Home Appreciation U.S. REIT ETF

Ticker: HAUS

Semi-Annual Report

July 31, 2022

(Unaudited)

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TABLE OF CONTENTS 

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

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Portfolio Allocation

1

Schedule of Investments

2

Statement of Assets and Liabilities

3

Statement of Operations

4

Statement of Changes in Net Assets

5

Financial Highlights

6

Notes to Financial Statements

7

Expense Example

15

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

16

Statement Regarding Liquidity Risk Management Program

19

Additional Information

20

1

Home Appreciation U.S. REIT ETF

Industry

% of
Net Assets

Apartments

69.2

%

Health Care

12.9

Manufactured Homes

11.4

Diversified

3.8

Management & Services

1.5

Office Property

0.8

Cash & Cash Equivalents (1)  

0.4

Total

100.0

%

<!--[if IE]><FONT style=" width: 13.799999999999999pt; text-indent: -12.0pt; display: inline-block;"><![endif]--> (1) <!--[if IE]></FONT><![endif]--> Represents cash, short-term investments and other assets in excess of liabilities.

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PORTFOLIO ALLOCATION  at July 31, 2022 (Unaudited)

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Home Appreciation U.S. REIT ETF

2

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

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Schedule of Investments   at July 31, 2022 (Unaudited)

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Shares

Value

Common Stocks — 99.6%

REITS - Apartments — 69.2%

American Campus Communities, Inc. 

1,226

$ 80,082

American Homes 4 Rent - Class A 

5,640

213,643

Apartment Income REIT Corp. 

1,001

45,385

Apartment Investment and Management Co. 

3,438

28,604

AvalonBay Communities, Inc. 

1,233

263,788

BRT Apartments Corp. 

406

9,334

Camden Property Trust 

966

136,303

Centerspace 

486

41,743

Equity Residential 

3,405

266,918

Essex Property Trust, Inc. 

718

205,729

Independence Realty Trust, Inc. 

4,611

102,364

Invitation Homes, Inc. 

3,551

138,595

Mid-America Apartment Communities, Inc. 

1,347

250,178

NexPoint Residential Trust, Inc. 

618

41,122

UDR, Inc. 

2,840

137,456

 

1,961,244

REITS - Diversified — 3.8%

UMH Properties, Inc. 

3,746

79,827

Washington Real Estate Investment Trust 

1,278

28,333

 

108,160

REITS - Health Care — 12.9%

CareTrust REIT, Inc. 

1,383

28,559

National Health Investors, Inc. 

615

39,877

Omega Healthcare Investors, Inc. 

816

25,296

Ventas, Inc. 

2,520

135,526

Welltower, Inc. 

1,563

134,949

 

364,207

REITS - Management & Service — 1.5%

Tricon Residential, Inc. 

3,973

43,226

 

REITS - Manufactured Homes — 11.4%

Equity LifeStyle Properties, Inc. 

1,854

136,306

Sun Communities, Inc. 

1,132

185,603

 

321,909

REITS - Office Property — 0.8%

Veris Residential, Inc. (1)  

1,716

23,938

 

Total Common Stocks

(Cost $3,002,370)

2,822,684

Shares

Value

Short-Term Investments — 0.4%

Money Market Funds — 0.4%

First American Government Obligations Fund, Class X,
1.696%
(2)  

10,832

$ 10,832

Total Short-Term Investments

(Cost $10,832)

10,832

Total Investments In Securities — 100%

(Cost $3,013,202)

2,833,516

Other Assets in Excess of Liabilities — 0.0% (3)  

889

Total Net Assets — 100.0%

$ 2,834,405

<!--[if IE]><FONT style=" width: 27.599999999999998pt; text-indent: -24.0pt; display: inline-block;"><![endif]--> REIT <!--[if IE]></FONT><![endif]--> Real Estate Investment Trust

<!--[if IE]><FONT style=" width: 13.799999999999999pt; text-indent: -12.0pt; display: inline-block;"><![endif]--> (1) <!--[if IE]></FONT><![endif]--> Non-income producing security.

<!--[if IE]><FONT style=" width: 13.799999999999999pt; text-indent: -12.0pt; display: inline-block;"><![endif]--> (2) <!--[if IE]></FONT><![endif]--> The rate shown is the annualized seven-day effective yield as of July 31, 2022.

<!--[if IE]><FONT style=" width: 13.799999999999999pt; text-indent: -12.0pt; display: inline-block;"><![endif]--> (3) <!--[if IE]></FONT><![endif]--> Does not round to 0.1% or (0.1)%, as applicable.


