Gotham Enhanced 500 ETF (GSPY)

Gotham 1000 Value ETF (GVLU)

Annual Report

September 30, 2022

of

Tidal ETF Trust

This report is not authorized for distribution to prospective investors in the Funds unless preceded or accompanied by an effective prospectus.

TABLE OF CONTENTS

A Message to our Shareholders

1

Performance Data

4

Portfolio Allocations

6

Schedules of Investments

8

Statements of Assets and Liabilities

23

Statements of Operations

24

Statements of Changes in Net Assets

25

Financial Highlights

27

Notes to Financial Statements

29

Report of Independent Registered Public Accounting Firm

38

Expense Examples

39

Trustees and Executive Officers

41

Basis for Trustees’ Approval of Investment Advisory and Sub-Advisory Agreements

43

Statement Regarding Liquidity Risk Management Program

46

Other Information

47

Gotham ETFs

Gotham ETFs

1

Gotham Enhanced 500 ETF (GSPY)

GSPY is an actively-managed exchange-traded fund (“ETF”) that buys all 500 stocks in the S&P 500® Index but reweights them, buying more of the ones we think are cheaper and less of the ones we believe are more expensive. Gotham’s investment process puts an emphasis on companies with strong cash flow generation and operating fundamentals.

GSPY currently1 trades at 15x Gotham’s proprietary free cash flow yield (vs. 20x for the S&P 500® Index) and earns higher returns on tangible capital than the benchmark.

As of 9/30/22, the five largest positions in the strategy were AAPL, MSFT, AMZN, GOOGL and META. The strategy was overweight Health Care, Communication Services, Energy and Information Technology, and underweight the rest of the sectors.

Over the trailing 12 months ending 9/30/22, GSPY returned -14.62%, whereas the S&P 500® Index returned -15.47% over the same time period.

GSPY is nearing $300mm2 in assets and we are excited about the opportunity set for our first ETF.

Top contributors and detractors (where applicable) by sector and stock positions are below:

Sector Contributors/Detractors

 

Average
Contribution

Average
Exposure

Largest Contributors

 

 

Energy

 1.65%

 4.48%

Health Care

 0.65%

15.10%

Largest Detractors

 

Communication Services

-5.38%

11.66%

Information Technology

-5.24%

28.46%

Stock Contributors/Detractors

 

Average
Contribution

Average
Exposure

Largest Contributors

 

 

Exxon Mobil Corp.

 0.43%

1.01%

Unitedhealth Group, Inc.

 0.34%

1.20%

Largest Detractors

 

Meta Platforms, Inc.

-2.04%

2.43%

Amazon.com, Inc.

-1.56%

4.47%

Past performance does not guarantee future results.

Must be preceded or accompanied by a prospectus.

The risks of investing in GSPY and GVLU are described in their prospectuses.


1As of 11/2/2022. Companies for which there is not applicable data to calculate Gotham’s proprietary free cash flow yield, primarily financial companies, have been excluded.

2$282mm as of 11/2/2022

SHAREHOLDER LETTER

Gotham ETFs

2

Gotham 1000 Value ETF (GVLU)

GVLU is an actively-managed ETF consisting of 400-600 securities selected from a universe of the largest 1,400 U.S. securities, weighted towards those stocks priced at the largest discount to Gotham’s assessment of value. Gotham’s investment process puts an emphasis on companies with strong cash flow generation and operating fundamentals.

GVLU has a position weighted Gotham proprietary free cash flow yield of 13.21% that is roughly double the Russell 1000 Index with incrementally better operating fundamentals.

Since inception on 6/7/2022 through 9/30/22, GVLU returned -16.58%, whereas the Russell 1000 Value Index returned -14.53% over the same time period.

GVLU is nearing $40mm1 in assets and we are excited about the opportunity set for this “deep” value-oriented ETF.

Top contributors and detractors (where applicable) by sector and stock positions are below:

Sector Contributors/Detractors

 

Average
Contribution

Average
Exposure

Largest Contributors

 

 

No sector was a contributor for the period.

Largest Detractors

 

Materials

-2.70%

11.62%

Financials

-1.78%

16.09%

Stock Contributors/Detractors

 

Average
Contribution

Average
Exposure

Largest Contributors

 

 

Regeneron Pharmaceuticals, Inc.

0.09%

0.52%

Dick’s Sporting Goods, Inc.

0.08%

0.23%

Largest Detractors

 

Matson, Inc.

-0.17%

0.45%

Western Digital, Corp.

-0.16%

0.30%

Past performance does not guarantee future results.

Must be preceded or accompanied by a prospectus.

The risks of investing in GSPY and GVLU are described in their prospectuses.


1$38.6mm as of 11/2/2022

SHAREHOLDER LETTER (Continued)

Gotham ETFs

3

Important Information

The Gotham Enhanced 500 ETF (GSPY) compares its performance to the S&P 500® Index. The Gotham 1000 Value ETF (GVLU) compares its performance to the Russell 1000 Value Index. Returns for both indexes include the reinvestment of income. An index does not reflect operational and transactional costs which apply to an ETF. It is not possible to invest directly in an index.

The S&P 500® Index is a commonly followed equity index and is generally considered a barometer of the U.S. equity market. The Russell 1000 Index tracks the performance of the largest 1,000 U.S. public companies. The Russell 1000 Value Index measures the performance of those Russell 1000 companies with lower price/book ratios and lower predicted and historical growth rates.

There is no guarantee that either Fund’s investment strategy will be successful. Shares may trade at a premium or discount to their NAV in the secondary market. These variations may be greater when markets are volatile or subject to unusual conditions. A high portfolio turnover rate increases transaction costs, which may increase a Fund’s expenses. The Funds are newer and have limited operating histories. You can lose money on your investment in the Fund(s). Diversification does not ensure profit or protect against loss in declining markets. Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. For a complete list of portfolio holdings, please refer to the Schedule of Investments provided in this report.

Gotham free cash flow yield and Gotham return on tangible capital estimates are based on Gotham’s proprietary methodology and are used to compare companies in a consistently meaningful way. Gotham’s analyst team uses some discretion in calculating a company’s pre-tax cash flow, return on capital as well as enterprise value. This information is updated throughout the year to account for company performance. The metrics for any one company or portfolio can change daily to reflect either new information and/or changing stock price. The aggregate cash flow and return on capital metrics combine the metrics for the individual companies held by the Fund or index. Gotham free cash flow yield and Gotham return on tangible capital are position-weighted averages that take each company’s Gotham free cash flow yield or Gotham return on tangible capital divided by its adjusted enterprise value. Gotham free cash flow yield and Gotham return on tangible capital do not represent income received by the Funds, nor income received by shareholders in the Funds.

Gotham ETFs are distributed by Foreside Fund Services, LLC.

4

Gotham Enhanced 500 ETF

PERFORMANCE DATA at September 30, 2022 (Unaudited)

Average Total Returns for the Periods Ended September 30, 2022

1 Year

Since Inception
(12/28/20)
(Annualized)

Gotham Enhanced 500 ETF - NAV

-14.62%

-0.78%

Gotham Enhanced 500 ETF - Market

-14.69%

-0.74%

S&P 500® Total Return Index

-15.47%

-0.83%

This chart illustrates the performance of a hypothetical $10,000 investment made on December 28, 2020 (commencement of operations), and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. The returns reflect fee waivers in effect for the NAV return. In the absence of such waivers, total return would be reduced. The chart assumes reinvestment of capital gains, dividends, and return of capital, if applicable, for a fund and dividends for an index.

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Gotham Enhanced 500 ETF (the “Fund”) may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling (855) 998-4779. The Fund’s gross expense ratio is 0.65% and net expense ratio is 0.50% as of the Fund’s prospectus dated January 28, 2022. The Fund’s investment adviser has agreed to waive a portion of its management fees for the Fund to limit the Fund’s Total Annual Fund Operating Expenses After Fee Waiver to 0.50% until at least December 31, 2023.

5

Gotham 1000 Value ETF

5

PERFORMANCE DATA at September 30, 2022 (Unaudited)

Average Total Returns for the Periods Ended September 30, 2022

3 Month(1)

Since Inception
(6/7/22)
(1)

Gotham 1000 Value ETF - NAV

-5.11%

-16.58%

Gotham 1000 Value ETF - Market

-5.07%

-16.56%

Russell 1000 Total Return Index

-4.61%

-13.37%

Russell 1000 Value Total Return Index

-5.62%

-14.53%

(1)Not annualized.

This chart illustrates the performance of a hypothetical $10,000 investment made on June 7, 2022 (commencement of operations), and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. The returns reflect fee waivers in effect for the NAV return. In the absence of such waivers, total return would be reduced. The chart assumes reinvestment of capital gains, dividends, and return of capital, if applicable, for a fund and dividends for an index.

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Gotham 1000 Value ETF (the “Fund”) may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling (855) 998-4779. The Fund’s gross expense ratio is 0.65% and net expense ratio is 0.50% as of the Fund’s prospectus dated June 3, 2022. The Fund’s investment adviser has agreed to waive a portion of its management fees for the Fund to limit the Fund’s Total Annual Fund Operating Expenses After Fee Waiver to 0.50% until at least January 31, 2024.

Gotham Enhanced 500 ETF

6

The accompanying notes are an integral part of these financial statements.

Sector:

% of Net Assets

Consumer, Non-Cyclical 

24.0

%

Technology 

23.1

Communications 

16.8

Financial 

10.6

Consumer, Cyclical 

8.3

Industrial 

7.0

Energy 

6.3

Basic Materials 

2.1

Utilities 

1.5

Cash & Cash Equivalents(1)

0.3

Total

100.0

%

(1)Represents cash, short-term investments, and liabilities in excess of other assets.

PORTFOLIO ALLOCATIONS at September 30, 2022 (Unaudited)

Gotham 1000 Value ETF

7

The accompanying notes are an integral part of these financial statements.

Sector:

% of Net Assets

Consumer, Non-Cyclical 

19.2

%

Financial 

16.6

Energy 

14.5

Industrial 

12.3

Consumer, Cyclical 

11.6

Basic Materials 

11.0

Technology 

6.9

Communications 

6.0

Utilities 

1.6

Cash & Cash Equivalents(1)

0.3

Total

100.0

%

(1)Represents cash, short-term investments, and other assets in excess of liabilities.

PORTFOLIO ALLOCATIONS at September 30, 2022 (Unaudited)

Gotham Enhanced 500 ETF

8

The accompanying notes are an integral part of these financial statements.

Shares

Value

Common Stocks — 99.7%

 

Advertising — 0.2%

The Interpublic Group of Companies, Inc. 

8,209

$210,150

Omnicom Group, Inc. (1)

4,223

266,429

 

476,579

Aerospace & Defense — 1.3%

The Boeing Co. (2)

1,478

178,956

General Dynamics Corp. 

5,718

1,213,188

Howmet Aerospace, Inc. 

1,064

32,909

L3Harris Technologies, Inc. 

535

111,189

Lockheed Martin Corp. 

2,522

974,223

Northrop Grumman Corp. 

1,255

590,252

Raytheon Technologies Corp. 

3,638

297,807

Teledyne Technologies, Inc. (2)

113

38,134

TransDigm Group, Inc. (1)

135

70,851

 

3,507,509

Agriculture — 1.7%

Altria Group, Inc. 

39,542

1,596,706

Archer-Daniels-Midland Co. 

12,108

974,088

Philip Morris International, Inc. 

23,979

1,990,497

 

4,561,291

Airlines — 0.1%

Alaska Air Group, Inc. (2)

309

12,097

American Airlines Group, Inc. (1)(2)

1,633

19,661

Delta Air Lines, Inc. (2)

1,592

44,672

Southwest Airlines Co. (2)

1,441

44,440

United Airlines Holdings, Inc. (2)

807

26,252

 

147,122

Apparel — 0.2%

Nike, Inc. - Class B 

3,888

323,171

Ralph Lauren Corp. 

193

16,391

Tapestry, Inc. (1)

5,844

166,145

VF Corp. 

1,098

32,841

 

538,548

Auto Manufacturers — 2.2%

Cummins, Inc. 

398

80,997

Ford Motor Co. 

81,639

914,357

General Motors Co. 

11,789

378,309

PACCAR, Inc. 

849

71,053

Tesla, Inc. (2)

16,525

4,383,256

 

5,827,972

Auto Parts & Equipment — 0.1%

Aptiv PLC (2)

666

52,088

BorgWarner, Inc. 

2,507

78,720

 

130,808

Shares

Value

Common Stocks — 99.7% (Continued)

 

Banks — 2.0%

Bank of America Corp. 

21,483

$648,787

The Bank of New York Mellon Corp. 

1,963

75,615

Citigroup, Inc. 

5,277

219,893

Citizens Financial Group, Inc. 

1,204

41,369

Comerica, Inc. 

318

22,610

Fifth Third Bancorp 

1,687

53,916

First Republic Bank 

479

62,533

The Goldman Sachs Group, Inc. 

944

276,639

Huntington Bancshares, Inc. 

3,504

46,183

JPMorgan Chase & Co. 

21,657

2,263,156

KeyCorp 

2,265

36,285

M&T Bank Corp. 

427

75,289

Morgan Stanley 

4,868

384,621

Northern Trust Corp. 

507

43,379

The PNC Financial Services Group, Inc. 

1,115

166,603

Regions Financial Corp. 

2,452

49,212

Signature Bank 

152

22,952

State Street Corp. 

893

54,303

SVB Financial Group (2)

150

50,367

Truist Financial Corp. 

3,297

143,551

U.S. Bancorp 

4,012

161,764

Wells Fargo & Co. 

10,703

430,475

Zions Bancorp N.A. 

367

18,666

 

5,348,168

Beverages — 1.4%

Brown-Forman Corp. - Class B 

1,167

77,687

The Coca-Cola Co. 

45,653

2,557,481

Constellation Brands, Inc. - Class A 

520

119,434

Keurig Dr Pepper, Inc. (1)

3,441

123,257

Molson Coors Brewing Co. - Class B 

599

28,746

Monster Beverage Corp. (2)

1,301

113,135

PepsiCo, Inc. 

3,890

635,081

 

3,654,821

Biotechnology — 3.1%

Amgen, Inc. 

