N-CSR/A 1 gotham-ncsra_093023.htm AMENDMENT TO FORM N-CSR gotham-ncsr_093023

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

  

Investment Company Act file number (811-23377)

  

Tidal ETF Trust
(Exact name of registrant as specified in charter)

  

234 West Florida Street, Suite 203
Milwaukee, Wisconsin 53204

(Address of principal executive offices) (Zip code)

  

Eric W. Falkeis

Tidal ETF Trust

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204
(Name and address of agent for service)

  

(844) 986-7700

Registrant’s telephone number, including area code

  

Date of fiscal year end: September 30

  

Date of reporting period: September 30, 2023

 

 

 

   
 

 

Item 1. Reports to Stockholders.

 

(a)

 

Gotham Enhanced 500 ETF (GSPY)

Gotham 1000 Value ETF (GVLU)

Annual Report

September 30, 2023

of

Tidal ETF Trust

Gotham ETFs

1

Gotham Enhanced 500 ETF (“GSPY”)

GSPY is an actively managed 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 19x Gotham’s proprietary free cash flow metric (vs. 23x for the S&P 500® Index) and earns higher returns on tangible capital than the benchmark.

As of 9/30/23, the five largest positions in the strategy were MSFT, AAPL, GOOGL, AMZN and META. The strategy was overweight Communication Services, Energy, Information Technology, Industrials, and Health Care, and underweight the rest of the sectors.

Over the trailing 12 months ending 9/30/23, GSPY returned 22.01% (NAV), whereas the S&P 500® Index returned 21.62% over the same time period.

GSPY has over $345mm2 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

 

 

Information Technology

10.10%

27.22%

Communication Services

4.22%

11.16%

Largest Detractors

 

Utilities

-0.08%

1.11%

Real Estate

-0.04%

2.25%

Stock Contributors/Detractors

 

Average Contribution

Average Exposure

Largest Contributors

 

 

Microsoft Corp

2.43%

6.83%

Alphabet Inc

1.71%

4.25%

Largest Detractors

 

CVS Health Corp

-0.23%

0.76%

Pfizer Inc

-0.19%

1.11%

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 prospectus.


1As of 11/15/2023. Companies for which there is not applicable data to calculate Gotham’s proprietary free cash flow yield, primarily financial companies, have been excluded.

2$345.4mm as of 11/15/2023

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 10.7% that is more than double the Russell 1000 Index with incrementally better operating fundamentals.

Over the trailing 12 months ending 9/30/23, GVLU returned 21.37% (NAV), whereas the Russell 1000 Value Index returned 14.44% over the same time period.

GVLU has over $135mm3 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

 

 

Industrials

4.50%

16.22%

Energy

3.74%

14.73%

Largest Detractors

 

Communication Services

-0.56%

4.91%

Stock Contributors/Detractors

 

Average Contribution

Average Exposure

Largest Contributors

 

 

Builders FirstSource Inc

0.42%

0.44%

Super Micro Computer Inc

0.34%

0.15%

Largest Detractors

 

Lumen Technologies

-0.65%

0.36%

Vermilion Energy Inc

-0.24%

0.27%

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 prospectus.


3 $135.9mm as of 11/15/2023

SHAREHOLDER LETTER (Continued)

Gotham ETFs

3

SHAREHOLDER LETTER (Continued)

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 US 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 the 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 a limited operating history. 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. Gotham’s proprietary free cash flow yield and proprietary return on tangible capital metrics 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 fund, nor income received by shareholders in the fund.

Fund holdings and sector allocations are subject to change and are not a recommendation to buy or sell any security. Please see the Schedule of Investments for a complete list of fund holdings.

4

Gotham Enhanced 500 ETF

PERFORMANCE DATA at September 30, 2023 (Unaudited)

Average Total Returns for the Periods Ended September 30, 2023

1 Year

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

 

Ending Value
(9/30/2023)

Gotham Enhanced 500 ETF - NAV

22.01%

6.95%

$12,035

Gotham Enhanced 500 ETF - Market

21.82%

6.92%

12,024

S&P 500® Total Return Index

21.62%

6.79%

11,985

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, 2023. 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, 2025.

Shares are bought and sold at market price, not net asset value (NAV), and are not individually redeemable from the fund. NAV represents the value of each share’s portion of the Fund’s underlying assets and cash at the end of the trading day. Market price returns reflect the midpoint of the bid/ask spread as of the close of trading on the exchange where Fund shares are listed.

5

Gotham 1000 Value ETF

5

PERFORMANCE DATA at September 30, 2023 (Unaudited)

Average Total Returns for the Periods Ended September 30, 2023

1 Year

Since Inception
(6/7/22)

 

Ending Value
(9/30/2023)

Gotham 1000 Value ETF - NAV

21.37%

0.95%

$10,125

Gotham 1000 Value ETF - Market

21.33%

0.94%

10,124

Russell 1000 Total Return Index

21.19%

3.77%

10,498

Russell 1000 Value Total Return Index

14.44%

-1.67%

9,781

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 January 28, 2023. 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, 2025.

Shares are bought and sold at market price, not net asset value (NAV), and are not individually redeemable from the fund. NAV represents the value of each share’s portion of the Fund’s underlying assets and cash at the end of the trading day. Market price returns reflect the midpoint of the bid/ask spread as of the close of trading on the exchange where Fund shares are listed.

Gotham Enhanced 500 ETF

6

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

Sector:

% of Net Assets

Technology

25.8

%

Consumer, Non-cyclical

20.7

Communications

18.6

Financial

11.1

Consumer, Cyclical

9.3

Industrial

8.2

Energy

4.2

Basic Materials

1.1

Utilities

0.8

Cash & Cash Equivalents(1)

0.2

Total

100.0

%

(1)Represents cash, short-term investments, investments purchased with collateral from securities lending, and liabilities in excess of other assets.

PORTFOLIO ALLOCATIONS at September 30, 2023 (Unaudited)

Gotham 1000 Value ETF

7

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

Sector:

% of Net Assets

Consumer, Non-cyclical

20.6

%

Industrial

19.3

Consumer, Cyclical

18.9

Energy

13.5

Financial

9.1

Communications

6.0

Technology

5.7

Basic Materials

5.6

Utilities

1.1

Cash & Cash Equivalents(1)

0.2

Total

100.0

%

(1)Represents cash, short-term investments, investments purchased with collateral from securities lending, and liabilities in excess of other assets.

PORTFOLIO ALLOCATIONS at September 30, 2023 (Unaudited)

Gotham Enhanced 500 ETF

8

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

Shares

Value

Common Stocks — 99.8%

Advertising — 0.2%

Omnicom Group, Inc. 

3,758

$279,896

The Interpublic Group of Company, Inc. (1)

7,280

208,645

 

488,541

Aerospace & Defense — 1.7%

General Dynamics Corp. 

5,227

1,155,010

Howmet Aerospace, Inc. 

1,098

50,782

L3Harris Technologies, Inc. 

521

90,717

Lockheed Martin Corp. 

4,805

1,965,053

Northrop Grumman Corp. 

1,160

510,620

RTX Corp. 

3,847

276,869

The Boeing Co. (2)

1,529

293,079

TransDigm Group, Inc. (1)(2)

741

624,759

 

4,966,889

Agriculture — 1.9%

Altria Group, Inc. 

40,700

1,711,435

Archer-Daniels-Midland Co. 

11,049

833,315

Bunge Ltd. 

2,559

277,012

Philip Morris International, Inc. 

29,798

2,758,699

 

5,580,461

Airlines — 0.2%

Alaska Air Group, Inc. (2)

311

11,532

American Airlines Group, Inc. (2)

13,535

173,383

Delta Air Lines, Inc. 

12,255

453,435

Southwest Airlines Co. 

1,588

42,987

United Airlines Holdings, Inc. (2)

768

32,487

 

713,824

Apparel — 0.3%

Nike, Inc. - Class A 

4,070

389,173

Ralph Lauren Corp. - Class A 

1,261

146,390

Tapestry, Inc. (1)(2)

4,605

132,394

VF Corp. 

8,064

142,491

 

810,448

Auto Manufacturers — 2.1%

Cummins, Inc. 

350

79,961

Ford Motor Co. 

76,575

951,061

General Motors Co. 

31,511

1,038,918

PACCAR, Inc. 

10,306

876,216

Tesla, Inc. (2)

13,271

3,320,670

 

6,266,826

Auto Parts & Equipment — 0.1%

Aptiv PLC (2)

713

70,295

BorgWarner, Inc. 

4,469

180,413

 

250,708

Shares

Value

Common Stocks — 99.8% (Continued)

Banks — 2.9%

Bank of America Corp. 

60,519

$1,657,010

Citigroup, Inc. 

6,060

249,248

Citizens Financial Group, Inc. 

3,660

98,088

Comerica, Inc. 

999

41,509

Fifth Third Bancorp 

5,152

130,500

Huntington Bancshares, Inc. 

3,883

40,383

JPMorgan Chase & Co. 

22,300

3,233,946

KeyCorp 

7,088

76,267

M&T Bank Corp. 

1,241

156,925

Morgan Stanley 

5,271

430,483

Northern Trust Corp. 

1,575

109,431

Regions Financial Corp. 

2,694

46,337

State Street Corp. 

1,089

72,919

The Bank of New York Mellon Corp. 

3,554

151,578

The Goldman Sachs Group, Inc. 

1,093

353,662

The PNC Financial Services Group, Inc. 

3,026

371,502

Truist Financial Corp. 

10,081

288,417

U.S. Bancorp 

11,620

384,157

Wells Fargo & Co. 

11,767

480,800

Zions Bancorp N.A. (1)

1,207

42,112

 

8,415,274

Beverages — 2.3%

Brown-Forman Corp. - Class A 

1,272

73,382

Constellation Brands, Inc. - Class 1 

452

113,601

Keurig Dr Pepper, Inc. 

26,748

844,434

Molson Coors Brewing Co. - Class B (1)

4,123

262,182

Monster Beverage Corp. (2)

2,755

145,877

PepsiCo, Inc. 

10,134

1,717,105

The Coca-Cola Co. 

62,256

3,485,091

 

6,641,672

Biotechnology — 1.3%

Amgen, Inc. 

2,716

729,952

Biogen, Inc. (2)

388

99,720

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

73

26,167

Corteva, Inc. 

1,752

89,632

Gilead Sciences, Inc. 

26,244

1,966,726

Illumina, Inc. (2)

1,187

162,951

Incyte Corp. (2)

1,679

96,996


SCHEDULE OF INVESTMENTS at September 30, 2023

Gotham Enhanced 500 ETF

9

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

SCHEDULE OF INVESTMENTS at September 30, 2023 (Continued)

Shares

Value

Common Stocks — 99.8% (Continued)

Biotechnology — 1.3% (Continued)

Moderna, Inc. (2)

1,025

$105,872

Regeneron Pharmaceuticals, Inc. (2)

316

260,055

Vertex Pharmaceuticals, Inc. (2)

670

232,986

 

3,771,057

Building Materials — 0.6%

Carrier Global Corp. (1)

11,809

651,857

Johnson Controls International PLC 

13,026

693,113

Martin Marietta Materials, Inc. 

139

57,057

Masco Corp. 

4,308

230,263

Mohawk Industries, Inc. (2)

178

15,274

Trane Technologies PLC 

596

120,934

Vulcan Materials Co. 

284

57,374

 

1,825,872

Chemicals — 0.6%

Air Products and Chemicals, Inc. 

592

167,773

Albemarle Corp. 

294

49,992

Celanese Corp. 

268

33,639

CF Industries Holdings, Inc. 

3,783

324,354

Dow, Inc. 

1,882

97,036

DuPont de Nemours, Inc. 

1,242

92,641

Eastman Chemical Co. 

317

24,320

Ecolab, Inc. 

747

126,542

FMC Corp. 

326

21,832

International Flavors & Fragrances, Inc. 

681

46,424

Linde PLC 

1,288

479,587

LyondellBasell Industries NV 

868

82,200

PPG Industries, Inc. 

626

81,255

The Mosaic Co. 

962

34,247

The Sherwin-Williams Co. 

671

171,138

 

1,832,980

Commercial Services — 0.8%

Automatic Data Processing, Inc. 

1,728

415,722

Cintas Corp. 

230

110,632

CoStar Group, Inc. (2)

1,055

81,119

Equifax, Inc. 

302

55,320

FleetCor Technologies, Inc. (2)

555

141,714

Gartner, Inc. (2)

211

72,502

Global Payments, Inc. 

748

86,312

MarketAxess Holdings, Inc. 

93

19,868

Moody’s Corp. 

572

180,849

PayPal Holdings, Inc. (2)

9,396

549,290

Quanta Services, Inc. 

325

60,798

Robert Half, Inc. 

311

22,790

Shares

Value

Common Stocks — 99.8% (Continued)

Commercial Services — 0.8% (Continued)

Rollins, Inc. 

1,304

$48,678

S&P Global, Inc. 

909

332,158

United Rentals, Inc. 

154

68,464

Verisk Analytics, Inc. 

337

79,613

 

2,325,829

Computers — 8.3%

Accenture PLC - Class A 

4,795

1,472,593

Apple, Inc. 

119,873

20,523,456

Cognizant Technology Solutions Corp. 

3,822

258,902

DXC Technology Co. (1)(2)

564

11,748

EPAM Systems, Inc. (2)

437

111,737

Fortinet, Inc. (2)

1,841

108,030

Hewlett Packard Enterprise Co. 

28,796

500,187

HP, Inc. 

22,456

577,119

International Business
Machines Corp. 

2,441

342,472

Leidos Holdings, Inc. 

356

32,809

NetApp, Inc. 

4,030

305,796

Seagate Technology
Holdings PLC
(1)

555

36,602

Western Digital Corp. (2)

824

37,599

 

24,319,050

Cosmetics & Personal Care — 1.5%

Colgate-Palmolive Co. 

15,798

1,123,396

Kenvue, Inc. 

36,671

736,354

The Estee Lauder Companies, Inc. 

925

133,709

The Procter & Gamble Co. 