Home Appreciation U.S. REIT ETF

3

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

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STATEMENT OF ASSETS AND LIABILITIES  at July 31, 2022 (Unaudited)

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Assets:

Investments in securities, at value (Note 2)

$ 2,833,516

Receivables:

Investment securities sold

5,804

Dividends and interest

2,138

Total assets

2,841,458

 

Liabilities:

Payables:

Investment securities purchased

5,686

Management fees (Note 4)

1,367

Total liabilities

7,053

Net Assets

$ 2,834,405

 

Components of Net Assets:

Paid-in capital

$ 3,019,868

Total distributable (accumulated) earnings (losses)

(185,463

)

Net assets

$ 2,834,405

 

Net Asset Value (unlimited shares authorized):

Net assets

$ 2,834,405

Shares of beneficial interest issued and outstanding

150,000

Net asset value

$ 18.90

 

Cost of investments

$ 3,013,202

Home Appreciation U.S. REIT ETF

4

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

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STATEMENT OF OPERATIONS  For the Period Ended July 31, 2022 (1) (Unaudited)

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Investment Income:

Dividend income (net of foreign withholding tax of $47)

$ 27,138

Interest income

35

Total investment income

27,173

 

Expenses:

Management fees (Note 4)

5,446

Total expenses

5,446

Net investment income (loss)

21,727

 

Realized and Unrealized Gain (Loss) on Investments:

Net realized gain (loss) on investments

(6,104

)

Change in net unrealized appreciation/depreciation on investments

(179,686

)

Net realized and unrealized gain (loss) on investments

(185,790

)

Net increase (decrease) in net assets resulting from operations

$ (164,063

)

<!--[if IE]><FONT style=" width: 13.799999999999999pt; text-indent: -12.0pt; display: inline-block;"><![endif]--> (1) <!--[if IE]></FONT><![endif]--> The Fund commenced operations on February 28, 2022. The information presented is from February 28, 2022 to July 31, 2022.

Home Appreciation U.S. REIT ETF

5

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

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STATEMENT OF CHANGES IN NET ASSETS

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Period Ended
July 31, 2022
(1)
(Unaudited)

 

Increase (Decrease) in Net Assets From:

 

Operations:

Net investment income (loss)

$ 21,727

Net realized gain (loss) on investments

(6,104

)

Change in net unrealized appreciation/depreciation on investments

(179,686

)

Net increase (decrease) in net assets resulting from operations

(164,063

)

 

Distributions to Shareholders:

Net distributions to shareholders

(21,400

)

 

Capital Share Transactions:

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

3,019,868

Total increase (decrease) in net assets

2,834,405

 

Net Assets:

Beginning of period

End of period

$ 2,834,405

<!--[if IE]><FONT style=" width: 13.799999999999999pt; text-indent: -12.0pt; display: inline-block;"><![endif]--> (1) <!--[if IE]></FONT><![endif]--> The Fund commenced operations on February 28, 2022. The information presented is from February 28, 2022 to July 31, 2022.

<!--[if IE]><FONT style=" width: 13.799999999999999pt; text-indent: -12.0pt; display: inline-block;"><![endif]--> (2) <!--[if IE]></FONT><![endif]--> Summary of share transactions is as follows:

Period Ended
July 31, 2022
(1)
(Unaudited)

Shares

Value

Shares sold

150,000

$ 3,019,868

Shares redeemed

Net increase (decrease)

150,000

$ 3,019,868

Home Appreciation U.S. REIT ETF

6

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

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FINANCIAL HIGHLIGHTS  For a capital share outstanding throughout the period

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Period Ended
July 31, 2022
(1)
(Unaudited)

Net asset value, beginning of period

$ 20.00

 

Income from Investment Operations:

Net investment income (loss) (2)

0.19

Net realized and unrealized gain (loss) on investments

(1.13

)

Total from investment operations

(0.94

)

 

Less Distributions:

From net investment income

(0.16

)

Total distributions

(0.16

)

 

Net asset value, end of period

$ 18.90

Total return (3) (4)

(4.71

)%

 

Ratios / Supplemental Data:

Net assets, end of period (millions)

$ 2.8

Portfolio turnover rate (3) (5)

10

%

Ratio of expenses to average net assets (6)

0.60

%

Ratio of net investment income (loss) to average net assets (6)

2.39

%

<!--[if IE]><FONT style=" width: 13.799999999999999pt; text-indent: -12.0pt; display: inline-block;"><![endif]--> (1) <!--[if IE]></FONT><![endif]--> The Fund commenced operations on February 28, 2022. The information presented is from February 28, 2022 to July 31, 2022.

<!--[if IE]><FONT style=" width: 13.799999999999999pt; text-indent: -12.0pt; display: inline-block;"><![endif]--> (2) <!--[if IE]></FONT><![endif]--> Calculated using average shares outstanding method.

<!--[if IE]><FONT style=" width: 13.799999999999999pt; text-indent: -12.0pt; display: inline-block;"><![endif]--> (3) <!--[if IE]></FONT><![endif]--> Not annualized.

<!--[if IE]><FONT style=" width: 13.799999999999999pt; text-indent: -12.0pt; display: inline-block;"><![endif]--> (4) <!--[if IE]></FONT><![endif]--> The total return is based on the Fund’s net asset value.

<!--[if IE]><FONT style=" width: 13.799999999999999pt; text-indent: -12.0pt; display: inline-block;"><![endif]--> (5) <!--[if IE]></FONT><![endif]--> Excludes the impact of in-kind transactions.

<!--[if IE]><FONT style=" width: 13.799999999999999pt; text-indent: -12.0pt; display: inline-block;"><![endif]--> (6) <!--[if IE]></FONT><![endif]--> Annualized.

7

Home Appreciation U.S. REIT ETF

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NOTES TO FINANCIAL STATEMENTS  July 31, 2022 (Unaudited)

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NOTE 1 – ORGANIZATION

The Home Appreciation U.S. REIT ETF (the “Fund”) is a non-diversified series of shares 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 the Fund’s shares is registered under the Securities Act of 1933, as amended. The 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 Fund commenced operations on February 28, 2022 .