8,095

1,824,613

Biogen, Inc. (2)

2,958

789,786

Bio-Rad Laboratories, Inc. - Class A (2)

72

30,034

Corteva, Inc. 

2,032

116,129

Gilead Sciences, Inc. 

28,665

1,768,344

Illumina, Inc. (2)

1,272

242,685

Incyte Corp. (2)

1,794

119,552


SCHEDULE OF INVESTMENTS at September 30, 2022

Gotham Enhanced 500 ETF

9

The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS at September 30, 2022 (Continued)

Shares

Value

Common Stocks — 99.7% (Continued)

 

Biotechnology — 3.1% (Continued)

Moderna, Inc. (2)

8,112

$959,244

Regeneron Pharmaceuticals, Inc. (2)

970

668,204

Vertex Pharmaceuticals, Inc. (2)

5,199

1,505,318

 

8,023,909

Building Materials — 0.4%

Carrier Global Corp. 

17,614

626,354

Fortune Brands Home & Security, Inc. 

371

19,919

Johnson Controls International PLC 

1,945

95,733

Martin Marietta Materials, Inc. 

151

48,636

Masco Corp. 

4,580

213,840

Mohawk Industries, Inc. (2)

178

16,232

Vulcan Materials Co. 

323

50,940

 

1,071,654

Chemicals — 1.3%

Air Products and Chemicals, Inc. 

543

126,372

Albemarle Corp. 

294

77,745

Celanese Corp. 

2,200

198,748

CF Industries Holdings, Inc. 

4,722

454,493

Dow, Inc. 

14,937

656,182

DuPont de Nemours, Inc. 

1,415

71,316

Eastman Chemical Co. 

2,493

177,128

Ecolab, Inc. 

694

100,227

FMC Corp. 

356

37,629

International Flavors & Fragrances, Inc. 

626

56,860

Linde PLC 

1,421

383,087

LyondellBasell Industries NV - Class A

6,859

516,346

The Mosaic Co. 

7,342

354,839

PPG Industries, Inc. 

571

63,204

The Sherwin-Williams Co. 

642

131,450

 

3,405,626

Commercial Services — 1.0%

Automatic Data Processing, Inc. 

2,116

478,618

Cintas Corp. 

251

97,436

CoStar Group, Inc. (2)

959

66,794

Equifax, Inc. 

302

51,772

FleetCor Technologies, Inc. (2)

215

37,876

Gartner, Inc. (2)

225

62,255

Global Payments, Inc. 

701

75,743

MarketAxess Holdings, Inc. 

93

20,692

Moody’s Corp. 

518

125,931

Nielsen Holdings PLC 

5,656

156,784

PayPal Holdings, Inc. (2)

10,294

886,005

Shares

Value

Common Stocks — 99.7% (Continued)

 

Commercial Services — 1.0% (Continued)

Quanta Services, Inc. 

351

$44,714

Robert Half International, Inc. 

2,287

174,955

Rollins, Inc. 

1,195

41,443

S&P Global, Inc. 

862

263,212

United Rentals, Inc. (2)

174

47,001

Verisk Analytics, Inc. 

402

68,553

 

2,699,784

Computers — 9.0%

Accenture PLC - Class A 

12,841

3,303,989

Apple, Inc. 

130,281

18,004,834

Cognizant Technology Solutions Corp. - Class A

4,188

240,559

DXC Technology Co. (2)

5,539

135,595

EPAM Systems, Inc. (2)

464

168,056

Fortinet, Inc. (2)

1,994

97,965

Hewlett Packard Enterprise Co. 

3,155

37,797

HP, Inc. 

24,416

608,447

International Business Machines Corp. 

2,546

302,490

Leidos Holdings, Inc. 

340

29,740

NetApp, Inc. 

4,483

277,274

Seagate Technology Holdings PL

3,758

200,038

Western Digital Corp. (2)

6,371

207,376

 

23,614,160

Cosmetics & Personal Care — 0.6%

Colgate-Palmolive Co. 

2,358

165,650

The Estee Lauder Companies, Inc. - Class A

877

189,344

The Procter & Gamble Co. 

8,587

1,084,109

 

1,439,103

Distribution & Wholesale — 0.2%

Copart, Inc. (2)

577

61,393

Fastenal Co. 

1,417

65,238

LKQ Corp. 

5,616

264,794

Pool Corp. (1)

99

31,503

W.W. Grainger, Inc. 

399

195,187

 

618,115

Diversified Financial Services — 4.0%

American Express Co. 

1,842

248,504

Ameriprise Financial, Inc. 

306

77,097

BlackRock, Inc. 

3,112

1,712,471

Capital One Financial Corp. 

1,085

100,004

Cboe Global Markets, Inc. 

257

30,164

The Charles Schwab Corp. 

5,286

379,905

CME Group, Inc. 

1,002

177,484


Gotham Enhanced 500 ETF

10

The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS at September 30, 2022 (Continued)

Shares

Value

Common Stocks — 99.7% (Continued)

 

Diversified Financial Services — 4.0% (Continued)

Discover Financial Services 

685

$62,280

Franklin Resources, Inc. (1)

10,615

228,435

Intercontinental Exchange, Inc. 

11,339

1,024,479

Invesco Ltd. (1)

9,435

129,260

Mastercard, Inc. - Class A 

7,779

2,211,881

Nasdaq, Inc. 

9,984

565,893

Raymond James Financial, Inc. 

566

55,932

Synchrony Financial 

1,224

34,505

T. Rowe Price Group, Inc. (1)

4,684

491,867

Visa, Inc. - Class A (1)

16,740

2,973,861

 

10,504,022

Electric — 1.5%

The AES Corp. 

1,887

42,646

Alliant Energy Corp. 

609

32,271

Ameren Corp. 

669

53,888

American Electric Power Co., Inc. 

1,261

109,014

CenterPoint Energy, Inc. 

1,553

43,764

CMS Energy Corp. 

714

41,583

Consolidated Edison, Inc. 

868

74,440

Constellation Energy Corp. 

6,610

549,886

Dominion Energy, Inc. 

2,212

152,871

DTE Energy Co. 

547

62,932

Duke Energy Corp. 

1,890

175,808

Edison International 

945

53,468

Entergy Corp. 

500

50,315

Evergy, Inc. 

561

33,323

Eversource Energy 

844

65,798

Exelon Corp. 

20,136

754,295

FirstEnergy Corp. 

1,393

51,541

NextEra Energy, Inc. 

4,778

374,643

NRG Energy, Inc. 

4,856

185,839

Pinnacle West Capital Corp. 

278

17,934

PPL Corp. 

2,067

52,398

Public Service Enterprise Group, Inc. 

7,371

414,471

Sempra Energy 

787

118,003

The Southern Co. 

2,612

177,616

WEC Energy Group, Inc. 

776

69,398

Xcel Energy, Inc. 

1,336

85,504

 

3,843,649

Electrical Components & Equipment — 0.1%

AMETEK, Inc. 

611

69,293

Emerson Electric Co. 

1,600

117,152

Generac Holdings, Inc. (1)(2)

155

27,612

 

214,057

Shares

Value

Common Stocks — 99.7% (Continued)

 

Electronics — 0.8%

Agilent Technologies, Inc. 

735

$89,339

Allegion PLC

240

21,523

Amphenol Corp. - Class A

11,790

789,459

Fortive Corp. 

2,876

167,671

Garmin Ltd. 

468

37,585

Honeywell International, Inc. 

1,903

317,744

Keysight Technologies, Inc. (2)

440

69,238

Mettler-Toledo International, Inc. (2)

55

59,627

TE Connectivity Ltd. 

3,917

432,280

Trimble, Inc. (2)

627

34,027

 

2,018,493

Energy — Alternate Sources - 0.1%

Enphase Energy, Inc. (2)

328

91,010

SolarEdge Technologies, Inc. (2)

449

103,926

 

194,936

Engineering & Construction — 0.0% (4)

Jacobs Solutions, Inc. 

361

39,165

 

Entertainment — 0.0% (4)

Caesars Entertainment, Inc. (2)

548

17,678

Live Nation Entertainment, Inc. (2)

567

43,115

 

60,793

Environmental Control — 0.2%

Pentair PLC 

3,346

135,948

Republic Services, Inc. 

783

106,520

Waste Management, Inc. 

1,020

163,414

 

405,882

Food — 1.1%

Campbell Soup Co. 

847

39,911

Conagra Brands, Inc. 

1,166

38,047

General Mills, Inc. 

12,255

938,855

The Hershey Co. 

583

128,534

Hormel Foods Corp. 

1,336

60,708

The J.M. Smucker Co. 

267

36,688

Kellogg Co. 

2,955

205,845

The Kraft Heinz Co. 

3,754

125,196

The Kroger Co. 

7,129

311,894

Lamb Weston Holdings, Inc. 

354

27,392

McCormick & Co., Inc. 

669

47,680

Mondelez International, Inc. - Class A

6,413

351,625

Sysco Corp. 

1,261

89,165

Tyson Foods, Inc. - Class A 

8,070

532,055

 

2,933,595


Gotham Enhanced 500 ETF

11

The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS at September 30, 2022 (Continued)

Shares

Value

Common Stocks — 99.7% (Continued)

 

Forest Products & Paper — 0.1%

International Paper Co. 

8,070

$255,819

 

Gas — 0.0% (4)

Atmos Energy Corp. 

345

35,138

NiSource, Inc. 

1,003

25,266

 

60,404

Hand & Machine Tools — 0.0% (4)

Snap-on, Inc. 

150

30,203

Stanley Black & Decker, Inc. 

388

29,181

 

59,384

Healthcare — Products — 2.4%

Abbott Laboratories 

16,328

1,579,897

ABIOMED, Inc. (2)

111

27,268

Align Technology, Inc. (2)

191

39,558

Baxter International, Inc. 

1,226

66,032

Bio-Techne Corp. 

95

26,980

Boston Scientific Corp. (2)

3,499

135,516

The Cooper Companies, Inc. 

843

222,468

Danaher Corp. 

5,889

1,521,070

DENTSPLY SIRONA, Inc. 

4,406

124,910

Edwards Lifesciences Corp. (2)

1,507

124,523

Henry Schein, Inc. (2)

339

22,296

Hologic, Inc. (2)

705

45,487

IDEXX Laboratories, Inc. (2)

204

66,463

Intuitive Surgical, Inc. (2)

872

163,448

Medtronic PLC 

13,523

1,091,982

PerkinElmer, Inc. 

306

36,821

ResMed, Inc. 

355

77,497

STERIS PLC 

243

40,406

Stryker Corp. 

931

188,565

Teleflex, Inc. 

115

23,168

Thermo Fisher Scientific, Inc. 

1,025

519,870

Waters Corp. (2)

149

40,160

West Pharmaceutical Services, Inc. 

180

44,294

Zimmer Biomet Holdings, Inc. 

510

53,321

 

6,282,000

Healthcare — Services — 3.2%

Catalent, Inc. (2)

435

31,477

Centene Corp. (2)

11,732

912,867

Charles River Laboratories International, Inc. (2)

124

24,403

DaVita, Inc. (1)(2)

1,013

83,846

Elevance Health, Inc. 

4,554

2,068,609

HCA Healthcare, Inc. 

981

180,298

Humana, Inc. 

307

148,953

Shares

Value

Common Stocks — 99.7% (Continued)

 

Healthcare — Services — 3.2% (Continued)

IQVIA Holdings, Inc. (2)

460

$83,324

Laboratory Corp. of America Holdings 

1,934

396,103

Molina Healthcare, Inc. (2)

143

47,167

Quest Diagnostics, Inc. 

2,449

300,468

UnitedHealth Group, Inc. 

8,227

4,154,964

Universal Health Services, Inc. - Class B 

206

18,165

 

8,450,644

Home Builders — 0.1%

D.R. Horton, Inc. 

851

57,315

Lennar Corp. - Class A (1)

2,357

175,714

NVR, Inc. (2)

9

35,884

PulteGroup, Inc. 

585

21,937

 

290,850

Home Furnishings — 0.1%

Whirlpool Corp. 

1,197

161,368

 

Household Products & Wares — 0.1%

Avery Dennison Corp. 

228

37,096

Church & Dwight Co., Inc. 

629

44,936

The Clorox Co. 

301

38,645

Kimberly-Clark Corp. 

851

95,771

 

216,448

Housewares — 0.0% (4)

Newell Brands, Inc. 

1,141

15,848

 

Insurance — 2.8%

Aflac, Inc. 

1,670

93,854

The Allstate Corp. (1)

723

90,035

American International Group, Inc. 

2,179

103,459

Aon PLC 

604

161,794

Arthur J. Gallagher & Co. 

572

97,938

Assurant, Inc. 

140

20,338

Berkshire Hathaway, Inc. -
Class B
(2)

20,169

5,385,526

Brown & Brown, Inc. 

798

48,263

Chubb Ltd. 

1,155

210,071

Cincinnati Financial Corp. 

391

35,022

Everest Re Group Ltd. 

95

24,932

Globe Life, Inc. 

241

24,028

The Hartford Financial Services Group, Inc. 

816

50,543

Lincoln National Corp. 

421

18,486

Loews Corp. 

598

29,804


Gotham Enhanced 500 ETF

12

The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS at September 30, 2022 (Continued)

Shares

Value

Common Stocks — 99.7% (Continued)

 

Insurance — 2.8% (Continued)

Marsh & McLennan Companies, Inc. 

1,416

$211,395

MetLife, Inc. 

2,189

133,047

Principal Financial Group, Inc. 

611

44,084

The Progressive Corp. 

1,444

167,807

Prudential Financial, Inc. (1)

918

78,746

The Travelers Companies, Inc. 

627

96,056

W.R. Berkley Corp. 

3,434

221,768

Willis Towers Watson PLC 

300

60,282

 

7,407,278

Internet — 11.6%

Alphabet, Inc. - Class A (2)

116,446

11,138,060

Amazon.com, Inc. (2)

98,911

11,176,943

Booking Holdings, Inc. (2)

100

164,321

CDW Corp. 

329

51,350

eBay, Inc. 

