As filed with the Securities and Exchange Commission on June 14, 2023April 4, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

SCHEDULE 14A 

SCHEDULE 14A

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.   )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

TIDAL ETF TRUST

(Name of Registrant as Specified In Its Charter)

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

 (Address of principal executive offices)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Preliminary Proxy Statement

[__], 2023April 4, 2024

Important Voting Information Inside

ZEGA Buy and HedgeAdasina Social Justice All Cap Global ETF

A series of Tidal ETF Trust

Your vote is important.

Please vote immediately!

You can vote through the Internet, by telephone, or by mail.

Details on voting can be found on the enclosed proxy card.

Tidal ETF Trust

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

SPECIAL MEETING OF SHAREHOLDERS OF

ZEGA Buy and HedgeAdasina Social Justice All Cap Global ETF

Important Voting Information Inside

TABLE OF CONTENTS

TIDAL ETF TRUST

ZEGA Buy and HedgeAdasina Social Justice All Cap Global ETF

A series of Tidal ETF Trust

[July 5], 2023

April 4, 2024

Dear Shareholder:

You are cordially invited to attend a Special Meeting of Shareholders (the “Meeting”) of the ZEGA Buy and HedgeAdasina Social Justice All Cap Global ETF (the “Fund”), a series of Tidal ETF Trust (the “Trust”), to be held at [10:00a.m.]10 a.m., Central Time, on [Monday], [August 14], 2023Tuesday, May 28, 2024 at the offices of the Fund’s administrator, Tidal ETF Services LLC, 234 West Florida Street, Suite 203, Milwaukee, Wisconsin 53204, to vote on the proposals described below. Formal notice of the Meeting appears after this letter, followed by Questions & Answers concerning the proposals and the enclosed Proxy Statement. We urge you to vote your shares at your earliest convenience by telephone or through the Internet or by completing and returning the enclosed proxy card in the envelope provided.

Proposal 1: Approval of Amended and Restated Sub-Advisory Agreement. ZEGA Financial, LLCRobasciotti & Associates, Inc., doing business as Adasina Social Capital (“ZEGAAdasina”), a Nebraska limited liability company,California corporation located at 3801 PGA Boulevard,548 Market Street, Suite 600, Palm Beach Gardens, Florida 33410,60335, San Francisco, California 94104, serves as investment sub-adviser to the Fund, pursuant to a sub-advisory agreement between Tidal Investments LLC (formerly named Toroso Investments, LLCLLC) (“TorosoTidal” or the “Adviser”), a Tidal Financial Group company, and ZEGAAdasina (the “Existing Sub-Advisory Agreement”). ZEGAAdasina is responsible for the day-to-day management of the Fund’s portfolio, includingproviding recommendations with respect to determining the securities purchased and sold by the Fund, subject to the supervision of the Adviser and the Trust’s Board of Trustees (the “Board”).

UnderAdasina specializes in selecting equity securities of companies that meet Adasina’s social justice investment criteria. Pursuant to the Existing Sub-Advisory Agreement, Torosothe Adviser has retained theproxy voting authority with respect to place trades for portfolio securities (and other financial instruments) on behalf ofheld by the Fund. However, Adasina has been providing the Fund’s principal investment strategies, which seekAdviser with guidance on how best to provide exposure to the U.S. large capitalization equity market, while mitigating overall market downside risk in the eventvote various proxies of a major market decline, involve significant investment in options contracts. ZEGA has specialized expertise in selecting and trading options to create hedging strategies. As a result, Toroso and ZEGA desire to amend and restate the Existing Sub-Advisory Agreement to provide ZEGA the authority for trading portfolio securities (and other financial instruments) for the Fund including selecting broker-dealers to execute purchase and sale transactionsin a manner consistent with the advancement of movements for the Fund’s portfolio.social justice.

On May 24-25, 2023,To streamline the proxy voting process with respect to the Fund, and to better enable Adasina to consider and vote the Fund’s proxies in a manner consistent with Adasina’s social justice investment criteria, the Adviser and Adasina desire for the Adviser to grant full proxy voting authority to Adasina. To that end, on February 22, 2024, the Board approved an amended and restated sub-advisory agreement between the Adviser and ZEGAAdasina (the “Amended Sub-Advisory Agreement”), pursuant to which the Adviser has the authority to either retain tradingproxy voting authority, for portfolio securities (and other financial instruments), share suchproxy voting authority, or grant full tradingproxy voting authority for portfolio securities (and other financial instruments) to ZEGA, including selecting broker-dealers to execute purchase and sale transactions for the Fund’s portfolio.Adasina. If the Amended Sub-Advisory Agreement is approved by shareholders of the Fund, the Adviser will, for the foreseeable future, grant full tradingproxy voting authority for portfolio securities (and other financial instruments) to ZEGA.Adasina. As discussed more in the enclosed Proxy Statement, the Amended Sub-Advisory Agreement will also grant the Adviser flexibility with respect to granting authority to Adasina to select brokers and execute trades on behalf of the Fund.

The Amended Sub-Advisory Agreement will not result in an increase in fees paid by Fund shareholders. The Amended Sub-Advisory Agreement is being submitted to the shareholders of the Fund for approval at the Meeting.

Proposal 2: 2: Approval of Adjournments. Shareholders of the Fund will also be asked to approve any adjournments of the Meeting needed to solicit additional proxies if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve Proposal 1.

Approvals Required. Under the Investment Company Act of 1940, as amended (the “1940 Act”), the Trust must obtain shareholder approval of each of the proposals.

The Trust’s Board of Trustees has approved each proposal and recommends that shareholders vote “FOR” each proposal.

Your vote is important regardless of the number of shares you own. To avoid the added cost of follow-up solicitations and possible adjournments, please take a few minutes to read the Proxy Statement and cast your vote. It is important that your vote be received no later than [11:11:59 p.m., August 13, 2023]. ET on May 27, 2024.

In addition to voting by mail you may also vote either by telephone or through the Internet as follows:

We encourage you to vote by telephone or through the Internet using the control number that appears on the enclosed proxy card. Use of telephone or Internet voting will reduce the time and costs associated with this proxy solicitation. Whatever method you choose, please read the enclosed Proxy Statement carefully before voting.

We appreciate your participation and prompt response in this matter and thank you for your continued support. If you have any questions after considering the enclosed materials, please call Morrow Sodali Fund Solutions LLC, our proxy solicitor, toll-free at 1-866-302-0525,(888) 901-9932 weekdays, Monday through Friday between 10:00 a.m. and 10:00 p.m. Eastern Time.ET.

Sincerely,

Eric W. Falkeis

President

Tidal ETF Trust

TIDAL ETF TRUST

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF

ZEGA Buy and HedgeAdasina Social Justice All Cap Global ETF

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held at [10:0010 a.m.], Central Time, on [Monday], [August 14], 2023.Tuesday, May 28, 2024. The Proxy Statement is available at https://www.zegaetfs.com/zhdg-zega-buy-hedge-etf/www.adasinaetf.com or by calling the Fund at 1 833-415-4006.(833) 743-0080.

To the Shareholders of the ZEGA Buy and HedgeAdasina Social Justice All Cap Global ETF:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the “Meeting”) of the ZEGA Buy and HedgeAdasina Social Justice All Cap Global ETF (the “Fund”), a series of Tidal ETF Trust, will be held at [10:0010 a.m.], Central Time, on [Monday], [August 14], 2023Tuesday, May 28, 2024, at the offices of the Fund’s administrator, Tidal ETF Services LLC, 234 W Florida Street, Suite 203, Milwaukee, Wisconsin 53204. The purpose of the Meeting is to consider and vote on the following matters:

Shareholders of record as of the close of business on [June 21, 2023]April 1, 2024, will be entitled to notice of and to vote at the Meeting or any adjournment thereof. A Proxy Statement and proxy card solicited by the Fund are included herein.

The Meeting is being held to consider and vote on the foregoing proposals, as well as any other business that may properly come before the Meeting.

Your vote is important to us. Thank you for taking the time to consider the proposals.

