is not terminated in a closing sale transaction when it has remaining value, and if the market price of the underlying reference instrument remains equal to or greater than the exercise price during the life of the put option, the buyer would not make any gain upon exercise of the option and would experience a loss to the extent of the premium paid for the option plus related transaction costs. In order for the purchase of a put option to be profitable, the market price of the underlying reference instrument must decline sufficiently below the exercise price to cover the premium and transaction costs.
Writing options may permit the writer to generate additional income in the form of the premium received for writing the option. The writer of an option may have no control over when the underlying reference instruments must be sold (in the case of a call option) or purchased (in the case of a put option) because the writer may be notified of exercise at any time prior to the expiration of the option (for American style options). In general, though, options are infrequently exercised prior to expiration. Whether or not an option expires unexercised, the writer retains the amount of the premium. Writing “covered” call options means that the writer owns the underlying reference instrument that is subject to the call option. Call options may also be written on reference instruments that the writer does not own.
If a Fund writes a covered call option, any underlying reference instruments that are held by the Fund and are subject to the call option will be earmarked on the books of such Fund as segregated to satisfy its obligations under the option. A Fund will be unable to sell the underlying reference instruments that are subject to the written call option until it either effects a closing transaction with respect to the written call, or otherwise satisfies the conditions for release of the underlying reference instruments from segregation. As the writer of a covered call option, a Fund gives up the potential for capital appreciation above the exercise price of the option should the underlying reference instrument rise in value. If the value of the underlying reference instrument rises above the exercise price of the call option, the reference instrument will likely be “called away,” requiring a Fund to sell the underlying instrument at the exercise price. In that case, the Fund will sell the underlying reference instrument to the option. An option on a bond or swap gives the holder the right to receive, upon exercise of the option, an amount of cash if the closing value of the underlying bond or swap is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option.
Each Fund has adopted financial reporting rules and regulations that require enhanced disclosure regarding derivatives and hedging activity intending to improve financial reporting of derivative instruments by enabling investors to understand how an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity’s results of operations and financial position.
12
Notes to the Financial Statements | FolioBeyond ETFs |
January 31, 2025 (Unaudited)
For the period ended January 31, 2025, the FIXP ETF’s monthly average quantity and notional value are described below:
Average | Average Notional | |||||||||
Contracts | Amount | |||||||||
FIXP ETF | Purchased Options | 748 | $ | 6,083,636 | ||||||
Written Options | 1,312 | 7,908,136 |
Statements of Assets and Liabilities
Fair value of derivative instruments as of January 31, 2025:
Asset Derivatives as of January 31, 2025 |
Liability Derivatives as of January 31, 2025 |
|||||||||||||
Fund |
Derivative Instruments |
Balance Sheet Location |
Fair Value | Balance Sheet Location | Fair Value | |||||||||
FIXP ETF | ||||||||||||||
Equity Contracts: | ||||||||||||||
Purchased Options |
Unaffiliated Investments in securities, at value |
$ | 1,029 | None | $ | — | ||||||||
Written Options | None | $ | — | Written option contracts, at value | $ | 11,375 |
Statements of Operations
The effect of derivative instruments on the Statements of Operations for the period ended January 31, 2025:
Fund | Derivative Instruments |
Location of Gain (Loss) on Derivatives Recognized in Income |
Realized Gain (Loss) on Derivatives Recognized in Income |
Change in Unrealized on Derivatives Recognized in Income |
||||||||
FIXP ETF | Equity Contracts: | |||||||||||
Purchased Options |
Realized and unrealized gain from investments |
$ | (201 | ) | $ | (849 | ) | |||||
Written Options |
Realized and unrealized gain from written options |
— | $ | (5,710 | ) |
To achieve its Duration Target Range, the RISR ETF may also invest, to a lesser extent, in mortgage-backed securities (“MBS”) coupon swaps and MBS inverse IOs (“Inverse IOs”). MBS coupon swaps are transactions that involve the sale of one MBS and the simultaneous purchase of another MBS, which may be with different agencies and have different coupon payments. Inverse IOs are also funded through interest only payments, however, an inverse IO is a leveraged position and the payment received is adjusted based on the current level of a floating interest rate. Inverse IOs are created from a structured collateralized mortgage obligation (“CMO”) where the coupon formula is determined based on the difference between the underlying CMO tranche coupon and a floating rate (e.g., 1-month LIBOR), subject to a floor. The resulting coupon payment is based on the principal balance of the underlying CMO tranche. An Inverse IO, therefore, will exhibit a combination of its coupon rate declining as short-term interest rates rise (and vice versa for falling short-term interest rates) along with sensitivity to prepayments as the present value of interest cash flows will increase as prepayments decline (and vice versa for rising prepayment rates). Since both prepayment and yield curve components increase the risk of Inverse IOs, they will be utilized infrequently and only when valuations are determined by the Sub-Adviser to be attractive.
13
Notes to the Financial Statements | FolioBeyond ETFs |
January 31, 2025 (Unaudited)
C. | Reverse Repurchase Agreements. Each Fund may enter into reverse repurchase agreements, which involve the sale of securities held by a Fund subject to its agreement to repurchase the securities at an agreed-upon date or upon demand and at a price reflecting a market rate of interest. Reverse repurchase agreements are subject to each Fund’s limitation on borrowings and may be entered into only with banks or securities dealers or their affiliates. While a reverse repurchase agreement is outstanding, each Fund will maintain the segregation, either on its records or with its custodian bank, of cash or other liquid securities, marked-to-market daily, in an amount at least equal to its obligations under the reverse repurchase agreement. |
Reverse repurchase agreements involve the risk that the buyer of the securities sold by the Fund might be unable to deliver them when a Fund seeks to repurchase. If the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, the buyer or trustee or receiver may receive an extension of time to determine whether to enforce the Fund’s obligation to repurchase the securities, and the Fund’s use of the proceeds of the reverse repurchase agreement may effectively be restricted pending such decision. The Funds did not make any interest payments under reverse repurchase agreements during the period ended January 31, 2025.
D. | Federal Income Taxes. Each Fund has elected to be taxed as a “regulated investment company” and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provision for federal income taxes or excise taxes has been made. |
In order to avoid imposition of the excise tax applicable to regulated investment companies, each Fund intends to declare as dividends in each calendar year at least 98% of its net investment income (earned during the calendar year) and at least 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years. As a registered investment company, each Fund is subject to a 4% excise tax that is imposed if a Fund does not distribute by the end of any calendar year at least the sum of (i) 98% of its ordinary income (not taking into account any capital gain or loss) for the calendar year and (ii) 98.2% of its capital gain in excess of its capital loss (adjusted for certain ordinary losses) for a one year period generally ending on October 31 of the calendar year (unless an election is made to use a Fund’s fiscal year). Each Fund generally intends to distribute income and capital gains in the manner necessary to minimize (but not necessarily eliminate) the imposition of such excise tax. The Funds may retain income or capital gains and pay excise tax when it is determined that doing so is in the best interest of shareholders. Management evaluates the costs of the excise tax relative to the benefits of retaining income and capital gains, including that such undistributed amounts (net of the excise tax paid) remain available for investment by the Funds and are available to supplement future distributions. Tax expense is disclosed in the Statements of Operations, if applicable.
As of January 31, 2025, the Funds did not have any tax positions that did not meet the threshold of being sustained by the applicable tax authority. Generally, tax authorities can examine all the tax returns filed for the last three years. Each Fund identifies its major tax jurisdiction as U.S. Federal and the Commonwealth of Delaware; however, the Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits on uncertain tax positions as income tax expense in the Statements of Operations.