13,325

490,493

Etsy, Inc. (1)(2)

315

31,541

Expedia Group, Inc. - Class A (1)(2)

398

37,288

F5, Inc. (2)

1,227

177,584

Match Group, Inc. (2)

701

33,473

Meta Platforms, Inc. - Class A (2)

41,279

5,600,735

Netflix, Inc. (1)(2)

3,582

843,346

NortonLifeLock, Inc. 

1,699

34,218

Twitter, Inc. (1)(2)

6,170

270,493

VeriSign, Inc. (2)

2,227

386,830

 

30,436,675

Iron & Steel — 0.3%

Nucor Corp. (1)

6,291

673,074

 

Leisure Time — 0.0% (4)

Carnival Corp. (1)(2)

2,880

20,246

Norwegian Cruise Line Holdings Ltd. (1)(2)

1,086

12,337

Royal Caribbean Cruises Ltd. (1)(2)

665

25,204

 

57,787

Lodging — 0.2%

Hilton Worldwide Holdings, Inc. 

702

84,675

Las Vegas Sands Corp. (2)

1,918

71,963

Marriott International, Inc. - Class A

812

113,794

MGM Resorts International 

9,127

271,255

Wynn Resorts Ltd. (2)

281

17,711

 

559,398

Machinery — Construction & Mining — 0.1%

Caterpillar, Inc. 

1,482

243,167

 

Shares

Value

Common Stocks — 99.7% (Continued)

 

Machinery — Diversified — 0.2%

Deere & Co. (1)

759

$253,423

Dover Corp. 

399

46,515

IDEX Corp. 

187

37,372

Ingersoll Rand, Inc. 

1,107

47,889

Nordson Corp. (1)

146

30,991

Otis Worldwide Corp. 

1,191

75,986

Rockwell Automation, Inc. 

282

60,661

Westinghouse Air Brake Technologies Corp. (1)

445

36,201

Xylem, Inc. 

437

38,176

 

627,214

Media — 1.9%

Charter Communications, Inc. - Class A (1)(2)

3,476

1,054,445

Comcast Corp. - Class A 

90,875

2,665,364

DISH Network Corp. - Class A (1)(2)

1,385

19,154

FactSet Research Systems, Inc. 

92

36,810

Fox Corp. - Class A 

11,319

347,267

News Corp. - Class A 

12,045

182,000

Paramount Global - Class B (1)

13,177

250,890

The Walt Disney Co. (2)

4,536

427,881

Warner Bros Discovery, Inc. (2)

6,683

76,854

 

5,060,665

Mining — 0.4%

Freeport-McMoRan, Inc. (1)

29,462

805,196

Newmont Corp. 

8,131

341,746

 

1,146,942

Miscellaneous Manufacturers — 1.5%

3M Co. 

12,090

1,335,945

A.O. Smith Corp. 

1,495

72,627

Eaton Corp. PLC 

1,096

146,162

General Electric Co. 

22,668

1,403,376

Illinois Tool Works, Inc. 

1,559

281,633

Parker-Hannifin Corp. 

2,616

633,883

Textron, Inc. 

599

34,898

Trane Technologies PLC 

654

94,706

 

4,003,230

Office & Business Equipment — 0.1%

Zebra Technologies Corp. - Class A (2)

1,081

283,233

 

Oil & Gas — 6.1%

APA Corp. 

7,335

250,784

Chevron Corp. 

17,972

2,582,037

ConocoPhillips 

26,230

2,684,378

Coterra Energy, Inc. 

2,021

52,789


Gotham Enhanced 500 ETF

13

The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS at September 30, 2022 (Continued)

Shares

Value

Common Stocks — 99.7% (Continued)

 

Oil & Gas — 6.1% (Continued)

Devon Energy Corp. 

13,444

$808,388

Diamondback Energy, Inc. 

3,661

441,004

EOG Resources, Inc. 

1,656

185,025

Exxon Mobil Corp. 

37,491

3,273,339

Hess Corp. (1)

771

84,031

Marathon Oil Corp. 

15,769

356,064

Marathon Petroleum Corp. 

12,451

1,236,758

Occidental Petroleum Corp. 

19,785

1,215,788

Phillips 66 

9,807

791,621

Pioneer Natural Resources Co. 

4,937

1,069,009

Valero Energy Corp. 

8,284

885,145

 

15,916,160

Oil & Gas Services — 0.1%

Baker Hughes Co. 

2,519

52,798

Halliburton Co. 

2,341

57,635

Schlumberger NV 

3,503

125,758

 

236,191

Packaging & Containers — 0.3%

Amcor PLC 

30,075

322,705

Ball Corp. (1)

787

38,028

Packaging Corp. of America 

1,895

212,790

Sealed Air Corp. 

412

18,338

Westrock Co. 

5,143

158,867

 

750,728

Pharmaceuticals — 9.4%

AbbVie, Inc. 

23,562

3,162,256

AmerisourceBergen Corp. 

4,247

574,747

Becton Dickinson and Co. 

700

155,981

Bristol-Myers Squibb Co. 

25,022

1,778,814

Cardinal Health, Inc. 

5,533

368,940

Cigna Corp. 

6,703

1,859,881

CVS Health Corp. 

30,024

2,863,389

Dexcom, Inc. (2)

953

76,755

Eli Lilly & Co. 

2,498

807,728

Johnson & Johnson 

24,141

3,943,674

McKesson Corp. 

3,459

1,175,610

Merck & Co., Inc. 

44,165

3,803,490

Organon & Co. 

692

16,193

Pfizer, Inc. 

84,979

3,718,681

Viatris, Inc. 

24,620

209,762

Zoetis, Inc. 

1,168

173,203

 

24,689,104

Pipelines — 0.1%

Kinder Morgan, Inc. 

5,896

98,109

ONEOK, Inc. 

1,263

64,716

Shares

Value

Common Stocks — 99.7% (Continued)

 

Pipelines — 0.1% (Continued)

The Williams Companies, Inc. 

3,193

$91,416

 

254,241

Real Estate — 0.0% (4)

CBRE Group, Inc. - Class A (2)

932

62,919

 

Real Estate Investment Trusts (REITs) — 1.7%

Alexandria Real Estate Equities, Inc. 

1,750

245,332

American Tower Corp. 

3,765

808,345

AvalonBay Communities, Inc. 

340

62,625

Boston Properties, Inc. 

381

28,564

Camden Property Trust 

280

33,446

Crown Castle, Inc. 

3,502

506,214

Digital Realty Trust, Inc. 

691

68,533

Duke Realty Corp. 

1,081

52,104

Equinix, Inc. 

221

125,714

Equity Residential 

913

61,372

Essex Property Trust, Inc. 

159

38,515

Extra Space Storage, Inc. 

377

65,112

Federal Realty Investment Trust 

196

17,664

Healthpeak Properties, Inc. 

1,311

30,048

Host Hotels & Resorts, Inc. 

1,811

28,759

Invitation Homes, Inc. 

1,478

49,912

Iron Mountain, Inc. (1)

706

31,043

Kimco Realty Corp. 

1,611

29,658

Mid-America Apartment Communities, Inc. 

322

49,933

Prologis, Inc. (1)

8,695

883,412

Public Storage 

492

144,063

Realty Income Corp. (1)

1,500

87,300

Regency Centers Corp. 

418

22,509

SBA Communications Corp. 

873

248,499

Simon Property Group, Inc. (1)

901

80,865

UDR, Inc. 

789

32,909

Ventas, Inc. 

972

39,045

VICI Properties, Inc. (1)

2,339

69,819

Vornado Realty Trust 

477

11,047

Welltower, Inc. (1)

1,125

72,360

Weyerhaeuser Co. 

15,395

439,681

 

4,464,402

Retail — 5.1%

Advance Auto Parts, Inc. (1)

170

26,578

AutoZone, Inc. (2)

265

567,611

Bath & Body Works, Inc. (1)

5,178

168,803

Best Buy Co., Inc. 

5,446

344,950


Gotham Enhanced 500 ETF

14

The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS at September 30, 2022 (Continued)

Shares

Value

Common Stocks — 99.7% (Continued)

 

Retail — 5.1% (Continued)

CarMax, Inc. (1)(2)

394

$26,012

Chipotle Mexican Grill, Inc. (1)(2)

67

100,685

Costco Wholesale Corp. 

1,097

518,080

Darden Restaurants, Inc. 

307

38,780

Dollar General Corp. 

638

153,031

Dollar Tree, Inc. (2)

547

74,447

Domino’s Pizza, Inc. 

89

27,608

Genuine Parts Co. 

2,869

428,399

The Home Depot, Inc. 

10,320

2,847,701

Lowe’s Companies, Inc. 

11,243

2,111,548

McDonald’s Corp. 

6,979

1,610,334

O’Reilly Automotive, Inc. (2)

180

126,603

Ross Stores, Inc. 

1,184

99,776

Starbucks Corp. 

8,003

674,333

Target Corp. 

1,301

193,055

The TJX Companies, Inc. 

3,280

203,754

Tractor Supply Co. 

272

50,559

Ulta Beauty, Inc. (2)

145

58,172

Walgreens Boots Alliance, Inc. 

17,548

551,007

Walmart, Inc. (1)

18,446

2,392,446

Yum! Brands, Inc. 

805

85,604

 

13,479,876

Semiconductors — 3.8%

Advanced Micro Devices, Inc. (2)

4,024

254,961

Analog Devices, Inc. 

1,310

182,535

Applied Materials, Inc. 

17,977

1,472,856

Broadcom, Inc. 

1,924

854,275

Intel Corp. 

11,599

298,906

KLA Corp. 

1,141

345,301

Lam Research Corp. 

1,322

483,852

Microchip Technology, Inc. 

5,119

312,412

Micron Technology, Inc. 

23,143

1,159,464

Monolithic Power Systems, Inc. (1)

113

41,064

NVIDIA Corp. 

6,992

848,759

NXP Semiconductors NV 

5,185

764,839

ON Semiconductor Corp. (1)(2)

1,079

67,254

Qorvo, Inc. (2)

2,197

174,464

QUALCOMM, Inc. 

19,371

2,188,536

Skyworks Solutions, Inc. 

454

38,713

Teradyne, Inc. 

453

34,043

Texas Instruments, Inc. 

2,519

389,891

 

9,912,125

Shipbuilding — 0.0% (4)

Huntington Ingalls Industries, Inc. 

99

21,929

 

Shares

Value

Common Stocks — 99.7% (Continued)

 

Software — 10.2%

Activision Blizzard, Inc. 

6,332

$470,721

Adobe, Inc. (2)

8,946

2,461,939

Akamai Technologies, Inc. (2)

399

32,048

ANSYS, Inc. (2)

704

156,077

Autodesk, Inc. (2)

1,746

326,153

Broadridge Financial Solutions, Inc. 

287

41,420

Cadence Design Systems, Inc. (2)

2,196

358,892

Ceridian HCM Holding, Inc. (1)(2)

371

20,731

Citrix Systems, Inc. 

308

32,032

Electronic Arts, Inc. 

2,259

261,389

Fidelity National Information Services, Inc. 

1,510

114,111

Fiserv, Inc. (2)

1,598

149,525

Intuit, Inc. 

700

271,124

Jack Henry & Associates, Inc. 

183

33,355

Microsoft Corp. 

72,521

16,890,141

MSCI, Inc. 

200

84,358

Oracle Corp. 

23,916

1,460,550

Paychex, Inc. 

6,685

750,124

Paycom Software, Inc. (2)

140

46,198

PTC, Inc. (1)(2)

285

29,811

Roper Technologies, Inc. 

859

308,931

Salesforce, Inc. (2)

9,249

1,330,376

ServiceNow, Inc. (2)

1,626

613,994

Synopsys, Inc. (2)

1,238

378,221

Take-Two Interactive Software, Inc. (2)

1,347

146,823

Tyler Technologies, Inc. (2)

100

34,750

 

26,803,794

Telecommunications — 3.1%

Arista Networks, Inc. (2)

777

87,715

AT&T, Inc. 

69,235

1,062,065

Cisco Systems, Inc. 

86,976

3,479,040

Corning, Inc. 

14,523

421,457

Juniper Networks, Inc. 

906

23,665

Lumen Technologies, Inc. (1)

7,967

58,000

Motorola Solutions, Inc. 

472

105,714

T-Mobile US, Inc. (1)(2)

3,475

466,241

Verizon Communications, Inc. 

60,705

2,304,969

 

8,008,866

Toys, Games & Hobbies — 0.0% (4)

Hasbro, Inc. 

339

22,855

 


Gotham Enhanced 500 ETF

15

The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS at September 30, 2022 (Continued)

Shares

Value

Common Stocks — 99.7% (Continued)

 

Transportation — 2.1%

C.H. Robinson Worldwide, Inc. 

320

$30,819

CSX Corp. 

6,048

161,119

Expeditors International of Washington, Inc. 

3,600

317,916

FedEx Corp. 

5,255

780,210

J.B. Hunt Transport Services, Inc. 

259

40,513

Norfolk Southern Corp. 

1,183

248,016

Old Dominion Freight Line, Inc. 

292

72,641

Union Pacific Corp. 

12,039

2,345,438

United Parcel Service, Inc. - Class B (1)

8,825

1,425,590

 

5,422,262

Water — 0.0% (4)

American Water Works Co., Inc. 

441

57,401

 

Total Common Stock

(Cost $305,785,431)

261,674,042

 

Short-Term Investments — 0.2%

 

Money Market Funds — 0.2%

First American Government Obligations Fund - Class X, 2.775% (3)

451,698

451,698

 

Total Short-Term Investments

(Cost $451,698)

451,698

 

Investments Purchased With Collateral
From Securities Lending — 3.9%

Mount Vernon Liquid Assets Portfolio, LLC, 3.210% (3)

10,143,857

10,143,857

 

Total Investments Purchased With Collateral
From Securities Lending

(Cost $10,143,857)

10,143,857

 

Total Investments in Securities — 103.8%

(Cost $316,380,986)

272,269,597

Liabilities in excess of other assets — (3.8)%

(10,005,697

)

Total Net Assets — 100.0%

$262,263,900

(1)This security or a portion of this security was out on loan as of September 30, 2022. Total loaned securities had a value of $9,786,802 or 3.7% of net assets as of September 30, 2022. The remaining contractual maturity of all of the securities lending transactions is overnight and continuous.