16,704

2,436,445

 

4,429,904

Distribution & Wholesale — 0.4%

Copart, Inc. (1)(2)

2,156

92,902

Fastenal Co. 

1,523

83,217

LKQ Corp. 

5,099

252,451

Pool Corp. 

105

37,391

W.W. Grainger, Inc. 

993

686,997

 

1,152,958

Diversified Financial Services — 3.7%

American Express Co. 

2,018

301,065

Ameriprise Financial, Inc. 

772

254,513

BlackRock, Inc. 

1,317

851,427

Capital One Financial Corp. (1)

1,212

117,625

Cboe Global Markets, Inc. 

779

121,688

CME Group, Inc. - Class A 

2,707

541,995

Discover Financial Services 

732

63,413

Franklin Resources, Inc. 

11,213

275,615


Gotham Enhanced 500 ETF

10

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

SCHEDULE OF INVESTMENTS at September 30, 2023 (Continued)

Shares

Value

Common Stocks — 99.8% (Continued)

Diversified Financial Services — 3.7% (Continued)

Intercontinental Exchange, Inc. 

4,291

$472,096

Invesco Ltd. 

3,477

50,486

Mastercard, Inc. - Class A 

7,216

2,856,887

Nasdaq, Inc. 

11,123

540,467

Raymond James Financial, Inc. 

613

61,564

Synchrony Financial (1)

1,318

40,291

T. Rowe Price Group, Inc. 

1,829

191,807

The Charles Schwab Corp. 

9,833

539,832

Visa, Inc. - Class A (1)

15,715

3,614,607

 

10,895,378

Electric — 0.8%

Alliant Energy Corp. 

664

32,171

Ameren Corp. 

716

53,578

American Electric Power Co., Inc. 

1,357

102,074

CenterPoint Energy, Inc. 

1,701

45,672

CMS Energy Corp. 

761

40,417

Consolidated Edison, Inc. 

891

76,207

Constellation Energy Corp. 

841

91,736

Dominion Energy, Inc. 

2,201

98,319

DTE Energy Co. 

544

54,008

Duke Energy Corp. 

2,069

182,610

Edison International 

1,027

64,999

Entergy Corp. 

554

51,245

Evergy, Inc. 

611

30,978

Eversource Energy 

898

52,219

Exelon Corp. 

2,627

99,274

FirstEnergy Corp. 

1,534

52,432

NextEra Energy, Inc. 

5,289

303,007

NRG Energy, Inc. 

699

26,925

PG&E Corp. (2)

15,745

253,967

Pinnacle West Capital Corp. 

278

20,483

PPL Corp. 

1,922

45,282

Public Service Enterprise
Group, Inc. 

1,295

73,698

Sempra Energy 

1,669

113,542

The AES Corp. 

1,778

27,026

The Southern Co. 

2,856

184,840

WEC Energy Group, Inc. 

823

66,293

Xcel Energy, Inc. 

1,438

82,282

 

2,325,284

Electrical Components & Equipment — 0.5%

AMETEK, Inc. 

2,522

372,651

Emerson Electric Co. 

10,997

1,061,980

Generac Holdings, Inc. (1)(2)

156

16,998

 

1,451,629

Shares

Value

Common Stocks — 99.8% (Continued)

Electronics — 0.8%

Agilent Technologies, Inc. 

782

$87,443

Allegion plc 

1,681

175,160

Amphenol Corp. 

1,715

144,043

Fortive Corp. 

2,670

198,007

Garmin Ltd. 

3,650

383,980

Honeywell International, Inc. 

1,770

326,990

Keysight Technologies, Inc. (2)

694

91,823

Mettler-Toledo International, Inc. (2)

55

60,944

TE Connectivity Ltd. 

6,022

743,898

Trimble, Inc. (2)

674

36,302

 

2,248,590

Energy — Alternate Sources — 0.1%

Enphase Energy, Inc. (2)

290

34,843

First Solar, Inc. (2)

262

42,337

SolarEdge Technologies, Inc. (1)(2)

426

55,171

 

132,351

Engineering & Construction — 0.0% (4)

Jacobs Solutions, Inc. 

313

42,725

 

Entertainment — 0.1%

Caesars Entertainment, Inc. (2)

4,778

221,460

Live Nation Entertainment, Inc. (1)(2)

614

50,987

 

272,447

Environmental Control — 0.4%

Pentair PLC 

3,143

203,509

Republic Services, Inc. 

6,059

863,468

Waste Management, Inc. 

1,073

163,568

 

1,230,545

Food — 2.0%

Campbell Soup Co. 

6,756

277,537

Conagra Brands, Inc. 

9,133

250,427

General Mills, Inc. 

11,095

709,969

Hormel Foods Corp. (1)

1,437

54,649

Kellogg Co. 

7,714

459,060

Lamb Weston Holdings, Inc. 

322

29,772

McCormick & Co., Inc. (1)

716

54,158

Mondelez International, Inc. 

26,046

1,807,592

Sysco Corp. 

9,645

637,052

The Hershey Co. 

545

109,044

The J.M. Smucker Co. 

2,363

290,436

The Kraft Heinz Co. 

27,528

926,042

The Kroger Co. 

3,066

137,204

Tyson Foods, Inc. - Class A 

1,011

51,045

 

5,793,987


Gotham Enhanced 500 ETF

11

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

SCHEDULE OF INVESTMENTS at September 30, 2023 (Continued)

Shares

Value

Common Stocks — 99.8% (Continued)

Forest Products & Paper — 0.0% (4)

International Paper Co. 

927

$32,881

 

Gas — 0.0% (4)

Atmos Energy Corp. (1)

345

36,546

NiSource, Inc. 

1,104

27,247

 

63,793

Hand & Machine Tools — 0.1%

Snap-on, Inc. 

1,050

267,813

Stanley Black & Decker, Inc. 

378

31,593

 

299,406

Healthcare — Products — 2.1%

Abbott Laboratories 

13,311

1,289,170

Align Technology, Inc. (2)

191

58,316

Baxter International, Inc. (1)

1,314

49,590

Bio-Techne Corp. 

384

26,139

Boston Scientific Corp. (2)

3,466

183,005

Danaher Corp. 

5,670

1,406,727

DENTSPLY SIRONA, Inc. 

657

22,443

Edwards Lifesciences Corp. (2)

1,599

110,779

GE HealthCare Technologies, Inc. 

9,424

641,209

Hologic, Inc. (2)

4,689

325,417

IDEXX Laboratories, Inc. (1)(2)

186

81,332

Insulet Corp. (2)

167

26,635

Intuitive Surgical, Inc. (2)

791

231,201

Medtronic PLC 

3,525

276,219

ResMed, Inc. 

2,299

339,953

Revvity, Inc. 

310

34,317

STERIS PLC 

246

53,977

Stryker Corp. 

854

233,373

Teleflex, Inc. 

116

22,784

The Cooper Companies, Inc. 

109

34,663

Thermo Fisher Scientific, Inc. 

1,021

516,800

Waters Corp. (2)

149

40,857

West Pharmaceutical Services, Inc. 

182

68,288

Zimmer Biomet Holdings, Inc. 

556

62,394

 

6,135,588

Healthcare — Services — 2.2%

Catalent, Inc. (2)

440

20,033

Centene Corp. (2)

12,329

849,221

Charles River Laboratories International, Inc. (2)

125

24,497

DaVita, Inc. (2)

1,747

165,144

Elevance Health, Inc. 

1,387

603,928

HCA Healthcare, Inc. 

5,223

1,284,754

Shares

Value

Common Stocks — 99.8% (Continued)

Healthcare — Services — 2.2% (Continued)

Humana, Inc. 

853

$415,002

IQVIA Holdings, Inc. (2)

495

97,391

Laboratory Corp of America Holdings 

1,688

339,372

Molina Healthcare, Inc. (2)

1,277

418,716

Quest Diagnostics, Inc. 

311

37,898

UnitedHealth Group, Inc. 

3,799

1,915,418

Universal Health Services, Inc. - Class D 

1,330

167,221

 

6,338,595

Home Builders — 0.3%

D.R. Horton, Inc. 

2,854

306,719

Lennar Corp. - Class A (1)

2,181

244,774

NVR, Inc. (2)

8

47,707

PulteGroup, Inc. 

4,343

321,599

 

920,799

Home Furnishings — 0.0% (4)

Whirlpool Corp. 

152

20,322

 

Household Products & Wares — 0.4%

Avery Dennison Corp. 

200

36,534

Church & Dwight Co., Inc. 

676

61,942

Kimberly-Clark Corp. 

7,339

886,918

The Clorox Co. 

2,371

310,743

 

1,296,137

Insurance — 3.3%

Aflac, Inc. 

1,593

122,263

American International Group, Inc. 

1,899

115,079

Aon PLC 

544

176,376

Arch Capital Group Ltd. (2)

8,258

658,245

Arthur J Gallagher & Co. 

1,763

401,841

Assurant, Inc. 

140

20,101

Berkshire Hathaway, Inc. -
Class A
(2)

18,180

6,368,454

Brown & Brown, Inc. 

5,840

407,866

Chubb Ltd. 

1,090

226,916

Cincinnati Financial Corp. 

408

41,734

Everest Group Ltd. 

104

38,654

Globe Life, Inc. (1)

271

29,466

Loews Corp. 

753

47,672

Marsh & McLennan
Companies, Inc. 

1,290

245,487

MetLife, Inc. 

2,025

127,393

Principal Financial Group, Inc. 

661

47,638

Prudential Financial, Inc. 

1,000

94,890


Gotham Enhanced 500 ETF

12

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

SCHEDULE OF INVESTMENTS at September 30, 2023 (Continued)

Shares

Value

Common Stocks — 99.8% (Continued)

Insurance — 3.3% (Continued)

The Allstate Corp. 

684

$76,204

The Hartford Financial Services Group, Inc. 

803

56,941

The Progressive Corp. 

1,326

184,712

The Travelers Companies, Inc. 

604

98,639

W.R. Berkley Corp. 

682

43,300

Willis Towers Watson PLC 

279

58,300

 

9,688,171

Internet — 12.9%

Airbnb, Inc. - Class A (2)

1,447

198,543

Alphabet, Inc. - Class A (2)

106,860

13,983,700

Amazon.com, Inc. (2)

94,308

11,988,433

Booking Holdings, Inc. (2)

691

2,131,009

CDW Corp. 

361

72,835

eBay, Inc. 

12,192

537,545

Etsy, Inc. (1)(2)

277

17,889

Expedia Group, Inc. - Class A (2)

388

39,991

F5, Inc. (2)

160

25,782

Gen Digital, Inc. 

14,308

252,965

Match Group, Inc. (2)

743

29,107

Meta Platforms, Inc. - Class A (2)

23,655

7,101,468

Netflix, Inc. (2)

3,405

1,285,728

Palo Alto Networks, Inc. (2)

784

183,801

VeriSign, Inc. (2)

220

44,557

 

37,893,353

Iron & Steel — 0.4%

Nucor Corp. 

5,124

801,137

Steel Dynamics, Inc. 

3,849

412,690

 

1,213,827

Leisure Time — 0.0% (4)

Carnival Corp. (2)

2,705

37,113

Norwegian Cruise Line Holdings Ltd. (2)

1,094

18,029

Royal Caribbean Cruises Ltd. (2)

543

50,032

 

105,174

Lodging — 0.6%

Hilton Worldwide Holdings, Inc. 

690

103,624

Las Vegas Sands Corp. 

1,809

82,925

Marriott International, Inc. 

5,841

1,148,107

MGM Resorts International 

7,442

273,568

Wynn Resorts Ltd. 

2,095

193,599

 

1,801,823

Machinery — Construction & Mining — 1.1%

Caterpillar, Inc. 

11,696

3,193,008

Shares

Value

Common Stocks — 99.8% (Continued)

Machinery — Diversified — 0.4%

Deere & Co. 

776

$292,847

Dover Corp. 

344

47,991

IDEX Corp. 

187

38,900

Ingersoll Rand, Inc. 

1,079

68,754

Nordson Corp. 

146

32,583

Otis Worldwide Corp. 

7,878

632,682

Rockwell Automation, Inc. 

260

74,326

Westinghouse Air Brake Technologies Corp. 

447

47,503

Xylem, Inc. 

548

49,884

 

1,285,470

Media — 1.8%

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

1,151

506,233

Comcast Corp. - Class A 

87,408

3,875,671

FactSet Research Systems, Inc. 

93

40,665

Fox Corp. - Class B 

10,760

335,712

News Corp. - Class A 

1,775

35,606

The Walt Disney Co. (2)

4,768

386,446

ViacomCBS, Inc. - Class A (1)

1,707

22,020

Warner Bros Discovery, Inc. (1)(2)

18,482

200,715

 

5,403,068

Mining — 0.1%

Freeport-McMoRan, Inc. (1)

3,780

140,956

Newmont Corp. 

2,098

77,521

 

218,477

Miscellaneous Manufacturers — 1.4%

3M Co. 

1,476

138,183

A.O. Smith Corp. - Class A 

3,123

206,524

Axon Enterprise, Inc. (2)

158

31,440

Eaton Corp PLC 

899

191,739

General Electric Co. 

7,364

814,090

Illinois Tool Works, Inc. 

5,789

1,333,265

Parker-Hannifin Corp. 

2,459

957,830

Teledyne Technologies, Inc. (2)

115

46,987

Textron, Inc. 

3,779

295,291

 

4,015,349

Office & Business Equipment — 0.0% (4)

Zebra Technologies Corp. (2)

165

39,027

 

Oil & Gas — 3.6%

APA Corp. (1)

5,636

231,640

Chevron Corp. 

16,559

2,792,179

ConocoPhillips 

3,233

387,313


Gotham Enhanced 500 ETF

13

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

SCHEDULE OF INVESTMENTS at September 30, 2023 (Continued)

Shares

Value

Common Stocks — 99.8% (Continued)

Oil & Gas — 3.6% (Continued)

Coterra Energy, Inc. (1)

2,024

$54,749

Devon Energy Corp. 

1,721

82,092

Diamondback Energy, Inc. 

499

77,285

EOG Resources, Inc. 

1,557

197,365

EQT Corp. 