E. | Securities Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Gains and losses from paydowns on mortgage and asset-backed securities are recorded as adjustments to interest income. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Dividends received from REITs generally are comprised of ordinary income, capital gains, and may include return of capital. Interest income is recorded on an accrual basis. Other non-cash dividends are recognized as investment income at the fair value of the property received. Withholding taxes on foreign dividends have been provided for in accordance with the Funds’ understanding of the applicable country’s tax rules and rates. |
14
Notes to the Financial Statements | FolioBeyond ETFs |
January 31, 2025 (Unaudited)
F. | Distributions to Shareholders. Distributions to shareholders from net investment income, if any, for the Funds are declared and paid at least monthly for the RISR ETF and quarterly for the FIXP ETF. Distributions to shareholders from net realized gains on securities, if any, for the Funds normally are declared and paid at least annually. Distributions are recorded on the ex-dividend date. The FIXP ETF commenced operations shortly before the period ended January 31, 2025 and, as a result, has not yet declared or paid any distributions. |
G. | Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. |
H. | Share Valuation. The NAV per share of each Fund is calculated by dividing the sum of the value of the securities held by each Fund, plus cash or other assets, minus all liabilities by the total number of shares outstanding for each Fund, rounded to the nearest cent. Fund shares will not be priced on the days on which the New York Stock Exchange (“NYSE”) is closed for trading. |
I. | Guarantees and Indemnifications. In the normal course of business, the Funds enter into contracts with service providers that contain general indemnification clauses. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote. |
J. | Illiquid Securities. Pursuant to Rule 22e-4 under the 1940 Act, the Funds have adopted a Board-approved Liquidity Risk Management Program (the “Program”) that requires, among other things, that each Fund limit its illiquid investments that are assets to no more than 15% of the value of the Fund’s net assets. An illiquid investment is any security that a 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. If either Fund should be in a position where the value of illiquid investments held by a Fund exceeds 15% of the Fund’s net assets, the Fund will take such steps as set forth in the Program. |
K. | Derivatives Transactions. Pursuant to Rule 18f-4 under the 1940 Act, the SEC imposes limits on the amount of derivatives a fund can enter into, eliminates the asset segregation and cover framework arising from prior SEC guidance for covering derivatives and certain financial instruments currently used by funds to comply with Section 18 of the 1940 Act and treats derivatives as senior securities. Under Rule 18f-4, a fund’s derivatives exposure is limited through a value-at- risk test. Funds whose use of derivatives is more than a limited specified exposure amount are required to establish and maintain a comprehensive derivatives risk management program, subject to oversight by a fund’s board of trustees, and appoint a derivatives risk manager. The Funds implemented a Rule 18f-4 Derivative Risk Management Program that complies with Rule 18f-4. |
NOTE 3 – PRINCIPAL INVESTMENT RISKS |
A. | Affiliated ETF Risk (FIXP ETF Only). FolioBeyond acts as investment sub-adviser to one or more Affiliated ETFs in which the Fund may invest, and receives sub-advisory fees and profits generated by such ETFs. It is possible that a conflict of interest among the Fund and the Affiliated ETFs could affect how FolioBeyond fulfills its fiduciary duties to the Fund and the Affiliated ETFs. FolioBeyond may have a conflict of interest in allocating Fund assets among Affiliated ETFs and unaffiliated ETFs. In addition, FolioBeyond may have an incentive to consider the effect on an Affiliated ETF in which the Fund may invest in determining whether, and under what circumstances, to purchase or sell shares in that Affiliated ETF. Although FolioBeyond takes steps to address the conflicts of interest, it is possible that the conflicts could impact the Fund. |
B. | Associated Risk of Investing in Mortgage-Backed Interest Only Securities (RISR ETF Only). The value of interest-only mortgage-backed securities (“MBS IOs”) is more volatile than other types of mortgage-related securities. They are very sensitive not only to declining interest rates, but also to the rate of prepayments. MBS IOs involve the risk that borrowers may default on their mortgage obligations or the guarantees underlying the MBSs will default or otherwise fail and that, during periods of falling interest rates, MBSs will be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate. In addition, because there may be a drop in trading volume, or an inability to find a ready buyer, MBS IOs may be illiquid. In response to changes in interest rates or other market conditions, the value of an MBS inverse IOs (“Inverse IOs”) may decrease at a multiple of the decrease in the value of the underlying securities. If interest rates move in a manner not anticipated by the Sub-Adviser, the Fund could lose all or substantially all of its investment in Inverse IOs. |
15
Notes to the Financial Statements | FolioBeyond ETFs |
January 31, 2025 (Unaudited)
C. | Bond Sector Focus Risk (FIXP ETF Only). The Fund primarily invests in Bond Sector ETFs (as defined in the Fund’s prospectus), which focus on specific sectors of the fixed income market. Sector concentration can increase the Fund’s exposure to risks associated with those sectors, including changes in interest rates, liquidity, and economic conditions affecting those markets. |
D. | Credit Risk. An issuer or guarantor of debt instruments or the counterparty to a derivatives contract, repurchase agreement or loan of portfolio securities will be unable or unwilling to make its timely interest and/or principal payments or to otherwise honor its obligations. Debt instruments are subject to varying degrees of credit risk, which may be reflected in their credit ratings. There is the chance that each Fund’s portfolio holdings will have their credit ratings downgraded or will default (i.e., fail to make scheduled interest or principal payments), potentially reducing the Fund’s income level or share price. |
E. | Derivatives Risk. Each Fund’s derivative instruments have risks, including the imperfect correlation between the value of such instruments and the underlying assets or index; the loss of principal, including the potential loss of amounts greater than the initial amount invested in the derivative instrument; the possible default of the other party to the transaction; and illiquidity of the derivative instruments. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, each Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding. The derivatives used by the Funds may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Certain of Fund’s transactions in derivatives could also affect the amount, timing, and character of distributions to shareholders, which may result in the Fund’s realizing more ordinary income and short-term capital gain subject to tax at ordinary income tax rates than it would if it did not engage in such transactions, which may adversely impact the Fund’s after-tax returns. |
● | Options Risk. Options enable the Fund to purchase exposure that is significantly greater than the premium paid. Consequently, the value of such options can be volatile, and a small investment in options can have a large impact on the performance of the Fund. The Fund risks losing all or part of the cash paid (premium) for purchasing options. Even a small decline in the value of a reference asset underlying call options or a small increase in the value of a reference asset underlying put options can result in the entire investment in such options being lost. By writing call and put options in return for the receipt of premiums, the Fund will give up the opportunity to benefit from potential increases (for call options) or decreases (for put options) in the value of the underlying Bond Sector ETF above (for call options) or below (for put options) the exercise prices of the written options, but will continue to bear the risk of declines (for call options) or increases (for put options) in the value of the underlying Bond Sector ETF. The premiums received from the options may not be sufficient to offset any losses sustained from the volatility of the underlying Bond Sector ETF over time. This risk is elevated for uncovered options since the Fund does not hold an offsetting position, which could result in a loss significantly larger than the option premium received by the Fund. |
● | Swap Agreements Risk (RISR ETF Only). Swap agreements are entered into primarily with major global financial institutions for a specified period, which may range from one day to more than six months. The derivative transactions in which the Fund invests are generally traded in the OTC market, which generally has less transparency than exchange-traded derivatives instruments. In a standard swap transaction, two parties agree to exchange the return (or differentials in rates of return) earned or realized on particular predetermined reference assets or underlying securities or instruments. The gross return to be exchanged or swapped between the parties is calculated based on a notional amount or the return on or change in value of a particular dollar amount invested in a basket of securities representing a particular sector or index. |
F. | ETF Risks. |
● | Authorized Participants, Market Makers, and Liquidity Providers Concentration Risk. Each Fund has a limited number of financial institutions that are authorized to purchase and redeem Shares directly from the Funds (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. |
16
Notes to the Financial Statements | FolioBeyond ETFs |
January 31, 2025 (Unaudited)
● | Cash Redemption Risk. Each Fund’s investment strategy may require it to redeem Shares for cash or to otherwise include cash as part of its redemption proceeds. For example, the Funds may not be able to redeem in-kind certain securities held by the Funds (e.g., derivative instruments and bonds that cannot be broken up beyond certain minimum sizes needed for transfer and settlement). In such a case, the Funds may be required to sell or unwind portfolio investments to obtain the cash needed to distribute redemption proceeds. This may cause the Funds to recognize a capital gain that it might not have recognized if it had made a redemption in-kind. As a result, the Funds may have less cash efficiency and pay out higher annual capital gain distributions to shareholders than if the in-kind redemption process was used. |
● | 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. |
● | 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. |
● | Trading. Although Shares are listed 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 Funds’ 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. These adverse effects 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. |
G. | Fixed Income Risk. The prices of fixed income securities respond to economic developments, particularly interest rate changes, as well as to changes in an issuer’s credit rating or market perceptions about the creditworthiness of an issuer. In general, the market price of fixed income securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities. Changes in government intervention may have adverse effects on investments, volatility, and illiquidity in debt markets. These changes could cause a Fund’s NAV to fluctuate or make it more difficult for the Fund to accurately value its securities. How specific fixed income securities may react to changes in interest rates will depend on the specific characteristics of each security. |