The investment objective of the Fund is to seek total return.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> A. <!--[if IE]></FONT><![endif]--> Security Valuation. Equity securities, which includes Real Estate Investment Trusts (“REITs”), and may include 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 .

For securities for which quotations are not readily available, a fair value will be determined by the Valuation Committee using the Fair Value Procedures approved 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 Fair Value Procedures adopted by the Board. Fair value pricing is an inherently subjective process, and no single standard exists for determining fair value. Different funds could reasonably arrive at different values for the same security. The use of fair value pricing by a fund may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations .

As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis . U.S . GAAP establishes a hierarchy that prioritizes inputs to valuation methods . The three levels of inputs are:

<!--[if IE]><FONT style=" width: 47.15pt; text-indent: -41.0pt; display: inline-block;"><![endif]--> Level 1 – <!--[if IE]></FONT><![endif]--> Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

<!--[if IE]><FONT style=" width: 47.15pt; text-indent: -41.0pt; display: inline-block;"><![endif]--> Level 2 – <!--[if IE]></FONT><![endif]--> 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.

<!--[if IE]><FONT style=" width: 47.15pt; text-indent: -41.0pt; display: inline-block;"><![endif]--> Level 3 – <!--[if IE]></FONT><![endif]--> Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability and would be based on the best information available.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3 .

8

Home Appreciation U.S. REIT ETF

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NOTES TO FINANCIAL STATEMENTS  July 31, 2022 (Unaudited) (Continued)

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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 the Fund’s investments as of July 31, 2022:

Investments in Securities

Level 1

Level 2

Level 3

Total

Common Stocks (1)  

$ 2,822,684

$

$

$ 2,822,684

Short-Term Investments

10,832

10,832

Total Investments in Securities

$ 2,833,516

$

$

$ 2,833,516

<!--[if IE]><FONT style=" width: 13.799999999999999pt; text-indent: -12.0pt; display: inline-block;"><![endif]--> (1) <!--[if IE]></FONT><![endif]--> See Schedule of Investments for the industry breakout.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> B. <!--[if IE]></FONT><![endif]--> Federal Income Taxes. The 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, the 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 January 31) plus undistributed amounts, if any, from prior years .

As of July 31, 2022, the Fund 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. The Fund identifies its major tax jurisdiction as U.S. Federal and the Commonwealth of Delaware; however, the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially .

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> C. <!--[if IE]></FONT><![endif]--> 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. Dividends received from REITs generally are comprised of ordinary income, capital gains, and may include return of capital. 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 IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> D. <!--[if IE]></FONT><![endif]--> Distributions to Shareholders. Distributions to shareholders from net investment income, if any, for the Fund are declared and paid quarterly. Distributions to shareholders from net realized gains on securities, if any, for the Fund normally are declared and paid on an annual basis. Distributions are recorded on the ex-dividend date .

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> E . <!--[if IE]></FONT><![endif]--> Use of Estimates . The preparation of financial statements in conformity with U.S. GAAP requires management to mak e 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 .

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> F . <!--[if IE]></FONT><![endif]--> Share Valuation . The net asset value (“NAV”) per share of the Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash or other assets, minus all liabilities by the total number of shares outstanding for the Fund, rounded to the nearest cent. The Fund’s shares will not be priced on the days on which the New York Stock Exchange (“NYSE”) is closed for trading .

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> G. <!--[if IE]></FONT><![endif]--> Guarantees and Indemnifications. In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

9

Home Appreciation U.S. REIT ETF

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NOTES TO FINANCIAL STATEMENTS  July 31, 2022 (Unaudited) (Continued)

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<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> H. <!--[if IE]></FONT><![endif]--> Illiquid Securities. Pursuant to Rule 22e-4 under the 1940 Act, the Fund has adopted a Board-approved Liquidity Risk Management Program (the “Program”) that requires, among other things, that the Fund limit its illiquid investments that are assets to no more than 15% of the value of the Fund’s net assets. An illiquid investment is any security that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. If the Fund should be in a position where the value of illiquid investments held by the Fund exceeds 15% of the Fund’s net assets, the Fund will take such steps as set forth in the Program.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> I. <!--[if IE]></FONT><![endif]--> Recently Issued Accounting Pronouncements.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> <!--[if IE]></FONT><![endif]--> In October 2020, the SEC adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). The Fund will be required to implement and comply with Rule 18f-4 by August 19, 2022. Once implemented, Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, treats derivatives as senior securities and requires funds whose use of derivatives is more than a limited specified exposure amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. Management implemented a Rule 18f-4 Derivatives Risk Management Program effective August 19, 2022.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> <!--[if IE]></FONT><![endif]--> In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Ru le 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> <!--[if IE]></FONT><![endif]--> The Fund began complying with Rule 2a-5 effective September 8, 2022. Effective on that date, securities for which market quotations are not readily available will have a fair value 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 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.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> <!--[if IE]></FONT><![endif]--> In June 2022, the FASB issued Accounting Standards Update 2022-03, which amends Fair Value Measurement (To pic 82 0):Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). AS U 202 2-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after Dece mber 15, 20 23 and for interim periods within those fiscal years, with early adoption permitted. Management is currently evaluating the impact, if any, of these amendments on the financial statements.