960

38,957

Exxon Mobil Corp. 

33,760

3,969,501

Hess Corp. 

690

105,570

Marathon Oil Corp. 

1,422

38,038

Marathon Petroleum Corp. 

8,840

1,337,846

Occidental Petroleum Corp. 

2,465

159,929

Phillips 66 

7,918

951,348

Pioneer Natural Resources Co. 

611

140,255

Valero Energy Corp. 

945

133,916

 

10,697,983

Oil & Gas Services — 0.4%

Baker Hughes Co. 

22,282

787,000

Halliburton Co. 

2,402

97,281

Schlumberger NV 

3,304

192,623

 

1,076,904

Packaging & Containers — 0.2%

Amcor PLC 

27,776

254,428

Ball Corp. (1)

811

40,372

Packaging Corp. of America 

1,708

262,264

Sealed Air Corp. 

386

12,684

Westrock Co. 

768

27,494

 

597,242

Pharmaceuticals — 6.3%

AbbVie, Inc. 

14,346

2,138,415

Becton Dickinson & Co. 

748

193,380

Bristol-Myers Squibb Co. 

15,610

906,004

Cardinal Health, Inc. 

5,398

468,654

Cencora, Inc. 

4,106

738,957

CVS Health Corp. 

29,028

2,026,735

Dexcom, Inc. (2)

915

85,370

Eli Lilly & Co. 

2,173

1,167,184

Henry Schein, Inc. (2)

340

25,245

Johnson & Johnson 

29,783

4,638,702

McKesson Corp. 

706

307,004

Merck & Co., Inc. 

9,783

1,007,160

Organon & Co. 

4,892

84,925

Pfizer, Inc. 

77,302

2,564,107

The Cigna Group 

6,721

1,922,677

Viatris, Inc. 

3,207

31,621

Zoetis, Inc. (1)

1,210

210,516

 

18,516,656

Shares

Value

Common Stocks — 99.8% (Continued)

Pipelines — 0.1%

Kinder Morgan, Inc. 

8,713

$144,461

ONEOK, Inc. 

1,172

74,340

Targa Resources Corp. 

605

51,861

The Williams Companies, Inc. 

2,845

95,848

 

366,510

Private Equity — 0.1%

Blackstone, Inc. (1)

1,629

174,531

 

Real Estate — 0.0% (4)

CBRE Group, Inc. (2)

861

63,593

 

Real Estate Investment Trusts (REITs) — 1.1%

Alexandria Real Estate
Equities, Inc.
(1)

445

44,544

American Tower Corp. 

3,565

586,264

AvalonBay Communities, Inc. 

363

62,342

Boston Properties, Inc. 

387

23,019

Camden Property Trust 

285

26,955

Crown Castle, Inc. 

3,320

305,540

Digital Realty Trust, Inc. 

753

91,128

Equinix, Inc. 

223

161,956

Equity Residential 

1,004

58,945

Essex Property Trust, Inc. 

167

35,419

Extra Space Storage, Inc. 

351

42,675

Federal Realty Investment Trust 

234

21,207

Healthpeak Properties, Inc. 

1,419

26,053

Host Hotels & Resorts, Inc. 

1,987

31,931

Invitation Homes, Inc. 

1,614

51,148

Iron Mountain, Inc. 

675

40,129

Kimco Realty Corp. (1)

1,752

30,818

Mid-America Apartment Communities, Inc. 

288

37,051

Prologis, Inc. 

2,439

273,680

Public Storage 

433

114,104

Realty Income Corp. 

12,969

647,672

Regency Centers Corp. 

419

24,905

SBA Communications Corp. 

826

165,340

Simon Property Group, Inc. 

840

90,745

UDR, Inc. 

907

32,353

Ventas, Inc. 

1,056

44,489

VICI Properties, Inc. 

2,651

77,144

Welltower, Inc. (1)

1,118

91,587

Weyerhaeuser Co. 

1,910

58,561

 

3,297,704


Gotham Enhanced 500 ETF

14

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

SCHEDULE OF INVESTMENTS at September 30, 2023 (Continued)

Shares

Value

Common Stocks — 99.8% (Continued)

Retail — 5.1%

AutoZone, Inc. (2)

342

$868,677

Bath & Body Works, Inc. 

614

20,753

Best Buy Co., Inc. 

4,969

345,196

CarMax, Inc. (1)(2)

394

27,868

Chipotle Mexican Grill, Inc. (2)

61

111,742

Costco Wholesale Corp. 

1,062

599,987

Darden Restaurants, Inc. 

321

45,974

Dollar General Corp. 

576

60,941

Dollar Tree, Inc. (2)

597

63,551

Domino’s Pizza, Inc. 

89

33,712

Genuine Parts Co. 

371

53,565

Lowe’s Companies, Inc. 

8,692

1,806,545

McDonald’s Corp. 

8,422

2,218,692

O’Reilly Automotive, Inc. (2)

589

535,318

Ross Stores, Inc. 

5,399

609,817

Starbucks Corp. 

3,039

277,369

Target Corp. 

1,208

133,569

The Home Depot, Inc. 

9,368

2,830,635

The TJX Companies, Inc. 

18,833

1,673,877

Tractor Supply Co. (1)

272

55,230

Ulta Beauty, Inc. (2)

331

132,218

Walgreens Boots Alliance, Inc. 

16,561

368,317

Walmart, Inc. 

7,198

1,151,176

Yum! Brands, Inc. 

6,276

784,123

 

14,808,852

Semiconductors — 6.3%

Advanced Micro Devices, Inc. (2)

3,695

379,920

Analog Devices, Inc. 

1,306

228,668

Applied Materials, Inc. 

16,082

2,226,553

Broadcom, Inc. 

5,118

4,250,908

Intel Corp. 

11,051

392,863

KLA Corp. 

2,625

1,203,983

Lam Research Corp. 

2,583

1,618,947

Microchip Technology, Inc. 

10,484

818,276

Micron Technology, Inc. 

8,376

569,819

Monolithic Power Systems, Inc. 

115

53,130

NVIDIA Corp. 

12,409

5,397,791

NXP Semiconductors NV 

687

137,345

ON Semiconductor Corp. (1)(2)

946

87,931

Qorvo, Inc. (2)

258

24,631

QUALCOMM, Inc. 

2,924

324,739

Skyworks Solutions, Inc. 

3,273

322,685

Teradyne, Inc. (1)

386

38,778

Texas Instruments, Inc. 

2,420

384,804

 

18,461,771

Shares

Value

Common Stocks — 99.8% (Continued)

Shipbuilding — 0.0% (4)

Huntington Ingalls Industries, Inc. 

99

$20,253

 

Software — 11.2%

Activision Blizzard, Inc. 

6,919

647,826

Adobe, Inc. (2)

3,463

1,765,784

Akamai Technologies, Inc. (2)

393

41,870

ANSYS, Inc. (2)

663

197,276

Autodesk, Inc. (2)

1,622

335,608

Broadridge Financial Solutions, Inc. 

2,261

404,832

Cadence Design Systems, Inc. (2)

2,063

483,361

Ceridian HCM Holding, Inc. (2)

355

24,087

Electronic Arts, Inc. 

5,203

626,441

Fair Isaac Corp. (2)

60

52,112

Fidelity National Information Services, Inc. 

4,532

250,484

Fiserv, Inc. (2)

4,673

527,862

Intuit, Inc. 

726

370,942

Jack Henry & Associates, Inc. 

550

83,127

Microsoft Corp. 

66,990

21,152,093

MSCI, Inc. 

200

102,616

Oracle Corp. 

6,326

670,050

Paychex, Inc. 

975

112,447

Paycom Software, Inc. (1)

142

36,816

PTC, Inc. (2)

245

34,712

Roper Technologies, Inc. 

816

395,172

Salesforce, Inc. (2)

16,615

3,369,190

ServiceNow, Inc. (2)

546

305,192

Synopsys, Inc. (2)

1,158

531,487

Take-Two Interactive
Software, Inc.
(2)

1,301

182,647

Tyler Technologies, Inc. (2)

102

39,386

 

32,743,420

Telecommunications — 3.7%

Arista Networks, Inc. (2)

701

128,935

AT&T, Inc. 

160,950

2,417,469

Cisco Systems, Inc. 

92,612

4,978,821

Corning, Inc. 

2,168

66,059

Juniper Networks, Inc. 

6,115

169,936

Motorola Solutions, Inc. 

447

121,691

T-Mobile US, Inc. 

4,999

700,110

Verizon Communications, Inc. 

71,346

2,312,324

 

10,895,345

Toys, Games & Hobbies — 0.0% (4)

Hasbro, Inc. 

371

24,538

 


Gotham Enhanced 500 ETF

15

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

SCHEDULE OF INVESTMENTS at September 30, 2023 (Continued)

Shares

Value

Common Stocks — 99.8% (Continued)

Transportation — 1.0%

C.H. Robinson Worldwide, Inc. 

2,600

$223,938

CSX Corp. 

5,367

165,035

Expeditors International of Washington, Inc. 

3,371

386,418

FedEx Corp. 

4,821

1,277,179

J.B. Hunt Transport Services, Inc. (1)

259

48,827

Norfolk Southern Corp. 

602

118,552

Old Dominion Freight Line, Inc. 

250

102,285

Union Pacific Corp. 

1,608

327,437

United Parcel Service, Inc. - Class B 

2,288

356,630

 

3,006,301

Water — 0.0% (4)

American Water Works Co., Inc. 

447

55,352

 

Total Common Stocks

(Cost $287,301,006)

292,956,452

 

Short-Term Investments — 0.2%

 

Money Market Funds — 0.2%

First American Government Obligations Fund, Class X, 5.261% (3)

452,844

452,844

 

Total Short-Term Investments

 

(Cost $452,844)

452,844

 

Investments Purchased with Collateral
from Securities Lending — 2.2%

Mount Vernon Liquid Assets Portfolio, LLC, 5.580% (3)

6,470,612

6,470,612

 

Total Investments Purchased with Collateral
from Securities Lending
 

(Cost $6,470,612)

6,470,612

 

Total Investments in Securities — 102.2%

(Cost $294,224,462)

299,879,908

Liabilities in Excess of Other Assets — (2.2)%

(6,389,733

)

Total Net Assets — 100.0%

$293,490,175

Shares

Value

(1)This security or a portion of this security was out on loan as of September 30, 2023. Total loaned securities had a value of $6,314,257 or 2.2% of net assets as of September 30, 2023. 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, 2023.

(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 — 99.8%

Advertising — 0.7%

Omnicom Group, Inc. 

6,799

$506,390

The Interpublic Group of Company, Inc. (1)

13,370

383,184

 

889,574

Aerospace & Defense — 0.3%

Curtiss-Wright Corp. 

16

3,130

General Dynamics Corp. 

581

128,384

Lockheed Martin Corp. 

798

326,350

 

457,864

Agriculture — 1.3%

Altria Group, Inc. 

14,179

596,227

Archer-Daniels-Midland Co. 

5,728

432,006

Bunge Ltd. 

5,338

577,839

Philip Morris International, Inc. 

1,092

101,097

 

1,707,169

Airlines — 0.4%

American Airlines Group, Inc. (2)

29,237

374,526

Delta Air Lines, Inc. 

5,453

201,761

 

576,287

Apparel — 2.9%

Capri Holdings Ltd. (2)

10,152

534,097

Carter’s, Inc. (1)

7,903

546,492

Crocs, Inc. (2)

5,573

491,706

Ralph Lauren Corp. - Class A 

2,764

320,873

Skechers U.S.A., Inc. - Class A (2)

3,842

188,066

Steven Madden Ltd. (1)

14,654

465,558

Tapestry, Inc. (1)(2)

17,113

491,999

Urban Outfitters, Inc. (1)(2)

17,195

562,104

VF Corp. 

21,209

374,763

 

3,975,658

Auto Manufacturers — 0.4%

General Motors Co. 

15,284

503,914

 

Auto Parts & Equipment — 1.0%

Adient PLC (2)

9,146

335,658

Allison Transmission
Holdings, Inc. 

8,841

522,150

BorgWarner, Inc. 

14,063

567,723

 

1,425,531

Banks — 4.6%

Ameris Bancorp 

204

7,832

Associated Banc-Corp 

1,160

19,848

Bank of America Corp. 

8,784

240,506

Shares

Value

Common Stocks — 99.8% (Continued)

Banks — 4.6% (Continued)

Bank OZK (1)

5,531

$205,034

Cadence Bank (1)

7,935

168,381

Cathay General Bancorp 

6,221

216,242

Citigroup, Inc. 

1,681

69,140

Citizens Financial Group, Inc. 

3,645

97,686

Columbia Banking System, Inc. 

1,841

37,372

Comerica, Inc. 

5,666

235,422

Cullen/Frost Bankers, Inc. 

820

74,792

CVB Financial Corp. 

1,579

26,164

East West Bancorp, Inc. 

3,533

186,224

Fifth Third Bancorp 

3,639

92,176

First BanCorp/Puerto R co. 

17,931

241,351

First Citizens BancShares, Inc. - Class A 

11

15,181

Fulton Financial Corp. 

1,622

19,642

Hancock Whitney Corp. 

11,628

430,120

Huntington Bancshares, Inc. 

31,288

325,395

Independent Bank Corp. 

4,897

240,394

International Bancshares Corp. 

2,867

124,256

KeyCorp 

7,895

84,950

Old National Bancorp/IN 

11,957

173,855

Pinnacle Financial Partners, Inc. 

3,333

223,444

Prosperity Bancshares, Inc. 

914

49,886

Regions Financial Corp. 

8,161

140,369

SouthState Corp. 

4,729

318,545

Synovus Financial Corp. 

4,555

126,629

Texas Capital Bancshares, Inc. (2)

5,464

321,830

The Bank of Nova Scotia (1)

3,107

141,648

The PNC Financial Services Group, Inc. 

3,112

382,060

The Toronto-Dominion Bank 

2,950

177,767

Truist Financial Corp. 

10,231

292,709

UMB Financial Corp. 

3,696

229,337

Valley National Bancorp 

20,631

176,601

Western Alliance Bancorp 

3,062

140,760

Wintrust Financial Corp. 