(2)Non-income producing security.

(3)The rate shown is the annualized seven-day effective yield as of September 30, 2022.

(4)Does not round to 0.1% or (0.1)%, as applicable.


Gotham 1000 Value ETF

16

The accompanying notes are an integral part of these financial statements.

Shares

Value

Common Stocks — 99.7%

 

Advertising — 0.5%

The Interpublic Group of Companies, Inc. 

3,299

$84,454

Omnicom Group, Inc. 

1,167

73,626

 

158,080

Aerospace & Defense — 0.8%

Aerojet Rocketdyne Holdings, Inc. (1)

1,579

63,144

General Dynamics Corp. 

334

70,865

L3Harris Technologies, Inc. 

60

12,470

Lockheed Martin Corp. 

237

91,551

Teledyne Technologies, Inc. (1)

81

27,335

 

265,365

Agriculture — 1.4%

Altria Group, Inc. 

3,293

132,971

Archer-Daniels-Midland Co. 

1,236

99,436

Bunge Ltd. 

1,964

162,168

Philip Morris International, Inc. 

989

82,097

 

476,672

Apparel — 0.4%

Capri Holdings Ltd. (1)

384

14,761

Steven Madden Ltd. 

968

25,816

Tapestry, Inc. 

2,844

80,855

 

121,432

Auto Manufacturers — 0.3%

Cummins, Inc. 

126

25,642

Ford Motor Co. 

6,930

77,616

 

103,258

Auto Parts & Equipment — 0.7%

Allison Transmission Holdings, Inc. 

3,131

105,703

BorgWarner, Inc. 

2,939

92,285

Magna International, Inc. 

384

18,209

 

216,197

Banks — 2.6%

Ameris Bancorp 

77

3,443

Bank of Montreal 

1,019

89,305

The Bank of Nova Scotia 

1,235

58,749

Bank OZK 

108

4,272

Canadian Imperial Bank of Commerce 

801

35,052

Citigroup, Inc. 

1,882

78,423

Eastern Bankshares, Inc. 

1,290

25,336

First BanCorp.

4,858

66,457

The Goldman Sachs Group, Inc. 

46

13,480

Hancock Whitney Corp. 

2,760

126,436

JPMorgan Chase & Co. 

262

27,379

Shares

Value

Common Stocks — 99.7% (Continued)

 

Banks — 2.6% (Continued)

KeyCorp 

3,611

$57,848

PacWest Bancorp 

1,364

30,826

Signature Bank 

313

47,263

Synovus Financial Corp. 

113

4,239

Truist Financial Corp. 

965

42,016

U.S. Bancorp 

405

16,330

UMB Financial Corp. 

254

21,410

Umpqua Holdings Corp. 

2,277

38,914

Wells Fargo & Co. 

1,142

45,931

Western Alliance Bancorp 

684

44,966

 

878,075

Beverages — 0.5%

The Coca-Cola Co. 

424

23,752

Coca-Cola Consolidated, Inc. 

196

80,699

Molson Coors Brewing Co. - Class B 

1,448

69,490

 

173,941

Biotechnology — 3.6%

Amgen, Inc. 

339

76,411

Biogen, Inc. (1)

369

98,523

Exelixis, Inc. (1)

8,536

133,844

Gilead Sciences, Inc. 

1,901

117,273

Incyte Corp. (1)

1,421

94,695

Moderna, Inc. (1)

1,293

152,897

Regeneron Pharmaceuticals, Inc. (1)

263

181,173

United Therapeutics Corp. (1)

504

105,528

Vertex Pharmaceuticals, Inc. (1)

252

72,964

Vir Biotechnology, Inc. (1)

8,103

156,226

 

1,189,534

Building Materials — 2.5%

Boise Cascade Co. 

1,722

102,390

Builders FirstSource, Inc. (1)

2,318

136,577

Carrier Global Corp. 

1,130

40,183

Eagle Materials, Inc. 

786

84,243

Louisiana-Pacific Corp. 

2,662

136,268

Masco Corp. 

626

29,228

Owens Corning 

1,573

123,653

Summit Materials, Inc. - Class A (1)

752

18,018

Trex Co., Inc. (1)

1,735

76,236

UFP Industries, Inc. 

1,167

84,211

 

831,007

Chemicals — 4.8%

Avient Corp. 

1,130

34,239

Celanese Corp. 

1,102

99,555


SCHEDULE OF INVESTMENTS at September 30, 2022

Gotham 1000 Value ETF

17

The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS at September 30, 2022 (Continued)

Shares

Value

Common Stocks — 99.7% (Continued)

 

Chemicals — 4.8% (Continued)

CF Industries Holdings, Inc. 

1,831

$176,234

The Chemours Co. 

1,569

38,676

Dow, Inc. 

3,295

144,749

Eastman Chemical Co. 

1,751

124,408

Huntsman Corp. 

4,477

109,866

Linde PLC 

187

50,413

LyondellBasell Industries NV - Class A

2,063

155,303

Methanex Corp. 

2,568

81,842

The Mosaic Co. 

2,899

140,109

Nutrien Ltd. (1)

1,648

137,410

Olin Corp. 

3,190

136,787

Tronox Holdings PLC 

3,081

37,742

Westlake Corp. 

1,387

120,503

 

1,587,836

Coal — 0.6%

Alpha Metallurgical Resources, Inc. 

896

122,609

Arch Resources, Inc. - Class A 

646

76,615

 

199,224

Commercial Services — 3.2%

AMN Healthcare Services, Inc. (1)

1,533

162,437

Booz Allen Hamilton Holding Corp. 

167

15,422

Colliers International Group, Inc. 

351

32,173

Euronet Worldwide, Inc. (1)

848

64,244

FleetCor Technologies, Inc. (1)

207

36,467

Gartner, Inc. (1)

55

15,218

Grand Canyon Education, Inc. (1)

1,580

129,955

Insperity, Inc. 

244

24,910

John Wiley & Sons, Inc. - Class A 

246

9,240

Korn Ferry 

2,504

117,563

Nielsen Holdings PLC 

591

16,382

Robert Half International, Inc. 

1,603

122,629

Service Corp. International 

1,665

96,137

TriNet Group, Inc. (1)

1,857

132,256

WEX, Inc. (1)

604

76,672

 

1,051,705

Computers — 3.1%

Accenture PLC - Class A 

122

31,390

Amdocs Ltd. 

331

26,298

CACI International, Inc. - Class A (1)

369

96,331

CGI, Inc. (1)

1,311

98,640

Dell Technologies, Inc. - Class C 

3,622

123,764

Shares

Value

Common Stocks — 99.7% (Continued)

 

Computers — 3.1% (Continued)

DXC Technology Co. (1)

4,062

$99,438

Hewlett Packard Enterprise Co. 

1,487

17,814

HP, Inc. 

4,534

112,987

International Business Machines Corp. 

433

51,445

KBR, Inc. 

217

9,379

Maximus, Inc. 

1,656

95,833

NCR Corp. (1)

142

2,699

NetApp, Inc. 

632

39,089

Science Applications International Corp. 

723

63,935

Seagate Technology Holdings PLC 

949

50,515

Western Digital Corp. (1)

3,363

109,466

 

1,029,023

Cosmetics & Personal Care — 0.1%

Colgate-Palmolive Co. 

110

7,728

The Procter & Gamble Co. 

141

17,801

 

25,529

Distribution & Wholesale — 0.5%

Copart, Inc. (1)

207

22,025

IAA, Inc. (1)

2,801

89,212

LKQ Corp. 

1,392

65,633

 

176,870

Diversified Financial Services — 5.1%

Affiliated Managers Group, Inc. 

765

85,565

Ally Financial, Inc. 

3,558

99,019

Ameriprise Financial, Inc. 

11

2,771

Capital One Financial Corp. 

1,225

112,908

Cohen & Steers, Inc. 

541

33,883

Credit Acceptance Corp. (1)

121

52,998

Discover Financial Services 

854

77,646

Enact Holdings, Inc. 

1,570

34,807

Evercore, Inc. - Class A 

1,206

99,193

Franklin Resources, Inc. 

2,720

58,534

Houlihan Lokey, Inc. 

623

46,962

Intercontinental Exchange, Inc. 

350

31,623

Intercorp Financial Services, Inc. 

340

6,820

Invesco Ltd. 

5,941

81,392

Janus Henderson Group PLC 

1,006

20,432

Moelis & Co. - Class A 

1,725

58,322

Mr. Cooper Group, Inc. (1)

4,257

172,409

Nelnet, Inc. - Class A 

824

65,253

OneMain Holdings, Inc. 

2,929

86,464

PennyMac Financial Services, Inc. 

137

5,877

Radian Group, Inc. 

5,825

112,364


Gotham 1000 Value ETF

18

The accompanying notes are an integral part of these financial statements.

Shares

Value

Common Stocks — 99.7% (Continued)

 

Diversified Financial Services — 5.1% (Continued)

SEI Investments Co. 

724

$35,512

SLM Corp. 

3,201

44,782

Synchrony Financial 

3,041

85,726

TPG, Inc. 

1,421

39,561

Visa, Inc. - Class A 

32

5,685

The Western Union Co. 

10,681

144,194

 

1,700,702

Electric — 1.3%

The AES Corp. 

285

6,441

Exelon Corp. 

4,423

165,686

NRG Energy, Inc. 

3,928

150,324

Otter Tail Corp. 

769

47,309

Public Service Enterprise Group, Inc. 

743

41,779

TransAlta Corp. 

2,852

25,183

 

436,722

Electrical Components & Equipment — 0.1%

Emerson Electric Co. 

142

10,397

Littelfuse, Inc. 

58

11,524

 

21,921

Electronics — 1.2%

Atkore, Inc. (1)

1,400

108,934

Avnet, Inc. 

443

16,001

Hubbell, Inc. 

12

2,676

Jabil, Inc. 

2,084

120,268

Sanmina Corp. (1)

978

45,066

Vishay Intertechnology, Inc. 

6,425

114,301

Vontier Corp. 

450

7,519

 

414,765

Entertainment — 1.1%

International Game Technology PLC 

2,673

42,233

Light & Wonder, Inc. (1)

1,675

71,824

Penn Entertainment, Inc. (1)

2,417

66,492

SeaWorld Entertainment, Inc. (1)

1,533

69,767

Vail Resorts, Inc. 

429

92,510

Warner Music Group Corp. - Class A 

521

12,092

 

354,918

Environmental Control — 0.1%

Pentair PLC 

521

21,168

Tetra Tech, Inc. 

135

17,352

 

38,520

Shares

Value

Common Stocks — 99.7% (Continued)

 

Food — 2.8%

Albertsons Companies, Inc. - Class A

5,376

$133,647

Cal-Maine Foods, Inc. 

1,341

74,546

Campbell Soup Co. 

550

25,916

Conagra Brands, Inc. 

671

21,895

General Mills, Inc. 

180

13,790

Hormel Foods Corp. 

221

10,042

Kellogg Co. 

1,054

73,422

The Kraft Heinz Co. 

2,624

87,510

The Kroger Co. 

1,969

86,144

Mondelez International, Inc. - Class A

379

20,780

Pilgrim’s Pride Corp. (1)

5,685

130,869

Post Holdings, Inc. (1)

622

50,948

Sprouts Farmers Market, Inc. (1)

4,471

124,070

Tyson Foods, Inc. - Class A 

1,275

84,061

 

937,640

Forest Products & Paper — 0.8%

International Paper Co. 

3,587

113,708

West Fraser Timber Co. Ltd. 

1,952

141,500

 

255,208

Gas — 0.3%

National Fuel Gas Co. 

1,842

113,375

 

Hand & Machine Tools — 0.2%

Snap-on, Inc. 

308

62,016

 

Healthcare – Products — 1.5%

Abbott Laboratories 

349

33,769

The Cooper Companies, Inc. 

138

36,418

DENTSPLY SIRONA, Inc. 

2,496

70,762

Henry Schein, Inc. (1)

257

16,903

Hologic, Inc. (1)

2,506

161,687

Medtronic PLC 

222

17,926

QIAGEN NV (1)

2,332

96,265

Teleflex, Inc. 

132

26,593

Zimmer Biomet Holdings, Inc. 

534

55,830

 

516,153

Healthcare – Services — 1.8%

Amedisys, Inc. (1)

614

59,429

Centene Corp. (1)

913

71,041

Chemed Corp. 

133

58,062

DaVita, Inc. (1)

762

63,071

Elevance Health, Inc. 

63

28,617

Encompass Health Corp. 

1,463

66,172


SCHEDULE OF INVESTMENTS at September 30, 2022 (Continued)

Gotham 1000 Value ETF

19

The accompanying notes are an integral part of these financial statements.

Shares

Value

Common Stocks — 99.7% (Continued)

 

Healthcare – Services — 1.8% (Continued)

Laboratory Corp. of America Holdings 

515

$105,477

Molina Healthcare, Inc. (1)

92

30,345

Quest Diagnostics, Inc. 

1,072

131,524

 

613,738

Home Builders — 1.0%

LCI Industries 

934

94,763

Skyline Champion Corp. (1)

1,856

98,127

Thor Industries, Inc. 

2,150

150,457

 

343,347

Home Furnishings — 0.7%

Dolby Laboratories, Inc. - Class A 

843

54,921

Leggett & Platt, Inc. 

731

24,284

Sonos, Inc. (1)

1,282

17,820

Whirlpool Corp. 

951

128,204

 

225,229

Household Products & Wares — 0.2%

Church & Dwight Co., Inc. 

164

11,716

Kimberly-Clark Corp. 

499

56,158

 

67,874

Insurance — 4.6%

American Equity Investment Life Holding Co. 

3,572

133,200

American International Group, Inc. 

3,108

147,568

Axis Capital Holdings Ltd. 

2,435

119,680

Brighthouse Financial, Inc. (1)

941

40,858

Chubb Ltd. 

76

13,823

Cincinnati Financial Corp. 

649

58,131

CNA Financial Corp. 

1,410

52,029

Equitable Holdings, Inc. 