By order of the Board of Trustees,

Eric W. Falkeis 

Lissa M. Richter 

Secretary

Tidal ETF Trust

[__], 2023April 4, 2024

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND THE PROPOSALS

While we encourage you to carefully read the entire text of the Proxy Statement, for your convenience we have provided answers to some of the most frequently asked questions and a brief summary of the proposals to be voted on by shareholders.

QUESTIONS AND ANSWERS

Q: What is happening? Why did I get this package of materials?

A: A special meeting of shareholders of the ZEGA Buy and HedgeAdasina Social Justice All Cap Global ETF (the “Fund”), a series of Tidal ETF Trust (the “Trust”), is scheduled to be held at [10:0010 a.m.], Central Time, on [Monday], [August 14], 2023Tuesday, May 28, 2024 (the “Meeting”). According to our records, you were a shareholder of record as of [June 21], 2023,April 1, 2024, the record date for determining shareholders eligible to vote at the Meeting.

Q: Why am I being asked to vote on a proposed amended and restated sub-advisory agreement?

A: Shareholders of the Fund are being asked to approve an amended and restated sub-advisory agreement to grant ZEGA Financial, LLCRobasciotti & Associates, Inc., doing business as Adasina Social Capital (“ZEGAAdasina”), the current investment sub-adviser to the Fund, the authority to effect trades for securities (and other financial instruments)vote proxies on behalf of the Fund. The Fund’s principal investment strategies, which seek to provide exposure to the U.S. large capitalization equity market, while mitigating overall market downside risk in the event of a major market decline, involve significant investment in options contracts. ZEGA has specialized expertiseAdasina specializes in selecting and trading optionsequity securities of companies that adhere to create hedging strategies.Adasina’s social justice investment criteria. As a result, Tidal Investments LLC (formerly named Toroso Investments, LLCLLC) (the “Adviser”), a Tidal Financial Group company, the investment adviser to the Fund, believes that ZEGA’sAdasina’s expertise will enable it to more efficiently effect transactions for securities (and other financial instruments) on behalf ofvote the Fund.Fund’s proxies in a manner consistent with Adasina’s social justice investment criteria. To delegate ZEGAAdasina that authority, shareholders of the Fund are being asked to approve an amended and restated sub-advisory agreement (the “Amended Sub-Advisory Agreement”) between the Adviser and ZEGA.Adasina. As a shareholder of the Fund, you are entitled to vote onto approve the Amended Sub-Advisory Agreement.

Q: How does the proposed Amended Sub-Advisory Agreement, and the services proposed to be provided by ZEGAAdasina thereunder, differ from the existing Sub-Advisory Agreement with ZEGA?Adasina?

A: The terms and conditions of the Amended Sub-Advisory Agreement are similar to those of the existing sub-advisory agreement between the Adviser and ZEGA (the “ExistingAdasina and Adasina will continue to exercise discretionary authority to select portfolio investments for the Fund. However, the Amended Sub-Advisory Agreement”). However, also grants Adasina the right to vote proxies on behalf of the Fund. In addition, the Amended Sub-Advisory Agreement contains new terms that provide the Adviser the authority to retain or, in turn, delegate to ZEGA,Adasina the authority for trading portfolio securities (and other financial instruments) for the Fund, including selecting broker-dealers to execute purchase and sale transactions for all or a sub-set of the Fund’s portfolio. Under the Amended Sub-Advisory Agreement, ZEGAAdasina will continue to provide all of the services it provides to the Fund under the Existing Sub-Advisory Agreement, including providing recommendations with respect to determining the securities (and other financial instruments) purchased and sold by the Fund.

In addition to The principal investment objective and principal investment strategies of the current services provided by ZEGA, onFund will not change as a result of the effective dateentering into of the Amended Sub-Advisory Agreement the Adviser will delegate trading authority, to ZEGA. ZEGA’s authority will be subject to the provisions of the Trust’s governing documents and the Fund’s prospectus and statement of additional information, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to ZEGA.

Q: When would the Amended Sub-Advisory Agreement take effect?

A: If approved by shareholders of the Fund, the Amended Sub-Advisory Agreement will become effective on or about August 28, 2023.promptly after the date of the Meeting, including any adjournments or postponements thereof.

Q: How does the Amended Sub-Advisory Agreement affect the fees and daily portfolio management of the Fund?

A: The unitary management fee paid to the Adviser by the Fund will remain the same, andsame. Likewise, the sub-advisory fee payablepaid to ZEGAAdasina by the Adviser will remain the same.

Messrs. Mick BrokawMaya Philipson and Jay Pestrichelli,Rachel Robasciotti, the current ZEGAAdasina portfolio managers for the Fund, will continue to act as portfolio managers for the Fund responsible for portfolio investment decisions for the Fund under the Amended Sub-Advisory Agreement. In addition, the ZEGA portfolio managers will assume responsibility for selecting and trading portfolio securities (and other financial instruments) for the Fund, including selecting broker-dealers to execute purchase and sale transactions. That role is currently undertaken by Messrs. Michael Venuto and Charles Ragauss, portfolio managers for the Fund that are employed by Adviser. However, because Messrs. Brokaw and Pestrichelli will also assume trading authority for the Fund’s portfolio, Mr. Venuto will no longer act as a portfolio manager for the Fund. Mr. Ragauss will continue to act as a portfolio manager for the Fund, providing oversight of the Sub-Adviser and oversight of trading for the Fund’s portfolio.

Q: How does the Board of Trustees of the Trust (the “Board”) recommend that I vote?

A: After careful consideration of the proposals, the Board of Trustees unanimously recommends that you vote FOR each proposal. The various factors that the Board of Trustees considered in making these determinations are described in the Proxy Statement.

Q: Why am I being asked to approve adjournments of the Meeting to solicit additional proxies?

A: It is important that shareholders of the Fund vote by telephone or Internet or complete and return signed proxy cards promptly to ensure there is a quorum for the Meeting. You may be contacted by a representative of the Trust or a proxy solicitor, if we do not hear from you. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve the Amended Sub-Advisory Agreement. If the proposal to approve adjournments of the Meeting is approved and a quorum is not present at the meeting,Meeting, it is expected that the holder of proxies will vote to authorize the adjournment of the meetingMeeting in order to solicit additional proxies. Even if a quorum is present at the Meeting, but there are insufficient votes to approve the Amended Sub-Advisory Agreement, it is also expected that the holder of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies.

Q: What vote is required to approve the proposals?

A: Approval of Proposal 1the proposal to approve the Amended Sub-Advisory Agreement requires the vote of the “majority of the outstanding voting securities” of the Fund. Under the Investment Company1940 Act, of 1940, as amended, a “majority of the outstanding voting securities” is defined as the lesser of: (1) 67% or more of the voting securities of the Fund entitled to vote present in person or by proxy at the Meeting of shareholders, if the holders of more than 50% of the outstanding voting securities entitled to vote thereon are present in person or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Fund entitled to vote thereon.

A majority of the votes cast, either in person or by proxy, at the Meeting is required to approve Proposal 2 to approve any adjournment(s) of the Meeting, even if the number of votes cast is fewer than the number required for a quorum.

Q: Will the Fund be required to pay for this proxy solicitation?

A: No, the cost of this proxy solicitation and all other costs incurred by the Fund in connection with thethis Meeting will be paid by Toroso and ZEGA,Adasina or theirits affiliates.

Q: Whom should I call for additional information about the Proxy Statement?

A: If you have any questions regarding the Proxy Statement or completing and returning your proxy card, please call Morrow Sodali Fund Solutions LLC, our proxy solicitor, toll-free at 1-866-302-0525,(888) 901-9932 weekdays, Monday through Friday between 10:00 a.m. and 10:00 p.m. Central Time.ET.

PRELIMINARY PROXY STATEMENT

TIDAL ETF TRUST

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF THE

ZEGA Buy and HedgeAdasina Social Justice All Cap Global ETF

To Be Held on [August 14, 2023]May 28, 2024

PROXY STATEMENT

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board”) of Tidal ETF Trust (the “Trust”) for use at the Special Meeting of Shareholders (the “Meeting”) of the ZEGA Buy and HedgeAdasina Social Justice All Cap Global ETF (the “Fund”), a series of the Trust, to be held at the offices of the Fund’s administrator, Tidal ETF Services LLC, 234 WWest Florida Street, Suite 203, Milwaukee, Wisconsin 53204 at [10:0010 a.m.], Central Time, on [Monday], [August 14], 2023Tuesday, May 28, 2024 or at any adjournment thereof.