213

16,082

Zions Bancorp N.A. 

7,441

259,617

 

6,329,247

Beverages — 0.8%

Coca-Cola Consolidated, Inc. 

767

488,058

Keurig Dr Pepper, Inc. 

3,921

123,786

Molson Coors Brewing Co. - Class B (1)

3,834

243,804

National Beverage Corp. (2)

1,365

64,182


SCHEDULE OF INVESTMENTS at September 30, 2023

Gotham 1000 Value ETF

17

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

SCHEDULE OF INVESTMENTS at September 30, 2023 (Continued)

Shares

Value

Common Stocks — 99.8% (Continued)

Beverages — 0.8% (Continued)

PepsiCo, Inc. 

164

$27,788

The Coca-Cola Co. 

3,518

196,938

 

1,144,556

Biotechnology — 1.9%

Amgen, Inc. 

1,130

303,699

Biogen, Inc. (2)

985

253,155

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

1,520

544,844

Exelixis, Inc. (2)

3,307

72,258

Gilead Sciences, Inc. 

4,924

369,004

Halozyme Therapeutics, Inc. (2)

5,294

202,231

Horizon Therapeutics PLC (2)

65

7,520

Incyte Corp. (2)

2,180

125,938

United Therapeutics Corp. (2)

2,641

596,523

Vertex Pharmaceuticals, Inc. (2)

403

140,139

 

2,615,311

Building Materials — 3.0%

Armstrong World Industries, Inc. 

4,896

352,512

Boise Cascade Co. 

3,027

311,902

Builders FirstSource, Inc. (1)(2)

4,268

531,323

Eagle Materials, Inc. 

2,308

384,328

Fortune Brands Innovations, Inc. 

8,079

502,191

Hayward Holdings, Inc. (2)

8,175

115,267

Johnson Controls International PLC 

413

21,976

Louisiana-Pacific Corp. 

188

10,391

Masco Corp. 

3,139

167,780

MDU Resources Group, Inc. 

31,613

618,983

Owens Corning 

1,356

184,972

Simpson Manufacturing Co., Inc. 

2,082

311,904

UFP Industries, Inc. 

5,716

585,318

 

4,098,847

Chemicals — 3.6%

Cabot Corp. 

6,044

418,668

CF Industries Holdings, Inc. 

7,440

637,906

Dow, Inc. 

1,082

55,788

Eastman Chemical Co. 

2

153

HB Fuller Co. 

3,041

208,643

Huntsman Corp. 

16,288

397,427

Innospec, Inc. 

1,208

123,458

International Flavors & Fragrances, Inc. 

2,720

185,422

LyondellBasell Industries NV 

958

90,723

NewMarket Corp. 

1,214

552,418

Nutrien Ltd. (1)

1,269

78,373

Olin Corp. 

9,214

460,516

Shares

Value

Common Stocks — 99.8% (Continued)

Chemicals — 3.6% (Continued)

Quaker Chemical Corp. 

709

$113,440

RPM International, Inc. 

368

34,890

The Mosaic Co. 

11,321

403,028

Valvoline, Inc. 

20,327

655,342

Westlake Corp. (1)

3,616

450,807

 

4,867,002

Coal — 1.6%

Alpha Metallurgical
Resources, Inc.
(1)

1,835

476,605

Arch Resources, Inc. - Class A (1)

4,023

686,565

CONSOL Energy, Inc. 

7,613

798,680

Teck Resources Ltd. - Class A 

1,006

43,348

Warrior Met Coal, Inc. 

3,039

155,232

 

2,160,430

Commercial Services — 3.1%

ABM Industries, Inc. 

4,165

166,642

ADT, Inc. 

53,598

321,588

AMN Healthcare Services, Inc. (1)(2)

6,202

528,286

API Group Corp. (2)

11,834

306,856

ASGN, Inc. (2)

2,130

173,978

Colliers International Group, Inc. - SVS 

1,752

166,878

Euronet Worldwide, Inc. (2)

1,282

101,765

FleetCor Technologies, Inc. (2)

686

175,163

Gartner, Inc. (2)

85

29,207

Graham Holdings Co. - Class A 

576

335,808

Grand Canyon Education, Inc. (2)

1,821

212,839

Insperity, Inc. 

4,194

409,334

John Wiley & Sons, Inc. - Class A 

893

33,193

RB Global, Inc. 

147

9,188

Robert Half, Inc. 

5,726

419,601

Service Corp. International 

2,346

134,050

The Brink’s Co. 

2,633

191,261

TriNet Group, Inc. (1)(2)

4,467

520,316

WEX, Inc. (1)(2)

210

39,499

 

4,275,452

Computers — 2.9%

Accenture PLC - Class A 

475

145,877

Amdocs Ltd. 

5,270

445,262

CACI International, Inc. (2)

344

107,992

CGI, Inc. - Class A (2)

2,298

226,330

Crane NXT Co. 

832

46,234

Dell Technologies, Inc. - Class A 

5,797

399,413

Hewlett Packard Enterprise Co. 

12,641

219,574

HP, Inc. 

15,121

388,610


Gotham 1000 Value ETF

18

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

Shares

Value

Common Stocks — 99.8% (Continued)

Computers — 2.9% (Continued)

Insight Enterprises, Inc. (1)(2)

4,975

$723,863

Maximus, Inc. 

3,037

226,803

NCR Corp. (2)

9,220

248,664

NetApp, Inc. 

3,483

264,290

Science Applications International Corp. 

3,293

347,543

Seagate Technology
Holdings PLC
(1)

3,293

217,174

 

4,007,629

Cosmetics & Personal Care — 0.2%

Colgate-Palmolive Co. 

1,151

81,848

Kenvue, Inc. 

9,492

190,599

 

272,447

Distribution & Wholesale — 1.3%

Core & Main, Inc. - Class A (2)

7,330

211,470

Fastenal Co. 

1,511

82,561

LKQ Corp. 

4,967

245,916

Pool Corp. (1)

933

332,241

Resideo Technologies, Inc. (2)

11,102

175,412

Rush Enterprises, Inc. - Class B 

10,896

444,884

W.W. Grainger, Inc. 

151

104,468

WESCO International, Inc. 

821

118,076

 

1,715,028

Diversified Financial Services — 0.8%

Affiliated Managers Group, Inc. 

918

119,652

Ally Financial, Inc. 

1,713

45,703

Capital One Financial Corp. (1)

161

15,625

Discover Financial Services 

1,839

159,313

Enact Holdings, Inc. 

5,432

147,913

Franklin Resources, Inc. (1)

456

11,208

Intercorp Financial Services, Inc. 

884

19,908

Nelnet, Inc. - Class A 

21

1,876

OneMain Holdings, Inc. 

117

4,690

Radian Group, Inc. 

3,153

79,172

Synchrony Financial (1)

3,382

103,388

The Charles Schwab Corp. 

2,040

111,996

The Western Union Co. 

15,544

204,870

 

1,025,314

Electric — 0.9%

ALLETE, Inc. 

6,799

358,987

Otter Tail Corp. (1)

2,616

198,607

Vistra Corp. 

19,441

645,052

 

1,202,646

Shares

Value

Common Stocks — 99.8% (Continued)

Electrical Components & Equipment — 1.8%

Acuity Brands, Inc. 1.50% 

3,223

$548,909

Belden, Inc. 

102

9,848

Emerson Electric Co. 

5,074

489,996

Encore Wire Corp. (1)

3,529

643,901

Energizer Holdings, Inc. 

8,535

273,462

EnerSys 

4,707

445,612

Littelfuse, Inc. 

119

29,431

 

2,441,159

Electronics — 2.8%

Agilent Technologies, Inc. 

1,361

152,187

Allegion PLC 

290

30,218

Amphenol Corp. 

12

1,008

Arrow Electronics, Inc. (2)

2,989

374,342

Atkore, Inc. (1)(2)

2,692

401,620

Brady Corp. 

10,021

550,353

Celestica, Inc. - SVS (2)

6,919

169,654

Garmin Ltd. 

2,941

309,393

Honeywell International, Inc. 

137

25,309

Hubbell, Inc. 

2

627

Jabil, Inc. 

4,155

527,228

Keysight Technologies, Inc. (2)

1,209

159,963

Sensata Technologies Holding PLC 

847

32,034

SYNNEX Corp. 

4,700

469,342

TE Connectivity Ltd. 

926

114,389

Vishay Intertechnology, Inc. 

15,767

389,760

Vontier Corp. 

4,370

135,120

 

3,842,547

Engineering & Construction — 1.2%

AECOM 

597

49,575

Arcosa, Inc. 

3,295

236,910

Comfort Systems USA, Inc. 

2,640

449,882

EMCOR Group, Inc. 

694

146,011

Frontdoor, Inc. (2)

9,989

305,564

TopBuild Corp. (2)

1,691

425,456

 

1,613,398

Entertainment — 0.6%

International Game
Technology PLC 

4,873

147,749

Penn Entertainment, Inc. (2)

14,545

333,808

SeaWorld Entertainment, Inc. (2)

3,898

180,283

Vail Resorts, Inc. 

325

72,114

Warner Music Group Corp. - Class A 

1,650

51,810

 

785,764


SCHEDULE OF INVESTMENTS at September 30, 2023 (Continued) 

Gotham 1000 Value ETF

19

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

Shares

Value

Common Stocks — 99.8% (Continued)

Environmental Control — 0.2%

Republic Services, Inc. 

1,746

$248,822

Stericycle, Inc. (2)

1,076

48,108

 

296,930

Food — 4.9%

Albertsons Companies, Inc. 

20,539

467,262

Cal-Maine Foods, Inc. (1)

12,207

591,063

Campbell Soup Co. (1)

10,655

437,707

Conagra Brands, Inc. 

5,444

149,274

General Mills, Inc. 

5,107

326,797

Grocery Outlet Holding Corp. (2)

5,045

145,548

Hormel Foods Corp. (1)

8,435

320,783

Ingredion, Inc. 

5,795

570,228

Kellogg Co. 

8,502

505,954

Mondelez International, Inc. 

259

17,975

Sprouts Farmers Market, Inc. (1)(2)

5,535

236,898

Sysco Corp. 

7,651

505,349

The J.M. Smucker Co. 

5,481

673,670

The Kraft Heinz Co. 

13,723

461,642

The Kroger Co. 

12,208

546,308

The Simply Good Foods Co. (1)(2)

5,469

188,790

US Foods Holding Corp. (1)(2)

13,096

519,911

 

6,665,159

Forest Products & Paper — 0.0% (4)

International Paper Co. 

837

29,688

 

Gas — 0.3%

Southwest Gas Holdings, Inc. 

5,672

342,646

 

Hand & Machine Tools — 0.2%

Snap-on, Inc. 

907

231,340

Stanley Black & Decker, Inc. (1)

821

68,619

 

299,959

Healthcare — Products — 1.3%

Avantor, Inc. (2)

7,717

162,674

Baxter International, Inc. 

1,226

46,269

DENTSPLY SIRONA, Inc. 

2

68

GE HealthCare Technologies, Inc. 

2,879

195,887

Hologic, Inc. (2)

165

11,451

Integra LifeSciences Holdings Corp. (2)

1,351

51,595

Lantheus Holdings, Inc. (1)(2)

7,847

545,210

Patterson Companies, Inc. 

14,721

436,331

Shares

Value

Common Stocks — 99.8% (Continued)

Healthcare — Products — 1.3% (Continued)

Revvity, Inc. 

2,687

$297,451

Zimmer Biomet Holdings, Inc. 

697

78,217

 

1,825,153

Healthcare — Services — 2.7%

Amedisys, Inc. (2)

3,543

330,916

Centene Corp. (2)

9,099

626,739

Chemed Corp. 

111

57,687

DaVita, Inc. (2)

5,460

516,134

Elevance Health, Inc. 

901

392,313

HCA Healthcare, Inc. 

183

45,014

Humana, Inc. 

996

484,574

Laboratory Corp. of America Holdings 

1,926

387,222

Molina Healthcare, Inc. (2)

1,472

482,654

UnitedHealth Group, Inc. 

445

224,365

Universal Health Services, Inc. - Class D 

1,323

166,341

 

3,713,959

Home Builders — 1.3%

Cavco Industries, Inc. (2)

658

174,804

Installed Building Products, Inc. (1)

2,300

287,247

LCI Industries (1)

3,682

432,340

Skyline Champion Corp. (1)(2)

6,137

391,050

Thor Industries, Inc. 

4,528

430,749

 

1,716,190

Home Furnishings — 0.5%

Dolby Laboratories, Inc. - Class A 

5,304

420,395

Leggett & Platt, Inc. 

11,718

297,754

 

718,149

Household Products & Wares — 1.2%

Helen of Troy Ltd. (1)(2)

3,936

458,780

Kimberly-Clark Corp. 

3,384

408,956

Spectrum Brands Holdings, Inc. 

7,144

559,732

The Clorox Co. 

1,441

188,858

 

1,616,326

Housewares — 0.5%

Newell Brands, Inc. 

20,202

182,424

The Scotts Miracle-Gro Co. (1)

8,841

456,903

 

639,327

Insurance — 3.4%

American Equity Investment Life Holding Co. 

1,510

80,996

American Financial Group, Inc. 

1,065

118,929


SCHEDULE OF INVESTMENTS at September 30, 2023 (Continued) 

Gotham 1000 Value ETF

20

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

Shares

Value

Common Stocks — 99.8% (Continued)

Insurance — 3.4% (Continued)

American International Group, Inc. 

1,289

$78,113

Axis Capital Holdings Ltd. 

6,547

369,054

CNA Financial Corp. 

336

13,222

Equitable Holdings, Inc. 

17,628

500,459

Essent Group Ltd. 

4,794

226,708

Globe Life, Inc. 

1,326

144,176

Loews Corp. 

9,595

607,459

Manulife Financial Corp. 

721

13,180

Markel Group, Inc. (2)

316

465,307

MGIC Investment Corp. 

30,974

516,956

Reinsurance Group of America, Inc. 

966

140,254

RenaissanceRe Holdings Ltd. 