H. | General Market Risk. Securities markets and individual securities will increase or decrease in value. Security prices may fluctuate widely over short or extended periods in response to market or economic news and conditions, and securities markets also tend to move in cycles. If there is a general decline in the securities markets, it is possible your investment may lose value regardless of the individual results of the companies in which the Funds invest. The magnitude of up and down price or market fluctuations over time is sometimes referred to as “volatility,” and it can be significant. In addition, different asset classes and geographic markets may experience periods of significant correlation with each other. As a result of this correlation, the securities and markets in which the Funds invest may experience volatility due to market, economic, political or social events and conditions that may not readily appear to directly relate to such securities, the securities’ issuer or the markets in which they trade. |
I. | Government Securities Risk (RISR ETF Only). The Fund invests in U.S. Treasury obligations and securities issued or guaranteed by the U.S. Treasury. U.S. government securities are subject to market risk, interest rate risk and credit risk. Securities, such as those issued or guaranteed by the U.S. Treasury, that are backed by the full faith and credit of the United States are guaranteed only as to the timely payment of interest and principal when held to maturity and the market prices for such securities will fluctuate. Notwithstanding that these securities are backed by the full faith and credit of the United States, circumstances could arise that would prevent the payment of interest or principal. This would result in losses to the Fund. |
J. | High Yield Securities Risk (FIXP ETF Only). Securities rated below investment grade are often referred to as high yield securities or “junk bonds.” Investments in lower rated corporate debt securities typically entail greater price volatility and principal and income risk. High yield securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than investment grade securities. The prices of high yield securities have been found to be more sensitive to adverse economic downturns or individual corporate developments. A projection of an economic downturn or of a period of rising interest rates, for example, could cause a decline in high yield security prices because the advent of a recession could lessen the ability of a highly leveraged company to make principal and interest payments on its debt securities. If an issuer of high yield securities defaults, in addition to risking payment of all or a portion of interest and principal, the Fund by investing in such securities may incur additional expenses to obtain recovery. |
17
Notes to the Financial Statements | FolioBeyond ETFs |
January 31, 2025 (Unaudited)
K. | Interest Rate Risk. Generally, the value of fixed income securities (not including MBS IOs with respect to the RISR ETF) will change inversely with changes in interest rates. As interest rates rise, the market value of fixed income securities tends to decrease. Conversely, as interest rates fall, the market value of fixed income securities tends to increase. This risk will be greater for long-term securities than for short-term securities. In addition, the interest rates payable on floating rate securities are not fixed and may fluctuate based upon changes in market rates. The interest rate on a floating rate security is a variable rate which is tied to another interest rate. Floating rate securities are subject to interest rate risk and credit risk. |
L. | Leverage Risk (FIXP ETF Only). The Fund’s options strategy may involve leverage, as the notional value (the total value of the underlying assets controlled by the options) of the options may exceed the Fund’s assets. The Fund may have a maximum notional exposure of up to 150% of its net assets through its option positions. Leverage can amplify losses, particularly during periods of market volatility. |
M. | Management Risk. Each Fund is actively-managed and may not meet its investment objectives based on the Sub-Adviser’s success or failure to implement investment strategies for the Funds. |
N. | MBS Risk (FIXP ETF Only). MBS may be particularly sensitive to changes in prevailing interest rates and economic conditions, including delinquencies and defaults. The prices of MBS, depending on their structure and the rate of payments, can be volatile. They are subject to prepayment risk (higher than expected prepayment rates of mortgage obligations due to a fall in market interest rates) and extension risk (lower than expected prepayment rates of mortgage obligations due to a rise in market interest rates). These risks increase the Fund’s overall interest rate risk. Some MBS receive government agency or private support, but there is no assurance that such support will remain in place. Non-agency MBS are subject to heightened risks as compared to agency MBS, including that non-agency MBS are not subject to the same underwriting requirements for the underlying mortgages that are applicable to those MBS that have a government or government-sponsored entity guarantee. |
O. | Models and Data Risk. The composition of each Fund’s portfolio is 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 the inclusion or exclusion of securities from each Funds’ portfolio universe that would have been excluded or included had the Models and Data been correct and complete. |
P. | Municipal Securities Risk (FIXP ETF Only). Municipal securities are subject to the risk that litigation, legislation or other political events, local business or economic conditions, credit rating downgrades, or the bankruptcy of the issuer could have a significant effect on an issuer’s ability to make payments of principal and/or interest or otherwise affect the value of such securities. Certain municipalities may have difficulty meeting their obligations due to, among other reasons, changes in underlying demographics. |
Q. | New Fund Risk (FIXP ETF Only). 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. |
R. | Options Overlay Risk (FIXP ETF Only). The Fund’s use of options involves various risks, including the risk that the options strategy may not provide the desired increase in income or may result in losses. Selling call and put options exposes the Fund to potentially significant losses if market movements are unfavorable. The Fund may also experience additional volatility and risk due to changes in implied volatility (the market’s forecast of future volatility), strike prices, and market conditions. The Fund may sell options on instruments other than the Fund’s Bond Sector ETFs. This can expose the Fund to the risk that options can vary in price in ways that do not correspond to the Bond Sector ETFs held by the Fund, so called basis-risk. While the vast majority of option contracts are sold prior to expiration, some in-the-money options contracts are exercised. It is possible that the Fund could be subject to such exercise notices and would have to acquire the underlying reference asset in the marketplace, at the then prevailing market price, which could generate a profit or a loss depending on the relationship between the reference asset and the Bond Sector ETF actually held by the Fund. The majority of the Fund’s options activity will involve selling or “writing” options in exchange for receipt of a premium from the buyer. From time to time, however, the Fund may also buy options as a risk management tool. Options bought and sold, even on the same underlying instrument, can move in unpredictable ways, and there can be no assurance that such buys and sells will achieve the Sub-Adviser’s risk management goals. |
18
Notes to the Financial Statements | FolioBeyond ETFs |
January 31, 2025 (Unaudited)
S. | Other Investment Companies/ Underlying ETF Risks. Each Fund will incur higher and duplicative expenses because it invests in Underlying ETFs (as defined in each Fund’s prospectus). There is also the risk that the Funds may suffer losses due to the investment practices of the Underlying ETFs. The Funds will be subject to substantially the same risks as those associated with the direct ownership of securities held by the Underlying ETFs. Additionally, the market price of the shares of an Underlying ETF in which each Fund invests will fluctuate based on changes in the NAV as well as changes in the supply and demand of its shares in the secondary market. It is also possible that an active secondary market for an Underlying ETF’s shares may not develop, and market trading in the shares of the Underlying ETF may be halted under certain circumstances. Underlying ETFs are also subject to the “ETF Risks” described above. |
T. | Prepayment Risk. The issuer of certain securities may repay principal in advance, especially when yields fall. Changes in the rate at which prepayments occur can affect the return on investment of these securities. When debt obligations are prepaid or when securities are called, each Fund may have to reinvest in securities with a lower yield. Each Fund also may fail to recover additional amounts (i.e., premiums) paid for securities with higher coupons, resulting in an unexpected capital loss. |
U. | Short Position Risk (FIXP ETF Only). The Fund’s short positions in options (selling options without owning the underlying asset) carry significant risk, as potential losses can be theoretically unlimited if market conditions move unfavorably. For example, a short call option could lead to a loss if the price of the Underlying ETF (as defined in the Fund’s prospectus) rises sharply, forcing the Fund to purchase the ETF at a much higher price to fulfill the contract. |
V. | Sovereign Debt Risk (FIXP ETF Only). These investments are subject to the risk that a governmental entity may delay or refuse to pay interest or repay principal on its sovereign debt, due, for example, to cash flow problems, insufficient foreign currency reserves, political considerations, the relative size of the governmental entity’s debt position in relation to the economy or the failure to put in place economic reforms required by the International Monetary Fund or other multilateral agencies. If a governmental entity defaults, it may ask for more time in which to pay or for further loans. There is no legal process for collecting sovereign debt that a government does not pay nor are there bankruptcy proceedings through which all or part of the sovereign debt that a governmental entity has not repaid may be collected. These risks are more pronounced in emerging market countries. |
W. | U.S. Government and U.S. Agency Obligations Risk (FIXP ETF Only). U.S. Government obligations include securities issued or guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities, such as the U.S. Treasury. Payment of principal and interest on U.S. Government obligations may be backed by the full faith and credit of the United States or may be backed solely by the issuing or guaranteeing agency or instrumentality itself. In the latter case, the investor must look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment, which agency or instrumentality may be privately owned. There can be no assurance that the U.S. Government would provide financial support to its agencies or instrumentalities (including government-sponsored enterprises) where it is not obligated to do so. |
NOTE 4 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS |
The Adviser serves as investment adviser to the Funds pursuant to an investment advisory agreement between the Adviser and the Trust, on behalf of the Funds (the “Advisory Agreement”), and, pursuant to the Advisory Agreement, provides investment advice to the Funds and oversees the day-to-day operations of the Funds, subject to the direction and oversight of the Board. The Adviser is also responsible for trading portfolio securities for the Funds, including selecting broker- dealers to execute purchase and sale transactions, subject to the supervision of the Board. The Adviser provides oversight of the Sub-Adviser and review of the Sub-Adviser’s performance.