2,244

59,129

Essent Group Ltd. 

3,095

107,923

Fidelity National Financial, Inc. 

3,078

111,424

First American Financial Corp. 

1,876

86,484

Jackson Financial, Inc. 

2,051

56,915

Loews Corp. 

2,960

147,526

Manulife Financial Corp. 

5,762

90,290

MGIC Investment Corp. 

3,163

40,550

Old Republic International Corp. 

260

5,442

Principal Financial Group, Inc. 

1,861

134,271

Sun Life Financial, Inc. 

1,585

63,020

W.R. Berkley Corp. 

253

16,339

Willis Towers Watson PLC 

265

53,249

 

1,537,851

Shares

Value

Common Stocks — 99.7% (Continued)

 

Internet — 0.8%

Alphabet, Inc. - Class A (1)

381

$36,443

CDW Corp. 

130

20,290

eBay, Inc. 

3,337

122,835

F5, Inc. (1)

22

3,184

Match Group, Inc. (1)

84

4,011

Meta Platforms, Inc. - Class A (1)

173

23,473

NortonLifeLock, Inc. 

1,337

26,927

Ziff Davis, Inc. (1)

361

24,721

 

261,884

Investment Companies — 1.0%

Blackstone Secured Lending Fund 

1,333

30,312

FS KKR Capital Corp. 

6,371

107,989

Main Street Capital Corp. 

2,724

91,635

Prospect Capital Corp. 

16,007

99,243

 

329,179

Iron & Steel — 1.8%

Cleveland-Cliffs, Inc. (1)

6,187

83,339

Nucor Corp. 

1,330

142,297

Reliance Steel & Aluminum Co. 

568

99,065

Steel Dynamics, Inc. 

2,078

147,434

United States Steel Corp. 

7,362

133,399

 

605,534

Lodging — 1.7%

Boyd Gaming Corp. 

2,484

118,363

Choice Hotels International, Inc. 

1,087

119,048

Hyatt Hotels Corp. - Class A (1)

1,505

121,845

Marriott International, Inc. - Class A

84

11,772

MGM Resorts International 

2,723

80,927

Wyndham Hotels & Resorts, Inc. 

2,005

123,007

 

574,962

Machinery — Diversified — 0.9%

Crane Holdings Co. 

1,284

112,401

Enovis Corp. (1)

2,838

130,747

Otis Worldwide Corp. 

422

26,924

Westinghouse Air Brake Technologies Corp. 

57

4,637

Zurn Elkay Water Solutions Corp. 

1,650

40,425

 

315,134

Media — 3.0%

Cable One, Inc. 

144

122,839

Charter Communications, Inc. - Class A (1)

369

111,936

Comcast Corp. - Class A 

4,339

127,263

Fox Corp. - Class A 

3,174

97,378


SCHEDULE OF INVESTMENTS at September 30, 2022 (Continued)

Gotham 1000 Value ETF

20

The accompanying notes are an integral part of these financial statements.

Shares

Value

Common Stocks — 99.7% (Continued)

 

Media — 3.0% (Continued)

The New York Times Co. -
Class A 

1,002

$28,808

News Corp. - Class A 

6,817

103,005

Nexstar Media Group, Inc. 

753

125,638

Paramount Global - Class B

5,000

95,200

Sirius XM Holdings, Inc. 

8,450

48,250

TEGNA, Inc. 

7,425

153,549

 

1,013,866

Metal Fabricate & Hardware — 0.5%

Mueller Industries, Inc. 

2,946

175,110

 

Mining — 3.6%

Alcoa Corp. 

3,242

109,126

Barrick Gold Corp. 

8,943

138,617

Franco-Nevada Corp. 

907

108,368

Freeport-McMoRan, Inc. 

4,700

128,451

Newmont Corp. 

2,631

110,581

Royal Gold, Inc. 

272

25,519

Southern Copper Corp. 

3,097

138,869

SSR Mining, Inc. 

8,858

130,301

Teck Resources Ltd. - Class B 

5,092

154,848

Yamana Gold, Inc. 

36,954

167,402

 

1,212,082

Miscellaneous Manufacturers — 1.2%

3M Co. 

875

96,688

General Electric Co. 

1,150

71,197

Hillenbrand, Inc. 

2,470

90,698

Parker-Hannifin Corp. 

330

79,962

Textron, Inc. 

820

47,773

 

386,318

Office & Business Equipment — 0.0% (3)

Zebra Technologies Corp. - Class A (1)

60

15,721

 

Oil & Gas — 12.4%

Antero Resources Corp. (1)

4,062

124,013

APA Corp. 

3,883

132,760

Canadian Natural Resources Ltd. 

3,365

156,708

Cenovus Energy, Inc. 

7,545

115,967

Chevron Corp. 

1,158

166,370

Chord Energy Corp. 

1,182

161,662

CNX Resources Corp. (1)

10,693

166,062

Comstock Resources, Inc. (1)

6,577

113,716

ConocoPhillips 

1,533

156,887

Crescent Point Energy Corp. 

15,676

96,564

Shares

Value

Common Stocks — 99.7% (Continued)

 

Oil & Gas — 12.4% (Continued)

CVR Energy, Inc. 

5,006

$145,074

Denbury, Inc. (1)

1,377

118,780

Devon Energy Corp. 

2,198

132,166

Diamondback Energy, Inc. 

934

112,510

Enerplus Corp. 

6,466

91,623

EOG Resources, Inc. 

673

75,194

EQT Corp. 

2,916

118,827

Exxon Mobil Corp. 

1,965

171,564

Hess Corp. 

440

47,956

Imperial Oil Ltd. 

3,984

172,388

Kosmos Energy Ltd. (1)

14,962

77,353

Marathon Oil Corp. 

6,758

152,596

Marathon Petroleum Corp. 

1,747

173,529

Murphy Oil Corp. 

3,493

122,849

Occidental Petroleum Corp. 

1,868

114,789

Ovintiv, Inc. 

3,182

146,372

Phillips 66 

1,932

155,951

Pioneer Natural Resources Co. 

597

129,268

Suncor Energy, Inc. 

5,989

168,590

Valero Energy Corp. 

1,674

178,867

Vermilion Energy, Inc. 

6,497

139,166

 

4,136,121

Oil & Gas Services — 0.1%

Baker Hughes Co. 

2,094

43,890

 

Packaging & Containers — 1.6%

Amcor PLC 

7,954

85,346

Berry Global Group, Inc. (1)

1,903

88,547

Crown Holdings, Inc. 

807

65,391

Greif, Inc. - Class A 

2,045

121,821

Packaging Corp. of America 

312

35,034

Sealed Air Corp. 

930

41,394

Westrock Co. 

3,067

94,740

 

532,273

Pharmaceuticals — 4.1%

AbbVie, Inc. 

541

72,608

AbCellera Biologics, Inc. (1)

8,987

88,882

AmerisourceBergen Corp. 

592

80,115

Bausch Health Companies, Inc. (1)

5,036

34,698

Bristol-Myers Squibb Co. 

738

52,464

Cardinal Health, Inc. 

1,408

93,886

Cigna Corp. 

283

78,524

CVS Health Corp. 

925

88,217

Jazz Pharmaceuticals PLC (1)

884

117,828

Johnson & Johnson 

308

50,315


SCHEDULE OF INVESTMENTS at September 30, 2022 (Continued)

Gotham 1000 Value ETF

21

The accompanying notes are an integral part of these financial statements.

Shares

Value

Common Stocks — 99.7% (Continued)

 

Pharmaceuticals — 4.1% (Continued)

McKesson Corp. 

131

$44,523

Merck & Co., Inc. 

1,186

102,138

Organon & Co. 

3,721

87,071

Pfizer, Inc. 

3,964

173,465

Prestige Consumer Healthcare, Inc. (1)

1,178

58,700

Viatris, Inc. 

17,043

145,206

 

1,368,640

Pipelines — 1.4%

Cheniere Energy, Inc. 

985

163,421

DT Midstream, Inc. 

725

37,620

Equitrans Midstream Corp. 

7,276

54,424

ONEOK, Inc. 

1,220

62,513

Pembina Pipeline Corp. 

4,342

131,867

 

449,845

Private Equity — 0.7%

Blackstone, Inc. 

724

60,599

Brookfield Asset Management, Inc. - Class A 

2,375

97,114

The Carlyle Group, Inc. 

2,391

61,783

 

219,496

Real Estate — 1.1%

CBRE Group, Inc. - Class A (1)

557

37,603

Cushman & Wakefield PLC (1)

8,129

93,077

The Howard Hughes Corp. (1)

979

54,227

Jones Lang LaSalle, Inc. (1)

662

100,008

Tricon Residential, Inc. 

7,543

65,247

 

350,162

Real Estate Investment Trusts (REITs) — 0.9%

PotlatchDeltic Corp. 

2,909

119,385

Rayonier, Inc. 

1,633

48,941

Weyerhaeuser Co. 

5,000

142,800

 

311,126

Retail — 5.2%

Academy Sports & Outdoors, Inc. 

1,113

46,946

AutoNation, Inc. (1)

1,279

130,292

AutoZone, Inc. (1)

15

32,129

Bath & Body Works, Inc. 

1,663

54,214

Best Buy Co., Inc. 

1,523

96,467

Casey’s General Stores, Inc. 

293

59,338

Dick’s Sporting Goods, Inc. 

501

52,425

Dillard’s, Inc. - Class A 

312

85,101

Group 1 Automotive, Inc. 

833

119,011

Lowe’s Companies, Inc. 

440

82,636

Macy’s, Inc. 

5,099

79,901

Shares

Value

Common Stocks — 99.7% (Continued)

 

Retail — 5.2% (Continued)

McDonald’s Corp. 

239

$55,147

Murphy USA, Inc. 

467

128,383

Nordstrom, Inc. 

6,209

103,877

O’Reilly Automotive, Inc. (1)

34

23,914

Papa John’s International, Inc. 

189

13,232

Penske Automotive Group, Inc. 

1,200

118,116

Restaurant Brands International, Inc. 

1,122

59,668

Ross Stores, Inc. 

572

48,202

Rush Enterprises, Inc. - Class A 

607

26,623

The TJX Companies, Inc. 

776

48,205

Ulta Beauty, Inc. (1)

50

20,060

Victoria’s Secret & Co. (1)

1,883

54,833

Walgreens Boots Alliance, Inc. 

3,573

112,192

Williams-Sonoma, Inc. 

784

92,394

 

1,743,306

Savings & Loans — 0.6%

New York Community Bancorp, Inc. 

12,231

104,330

Pacific Premier Bancorp, Inc. 

2,979

92,230

 

196,560

Semiconductors — 2.6%

Amkor Technology, Inc. 

450

7,672

Applied Materials, Inc. 

749

61,365

Broadcom, Inc. 

144

63,937

Cirrus Logic, Inc. (1)

695

47,816

KLA Corp. 

44

13,316

Lam Research Corp. 

16

5,856

MaxLinear, Inc. (1)

311

10,145

Microchip Technology, Inc. 

590

36,008

Micron Technology, Inc. 

1,759

88,126

MKS Instruments, Inc. 

615

50,824

NXP Semiconductors NV 

507

74,788

ON Semiconductor Corp. (1)

8

499

Power Integrations, Inc. 

861

55,379

Qorvo, Inc. (1)

1,157

91,877

QUALCOMM, Inc. 

678

76,600

Semtech Corp. (1)

931

27,381

Silicon Laboratories, Inc. (1)

585

72,212

Synaptics, Inc. (1)

562

55,644

Teradyne, Inc. 

166

12,475

Texas Instruments, Inc. 

46

7,120

 

859,040


SCHEDULE OF INVESTMENTS at September 30, 2022 (Continued)

Gotham 1000 Value ETF

22

The accompanying notes are an integral part of these financial statements.

SCHEDULE OF INVESTMENTS at September 30, 2022 (Continued)

Shares

Value

Common Stocks — 99.7% (Continued)

 

Software — 1.2%

ACI Worldwide, Inc. (1)

975

$20,377

Akamai Technologies, Inc. (1)

683

54,859

Concentrix Corp. 

321

35,833

Dropbox, Inc. - Class A (1)

2,385

49,417

Fiserv, Inc. (1)

305

28,539

Open Text Corp. 

1,284

33,949

SS&C Technologies Holdings, Inc. 

1,710

81,653

Teradata Corp. (1)

3,047

94,640

 

399,267

Telecommunications — 1.7%

AT&T, Inc. 

6,122

93,911

BCE, Inc. 

1,005

42,150

Cisco Systems, Inc. 

2,237

89,480

Corning, Inc. 

2,862

83,055

Iridium Communications, Inc. (1)

194

8,608

Lumen Technologies, Inc. 

13,852

100,843

T-Mobile US, Inc. (1)

390

52,326

Verizon Communications, Inc. 

1,793

68,080

Viavi Solutions, Inc. (1)

3,081

40,207

 

578,660

Transportation — 3.2%

CSX Corp. 

596

15,878

Expeditors International of Washington, Inc. 

1,815

160,283

FedEx Corp. 

760

112,837

Hub Group, Inc. - Class A (1)

700

48,286

Knight-Swift Transportation Holdings, Inc. 

1,351

66,104

Landstar System, Inc. 

681

98,316

Matson, Inc. 

2,256

138,789

Norfolk Southern Corp. 

245

51,364

Ryder System, Inc. 

967

72,999

Schneider National, Inc. - Class B 

2,939

59,662

Union Pacific Corp. 

88

17,144

United Parcel Service, Inc. - Class B 

650

105,001

XPO Logistics, Inc. (1)

2,433

108,317

 

1,054,980

Total Common Stock

(Cost $36,902,825)

33,256,883

 

Shares

Value

Short-Term Investments 0.1%

 

Money Market Funds 0.1%

First American Government Obligations Fund - Class X, 2.775% (2)

46,572

$46,572

Total Short-Term Investments

(Cost $46,572)

46,572

 

Total Investments in Securities 99.8%

(Cost $36,949,397)

33,303,455

Other assets in excess of liabilities — 0.2% 

64,736

Total Net Assets 100.0%

$33,368,191

(1)Non-income producing security.