NOTE 3 – PRINCIPAL INVESTMENTS RISKS

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> A. <!--[if IE]></FONT><![endif]--> Concentration Risk. The Fund’s investments will be concentrated in the real estate industry. As a result, the value of Shares may rise and fall more than the value of shares that invest in securities of companies in a broader range of industries.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> B. <!--[if IE]></FONT><![endif]--> Convertible Securities Risk. Convertible securities rank senior to the issuer’s common stock, but may be subordinate to senior debt obligations. In part, the total return for a convertible security may depend upon the performance of the underlying stock into which it can be converted. Convertible securities are also subject to counterparty risk which is the likelihood or probability that one of the parties involved in an agreement, or participating in a transaction, might default on its contractual obligation. Further, there is a risk that no suitable counterparties will be willing to enter into, or continue to enter into, transactions with the Fund which could affect the Fund’s performance.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> C. <!--[if IE]></FONT><![endif]--> Debt Securities Risk. The Fund invests in debt securities, such as bonds and certain asset-backed securities, that involve certain risks, including:

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> <!--[if IE]></FONT><![endif]--> Call Risk. During periods of falling interest rates, an issuer of a callable bond held by the Fund may “call” or repay the security prior to its stated maturity, and the Fund may have to reinvest the proceeds at lower interest rates, resulting in a decline in the Fund’s income.

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NOTES TO FINANCIAL STATEMENTS  July 31, 2022 (Unaudited) (Continued)

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<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> <!--[if IE]></FONT><![endif]--> Event Risk. Event risk is the risk that corporate issuers may undergo restructurings, such as mergers, leveraged buyouts, takeovers, or similar events financed by increased debt. As a result of the added debt, the credit quality and market value of a company’s bonds and/or other debt securities may decline significantly.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> <!--[if IE]></FONT><![endif]--> Extension Risk. When interest rates rise, certain obligations will be repaid by the obligor more slowly than anticipated, causing the value of these securities to fall.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> D. <!--[if IE]></FONT><![endif]--> Derivatives Risk. The Fund’s derivative investments have risks, including the imperfect correlation between the value of such instruments and the underlying assets or index; the loss of principal, including the potential loss of amounts greater than the initial amount invested in the derivative instrument; the possible default of the other party to the transaction; and illiquidity of the derivative investments. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding. The derivatives used by the Fund may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Certain of the Fund’s transactions in derivatives could also affect the amount, timing, and character of distributions to shareholders, which may result in the Fund realizing more short-term capital gain and ordinary income subject to tax at ordinary income tax rates than it would if it did not engage in such transactions, which may adversely impact the Fund’s after-tax returns.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> <!--[if IE]></FONT><![endif]--> S wap Agreements Risk. Swap agreements are entered into primarily with major global financial institutions for a specified period, which may range from one day to more than six months. In a standard swap transaction, two parties agree to exchange the return (or differentials in rates of return) earned or realized on particular predetermined reference assets or underlying securities or instruments. The gross return to be exchanged or swapped between the parties is calculated based on a notional amount or the return on or change in value of a particular dollar amount invested in a basket of securities representing a particular sector or index. Swap agreements are particularly subject to counterparty credit, liquidity, 3 valuation, correlation, and leverage risk. Swap agreements could result in losses if interest rates or credit quality changes are not correctly anticipated by the Fund, if the reference index, security, or investments do not perform as expected, or if the counterparty defaults.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> <!--[if IE]></FONT><![endif]--> Options Risk. Options enable the Fund to purchase exposure that is significantly greater than the premium paid. Consequently, the value of such options can be volatile, and a small investment in options can have a large impact on the performance of the Fund. The Fund risks losing all or part of the cash paid (premium) for purchasing options. Even a small decline in the value of a reference asset underlying call options or a small increase in the value of a reference asset underlying put options can result in the entire investment in such options being lost. Additionally, the value of the option may be lost if the Sub-Adviser fails to exercise such option at or prior to its expiration.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> E. <!--[if IE]></FONT><![endif]--> ETF Risk .

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> <!--[if IE]></FONT><![endif]--> Authorized Participants, Market Makers, and Liquidity Providers Concentration Risk. The Fund has a limited number of financial institutions that are authorized to purchase and redeem shares of the Fund (“Shares”) directly from the Fund (known as “Authorized Participants” or “APs”). In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Shares may trade at a material discount to NAV and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services; or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> <!--[if IE]></FONT><![endif]--> Cash Redemption Risk. The Fund’s investment strategy may require it to redeem Shares for cash or to otherwise include cash as part of its redemption proceeds. For example, the Fund may not be able to redeem in-kind certain securities held by the Fund (e.g., derivative instruments and bonds that cannot be broken up beyond certain minimum sizes needed for transfer and settlement). In such a case, the Fund may be required to sell or unwind portfolio investments to obtain the cash needed to distribute redemption proceeds. This may cause the Fund to recognize a capital gain that it might not have recognized if it had made a redemption in-kind. As a result, the Fund may have less cash efficiency and pay out higher annual capital gain distributions to shareholders than if the in-kind redemption process was used.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> <!--[if IE]></FONT><![endif]--> 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.