19
Notes to the Financial Statements | FolioBeyond ETFs |
January 31, 2025 (Unaudited)
Pursuant to the Advisory Agreement, each Fund pays the Adviser a unitary management fee (the “Investment Advisory Fee”) based on the average daily net assets of each Fund as follows:
Fund | Investment Advisory Fee | |||
RISR ETF | 0.99 | % | ||
FIXP ETF | 0.70 | % |
Out of the Investment Advisory Fee, the Adviser is obligated to pay or arrange for the payment of substantially all expenses of the Funds, including the cost of sub-advisory, transfer agency, custody, fund administration, and all other related services necessary for the Funds to operate. Under the Advisory Agreement, the Adviser has agreed to pay, or require the Sub-Adviser to pay, all expenses incurred by each 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 Funds under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (collectively, “Excluded Expenses”), and the Investment Advisory Fees payable to the Adviser. The Investment Advisory Fees incurred are paid monthly to the Adviser. Investment Advisory Fees for the period ended January 31, 2025 are disclosed in the Statements of Operations.
The Sub-Adviser serves as investment sub-adviser to the Funds, pursuant to a sub-advisory agreement between the Adviser and the Sub-Adviser with respect to the Funds (the “Sub-Advisory Agreement”). Pursuant to the Sub-Advisory Agreement, the Sub-Adviser is responsible for the day-to-day management of each Fund’s portfolio, including determining the securities purchased and sold by the Funds, subject to the supervision of the Adviser and the Board. The Sub-Adviser is paid a fee by the Adviser, which is calculated daily and paid monthly, at an annual rate of 0.02% of each Fund’s average daily net assets (the “Sub-Advisory Fee”). The Sub-Adviser has agreed to assume the Adviser’s obligation to pay all expenses incurred by the Funds except for the Sub-Advisory Fee and Excluded Expenses. For assuming the payment obligations for the Funds, the Adviser has agreed to pay the Sub-Adviser the profits, if any, generated by the Funds’ Investment Advisory Fees, less a contractual fee retained by the Adviser. Expenses incurred by the Funds and paid by the Sub-Adviser include fees charged by Tidal (defined below), which is an affiliate of the Adviser.
Tidal ETF Services LLC (“Tidal”), a Tidal Financial Group company and an affiliate of the Adviser, serves as the Funds’ administrator and, in that capacity, performs various administrative and management services for the Funds. Tidal coordinates the payment of Fund-related expenses and manages the Trust’s relationships with its various service providers. As compensation for the services it provides, Tidal receives a fee based on each Fund’s average daily net assets, subject to a minimum annual fee. Tidal also is entitled to certain out-of-pocket expenses for the services mentioned above.
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”), serves as the Funds’ sub-administrator, fund accountant and transfer agent. In those capacities, Fund Services performs various administrative and accounting services for the Funds. Fund Services prepares various federal and state regulatory filings, reports and returns for the Funds, including regulatory compliance monitoring and financial reporting; prepares reports and materials to be supplied to the Board; and monitors the activities of the Funds’ custodian. U.S. Bank N.A. (the “Custodian”), an affiliate of Fund Services, serves as the Funds’ custodian.
Foreside Fund Services, LLC (the “Distributor”) acts as the Funds’ principal underwriter in a continuous public offering of the Funds’ shares.
Certain officers and a trustee of the Trust are affiliated with the Adviser. Neither the affiliated trustee nor the Trust’s officers receive compensation from the Funds.
NOTE 5 – SEGMENT REPORTING |
In accordance with the FASB Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, the Funds have evaluated their business activities and determined that they each operate as a single reportable segment.
Each Fund’s investment activities are managed by the Adviser, which serves as the Chief Operating Decision Maker (“CODM”). The Adviser is responsible for assessing each Fund’s financial performance and allocating resources. In making these assessments, the Adviser evaluates each Fund’s financial results on an aggregated basis, rather than by separate segments. As such, the Funds do not allocate operating expenses or assets to multiple segments, and accordingly, no additional segment disclosures are required.
The Funds primarily generate income through dividends, interest, and realized/unrealized gains on their investment portfolios. Expenses incurred, including management fees, Fund operating expenses, and transaction costs, are considered general Fund-level expenses and are not allocated to specific segments or business lines.
20
Notes to the Financial Statements | FolioBeyond ETFs |
January 31, 2025 (Unaudited)
Management has determined that the Funds do not meet the criteria for disaggregated segment reporting under ASU 2023-07 and will continue to evaluate its reporting requirements in accordance with applicable accounting standards.
NOTE 6 – PURCHASES AND SALES OF SECURITIES |
For the period ended January 31, 2025, the cost of purchases and proceeds from the sales or maturities of securities, excluding short-term investments, U.S. government securities and in-kind transactions were as follows:
Fund | Purchases | Sales | ||||||
RISR ETF | $ | 71,474,297 | $ | 5,394,118 | ||||
FIXP ETF | 3,340,596 | 183,588 |
For the period ended January 31, 2025, there were no purchases or sales of long-term U.S. government securities.
For the period ended January 31, 2025, in-kind transactions associated with creations and redemptions for the Funds were as follows:
Fund | Purchases | Sales | ||||||
RISR ETF | $ | — | $ | — | ||||
FIXP ETF | 8,598,593 | — |
NOTE 7 – AFFILIATED SECURITIES |
The FIXP ETF held affiliated securities of the following companies during the period ended January 31, 2025. Transactions during the period in these securities of affiliated companies were as follows:
Fair Value | ||||||||||||||||||||||||||||||||||||
Change in | ||||||||||||||||||||||||||||||||||||
Realized | Unrealized | |||||||||||||||||||||||||||||||||||
Security | Share Balance | Balance | Gain | Appreciation/ | Fair Value at | Dividend | Return of | |||||||||||||||||||||||||||||
Name | 1/31/2025 | 1/22/2025 | Purchases | Sales | (Loss) | (Depreciation) | 1/31/2025 | Income | Capital | |||||||||||||||||||||||||||
RISR ETF | 95,615 | $ | — | $ | 3,606,837 | $ | (75,928 | ) | $ | (539 | ) | $ | (17,475 | ) | $ | 3,512,895 | $ | 15,768 | $ | — |
NOTE 8 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS |
The tax character of distributions paid during the period ended January 31, 2025 (estimated) and prior fiscal year ended July 31, 2024, were as follows:
Distributions | January 31, | July 31, | ||||||||
Fund | paid from: | 2025 | 2024 | |||||||
RISR ETF | Ordinary income | $ | 1,883,371 | $ | 4,597,545 | |||||
FIXP ETF | Ordinary income | $ | — | $ | — |
As of the prior fiscal year ended July 31, 2024, the components of distributable earnings on a tax basis for the RISR ETF were as follows:
Investments, at cost | $ | 48,201,608 | ||
Gross tax unrealized appreciation | 9,224,719 | |||
Gross tax unrealized depreciation | (1,007,386 | ) | ||
Net tax unrealized appreciation (depreciation) | 8,217,333 | |||
Undistributed ordinary income (loss) | 122,871 | |||
Undistributed long-term capital gain (loss) | — | |||
Total distributable earnings | 122,871 | |||
Other accumulated gain (loss) | (4,590,901 | ) | ||
Total distributable earnings | $ | 3,749,303 |
21
Notes to the Financial Statements | FolioBeyond ETFs |
January 31, 2025 (Unaudited)
Net capital losses and net investment losses incurred after October 31 (post-October losses) and net investment losses incurred after December 31 (late-year losses), and within the taxable year, may be elected to be deferred to the first business day of each Fund’s next taxable year. As of the prior fiscal year ended July 31, 2024, the RISR ETF had not elected to defer any post-October or late-year losses.