At the Meeting, shareholders of the Fund will be asked:

The Meeting is being held to consider and vote on each of the foregoing proposals, as well as any other business that may properly come before the Meeting.

A proxy card, if properly executed, duly returned, and not revoked, will be voted in accordance with the specifications therein. A proxy card that is properly executed but has no voting instructions with respect to a proposal will be voted for that proposal. A shareholder may revoke a proxy at any time prior to use at the Meeting by filing with the Secretary of the Trust an instrument revoking the proxy, by submitting a proxy card bearing a later date, or by attending and voting at the Meeting in person. This Proxy Statement and proxy card were first mailed to shareholders on or about [July 5, 2023].April 8, 2024.

Toroso Investments, LLCRobasciotti & Associates, Inc., doing business as Adasina Social Capital (“Toroso” or the “Adviser”), a Tidal Financial Group company, and ZEGA Financial, LLC (“ZEGAAdasina”), or their respectiveits affiliates will pay the cost of preparing, printing, and mailing the enclosed proxy card(s) and Proxy Statement and all other costs incurred by the Fund in connection with the Meeting.

The Trust has retained Morrow Sodali Fund Solutions LLC (“Solicitor”) to solicit proxies for the Meeting. The Solicitor is also responsible for printing proxy cards, mailing proxy material to shareholders, soliciting broker-dealer firms, custodians, nominees, and fiduciaries, tabulating the returned proxies and performing other proxy solicitation services. The anticipated cost of these services is approximately $9,500$60,000 and such cost will be paid by Toroso and ZEGA,Adasina or theirits affiliates.

In addition to solicitation through the mail, proxies may be solicited by representatives of the Fund without cost to the Fund. Such solicitation may be by telephone, facsimile or otherwise. It is anticipated that broker-dealer firms, custodians, nominees, fiduciaries, and other financial institutions will be requested to forward proxy materials to beneficial owners and to obtain approval for the execution of proxies. Upon request, the Adviser or its affiliates will reimburse such persons or entities for the reasonable expenses incurred by them in connection with forwarding solicitation material to the beneficial owners of shares held of record by such persons.

Pursuant to the existing sub-advisory agreement between Tidal Investments LLC (formerly named Toroso Investments, LLC) (the “Adviser”) and ZEGA,Adasina, with respect to the Fund (the “Existing Sub-Advisory Agreement”), the Adviser has retained proxy voting authority for trading portfoliowith respect to securities (and other financial instruments) forheld by the Fund, includingFund. Adasina specializes in selecting broker-dealersequity securities of companies that adhere to execute purchaseAdasina’s social justice investment criteria, and sale transactions for the Fund’s portfolio.

The Adviser and ZEGAAdasina now desire that the Adviser also have the authority to grant ZEGAfull proxy voting authority for the Fund to Adasina. To that end, on February 22, 2024, the Board approved an amended and restated sub-advisory agreement between the Adviser and Adasina (the “Amended Sub-Advisory Agreement”), pursuant to which the Adviser has the authority to grant full proxy voting authority to Adasina. The Existing Sub-Advisory Agreement, dated September 10, 2020, was approved by the Fund’s initial shareholder on December 3, 2020, and was last approved by the Board on September 19, 2023.

The Amended Sub-Advisory Agreement provides the Adviser with additional flexibility to retain the authority for trading portfolio securities (and other financial instruments) for the Fund, including selecting broker-dealers to execute purchase and sale transactions, forshare such authority with the Fund’s portfolio. To that end, on May 24-25, 2023, the Board approved an amended and restated sub-advisory agreement between the Adviser and ZEGA (the “Amended Sub-Advisory Agreement”), pursuant to which the Adviser has the authority toSub-Adviser, or grant full authority forAdasina such fully discretionary trading portfolio securities (and other financial instruments) to ZEGA. The Existing Sub-Advisory Agreement, dated June 1, 2021, was approved by the Fund’s initial shareholder on June 30, 2021, and was last approved by the Board on April 4-5, 2023.authority.

The Amended Sub-Advisory Agreement provides the Adviser with additional flexibility to retain the authority for voting proxies for the Fund or to grant such authority to ZEGA. However, the Fund seeks to achieve its investment objective by investing in a combination of options, as well as fixed income securities, or other income producing securities which generally do not issue proxies.

The Amended Sub-Advisory Agreement

The Board, of Trustees, including a majority of the Trustees who are not interested persons of the Trust as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (“Independent Trustees”), at aan in-person meeting held on May 24-25, 2023,February 22, 2024, approved the Amended Sub-Advisory Agreement pursuant to which ZEGAAdasina will continue to provide investment management services to the Fund, including being responsible for the portfolio investment decisions for the Fund. In addition, under the Amended Sub-Advisory Agreement, ZEGAAdasina will for the foreseeable future, subject to the oversightsupervision and control of the Board and the Adviser, have full authority for trading portfolio securities (and other financial instruments) forto vote proxies on behalf of the Fund, including selecting broker-dealersFund. In the future, pursuant to execute purchase and sale transactions for the Fund’s portfolio. Theterms of the Amended Sub-Advisory Agreement, the Adviser may revise the scope of ZEGA’s tradingAdasina’s proxy voting authority upon 30 days’ written notice to ZEGA.Adasina.

Proxy voting is one tool Adasina uses to speak to the management of a company. In Adasina’s view, a company’s management must understand that they are accountable to the company’s board of directors, the company’s board must be accountable to the company’s shareholders, and the board and management together must be accountable to all stakeholders (not just shareholders). Adasina believes that successful governance structures emphasize transparency and inclusiveness, represent a wide variety of interests and perspectives, and have full disclosure of company performance on financial, environmental, and social justice metrics. This combined with aligned compensation structures, charters, bylaws, policies, and procedures, can effectively communicate with management that certain actions are encouraged and others are unacceptable. Adasina believes that effective corporate governance cannot, and should not, ignore or exploit certain groups or interests to the benefit of others.

In accordance with the above background, Adasina will generally adhere to the following proxy voting policies:

Racial Justice. The Racial Justice Criteria aim to uproot systems that reinforce, perpetuate, and exacerbate racial inequities. Adasina evaluates companies to determine whether they participate in, or benefit from, those unjust systems. Adasina thus votes to oppose policies that permit involvement in the ownership, operation, management, labor sourcing, funding, and service of prisons and immigrant detention centers; provide or facilitate money bail services; participate in citizen and immigrant surveillance; operate for-profit colleges; would result in contributions to political campaigns that oppose civil and voting rights legislation; or become involved in state violence and human rights violations as a result of military occupations. Adasina also votes to support Indigenous Peoples’ rights, local communities’ rights, and for the implementation of diversity policies or programs to increase workforce diversity.

Gender Justice. The Gender Justice Criteria aim to ensure safe and fair opportunities for all people, regardless of their gender identity. Adasina evaluates companies to determine whether their policies and practices support gender equity and LGBTQ+ equality. Adasina thus generally votes to oppose corporate policies and practices that restrict reproductive rights, enable serial sexual harassment or discrimination, or do not support equitable gender representation in leadership. Adasina votes to support policies and practices that offer equitable and fair employment opportunities to all.

Economic Justice. The Economic Justice Criteria aim to create a fair and equitable financial future for all people and communities. Adasina evaluates companies to determine whether they deal fairly with the public and their employees. Adasina thus generally votes to oppose excessive executive wages, paying subminimum wages to employees, and predatory financial products and services. Adasina votes to support policies and practices that provide workers with reasonable protections and rights, eliminate forced labor and child labor in supply chains, and generally improve working conditions for employees.