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NOTES TO FINANCIAL STATEMENTS  July 31, 2022 (Unaudited) (Continued)

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<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> <!--[if IE]></FONT><![endif]--> Shares May Trade at Prices Other Than NAV. As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of Shares will approximate the Fund’s NAV, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount) due to supply and demand of Shares or during periods of market volatility. This risk is heightened in times of market volatility, periods of steep market declines, and periods when there is limited trading activity for Shares in the secondary market, in which case such premiums or discounts may be significant.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> <!--[if IE]></FONT><![endif]--> Trading. Although Shares are listed on a national securities exchange, such as Cboe BZX Exchange, Inc. (the “Exchange”), and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that Shares will trade with any volume, or at all, on any stock exchange. In stressed market conditions, the liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying portfolio holdings, which can be significantly less liquid than Shares.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> F. <!--[if IE]></FONT><![endif]--> Equity Market Risk. Common stocks 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 specific issuers. The equity securities held in the Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Fund invests.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> G. <!--[if IE]></FONT><![endif]--> Non-Diversification Risk. Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers than if it was a diversified fund. As a result, a decline in the value of an investment in a single issuer or a smaller number of issuers could cause the Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> H. <!--[if IE]></FONT><![endif]--> Other Investment Companies Risk. The Fund will incur higher and duplicative expenses when it invests in ETFs and other investment companies. By investing in another investment company, the Fund becomes a shareholder of that investment company and bears its proportionate share of the fees and expenses of the other investment company. There is also the risk that the Fund may suffer losses due to the investment practices of the underlying funds as the Fund will be subject to substantially the same risks as those associated with the direct ownership of securities held by such investment companies. ETFs may be less liquid than other investments, and thus their share values more volatile than the values of the investments they hold. Investments in ETFs are also subject to the “ETF Risks” described above.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> I. <!--[if IE]></FONT><![endif]--> Real Estate Securities Risk. Adverse economic, business or political developments affecting real estate could have a major effect on the value of the Fund’s investments in Residential REITs and Real Estate-Related Securities. Investing in Residential REITs and Real Estate-Related Securities may subject the Fund to risks associated with the direct ownership of real estate. Changes in interest rates may also affect the value of the Fund’s investment in Residential REITs and Real Estate-Related Securities. Real estate investments are dependent upon specialized management skills, have limited diversification and are, therefore, subject to risks inherent in operating and financing a limited number of projects. Real estate investments are also subject to heavy cash flow dependency and defaults by borrowers. Real estate companies may be adversely affected by the recent pandemic spread of the novel coronavirus known as COVID-19, which has led to decreased economic activity, widespread business and other closures and rapid increases in unemployment that may cause increased defaults on rent, loans or other obligations and increase the probability of an economic recession or depression. Political or regulatory pressures may restrict the eviction of real estate tenants in default. Hi ghly-leveraged real estate companies are particularly vulnerable to the effects of an economic downturn (including an economic downturn caused by the COVID-19 pandemic).

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> J. <!--[if IE]></FONT><![endif]--> REIT Risk. A REIT is a company that owns or finances income-producing real estate and meets certain requirements under the Internal Revenue Code of 1986, as amended (the “Code”), as more fully described in the Fund’s Statement of Additional Information (“SAI”). Through its investments in REITs, the Fund is subject to the risks of investing in the real estate market, including decreases in property revenues, increases in interest rates, increases in property taxes and operating expenses, legal and regulatory changes, a lack of credit or capital, defaults by borrowers or tenants, environmental problems and natural disasters.

REITs are subject to additional risks, including those related to adverse governmental actions; declines in property value and the real estate market; the potential failure to qualify for tax-free pass through of income; and exemption from registration as an investment company. REITs are dependent upon specialized management skills and may invest in relatively few properties, a small geographic area, or a small number of property types. As a result, investments in REITs may be volatile. To the extent the

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NOTES TO FINANCIAL STATEMENTS  July 31, 2022 (Unaudited) (Continued)

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Fund invests in REITs concentrated in specific geographic areas or property types, the Fund may be subject to a greater loss as a result of adverse developments affecting such area or property types. REITs are pooled investment vehicles with their own fees and expenses and the Fund will indirectly bear a proportionate share of those fees and expenses.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> K. <!--[if IE]></FONT><![endif]--> Residential Mortgage-Backed Securities (“RMBS”) Risk. RMBS are subject to the risks generally associated with fixed-income securities and mortgage-backed securities. Delinquencies and defaults by borrowers in payments on the underlying mortgages, and the related losses, are affected by general economic conditions, the borrower’s equity in the mortgaged property and the borrower’s financial circumstances. The risks associated with RMBS are greater for those in the Alt-A and subprime first lien mortgage sectors than those in the prime first lien mortgage sectors, but the risks exist for all RMBS. Subprime loans are loans made to borrowers with weakened credit histories or with a lower capacity to make timely payments on their loans. Therefore, RMBS backed by subprime loans may suffer significantly greater declines in value due to defaults or the increased risk of default.

NOTE 4 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

Toroso Investments, LLC (the “Adviser”) serves as investment adviser to the Fund pursuant to an investment advisory agreement between the Adviser and the Trust, on behalf of the Fund (the “Advisory Agreement”), and, pursuant to the Advisory Agreement, provides investment advice to the Fund and oversees the day-to-day operations of the Fund, subject to oversight of the Board. The Adviser provides oversight of Armada ETF Advisors LLC (the “Sub-Adviser”), the investment sub-adviser to the Fund, and review of the Sub-Adviser’s performance. The Adviser is also responsible for trading portfolio securities for the Fund, including selecting broker-dealers to execute purchase and sale transactions, subject to the supervision of the Board .