As of the prior fiscal year ended July 31, 2024, the RISR ETF had long-term and short-term capital loss carryovers, which will be carried forward indefinitely to offset future realized capital gains as follows:
Long-Term Capital Loss | Short-Term Capital | |||||
Fund | Carryovers | Loss Carryovers | ||||
RISR ETF | $ | — | 4,590,901 |
The RISR ETF utilized $52,480 of short-term capital losses during the prior fiscal year ended July 31, 2024.
NOTE 9 – CREDIT FACILITY |
U.S. Bank N.A. has made available to the RISR ETF a credit facility pursuant to a Loan Agreement for temporary or extraordinary purposes. Credit facility details for the six-months ended January 31, 2025, were as follows:
Maximum available credit | $ | 50,000,000 | ||
Largest amount outstanding on an individual day | $ | 1,809,000 | ||
Average daily loan outstanding | $ | 10,415 | ||
Credit facility outstanding as of January 31, 2025 | — | |||
Average interest rate, when in use | 8.50 | % | ||
Interest rate terms | Prime | |||
Interest rate as of January 31, 2025 | 7.50 | % | ||
Expiration date | June 25, 2025 |
Interest expense incurred for the six-months ended January 31, 2025 is disclosed in the Statements of Operations, if applicable. The credit facility is an uncommitted, senior secured 364-day umbrella line of credit used for the benefit of certain funds within the Trust. For the six-months ended January 31, 2025, the interest expense due to borrowings was $23,063.
The maximum available credit is disclosed at the Trust level. The Fund’s ability to borrow is therefore limited by borrowings of other funds within the Trust which are party to the agreement and to one-third of the Fund’s total assets.
NOTE 10 – SHARES TRANSACTIONS |
Shares of the Funds are listed and traded on the Exchange. Market prices for the shares may be different from their NAV. The Funds issue and redeem shares on a continuous basis at NAV generally in large blocks of shares, called Creation Units. Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, shares generally trade in the secondary market at market prices that change throughout the day. Except when aggregated in Creation Units, shares are not redeemable securities of the Funds. Creation Units may only be purchased or redeemed by Authorized Participants. An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a Depository Trust Company participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the shares directly from the Funds. Rather, most retail investors may purchase shares in the secondary market with the assistance of a broker and are subject to customary brokerage commissions or fees.
22
Notes to the Financial Statements | FolioBeyond ETFs |
January 31, 2025 (Unaudited)
Each Fund currently offers one class of shares, which has no front-end sales load, no deferred sales charge, and no redemption fee. A fixed transaction fee is imposed for the transfer and other transaction costs associated with the purchase or sale of Creation Units. The standard fixed transaction fee for each Fund is $300, payable to the Custodian. The fixed transaction fee may be waived on certain orders if the Funds’ Custodian has determined to waive some or all of the costs associated with the order or another party, such as the Adviser, has agreed to pay such fee. In addition, a variable fee may be charged on all cash transactions or substitutes for Creation Units and Redemption Units of up to a maximum of 0.10% for the RISR ETF and 2% for the FIXP ETF of the value of the Creation Units and Redemption Units subject to the transaction. Variable fees are imposed to compensate the Funds for transaction costs associated with the cash transactions. Variable fees received by the Funds, if any, are disclosed in the capital shares transactions section of the Statements of Changes in Net Assets. The Funds may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Funds have equal rights and privileges.
NOTE 11 – RECENT MARKET EVENTS |
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 uncertainty regarding inflation and central banks’ interest rate changes, the possibility of a national or global recession, trade tensions and tariffs, political events, armed conflict, war, and geopolitical conflict. 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.
NOTE 12 – SUBSEQUENT EVENTS |
In preparing these financial statements, management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. Management has determined that there are no subsequent events that would need to be recognized or disclosed in the Funds’ financial statements.
23 |
(b) | Financial Highlights are included within the financial statements filed under Item 7(a) of this Form.” |
Item 8. Changes in and Disagreements with Accountants for Open-End Investment Companies.
There have been no changes in or disagreements with the Fund’s accountants.
Item 9. Proxy Disclosure for Open-End Investment Companies.
There were no matters submitted to a vote of shareholders during the period covered by the report.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
See Item 7(a). Under the Investment 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, including Trustee compensation, except for certain excluded expenses.
Item 11. Statement Regarding Basis for Approval of Investment Advisory and Sub-Advisory Contracts.
FolioBeyond Alternative Income and Interest Rate Hedge ETF
The Board of Trustees (the “Board” or the “Trustees”) of Tidal ETF Trust (the “Trust”) met at a meeting held on September 18, 2024 to consider the renewal of the Investment Advisory Agreement (the “Advisory Agreement”) between the Trust, on behalf of the FolioBeyond Alternative Income and Interest Rate Hedge ETF (the “Fund”), a series of the Trust, and Tidal Investments LLC, the Fund’s investment adviser (the “Adviser”). Prior to this meeting, the Board requested and received materials to assist them in considering the renewal of the Advisory Agreement. The materials provided contained information with respect to the factors enumerated below, including a copy of the Advisory Agreement, a memorandum prepared by outside legal counsel to the Trust and Independent Trustees discussing in detail the Trustees’ fiduciary obligations and the factors they should assess in considering the renewal of the Advisory Agreement, due diligence materials relating to the Adviser (including the due diligence response completed by the Adviser with respect to a specific request letter from outside legal counsel to the Trust and Independent Trustees, the Adviser’s Form ADV, select ownership, organizational, financial and insurance information for the Adviser, biographical information of the Adviser’s key management and compliance personnel, detailed comparative information regarding the unitary advisory fee for the Fund, and information regarding the Adviser’s compliance program) and other pertinent information. Based on their evaluation of the information provided, the Trustees, by a unanimous vote (including a separate vote of the Trustees who are not “interested persons,” as that term is defined in the Investment Company Act of 1940, as amended (the “Independent Trustees”)), approved the renewal of the Advisory Agreement for an additional one-year term.
Discussion of Factors Considered
In considering the renewal of the Advisory Agreement and reaching their conclusions, the Trustees reviewed and analyzed various factors that they determined were relevant, including the factors enumerated below.
1. | Nature, Extent and Quality of Services Provided. The Board considered the nature, extent and quality of the Adviser’s overall services provided to the Fund as well as its specific responsibilities in all aspects of day-to-day investment management of the Fund, including trade execution and recommendations with respect to the hiring, termination, or replacement of sub-advisers to the Fund. The Board considered the qualifications, experience and responsibilities of the Adviser’s investment management team, including Michael Venuto and Charles Ragauss, who each serve as a portfolio manager to the Fund, as well as the responsibilities of other key personnel of the Adviser involved in the day-to-day activities of the Fund. The Board reviewed due diligence information provided by the Adviser, including information regarding the Adviser’s compliance program, its compliance personnel and compliance record, as well as the Adviser’s cybersecurity program and business continuity plan. The Board noted that the Adviser does not manage any other accounts that utilize a strategy similar to that employed by the Fund. |
The Board also considered other services provided to the Fund, such as monitoring adherence to the Fund’s investment strategy and restrictions, oversight of FolioBeyond, LLC (“FolioBeyond” or the “Sub-Adviser”), the Fund’s sub-adviser, and other service providers to the Fund, monitoring compliance with various Fund policies and procedures and with applicable securities regulations, the investment purpose and potential benefits and risks of the Fund’s use of derivatives instruments, as applicable, and monitoring the extent to which the Fund achieves its investment objective as an actively-managed ETF. The Board noted that the Adviser is responsible for trade execution for the Fund and the Sub-Adviser is responsible for portfolio investment decisions for the Fund, subject to the supervision of the Adviser.
