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: May 31
Date of reporting period: November 30, 2024
Item 1. Reports to Stockholders.
Newday Ocean Health ETF Tailored Shareholder Report
semi-annual Shareholder Report November 30, 2024 Newday Ocean Health ETF Ticker: AHOY (Listed on NYSE Arca, Inc.) |
This semi-annual shareholder report contains important information about the Newday Ocean Health ETF (the "Fund") for the period June 1, 2024 to November 30, 2024. You can find additional information about the Fund at www.newdayimpactetfs.com. You can also request this information by contacting us at (833) 486-7347 or by sending an email request to info@newdayimpactetfs.com. This report describes changes to the Fund that occurred after the reporting period.
What were the Fund costs for the past six months?
(based on a hypothetical $10,000 investment)
Fund Name | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
---|
Newday Ocean Health ETF | $39 | 0.75% |
Costs paid as a percentage of a $10,000 investment is an annualized figure.
Key Fund Statistics
(as of November 30, 2024)
| |
---|
Fund Size (Thousands) | $3,199 |
Number of Holdings | 26 |
Portfolio Turnover | 12% |
Sector Breakdown
(% of total portfolio)
Sector | % |
Industrial | 0.461 |
Consumer, Non-cyclical | 0.248 |
Basic Materials | 0.11 |
Consumer, Cyclical | 0.101 |
Utilities | 0.045 |
Financial | 0.029 |
Cash Equivalents | 0.006 |
Percentages are based on total net assets. Cash Equivalents represents short-term investments and other assets in excess of liabilities.
What did the Fund invest in?
(as of November 30, 2024)
Top Ten Holdings | (% of net assets) |
---|
Walmart, Inc. | 5.5 |
Stantec, Inc. | 5.1 |
Jacobs Solutions, Inc. | 5.1 |
Ecolab, Inc. | 4.8 |
Organo Corp. | 4.7 |
Costco Wholesale Corp. | 4.6 |
McKesson Corp. | 4.6 |
Cargotec Oyj | 4.5 |
Veolia Environnement SA | 4.5 |
The Kroger Co. | 4.4 |
How has the Fund changed?
This is a summary of certain changes to the Fund effective December 31, 2024. For more complete information, you may review the Fund’s prospectus, as supplemented.
Tidal Investments LLC (“Tidal”), the Fund’s investment adviser, and Newday Funds, Inc., doing business as Newday Impact (“Newday”), the Fund’s investment sub-adviser, recommended to the Board of Trustees (the “Board”) of Tidal ETF Trust the closure and liquidation of the Fund. Unfortunately, despite the efforts of Newday, the Fund has been unable to garner sufficient assets to offset its ongoing operational costs, and Tidal and Newday are of the view that the Fund could not conduct its business and operations in an economically efficient manner over the long term. The Board determined, after considering the combined recommendation of Tidal and Newday, that it was in the best interests of the Fund and its shareholders to liquidate and terminate the Fund.The Fund liquidated on December 31, 2024.
Changes in and Disagreements with Accountants
There were no changes in or disagreements with accountants.
Householding
Householding is an option available to certain investors of the Fund. Householding is a method of delivery, based on the preference of the individual investor, in which a single copy of certain shareholder documents can be delivered to investors who share the same address, even if their accounts are registered under different names. Householding for the Fund is available through certain broker-dealers. If you are interested in enrolling in householding and receiving a single copy of prospectuses and other shareholder documents, please contact your broker-dealer. If you are currently enrolled in householding and wish to change your householding status, please contact your broker-dealer.
For additional information about the Fund, including its prospectus, financial information, holdings and proxy voting information, visit www.newdayimpactetfs.com.
Newday Ocean Health ETF Tailored Shareholder Report
Item 2. Code of Ethics.
Not applicable for semi-annual reports.
Item 3. Audit Committee Financial Expert.
Not applicable for semi-annual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable for semi-annual reports.
Item 5. Audit Committee of Listed Registrants.
Not applicable for semi-annual reports.
Item 6. Investments.
| (a) | Schedule of Investments is included within the financial statements filed under Item 7 of this Form. |
Item 7. Financial Statements and Financial Highlights for Open-End Investment Companies.
Financial Statements
November 30, 2024 (Unaudited)
Tidal ETF Trust
Newday Ocean Health ETF | AHOY | NYSE Arca, Inc.