Pursuant to the Advisory Agreement, the Fund pays the Adviser a unitary management fee (the “Management Fee”) based on the average daily net assets of the Fund at the annualized rate of 0.60%. Out of the Management Fee, the Adviser is obligated to pay or arrange for the payment of substantially all expenses of the Fund, including the cost of transfer agency, custody, fund administration, and all other related services necessary for the Fund to operate. Under the Advisory Agreement, the Adviser has agreed to pay all expenses incurred by the Fund except for interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (collectively, “Excluded Expenses”). The Management Fees incurred are paid monthly to the Adviser. Management Fees for the period ended July 31, 2022 are disclosed in the Statement of Operations .

Armada ETF Advisors LLC serves as the investment sub-adviser to the Fund, pursuant to a sub-advisory agreement between the Adviser and the Sub-Adviser with respect to the Fund (the “Sub-Advisory Agreement”). Pursuant to the Sub-Advisory Agreement, the Sub-Adviser is responsible for the day-to-day management of the Fund’s portfolio, including determining the securities purchased and sold by the Fund, 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 0.02% of the Fund’s average daily net assets (the “Sub-Advisory Fee”) .

The Sub-Adviser has agreed to assume the Adviser’s obligation to pay all expenses incurred by the Fund except for the Sub-Advisory Fee payable to the Sub-Adviser and Excluded Expenses. For assuming the payment obligations for the Fund, the Adviser has agreed to pay the Sub-Adviser the profits, if any, generated by the Fund’s unitary management fee. Expenses incurred by the Fund and paid by the Sub-Adviser include fees charged by Tidal (defined below), which is the Fund’s administrator and an affiliate of the Adviser.

Tidal ETF Services LLC (“Tidal”), an affiliate of the Adviser, serves as the Fund’s administrator and, in that capacity, performs various administrative and management services for the Fund. 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 Fund’s sub-administrator, fund accountant and transfer agent. In those capacities, Fund Services performs various administrative and accounting services for the Fund. Fund Services prepares various federal and state regulatory filings, reports and returns for the Fund, including regulatory compliance monitoring and financial reporting; prepares reports and materials to be supplied to the Board; and monitors the activities of the Fund’s custodian. U.S. Bank N.A. (the “Custodian”), an affiliate of Fund Services, serves as the Fund’s custodian.

Foreside Fund Services, LLC (the “Distributor”) acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares.

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NOTES TO FINANCIAL STATEMENTS  July 31, 2022 (Unaudited) (Continued)

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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 Fund.

NOTE 5 – PURCHASES AND SALES OF SECURITIES

For the period ended July 31, 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 $225,057 and $229,654, respectively.

For the period ended July 31, 2022, there were no purchases or sales of long-term U.S. Government securities.

For the period ended July 31, 2022, in-kind transactions associated with creations and redemptions for the Fund were $3,013,073 and $0, respectively.

NOTE 6 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS

The Fund is subject to examination by U.S. taxing authorities for the tax periods since the commencement of operations. The amount and character of tax basis distributions and composition of net assets, including undistributed (accumulated) net investment income (loss), are finalized at the fiscal year-end; accordingly, tax basis balances have not been determined for the period ended July 31, 2022. Differences between the tax cost of investments and the cost noted in the Schedule of Investments will be determined at fiscal year-end. The tax character of distributions paid during the period ended July 31, 2022 (estimated), was as follows:

Distributions paid from:

July 31, 2022

Ordinary income

$ 21,400

NOTE 7 – SHARE TRANSACTIONS

Shares of the Fund are listed and traded on the Exchange. Market prices for the shares may be different from their NAV. The Fund issues and redeems 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 Fund. 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 Fund. 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 Fund currently offers one class of shares, which has no front-end sales load, no deferred sales charge, and no redemption fee. A fixed transaction fee is imposed for the transfer and other transaction costs associated with the purchase or sale of Creation Units. The standard fixed transaction fee for the Fund is $300, payable to the Custodian. The fixed transaction fee may be waived on certain orders if the Fund’s Custodian has determined to waive some or all of the costs associated with the order or another party, such as the Adviser, has agreed to pay such fee. In addition, a variable fee may be charged on all cash transactions or substitutes for Creation Units and Redemption Units of up to a maximum of 2% of the value of the Creation Units and Redemption Units subject to the transaction. Variable fees received by the Fund, if any, are disclosed in the capital shares transactions section of the Statement of Changes in Net Assets. The Fund may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Fund have equal rights and privileges.

NOTE 8 – 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. In particular, the global spread of COVID-19 has resulted in disruptions to business operations and supply chains, stress on the global healthcare system, growth concerns in the U.S. and overseas, staffing shortages and the inability

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Home Appreciation U.S. REIT ETF

to meet consumer demand, and widespread concern and uncertainty. 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. Health crises and related political, social and economic disruptions caused by the spread of COVID-19 may also exacerbate other pre-existing political, social and economic risks in certain countries. 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 9 – SUBSEQUENT EVENTS

In preparing these financial statements, Management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. Management has determined that there are no subsequent events that would need to be disclosed in the Fund’s financial statements .