668

132,211

RLI Corp. (1)

4,705

639,362

Ryan Specialty Holdings, Inc. - Class A (1)(2)

4,151

200,908

Unum Group 

3,269

160,802

W.R. Berkley Corp. 

4,652

295,356

 

4,703,452

Internet — 1.0%

Alphabet, Inc. - Class A (2)

5

654

Booking Holdings, Inc. (2)

32

98,686

CDW Corp. 

729

147,083

eBay, Inc. 

8,547

376,837

F5, Inc. (2)

940

151,472

Gen Digital, Inc. 

17,245

304,892

GoDaddy, Inc. - Class A (2)

622

46,327

Match Group, Inc. (2)

5,802

227,293

Perficient, Inc. (2)

319

18,457

VeriSign, Inc. (2)

184

37,266

 

1,408,967

Iron & Steel — 1.7%

Cleveland-Cliffs, Inc. (1)(2)

24,406

381,466

Commercial Metals Co. 

9,031

446,222

Nucor Corp. 

3,127

488,906

Reliance Steel & Aluminum Co. 

1,605

420,879

Steel Dynamics, Inc. 

5,251

563,012

 

2,300,485

Leisure Time — 1.0%

BRP, Inc. - SVS 

2,013

152,706

Brunswick Corp. 

3,550

280,450

Harley-Davidson, Inc. 

8,593

284,085

Planet Fitness, Inc. - Class A (2)

4,272

210,097

Polaris, Inc. (1)

3,552

369,905

YETI Holdings, Inc. (1)(2)

2,528

121,900

 

1,419,143

Shares

Value

Common Stocks — 99.8% (Continued)

Lodging — 1.2%

Boyd Gaming Corp. 

7,524

$457,685

Choice Hotels International, Inc. (1)

1,587

194,423

Hilton Worldwide Holdings, Inc. 

1,550

232,779

Marriott International, Inc. 

1,857

365,012

MGM Resorts International 

605

22,240

Wyndham Hotels & Resorts, Inc. 

2,992

208,064

Wynn Resorts Ltd. 

1,686

155,803

 

1,636,006

Machinery — Construction & Mining — 0.5%

Caterpillar, Inc. 

1,226

334,698

Terex Corp. 

5,091

293,343

 

628,041

Machinery — Diversified — 1.3%

Applied Industrial
Technologies, Inc. 

1,757

271,650

Crane Co. (1)

6,275

557,471

CSW Industrials, Inc. 

703

123,194

Esab Corp. 

3,907

274,350

Gates Industrial Corp. PLC (2)

34,287

398,072

Ingersoll Rand, Inc. 

627

39,952

Nordson Corp. 

267

59,586

Otis Worldwide Corp. 

201

16,142

 

1,740,417

Media — 2.8%

Cable One, Inc. 

568

349,684

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

559

245,859

Comcast Corp. - Class A 

7,486

331,929

Endeavor Group Holdings, Inc. - Class A 

27,465

546,553

Fox Corp. - Class B 

20,177

629,522

News Corp. - Class A 

3,742

75,065

Nexstar Media Group, Inc. (1)

3,900

559,143

Sirius XM Holdings, Inc. (1)

84,980

384,110

TEGNA, Inc. 

43,047

627,195

The New York Times Co. - Class A 

1,237

50,964

 

3,800,024

Metal Fabricate & Hardware — 1.5%

Advanced Drainage Systems, Inc. (1)

4,326

492,429

Mueller Industries, Inc. (1)

7,445

559,566

The Timken Co. 

2,360

173,436

Valmont Industries, Inc. 

1,823

437,903

Worthington Industries, Inc. 

6,299

389,404

 

2,052,738


SCHEDULE OF INVESTMENTS at September 30, 2023 (Continued)

Gotham 1000 Value ETF

21

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

Shares

Value

Common Stocks — 99.8% (Continued)

Mining — 0.3%

Barrick Gold Corp. 

833

$12,120

Franco-Nevada Corp. 

218

29,101

Freeport-McMoRan, Inc. 

272

10,143

Kinross Gold Corp. 

40,676

185,483

Southern Copper Corp. 

1,618

121,819

 

358,666

Miscellaneous Manufacturers — 1.2%

3M Co. 

291

27,243

A.O. Smith Corp. - Class A 

4,424

292,559

Carlisle Companies, Inc. 

1,688

437,631

Donaldson Co., Inc. 

5,181

308,995

EnPro Industries, Inc. 

635

76,956

General Electric Co. 

3,590

396,874

Illinois Tool Works, Inc. 

233

53,662

Teledyne Technologies, Inc. (2)

77

31,461

 

1,625,381

Oil & Gas — 10.3%

APA Corp. (1)

7,988

328,307

California Resources Corp. (1)

13,445

753,054

Canadian Natural Resources Ltd. (1)

4,465

288,752

Chesapeake Energy Corp. (1)

6,157

530,918

Chevron Corp. 

3,329

561,336

Civitas Resources, Inc. (1)

5,333

431,280

CNX Resources Corp. (1)(2)

12,911

291,530

ConocoPhillips 

4,609

552,158

Coterra Energy, Inc. (1)

19,962

539,972

Crescent Point Energy Corp. 

20,817

172,781

CVR Energy, Inc. (1)

17,309

589,025

Devon Energy Corp. 

3,759

179,304

Enerplus Corp. 

21,025

370,671

EOG Resources, Inc. 

3,888

492,843

EQT Corp. 

14,165

574,816

Exxon Mobil Corp. 

4,593

540,045

Helmerich & Payne, Inc. 

11,930

502,969

HF Sinclair Corp. 

13,395

762,577

Imperial Oil Ltd. 

6,962

428,790

Kosmos Energy Ltd. (2)

1,966

16,082

Magnolia Oil & Gas Corp. - Class A 

6,854

157,025

Marathon Petroleum Corp. 

4,069

615,802

Murphy Oil Corp. (1)

8,798

398,989

Occidental Petroleum Corp. (1)

8,252

535,390

Ovintiv, Inc. 

2,250

107,033

Patterson-UTI Energy, Inc. 

29,298

405,484

Phillips 66 

4,845

582,127

Shares

Value

Common Stocks — 99.8% (Continued)

Oil & Gas — 10.3% (Continued)

Pioneer Natural Resources Co. 

1,349

$309,663

Range Resources Corp. (1)

19,200

622,272

Southwestern Energy Co. (2)

76,940

496,263

Suncor Energy, Inc. 

4,857

166,984

Valero Energy Corp. (1)

4,314

611,337

Weatherford International PLC (2)

1,712

154,645

 

14,070,224

Oil & Gas Services — 0.7%

Baker Hughes Co. 

5,334

188,397

ChampionX Corp. 

11,314

403,005

Liberty Energy, Inc. 

18,290

338,731

TechnipFMC PLC (1)

93

1,891

 

932,024

Packaging & Containers — 1.4%

Amcor PLC 

22,973

210,433

AptarGroup, Inc. 

158

19,756

Berry Global Group, Inc. 

6,644

411,330

Graphic Packaging Holding Co. 

13,561

302,139

Greif, Inc. - Class A 

4,418

295,167

Packaging Corp of America 

2,364

362,992

Sonoco Products Co. 

6,595

358,438

 

1,960,255

Pharmaceuticals — 3.2%

AbbVie, Inc. 

2,496

372,054

BellRing Brands, Inc. (2)

62

2,556

Bristol-Myers Squibb Co. 

5,924

343,829

Cardinal Health, Inc. 

959

83,260

Cencora, Inc. 

621

111,761

CVS Health Corp. 

7,626

532,447

Harmony Biosciences
Holdings, Inc.
(1)(2)

2,819

92,379

Jazz Pharmaceuticals PLC (2)

3,731

482,941

Johnson & Johnson 

1,772

275,989

McKesson Corp. 

300

130,455

Merck & Co., Inc. 

929

95,641

Option Care Health, Inc. (2)

5,390

174,366

Organon & Co. 

2,747

47,688

Pfizer, Inc. 

15,615

517,950

Prestige Consumer Healthcare, Inc. (2)

4,549

260,157

The Cigna Group 

1,247

356,729

Viatris, Inc. 

42,139

415,491

 

4,295,693


SCHEDULE OF INVESTMENTS at September 30, 2023 (Continued)

Gotham 1000 Value ETF

22

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

SCHEDULE OF INVESTMENTS at September 30, 2023 (Continued)

Shares

Value

Common Stocks — 99.8% (Continued)

Pipelines — 0.9%

Cheniere Energy, Inc. 

4,198

$696,700

Enbridge, Inc. 

6,946

230,538

Equitrans Midstream Corp. 

3,455

32,373

Kinder Morgan, Inc. 

10,334

171,338

ONEOK, Inc. 

2,491

158,004

 

1,288,953

Real Estate — 0.1%

Howard Hughes Holdings, Inc. (2)

1,224

90,735

 

Retail — 7.8%

Abercrombie & Fitch Co. (1)(2)

5,111

288,107

Academy Sports &
Outdoors, Inc.
(1)

6,566

310,375

American Eagle Outfitters, Inc. 

27,600

458,436

Asbury Automotive Group, Inc. (2)

1,928

443,575

AutoNation, Inc. (1)(2)

3,299

499,469

AutoZone, Inc. (1)(2)

77

195,579

Beacon Roofing Supply, Inc. (2)

6,698

516,885

Best Buy Co., Inc. 

4,321

300,180

BJ’s Wholesale Club Holdings, Inc. (2)

2,231

159,226

CarMax, Inc. (1)(2)

4,118

291,266

Casey’s General Stores, Inc. 

52

14,119

Dick’s Sporting Goods, Inc. (1)

3,048

330,952

Dillard’s, Inc. - Class B (1)

1,221

403,919

Domino’s Pizza, Inc. 

635

240,532

FirstCash Holdings, Inc. 

1,165

116,943

GMS, Inc. (2)

5,916

378,446

Group 1 Automotive, Inc. (1)

887

238,346

Kohl’s Corp. 

6,769

141,878

Lithia Motors, Inc. - Class B (1)

2,022

597,157

Lowe’s Companies, Inc. 

1,592

330,881

Macy’s, Inc. (1)

14,385

167,010

McDonald’s Corp. 

191

50,317

MSC Industrial Direct Co., Inc. - Class A 

6,199

608,432

Murphy USA, Inc. (1)

1,553

530,707

Nordstrom, Inc. (1)

26,772

399,974

Ollie’s Bargain Outlet
Holdings, Inc.
(1)(2)

1,403

108,283

O’Reilly Automotive, Inc. (2)

2

1,818

Penske Automotive Group, Inc. (1)

669

111,763

Restaurant Brands
International, Inc.
(1)

2,778

185,070

RH (2)

386

102,043

The Gap, Inc. (1)

54,674

581,185

Shares

Value

Common Stocks — 99.8% (Continued)

Retail — 7.8% (Continued)

The Home Depot, Inc. 

992

$299,743

The TJX Companies, Inc. 

1,094

97,235

The Wendy’s Co. 

13,105

267,473

Ulta Beauty, Inc. (2)

681

272,025

Williams-Sonoma, Inc. (1)

2,813

437,140

Yum! Brands, Inc. 

1,047

130,812

 

10,607,301

Savings & Loans — 0.2%

New York Community
Bancorp, Inc. 

73

828

Pacific Premier Bancorp, Inc. 

9,507

206,872

 

207,700

Semiconductors — 1.6%

Applied Materials, Inc. 

2,272

314,559

Broadcom, Inc. 

3

2,492

Diodes, Inc. (2)

4,750

374,490

IPG Photonics Corp. (2)

2,685

272,635

KLA Corp. 

414

189,885

Lam Research Corp. 

378

236,919

Microchip Technology, Inc. 

3,226

251,789

NXP Semiconductors NV 

177

35,386

ON Semiconductor Corp. (1)(2)

13

1,208

Qorvo, Inc. (2)

90

8,592

QUALCOMM, Inc. 

546

60,639

Skyworks Solutions, Inc. 

4,071

401,360

Teradyne, Inc. (1)

50

5,023

Texas Instruments, Inc. 

20

3,180

 

2,158,157

Software — 1.2%

Broadridge Financial Solutions, Inc. 

126

22,560

Concentrix Corp. 

6,560

525,522

Dropbox, Inc. - Class A (2)

3,370

91,765

Electronic Arts, Inc. 

2,087

251,275

Paychex, Inc. 

1,027

118,444

Salesforce, Inc. (2)

931

188,788

SS&C Technologies Holdings, Inc. 

6,718

352,964

Teradata Corp. (2)

107

4,817

Verra Mobility Corp. (2)

1,229

22,982

 

1,579,117

Telecommunications — 1.4%

AT&T, Inc. 

26,609

399,667

Cisco Systems, Inc. 

6,354

341,591

Extreme Networks, Inc. (2)

795

19,247

Juniper Networks, Inc. 

11,767

327,005


Gotham 1000 Value ETF

23

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

Shares

Value

Common Stocks — 99.8% (Continued)

Telecommunications — 1.4% (Continued)

T-Mobile US, Inc. 

3,272

$458,244

Verizon Communications, Inc. 

17,383

563,383

 

2,109,137

Toys, Games & Hobbies — 0.1%

Hasbro, Inc. 

946

62,569

Mattel, Inc. (2)

613

13,504

 

76,073

Transportation — 3.8%

C.H. Robinson Worldwide, Inc. 

7,046

606,872

Canadian National Railway Co. 

1,527

165,420

CSX Corp. 

9,805

301,504

Expeditors International of Washington, Inc. 

5,074

581,633

FedEx Corp. 

793

210,081

Forward Air Corp. 

4,057

278,878

Hub Group, Inc. - Class A (2)

6,226

488,990

Knight-Swift Transportation Holdings, Inc. 

1,837

92,125

Landstar System, Inc. 

2,921

516,842

Matson, Inc. 

5,981

530,634

Norfolk Southern Corp. 

1,045

205,792

TFI International, Inc. 

4,216

541,377

Union Pacific Corp. 