Newday Ocean Health ETF
Table of Contents
Schedule of Investments | Newday Ocean Health ETF |
November 30, 2024 (Unaudited)
COMMON STOCKS - 99.4% | | Shares | | | Value | |
Chemicals - 11.0% | | | | | | | | |
Croda International PLC | | | 2,117 | | | $ | 92,833 | |
DSM-Firmenich AG | | | 953 | | | | 104,632 | |
Ecolab, Inc. | | | 623 | | | | 154,984 | |
| | | | | | | 352,449 | |
Electronics - 4.1% | | | | | | | | |
Badger Meter, Inc. | | | 600 | | | | 130,092 | |
Engineering & Construction - 14.1% | | | | | | | | |
Acciona SA | | | 979 | | | | 124,393 | |
Jacobs Solutions, Inc. | | | 1,146 | | | | 161,850 | |
Stantec, Inc. | | | 1,886 | | | | 163,350 | |
| | | | | | | 449,593 | |
Environmental Control - 7.9% | | | | | | | | |
Kurita Water Industries Ltd. | | | 3,066 | | | | 116,364 | |
Tetra Tech, Inc. | | | 3,276 | | | | 135,987 | |
| | | | | | | 252,351 | |
Food - 10.2% | | | | | | | | |
Austevoll Seafood ASA | | | 10,290 | | | | 94,292 | |
Oceana Group Ltd. | | | 24,074 | | | | 89,959 | |
The Kroger Co. | | | 2,319 | | | | 141,645 | |
| | | | | | | 325,896 | |
Healthcare - Products - 4.0% | | | | | | | | |
Agilent Technologies, Inc. | | | 937 | | | | 129,278 | |
Household Products & Wares - 3.3% | | | | | | | | |
Reckitt Benckiser Group PLC | | | 1,719 | | | | 106,188 | |
Investment Companies - 2.9% | | | | | | | | |
Aker ASA - Class A | | | 1,793 | | | | 93,261 | |
Machinery - Diversified - 15.5% | | | | | | | | |
Kalmar OYJ - Class B (a) | | | 2,870 | | | | 94,694 | |
Organo Corp. | | | 2,640 | | | | 149,767 | |
Xylem, Inc. | | | 878 | | | | 111,287 | |
Zurn Elkay Water Solutions Corp. | | | 3,496 | | | | 139,211 | |
| | | | | | | 494,959 | |
Pharmaceuticals - 7.3% | | | | | | | | |
CVS Health Corp. | | | 1,420 | | | | 84,987 | |
McKesson Corp. | | | 235 | | | | 147,697 | |
| | | | | | | 232,684 | |
Retail - 10.1% | | | | | | | | |
Costco Wholesale Corp. | | | 153 | | | | 148,698 | |
Walmart, Inc. | | | 1,897 | | | | 175,472 | |
| | | | | | | 324,170 | |
The accompanying notes are an integral part of these financial statements. | 1 |
Schedule of Investments | Newday Ocean Health ETF |
November 30, 2024 (Unaudited)
Transportation - 4.5% | | | | | | |
Cargotec OYJ | | | 2,574 | | | | 143,056 | |
Water - 4.5% | | | | | | | | |
Veolia Environnement SA - ADR | | | 9,761 | | | | 142,608 | |
TOTAL COMMON STOCKS (Cost $2,897,385) | | | | | | | 3,176,585 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS - 0.6% | | | | | | | | |
Money Market Funds - 0.6% | | | | | | | | |
First American Government Obligations Fund - Class X, 4.56% (b) | | | 20,539 | | | | 20,539 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $20,539) | | | | | | | 20,539 | |
| | | | | | | | |
TOTAL INVESTMENTS - 100.0% (Cost $2,917,924) | | | | | | | 3,197,124 | |
Other Assets in Excess of Liabilities - 0.0% (c) | | | | | | | 1,464 | |
TOTAL NET ASSETS - 100.0% | | | | | | $ | 3,198,588 | |
Percentages are stated as a percent of net assets.