Climate Justice. The Climate Justice Criteria aim to advance the goals of environmental sustainability in partnership with social justice movements. Adasina evaluates companies to determine whether they significantly contribute to climate change, lack environmentally sustainable practices, or negatively impact air and water quality. Adasina thus votes to oppose policies that permit involvement in fossil fuel production, refining, and extraction; funding of the fossil fuel industry; mining; and the most harmful aspects of extractive agriculture. Adasina also votes to oppose corporate policies and practices that result in excessive resource intensity; deforestation; excessive carbon emissions; ineffective waste management; or significant air pollution or other environmental hazards which Adasina has determined disproportionately impact economically disadvantaged communities and people of color.

Movement Aligned. The Movement Aligned Criteria takes direction from a variety of causes to advance social equity. Adasina thus votes to oppose corporate policies and practices that result in poor animal welfare; the production or sale of fur and leather products; or non-medical animal testing. Adasina also votes to oppose policies that permit involvement in the production or distribution of tobacco products and the production of other products with a substantially negative social impact, including the manufacture or sale of weapons or firearms. Adasina also seeks to reduce corporate influence in politics and thus votes to oppose all corporate political spending and votes to support disclosure of any political spending. Adasina generally votes to support more stringent accounting, management, corporate and customer data and security, and other high oversight governance practices. In the interest of holding corporations accountable to shareholders, Adasina will generally vote for corporate issuance of additional stock and against corporate buyback of stock.

Other Issues. In the event that Adasina is required to vote on a proposal on behalf of the Fund that is not covered by the general principles and voting guidelines expressed herein, Adasina generally expects to determine the manner in which to vote such proposal in alignment with the objectives of promoting long-term corporate health and the advancement of movements for social justice.

Terms of the Existing Sub-Advisory Agreement and Amended Sub-Advisory Agreement

Sub-Advisory Services. Both the Existing Sub-Advisory Agreement and Amended Sub-Advisory Agreement provide that ZEGAAdasina shall be responsible for portfolio investment decisions for the Fund, subject to the oversight of the Board and the Adviser. Messrs. Mick BrokawMaya Philipson and Jay Pestrichelli,Rachel Robasciotti, the current ZEGAAdasina portfolio managers for the Fund, will continue to act as portfolio managers for the Fund responsible for portfolio investment decisions for the Fund under the Amended Sub-Advisory Agreement. Unless the Adviser grants Adasina trading authority as discussed under “Brokerage,” below, both the Existing Sub-Advisory Agreement and Amended Sub-Advisory Agreement require Adasina to promptly notify the Adviser of portfolio management decisions in writing.

Sub-Advisory Fee. Under the Existing Sub-Advisory Agreement the sub-advisory fee to be paid by the Adviser to ZEGAAdasina is 0.02% of the Fund’s average daily net assets. The sub-advisory fee is calculated daily and paid monthly. For the fiscal year ended April 30,August 31, 2023, ZEGAAdasina received $[ ]$24,100 in sub-advisory fees from the Adviser.

TheUnder the Amended Sub-Advisory Agreement, the sub-advisory fee will remain unchanged. Likewise, the Fund’s unitary management fee payable to be paid by the Adviser will remain unchanged. As a result, there will be no impact on the fees paid by shareholders.

Limitation of Liability. Both the Existing Sub-Advisory Agreement and Amended Sub-Advisory Agreement provide that ZEGAAdasina shall not be liable for any action taken or omitted to be taken by ZEGAAdasina in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties.

Brokerage.Under both the Existing Sub-Advisory Agreement ZEGA wasand, as of its effective date, the Amended Sub-Advisory Agreement, Adasina will not authorized to tradebe directly responsible for trading portfolio securities (and other financial instruments) for the Fund, nor to selectincluding selecting broker-dealers to execute purchase and sale transactions. ZEGA providesAdasina must provide portfolio management decisions to the Adviser and, in turn, the Adviserthat will generally effects purchase and saleeffect securities transactions for the Fund in a manner consistent with such instructions. The Amended Sub-Advisory Agreement provides the Adviser with additional flexibility to retain the authority for trading portfolio securities (and other financial instruments) for the Fund, including selecting broker-dealers to execute purchase and sale transactions, share such authority with the Sub-Adviser, or grant the Sub-Adviser such fully discretionary trading authority. The Adviser may make such changes to ZEGA’sAdasina’s trading authority upon 30 days’ written notice to ZEGA.Adasina.

As noted above, the Amended Sub-Advisory Agreement provides the Adviser with the authority to grant ZEGA fully discretionary trading authority. If Proposal 1 is not approved by shareholders, the Adviser will retain the authority to select broker-dealers to execute purchase and sale transactions for the Fund. If Proposal 1 is approved by shareholders, the Adviser will grant ZEGA the authority to trade portfolio securities (and other financial instruments) for the Fund, and to select broker-dealers to execute purchase and sale transactions for the foreseeable future.

Proxy Voting. The Existing Sub-Advisory Agreement does not grant ZEGAprovides that Adasina will have no proxy voting authorityresponsibilities with respect to the Fund. The Amended Sub-Advisory Agreement, as of its effective date, grants full proxy voting authority to Adasina. The Amended Sub-Advisory Agreement provides the Adviser with additional flexibility to retain such proxy voting authority, or grant ZEGAAdasina advisory proxy voting authority. Pursuant to the terms of the Amended Sub-Advisory Agreement, the Adviser may revise the scope of ZEGA’sAdasina’s proxy voting authority upon 30 days’ written notice to ZEGA. Toroso has determined to retain proxy voting authority for the foreseeable future.

Notwithstanding the foregoing, due to the Fund’s portfolio holdings which are generally comprised of options as well as fixed income securities or other income producing securities, the Fund has not voted any proxies since its inception, and it does not expect to vote proxies in the future.Adasina.

Duration and Termination. Both the Existing Sub-Advisory Agreement and Amended Sub-Advisory Agreement provide that each will remain in force for an initial term of two years from its effective date, and from year to year thereafter, subject to annual approval by the Board provided that its renewal and continuance shall also be approved by the vote of mosta majority of the Independent Trustees.Trustees.

Both the Existing Sub-Advisory Agreement and Amended Sub-Advisory Agreement may be terminated at any time, without the payment of any penalty, by the Board, including a majority of the Independent Trustees, by the vote of a majority of the outstanding voting securities of the Fund, on sixty (60) days’ written notice to the Adviser and ZEGA,Adasina, or by the Adviser or ZEGAAdasina on sixty (60) days’ written notice to the Trust and the other party. The Amended Sub-Advisory Agreement will automatically terminate, without the payment of any penalty, in the event the investment advisory agreement for the Fund between the Adviser and the Trust is assigned (as defined in the 1940 Act) or terminates for any other reason.

The Amended Sub-Advisory Agreement, if approved by shareholders, will become effective on or about August 28, 2023.promptly after the Meeting, including any adjournments or postponements thereof. If shareholders of the Fund do not approve the Amended Sub-Advisory Agreement, the existing sub-advisory agreement with ZEGAAdasina will remain in full force and effect. A form of the proposed Amended Sub-Advisory Agreement is attached hereto as Exhibit A. The description of the proposed Amended Sub-Advisory Agreement in this Proxy Statement is only a summary and is qualified in its entirety by reference to Exhibit A.

Information About ZEGAAdasina

ZEGAAdasina is a registered investment adviser. ZEGA Financial, LLC,Robasciotti & Associates, Inc., doing business as Adasina Social Capital, is located at 3801 PGA Boulevard,548 Market Street, Suite 600, Palm Beach Gardens, Florida 33410. 60335, San Francisco, California 94104-5401.

As of MarchJanuary 31, 2023, ZEGA2024, Adasina manages approximately $625$266.5 million in assets under management.management and assets under advisement.

The names and titles of the principal executive officers of ZEGAAdasina are set forth below.

Mr. Pestrichelli is aBoth Ms. Robasciotti and Ms. Philipson are control personpersons of ZEGAAdasina due to histheir ownership of ZEGA’sAdasina’s outstanding voting securities. ZEGAAdasina does not act as investment adviser or sub-adviser to another investment company with an investment objective similar to the Fund.