890

181,231

United Parcel Service, Inc. - Class B 

1,915

298,491

XPO, Inc. (1)(2)

3,006

224,428

 

5,224,298

Total Common Stocks

 

(Cost $132,848,846)

136,069,247

 

Short-Term Investments — 0.2%

 

Money Market Funds — 0.2%

First American Government Obligations Fund, Class X, 5.261% (3)

209,917

209,917

 

Total Short-Term Investments

 

(Cost $209,917)

209,917

 

Shares

Value

Investments Purchased with Collateral
from Securities Lending — 17.4%

Mount Vernon Liquid Assets Portfolio, LLC, 5.580% (3)

23,745,850

$23,745,850

Total Investments Purchased with
Collateral from Securities Lending

 

(Cost $23,745,850)

23,745,850

 

Total Investments in Securities — 117.4%

(Cost $156,804,613)

160,025,014

Liabilities in Excess of Other Assets — (17.4)%

(23,672,013

)

Total Net Assets — 100.0%

$136,353,001

SVSSubordinate Voting Shares

(1)This security or a portion of this security was out on loan as of September 30, 2023. Total loaned securities had a value of $23,045,287 or 16.9% of net assets as of September 30, 2023. 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, 2023.

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


SCHEDULE OF INVESTMENTS at September 30, 2023 (Continued)

Gotham ETFs

24

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

STATEMENTS OF ASSETS AND LIABILITIES at September 30, 2023

 

 

Gotham
Enhanced 500
ETF

 

Gotham
1000 Value
ETF

 

 

Assets:

Investments in securities, at value (Cost $294,224,462 and $156,804,613, respectively) (Note 2)

$299,879,908

(1)

$160,025,014

(2)

Cash

182

223,747

Receivables:

Investment securities sold

3,468,059

3,181,538

Dividends and interest receivable

247,342

146,863

Securities lending income, net (Note 5)

1,473

6,824

Total assets

303,596,964

163,583,986

 

Liabilities:

Collateral received for securities loaned (Note 5)

6,470,612

23,745,850

Payables:

Investment securities purchased

3,512,053

1,410,822

Fund shares redeemed

2,016,640

Management fees (Note 4)

124,124

57,673

Total liabilities

10,106,789

27,230,985

Net Assets

$293,490,175

$136,353,001

 

Components of Net Assets:

Paid-in capital

$308,481,806

$134,158,742

Total distributable (accumulated) earnings (losses)

(14,991,631

)

2,194,259

Net assets

$293,490,175

$136,353,001

Net Asset Value (unlimited shares authorized): 

Net assets

$293,490,175

$136,353,001

Shares of beneficial interest issued and outstanding

12,375,000

6,800,000

Net asset value

$23.72

$20.05

(1)Includes loaned securities with a value of $6,314,257.

(2)Includes loaned securities with a value of $23,045,287.

Gotham ETFs

25

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

 

 

Gotham
Enhanced 500
ETF

 

Gotham
1000 Value
ETF

 

 

Investment Income:

Dividend income (net of witholding tax of $2,348 and $39,915, respectively

$5,197,016

$2,474,229

Securities lending income, net (Note 5)

27,135

66,510

Interest income

17,336

6,832

Total investment income

5,241,487

2,547,571

 

Expenses:

Management fees (Note 4)

1,876,747

725,146

Total expenses

1,876,747

725,146

Less: Management fee waiver (Note 4)

(433,095

)

(167,341

)

Net expenses

1,443,652

557,805

Net investment income (loss)

3,797,835

1,989,766

 

Realized and Unrealized Gain (Loss):

Net realized gain (loss):

Investments

1,696,811

2,212,161

Foreign currency transactions

(54

)

Change in net unrealized appreciation/depreciation on:

Investments

49,766,835

6,866,544

Net realized and unrealized gain (loss) on investments

51,463,646

9,078,651

Net increase (decrease) in net assets resulting from operations

$55,261,481

$11,068,417

STATEMENTS OF OPERATIONS  For the Year Ended September 30, 2023

Gotham Enhanced 500 ETF

26

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

 

 

Year Ended
September 30,
2023

 

Year Ended
September 30,
2022

 

 

Increase (Decrease) in Net Assets From:

 

Operations:

Net investment income (loss)

$3,797,835

$2,778,084

Net realized gain (loss)

1,696,811

(9,445,576

)

Change in net unrealized appreciation/depreciation

49,766,835

(44,142,309

)

Net increase (decrease) in net assets resulting from operations

55,261,481

(50,809,801

)

 

Distributions to Shareholders:

Net distributions to shareholders

(3,481,219

)

(616,760

)

 

Capital Share Transactions:

Net increase (decrease) in net assets derived from net change in outstanding shares(1)

(20,553,987

)

225,891,940

Total increase (decrease) in net assets

31,226,275

174,465,379

 

Net Assets:

Beginning of year

262,263,900

87,798,521

End of year

$293,490,175

$262,263,900

(1)Summary of share transactions is as follows:

Year Ended
September 30, 2023

 

Year Ended
September 30, 2022

Shares

Value

Shares

Value

Shares sold

1,400,000

$33,201,310

9,525,000

$225,891,940

Shares redeemed

(2,350,000

)

(53,755,310

)

Variable fees

 

13

 

Net increase (decrease)

(950,000

)

$(20,553,987

)

9,525,000

$225,891,940

STATEMENTS OF CHANGES IN NET ASSETS

Gotham 1000 Value ETF

27

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

STATEMENTS OF CHANGES IN NET ASSETS

 

 

Year Ended
September 30,
2023

 

Period Ended
September 30,
2022
(1)

 

 

Increase (Decrease) in Net Assets From:

 

Operations:

Net investment income (loss)

$1,989,766

$147,651

Net realized gain (loss)

2,212,107

(316,005

)

Change in net unrealized appreciation/depreciation

6,866,544

(3,646,140

)

Net increase (decrease) in net assets resulting from operations

11,068,417

(3,814,494

)

 

Distributions to Shareholders:

Net distributions to shareholders

(432,542

)

 

Capital Share Transactions:

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

92,348,935

37,182,685

Total increase (decrease) in net assets

102,984,810

33,368,191

 

Net Assets:

Beginning of year/period

33,368,191

End of year/period

$136,353,001

$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:

Year Ended
September 30, 2023

Period Ended
September 30, 2022
(1)

Shares

Value

Shares

Value

Shares sold

5,750,000

$111,175,695

2,000,000

$37,182,555

Shares redeemed

(950,000

)

(18,826,760

)

Variable fees

130

Net increase (decrease)

4,800,000

$92,348,935

2,000,000

$37,182,685

Gotham Enhanced 500 ETF

28

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

 

 

Year Ended
September 30, 2023

 

Year Ended
September 30, 2022

 

Period Ended
September 30, 2021
(1)

 

 

Net asset value, beginning of year/period

$19.68

$23.10

$20.00

 

Income (Loss) from Investment Operations:

Net investment income (loss)(2)

0.30

0.28

0.19

Net realized and unrealized gain (loss) on investments(3)

4.00

(3.64

)

2.91

Total from investment operations

4.30

(3.36

)

3.10

 

Less Distributions:

From net investment income

(0.26

)

(0.06

)

Total distributions

(0.26

)

(0.06

)

Net asset value, end of year/period

$23.72

$19.68

$23.10

Total Return(5)

22.01

%

(14.62

)%

15.53

%(4)

 

Rations/ Supplemental Data:

Net assets, end of period/year (millions)

$293.5

$262.3

$87.8

Portfolio turnover rate(6)

134%

59

%

36%

(4)

Ratio of expenses to average net assets

Before management fees waived

0.65%

0.65

%

0.65%

(7)

After management fees waived

0.50%

0.50

%

0.50%

(7)

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

Before management fees waived

1.17%

1.05

%

0.92%

(7)

After management fees waived

1.32%

1.20

%

1.07%

(7)

(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)Net realized and unrealized gain (loss) per share in the caption are balancing amounts necessary to reconcile the change in the net asset value per share for the period, and may not reconcile with the aggregate gain (loss) in the Statement of Operations due to share transactions for the period.

(4)Not annualized.

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

(6)Excludes the impact of in-kind transactions.

(7)Annualized.

FINANCIAL HIGHLIGHTS

Gotham 1000 Value ETF

29

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

FINANCIAL HIGHLIGHTS

 

 

Year Ended
September 30, 2023

 

Period Ended
September 30,
2022
(1)

 

 

Net asset value, beginning of year/period

$16.68

$20.00

 

Income (Loss) from Investment Operations:

Net investment income (loss)(2)

0.35

0.13

Net realized and unrealized gain (loss) on investments(3)

3.20

(3.45

)

Total from investment operations

3.55

(3.32

)

 

Less Distributions:

From net investment income

(0.18

)

Total distributions

(0.18

)

Net asset value, end of year/period

$20.05

$16.68

Total Return(5)

21.37

%

(16.58

)%(4)

 

Rations/ Supplemental Data:

Net assets, end of period (millions)

$136.4

$33.4

Portfolio turnover rate(6)

155

%

52

%(4)

Ratio of expenses to average net assets

Before management fees waived

0.65

%

0.65

%(7)

After management fees waived

0.50

%

0.50

%(7)

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

Before management fees waived

1.63

%

2.07

%(7)

After management fees waived

1.78

%

2.22

%(7)

(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)Net realized and unrealized gain (loss) per share in the caption are balancing amounts necessary to reconcile the change in the net asset value per share for the period, and may not reconcile with the aggregate gain (loss) in the Statement of Operations due to share transactions for the period.

(4)Not annualized.

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

(6)Excludes the impact of in-kind transactions.

(7)Annualized.

Gotham ETFs

30

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. The Trust is governed by the Board of Trustees (the “Board”). Tidal Investments LLC (f/k/a Toroso Investments, LLC) (“Tidal Investments” or the “Adviser”), a Tidal Financial Group company, serves as investment adviser to the Funds and Gotham Asset Management, LLC (“Gotham” or the “Sub-Adviser”) serves as investment sub-adviser to the Funds. Each Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting 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 Funds are 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.

Under Rule 2a-5 of the 1940 Act, a fair value will be determined for securities for which quotations are not readily available by the Valuation Designee (as defined in Rule 2a-5) in accordance with the Pricing and Valuation Policy and Fair Value Procedures, as applicable, of the Adviser, subject to oversight by the Board. When a security is “fair valued,” consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors set forth in the Adviser’s Pricing and Valuation Policy and Fair Value Procedures, as applicable. Fair value pricing is an inherently subjective process, and no single standard exists for determining fair value. Different funds could reasonably arrive at different values for the same security. The use of fair value pricing by a Fund may cause the net asset value (“NAV”) of its shares to differ significantly from the NAV that would be calculated without regard to such considerations.

As described above, the Funds utilize various methods to measure the fair value of their 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.

NOTES TO FINANCIAL STATEMENTS September 30, 2023

Gotham ETFs

31

NOTES TO FINANCIAL STATEMENTS September 30, 2023 (Continued)

Level 3 –

Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Funds’ own assumptions about the assumptions a market participant would use in valuing the asset or liability and would be based on the best information available.

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

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The following is a summary of the inputs used to value each Fund’s investments as of September 30, 2023:

Gotham Enhanced 500 ETF

Investments in Securities

Investments
Measured at
Net Asset Value

Level 1

Level 2

Level 3

Total

Common Stocks (1)

$

$292,956,452

$

$

$292,956,452

Short-Term Investments

452,844

452,844

Investments Purchased With Collateral From Securities Lending (2)

6,470,612

6,470,612

Total Investments in Securities

$6,470,612

$293,409,296

$

$

$299,879,908

Gotham 1000 Value ETF

Investments in Securities

Investments
Measured at
Net Asset Value

Level 1

Level 2

Level 3

Total

Common Stocks (1)

$

$136,069,247

$

$

$136,069,247

Short-Term Investments

209,917

209,917

Investments Purchased With Collateral From Securities Lending (2)

23,745,850

23,745,850

Total Investments in Securities

$23,745,850

$136,279,164

$

$

$160,025,014

(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.

Gotham ETFs

32

NOTES TO FINANCIAL STATEMENTS September 30, 2023 (Continued)

As of September 30, 2023, 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 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 of a Fund (“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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

G.Share Valuation. The NAV per share of each Fund is calculated by dividing the sum of the value of the securities held by each Fund, plus cash or other assets, minus all liabilities by the total number of shares outstanding for each Fund, rounded to the nearest cent. Each Fund’s 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.

Gotham ETFs

33

NOTES TO FINANCIAL STATEMENTS September 30, 2023 (Continued)

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, the 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 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. Management is currently evaluating the impact, if any, of these amendments on the financial statements.

In December 2022, the FASB issued an Accounting Standards Update, ASU 2022- 06, Reference Rate Reform (Topic 848) – Deferral of the Sunset Date of Topic 848 (“ASU 2022-06). ASU 2022-06 is an amendment to ASU 2020-04, which provided optional guidance to ease the potential accounting burden due to the discontinuation of the LIBOR and other interbank-offered based reference rates and which was effective as of March 12, 2020 through December 31, 2022. ASU 2022-06 extends the effective period through December 31, 2024. The Funds are currently evaluating the impact, if any, of applying ASU 2022-06.

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 year September 30, 2023, the following table shows the reclassifications made.

Paid-In Capital

Total Distributable (Accumulated) Earnings (Losses)

Gotham Enhanced 500 ETF

$15,513,368

$(15,513,368)

Gotham 1000 Value ETF

$4,627,122

$(4,627,122)

During the year ended September 30, 2023, the Gotham Enhanced 500 ETF realized $15,513,368, and the Gotham 1000 Value ETF realized $4,627,122, in net capital gains resulting from in-kind redemptions, in which Authorized Participants exchange Fund shares for securities held by the Funds rather than for cash. Because such losses are not taxable to the Funds, and are not distributed to shareholders, they have been reclassified from accumulated gains to paid-in capital.

L.Other Regulatory Matters. In October 2022, the Securities and Exchange Commission (the “SEC”) adopted a final rule relating to Tailored Shareholder Reports for Mutual Funds and Exchange-Traded Funds; Fee information in Investment Company Advertisements. The rule and form amendments will, among other things, require the funds to transmit concise and visually engaging shareholder reports that highlight key information. The amendments will require that funds tag information in a structured data format and that certain more in-depth information be made available online and available for delivery free of charge to investors on request. The amendments became effective January 24, 2023. There is an 18-month transition period after the effective date of the amendment.