ADR - American Depositary Receipt
ASA - Advanced Subscription Agreement
PLC - Public Limited Company
(a) | Non-income producing security. |
(b) | The rate shown represents the 7-day annualized effective yield as of November 30, 2024. |
(c) | Represents less than 0.05% of net assets. |
The accompanying notes are an integral part of these financial statements. | 2 |
Statement of Assets and Liabilities | Newday Ocean Health ETF |
November 30, 2024 (Unaudited)
ASSETS: | | | |
Investments, at value (Note 2) | | $ | 3,197,124 | |
Dividends receivable | | | 2,723 | |
Dividend tax reclaims receivable | | | 627 | |
Interest receivable | | | 64 | |
Total assets | | | 3,200,538 | |
| | | | |
LIABILITIES: | | | | |
Payable to adviser (Note 4) | | | 1,950 | |
Total liabilities | | | 1,950 | |
NET ASSETS | | $ | 3,198,588 | |
| | | | |
NET ASSETS CONSISTS OF: | | | | |
Paid-in capital | | $ | 2,737,023 | |
Total distributable earnings | | | 461,565 | |
Total net assets | | $ | 3,198,588 | |
| | | | |
Net assets | | $ | 3,198,588 | |
Shares issued and outstanding (a) | | | 125,000 | |
Net asset value per share | | $ | 25.59 | |
| | | | |
COST: | | | | |
Investments, at cost | | $ | 2,917,924 | |
(a) | Unlimited shares authorized without par value. |
The accompanying notes are an integral part of these financial statements. | 3 |
Statement of Operations | Newday Ocean Health ETF |
November 30, 2024 (Unaudited) | |
INVESTMENT INCOME: | | | |
Dividend income | | $ | 28,853 | |
Less: Dividend withholding taxes | | | (3,945 | ) |
Interest income | | | 737 | |
Total investment income | | | 25,645 | |
| | | | |
EXPENSES: | | | | |
Investment advisory fee (Note 4) | | | 11,592 | |
Total expenses | | | 11,592 | |
NET INVESTMENT INCOME | | | 14,053 | |
| | | | |
REALIZED AND UNREALIZED GAIN | | | | |
Net realized gain from: | | | | |
Investments | | | 174,268 | |
Foreign currency translation | | | (250 | ) |
Net realized gain | | | 174,018 | |
Net change in unrealized depreciation on: | | | | |
Investments | | | (25,209 | ) |
Foreign currency translation | | | (4 | ) |
Net change in unrealized depreciation | | | (25,213 | ) |
Net realized and unrealized gain | | | 148,805 | |
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 162,858 | |
The accompanying notes are an integral part of these financial statements. | 4 |
Statements of Changes in Net Assets | Newday Ocean Health ETF |
| | Period ended November 30, 2024 (Unaudited) | | | Year ended May 31, 2024 | |
OPERATIONS: | | | | | | | | |
Net investment income | | $ | 14,053 | | | $ | 28,356 | |
Net realized gain | | | 174,018 | | | | 303,453 | |
Net change in unrealized appreciation/(depreciation) | | | (25,213 | ) | | | 307,074 | |
Net increase in net assets from operations | | | 162,858 | | | | 638,883 | |
| | | | | | | | |
DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Distributions to shareholders | | | — | | | | (15,372 | ) |
Total distributions to shareholders | | | — | | | | (15,372 | ) |
| | | | | | | | |
CAPITAL TRANSACTIONS: | | | | | | | | |
Subscriptions | | | 641,614 | | | | 1,595,213 | |
Redemptions | | | (641,470 | ) | | | (1,091,085 | ) |
Net increase in net assets from capital transactions | | | 144 | | | | 504,128 | |
| | | | | | | | |
NET INCREASE IN NET ASSETS | | | 163,002 | | | | 1,127,639 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of the period | | | 3,035,586 | | | | 1,907,947 | |
End of the period | | $ | 3,198,588 | | | $ | 3,035,586 | |
| | | | | | | | |
SHARES TRANSACTIONS | | | | | | | | |
Subscriptions | | | 25,000 | | | | 75,000 | |
Redemptions | | | (25,000 | ) | | | (50,000 | ) |
Total increase in shares outstanding | | | — | | | | 25,000 | |
The accompanying notes are an integral part of these financial statements. | 5 |
Financial Highlights | Newday Ocean Health ETF |
For a share outstanding throughout the periods presented
| | Period ended | | | | | | | |
| | November | | | Year ended | | | | |
| | 30, 2024 | | | May 31, | | | Period ended | |
| | (Unaudited) | | | 2024 | | | May 31, 2023 (a) | |
PER SHARE DATA: | | | | | | | | | | | | |
| | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 24.28 | | | $ | 19.08 | | | $ | 20.00 | |
| | | | | | | | | | | | |
INVESTMENT OPERATIONS: | | | | | | | | | | | | |
Net investment income (b) | | | 0.11 | | | | 0.24 | | | | 0.17 | |
Net realized and unrealized gain (loss) on investments (c) | | | 1.20 | | | | 5.08 | | | | (1.01 | ) |
Total from investment operations | | | 1.31 | | | | 5.32 | | | | (0.84 | ) |
| | | | | | | | | | | | |
LESS DISTRIBUTIONS FROM: | | | | | | | | | | | | |
Net investment income | | | — | | | | (0.12 | ) | | | (0.08 | ) |
Total distributions | | | — | | | | (0.12 | ) | | | (0.08 | ) |
Net asset value, end of period | | $ | 25.59 | | | $ | 24.28 | | | $ | 19.08 | |
| | | | | | | | | | | | |
TOTAL RETURN (d) | | | 5.37 | % | | | 28.01 | % | | | -4.20 | % |
| | | | | | | | | | | | |
SUPPLEMENTAL DATA AND RATIOS: | | | | | | | | | | | | |
Net assets, end of period (in thousands) | | $ | 3,199 | | | $ | 3,036 | | | $ | 1,908 | |
Ratio of expenses to average net assets (e) | | | 0.75 | % | | | 0.75 | % | | | 0.75 | % |
Ratio of net investment income to average net assets (e) | | | 0.91 | % | | | 1.12 | % | | | 0.88 | % |
Portfolio turnover rate (d)(f) | | | 12 | % | | | 93 | % | | | 40 | % |
(a) | Inception date of the Fund was June 6, 2022. |