The Board concluded that the Adviser had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the Advisory Agreement and managing the Fund and that the nature, overall quality and extent of the management services provided to the Fund, as well as the Adviser’s compliance program, were satisfactory.
2. | Investment Performance of the Fund and the Adviser. The Board considered the investment performance of the Fund and the Adviser. The Board also considered the Fund’s performance against its benchmark index and select peer groups. The Board also considered that because the portfolio investment decision-making for the Fund is performed by the Sub-Adviser, the Fund’s performance is not the direct result of investment decisions made by the Adviser. |
The Board considered the performance of the Fund on an absolute basis, in comparison to its benchmark index (the Bloomberg U.S. Aggregate Bond Index) and a secondary index (the ICE U.S. Treasury 7-10 Year Bond 1X Inverse Index). The Board also considered comparative information prepared by the Adviser, in partnership with AltaVista Research, LLC, a third-party ETF research firm, comparing the Fund to a peer group of ETFs within the Fund’s designated Morningstar category (a peer group of U.S. nontraditional bond funds) (the “RISR Peer Group”), as well as a peer group of ETFs representing a subset of the RISR Peer Group based on select criteria (the “RISR Select Peer Group”). The Board noted that the Fund outperformed the Bloomberg U.S. Aggregate Bond Index and the ICE U.S. Treasury 7-10 Year Bond 1X Inverse Index for the year-to-date, one-year and since inception periods ended June 30, 2024. The Board also considered that the Fund outperformed the RISR Peer Group median and average over the one-year period ended August 2, 2024. The Board also noted that the Fund ranked fifth out of 19 funds in the RISR Peer Group over the one-year period ended August 2, 2024.
After considering all of the information the Board concluded that the performance of the Fund was satisfactory under current market conditions and that the Adviser has the necessary expertise and resources in providing investment advisory services in accordance with the Fund’s investment objective and strategies. Although past performance is not a guarantee or indication of future results, the Board determined that the Fund and its shareholders were likely to benefit from the Adviser’s continued management.
3. | Cost of Services Provided and Profits Realized by the Adviser. The Board considered the cost of services and the structure of the Adviser’s advisory fee, including a review of comparative expenses, expense components and peer group selection. The Board took into consideration that the advisory fee for the Fund was a “unitary fee,” meaning that the Fund pays no expenses other than the advisory fee and certain other costs such as interest, brokerage, and extraordinary expenses and, to the extent it is implemented, fees pursuant to the Fund’s Rule 12b-1 Plan. The Board noted that the Adviser continues to be responsible for compensating the Fund’s other service providers and paying the Fund’s other expenses out of its own fees and resources, subject to the Sub-Adviser’s contractual agreement to assume a portion of such obligation in exchange for a corresponding portion of the profits, if any, generated by the Fund’s unitary fee. The Board also considered the overall profitability of the Adviser and examined the level of profits accrued to the Adviser from the fees payable under the Advisory Agreement. The Board considered that the Fund’s advisory fee of 0.99% was above the RISR Peer Group and RISR Select Peer Group averages of 0.641% and 0.716%, respectively, and that the Fund’s expense ratio of 1.13% (which includes interest expenses of 0.14%) was above the RISR Peer Group and RISR Select Peer Group averages of 0.65% and 0.752%, respectively. |
The Board concluded that the Fund’s expense ratio and the advisory fee were fair and reasonable in light of the comparative performance, advisory fee and expense information and the investment management services provided to the Fund by the Adviser given the nature of the Fund’s investment strategy. The Board also evaluated, based on a profitability analysis prepared by the Adviser, the fees received by the Adviser and its affiliates and the profit realized by the Adviser from its relationship with the Fund, and concluded that the fees had not been, and currently were not, excessive, and the Board further concluded that the Adviser had adequate financial resources to support its services to the Fund from the revenues of its overall investment advisory business.
1. | Extent of Economies of Scale as the Fund Grows. The Board compared the Fund’s expenses relative to its peer groups and discussed realized and potential economies of scale. The Board considered the potential economies of scale that the Fund might realize under the structure of the advisory fee. The Board noted that the advisory fee did not contain any breakpoint reductions as the Fund’s assets grow in size, but that the Adviser would evaluate future circumstances that may warrant breakpoints in the fee structure. |
2. | Benefits Derived from the Relationship with the Fund. The Board considered the direct and indirect benefits that could be received by the Adviser and its affiliates from association with the Fund. The Board concluded that the benefits the Adviser may receive, such as greater name recognition or the ability to attract additional investor assets, appear to be reasonable and in many cases may benefit the Fund. |
Conclusion. Based on the Board’s deliberations and its evaluation of the information described above, with no single factor determinative of a conclusion, the Board, including the Independent Trustees, unanimously concluded that: (a) the terms of the Advisory Agreement are fair and reasonable; (b) the advisory fee is reasonable in light of the services that the Adviser provides to the Fund; and (c) the approval of the renewal of the Advisory Agreement for an additional one-year term was in the best interests of the Fund and its shareholders.
At the meeting held on September 18, 2024, the Board also considered the renewal of the sub-advisory agreement (the “Sub-Advisory Agreement”) for the Fund, entered into between the Adviser and FolioBeyond. Prior to this meeting, the Board requested and received materials to assist them in considering the renewal of the Sub-Advisory Agreement. The materials provided contained information with respect to the factors enumerated below, including a copy of the Sub-Advisory Agreement, a memorandum prepared by outside legal counsel to the Trust and the Independent Trustees discussing in detail the Trustees’ fiduciary obligations and the factors they should assess in considering the renewal of the Sub-Advisory Agreement, due diligence materials prepared by the Sub-Adviser (including the due diligence response completed by the Sub-Adviser with respect to a specific request letter from outside legal counsel to the Trust and the Independent Trustees, the Sub-Adviser’s Form ADV, select ownership, organizational, financial and insurance information for the Sub-Adviser, biographical information of key management and compliance personnel, and the Sub-Adviser’s compliance manual and code of ethics) and other pertinent information. Based on their evaluation of the information provided, the Trustees, by a unanimous vote (including a separate vote of the Independent Trustees), approved the renewal of the Sub-Advisory Agreement for an additional one-year term.
Discussion of Factors Considered
In considering the renewal of the Sub-Advisory Agreement and reaching their conclusions, the Trustees reviewed and analyzed various factors that they determined were relevant, including the factors enumerated below.
1. | Nature, Extent and Quality of Services Provided. The Board considered the nature, extent and quality of FolioBeyond’s overall services provided to the Fund as well as its specific responsibilities in aspects of day-to-day investment management of the Fund. The Board considered the qualifications, experience and responsibilities of Yung Lim and Dean Smith who each serve as a portfolio manager for the Fund, as well as the responsibilities of other key personnel of FolioBeyond involved in the day-to-day activities of the Fund. The Board reviewed the due diligence information provided by FolioBeyond, including information regarding FolioBeyond’s compliance program, its compliance personnel (and engagement with a third-party compliance consultant) and compliance record, as well as FolioBeyond’s cybersecurity program and business continuity plan. The Board noted that the Sub-Adviser does not manage any other accounts that utilize a strategy similar to that employed by the Fund. |
The Board also considered other services provided to the Fund, such as monitoring adherence to the Fund’s investment strategies and restrictions, monitoring compliance with various Fund policies and procedures and with applicable securities regulations, the investment purpose and potential benefits and risks of the Fund’s use of derivatives instruments, as applicable, monitoring the extent to which the Fund meets its investment objective as an actively-managed ETF and quarterly reporting to the Board. The Board noted that FolioBeyond is responsible for the Fund’s investment selection, subject to oversight by the Adviser.
The Board concluded that FolioBeyond had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the FolioBeyond Sub-Advisory Agreement and managing the Fund and that the nature, overall quality and extent of the management services provided to the Fund, as well as FolioBeyond’s compliance program, were satisfactory.