Note 3 – Principal Investment Risks

A.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

Gotham ETFs

34

NOTES TO FINANCIAL STATEMENTS September 30, 2023 (Continued)

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.

B.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.

C.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.

D.Database Error Risk. The investment strategies used by 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.

E.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.

F.High Portfolio Turnover Risk. The Funds 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 each Fund’s expenses. Frequent trading may also cause adverse tax consequences for investors in the Funds due to an increase in short-term capital gains.

G.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.

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.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.

J.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

Gotham ETFs

35

NOTES TO FINANCIAL STATEMENTS September 30, 2023 (Continued)

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.

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.

Note 4 – Commitments and Other Related Party Transactions

The Adviser serves as investment adviser to the Funds pursuant to an investment advisory agreement between the Adviser and the Trust, on behalf of the Funds (the “Advisory Agreement”), and, pursuant to the Advisory Agreement, provides investment advice to the Funds and oversees the day-to-day operations of the Funds, subject to oversight of the Board. The Adviser provides oversight of the Sub-Adviser (defined below) 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, subject to supervision of the Board.

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 and the Gotham 1000 Value ETF to 0.50% until at least January 31, 2025 (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 year ended September 30, 2023 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.

The Sub-Adviser 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.

Gotham ETFs

36

NOTES TO FINANCIAL STATEMENTS September 30, 2023 (Continued)

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 the Funds’ administrator and an affiliate of the Adviser. For assuming the payment obligations for the Funds, the Adviser has agreed to pay the Sub-Adviser the profits, if any, generated by the each Fund’s Management Fee.

Tidal ETF Services LLC (“Tidal”), a Tidal Financial Group company and an affiliate of the Adviser, serves as the Funds’ administrator and, in that capacity, performs various administrative and management services for the Funds. Tidal coordinates the payment of Fund-related expenses and manages the Trust’s relationships with its various service providers.

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 for each of the Funds.

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

Certain officers and a trustee of the Trust are affiliated with the Adviser. Neither of the affiliated trustee or the Trust’s officers receive compensation from the Funds.

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 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 Funds. The Funds receive 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 Funds continue 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 Funds. The Funds have the right under the terms of the securities lending agreements to recall the securities from the borrower on demand.

As of September 30, 2023, 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

$6,314,257

$6,470,612

2.2%

Gotham 1000 Value ETF

23,045,287

23,745,850

16.9%

As of September 30, 2023, the Funds 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 Funds 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 Funds bear the risk of loss associated with the investment of cash collateral received.

During the year ended September 30, 2023, the Funds 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 each Fund’s Schedules of Investments. Securities lending income is disclosed in the Funds’ Statements of Operations.

The Funds are not subject to a master netting agreement with respect to Funds’ participation in securities lending; therefore, no additional disclosures regarding netting arrangements are required.

Gotham ETFs

37

NOTES TO FINANCIAL STATEMENTS September 30, 2023 (Continued)

Note 6 – Purchase and Sales of Securities

For the year ended September 30, 2023, 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

$388,866,718

$386,027,800

Gotham 1000 Value ETF

174,012,916

169,837,471

For the year ended September 30, 2023, there were no purchases or sales of long-term U.S. government securities.

For the year ended September 30, 2023, in-kind transactions associated with creations and redemptions for the Funds were as follows:

Fund

Purchases

Sales

Gotham Enhanced 500 ETF

$30,486,400

$53,444,974

Gotham 1000 Value ETF

108,052,852

18,405,573

Note 7 – Income Taxes And Distributions To Shareholders

The tax character of distributions paid during the year ended September 30, 2023 and the periods ended September 30, 2022 were as follows:

Fund

Distributions
paid from:

September 30,
2023

September 30,
2022

Gotham Enhanced 500 ETF

Ordinary income

$3,481,219

$614,820

Gotham Enhanced 500 ETF

Capital Gains

1,940

Gotham 1000 Value ETF

Ordinary income

429,999

Gotham 1000 Value ETF

Capital Gains

2,543

As of September 30, 2023, the components of the distributable (accumulated) earnings (losses) on a tax basis were as follows:

Gotham
Enhanced 500 ETF

Gotham
1000 Value ETF

Cost of investments (1)

$303,105,121

$158,690,930

Gross tax unrealized appreciation

21,788,093

10,504,612

Gross tax unrealized depreciation

(25,013,306

)

(9,170,524

)

Net tax unrealized appreciation (depreciation)

(3,225,213

)

1,334,088

Undistributed ordinary income (loss)

2,759,253

1,827,933

Undistributed long-term capital gain (loss)

Total distributable earnings

2,759,253

1,827,933

Other accumulated gain (loss)

(14,525,671

)

(967,762

)

Total accumulated gain (loss)

(14,991,631

)

2,194,259

(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 (post-October losses) and net investment losses incurred after December 31 (late year losses), and within the taxable year, may be elected to be deferred to the first business day of each Fund’s next taxable year. As of September 30, 2023, the Funds have not elected to defer any post-October or late year losses. As of September 30, 2023, the Gotham Enhanced 500 ETF had short-term and long-term capital loss carryovers of $(8,693,476) and $(5,832,195), and the Gotham 1000 Value ETF had short-term and long-term capital loss carryovers of $(967,762) and $-, respectively, which do not expire.

Gotham ETFs

38

NOTES TO FINANCIAL STATEMENTS September 30, 2023 (Continued)

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% 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.

Note 9 – Recent Market Events

U.S. and international markets have experienced and may continue to experience significant periods of volatility in recent years and months due to a number of economic, political and global macro factors including rising inflation, uncertainty regarding central banks’ interest rate increases, the possibility of a national or global recession, trade tensions, political events, the war between Russia and Ukraine and the impact of the coronavirus (COVID-19) global pandemic. The global recovery from COVID-19 may last for an extended period of time. As a result of continuing political tensions and armed conflicts, including the war between Ukraine and Russia, the U.S. and the European Union imposed sanctions on certain Russian individuals and companies, including certain financial institutions, and have limited certain exports and imports to and from Russia. The war has contributed to recent market volatility and may continue to do so.These developments, as well as other events, could result in further market volatility and negatively affect financial asset prices, the liquidity of certain securities and the normal operations of securities exchanges and other markets, despite government efforts to address market disruptions. 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. The Funds have determined that there are no subsequent events that would need to be disclosed in the Funds’ financial statements.

Gotham ETFs

39

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, 2023, 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, 2023, 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, 2023

For each of the two years ended September 30, 2023

For each of the two years ended September 30, 2023 and for the period December 28, 2020 (commencement of operations) to September 30, 2021

Gotham 1000 Value ETF

For the year ended
September 30, 2023

For the year ended September 30, 2023 and for the period June 7, 2022 (commencement of operations) to September 30, 2022

For the year ended September 30, 2023 and 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, 2023 by correspondence with the custodian and brokers or through other appropriate auditing procedures when replies from brokers were unable to be obtained. We believe that our audits provide a reasonable basis for our opinion.

TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania
November
29, 2023

Gotham ETFs

40

As a shareholder of the Funds, you incur two types of costs: (1) transaction costs, including brokerage commissions paid on purchases and sales of the Funds’ 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 Fund and to compare these costs with the ongoing costs of investing in other funds. The 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 April 1, 2023 to September 30, 2023.

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, 2023

Ending
Account Value
September 30, 2023

Expenses Paid
During the Period
April 1, 2023 –
September 30, 2023
(1)

Actual

$1,000.00

$1,056.40

$2.58

Hypothetical (5% annual return before expenses)

$1,000.00

$1,022.56

$2.54

(1)Expenses are equal to the Fund’s annualized net 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
April 1, 2023

Ending
Account Value
September 30, 2023

Expenses Paid
During the Period
April 1, 2023 –
September 30, 2023
(1)

Actual

$1,000.00

$1,058.60

$2.58

Hypothetical (5% annual return before expenses)

$1,000.00

$1,022.56

$2.54

(1)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 183/365 (to reflect the most recent six-month period).

EXPENSE EXAMPLES For the Six-Months Ended September 30, 2023 (Unaudited)

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
(3)

 

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 to 2018).

42

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 to 2018).

42

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 to 2019), Credijusto (financial technology company).

42

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, and Chairman

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

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

42

Trustee, Tidal Trust II (32 series) (since 2022);

Independent Director,

Muzinich BDC, Inc.

(since 2019); Trustee,

Professionally

Managed Portfolios

(27 series) (since

2011); Interested

Trustee, Direxion

Funds, Direxion

Shares ETF Trust,

and Direxion

Insurance Trust

(2014–2018).

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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
(3)

 

Other Directorships
Held by Trustee
During Past 5 Years

Executive Officers

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

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

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 and AML Compliance Officer

AML Compliance Officer since 2023, Indefinite term; Chief Compliance Officer since 2021, Indefinite term

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

Not Applicable

Not
Applicable

Ally L. Mueller

c/o Tidal ETF Services, LLC

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

Born: 1979

Vice President

Indefinite term; since 2023

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

Not Applicable

Not
Applicable

Lissa M. Richter

c/o Tidal ETF Services, LLC

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

Born: 1979

Secretary

Indefinite term; since 2023

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

Not Applicable

Not
Applicable

Melissa Breitzman

c/o Tidal ETF Services, LLC

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

Born: 1983

Assistant Treasurer

Indefinite term; since 2023

Fund Administration Manager, Tidal ETF Services LLC (since 2023); Assistant Vice President, U.S Bancorp Fund Services, LLC (2005 to 2023).

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 Chief Executive Officer of Tidal ETF Services LLC, a Tidal Financial Group company and an affiliate of the Adviser.

(3)The Trust, as of the date of this shareholder report, offers for sale to the public 36 of the 42 funds registered with the SEC.

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 at a meeting held on September 19, 2023 to consider the renewal of the Investment Advisory Agreement (the “Advisory Agreement”) between the Trust, on behalf of the Gotham Enhanced 500 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 renewal of the Advisory Agreement. The materials provided contained information with respect to the factors enumerated below, including a copy of the Advisory Agreement, a memorandum prepared by outside legal counsel to the Trust and Independent Trustees discussing in detail the Trustees’ fiduciary obligations and the factors they should assess in considering the renewal of the Advisory Agreement, due diligence materials relating to the Adviser (including the due diligence response completed by the Adviser with respect to a specific request letter from outside legal counsel to the Trust and Independent Trustees, the Adviser’s Form ADV, select ownership, organizational, financial and insurance information for the Adviser, biographical information of the Adviser’s key management and compliance personnel, detailed comparative information regarding the unitary advisory fee for the Fund, and information regarding the Adviser’s compliance program) and other pertinent information. Based on their evaluation of the information provided, the Trustees, by a unanimous vote (including a separate vote of the Trustees who are not “interested persons,” as that term is defined in the Investment Company Act of 1940, as amended (the “Independent Trustees”)), approved the renewal of the Advisory Agreement for an additional one-year term.

Discussion of Factors Considered

In considering the renewal of the Advisory Agreement and reaching their conclusions, the Trustees reviewed and analyzed various factors that they determined were relevant, including the factors enumerated below.

1.Nature, Extent and Quality of Services Provided. The Board considered the nature, extent and quality of the Adviser’s overall services provided to the Fund as well as its specific responsibilities in all aspects of day-to-day investment management of the Fund, including trade execution and recommendations with respect to the hiring, termination, or replacement of sub-advisers to the Fund. The Board considered the qualifications, experience and responsibilities of the Adviser’s investment management team, including Michael Venuto and Charles Ragauss, who each serve as a portfolio manager to the Fund, as well as the responsibilities of other key personnel of the Adviser involved in the daytoday activities of the Fund. The Board reviewed due diligence information provided by the Adviser, including information regarding the Adviser’s compliance program, its compliance personnel and compliance record, as well as the Adviser’s cybersecurity program and business continuity plan. The Board noted that the Adviser does not manage any other accounts that utilize a strategy similar to that employed by the Fund.

The Board also considered other services provided to the Fund, such as monitoring adherence to the Fund’s investment strategy and restrictions, oversight of Gotham Asset Management, LLC (“Gotham” or the “Sub-Adviser”), the Fund’s sub-adviser, and other service providers to the Fund, monitoring compliance with various Fund policies and procedures and with applicable securities regulations, and monitoring the extent to which the Fund achieves its investment objective as an actively-managed ETF. The Board noted that the Adviser is responsible for trade execution for the Fund and the Sub-Adviser is responsible for portfolio investment decisions for the Fund, subject to the supervision of the Adviser. The Board also noted that, during the review period, the Fund changed its principal investment strategy to reflect that the Fund is rebalanced daily by the Sub-Adviser.

The Board concluded that the Adviser had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the Advisory Agreement and managing the Fund and that the nature, overall quality and extent of the management services provided to the Fund, as well as the Adviser’s compliance program, were satisfactory.

2.Investment Performance of the Fund and the Adviser. The Board considered the investment performance of the Fund and the Adviser. The Board also considered the Fund’s performance against its benchmark index and peer group. The Board also considered that because the portfolio investment decision-making for the Fund is performed by the Sub-Adviser, the Fund’s performance is not the direct result of investment decisions made by the Adviser.

The Board discussed the performance of the Fund on an absolute basis, in comparison to its benchmark index (the S&P 500 TR Index), and in comparison to a peer group of funds based on comparative information prepared by Fund Services utilizing data provided by Morningstar Direct (a peer group of U.S. large blend funds) (the “Morningstar Peer Group”). The Board noted that the Fund slightly underperformed the S&P 500 TR Index for the year-to-date, one-year and since inception periods ended June 30, 2023. The Board also noted that the Fund had outperformed the Morningstar Peer Group average over the year-to-date and one-year periods ended July 31, 2023.