Evaluation by the Board of Trustees

The Board, including the Independent Trustees voting separately, reviewed and approved the Amended Sub-Advisory Agreement at aan in-person meeting held on May 24-25, 2023.February 22, 2024. In making the determination to recommend approval of the Amended Sub-Advisory Agreement to shareholders of the Fund, the Board considered all information the Trustees deemed reasonably necessary to evaluate the terms of the Amended Sub-Advisory Agreement and to determine that it would be in the best interests of the Fund and its shareholders. These matters were considered by the Independent Trustees consulting with counsel for the Independent Trustees.

The Board gave substantial weight to ZEGA’sAdasina’s representations that: (i) the same personnel from ZEGA who currently provide investment sub-advisory services to the Fund are expected to continue to do so upon shareholder approval of the Amended Sub-Advisory Agreement; and (ii) the principal investment objective and principal investment strategies of the Fund will not change as a result of the entering into of the Amended Sub-Advisory Agreement. In addition, the Board gave substantial weight to the factrepresentations that boththe investment sub-advisory fee to be received by Adasina and the unitary management fee paid by the Fund to the Adviser would remain unchanged and the sub-advisory fee paid by the Adviser to the Sub-Adviser would remain unchanged.

Below is a discussion of the factors considered by the Board along with the conclusions with respect thereto that formed the basis for the Board’s approval of the Amended Sub-Advisory Agreement.

Prior to the meeting on May 24-25, 2023,February 22, 2024, the Board requested and received materials to assist them in considering the approval of the Amended Sub-Advisory Agreement. The materials provided contained information with respect to the factors enumerated below, including a copy of the Amended Sub-Advisory Agreement, a memorandum prepared by outside legal counsel to the Trust and the Independent Trustees discussing in detail the Trustees’ fiduciary obligations and the factors they should assess in considering the approval of the Amended Sub-Advisory Agreement, due diligence materials prepared by ZEGAAdasina (including the due diligence response completed by ZEGAAdasina with respect to a specific request letter from outside legal counsel to the Trust and the Independent Trustees, ZEGA’sAdasina’s Form ADV, select ownership, organizational, financial and insurance information for ZEGA,Adasina, biographical information of key management and compliance personnel, and ZEGA’sAdasina’s compliance manual and code of ethics) and other pertinent information. The Trustees also reviewed the Fund’s performance and expenses against a peer group of funds (the “Peer Group”) prepared by Tidal ETF Services LLC in partnership with AltaVista Research, LLC, a third-party research firm, consisting of a peer group of exchange-traded funds in the Fund’s designated Morningstar category (U.S. global large stock blend funds). Based on their evaluation of the information provided, the Trustees, by a unanimous vote (including a separate vote of the Independent Trustees), approved the Amended Sub-Advisory Agreement for an initial two-year term and from year to year thereafter, subject to annual approval by the Board provided that its renewal and continuance shall also be approved by the vote of a majority of the Independent Trustees. In their deliberations, the Trustees weighed to varying degrees the importance of the information provided to them and did not identify any particular information that was all-important or controlling.

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

Nature, extent and quality of services to be provided. The Board considered the nature, extent and quality of the Sub-Adviser’s overall services that had been provided by Adasina under the Existing Sub-Advisory Agreement and those to be provided by Adasina to the Fund under the Amended Sub-Advisory Agreement, as well as itsAdasina’s specific responsibilities in all aspects of day-to-day investment management of the Fund. The Board also considered that Adasina would be assuming responsibility for voting proxies for the Fund under the Amended Sub-Advisory Agreement. The Board considered the qualifications, experience and responsibilities of Mick BrokawRachel Robasciotti and Jay Pestrichelli,Maya Philipson, who will each continue to servehave served as a portfolio managerco-portfolio managers for the Fund since its inception, as well as the responsibilities of other key personnel of the Sub-Adviser to beAdasina involved in the day-to-day activities of the Fund. The Board reviewed the due diligence information provided by the Sub-Adviser,Adasina, including information regarding the Sub-Adviser’sAdasina’s compliance program, its compliance personnel and compliance record, as well as the Sub-Adviser’sAdasina’s cybersecurity program and business continuity plan. The Board noted that ZEGA managesAdasina does not manage any other separately managed accounts that utilize a strategy similar to that employed by the Fund.

The Board also considered other services to be provided to the Fund under the Amended Sub-Advisory Agreement, 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 considered how Adasina had provided such services under the Existing Sub-Advisory Agreement. The Board noted that the Sub-AdviserAdasina would remain responsiblecontinue to have full discretionary authority for portfolio management decisions for the Fund’s investment selections,Fund under the Amended Sub-Advisory Agreement, subject to oversight by the Adviser. The Board noted thatAdviser, as it had been responsible under the Sub-Adviser would assume responsibility for trade execution and would retain responsibility for selecting the Fund’s investments, subject to the supervision of the Adviser.Existing Sub-Advisory Agreement.

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

Investment performance of the Fund and ZEGA.Adasina. The Board noted that, pursuant to the Existing Sub-Advisory Agreement, ZEGAAdasina had served as the investment sub-adviser to the Fund since inception and has been responsible for the day-to-day investment management of the Fund. In considering Fund performance, the Board noted that ZEGA 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 primarythe Fund’s benchmark index, the Bloomberg U.S. Aggregate BondDow Jones Global Index TR, in comparison to a secondary benchmark index, the S&P 500 Total ReturnAdasina Social Justice Index (the “JSTC 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. derivative income funds) (the “Morningstarthe Peer Group”).Group. The Board noted that the Fund outperformed the Bloomberg U.S. Aggregate Bond Index for the year-to-date period ended April 30, 2023, and underperformed the Dow Jones Global Index Total Return for the one-year period ended December 31, 2023, but outperformed the Dow Jones Global Index TR over the three-year and since inception periods ended April 30,December 31, 2023. The Board noted that the Fund underperformed but was generally in line with the S&P 500 Total Returnperformance for the JSTC Index for the year-to-date, one-year, three-year and since inception periods ended April 30, 2023.December 31, 2023 and discussed factors that accounted for such differences. The Board also noted that the Fund had underperformedranked third out of fifteen Funds in the Morningstar Peer Group average over the year-to-date and one-year periodsperiod ended February 28, 2023.2, 2024 and third out of nine Funds in the Peer Group over the three-year period ended February 2, 2024.

After considering all of the information, the Board concluded that the performance of the Fund was satisfactory under current market conditions and that ZEGAAdasina has the necessary expertise and resources in providing investment sub-advisory services in accordance with the Fund’s investment objective and investment 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 ZEGA’sAdasina’s continued management.

Cost of services to be provided and profits to be realized by ZEGA.Adasina. The Board considered the structure of the proposed sub-advisory fee to be paid by the Adviser to ZEGAAdasina under the Amended Sub-Advisory Agreement. The Board noted that the sub-advisory fee payable under the Amended Sub-Advisory Agreement would remain unchanged. The Board noted that the Adviser represented to the Board that the sub-advisory fee payable under the Sub-Advisory Agreement was reasonable in lightunchanged at 0.02% of the services to be performed by the Sub-Adviser.Fund’s average daily net assets.

Further, since the sub-advisory fee is paid by the Adviser, the overall advisory fee paid by the Fund is not directly affected by the sub-advisory fee paid to ZEGA.Adasina. Consequently, the Board did not consider the cost of services provided by ZEGAAdasina or the potential profitability of its relationship with the Fund to be material factors for consideration given that ZEGAAdasina is not affiliated with the Adviser and, therefore, the sub-advisory fee to be paid to ZEGAAdasina was negotiated on an arm’s-length basis. Based on all of these factors, the Board concluded that the sub-advisory fee to be paid to ZEGAAdasina by the Adviser reflected an appropriate allocation of the advisory fee and was reasonable in light of the services to be provided by ZEGA.Adasina.

Extent of economies of scale as the Fund grows. Since the sub-advisory fee payable to ZEGAAdasina is not paid by the Fund, the Board did not consider whether the sub-advisory fee should reflect any potential economies of scale that might be realized as the Fund’s assets increase.