2. | Investment Performance of the Fund and the Sub-Adviser. In considering Fund performance, the Board noted that FolioBeyond is responsible for selecting investments for the Fund. Accordingly, the Board discussed the performance of the Fund on an absolute basis, in comparison to its benchmark index (the Bloomberg U.S. Aggregate Bond Index), a secondary index (the ICE U.S. Treasury 7-10 Year Bond 1X Inverse Index), and in comparison to the RISR Peer Group. The Board noted that the Fund outperformed the Bloomberg U.S. Aggregate Bond Index and the ICE U.S. Treasury 7-10 Year Bond 1X Inverse Index for the year-to-date, one-year and since inception periods ended June 30, 2024. The Board also considered that the Fund outperformed the RISR Peer Group median and average over the one-year period ended August 2, 2024. The Board also noted that the Fund ranked fifth out of 19 funds in the RISR Peer Group over the one-year period ended August 2, 2024. |
After considering all of the information, the Board concluded that the performance of the Fund was satisfactory under current market conditions and that FolioBeyond has the necessary expertise and resources in providing investment advisory services in accordance with the Fund’s investment objective and strategies. Although past performance is not a guarantee or indication of future results, the Board determined that the Fund and its shareholders were likely to benefit from FolioBeyond’s continued management.
3. | Cost of Services Provided and Profits Realized by the Sub-Adviser. The Board considered the structure of the sub-advisory fees paid by the Adviser to FolioBeyond under the FolioBeyond Sub-Advisory Agreement. The Board noted that the Adviser represented to the Board that the sub-advisory fees payable under the FolioBeyond Sub-Advisory Agreement were reasonable in light of the services performed by FolioBeyond. Since the sub-advisory fees are paid by the Adviser, the overall advisory fees paid by the Fund are not directly affected by the sub-advisory fees paid to FolioBeyond. Consequently, the Board did not consider the cost of services provided by FolioBeyond or profitability from its relationship with the Fund to be material factors for consideration given that FolioBeyond is not affiliated with the Adviser and, therefore, the sub-advisory fees paid to FolioBeyond were negotiated on an arm’s-length basis. Based on all of these factors, the Board concluded that the sub-advisory fees paid to FolioBeyond by the Adviser reflected appropriate allocations of the advisory fees and were reasonable in light of the services provided by FolioBeyond. |
4. | Extent of Economies of Scale as the Fund Grows. Since the sub-advisory fees payable to FolioBeyond are not paid by the Fund, the Board did not consider whether the sub-advisory fees should reflect any realized or potential economies of scale that might be realized as the Fund’s assets increase. |
5. | Benefits Derived from the Relationship with the Fund. The Board considered the direct and indirect benefits that could be received by FolioBeyond from its association with the Fund. The Board concluded that the benefits FolioBeyond may receive, such as greater name recognition or the ability to attract additional investor assets, appear to be reasonable and in many cases may benefit the Fund. |
Conclusion. Based on the Board’s deliberations and its evaluation of the information described above, with no single factor determinative of a conclusion, the Board, including the Independent Trustees, unanimously concluded that: (a) the terms of the FolioBeyond Sub-Advisory Agreement are fair and reasonable; (b) the sub-advisory fees are reasonable in light of the services that FolioBeyond provides to the Fund; and (c) the approval of the renewal of the FolioBeyond Sub-Advisory Agreement for an additional one-year term was in the best interests of the Fund and its shareholders.
FolioBeyond Enhanced Fixed Income Premium ETF
The Board of Trustees (the “Board” or the “Trustees”) of Tidal ETF Trust (the “Trust”) met at a meeting held on November 21, 2024 to consider the initial approval of the Investment Advisory Agreement (the “Advisory Agreement”) between the Trust, on behalf of the FolioBeyond Enhanced Fixed Income Premium ETF (the “Fund”), a proposed series of the Trust, and Tidal Investments LLC, the Fund’s proposed investment adviser (the “Adviser”). Prior to this meeting, the Board requested and received materials to assist them in considering the approval of the Advisory Agreement. The materials provided contained information with respect to the factors enumerated below, including a copy of the Advisory Agreement, a memorandum prepared by outside legal counsel to the Trust and Independent Trustees discussing in detail the Trustees’ fiduciary obligations and the factors they should assess in considering the approval of the Advisory Agreement, due diligence materials relating to the Adviser (including the due diligence response completed by the Adviser with respect to a specific request letter from outside legal counsel to the Trust and Independent Trustees, the Adviser’s Form ADV, select ownership, organizational, financial and insurance information for the Adviser, biographical information of the Adviser’s key management and compliance personnel, detailed comparative information regarding the proposed unitary advisory fee for the Fund, and information regarding the Adviser’s compliance program) and other pertinent information. Based on their evaluation of the information provided, the Trustees, by a unanimous vote (including a separate vote of the Trustees who are not “interested persons,” as that term is defined in the Investment Company Act of 1940, as amended (the “Independent Trustees”)), approved the Advisory Agreement for an initial two-year term.
Discussion of Factors Considered
In considering the renewal of the Advisory Agreement and reaching their conclusions, the Trustees reviewed and analyzed various factors that they determined were relevant, including the factors enumerated below.
1. | Nature, Extent and Quality of Services to be Provided. The Board considered the nature, extent and quality of the Adviser’s overall services to be provided to the Fund as well as its specific responsibilities in all aspects of day-to-day investment management of the Fund, including trade execution and recommendations with respect to the hiring, termination or replacement of sub-advisers to the Fund. The Board considered the qualifications, experience and responsibilities of the Adviser’s investment management team, including Christopher Mullen, who will serve as a portfolio manager to the Fund, as well as the responsibilities of other key personnel of the Adviser to be involved in the day-to-day activities of the Fund. The Board reviewed due diligence information provided by the Adviser, including information regarding the Adviser’s compliance program, its compliance personnel and compliance record, as well as the Adviser’s cybersecurity program and business continuity plan. The Board noted that the Adviser does not manage any other accounts that utilize a strategy similar to that to be employed by the Fund. |
The Board also considered other services to be provided to the Fund, such as monitoring adherence to the Fund’s investment strategy and restrictions, oversight of FolioBeyond, LLC (“FolioBeyond” or the “Sub-Adviser”), the Fund’s proposed sub-adviser, and other service providers to the Fund, monitoring compliance with various Fund policies and procedures and with applicable securities regulations, the investment purpose and potential benefits and risks of the Fund’s use of derivative instruments, and monitoring the extent to which the Fund achieves its investment objective as an actively-managed ETF. The Board noted that the Adviser would be responsible for trade execution for the Fund and the Sub-Adviser would be responsible for selecting the Fund’s investments, subject to the supervision of the Adviser.
The Board concluded that the Adviser had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the FolioBeyond Advisory Agreement and managing the Fund and that the nature, overall quality and extent of the management services to be provided to the Fund, as well as the Adviser’s compliance program, were satisfactory.
2. | Investment Performance of the Fund and the Adviser. The Board noted that the Fund had not yet commenced operations and, therefore, concluded that performance of the Fund was not a relevant factor for consideration. The Board also considered that because the portfolio decision-making for the Fund would be performed by the Sub-Adviser, the Fund’s performance would not be the direct result of investment decisions made by the Adviser. Consequently, with respect to the Fund’s performance, the Board in the future would focus on the Adviser’s services, including the extent to which the Fund’s performance was achieving its investment objective, as well as the Adviser’s oversight of the Sub-Adviser’s services. |
3. | Cost of Services to be Provided and Profits to be Realized by the Adviser. The Board considered the cost of services and the structure of the Adviser’s proposed advisory fee, including a review of comparative expenses, expense components and peer group selection for the Fund. The Board took into consideration that the advisory fee for the Fund was a “unitary fee,” meaning that the Fund would pay no expenses other than the advisory fee and certain other costs such as interest, brokerage, and extraordinary expenses and, to the extent it is implemented, fees pursuant to the Fund’s Rule 12b-1 Plan. The Board noted that the Adviser agreed to pay all other expenses incurred by the Fund, subject to the Sub-Adviser’s contractual agreement to assume a portion of such obligations in exchange for a portion of the profits, if any, generated by the Fund’s unitary fee. The Board considered a comparative peer group report for the Fund coordinated by the Adviser in partnership with and prepared by AltaVista Research, LLC, a third-party ETF research firm, utilizing a peer group selection process managed by Barrington Partners, an independent investment management analytics consulting firm, comparing the Fund’s cost structure to a customized peer group based on select criteria. |
The Board concluded that the Fund’s proposed expense ratio and the advisory fee to be paid to the Adviser were fair and reasonable in light of the comparative expense information and the investment management services to be provided to the Fund by the Adviser given the nature of the Fund’s investment strategy. The Board also evaluated, based on information provided by the Adviser, the compensation and benefits expected to be received by the Adviser and its affiliates from their relationship with the Fund, taking into account an analysis of the Adviser’s expected profitability with respect to the Fund. The Board further concluded that the Adviser had adequate financial resources to support its services to the Fund from the revenues of its overall investment advisory business.