(2)The rate shown is the annualized seven-day effective yield as of September 30, 2022.

(3)Does not round to 0.1% or (0.1)%, as applicable.


Gotham ETFs

23

The accompanying notes are an integral part of these financial statements.

 

 

Gotham
Enhanced 500
ETF

 

Gotham
1000 Value
ETF

 

 

Assets:

Investments in securities, at value (Cost $316,380,986 and $36,949,397, respectively) (Note 2)

$272,269,597

(1)

$33,303,455

Foreign currency (Cost $- and $416, respectively)

411

Receivables: 

Investment securities sold

382,205

Dividends and interest receivable

252,851

41,018

Securities lending income, net (Note 5)

1,671

Total assets

272,524,119

33,727,089

 

Liabilities:

Collateral received for securities loaned (Note 5)

10,143,857

Payables: 

Investment securities purchased

345,487

Management fees (Note 4)

116,362

13,411

Total liabilities

10,260,219

358,898

Net Assets

$262,263,900

$33,368,191

 

Components of Nets Assets:

Paid-in capital

$313,522,425

$37,182,685

Total distributable (accumulated) earnings (losses)

(51,258,525

)

(3,814,494

)

Net assets

$262,263,900

$33,368,191

 

Net Asset Value (unlimited shares authorized):

Net assets

$262,263,900

$33,368,191

Shares of beneficial interest issued and outstanding

13,325,000

2,000,000

Net asset value

$19.68

$16.68

(1)Includes loaned securities with a value of $9,786,802.

STATEMENTS OF ASSETS AND LIABILITIES at September 30, 2022

Gotham ETFs

24

The accompanying notes are an integral part of these financial statements.

 

 

Gotham
Enhanced 500
ETF

 

Gotham
1000 Value
ETF
(1)

 

 

Investment Income:

Dividend income (net of foreign withholding tax of $193 and $5,110, respectively)

$3,918,133

$180,693

Securities lending income, net (Note 5)

13,591

Interest income

2,558

252

Total investment income

3,934,282

180,945

 

Expenses:

Management fees (Note 4)

1,503,058

43,282

Total expenses

1,503,058

43,282

Less: Management fee waiver (Note 4)

(346,860

)

(9,988

)

Net expenses

1,156,198

33,294

Net investment income (loss)

2,778,084

147,651

 

Realized and Unrealized Gain (Loss) on Investments:

Net realized gain (loss) on investments

(9,445,576

)

(316,005

)

Change in net unrealized appreciation/depreciation on:

Investments

(44,142,309

)

(3,646,134

)

Foreign Currency Transactions

(6

)

Net realized and unrealized gain (loss) on investments

(53,587,885

)

(3,962,145

)

Net increase (decrease) in net assets resulting from operations

$(50,809,801

)

$(3,814,494

)

(1)The Fund commenced operations on June 7, 2022. The information presented is from June 7, 2022 to September 30, 2022.

STATEMENTS OF OPERATIONS  For the Periods Ended September 30, 2022

Gotham Enhanced 500 ETF

25

The accompanying notes are an integral part of these financial statements.

 

 

Year Ended
September 30,
2022

 

Period Ended
September 30,
2021
(1)

 

 

Increase (Decrease) in Net Assets From:

 

Operations:

Net investment income (loss)

$2,778,084

$256,358

Net realized gain (loss) on investments

(9,445,576

)

(119,242

)

Change in net unrealized appreciation/depreciation on investments and foreign currency transactions

(44,142,309

)

30,920

Net increase (decrease) in net assets resulting from operations

(50,809,801

)

168,036

 

Distributions to Shareholders:

Net distributions to shareholders

(616,760

)

 

Capital Share Transaction:

Net increase (decrease) in net assets derived from net change in outstanding shares (2)

225,891,940

87,630,485

Total increase (decrease) in net assets

174,465,379

87,798,521

 

Net Assets:

Beginning of year/period

87,798,521

End of year/period

$262,263,900

$87,798,521

(1)The Fund commenced operations on December 28, 2020. The information presented is from December 28, 2020 to September 30, 2021.

(2)Summary of share transactions is as follows:

Year Ended
September 30, 2022

 

Period Ended
September 30, 2021
(1)

Shares

Value

Shares

Value

Shares sold

9,525,000

$225,891,940

3,800,000

$87,630,485

Shares redeemed

Net increase (decrease)

9,525,000

$225,891,940

3,800,000

$87,630,485

STATEMENTS OF CHANGES IN NET ASSETS

Gotham 1000 Value ETF

26

The accompanying notes are an integral part of these financial statements.

STATEMENTS OF CHANGES IN NET ASSETS

 

 

Period Ended
September 30,
2022
(1)

 

 

Increase (Decrease) in Net Assets From:

 

Operations:

Net investment income (loss)

$147,651

Net realized gain (loss) on investments

(316,005

)

Change in net unrealized appreciation/depreciation on investments

(3,646,140

)

Net increase (decrease) in net assets resulting from operations

(3,814,494

)

 

Distributions to Shareholders:

Net distributions to shareholders

 

Capital Share Transaction:

Net increase (decrease) in net assets derived from net change in outstanding shares (2)

37,182,685

Total increase (decrease) in net assets

33,368,191

 

Net Assets:

Beginning of period

End of period

$33,368,191

(1)The Fund commenced operations on June 7, 2022. The information presented is from June 7, 2022 to September 30, 2022.

(2)Summary of share transactions is as follows:

Period Ended
September 30, 2022
(1)

Shares

Value

Shares sold

2,000,000

$37,182,555

Shares redeemed

Variable fees

130

Net increase (decrease)

2,000,000

$37,182,685

Gotham Enhanced 500 ETF

27

The accompanying notes are an integral part of these financial statements.

 

 

Year Ended
September 30, 2022

 

Period Ended
September 30, 2021
(1)

 

 

Net asset value, beginning of year/period

$23.10

$20.00

 

Income from Investment Operations:

Net investment income (loss) (2)

0.28

0.19

Net realized and unrealized gain (loss) on investments

(3.64

)

2.91

Total from investment operations

(3.36

)

3.10

 

Less Distributions:

From net investment income

(0.06

)

Total distributions

(0.06

)

 

Net asset value, end of year/period

$19.68

$23.10

Total Return (4)

(14.62

)%

15.53

%(3)

 

Ratios / Supplemental Data:

Net assets, end of year/period (millions)

$262.3

$87.8

Portfolio turnover rate

59

%

36

%(3)

Ratio of expenses to average net assets 

Before management fees waived

0.65

%

0.65

%(5)

After management fees waived

0.50

%

0.50

%(5)

Ratio of net investment income (loss) to average net assets 

Before management fees waived

1.05

%

0.92

%(5)

After management fees waived

1.20

%

1.07

%(5)

(1)The Fund commenced operations on December 28, 2020. The information presented is from December 28, 2020 to September 30, 2021.

(2)Calculated using average shares outstanding method.

(3)Not annualized.

(4)The total return is based on the Fund’s net asset value. Additional performance information is presented in the Performance Data.

(5)Annualized.

FINANCIAL HIGHLIGHTS

Gotham 1000 Value ETF

28

The accompanying notes are an integral part of these financial statements.

FINANCIAL HIGHLIGHTS

 

 

Period Ended
September 30,
2022
(1)

 

 

Net asset value, beginning of period

$20.00

 

Income from Investment Operations:

Net investment income (loss) (2)

0.13

Net realized and unrealized gain (loss) on investments

(3.45

)

Total from investment operations

(3.32

)

 

Less Distributions:

From net investment income

Total distributions

 

Net asset value, end of period

$16.68

Total Return (3)(4)

(16.58

)%

 

Ratios / Supplemental Data:

Net assets, end of period (millions)

$33.4

Portfolio turnover rate (3)

52

%

Ratio of expenses to average net assets 

Before management fees waived (5)

0.65

%

After management fees waived (5)

0.50

%

Ratio of net investment income (loss) to average net assets 

Before management fees waived (5)

2.07

%

After management fees waived (5)

2.22

%

(1)The Fund commenced operations on June 7, 2022. The information presented is from June 7, 2022 to September 30, 2022.

(2)Calculated using average shares outstanding method.

(3)Not annualized.

(4)The total return is based on the Fund’s net asset value. Additional performance information is presented in the Performance Data.

(5)Annualized.

Gotham ETFs

29

Note 1 – Organizational

The Gotham Enhanced 500 ETF and Gotham 1000 Value ETF are each diversified series of shares (each, a “Fund, and collectively, the “Funds”) of beneficial interest 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 is registered under the Securities Act of 1933, as amended. Each Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 “Financial Services—Investment Companies.” The Gotham Enhanced 500 ETF commenced operations on December 28, 2020 and the Gotham 1000 Value ETF commenced operations on June 7, 2022.

The investment objective of each Fund is to seek 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, 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 (“Independent Pricing Agents”) each day that the Fund is open for business.

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.

Effective September 8, 2022, for securities for which quotations are not readily available, under Rule 2a-5 of the 1940 Act, a fair value will be determined 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 Fund’s investment adviser, Toroso Investments, LLC (the “Adviser”), subject to oversight by the Trust’s Board of Trustees (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 funds may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations.

As described above, the Funds utilize 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.

NOTES TO FINANCIAL STATEMENTS September 30, 2022

Gotham ETFs

30

NOTES TO FINANCIAL STATEMENTS September 30, 2022 (Continued)

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 September 30, 2022:

Gotham Enhanced 500 ETF

Investments in Securities

Investments
Measured at
Net Asset Value

Level 1

Level 2

Level 3

Total

Common Stocks (1)

$

$261,674,042

$

$

$261,674,042

Short-Term Investments

451,698

451,698

Investments Purchased With Collateral From Securities Lending (2)

10,143,857

10,143,857

Total Investments in Securities

$10,143,857

$262,125,740

$

$

$272,269,597

Gotham 1000 Value ETF

Investments in Securities

Level 1

Level 2

Level 3

Total

Common Stocks (1)

$33,256,883

$

$

$33,256,883

Short-Term Investments

46,572

46,572

Total Investments in Securities

$33,303,455

$

$

$33,303,455

(1)See Schedule of Investments for the industry breakout.

(2)Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Schedule of Investments.

B.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 98.0% 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 of September 30, 2022, 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.

C. 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. 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. Debt 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 Trust’s understanding of the applicable country’s tax rules and rates. If a Fund’s distributions exceed its earnings and profits, all or a portion of the distributions made for a taxable year may be recharacterized as a return of capital to

Gotham ETFs

31

NOTES TO FINANCIAL STATEMENTS September 30, 2022 (Continued)

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

A REIT is a corporation or business trust (that would otherwise be taxed as a corporation) which meets the definitional requirements of the Internal Revenue Code of 1986, as amended (the “Code”). The Code permits a qualifying REIT to deduct from taxable income the dividends paid, thereby effectively eliminating corporate level federal income tax. To meet the definitional requirements of the Code, a REIT must, among other things: invest substantially all of its assets in interests in real estate (including mortgages and other REITs), cash and government securities; derive most of its income from rents from real property or interest on loans secured by mortgages on real property; and, in general, distribute annually 90% or more of its taxable income (other than net capital gains) to shareholders.

D.Foreign Currency. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions.

The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

The Funds report net realized foreign exchange gains or losses that arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Funds’ books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at period end, resulting from changes in exchange rates.

E.Distributions to Shareholders. Distributions to shareholders from net investment income, if any, for the Funds are declared and paid at least annually. Distributions to shareholders from net realized gains on securities, if any, for the Funds normally are declared and paid on an annual basis. Distributions are recorded on the ex-dividend date.

F.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 at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates.

G.Share Valuation. The net asset value (“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. Each Funds shares will not be priced on the days on which the New York Stock Exchange (“NYSE”) is closed for trading.

H.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.

I.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 each 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 that Fund’s net assets, that Fund will take such steps as set forth in the Program.

J.Recently Issued Accounting Pronouncements.

In June 2022, FASB issued Accounting Standards Update 2022-03, which amends Fair Value Measurement (Topic 820):Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new

Gotham ETFs

32

NOTES TO FINANCIAL STATEMENTS September 30, 2022 (Continued)

disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years, with early adoption permitted. The Funds are currently evaluating the impact, if any, of these amendments on the financial statements.

K.Reclassification of Capital Accounts. U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or NAV per share. These differences are primarily due to adjustments for redemptions in-kind. For the period ended September 30, 2022 the Funds did not make any adjustments.

The Funds may realize net capital gains resulting from in-kind redemptions, in which shareholders exchange Fund shares for securities held by the Funds rather than for cash. Because such gains are not taxable to the Funds, and are not distributed to shareholders, they would be reclassified from undistributed gains to paid-in capital. During the period ended September 30, 2022, the Funds did not realize any net capital gains resulting from in-kind redemptions.

Note 3 – Principal Investment Risks

A.Database Error Risk. The investment strategies used by the Gotham Asset Management, LLC (the “Sub-Adviser”), rely on proprietary databases and third-party data sources. Data entries made by the Sub-Adviser’s team of financial analysts or third parties may contain errors, as may the database system used to store such data. Any errors in the underlying data sources, data entry or database may result in the Funds acquiring or selling investments based on incorrect information.

B.Equity Market Risk. The equity securities held in each Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Funds invest. Common stocks, such as those held by the Funds, are generally exposed to greater risk than other types of securities, such as preferred stock and debt obligations, because common stockholders generally have inferior rights to receive payment from issuers. Securities in each Fund’s portfolio may underperform in comparison to securities in the general financial markets, a particular financial market, or other asset classes, due to a number of factors. Factors that could impact the market value of an equity security include a company’s business performance, investor perceptions, stock market trends and general economic conditions.

C.Exchanged Traded Fund (“ETF”) Risks.

Authorized Participants, Market Makers, and Liquidity Providers Concentration Risk. The Trust is registered with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations adopted thereunder, as amended, the “1940 Act”), as an open-end management investment company and the offering of each Fund’s shares (“Shares”) is registered under the Securities Act of 1933, as amended (the “Securities Act”). The Funds have 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.

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 a 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.