Benefits to be derived from the relationship with the Fund. The Board considered the direct and indirect benefits that could be received by ZEGAAdasina from its association with the Fund. The Board concluded that the benefits ZEGAAdasina 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 Amended Sub-Advisory Agreement are fair and reasonable; (b) the sub-advisory fee is reasonable in light of the services that ZEGAAdasina will provide to the Fund; and (c) the approval of the Amended Sub-Advisory Agreement for an initial term of two years was in the best interests of the Fund and its shareholders.shareholders..

The Board of Trustees recommends that shareholders of the Fund vote FOR approval of the Amended Sub-Advisory Agreement on behalf of thatthe Fund.

The purpose of this Proposal 2 is to authorize the holder of proxies solicited under this proxy statement to vote the shares represented by the proxies in favor of the adjournment of the Meeting from time to time in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve Proposal 1.

One or more adjournments may be made without notice other than an announcement at the Meeting, to the extent permitted by applicable law and the Trust’s governing documents. Any adjournment of the Meeting for the purpose of soliciting additional proxies will allow the Fund’s shareholders who have already sent in their proxies to revoke them at any time before their use at the Meeting, as adjourned.

OTHER BUSINESS

The proxy holders have no present intention of bringing any other business before the Meeting other than the matters described herein or matters in connection with or for the purpose of effecting the same. Neither the proxy holders nor the Board are aware of any matters which may be presented by others. If any other matters properly come before the Meeting, the shares represented by proxies will be voted in accordance with the best judgment of the person or persons voting the proxies.

OUTSTANDING SHARES AND VOTING REQUIREMENTS

Record Date. The Board has fixed the close of business on [June 21, 2023]April 1, 2024 (the “Record Date”) as the record date for determining shareholders of the Fund entitled to notice of and to vote at the Meeting or any adjournment thereof. As of the Record Date, there were [ ]9,900,000 outstanding shares of beneficial interest of the Fund. Each share of the Fund is entitled to one vote, with proportionate voting for fractional shares.

5% Shareholders.As of the Record Date, the following shareholders owned of record more than 5% of the outstanding shares of the Fund. Accounts with an asterisk may be deemed to control the Fund by virtue of owning more than 25% of the Fund’s outstanding shares. No other person owned of record and, according to information available to the Trust, no other person owned beneficially, 5% or more of the outstanding shares of the Fund on the Record Date.

[

All Trustees and officers as a group owned of record or beneficially less than 1% of the Fund’s outstanding shares on the Record Date.]

Quorum and Voting Requirements. A quorum is the number of shares legally required to be at a meeting in order to conduct business. The presence at the Meeting, in person or by proxy, of Fund shareholders representing one-third of the shares outstanding and entitled to vote as of the Record Date constitutes a quorum for the Meeting. Proposal 1 requires a vote of a majority of the outstanding shares of the Fund to approve the Amended Sub-Advisory Agreement. Proposal 2 requires the vote of a majority of the votes cast, either in person or by proxy, at the Meeting to approve any adjournment(s) of the Meeting, even if the number of votes cast is fewer than the number required for a quorum.

The vote of a majority of the outstanding shares means the vote of the lesser of (1) 67% or more of the shares present or represented by proxy at the Meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (2) more than 50% of the Fund’s outstanding shares. Proxy cards properly executed and marked with a negative vote or an abstention will be considered to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business.

If shareholders of the Fund approve Proposal 2, the holders of proxies may vote to adjourn the Meeting. If the Meeting is called to order but a quorum for the Fund is not present at the Meeting, the vote of a majority of shares present is sufficient for adjournment of the Meeting to a later date. If a quorum for the Fund is present at the Meeting but sufficient votes to approve the proposals described herein are not received, the persons named as proxies or their substitutes may propose one or more adjournments of the Meeting to permit further solicitation of proxies with respect to one or more proposals. Any such adjournment will require the affirmative vote of a majority of those shares of the Fund represented at the Meeting in person or by proxy. One or more adjournments of the Meeting may be made without written notice other than an announcement at the Meeting, to the extent permitted by applicable law and the Trust’s governing documents. Any adjournment of the meeting without notice to shareholders must be held within ninety (90) calendar days after the date set for the original meeting. If the adjournment is for more than ninety (90) calendar days from the date set for the original meeting or a new record date is fixed for the adjourned meeting, notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with applicable law and the Trust’s governing documents.

“Broker non-votes” are shares held by a broker or nominee for which an executed proxy is received by the Fund but are not voted as to one or more proposals because instructions have not been received from the beneficial owners or persons entitled to vote and the broker or nominee does not have discretionary voting power. As the only proposals on the agenda are non-routine items, there will not be any broker non-votes. Abstentions are counted for purposes of determining whether a quorum is present but do not represent votes cast with respect to a proposal. Accordingly, abstentions on the proposals effectively will be a vote against the proposals.

ADDITIONAL INFORMATION ABOUT THE OPERATION OF THE FUND

Principal Underwriter

Foreside Fund Services, LLC (the “Underwriter”) serves as the Fund’s principal underwriter and, as such, is the exclusive agent for distribution of the Fund’s shares. The Underwriter is obligated to sell shares of the Fund on a best-efforts basis only against purchase orders for the shares. Shares of the Fund are offered to the public on a continuous basis. The Underwriter is located at Three Canal Plaza, Suite 100, Portland, Maine 04101.

Administrator

Tidal ETF Services LLC (“Tidal”), a Tidal Financial Group company and an affiliate of the Adviser, serves as the Fund’s administrator. Tidal is located at 234 W Florida Street, Suite 203, Milwaukee, Wisconsin 53204.

Sub-Administration and Other Services

U.S. Bancorp Fund Services, LLC, located at 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the Fund’s sub-administrator, fund accountant, and transfer agent.

Independent Registered Public Accounting Firm

CohenTait, Weller & Company, Ltd., 342 North WaterBaker LLP, Two Liberty Place, 50 S. 16th Street, Suite 830, Milwaukee, Wisconsin 53202,29th Floor, Philadelphia, Pennsylvania 19102, serves as the Fund’s independent registered public accounting firm.

Annual and Semi-Annual Reports

The Fund will furnish, without charge, a copy of its most recent annual report and most recent semi-annual report succeeding such annual report, if any, upon request. To request the most recent annual or semi-annual report, please call us toll free at (833) 743-0080 or write to ZEGA Buy and HedgeAdasina Social Justice All Cap Global ETF, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701.

OTHER MATTERS

Shareholder Proposals

As a Delaware business trust, the Trust does not intend to, and is not required to hold annual meetings of shareholders, except under certain limited circumstances. The Board does not believe a formal process for shareholders to send communications to the Board is appropriate due to the infrequency of shareholder communications to the Board. The Trust has not received any shareholder proposals to be considered for presentation at the Meeting. Under the proxy rules of the SEC, shareholder proposals may, under certain conditions, be included in the Trust'sTrust’s proxy statement and proxy for a particular meeting. Under these rules, proposals submitted for inclusion in the Trust’s proxy materials must be received by the Trust within a reasonable time before the solicitation is made. The fact that the Trust receives a shareholder proposal in a timely manner does not ensure its inclusion in its proxy materials, because there are other requirements in the proxy rules relating to such inclusion. Annual meetings of shareholders of the Fund are not required as long as there is no particular requirement under the 1940 Act or the Declaration of Trust, which must be met by convening such a shareholder meeting. Any shareholder proposal should be sent to Eric W. Falkeis,Lissa M. Richter, Secretary of the Trust, 234 W Florida Street, Suite 203, Milwaukee, Wisconsin 53204.

Shareholder Communications with Trustees

Shareholders who wish to communicate with the Board or individual Trustees should write to the Board or the particular Trustee in care of the Fund, at the offices of the Trust as set forth below. All communications will be forwarded directly to the Board or the individual Trustee. The Trust does not have a policy requiring Trustees to attend shareholder meetings.