Gotham ETFs

44

After considering all of the information the Board concluded that the performance of the Fund was satisfactory under current market conditions and that the Adviser has the necessary expertise and resources in providing investment advisory services in accordance with the Fund’s investment objective and strategies. Although past performance is not a guarantee or indication of future results, the Board determined that the Fund and its shareholders were likely to benefit from the Adviser’s continued management.

3.Cost of Services Provided and Profits Realized by the Adviser. The Board considered the cost of services and the structure of the Adviser’s advisory fee, including a review of comparative expenses, expense components and peer group selection. The Board took into consideration that the advisory fee for the Fund was a “unitary fee,” meaning that the Fund pays no expenses other than the advisory fee and certain other costs such as interest, brokerage, and extraordinary expenses and, to the extent it is implemented, fees pursuant to the Fund’s Rule 12b1 Plan. The Board noted that the Adviser continues to be responsible for compensating the Fund’s other service providers and paying the Fund’s other expenses out of its own fees and resources, subject to the Sub-Adviser’s contractual agreement to assume such obligation in exchange for the profits, if any, generated by the Fund’s unitary fee. The Board also noted that the Adviser has contractually agreed 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 also considered the overall profitability of the Adviser and examined the level of profits accrued to the Adviser from the fees payable under the Advisory Agreement. The Board considered that the Fund’s advisory fee of 0.65% was above the Morningstar Peer Group average of 0.52% and that the Fund’s net expense ratio of 0.50% was below the Morningstar Peer Group average of 0.52%.

The Board concluded that the Fund’s expense ratio and the advisory fee were fair and reasonable in light of the comparative performance, advisory fee and expense information and the investment management services provided to the Fund by the Adviser given the nature of the Fund’s investment strategy. The Board also evaluated, based on a profitability analysis prepared by the Adviser, the fees received by the Adviser and its affiliates from their relationship with the Fund, and concluded that the fees had not been, and currently were not, excessive, and while the Fund was not yet profitable to the Adviser, 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 compared the Fund’s expenses relative to its Morningstar Peer Group and discussed realized and potential economies of scale. The Board considered the potential economies of scale that the Fund might realize under the structure of the advisory fee. The Board noted that the advisory fee did not contain any breakpoint reductions as the Fund’s assets grow in size, but that the Adviser would evaluate future circumstances that may warrant breakpoints in the fee structure.

5.Benefits Derived from the Relationship with the Fund. The Board considered the direct and indirect benefits that could be received by the Adviser and its affiliates from association with the Fund. The Board concluded that the benefits the Adviser may receive, such as greater name recognition or the ability to attract additional investor assets, appear to be reasonable and in many cases may benefit the Fund.

Conclusion. Based on the Board’s deliberations and its evaluation of the information described above, with no single factor determinative of a conclusion, the Board, including the Independent Trustees, unanimously concluded that: (a) the terms of the Advisory Agreement are fair and reasonable; (b) the advisory fee is reasonable in light of the services that the Adviser provides to the Fund; and (c) the approval of the renewal of the Advisory Agreement for an additional one-year term was in the best interests of the Fund and its shareholders.

At the meeting held on September 19, 2023, the Board also considered the renewal of the sub-advisory agreement (the “Sub-Advisory Agreement”) for the Fund, entered into between the Adviser and Gotham. Prior to this meeting, the Board requested and received materials to assist them in considering the renewal of the Sub-Advisory Agreement. The materials provided contained information with respect to the factors enumerated below, including a copy of the Sub-Advisory Agreement, a memorandum prepared by outside legal counsel to the Trust and the Independent Trustees discussing in detail the Trustees’ fiduciary obligations and the factors they should assess in considering the renewal of the Sub-Advisory Agreement, due diligence materials prepared by the Sub-Adviser (including the due diligence response completed by the Sub-Adviser with respect to a specific request letter from outside legal counsel to the Trust and the Independent Trustees, the Sub-Adviser’s Form ADV, select ownership, organizational, financial and insurance information for the Sub-Adviser, biographical information of key management and compliance personnel, and the Sub-Adviser’s compliance manual and code of ethics) and other pertinent information. Based on their evaluation of the information provided, the Trustees, by a unanimous vote (including a separate vote of the Independent Trustees), approved the renewal of the Sub-Advisory Agreement for an additional one-year term.

Basis for Trustees’ Approval of Investment Advisory and Sub-Advisory Agreements (Unaudited) (Continued)

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45

Discussion of Factors Considered

In considering the renewal of the Sub-Advisory Agreement and reaching their conclusions, the Trustees reviewed and analyzed various factors that they determined were relevant, including the factors enumerated below.

1.Nature, Extent and Quality of Services Provided. The Board considered the nature, extent and quality of Gotham’s overall services provided to the Fund as well as its specific responsibilities in aspects of day-to-day investment management of the Fund. The Board considered the qualifications, experience and responsibilities of Joel Greenblatt and Robert Goldstein who each serve as a portfolio manager for the Fund, as well as the responsibilities of other key personnel of Gotham involved in the day-to-day activities of the Fund. The Board reviewed the due diligence information provided by Gotham, including information regarding Gotham’s compliance program, its compliance personnel and compliance record, as well as Gotham’s cybersecurity program and business continuity plan. The Board noted that Gotham manages the Gotham Enhanced S&P 500 Index Fund, an open-end mutual fund that utilizes a strategy similar to the strategy employed by the Fund.

The Board also considered other services provided to the Fund, such as monitoring adherence to the Fund’s investment strategies and restrictions, monitoring compliance with various Fund policies and procedures and with applicable securities regulations, 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 Gotham is responsible for the Fund’s investment selection, subject to oversight by the Adviser.

The Board concluded that Gotham 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 provided to the Fund, as well as Gotham’s compliance program, were satisfactory.

2.Investment Performance of the Fund and the Sub-Adviser. In considering Fund performance, the Board noted that Gotham is responsible for selecting investments for the Fund. Accordingly, the Board discussed the performance of the Fund on an absolute basis, in comparison to its benchmark index (the S&P 500 TR Index), and in comparison to a peer group of funds based on comparative information prepared by Fund Services utilizing data provided by Morningstar Direct (a peer group of U.S. large blend funds) (the “Morningstar Peer Group”). The Board noted that the Fund slightly underperformed the S&P 500 TR Index for the year-to-date, one-year and since inception periods ended June 30, 2023. The Board also noted that the Fund had outperformed the Morningstar Peer Group average over the year-to-date and one-year periods ended July 31, 2023.

After considering all of the information, the Board concluded that the performance of the Fund was satisfactory under current market conditions and that Gotham has the necessary expertise and resources in providing investment advisory services in accordance with the Fund’s investment objective and strategies. Although past performance is not a guarantee or indication of future results, the Board determined that the Fund and its shareholders were likely to benefit from Gotham’s continued management.

3.Cost of Services Provided and Profits Realized by the Sub-Adviser. The Board considered the structure of the sub-advisory fees paid by the Adviser to Gotham under the Gotham Sub-Advisory Agreement. The Board noted that the Adviser represented to the Board that the sub-advisory fees payable under the Gotham Sub-Advisory Agreement were reasonable in light of the services performed by Gotham. Since the sub-advisory fees are paid by the Adviser, the overall advisory fees paid by the Fund are not directly affected by the sub-advisory fees paid to Gotham. Consequently, the Board did not consider the cost of services provided by Gotham or profitability from its relationship with the Fund to be material factors for consideration given that Gotham is not affiliated with the Adviser and, therefore, the sub-advisory fees paid to Gotham were negotiated on an arm’s-length basis. Based on all of these factors, the Board concluded that the sub-advisory fees paid to Gotham by the Adviser reflected appropriate allocations of the advisory fees and were reasonable in light of the services provided by Gotham.

4.Extent of Economies of Scale as the Fund Grows. Since the sub-advisory fees payable to Gotham are not paid by the Fund, the Board did not consider whether the sub-advisory fees should reflect any realized or potential economies of scale that might be realized as the Fund’s assets increase.

5.Benefits Derived from the Relationship with the Fund. The Board considered the direct and indirect benefits that could be received by Gotham from its association with the Fund. The Board concluded that the benefits Gotham 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.

Basis for Trustees’ Approval of Investment Advisory and Sub-Advisory Agreements (Unaudited) (Continued)

Gotham ETFs

46

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 Gotham provides to the Fund; and (c) the approval of the renewal of the Gotham Sub-Advisory Agreement for an additional one-year term was in the best interests of the Fund and its shareholders.

Basis for Trustees’ Approval of Investment Advisory and Sub-Advisory Agreements (Unaudited) (Continued)

Gotham ETFs

47

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 500 Enhanced ETF and Gotham 1000 Value ETF (the “Funds”), 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 Funds shareholders from dilution of their interests. The Trust’s Board of Trustees (the “Board”) has approved the designation of Toroso Investments, LLC, each Fund’s investment adviser, as the program administrator (the “Program Administrator”). The Program Administrator has further delegated administration of the Program to a member of its compliance team. The Program Administrator has also delegated certain responsibilities under the Program to the investment sub-adviser of the Funds; however, the Program Administrator remains responsible for the overall administration and operation of the Program. 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 August 24, 2023, the Board reviewed the Program Administrator’s written annual report for the period October 1, 2022 through June 30, 2023 (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, Inc., a third-party vendor, to provide daily portfolio investment classification services to assist in the Program Administrator’s assessment. The Report noted that no highly liquid investment minimum is required for the Funds because the Funds qualify as In-Kind ETFs (as defined under Rule 22e-4). The Report noted that there were no breaches of the restrictions on acquiring or holding greater than 15% illiquid investments of the Fund during the review period. The Report confirmed that each Fund’s investment strategies remained appropriate for an open-end fund and that the Funds were able to meet requests for redemptions without significant dilution of remaining investors’ interests in the Funds. The Report noted that no material changes had been made to the Program during the review period. The Program Administrator determined that the Program complies with the requirements of Rule 22e-4 and is reasonably designed and operating effectively.

STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)

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48

QUALIFIED DIVIDEND INCOME/DIVIDENDS RECEIVED DEDUCTION (Unaudited)

For the year ended September 30, 2023, 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. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:

Gotham Enhanced 500 ETF

100%

Gotham 1000 Value ETF 

74.84%

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the year ended September 30, 2023 was as follows:

Gotham Enhanced 500 ETF

100%

Gotham 1000 Value ETF 

69.23%

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 year ended September 30, 2023 was as follows:

Gotham Enhanced 500 ETF

0%

Gotham 1000 Value ETF 

28.13%

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 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.

ADDITIONAL INFORMATION (Unaudited)

Investment Adviser

Tidal Investments LLC
234 West Florida Street, Suite 203
Milwaukee,
Wisconsin 53204

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.
1555 North RiverCenter Drive, Suite 302
Milwaukee,
Wisconsin 53212

Fund Administrator

Tidal ETF Services, LLC
234 West Florida Street, Suite 203
Milwaukee,
WI 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

(b)Not applicable

 

Item 2. Code of Ethics.

 

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

 

A copy of the registrant’s Code of Ethics is filed herewith.

 

Item 3. Audit Committee Financial Expert.

 

The registrant’s Board of Trustees of the Trust has determined that there is at least one audit committee financial expert serving on its audit committee. Mr. Dusko Culafic is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past fiscal year. “Audit services” refer to performing an audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. There were no “Other services” provided by the principal accountant. The following table details the aggregate fees billed or expected to be billed for the last fiscal year for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

 

Gotham Enhanced 500 ETF

 

  FYE  09/30/2023 FYE  09/30/2022
Audit Fees $13,125 $12,500
Audit-Related Fees N/A N/A
Tax Fees $2,625 $2,500
All Other Fees N/A N/A

 

 

 

 

Gotham 1000 Value ETF

 

  FYE  09/30/2023 FYE  09/30/2022
Audit Fees $13,125 $12,500
Audit-Related Fees N/A N/A
Tax Fees $2,625 $2,500
All Other Fees N/A N/A

 

(e)(1) The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.

 

(e)(2) The percentage of fees billed by Tait, Weller & Baker LLP applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

 

  FYE  09/30/2023 FYE  09/30/2022
Audit-Related Fees 0% 0%
Tax Fees 0% 0%
All Other Fees 0% 0%

 

(f) All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.

 

(g) The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years.

 

Non-Audit Related Fees FYE  09/30/2023 FYE  09/30/2022
Registrant N/A N/A
Registrant’s Investment Adviser N/A N/A

 

(h) The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser is compatible with maintaining the principal accountant’s independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

 

(i) The registrant has not been identified by the U.S. Securities and Exchange Commission as having filed an annual report issued by a registered public accounting firm branch or office that is located in a foreign jurisdiction where the Public Company Accounting Oversight Board is unable to inspect or completely investigate because of a position taken by an authority in that jurisdiction.

 

(j) The registrant is not a foreign issuer.

 

Item 5. Audit Committee of Listed Registrants.

 

(a)The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, (the “Act”) and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Act. The independent members of the committee are as follows: Dusko Culafic, Eduardo Mendoza, and Mark H.W. Baltimore.

 

 

 

 

(b) Not applicable.

 

Item 6. Investments.

 

(a) Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

 

(b) Not applicable.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable to open-end investment companies.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable to open-end investment companies.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable to open-end investment companies.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of Trustees.

 

Item 11. Controls and Procedures.

 

(a)The Registrant’s President/Principal Executive Officer and Treasurer/Principal Financial Officer have reviewed the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

 

(b)There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

 

Not applicable to open-end investment companies.

 

 

 

Item 13. Exhibits.

 

(a)(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Filed herewith.

 

(2) A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

 

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.

 

(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.

 

(b)Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  (Registrant)   Tidal ETF Trust  

 

  By (Signature and Title)   /s/ Eric W. Falkeis  
    Eric W. Falkeis, President/Principal Executive Officer  

  Date   April 4, 2024  

  

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

  By (Signature and Title)*  /s/ Eric W. Falkeis  
    Eric W. Falkeis, President/Principal Executive Officer  

 

  Date   April 4, 2024  

 

  By (Signature and Title)*   /s/ Aaron J. Perkovich  
    Aaron J. Perkovich, Treasurer/Principal Financial Officer  

 

  Date   April 4, 2024  

 

* Print the name and title of each signing officer under his or her signature.