Gotham ETFs

33

NOTES TO FINANCIAL STATEMENTS September 30, 2022 (Continued)

Trading. Shares are listed on the NYSE Arca, Inc. (the “Exchange”), and although Shares 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.

D.General Market Risk. Securities markets and individual securities may 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.

E.High Portfolio Turnover Risk (Gotham 1000 Value ETF Only). The Fund may actively and frequently trade all or a significant portion of the securities in its portfolio. A high portfolio turnover rate increases transaction costs, which may increase the Fund’s expenses. Frequent trading may also cause adverse tax consequences for investors in the Fund due to an increase in short-term capital gains.

F.Large-Capitalization Investing Risk The securities of large-capitalization companies may be relatively mature compared to smaller companies and therefore subject to slower growth during times of economic expansion. Large-capitalization companies may also be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes.

G.Management Risk. The Funds are actively-managed and may not meet their investment objectives based on the Sub-Adviser’s success or failure to implement investment strategies for the Funds.

H.Mid-Capitalization Investing Risk (Gotham 1000 Value ETF Only). The securities of mid-capitalization companies may be more vulnerable to adverse issuer, market, political, or economic developments than securities of large-capitalization companies. The securities of mid-capitalization companies generally trade in lower volumes and are subject to greater and more unpredictable price changes than large-capitalization stocks or the stock market as a whole.

I.Systems Risk. The Funds depend on the Sub-Adviser to develop and implement appropriate systems to provide sub-advisory services. The Sub-Adviser relies extensively on computer programs and systems to implement and monitor each Fund’s investment strategy. As a result, there is a risk of human or technological errors affecting the portfolio construction process and order origination, including errors in programming (e.g., “bugs” and classic coding errors), modeling, design, translational errors and compatibility issues with data sets and among systems. There can be no guarantee that such defects or issues will be identified in time to avoid a material adverse effect on the Funds.

J.Value Style Risk. The Sub-Adviser intends to buy securities, on behalf of the Funds, that it believes are undervalued. Investing in “value” stocks presents the risk that the stocks may never reach what the Sub-Adviser believes are their full market values, either because the market fails to recognize what the Sub-Adviser considers to be the companies’ true business values or because the Sub-Adviser misjudges those values. In addition, value stocks may fall out of favor with investors and underperform other stocks (such as growth stocks) during given periods. The Funds’ performance may be negatively affected if the Sub-Adviser determines (or otherwise needs) to sell a value stock before the market recognizes the stock’s full value.

Note 4 – Commitments and Other Related Party Transactions

Toroso Investments, LLC (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, has overall responsibility for the general management and administration of the Funds. The Adviser provides oversight of the Sub-Adviser and review of the Sub-Adviser’s performance. The Adviser is also responsible for trading portfolio securities for the Funds, including selecting broker-dealers to execute purchase and sale transactions.

Gotham ETFs

34

NOTES TO FINANCIAL STATEMENTS September 30, 2022 (Continued)

Pursuant to the Advisory Agreement, each Fund pays the Adviser a unitary management fee (the “Management Fee”) based on the average daily net assets of the Funds as follows:

Fund

Management Fee

Management Fee
After Waiver

Gotham Enhanced 500 ETF

0.65%

0.50%

Gotham 1000 Value ETF

0.65%

0.50%

The Adviser has contractually agreed to a reduced unitary Management Fee for the Gotham Enhanced 500 ETF to 0.50% until at least December 31, 2023 and agreed to reduce its Management Fee for the Gotham 1000 Value ETF to 0.50% until at least January 31, 2024 (the “Fee Waiver Agreements”). The Fee Waiver Agreements may be terminated only by, or with the consent of, the Board. Any waived Management Fees are not able to be recouped by the Adviser under the Fee Waiver Agreements. Management Fees for the period ended September 30, 2022 are disclosed in the Statements of Operations.

Out of each Management Fee, the Adviser is obligated to pay or arrange for the payment of substantially all expenses of the Funds, including the cost of 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 all expenses incurred by the Funds 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”). The Management Fees incurred are paid monthly to the Adviser.

Gotham Asset Management, LLC serves as 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 responsible for the day-to-day management of the Funds’ portfolios, 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 and paid monthly, at an annual rate of 0.50% of each Fund’s average daily net assets.

Under the Sub-Advisory Agreement, 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 payable to the Sub-Adviser and Excluded Expenses. Such 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”), 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.

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. The Custodian acts as the securities lending agent (the “Securities Lending Agent”) for the Gotham Enhanced 500 ETF. The Gotham 1000 Value ETF did not have any securities lending activity as of September 30, 2022.

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 and Fund Services. Neither the affiliated trustee nor the Trust’s officers receive compensation from the Funds.

Gotham ETFs

35

NOTES TO FINANCIAL STATEMENTS September 30, 2022 (Continued)

Note 5 – Securities Lending

Each Fund may lend up to 33 1/3% of the value of the securities in its portfolio to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by the Securities Lending Agent. The Gotham 1000 Value ETF did not participate in securities lending during the period. The securities lending agreement requires that loans are collateralized at all times in an amount equal to at least the market value of the securities loaned by the Gotham Enhanced 500 ETF. The Gotham Enhanced 500 ETF receives compensation in the form of fees and earned interest on the cash collateral. Due to timing issues of when a security is recalled from loan, the financial statements may differ in presentation. The amount of fees depends on a number of factors including the type of security and length of the loan. The Gotham Enhanced 500 ETF continues to receive interest payments or dividends on the securities loaned during the borrowing period. Gain or loss in the value of securities loaned that may occur during the term of the loan will be for the account of the Gotham Enhanced 500 ETF. The Gotham Enhanced 500 ETF has the right under the terms of the securities lending agreements to recall the securities from the borrower on demand.

As of September 30, 2022, the market value of the securities on loan and payable on collateral received for securities lending were as follows:

Fund

Market Value of
Securities on Loan

Payable on
Collateral
Received

Percentage of
Net Assets of
Securities on Loan

Gotham Enhanced 500 ETF

$9,786,802

$10,143,857

3.7%

As of September 30, 2022, the Gotham Enhanced 500 ETF had loaned securities and received cash collateral for the loans. The cash collateral is invested in the Mount Vernon Liquid Assets Portfolio, LLC of which the investment objective is to seek to maximize income to the extent consistent with the preservation of capital and liquidity and maintain a stable NAV of $1.00. Although risk is mitigated by the collateral, the Gotham Enhanced 500 ETF could experience a delay in recovering their securities and possible loss of income or value if the borrower fails to return the borrowed securities. In addition, the Gotham Enhanced 500 ETF bears the risk of loss associated with the investment of cash collateral received.

During the period ended September 30, 2022, the Gotham Enhanced 500 ETF loaned securities that were collateralized by cash. The cash collateral received was invested in in the Mount Vernon Liquid Assets Portfolio, LLC as listed in the Fund’s Schedule of Investments. Securities lending income is disclosed in the Statements of Operations.

The Gotham Enhanced 500 ETF is not subject to a master netting agreement with respect to its participation in securities lending; therefore, no additional disclosures regarding netting arrangements are required.

Note 6 – Purchase and Sales of Securities

For the period ended September 30, 2022, 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

Gotham Enhanced 500 ETF

$154,636,017

$133,359,076

Gotham 1000 Value ETF

13,624,646

12,812,404

For the period ended September 30, 2022, there were no purchases or sales of long-term U.S. Government securities.

For the period ended September 30, 2022, in-kind transactions associated with creations and redemptions for the Funds were as follows:

Fund

Purchases

Sales

Gotham Enhanced 500 ETF

$206,430,069

$

Gotham 1000 Value ETF

36,410,272

Gotham ETFs

36

NOTES TO FINANCIAL STATEMENTS September 30, 2022 (Continued)

Note 7 – Income Taxes And Distributions To Shareholders

The tax character of distributions paid during the periods ended September 30, 2022 and September 30, 2021 was as follows:

Fund

Distributions
paid from:

September 30,
2022

September 30,
2021

Gotham Enhanced 500 ETF

Ordinary income

$614,820

$

Gotham Enhanced 500 ETF

Capital Gains

1,940

Gotham 1000 Value ETF

Ordinary income

As of the period ended September 30, 2022, the components of accumulated earnings/(losses) on a tax basis were as follows:

Gotham
Enhanced 500 ETF

Gotham
1000 Value ETF

Cost of investments (1)

$320,618,797

$37,388,035

Gross tax unrealized appreciation

9,069,691

391,097

Gross tax unrealized depreciation

(57,418,891

)

(4,475,875

)

Net tax unrealized appreciation (depreciation)

(48,349,200

)

(4,084,778

)

Undistributed ordinary income (loss)

2,442,637

268,435

Undistributed long-term capital gain (loss)

1,849

Total distributable earnings

2,442,637

270,284

Other accumulated gain (loss)

(5,351,962

)

Total accumulated gain (loss)

$(51,258,525

)

$(3,814,494

)

(1)The difference between book and tax-basis cost of investments was attributable primarily to the treatment of wash sales.

Net capital losses incurred after October 31 and net investment losses incurred after December 31, and within the taxable year, are deemed to arise on the first business day of the Funds’ next taxable year. As of September 30, 2022, the Gotham Enhanced 500 ETF had short-term and long-term capital loss carryovers of $5,025,728 and $326,234, respectively. The Gotham 1000 Value ETF did not have any capital loss carryovers as of September 30, 2022. As of September 30, 2022, the Funds did not have any late year losses.

Note 8 – Share 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 (“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.

The Funds currently offer 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 the Funds is $500, 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 of up to a maximum of 2% and for Redemption Units of up to a maximum of 2%, respectively, of the value of the Creation Units and Redemption Units subject to the transaction. 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.

Gotham ETFs

37

NOTES TO FINANCIAL STATEMENTS September 30, 2022 (Continued)

Note 9 – Recent Market Events

U.S. and international markets have experienced significant periods of volatility in recent years and months due to a number of economic, political and global macro factors including the impact of COVID-19 as a global pandemic and related public health crisis, growth concerns in the U.S. and overseas, uncertainties regarding interest rates, rising inflation, trade tensions, and the threat of tariffs imposed by the U.S. and other countries. The global recovery from COVID-19 is proceeding at slower than expected rates due to the emergence of variant strains and may last for an extended period of time. As a result of continuing political tensions and armed conflicts, including the war between Ukraine and Russia, the U.S. and the European Union imposed sanctions on certain Russian individuals and companies, including certain financial institutions, and have limited certain exports and imports to and from Russia. The war has contributed to recent market volatility and may continue to do so. These developments, as well as other events, could result in further market volatility and negatively affect financial asset prices, the liquidity of certain securities and the normal operations of securities exchanges and other markets, despite government efforts to address market disruptions. Continuing market volatility as a result of recent market conditions or other events may have adverse effects on your account.

Note 10 – Subsequent Events

In preparing these financial statements, the Funds have evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. Effective November 1, 2022, Daniel Carlson resigned as Treasurer, Principal Financial Officer and Principal Accounting Officer of the Trust, was appointed Senior Vice President of the Trust, and continues to serve as AML Compliance Officer of the Trust. Also effective November 1, 2022, Aaron Perkovich was appointed Treasurer, Principal Financial Officer and Principal Accounting Officer of the Trust.

Gotham ETFs

38

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of
Gotham Enhanced 500 ETF and
Gotham 1000 Value ETF and
The Board of Trustees of
Tidal
ETF Trust

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of Gotham Enhanced 500 ETF and Gotham 1000 Value ETF (collectively the “Funds”), each a series of Tidal ETF Trust (the “Trust”), including the schedules of investments, as of September 30, 2022, the related statements of operations, statements of changes in net assets, and the financial highlights for each of the periods indicated in the table below, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Funds as of September 30, 2022, and the results of their operations, the changes in their net assets and the financial highlights for the periods indicated in the table below, in conformity with accounting principles generally accepted in the United States of America.

Individual Funds
Constituting
Tidal ETF Trust

Statement Of Operations

Statements Of Changes In Net Assets

Financial Highlights

Gotham Enhanced 500 ETF

For the year ended
September 30, 2022

For the year ended September 30, 2022
and for the period December 28, 2020
(commencement of operations) to
September 30, 2021

For the year ended September 30, 2022
and for the period December 28, 2020
(commencement of operations) to
September 30, 2021

Gotham 1000 Value ETF

For the period June 7, 2022
(commencement of operations)
to September 30, 2022

For the period June 7, 2022
(commencement of operations) to
September 30, 2022

For the period June 7, 2022
(commencement of operations) to
September 30, 2022

Basis for Opinion

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We have served as the auditor of one or more of the funds in the Trust since 2018.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of September 30, 2022 by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania
November
23, 2022

Gotham ETFs

39

As a shareholder of the Funds, you incur two types of costs: (1) transaction costs, including brokerage commissions paid on purchases and sales of Fund shares, and (2) ongoing costs, including management fees of the Funds. The examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other funds. The examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period indicated, which is from April 1, 2022 to September 30, 2022 for the Gotham Enhanced 500 ETF and from June 7, 2022 (commencement of operations) to September 30, 2022 for the Gotham 1000 Value ETF. The hypothetical examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period indicated, which is from April 1, 2022 to September 30, 2022 for the Gotham Enhanced 500 ETF and from June 7, 2022 to September 30, 2022, for the Gotham 1000 Value ETF.

Actual Expenses

The first line of the following tables provides information about actual account values and actual expenses. The examples include, but are not limited to, unitary fees. However, the examples do not include portfolio trading commissions and related expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then, multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period’’ to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the following tables provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Funds’ actual returns. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares. Therefore, the second line of the following tables is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher.

Gotham Enhanced 500 ETF

Beginning
Account Value
April 1, 2022

Ending
Account Value
September 30, 2022

Expenses Paid
During the Period
April 1, 2022 –
September 30, 2022
(1)

Actual

$1,000.00

$801.60

$2.26

Hypothetical (5% annual return before expenses)

$1,000.00

$1,022.56

$2.54

(1)Expenses are equal to the Fund’s annualized expense ratio for the most recent six-month period of 0.50% (fee waivers in effect), multiplied by the average account value over the period, multiplied by 183/365 (to reflect the most recent six-month period).