(b) | Net investment income per share has been calculated based on average shares outstanding during the period. |
(c) | Realized and unrealized gains and losses per share in the caption are balancing amounts necessary to reconcile the change in net asset value per share for the periods, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the periods. |
(d) | Not annualized for periods less than one year. |
(e) | Annualized for periods less than one year. |
(f) | Portfolio turnover rate excludes in-kind transactions. |
The accompanying notes are an integral part of these financial statements. | 6 |
Notes to Financial Statements | Newday Ocean Health ETF |
November 30, 2024 (Unaudited)
The Newday Ocean Health ETF (the “Fund”) is a non-diversified series of shares of beneficial interest of Tidal ETF Trust (the “Trust”). The Trust was organized as a Delaware statutory trust on June 4, 2018 and is registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and the offering of the Fund’s shares (“Shares”) is registered under the Securities Act of 1933, as amended. The Trust is governed by the Board of Trustees (the “Board”). Tidal Investments LLC (“Tidal Investments” or the “Adviser”), a Tidal Financial Group company, serves as investment adviser to the Fund and Newday Funds, Inc., doing business as Newday Impact (the “Sub-Adviser”), serves as sub-adviser to the Fund. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services—Investment Companies.” The Fund commenced operations on June 6, 2022.
The investment objective of the Fund is to seek to capture long-term capital appreciation.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES |
The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
| A. | Security Valuation. Equity securities, that are 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 each day that the Fund is open for business. |
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 Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:
Level 1 – | Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. |
Level 2 – | Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data. |
Level 3 – | Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability and would be based on the best information available. |
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
Notes to Financial Statements | Newday Ocean Health ETF |
November 30, 2024 (Unaudited)
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The following is a summary of the inputs used to value the Fund’s investments as of November 30, 2024:
Assets: | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Investments: | | | | | | | | | | | | |
Common Stocks | | $ | 3,176,585 | | | $ | — | | | $ | — | | | $ | 3,176,585 | |
Money Market Funds | | | 20,539 | | | | — | | | | — | | | | 20,539 | |
Total Investments | | $ | 3,197,124 | | | $ | — | | | $ | — | | | $ | 3,197,124 | |
Refer to the Schedule of Investments for further disaggregation of industry classifications.
| B. | Federal Income Taxes. The Fund has elected to be taxed as a “regulated investment company” and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provision for federal income taxes or excise taxes has been made. |
In order to avoid imposition of the excise tax applicable to regulated investment companies, the Fund intends to declare as dividends in each calendar year at least 98.0% of its net investment income (earned during the calendar year) and at least 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years. As a registered investment company, the Fund is subject to a 4% excise tax that is imposed if the Fund does not distribute by the end of any calendar year at least the sum of (i) 98% of its ordinary income (not taking into account any capital gain or loss) for the calendar year and (ii) 98.2% of its capital gain in excess of its capital loss (adjusted for certain ordinary losses) for a one year period generally ending on October 31 of the calendar year (unless an election is made to use the Fund’s fiscal year). The Fund generally intends to distribute income and capital gains in the manner necessary to minimize (but not necessarily eliminate) the imposition of such excise tax. The Fund may retain income or capital gains and pay excise tax when it is determined that doing so is in the best interest of shareholders. Management, in consultation with the Board of Trustees, evaluates the costs of the excise tax relative to the benefits of retaining income and capital gains, including that such undistributed amounts (net of the excise tax paid) remain available for investment by the Fund and are available to supplement future distributions. Tax expense is disclosed in the Statement of Operations, if applicable.
As of November 30, 2024, the Fund did not have any tax positions that did not meet the threshold of being sustained by the applicable tax authority. Generally, tax authorities can examine all the tax returns filed for the last three years. The Fund identifies its major tax jurisdiction as U.S. Federal and the Commonwealth of Delaware; however, the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially.
| C. | 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 Fund does 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 Fund reports 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 Fund’s 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.
