AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON January 28, 2019

1933 Act Registration File No.:  333-227298
1940 Act File No.:  811-23377

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
☐
Pre‑Effective Amendment No.
☐
Post‑Effective Amendment No. 3
☒
and/or
 
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
☐
Amendment No.  4
☒

TIDAL ETF TRUST
(Exact Name of Registrant as Specified in Charter)

898 North Broadway, Suite 2
Massapequa, New York 11758
(Address of Principal Executive Offices, Zip Code)

(Registrant’s Telephone Number, including Area Code)  (844) 986-7676

The Corporation Trust Company
1209 Orange Street
Corporation Trust Center
Wilmington, DE 19801
(Name and Address of Agent for Service)

Copies to:

Eric Falkeis
Tidal ETF Services LLC
898 North Broadway, Suite 2
Massapequa, New York 11758
 
Christopher M. Cahlamer
Godfrey & Kahn S.C.
833 East Michigan Street
Milwaukee, Wisconsin  53202

Approximate date of proposed public offering:   As soon as practicable after the effective date of this registration statement.

It is proposed that this filing will become effective (check appropriate box):

  ☒
immediately upon filing pursuant to paragraph (b)
  ☐
on (date) pursuant to paragraph (b)
  ☐
60 days after filing pursuant to paragraph (a)(1)
  ☐
on (date) pursuant to paragraph (a)(1)
  ☐
75 days after filing pursuant to paragraph (a)(2)
  ☐
on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
  ☐
this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Explanatory Note: This Post-Effective Amendment No. 3 to the Tidal ETF Trust is filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing Exhibits (h)(5) to the Registration Statement. No changes have been made to Part A, Part B or Part C of the Registration Statement, other than Item 28 of Part C as set forth below. Accordingly, this Post-Effective Amendment No. 3 consists only of the facing page, this explanatory note and Item 28 of Part C of the Registration Statement setting forth the exhibits to the Registration Statement below. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 3 shall become effective immediately upon filing with the U.S. Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.


TIDAL ETF TRUST

PART C:  OTHER INFORMATION

Item 28.  Exhibits

Exhibit No.
Description of Exhibit
(a)
(i)
Certificate of Trust of Tidal ETF Trust (the “Trust” or the “Registrant”) – previously filed with the Trust’s Registration Statement on Form N-1A on September 12, 2018 and is incorporated herein by reference.
 
(ii)
Registrant’s Declaration of Trust – previously filed with the Trust’s Registration Statement on Form N-1A on September 12, 2018 and is incorporated herein by reference.
(b)
 
Registrant’s Amended and Restated By-Laws –   previously filed with the Trust’s Registration Statement on December 21, 2018 and is incorporated herein by reference.
(c)
 
Instruments Defining Rights of Security Holders – See relevant portions of Declaration of Trust and By-Laws.
(d)
(i)
Form of Investment Advisory Agreement between the Trust and Toroso Investments, LLC (“Toroso”) – previously filed with the Trust’s Registration Statement on December 21, 2018 and is incorporated herein by reference.
 
(ii)
Form of Investment Sub-Advisory Agreement between Toroso and Aware Asset Management, Inc. –   previously filed with the Trust’s Registration Statement on December 21, 2018 and is incorporated herein by reference.
(e)
(i)
Form of ETF Distribution Agreement between the Trust and Foreside Fund Services, LLC – previously filed with the Trust’s Registration Statement on December 21, 2018 and is incorporated herein by reference.
 
(ii)
Form of Authorized Participant Agreement – previously filed with the Trust’s Registration Statement on December 21, 2018 and is incorporated herein by reference.
 
(iii)
Form of Distribution Services Agreement between Toroso Investments, LLC and Foreside Fund Services, LLC – previously filed with the Trust’s Registration Statement on December 21, 2018 and is incorporated herein by reference.
(f)
 
Not applicable.
(g)
 
Form of Custody Agreement between the Trust and U.S. Bank National Association – previously filed with the Trust’s Registration Statement on December 21, 2018 and is incorporated herein by reference.
(h)
(i)
Form of Fund Administration Servicing Agreement between the Trust and Tidal ETF Services LLC – previously filed with the Trust’s Registration Statement on December 21, 2018 and is incorporated herein by reference.
 
(ii)
Form of Fund Sub-Administration Servicing Agreement between Tidal ETF Services LLC and U.S. Bancorp Fund Services, LLC – previously filed with the Trust’s Registration Statement on December 21, 2018 and is incorporated herein by reference.
 
(iii)
Form of Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – previously filed with the Trust’s Registration Statement on December 21, 2018 and is incorporated herein by reference.
 
(iv)
Form of Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – previously filed with the Trust’s Registration Statement on December 21, 2018 and is incorporated herein by reference.
 