Proxy Delivery

The Trust may send only one proxy statement to shareholders who share the same address unless the Fund has received different instructions from one or more of the shareholders. The Fund will deliver promptly to a shareholder, upon oral or written request, a separate copy of the proxy statement to a shared address to which a single copy of this proxy statement was delivered. By calling or writing the Fund, a shareholder may request separate copies of future proxy statements, or if the shareholder is receiving multiple copies of the proxy statement now, may request a single copy in the future. To request a paper or e-mail copy of the proxy statement or annual report at no charge, or to make any of the aforementioned requests, write to ZEGA Buy and HedgeAdasina Social Justice All Cap Global ETF, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 or call the Fund toll-free at (833) 743-0080.

Date: [ ], 2023April 4, 2024

Please complete, date, and sign the enclosed proxy card and return it promptly in the enclosed reply envelope. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. You may also vote by telephone or through the Internet by following the instructions on your proxy card.

EXHIBIT A: FORM

VOTE BY MAIL

1. Read the proxy statement.

2. Check the appropriate box(es) on the reverse side of the proxy card.

3. Sign, date and return the proxy card in the envelope provided.

VOTE ONLINE

1. Read the proxy statement and have the proxy card at hand.

2. Follow the simple instructions.

VOTE BY PHONE

1. Read the proxy statement and have the proxy card at hand.

2. Follow the simple instructions.

ADASINA SOCIAL JUSTICE ALL CAP GLOBAL ETF

SPECIAL MEETING OF PROPOSED SHAREHOLDERS TO BE HELD MAY 28, 2024

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND

CONTROL NUMBER

AUTHORIZED SIGNATURE(S)

This section must be completed for your vote to be counted.

Signature(s) and Title(s), if applicable Sign in the box above Date

Note: Please sign exactly as your name(s) appear(s) on this proxy card. If signing for estates, trusts, or other fiduciaries, your title or capacity should be stated and where mor than one name appears, a majority must sign. If shares are held jointly, one or more joint owners should sign personally. If a corporation, the signature should be that of an authorized officer who should state his or her title.

Important Notice Regarding the Availability of Proxy Materials for this Special Meeting of Shareholders to be held on May 28, 2024.

The Proxy Statement for this Meeting is available at: https://proxyvotinginfo.com/p/Adasina2024

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR VOTE TODAY!

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.

IF YOU ARE NOT VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.

This proxy is solicited on behalf of the Board of Trustees of the Fund. It will be voted as specified.

If no specification is made, this proxy shall be voted FOR the proposal.

If any other matters properly come before the Meeting to be voted on, the proxy holders may, in their discretion, vote upon any other matters as may properly come before the Special Meeting and any adjournments or postponements thereof.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSALS.

TO VOTE, MARK BOX(ES) BELOW IN BLUE OR BLACK INK AS FOLLOWS:

FOR AGAINST ABSTAIN

1. To approve an amended and restated sub-advisory agreement between Tidal Investments LLC and Robasciotti & Associates, Inc., doing business as Adasina Social Capital, with respect to the Adasina Social Justice All Cap Global ETF, a series of Tidal ETF Trust.

FOR

AGAINST

ABSTAIN

2. To approve any adjournments of the special meeting from time to time to solicit additional proxies if there are insufficient votes at the time of the special meeting to constitute a quorum or approve Proposal 1.

Exhibit A

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT WITH ZEGA FINANCIAL, LLC

This Amended and Restated Sub-Advisory Agreement (the “Agreement”) is made as of this [ ]__ day of [ ], 2023______________, 2024 by and between TorosoTidal Investments LLC, a Delaware limited liability company, with its principal place of business at 234 West Florida Street, Suite 203 Milwaukee, Wisconsin 53204 (the “Adviser”) and ZEGA Financial, LLC,Robasciotti & Associates, Inc. d/b/a Nebraska Limited Liability Company,Adasina Social Capital, a California corporation, with its principal place of business at 3801 PGA Blvd, Palm Beach Gardens, FL 33410548 Market Street, Suite 60335, San Francisco, CA 94104 (the “Sub-Adviser”), with respect to each series of Tidal ETF Trust (the “Trust”) identified on Schedule A to this Agreement, as may be amended from time to time (each, a “Fund” and, if more than one Fund, together, the “Funds”).

BACKGROUND

A.         The Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and engages in the business of providing investment advisory services.

B.         The Adviser, formerly named Toroso Investments, LLC, has entered into an Investment Advisory Agreement dated June 1, 2021September 10, 2020 (the “Investment Advisory Agreement”) with the Trust, an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), on behalf of each Fund.

C.         The Adviser and the Sub-Adviser made and entered into that certain Sub-Advisory Agreement with respect to the certain series of the Trust, which wasa sub-advisory agreement dated as of June 1, 2021September 10, 2020 (the “Superseded Agreement”), which will be terminated effective as of the date first set forth above.

D.         The Sub-Adviser is registered as an investment adviser under the Advisers Act and engages in the business of providing investment advisory services.

E.         The Investment Advisory Agreement contemplates that the Adviser may appoint one or more sub-advisers to perform some or all of the services for which the Adviser is responsible.

F.         Subject to the terms of this Agreement, the Sub-Adviser is willing to furnish such services to the Adviser and each Fund.

TERMS

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the sufficiency of which is hereby acknowledged, and each of the parties hereto intending to be legally bound, it is agreed as follows:

1.         Appointment of the Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as an investment adviser for each Fund, subject to the supervision and oversight of the Adviser and the Board of Trustees of the Trust (the “Board”), and in accordance with the terms and conditions of this Agreement. The Sub-Adviser will be an independent contractor and will have no authority to act for or represent the Trust or the Adviser in any way or otherwise be deemed an agent of the Trust or the Adviser except as expressly authorized in this Agreement or another writing by the Trust, the Adviser and the Sub-Adviser. The Sub-Adviser accepts that appointment and agrees to render the services herein set forth, for the compensation herein provided.

2.         Sub-Advisory Services. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to the Sub-Adviser by the Adviser), including determining, from time to time, what securities (and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund.

The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser, and written confirmation of receipt of such notice from the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice.

If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below).

If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions.

If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question.

In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.”

Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

5.         Compliance. The Sub-Adviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser and to maintain all licenses and registrations necessary to perform its duties hereunder in good order. The Sub-Adviser also agrees to comply with the objectives, policies and restrictions set forth in the Registration Statement, as amended or supplemented, of the Funds, and with any policies, guidelines, instructions and procedures approved by the Board or the Adviser and provided to the Sub-Adviser. In selecting each Fund’s portfolio investments and performing the Sub-Adviser’s obligations hereunder, the Sub-Adviser shall cause each Fund to comply with the diversification and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for qualification as a regulated investment company if the Fund has elected to be treated as a regulated investment company under the Code. The Sub-Adviser shall maintain compliance procedures that it reasonably believes are adequate to ensure its compliance with the foregoing. No supervisory activity undertaken by the Board or the Adviser shall limit the Sub-Adviser’s full responsibility for any of the foregoing.

6.         Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Funds shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for each Fund’s portfolio investments to the Adviser with the authority to delegate such responsibility to sub-advisers.

To carry out such proxy voting obligations, the Sub-Adviser shall initially have the proxy voting authority, if any, as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s proxy voting authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice to the Adviser declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice.

If Schedule A indicates “full” proxy voting authority, initially, the Adviser hereby delegates such proxy voting authority for a Fund to the Sub-Adviser. So long as proxy voting authority for a Fund has been delegated to the Sub-Adviser, the Sub-Adviser shall exercise its proxy voting responsibilities. The Sub-Adviser shall carry out such responsibility in accordance with any instructions that the Board or the Adviser shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Sub-Adviser shall provide periodic reports and keep records relating to proxy voting as the Board or the Adviser may reasonably request or as may be necessary for the Funds to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting authority to the Sub-Adviser may be revoked or modified by the Adviser at any time.

If Schedule A indicates “advisory” proxy voting authority, initially, the Sub-Adviser shall provide the Adviser, via a mutually agreed upon methodology, the Sub-Adviser’s recommendations with respect to how to vote proxies with respect to all or a sub-set of a Fund’s proxies. Notwithstanding such recommendations, the Adviser shall retain full proxy voting authority to decide how to vote all such proxies.