Notes to Financial Statements | Newday Ocean Health ETF |
November 30, 2024 (Unaudited)
| D. | 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 and 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. Interest income is recorded on an accrual basis. Other non-cash dividends are recognized as investment income at the fair value of the property received. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates. |
| E. | Distributions to Shareholders. Distributions to shareholders from net investment income, if any, for the Fund are declared and paid at least annually. Distributions to shareholders from net realized gains on securities, if any, for the Fund are normally 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 the Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash or other assets, minus all liabilities by the total number of shares outstanding for the Fund, rounded to the nearest cent. The Fund’s shares will not be priced on the days on which the New York Stock Exchange (“NYSE”) is closed for trading. |
| H. | Guarantees and Indemnifications. In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. |
| I. | Illiquid Securities. Pursuant to Rule 22e-4 under the 1940 Act, the Fund has adopted a Board-approved Liquidity Risk Management Program (the “Program”) that requires, among other things, that the Fund limit its illiquid investments that are assets to no more than 15% of the value of the Fund’s net assets. An illiquid investment is any security that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. If the Fund should be in a position where the value of illiquid investments held by a Fund exceeds 15% of the Fund’s net assets, the Fund will take such steps as set forth in the Program. |
NOTE 3 – PRINCIPAL INVESTMENT RISKS |
| A. | Associated Risk of Investing Using Ocean Health Metrics and ESG Principles. The Fund’s investment strategy limits the types and number of investment opportunities available to the Fund, and, as a result, the Fund may underperform other funds that do not primarily seek to invest in companies based on Ocean Health metrics or that are screened based on ESG principals. In addition, Ocean Health and ESG investing may affect the Fund’s exposure to some companies or industries, and the Fund will forgo some investment opportunities because they are screened out based on the Fund’s investment strategy. |
| B. | Equity Market Risk. The equity securities held in the Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Fund invests. Common stocks, such as those held by the Fund, 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. |
| C. | General Market Risk. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Securities in the Fund’s portfolio may underperform in comparison to securities in the general financial markets, a particular financial market, or other asset classes, due to a number of factors, including inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters or events, pandemic diseases, terrorism, regulatory events, and government controls. |
| D. | Non-Diversification Risk. Although the Fund intends to invest in a variety of securities and instruments, the Fund is considered to be non-diversified, which means that it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers than if it were a diversified fund. As a result, the Fund may be more exposed to the risks associated with and developments affecting an individual issuer or a smaller number of issuers than a fund that invests more widely. This may increase the Fund’s volatility and cause the performance of a relatively smaller number of issuers to have a greater impact on the Fund’s performance. |
Notes to Financial Statements | Newday Ocean Health ETF |
November 30, 2024 (Unaudited)
| E. | Sector Risk. At times, the Fund may increase the relative emphasis of its investments in a particular sector or group of industries. The prices of securities of issuers in a particular sector may be more susceptible to fluctuations due to changes in economic or business conditions, government regulations, availability of basic resources or supplies, or other events that affect that industry or sector more than securities of issuers in other industries and sectors. To the extent that the Fund increases the relative emphasis of its investments in a particular industry or sector, the value of shares may fluctuate in response to events affecting that industry or sector. |
| ● | Consumer Non-Cyclical Sector Risk. The Fund’s investments in the consumer non-cyclical sector may expose it to specific risks that could negatively impact its performance. The consumer non-cyclical sector, often less sensitive to economic cycles, includes companies involved in the production of goods and services that consumers need on a regular basis. This sector’s performance is closely linked to factors such as global economic conditions, interest rates, currency exchange rates, and overall consumer demand. The resilience of these companies often hinges on their ability to maintain steady demand for essential products and services, which may be influenced by changes in demographics, consumer habits, and public health trends. Although typically considered more stable, companies in the consumer non-cyclical sector can still face challenges such as stringent regulatory environments, shifts in consumer loyalty, and intense competition, which can affect their profitability and market share. |
| ● | Industrials Sector Risk. The Fund may invest in companies in the industrials sector, and therefore the performance of the Fund could be negatively impacted by events affecting this sector. The industrials sector may be affected by changes in the supply of and demand for products and services, product obsolescence, claims for environmental damage or product liability and general economic conditions, among other factors. |
| F. | Foreign Securities Risk. Investments in securities or other instruments of non-U.S. issuers involve certain risks not involved in domestic investments and may experience more rapid and extreme changes in value than investments in securities of U.S. companies. Financial markets in foreign countries often are not as developed, efficient, or liquid as financial markets in the United States, and therefore, the prices of non-U.S. securities and instruments can be more volatile. In addition, the Fund will be subject to risks associated with adverse political and economic developments in foreign countries, which may include the imposition of economic sanctions. Generally, there is less readily available and reliable information about non-U.S. issuers due to less rigorous disclosure or accounting standards and regulatory practices. |