(v)
Compliance Services Agreement between the Trust and Cipperman Compliance Services, LLC – filed herewith .
 
(vi)
Powers of Attorney – previously filed with the Trust’s Registration Statement on December 21, 2018 and is incorporated herein by reference.
(i)
 
Opinion and Consent of Counsel – previously filed with the Trust’s Registration Statement on December 21, 2018 and is incorporated herein by reference.


(j)
 
Consent of Independent Registered Public Accounting Firm – previously filed with the Trust’s Registration Statement on December 21, 2018 and is incorporated herein by reference.
(k)
 
Not applicable.
(l)
(i)
Subscription Agreement – previously filed with the Trust’s Registration Statement on December 21, 2018 and is incorporated herein by reference.
 
(ii)
Letter of Representations between the Trust and Depository Trust Company – previously filed with the Trust’s Registration Statement on December 21, 2018 and is incorporated herein by reference.
(m)
 
Form of Rule 12b-1 Plan – previously filed with the Trust’s Registration Statement on December 21, 2018 and is incorporated herein by reference.
(n)
 
Not applicable.
(o)
 
Reserved.
(p)
(i)
Code of Ethics for Tidal ETF Trust – previously filed with the Trust’s Registration Statement on December 21, 2018 and is incorporated herein by reference.
 
(ii)
Code of Ethics for Toroso Investments, LLC – previously filed with the Trust’s Registration Statement on December 21, 2018 and is incorporated herein by reference.
 
(iii)
Code of Ethics for Aware Asset Management, Inc. – previously filed with the Trust’s Registration Statement on December 21, 2018 and is incorporated herein by reference.
 
(iv)
Code of Ethics for Distributor – not applicable per Rule 17j-1(c)(3).

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Registration Statement on Form N-1A to be signed on its behalf by the undersigned, duly authorized, in the City of Milwaukee, State of Wisconsin, on January 28, 2019.

Tidal ETF Trust

By: /s/ Guillermo Trias
Guillermo Trias
President


Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on January 28, 2019.

Signature
 
Title
     
/s/ Eric W. Falkeis  
 
Trustee, Chairman, and Secretary
Eric W. Falkeis
   
     
*/s/ Dusko Culafic  
 
Trustee
Dusko Culafic
   
     
* /s/ Mark Baltimore  
 
Trustee
Mark Baltimore
   
     
* /s/ Ian Carroll  
 
Trustee
Ian Carroll
   
     
* /s/ Eduardo Mendoza  
 
Trustee
Eduardo Mendoza
   
     
/s/ Guillermo Trias  
 
President (principal executive officer)
Guillermo Trias
   
     
/s/ Daniel H. Carlson  
 
Treasurer (principal financial officer and principal accounting officer)
Daniel H. Carlson
   
     
*By:  /s/ Eric W. Falkeis                     
Eric W. Falkeis, Attorney-in-Fact
pursuant to Powers of Attorney



3

 EXHIBIT INDEX

Exhibit Number
 
 
Description
(h)(v)
 
Compliance Services Agreement




4


COMPLIANCE SERVICES AGREEMENT

AGREEMENT dated as of December 1, 2018 (the “Effective Date”) between Tidal ETF Trust (the “Trust”), a Delaware statutory trust, Cipperman Compliance Services, LLC (“CCS”), a Pennsylvania limited liability company, and Toroso Investments, LLC (“Toroso”), the investment adviser to the Trust (solely with respect to Article II and Section V.E. of Exhibit C only).

WHEREAS, the Trust is an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, shares of beneficial interest in the Trust are divided into separate series, the first of which will be the Aware Ultra-Short Duration Enhanced Income ETF (“AWTM” or the “Fund”; together with any series which may be established in the future, the “Funds”);

WHEREAS, each Fund is managed and/or advised by Toroso Investments, LLC or an affiliate thereof (the “Adviser”), and AWTM is sub-advised by Aware Asset Management, Inc. (“Sub-Adviser”; together with future sub-advisers, the “Sub-Advisers”);

WHEREAS, the Board of Trustees of the Trust (the “Board”) is required to implement a compliance program pursuant to Rule 38a-1 (“Rule 38a-1”) of the 1940 Act including the designation of a chief compliance officer (the “CCO”);

WHEREAS, the Trust wishes to engage CCS to provide certain compliance services on behalf of the Trust;

WHEREAS, CCS wishes to provide such services to the Trust under the conditions set forth below;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained in this Agreement, the Fund and CCS agree to the Terms and Conditions described in Exhibits A-D, and Toroso agrees to the Terms and Conditions described in Article II and Section V.E.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.