4. | Extent of Economies of Scale as the Fund Grows. The Board considered the potential economies of scale that the Fund might realize under the structure of the proposed advisory fee. The Board noted the advisory fee did not contain any breakpoint reductions as the Fund’s assets grow in size, but that the Adviser would evaluate future circumstances that may warrant breakpoints in the fee structure. |
5. | Benefits to be Derived from the Relationship with the Fund. The Board considered the direct and indirect benefits that could be received by the Adviser and its affiliates from association with the Fund. The Board concluded that the benefits the Adviser may receive, such as greater name recognition or the ability to attract additional investor assets, appear to be reasonable and in many cases may benefit the Fund. |
Conclusion. Based on the Board’s deliberations and its evaluation of the information described above, with no single factor determinative of a conclusion, the Board, including the Independent Trustees, unanimously concluded that: (a) the terms of the FolioBeyond Advisory Agreement are fair and reasonable; (b) the advisory fee is reasonable in light of the services that the Adviser will provide to the Fund; and (c) the approval of the FolioBeyond Advisory Agreement for an initial term of two years was in the best interests of the Fund and its shareholders.
At the meeting held on November 21, 2024, the Board also considered the initial approval of the sub-advisory agreement (the “Sub-Advisory Agreement”) for the Fund, proposed to be entered into between the Adviser and FolioBeyond. Prior to this meeting, the Board requested and received materials to assist them in considering the approval of the Sub-Advisory Agreement. The materials provided contained information with respect to the factors enumerated below, including a copy of the Sub-Advisory Agreement, a memorandum prepared by outside legal counsel to the Trust and the Independent Trustees discussing in detail the Trustees’ fiduciary obligations and the factors they should assess in considering the approval of the Sub-Advisory Agreement, due diligence materials prepared by the Sub-Adviser (including the due diligence response completed by the Sub-Adviser with respect to a specific request letter from outside legal counsel to the Trust and the Independent Trustees, the Sub-Adviser’s Form ADV, select ownership, organizational, financial and insurance information for the Sub-Adviser, biographical information of key management and compliance personnel, and the Sub-Adviser’s compliance manual and code of ethics) and other pertinent information. Based on their evaluation of the information provided, the Trustees, by a unanimous vote (including a separate vote of the Independent Trustees), approved the Sub-Advisory Agreement for an initial two-year term.
Discussion of Factors Considered
In considering the renewal of the Sub-Advisory Agreement and reaching their conclusions, the Trustees reviewed and analyzed various factors that they determined were relevant, including the factors enumerated below.
1. | Nature, Extent and Quality of Services to be Provided. The Board considered the nature, extent and quality of the Sub-Adviser’s overall services to be provided to the Fund as well as its specific responsibilities in all aspects of day-to-day investment management of the Fund. The Board considered the qualifications, experience and responsibilities of Yung Lim and Dean Smith, who will each serve as a portfolio manager for the Fund, as well as the responsibilities of other key personnel of the Sub-Adviser that will be involved in the day-to-day activities of the Fund. The Board reviewed the due diligence information provided by the Sub-Adviser, including information regarding the Sub-Adviser’s compliance program, its compliance personnel and compliance record, as well as the Sub-Adviser’s cybersecurity program and business continuity plan. The Board noted that the Sub-Adviser does not currently manage any accounts that utilize a strategy similar to the strategy that is to be employed by Fund. |
The Board also considered other services to be provided to the Fund, such as monitoring adherence to the Fund’s investment strategies and restrictions, monitoring compliance with various Fund policies and procedures and with applicable securities regulations, monitoring the extent to which the Fund meets its investment objective as an actively-managed ETF and quarterly reporting to the Board. The Board noted that the Sub-Adviser would be responsible for Fund’s portfolio investment decisions, subject to the supervision of the Adviser.
The Board concluded that the Sub-Adviser had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the FolioBeyond Sub-Advisory Agreement and managing the Fund and that the nature, overall quality and extent of the management services to be provided to the Fund, as well as the Sub-Adviser’s compliance program, were satisfactory.
2. | Investment Performance of the Fund and the Sub-Adviser. The Board noted that the Fund had not yet commenced operations and, therefore, concluded that performance of the Fund was not a relevant factor for consideration. |
3. | Cost of Services to be Provided and Profits to be Realized by the Sub-Adviser. The Board considered the structure of the proposed sub-advisory fee to be paid by the Adviser to the Sub-Adviser under the Sub-Advisory Agreement. The Board noted that the Adviser represented to the Board that the sub-advisory fee payable under the FolioBeyond Sub-Advisory Agreement was reasonable in light of the services to be performed by the Sub-Adviser. Since the sub-advisory fee is to be paid by the Adviser, the overall advisory fee paid by the Fund is not directly affected by the sub-advisory fees paid to the Sub-Adviser. Consequently, the Board did not consider the cost of services provided by the Sub-Adviser or the potential profitability of its relationship with the Fund to be material factors for consideration given that the Sub-Adviser is not affiliated with the Adviser and, therefore, the sub-advisory fees to be paid to the Sub-Adviser were negotiated on an arm’s-length basis. Based on all of these factors, the Board concluded that the sub-advisory fees to be paid to the Sub-Adviser by the Adviser reflected an appropriate allocation of the advisory fees and was reasonable in light of the services to be provided by the Sub-Adviser. |
4. | Extent of Economies of Scale as the Fund Grows. Since the sub-advisory fees payable to the Sub-Adviser are not paid by the Fund, the Board did not consider whether the sub-advisory fees should reflect any potential economies of scale that might be realized as the Fund’s assets increase. |
5. | Benefits to be Derived from the Relationship with the Fund. The Board considered the direct and indirect benefits that could be received by the Sub-Adviser from its association with the Fund. The Board concluded that the benefits the Sub-Adviser may receive, such as greater name recognition or the ability to attract additional investor assets, appear to be reasonable and in many cases may benefit the Fund. |
Conclusion. Based on the Board’s deliberations and its evaluation of the information described above, with no single factor determinative of a conclusion, the Board, including the Independent Trustees, unanimously concluded that: (a) the terms of the FolioBeyond Sub-Advisory Agreement are fair and reasonable; (b) the sub-advisory fees are reasonable in light of the services that the Sub-Adviser will provide to the Fund; and (c) the approval of the FolioBeyond Sub-Advisory Agreement for an initial term of two years was in the best interests of the Fund and its shareholders.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 15. Submission of Matters to a Vote of Security Holders.
Not Applicable.
Item 16. Controls and Procedures.
(a) | The Registrant’s President/Principal Executive Officer and Treasurer/Principal Financial Officer have reviewed the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider. |
(b) | There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not applicable to open-end investment companies.
Item 18. Recovery of Erroneously Awarded Compensation.
(a) Not Applicable
(b) Not Applicable
Item 19. Exhibits.
(a) | (1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not applicable. |
(2) Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the registrant’s securities are listed. Not applicable.
(4) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.
(5) Change in the registrant’s independent public accountant. Provide the information called for by Item 4 of Form 8-K under the Exchange Act (17 CFR 249.308). Unless otherwise specified by Item 4, or related to and necessary for a complete understanding of information not previously disclosed, the information should relate to events occurring during the reporting period. Not applicable.
(b) | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | Tidal ETF Trust |
By (Signature and Title)* | /s/ Eric W. Falkeis |
Eric W. Falkeis, President/Principal Executive Officer |
Date: | April 9, 2025 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* | /s/ Eric W. Falkeis |
Eric W. Falkeis, President/Principal Executive Officer |
Date: | April 9, 2025 |
By (Signature and Title)* | /s/ Aaron J. Perkovich |
Aaron J. Perkovich, Treasurer/Principal Financial Officer |
Date: | April 9, 2025 |
* Print the name and title of each signing officer under his or her signature.