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NOTES TO FINANCIAL STATEMENTS  July 31, 2022 (Unaudited) (Continued)

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EXPENSE EXAMPLE  For the Period Ended July 31, 2022 (Unaudited)

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As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including brokerage commissions paid on purchases and sales of the Fund’s shares, and (2) ongoing costs, including management fees of the Fund. The example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. The actual example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period indicated, which is February 28, 2022 (commencement of operations) to July 31, 2022. The hypothetical example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period indicated, which is from February 1, 2022 to July 31, 2022.

Actual Expenses

The first line of the following table provides information about actual account values based on actual returns and actual expenses. To the extent the Fund invests in shares of other investment companies as part of its investment strategy, you will indirectly you’re your proportionate share of any fees and expenses charged by the underlying funds in which the Fund invests in addition to the expenses of the Fund. Actual expenses of the underlying funds are expected to vary among the various underlying funds. These expenses are not included in the example. The example includes, but is not limited to, unitary fees. However, the example does 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 table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. 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 Fund 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 table 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 the Fund’s shares. Therefore, the second line of the following table 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.

Beginning
Account Value
February 28, 2022

Ending
Account Value
July 31, 2022

Expenses Paid
During the Period
February 28, 2022 –
July 31, 2022

Actual (1)  

$1,000.00

$ 952.90

$2.46

 

Beginning
Account Value
February 1, 2022

Ending
Account Value
July 31, 2022

Expenses Paid
During the Period
February 1, 2022 –
July 31, 2022

Hypothetical (5% annual return before expenses) (2)  

$1,000.00

$1,021.82

$3.01

<!--[if IE]><FONT style=" width: 13.799999999999999pt; text-indent: -12.0pt; display: inline-block;"><![endif]--> (1) <!--[if IE]></FONT><![endif]--> The actual expenses are equal to the Fund’s annualized net expense ratio of 0.60%, multiplied by the average account value over the period, multiplied by 154/365 (to reflect the period from February 28, 2022 to July 31, 2022, the commencement of operations date to the end of the period).

<!--[if IE]><FONT style=" width: 13.799999999999999pt; text-indent: -12.0pt; display: inline-block;"><![endif]--> (2) <!--[if IE]></FONT><![endif]--> The hypothetical expenses are equal to the Fund’s annualized net expense ratio of 0.60%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the most recent six-month period).

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

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The Board of Trustees (the “Board” or the “Trustees”) of Tidal ETF Trust (the “Trust”) met via video conference at a meeting held on January 25, 2022 to consider the initial approval of the Investment Advisory Agreement (the “Advisory Agreement”) between the Trust, on behalf of the Home Appreciation U.S. REIT ETF (the “Fund”), a series of the Trust, and Toroso Investments, LLC, the Fund’s investment adviser (the “Adviser”). Prior to this meeting, the Board requested and received materials to assist them in considering the 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 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 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 outside legal counsel to the trust and the independent trustees, the Adviser’s Form ADV, select ownership, organizational, financial and insurance information for the Adviser, biographical information of the Adviser’s key management and compliance personnel, detailed comparative information regarding the proposed unitary advisory fee for the Fund, and information regarding the Adviser’s compliance program) and other pertinent information. Based on their evaluation of the information provided, the Trustees, by a unanimous vote (including a separate vote of the Trustees who are not “interested persons,” as that term is defined in the Investment Company Act of 1940, as amended (the “Independent Trustees”)), approved the Advisory Agreement for an initial two-year term.

Discussion of Factors Considered

In considering the 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.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> 1. <!--[if IE]></FONT><![endif]--> 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 REIT ETF as well as its specific responsibilities in all aspects of day-to-day investment management of the Fund, including recommendations with respect to the hiring, termination or replacement of sub-advisers to the Fund. The Board considered the qualifications, experience and responsibilities of the Adviser’s investment management team, including Michael Venuto and Charles Ragauss, who will each serve as a portfolio manager of 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 REIT ETF by the Adviser, such as monitoring adherence to the Fund’s investment strategy and restrictions, oversight of the Sub-Adviser (defined below), and other service providers to the Fund, monitoring compliance with 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 the Adviser would be responsible for trade execution and the Sub-Adviser would be responsible for selecting the Fund’s investments, subject to the supervision of the Adviser.

The Board concluded that the Adviser had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the Advisory Agreement and managing the REIT ETF 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.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> 2. <!--[if IE]></FONT><![endif]--> 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.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> 3. <!--[if IE]></FONT><![endif]--> 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 took into consideration that the advisory fee was a “unitary fee,” meaning that the Fund would pay no expenses other than the advisory fee and certain other costs such as interest, brokerage, and extraordinary expenses and, to the extent it is implemented, fees pursuant to the Fund’s Rule 12b-1 Plan. The Board noted that the Adviser agreed to pay

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

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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 a peer group. The Fund was compared primarily to ETFs in the U.S. fund real estate category.

The Board concluded that the REIT ETF’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 and the Board further concluded that the Adviser had adequate financial resources to support its services to the Fund from the revenues of its overall investment advisory business.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> 4. <!--[if IE]></FONT><![endif]--> Extent of Economies of Scale as the Fund Grows . The Board considered the potential economies of scale that the REIT ETF 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.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> 5. <!--[if IE]></FONT><![endif]--> 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 REIT ETF. The Board concluded that the benefits the Adviser may receive, such as greater name recognition or the ability to attract additional investor assets, appear to be reasonable and in many cases may benefit the Fund.