| G. | Currency Risk. The Fund’s exposure to foreign currencies subjects the Fund to the risk that those currencies will decline in value relative to the U.S. Dollar. Currency rates in foreign countries may fluctuate significantly over short periods of time for any number of reasons, including changes in interest rates and the imposition of currency controls or other political developments in the U.S. or abroad. |
| H. | Models and Data Risk. The composition of the Fund’s portfolio is heavily dependent on proprietary quantitative models as well as information and data supplied by third parties (“Models and Data”). When Models and Data prove to be incorrect or incomplete, any decisions made in reliance thereon may lead to the inclusion or exclusion of securities from the Fund’s portfolio universe that would have been excluded or included had the Models and Data been correct and complete. |
| I. | Exchange-Traded Fund (“ETF”) Risks. |
| ● | Authorized Participants, Market Makers, and Liquidity Providers Concentration Risk. The Fund has a limited number of financial institutions that are authorized to purchase and redeem Shares directly from the Fund (known as “Authorized Participants” or “APs”). In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Shares may trade at a material discount to NAV and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services; or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions. |
Notes to Financial Statements | Newday Ocean Health ETF |
November 30, 2024 (Unaudited)
| ● | Costs of Buying or Selling Shares. Due to the costs of buying or selling Shares, including brokerage commissions imposed by brokers and bid-ask spreads, frequent trading of Shares may significantly reduce investment results and an investment in Shares may not be advisable for investors who anticipate regularly making small investments. |
| ● | Shares May Trade at Prices Other Than NAV. As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of Shares will approximate the Fund’s NAV, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount) due to supply and demand of Shares or during periods of market volatility. This risk is heightened in times of market volatility, periods of steep market declines, and periods when there is limited trading activity for Shares in the secondary market, in which case such premiums or discounts may be significant. Because securities held by the Fund may trade on foreign exchanges that are closed when the Fund’s primary listing exchange is open, the Fund is likely to experience premiums and discounts greater than those of ETFs holding only domestic securities. |
| ● | Trading. Although Shares are listed on a national securities exchange, such as NYSE Arca, Inc (the “Exchange”), and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that Shares will trade with any volume, or at all, on any stock exchange. In stressed market conditions, the liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying portfolio holdings, which can be significantly less liquid than Shares. Also, in stressed market conditions, the market for Shares may become less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings. These adverse effects on liquidity for Shares, in turn, could lead to wider bid/ask spreads and differences between the market price of Shares and the underlying value of those Shares. |
| J. | Market Capitalization Risk. |
| ● | Large-Capitalization Investing. 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. |
| ● | Mid-Capitalization Investing. 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. |
| ● | Small-Capitalization Investing. The securities of small-capitalization companies may be more vulnerable to adverse issuer, market, political, or economic developments than securities of large- or mid-capitalization companies. The securities of small-capitalization companies generally trade in lower volumes and are subject to greater and more unpredictable price changes than large- or mid-capitalization stocks or the stock market as a whole. There is typically less publicly available information concerning smaller-capitalization companies than for larger, more established companies. |
| K. | Management Risk. The Fund is actively-managed and may not meet its investment objective based on the Sub-Adviser’s success or failure to implement investment strategies for the Fund. |
| L. | Emerging Markets Risk. The Fund may invest in securities issued by companies domiciled or headquartered in emerging market nations. Investments in securities traded in developing or emerging markets, or that provide exposure to such securities or markets, can involve additional risks relating to political, economic, currency, or regulatory conditions not associated with investments in U.S. securities and investments in more developed international markets. Such conditions may impact the ability of the Fund to buy, sell, or otherwise transfer securities, adversely affect the trading market and price for Shares and cause the Fund to decline in value. |
| M. | Depositary Receipt Risk. Depositary receipts involve risks similar to those associated with investments in foreign securities and certain additional risks. Depositary receipts listed on U.S. exchanges are issued by banks or trust companies and entitle the holder to all dividends and capital gains that are paid out on the underlying foreign shares (“Underlying Shares”). When the Fund invests in depositary receipts as a substitute for an investment directly in the Underlying Shares, the Fund is exposed to the risk that the depositary receipts may not provide a return that corresponds precisely with that of the Underlying Shares. |
NOTE 4 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS |
The Adviser serves as investment adviser to the Fund pursuant to an investment advisory agreement between the Adviser and the Trust, on behalf of the Fund (the “Advisory Agreement”), and, pursuant to the Advisory Agreement, provides investment advice to the Fund and oversees the day-to-day operations of the Fund, subject to the direction and oversight of the Board. The Adviser is also responsible for trading portfolio securities for the Fund, including selecting broker-dealers to execute purchase and sale transactions, subject to the supervision of the Board. The Adviser provides oversight of the Sub-Adviser, and review of the Sub-Adviser’s performance.