Gotham 1000 Value ETF

Beginning
Account Value
June 7, 2022

Ending
Account Value
September 30, 2022

Expenses Paid
During the Period
June 7, 2022 –
September 30, 2022
(2)

Actual 

$1,000.00

$834.20

$1.46

(2)The actual expenses are equal to the Fund’s annualized net expense ratio for the most recent period of 0.50% (fee waivers in effect), multiplied by the average account value over the period, multiplied by 116/365 (to reflect the period from June 7, 2022 to September 30, 2022, the commencement of operations date to the end of the period).

EXPENSE EXAMPLES September 30, 2022 (Unaudited)

Gotham ETFs

40

EXPENSE EXAMPLES September 30, 2022 (Unaudited) (Continued)

Beginning
Account Value
April 1, 2022

Ending
Account Value
September 30, 2022

Expenses Paid
During the Period
April 1, 2022 –
September 30, 2022
(3)

Hypothetical (5% annual return before expenses) 

$1,000.00

$1,022.56

$2.54

(3)The hypothetical expenses are equal to the Fund’s annualized net expense ratio of 0.50% (fee waivers in effect), multiplied by the average account value over the period, multiplied by 183/365 (to reflect the most recent six-month period).

Gotham ETFs

41

TRUSTEES AND EXECUTIVE OFFICERS (Unaudited)

Name, Address
and Year of Birth

 

Position
Held with
the Trust

 

Term of
Office and
Length of
Time Served

 

Principal
Occupation(s)
During Past 5 Years

 

Number of
Portfolios in
Fund Complex
Overseen by
Trustee

 

Other Directorships
Held by Trustee
During Past 5 Years

Independent Trustees (1)

Mark H.W. Baltimore

c/o Tidal ETF Services, LLC

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

Born: 1967

Trustee

Indefinite term; since 2018

Co-Chief Executive Officer, Global Rhino, LLC (asset management consulting firm) (since 2018); Chief Business Development Officer, Joot (asset management compliance services firm) (since 2019); Chief Executive Officer, Global Sight, LLC (asset management distribution consulting firm) (2016-2018).

35

None

Dusko Culafic

c/o Tidal ETF Services, LLC

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

Born: 1958

Trustee

Indefinite term; since 2018

Retired (since 2018); Senior Operational Due Diligence Analyst, Aurora Investment Management, LLC (2012–2018).

35

None

Eduardo Mendoza

c/o Tidal ETF Services, LLC

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

Born: 1966

Trustee

Indefinite term; since 2018

Chief Financial Officer (since 2022), Executive Vice President - Head of Capital Markets & Corporate Development (since 2019), Advisor (2017- 2019), Credijusto (financial technology company); Founding Partner / Capital Markets & Head of Corporate Development, SQN Latina (specialty finance company) (2016–2017).

35

None

Interested Trustee and Executive Officer

Eric W. Falkeis (2)

c/o Tidal ETF Services, LLC

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

Born: 1973

President, Principal Executive Officer, Interested Trustee, Chairman, and Secretary

President and Principal Executive Officer since 2019, Indefinite term; Interested Trustee, Chairman, and Secretary since 2018, Indefinite term

Chief Executive Officer, Tidal ETF Services LLC (since 2018); Chief Operating Officer (and other positions), Rafferty Asset Management, LLC (2013 to 2018) and Direxion Advisors, LLC (2017 to 2018).

35

Trustee, Tidal ETF Trust II (1 series) (since 2022); Independent Director, Muzinich BDC, Inc. (since 2019); Trustee, Professionally Managed Portfolios (25 series) (since 2011); Interested Trustee, Direxion Funds, Direxion Shares ETF Trust, and Direxion Insurance Trust (2014–2018).

Gotham ETFs

42

TRUSTEES AND EXECUTIVE OFFICERS (Unaudited) (Continued)

Name, Address
and Year of Birth

 

Position
Held with
the Trust

 

Term of
Office and
Length of
Time Served

 

Principal
Occupation(s)
During Past 5 Years

 

Number of
Portfolios in
Fund Complex
Overseen by
Trustee

 

Other Directorships
Held by Trustee
During Past 5 Years

Executive Officers

Daniel H. Carlson

c/o Tidal ETF Services, LLC

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

Born: 1955

Senior Vice President and AML Compliance Officer

Senior Vice President since 2022, Indefinite term; AML Compliance Officer since 2018, Indefinite term

Chief Financial Officer and Managing Member (since 2012), Chief Compliance Officer (since 2012), Toroso Investments, LLC.

Not Applicable

Not
Applicable

Aaron J. Perkovich

c/o Tidal ETF Services, LLC

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

Born: 1973

Treasurer, Principal Financial Officer, and Principal Accounting Officer

Indefinite term;

since 2022

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

Not Applicable

Not
Applicable

William H. Woolverton, Esq.

c/o Tidal ETF Services, LLC

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

Born: 1951

Chief Compliance Officer

Indefinite term; since 2021

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

Not Applicable

Not
Applicable

Ally L. Mueller

c/o Tidal ETF Services, LLC

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

Born: 1979

Assistant Treasurer

Indefinite term; since 2022

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

Not Applicable

Not
Applicable

Cory R. Akers

c/o U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, Wisconsin 53202

Born: 1978

Assistant Secretary

Indefinite term; since 2019

Assistant Vice President, U.S. Bancorp Fund Services, LLC (since 2006).

Not Applicable

Not
Applicable

(1)All Independent Trustees of the Trust are not “interested persons” of the Trust as defined under the 1940 Act (“Independent Trustees”).

(2)Mr. Falkeis is considered an “interested person” of the Trust due to his positions as President, Principal Executive Officer, Chairman and Secretary of the Trust, and Chief Executive Officer of Tidal ETF Services LLC, an affiliate of the Adviser.

Gotham ETFs

43

BASIS FOR TRUSTEES’ APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS (Unaudited)

The Board of Trustees (the “Board” or the “Trustees”) of Tidal ETF Trust (the “Trust”) met via video conference at a meeting held on May 26, 2022 to consider the initial approval of the Investment Advisory Agreement (the “Advisory Agreement”) between the Trust, on behalf of the Gotham 1000 Value ETF (the “Fund”), a proposed series of the Trust, and Toroso 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 the Trust’s 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 the Trust’s outside legal counsel to the Trust and Independent Trustees, the Adviser’s Form ADV, select ownership, organizational, financial and insurance information for the Adviser, biographic 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 approval 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 also considered the qualifications, experience and responsibilities of the Adviser’s investment management team, including Michael Venuto and Charles Ragauss, who will each 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 by the Adviser, such as monitoring adherence to the Fund’s investment strategy and restrictions, oversight of the Sub-Adviser and other service providers to the Fund, monitoring compliancewith various Fund policies and procedures and with applicable securities regulations, and monitoring the extent to which the Fund achieves its investment objective as an actively-managed ETF. The Board noted that at inception, the Adviser will be responsible for trade execution for the Fund and the Sub-Adviser will be 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 Gotham 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 investment 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. The Board also 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

Gotham ETFs

44

BASIS FOR TRUSTEES’ APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS (Unaudited) (Continued)

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. The Board considered comparative information prepared by Fund Services utilizing data provided by Morningstar Direct relating to the cost structure of the Fund relative to peer groups. The Board noted that the Fund was compared to a peer group of ETFs in the U.S. fund large blend fund category. The Board also considered that the Fund was also compared to a customized peer group of ETFs prepared by the Adviser that the Adviser considered to be a representative sample of peer group competitors for the Fund. The Board further noted that the Adviser would contractually agree to an advisory fee waiver that reduces the Fund’s unitary fee from 0.65% to 0.50% of the Fund’s average daily net assets through at least January 31, 2024.

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 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 Gotham 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 Gotham 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 May 26, 2022, the Board also considered the initial approval of the proposed sub-advisory agreement (the “Sub-Advisory Agreement”) for the Fund, entered into between the Adviser and Gotham Asset Management, LLC, the Fund’s proposed sub-adviser (the “Sub-Adviser”). 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 copies of the Sub-Advisory Agreement, a memorandum prepared by the Trust’s 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 the Trust’s outside legal counsel to the Trust and the Independent Trustees, Form ADV, select ownership, organizational, financial and insurance information for the Sub-Adviser, biographic 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 approval 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 also considered the qualifications, experience and responsibilities of Joel Greenblatt and Robert Goldstein, who will each serve as a portfolio manager for the Fund, as well as the responsibilities of other key personnel

Gotham ETFs

45

BASIS FOR TRUSTEES’ APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS (Unaudited) (Continued)

of the Sub-Adviser to 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 client accounts that utilize a strategy similar to the strategy that is to be employed by Fund, although the Sub-Adviser does manage the strategy in a proprietary account.

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 the 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 Gotham 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 Gotham Sub-Advisory Agreement. The Board noted that the Adviser represented to the Board that the sub-advisory fee payable under the Gotham 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 Gotham 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 Gotham Sub-Advisory Agreement for an initial term of two years was in the best interests of the Fund and its shareholders.

Gotham ETFs

46

In accordance with Rule 22e-4 under the Investment Company Act of 1940, as amended (“Rule 22e-4”), Tidal ETF Trust (the “Trust”), on behalf of its series, the Gotham Enhanced 500 ETF (the “Fund”), has adopted and implemented a liquidity risk management program (the “Program”). The Program seeks to promote effective liquidity risk management for the Fund and to protect the Fund’s shareholders from dilution of their interests. The Trust’s Board of Trustees (the “Board”) has approved the designation of Toroso Investments, LLC, the Fund’s investment adviser, as the program administrator (the “Program Administrator”). The Program Administrator has further delegated administration of the Program to a Program Administrator Committee composed of certain Trust officers. The Program Administrator is required to provide a written annual report to the Board regarding the adequacy and effectiveness of the Program, including the operation of the highly liquid investment minimum, if applicable, and any material changes to the Program.

On November 23, 2021, the Board reviewed the Program Administrator’s written annual report for the period October 1, 2020 through September 30, 2021 (the “Report”). The Program assesses liquidity risk under both normal and reasonably foreseeable stressed market conditions. The risk is managed by monitoring the degree of liquidity of a fund’s investments, limiting the amount of illiquid investments and utilizing various risk management tools and facilities available to a fund, among other means. The Trust has engaged the services of ICE Data Services, a third-party vendor, to provide daily portfolio investment classification services to assist in the Program Administrator’s assessment. The Report noted that no material changes had been made to the Program during the review period. The Program Administrator determined that the Program is reasonably designed and operating effectively.

The Gotham 1000 Value ETF commenced operations on June 7, 2022 and was not a part of the Report but has adopted the Program upon commencement of operations.

STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)

Gotham ETFs

47

QUALIFIED DIVIDEND INCOME/DIVIDENDS RECEIVED DEDUCTION (Unaudited)

For the period ended September 30, 2022, certain dividends paid by the Funds may be subject to a maximum tax rate of 23.8%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and the Tax Cuts and Jobs Act of 2017.

The percentage of dividends declared from ordinary income designated as qualified dividend income for the period ended September 30, 2022 for the Gotham Enhanced 500 ETF and Gotham 1000 Value ETF was 58.53% and 0.00%, respectively.

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the period ended September 30, 2022 for the Gotham Enhanced 500 ETF and Gotham 1000 Value ETF was 58.53% and 0.00%, respectively.

The percentage of taxable ordinary income distributions that are designated as short-term capital gain distribution under Internal Revenue Section 871(k)(2)(c) for the period ended September 30, 2022 for the Gotham Enhanced 500 ETF and Gotham 1000 Value ETF was 0.00% and 0.00%, respectively.

Information About Proxy Voting (Unaudited)

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available upon request without charge, by calling (855) 998-4779 or by accessing the Funds’ website at www.GothamETFs.com. Furthermore, you can obtain the description on the SEC’s website at www.sec.gov.

Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available upon request without charge by calling (855) 998-4779 or by accessing the SEC’s website at www.sec.gov.

Information About the Portfolio Holdings (Unaudited)

The Funds’ portfolio holdings are posted on the Funds’ website daily at www.GothamETFs.com. The Funds file their complete schedules of portfolio holdings with the SEC for their first and third fiscal quarters on Part F of Form N-PORT. Each Fund’s Part F of Form N-PORT are available without charge, upon request, by calling (855) 998-4779. Furthermore, you can obtain the Part F of Form N-PORT on the SEC’s website at www.sec.gov.

Frequency Distribution of Premiums and Discounts (Unaudited)

Information regarding how often shares of the Funds trade on the exchange at a price above (i.e., at a premium) or below (i.e., at a discount) to its daily net asset value (“NAV”) is available, without charge, on the Funds’ website at www.GothamETFs.com.

Information About the Funds Trustees (Unaudited)

The Statement of Additional Information (“SAI”) includes additional information about the Funds’ Trustees and is available without charge, upon request, by calling (855) 998-4779. Furthermore, you can obtain the SAI on the SEC’s website at www.sec.gov or the Funds’ website at www.GothamETFs.com.

OTHER INFORMATION (Unaudited)

Investment Adviser

Toroso Investments, LLC
898 N. Broadway, Suite 2
Massapequa, New
York 11758

Investment Sub-Adviser

Gotham Asset Management, LLC
535 Madison Avenue, 30th Floor
New York, New
York 10022

Independent Registered Public Accounting Firm

Tait, Weller & Baker LLP
Two Liberty Place
50 South 16th Street, Suite 2900
Philadelphia,
Pennsylvania 19102

Legal Counsel

Godfrey & Kahn, S.C.

833 East Michigan Street, Suite 1800

Milwaukee, Wisconsin 53202

Custodian

U.S. Bank N.A.

Custody Operations

1555 North RiverCenter Drive, Suite 302

Milwaukee, Wisconsin 53212

Fund Administrator

Tidal ETF Services, LLC

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

Transfer Agent, Fund Accountant and Fund Sub-Administrator

U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee,
Wisconsin 53202

Distributor

Foreside Fund Services, LLC
Three Canal Plaza, Suite 100
Portland,
Maine 04101

 

Fund Information

Fund

Ticker

CUSIP

Gotham Enhanced 500 ETF

GSPY

886364835

Gotham 1000 Value ETF

GVLU

886364520