TIDAL ETF TRUST

By /s/ Eric W. Falkeis                                
     Name:  Eric W. Falkeis
     Title: CEO


CIPPERMAN COMPLIANCE SERVICES, LLC


By /s/ Todd Cipperman                          
     Name: Todd Cipperman
     Title: Managing Member


TOROSO INVESTMENTS, LLC
(with respect to Article II and Section V.E. of Exhibit C only)


By /s/ Dan Carlson                               
     Name:  Dan Carlson
     Title: CFO

Exhibit A

Services

Base Services (included in monthly fee) :


1.
Chief Compliance Officer .  We will designate a member of our staff (acceptable to the Board) to serve as Chief Compliance Officer pursuant to Rule 38a-1.  The CCO will be responsible for administering the Trust’s policies and procedures, reporting to the Board, providing the annual written compliance report, and any other matters required of a CCO under the Investment Company Act.


2.
Policies and Procedures .  We will proactively maintain and update the Trust’s compliance manual to reflect regulatory changes and changes to the Trust’s business.  We will draft all policies and work with management and the Board to include all recommended revisions and changes.  We will monitor the industry and regulatory developments and recommend changes to policies and procedures as appropriate.


3.
Certifications .   We will ensure that all relevant personnel and service providers receive and understand the compliance policies and procedures, obtain certifications with respect thereto, and obtain quarterly compliance certifications.


4.
Annual Review .  We will conduct the annual review of the adequacy and effectiveness of the policies and procedures of the Trust and the relevant service providers.  Pursuant to Rule 38a-1(a)(4)(iii), the annual report will address (A) t he operation of the policies and procedures of the fund and each investment adviser, principal underwriter, administrator, and transfer agent of the fund, any material changes made to those policies and procedures since the date of the last report, and any material changes to the policies and procedures recommended as a result of the annual review…; and (B) each Material Compliance Matter (as defined in Rule 38a-1(e)(2)) that occurred since the date of the last report.  The review will include a review of the policies and procedures, interviews of key personnel, obtaining certifications, conducting rolling site visits of service providers, reviewing internal and/or third party compliance and internal control reports, reviewing cited regulatory deficiencies and/or exam results, noting observed risks, and testing implementation.  We will provide a detailed written report of our findings to the Board.


5.
Compliance Calendar .  We will create, implement, and follow a detailed compliance calendar and project plan to ensure the timely completion of all compliance activities by all relevant parties.



6.
Advice, Guidance, and Support .  We will provide unlimited real-time advice and guidance to management or the Board with respect to any compliance and regulatory question (up to 24 hours per year).


7.
Board Reporting .  A representative from CCS will attend all Board meetings and report material compliance issues to the Board.  We will also review certifications of various service providers and make a series of written compliance certifications.


8.
On-Site Due Diligence .  We will conduct an onsite due diligence review of the operations of each Adviser and Sub-Adviser at least once every 24 months and conduct a phone due diligence for the interim fiscal years.


9.
Code of Ethics and Insider Trading .  We will utilize our proprietary technology and process to manage all Code of Ethics and Insider Trading activities including pre-clearance and reviews of trading (up to 10 Access Persons).


10.
Regulatory Exams .  We will provide support related to responding to regulatory exams conducted by the SEC (24 hours).  This will include assembling materials in response to requests, interfacing with the exam staff, and preparing a written response to deficiencies.


11.
Training .  We will offer training sessions (up to 6 hours per year) on topics and to personnel designated by management or the Board.


Additional Services (not included in monthly fee) :


-
Implementing operational procedures;

-
Training other than as described in Base Services;

-
Assisting with licensing requirements for individuals;

-
Conducting email reviews;

-
Responding to regulatory examinations in excess of the hours described in Base Services;

-
Responding to client inquiries or RFPs;

-
Reviewing fund marketing materials;

-
Providing regulatory advice and responding to internal inquiries examinations in excess of the hours described in Base Services;

-
Utilizing third party technology (including manual) to manage the Code of Ethics processes;

-
A compliance review required within 6 months of the Effective Date;

-
Conducting initial reviews of Adviser or Sub-Advisers for Board approval;

-
Providing compliance services to affiliates;

-
Providing compliance services with respect to other jurisdictions, statutes, or regulations, other than as described herein;

-
Providing services before or after the Term hereof;

-
Providing services with respect to additional Funds or Sub-Advisers;

-
Providing services not described above under “Base Services;” and

-
Providing other compliance services as reasonably requested.

Exhibit B

Fees and Term



[REDACTED]

Exhibit D


Addenda:

Article II shall be amended such that the Adviser shall be primarily responsible for the payment of all fees hereunder, provided, however, that the Trust shall be jointly and severally liable for the payment of fees.

Section V.E. shall be amended such that the Adviser shall be primarily responsible for the payment of all expenses hereunder, provided, however, that the Trust shall be jointly and severally liable for the payment of expenses.

Article XI shall be amended by requiring notice to the Adviser in addition to the Trust.

Internal Compliance Officer:  Dan Carlson

Address for Notices:

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