Conclusion . Based on the Board’s deliberations and its evaluation of the information described above, with no single factor determinative of a conclusion, the Board, including the Independent Trustees, unanimously concluded that: (a) the terms of the Advisory Agreement are fair and reasonable; (b) the advisory fee is reasonable in light of the services that the Adviser will provide to the Fund; and (c) the approval of the 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 January 25, 2022, the Board also considered the initial approval of the sub-advisory agreement (the “Sub-Advisory Agreement”) for the Fund, entered into between the Adviser and Armada ETF Advisors, LLC, the Fund’s 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 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 outside legal counsel to the trust and the independent trustees, Form ADV, select ownership, organizational, financial and insurance information for the Sub-Adviser, biographical information of key management and compliance personnel, and the Sub-Adviser’s compliance manual and code of ethics) and other pertinent information. Based on their evaluation of the information provided, the Trustees, by a unanimous vote (including a separate vote of the Independent Trustees), approved the Sub-Advisory Agreement for an initial two-year term.

Discussion of Factors Considered

In considering the 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.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> 1. <!--[if IE]></FONT><![endif]--> Nature, Extent and Quality of Services to be Provided . The Board considered the nature, extent and quality of the overall services to be provided to the Fund by the Sub-Adviser, as well as its specific responsibilities in all aspects of day-to-day investment management of the Fund. The Board considered the qualifications, experience and responsibilities of Michael van Bemmelen, who will serve as a portfolio manager for the Fund, as well as the responsibilities of other key personnel 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 was a newly organized and registered investment adviser, had not previously served as an adviser or sub-adviser to an investment company, and does not manage any other accounts that utilize a strategy similar to the strategy that is to be employed by the Fund.

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

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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 investment selections, subject to oversight by 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 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.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> 2. <!--[if IE]></FONT><![endif]--> 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.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> 3. <!--[if IE]></FONT><![endif]--> Cost of services to be Provided and Profits to be Realized by the Sub-Adviser . The Board considered the structure of the proposed sub-advisory fee to be paid by the Adviser to the Sub-Adviser under the Sub-Advisory Agreement. The Board noted that the Adviser represented to the Board that the sub-advisory fee payable under the 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 fee 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 fee to be paid to the Sub-Adviser was negotiated on an arm’s-length basis. Based on all of these factors, the Board concluded that the sub-advisory fee to be paid to the Sub-Adviser by the Adviser reflected an appropriate allocation of the advisory fee and was reasonable in light of the services to be provided by the Sub-Adviser.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> 4. <!--[if IE]></FONT><![endif]--> Extent of Economies of Scale as the Fund Grows . Since the sub-advisory fee payable to the Sub-Adviser is not paid by the Fund, the Board did not consider whether the sub-advisory fee should reflect any potential economies of scale that might be realized as the Fund’s assets increase.

<!--[if IE]><FONT style=" width: 20.7pt; text-indent: -18.0pt; display: inline-block;"><![endif]--> 5. <!--[if IE]></FONT><![endif]--> 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 16 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 Sub-Advisory Agreement are fair and reasonable; (b) the sub-advisory fee is reasonable in light of the services that the Sub-Adviser will provide to the Fund; and (c) the approval of the Sub-Advisory Agreement for an initial term of two years was in the best interests of the Fund and its shareholders.

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STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM   (Unaudited)

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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 Home Appreciation U.S. REIT 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 Fund commenced operations on February 28, 2022 and was not a part of the Report but has adopted the Program upon commencement of operations.

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ADDITIONAL INFORMATION

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INFORMATION ABOUT PROXY VOTING  (Unaudited)

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available upon request without charge, by calling (800) 693-8288 or by accessing the Fund’s website at www.armadaetfs.com. Furthermore, you can obtain the description on the SEC’s website at www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent period ending June 30 is available upon request without charge by calling (800) 693-8288 or by accessing the SEC’s website at www.sec.gov.

INFORMATION ABOUT THE PORTFOLIO HOLDINGS  (Unaudited)

The Fund files its complete schedule of portfolio holdings with the SEC for its first and third fiscal quarters on Part F of Form N-PORT. The Fund’s Part F of Form N-PORT is available without charge, upon request, by calling (800) 693-8288. Furthermore, you can obtain the Part F of Form N-PORT on the SEC’s website at www.sec.gov. The Fund’s portfolio holdings are posted on the Fund’s website daily at www.armadaetfs.com.

FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS  (Unaudited)

Information regarding how often shares of the Fund 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 Fund’s website at www.armadaetfs.com.

INFORMATION ABOUT THE FUND’S TRUSTEES  (Unaudited)

The Statement of Additional Information (“SAI”) includes additional information about the Fund’s Trustees and is available without charge, upon request, by calling (800) 693-8288. Furthermore, you can obtain the SAI on the SEC’s website at www.sec.gov or the Fund s websit e at www.armadaetfs.com.

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

Investment Sub-Adviser
Armada ETF Advisors LLC
2 Enterprise Drive, Suite 406
Shelton,
Connecticut 06484

Independent Registered Public Accounting Firm
Cohen & Company, Ltd.
342 N. Water Street, Suite 830
Milwaukee,
Wisconsin 53202

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. Bank Global Fund Services
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

Home Appreciation U.S. REIT ETF

HAUS

886364587