Notes to Financial Statements | Newday Ocean Health ETF |
November 30, 2024 (Unaudited)
Pursuant to the Advisory Agreement, the Fund pays the Adviser a unitary management fee (the “Investment Advisory Fee”) based on the average daily net assets of the Fund at the annualized rate of 0.75%. Out of the Investment Advisory Fee, the Adviser is obligated to pay or arrange for the payment of substantially all expenses of the Fund, including the cost of sub-advisory, transfer agency, custody, fund administration, and all other related services necessary for the Fund to operate. Under the Advisory Agreement, the Adviser has agreed to pay, or require the Sub-Adviser to pay, all expenses incurred by the Fund except for interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (collectively, “Excluded Expenses”), and the Investment Advisory Fee payable to the Adviser. The Investment Advisory Fees incurred are paid monthly to the Adviser. Investment Advisory Fees for the six-months ended November 30, 2024 are disclosed in the Statement of Operations.
The Sub-Adviser serves as the investment sub-adviser to the Fund, pursuant to a sub-advisory agreement between the Adviser and the Sub-Adviser with respect to the Fund (the “Sub-Advisory Agreement”). Pursuant to the Sub-Advisory Agreement, the Sub-Adviser is responsible for the day-to-day management of the Fund’s portfolio, including determining the securities purchased and sold by the Fund, subject to the supervision of the Adviser and the Board. The Sub-Adviser is paid a fee by the Adviser, which is calculated daily and paid monthly, at an annual rate of 0.02% of the Fund’s average daily net assets (the “Sub-Advisory Fee”). The Sub-Adviser has agreed to assume the Adviser’s obligation to pay all expenses incurred by the Fund, except for the Sub-Advisory Fee payable to the Sub-Adviser and Excluded Expenses. For assuming the payment obligations for the Fund, the Adviser has agreed to pay the Sub-Adviser the profits, if any, generated by the Fund’s Investment Advisory Fees, less a contractual fee retained by the Adviser. Expenses incurred by the Fund and paid by the Sub-Adviser include fees charged by Tidal (defined below), which is an affiliate of the Adviser.
Tidal ETF Services LLC (“Tidal”), a Tidal Financial Group company and an affiliate of the Adviser, serves as the Fund’s administrator and, in that capacity, performs various administrative and management services for the Fund. Tidal coordinates the payment of Fund-related expenses and manages the Trust’s relationships with its various service providers. As compensation for the services it provides, Tidal receives a fee based on the Fund’s average daily net assets, subject to a minimum annual fee. Tidal also is entitled to certain out-of-pocket expenses for the services mentioned above.
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”), serves as the Fund’s sub-administrator, fund accountant and transfer agent. In those capacities, Fund Services performs various administrative and accounting services for the Fund. Fund Services prepares various federal and state regulatory filings, reports and returns for the Fund, including regulatory compliance monitoring and financial reporting; prepares reports and materials to be supplied to the Board; and monitors the activities of the Fund’s custodian. U.S. Bank N.A. (the “Custodian”), an affiliate of Fund Services, serves as the Fund’s custodian.
Foreside Fund Services, LLC (the “Distributor”), acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares.
Certain officers and a trustee of the Trust are affiliated with the Adviser. Neither the affiliated trustee nor the Trust’s officers receive compensation from the Fund.
NOTE 5 – PURCHASES-AND-SALES OF SECURITIES |
For the six-months ended November 30, 2024, 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 $387,154 and $353,725, respectively.
For the six-months ended November 30, 2024, there were no purchases or sales of long-term U.S. government securities.
For the six-months ended November 30, 2024, in-kind transactions associated with creations and redemptions for the Fund were $632,905 and $643,574, respectively.
Notes to Financial Statements | Newday Ocean Health ETF |
November 30, 2024 (Unaudited)
NOTE 6 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS |
The tax character of distributions paid during the six-months ended November 30, 2024 (estimated) and prior fiscal year ended May 31, 2024, respectively, were as follows:
Distributions paid from: | | November 30, 2024 | | | May 31, 2024 | |
Ordinary income | | $ | — | | | $ | 15,372 | |
As of the most recent fiscal year ended May 31, 2024, the components of distributable (accumulated) earnings (losses) on a tax basis were as follows:
| | | May 31, 2024 | |
Investment, at cost (1) | | $ | 2,722,326 | |
Gross tax unrealized appreciation | | | 370,887 | |
Gross tax unrealized depreciation | | | (66,642 | ) |
Net tax unrealized appreciation | | | 304,245 | |
Undistributed ordinary income | | | 13,728 | |
Undistributed long-term capital gain | | | — | |
Total distributable earnings | | | 13,728 | |
Other accumulated loss | | | (19,266 | ) |
Total distributable earnings | | $ | 298,707 | |
(1) The difference between book and tax-basis unrealized appreciation 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 the Fund’s next taxable year. As of the year ended May 31, 2024, the Fund had not elected to defer any post-October or late-year losses. As of the year ended May 31, 2024, the Fund had long-term and short-term capital loss carryovers of $19,266 and $0, respectively, which do not expire. The Fund utilized $247 of capital loss carryover in the year ended May 31, 2024.
