SecProbe.io

CORRESP
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Tidal
ETF Trust

234
West Florida Street, Suite 203

Milwaukee,
Wisconsin 53204

April
13, 2023

VIA
EDGAR TRANSMISSION

Raymond
Be

U.S.
Securities and Exchange Commission

Division
of Investment Management

100
F Street NE

Washington,
DC 20549

    Re:

    Tidal
    ETF Trust (the “Trust”)

    Post-Effective
    Amendment No. 166 to the Trust’s Registration Statement on Form N-1A (the “Amendment”)

    File
    Nos. 333-227298, 811-23377

Dear
Mr. Be:

This
correspondence responds to comments the Trust received from the staff of the U.S. Securities and Exchange Commission (the “Staff”
or the “Commission”) on April 3, 2023, with respect to the Amendment and changes to the investment strategies of the Acruence
Active Hedge U.S. Equity ETF (the “Fund”), a series of the Trust. For your convenience, the comments have been reproduced
with responses following each comment. Capitalized terms not otherwise defined have the same meaning as in the Amendment.

General

 1. We
                                            note that the Fund is significantly changing its strategy.

 i. Please
                                            supplementally inform the Staff why the Board of Trustees (the “Board”) believes
                                            these changes are consistent with its fiduciary duties and in the best interests of its shareholders
                                            – who did not vote for these changes. In your response:

 a. Explain
                                            in detail what information the Board considered, and how it weighed the information in arriving
                                            at its decision.

 b. Explain
                                            in detail why the Board concluded that this approach was better for shareholders than other
                                            alternatives, such as liquidating the ETF and starting a new ETF.

 c. Support
                                            your explanation of the Board’s deliberations with data. For example, if costs were
                                            a consideration, provide data on the expected cost savings from the proposed changes, as
                                            compared with starting the new ETF.

 ii. Please
                                            also explain why the Adviser believes these changes are consistent with its fiduciary duty
                                            to this ETF.

 iii. Has
                                            the Trust and ETF notified shareholders of this planned change? If so, please provide the
                                            Staff with a copy of the notice and when and how it was sent (e.g., letter, email). If not,
                                            when will the Trust and the Fund distribute such a notice and how?

 iv. What
                                            is the composition of the ETF’s shareholder base (e.g., affiliated vs. unaffiliated,
                                            retail vs. institutional, domestic vs. foreign)? What percentage of the Fund’s shares
                                            are held by retail investors?

 v. Please
                                            inform the Staff in the response letter what percentage of the Fund’s portfolio needs
                                            to be repositioned as a result of these changes.

 vi. Have
                                            any shareholders (including Authorized Participants) contacted the Trust, ETF, or intermediaries
                                            about this planned transaction? If so, describe the nature of such communications, including
                                            whether anyone has expressed displeasure or disagreement with the planned transaction or
                                            threatened legal action.

Response:

 i.

 a. In
                                            considering the approval of the changes to the Fund’s principal investment strategies,
                                            the Board evaluated a number of factors relevant to its determination. The Board did not
                                            identify any single factor as all-important or controlling, and individual Trustees
                                            did not necessarily attribute the same weight or importance to each factor. Prior to the
                                            Trust filing the Amendment, the Board requested and received, from Toroso Investments, LLC
                                            (the “Adviser”), the Fund’s investment adviser, a memorandum summarizing
                                            the proposed changes to the Fund’s principal investment strategies, the rationale for
                                            such changes, and including the Adviser’s recommendation that the Board authorize the
                                            filing of the Amendment to implement such changes. The Board also received a draft of the
                                            supplement to the Fund’s registration statement that the Trust intended to file if
                                            the Board approved the changes to the Fund’s principal investment strategies and which
                                            was subsequently filed on April 6, 2023 and mailed to Fund shareholders. The Board also considered
                                            that the proposed changes to the Fund’s principal investment strategies, while material
                                            and requiring a filing pursuant to Rule 485(a) under the Securities Act of 1933, did not
                                            change the Fund’s investment objective or policy of investing at least 80% of the Fund’s
                                            net assets (plus any borrowings for investment purposes) in U.S. equity securities comprising
                                            the S&P 500 Index. Furthermore, the Board also noted that, while the Adviser and Acruence
                                            Capital, LLC (the “Sub-Adviser), the Fund’s sub-adviser, proposed utilizing additional
                                            options strategies to reduce volatility in the Fund’s portfolio, the proposed changes
                                            did not involve the use of any types of investments the Fund does not currently have the
                                            ability to utilize because the Fund is permitted to invest in options under the current principal
                                            investment strategies. The Board also considered regular reporting it received on the Fund’s
                                            assets and performance while the Adviser and Sub-Adviser implemented the Fund’s existing
                                            investment strategies. The Board considered the proposal from the Adviser in the exercise
                                            of its business judgement. The Board, in exercising its fiduciary duties, does not dictate
                                            to an investment adviser how to achieve the optimal return for shareholders or what investments
to make, but rather relies on the expertise of the Adviser and Sub-Adviser to manage the Fund’s assets. With regard to the Fund,
the Board considered the Adviser’s and Sub-Adviser’s expertise and gave deference to the Adviser’s recommendation that
the proposed changes would be beneficial to Fund shareholders. The Board considered that the revisions to the principal investment strategies
would provide investors with a strategy in which the Adviser has a high degree of conviction.