If Schedule A indicates “none” with respect to proxy voting authority, the Sub-Adviser shall have no proxy voting authority or responsibilities with respect to a Fund’s proxy voting obligations.

7.         Brokerage. As described above in Section 2, the Adviser may delegate full trading authority to the Sub-Adviser, delegate shared (or partial) trading authority to the Sub-Adviser, or the Adviser may retain full trading authority (and, in that case, delegate no such authority to the Sub-Adviser). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall have the trading authority set forth below in this Section 7 (Brokerage) for a Fund’s entire portfolio. If Schedule A indicates “partially discretionary” trading authority, initially, the Sub-Adviser shall have no trading authority with respect to the Subset, but shall have the authority set forth below in this Section 7 (Brokerage) for the remaining portion of a Fund’s portfolio. Finally, if Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser will have no trading authority or responsibilities under this Agreement (for a Fund), nor any authority to place or execute securities transactions on behalf of such Fund.

9.           Code of Ethics. The Sub-Adviser has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, which it will provide to the Adviser and Trust. The Sub-Adviser shall ensure that its Access Persons (as defined in the Sub-Adviser’s Code of Ethics) comply in all material respects with the Sub-Adviser’s Code of Ethics, as in effect from time to time. Upon request, the Sub-Adviser shall provide the Adviser and the Trust with a copy of the Sub-Adviser’s current Code of Ethics, as in effect from time to time. The Sub-Adviser certifies that it has adopted procedures reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by the Sub-Adviser’s Code of Ethics. Annually, the Sub-Adviser shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Sub-Adviser’s Code of Ethics to the Adviser and Trust. The Sub-Adviser shall respond to requests for information from the Adviser and the Trust as to violations of the Code of Ethics by Access Persons and the sanctions imposed by the Sub-Adviser. The Sub-Adviser shall immediately notify the Adviser of any material violation of the Code of Ethics, whether or not such violation relates to a security held by any Fund.

10.         Members and Employees. Members and employees of the Sub-Adviser may be trustees, officers or employees of the Trust.

11.         Custody. Nothing in this Agreement shall permit the Sub-Adviser to take or receive physical possession of cash, securities or other investments of a Fund.

12.         Compensation.

13.         Non-Exclusivity. The services to be rendered by the Sub-Adviser under the provisions of this Agreement are not to be deemed to be exclusive, and the Sub-Adviser shall be free to render similar or different services to others so long as its ability to render the services provided for in this Agreement shall not be impaired thereby. Without limiting the foregoing, the Sub-Adviser, its members, employees and agents may engage in other businesses, may render investment advisory services to other investment companies, or to any other corporation, association, firm, entity or individual, and may render underwriting services to the Trust on behalf of a Fund or to any other investment company, corporation, association, firm, entity or individual.

20.            Notices. Any notice required or permitted to be given by either party to the other shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service, or three days after sent by registered or certified mail, postage prepaid, return receipt requested, or on the date sent and confirmed received by facsimile transmission to the other party’s address set forth below, or such other address(es) as may be specified in writing by one party to the other party.

Notices to Adviser shall be sent to:

TorosoTidal Investments LLC

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

Attn: Chief Executive Officer

[Tidal email]

Notices to Sub-Adviser shall be sent to:

ZEGA FinancialAdasina Social Capital 

3801 PGA Blvd870 Market Street, Suite 1275 

Palm Beach Gardens, FL 33410San Francisco, CA 94102 

Attn: Jay PestrichelliChief Executive Officer 

Compliance@adasina.com

21.20.         Successors. This Agreement shall extend to and bind the heirs, executors, administrators and successors of the parties hereto.

22.21.         Meanings. For the purposes of this Agreement, the terms “vote of a majority of the outstanding voting securities;” “interested persons;” and “assignment” shall have the meaning defined in the 1940 Act or the rules promulgated thereunder; subject, however, to such exemptions as may be granted by the SEC under the 1940 Act or any interpretations of the SEC staff.

23.

22.         Entire Agreement and Amendments. This Agreement represents the entire agreement among the parties with regard to the investment management matters described herein supersedes the Superseded Agreement, and may not be added to or changed orally and may not be modified or rescinded except by a writing signed by the parties hereto except as otherwise noted herein. This Agreement supersedes the Superseded Agreement.

24.23.         Enforceability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.

25.

24.         Jurisdiction. This Agreement shall be governed by and construed in accordance with the substantive laws of the state of New York and the Adviser and Sub-Adviser consent to the jurisdiction of courts, both state or federal, in New York, with respect to any dispute under this Agreement.

26.25.         Section Headings. The headings of sections contained in this Agreement are provided for convenience only, form no part of this Agreement and shall not affect its construction.

27.26.         Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have this Agreement to be executed by their duly authorized officers on the day and year first written above.

TOROSOTIDAL INVESTMENTS LLC

ZEGA Financial, LLCROBASCIOTTI & ASSOCIATES, INC. d/b/a ADASINA SOCIAL CAPITAL

Sensitivity: Privileged & Confidential

Schedule A

to the

Amended and Restated Sub-Advisory Agreement

by and between

TorosoTidal Investments LLC

and

ZEGA Financial, LLCRobasciotti & Associates, Inc. d/b/a Adasina Social Capital

	VOTE BY MAIL
		1.	Read the proxy statement.
		2.	Check the appropriate box(es) on the reverse side of the proxy card.
		3.	Sign, date and return the proxy card in the envelope provided.
	VOTE ONLINE
		1.	Read the proxy statement and have the proxy card at hand.
		2.	Follow the simple instructions.
	VOTE BY PHONE
		1.	Read the proxy statement and have the proxy card at hand.
		2.	Follow the simple instructions.

↓  Please detach at perforation before mailing.↓

ZEGA BUY AND HEDGE ETF

SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 14, 2023 

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND

The undersigned hereby appoints each of Eric Falkeis and Aaron Perkovich, as Proxy of the undersigned, with full power of substitution, and hereby authorizes either of them to vote on behalf of the undersigned all shares of the Fund that the undersigned is entitled to vote at the Special Meeting of Shareholders of the Fund to be held at 10 a.m. Central Time, on August 14, 2023 at the offices of the Fund’s administrator, Tidal ETF Services LLC, 234 West Florida Street, Suite 203, Milwaukee, Wisconsin 53204 and at any postponements or adjournments thereof, as fully as the undersigned would be entitled to vote if personally present. This proxy will be governed by and construed in accordance with the laws of the State of Wisconsin and applicable federal securities laws. The execution of this proxy is not intended to, and does not, revoke any prior proxies or powers of attorney other than the revocation, in accordance with the laws of the State of Wisconsin and applicable federal securities laws, of any proxy previously granted specifically in connection with the voting of the shares subject hereto. This proxy may be revoked at any time prior to the exercise of the powers conferred thereby.

Important Notice Regarding the Availability of Proxy Materials for this Special Meeting of Shareholders to

be held on August 14, 2023.

The Proxy Statement for this Meeting isavailable at: https://proxyvotinginfo.com/p/zega2023

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.

PLEASE CAST YOUR VOTE TODAY!

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.

IF YOU ARE NOT VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THIS PROXY CARD ON THE

REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.

This proxy is solicited on behalf of the Board of Trustees of the Fund. It will be voted as specified. 

If no specification is made, this proxy shall be voted FOR the proposal.

↓  Please detach at perforation before mailing.↓

If any other matters properly come before the Meeting to be voted on, the proxy holders may, in their discretion,

vote upon any other matters as may properly come before the Special Meeting and any adjournments or

postponements thereof.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSALS.

TO VOTE, MARK BOX(ES) BELOW IN BLUE OR BLACK INK AS FOLLOWS:☒

YOUR SIGNATURE ON THIS VOTING /VOTING INSTRUCTION CARD IS REQUIRED FOR YOUR VOTE TO BE COUNTED. IF YOU ARE NOT VOTING BY TELEPHONE

OR INTERNET, PLEASE BE SURE TO SIGN, DATE, AND RETURN ALL PAGES OF THIS CARD IN THE ENCLOSED ENVELOPE