NOTE 7 – SHARE TRANSACTIONS |
Shares of the Fund are listed and traded on the Exchange. Market prices for the shares may be different from their NAV. The Fund issues and redeems shares on a continuous basis at NAV generally in large blocks of shares, called Creation Units. Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, shares generally trade in the secondary market at market prices that change throughout the day. Except when aggregated in Creation Units, shares are not redeemable securities of the Fund. Creation Units may only be purchased or redeemed by Authorized Participants. An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a Depository Trust Company participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the shares directly from the Fund. Rather, most retail investors may purchase shares in the secondary market with the assistance of a broker and are subject to customary brokerage commissions or fees.
The Fund currently offers one class of shares, which has no front- end sales load, no deferred sales charge, and no redemption fee. A fixed transaction fee is imposed for the transfer and other transaction costs associated with the purchase or sale of Creation Units. The standard fixed transaction fee for the Fund is $300, payable to the Custodian. The fixed transaction fee may be waived on certain orders if the Fund’s Custodian has determined to waive some or all of the costs associated with the order or another party, such as the Adviser, has agreed to pay such fee. In addition, a variable fee may be charged on all cash transactions or substitutes for Creation Units and Redemption Units of up to a maximum of 2%, of the value of the Creation Units and Redemption Units subject to the transaction. Variable fees received by the Fund, if any, are disclosed in the capital shares transactions section of the Statements of Changes in Net Assets. The Fund may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Fund have equal rights and privileges.
Notes to Financial Statements | Newday Ocean Health ETF |
November 30, 2024 (Unaudited)
NOTE 8 – 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 rates, the possibility of a national or global recession, trade tensions, political events, the war between Russia and Ukraine, and significant conflict between Israel and Hamas in the Middle East. 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. The Middle East conflict has led to significant loss of life, damaged infrastructure and escalated tensions both in the region and globally. 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.
NOTE 9 – SUBSEQUENT EVENTS |
In preparing these financial statements, management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. On December 13, 2024, the Board determined to close and liquidate the Fund at the recommendation of the Adviser and the Sub-Adviser. The Fund ceased operations, liquidated its assets, and distributed the liquidation proceeds to shareholders on December 31, 2024.
| (b) | Financial Highlights are included within the financial statements filed under Item 7(a) of this Form. |
Item 8. Changes in and Disagreements with Accountants for Open-End Investment Companies.
There have been no changes in or disagreements with the Fund’s accountants.
Item 9. Proxy Disclosure for Open-End Investment Companies.
There were no matters submitted to a vote of shareholders during the period covered by the report.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
See Item 7(a). Under the Investment Advisory Agreement, in exchange for a single unitary management fee from the Fund, the Adviser has agreed to pay all expenses incurred by the Fund, including Trustee compensation, except for certain excluded expenses.
Item 11. Statement Regarding Basis for Approval of Investment Advisory and Sub-Advisory Contracts.
Not applicable.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 15. Submission of Matters to a Vote of Security Holders.
Not Applicable.
Item 16. Controls and Procedures.
| (a) | The Registrant’s President/Principal Executive Officer and Treasurer/Principal Financial Officer have reviewed the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider. |
| (b) | There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not applicable to open-end investment companies.
Item 18. Recovery of Erroneously Awarded Compensation.
(a) Not Applicable
(b) Not Applicable
Item 19. Exhibits.
(a) | (1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not applicable. |
(2) Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the registrant’s securities are listed. Not applicable.
(3) 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.
(4) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.
(5) Change in the registrant’s independent public accountant. Provide the information called for by Item 4 of Form 8-K under the Exchange Act (17 CFR 249.308). Unless otherwise specified by Item 4, or related to and necessary for a complete understanding of information not previously disclosed, the information should relate to events occurring during the reporting period. Not applicable.
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 | |
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 | |
By (Signature and Title)* | /s/ Aaron J. Perkovich | |
| Aaron J. Perkovich, Treasurer/Principal Financial Officer | |
* Print the name and title of each signing officer under his or her signature.