      2

 b. As
                                            an alternative to the proposed changes to the Fund’s principal investment strategies,
                                            the Board considered permitting the Adviser and the Sub-Adviser to continue managing the
                                            Fund under the Fund’s existing principal investment strategies. The Board considered,
                                            as noted below, that the proposed changes were largely additive in nature and did not preclude
                                            the Fund from investing consistently with its existing principal investment strategies. The
                                            Board did not consider liquidation as an alternative to the proposed changes in the Fund’s
                                            principal investment strategies.

 c. The
                                            Board considered that, under the Fund’s unitary fee structure, the proposed changes
                                            would not result in a change to the costs borne by shareholders of the Fund. The Board also
                                            considered, as part of the materials noted in 1.a., above, data provided by the Adviser that,
                                            although the market had suffered declines in the last 12 months, the market volatility was
                                            not sufficient to allow the Fund’s use of VIX Options to provide the intended protection
                                            against such market declines. Such a representation was provided by the Adviser as support
                                            for including additional options strategies as part of the Fund’s principal investment
                                            strategies.

 ii. The
                                            Adviser believes that the changes to the Fund’s principal investment strategies are
                                            in shareholders’ best interests. As an initial matter, the changes remain consistent
                                            with the Fund’s investment objective, which is to seek capital appreciation with reduced
                                            volatility as compared to the S&P 500 Index.

In
addition, the changes are primarily additive in nature in that they provide the Sub-Adviser with additional tools to implement the Fund’s
investment strategies. In particular, the Fund’s prior investment strategy enabled the Sub-Adviser to seek to reduce volatility
by purchasing option contracts on the VIX Index. Unfortunately, as explained in response to Comment 7 below, this method of seeking volatility
reduction did not function as it had historically given recent market declines absent significant market volatility. Therefore, the Sub-Adviser
was unable to adequately hedge the Fund’s overall portfolio during recent market declines.

The
Fund’s enhanced investment strategy enables the Sub-Adviser to seek to reduce volatility through multiple other means. As a result,
if one volatility reduction tool is performing poorly, the Sub-Adviser will be able to use alternative tools to hedge the Fund’s
portfolio (i.e., lower volatility). Further, some of the additional strategies will also enable the Sub-Adviser to generate additional
income for the Fund (see response to Comment 7 below).

In
sum, the changes will provide the Sub-Adviser with additional tools to hedge the Fund’s portfolio and generate income, both of
which are expected to ultimately be beneficial to Fund shareholders. The Adviser therefore believes that the Fund’s investment
strategy changes are consistent with its fiduciary duties to the Fund.

      3

 iii. The
                                            Trust filed the Amendment on February 14, 2023 to give notice of the proposed changes to
                                            the Fund’s principal investments strategies. In addition, the proposed changes, which
                                            the Trust proposes to implement effective on or about April 28, 2023, were included in a
                                            supplement to the Fund’s prospectus and summary prospectus filed on April 6, 2023 and
                                            mailed to Fund shareholders.

 iv. The
                                            Sub-Adviser estimates that over 90% of the Fund’s shareholders are U.S. retail investors.

 v. The
                                            Sub-Adviser notes that the proposed strategy change from holding substantially all of the
                                            S&P 500 securities to a portfolio of 40-80 securities will result in significant repositioning
                                            and that approximately 75%or more of the Fund’s portfolio will be turned over.

 vi. As
                                            of the date of the filing of this response letter, no shareholders or Authorized Participants
                                            have contacted the Trust with complaints regarding the proposed changes to the Fund’s
                                            principal investment strategies. The Trust is not aware of any shareholders or Authorized
                                            Participants contacting any intermediaries with complaints regarding the proposed changes.

Principal
Investment Strategy

 2. Please
                                            clarify what the Sub-Adviser means by “market returns.” What “market”
                                            is being referred to? What does “lower volatility” mean (e.g., does the Fund
                                            have a target level of volatility)?

Response:
The Prospectus has been updated to clarify the foregoing terms. In particular, the phrase “market returns” refers to U.S.
large capitalization stocks as represented by the S&P 500. Also, the Fund does not have a target volatility. The phrase “lower
volatility” means that the Fund seeks a lower annual price variance as compared to the S&P 500 on an annual basis.

 3. Please
                                            tell us why it is consistent with Section 35(d) of the 1940 Act and investor expectations
                                            to have overall equity market exposures as low as 50%.

Response:
Section 35(d) of the 1940 Act makes it unlawful for an investment company to have a deceptive or misleading name. To date, the SEC has
adopted only Rule 35d-1 under the 1940 Act to specifically regulate what constitutes a deceptive or misleading name. The Trust believes
that the Fund complies with the requirements of Rule 35d-1 given its policy to invest at least 80% its net assets (plus any borrowings
made for investment purposes) in U.S. equity securities comprising the S&P 500 Index.

While
the Fund may have equity market exposure as low as 50%, the Trust believes that the Fund’s ability to have overall equity market
exposures as low as 50% is consistent with the “active hedge” component of Fund’s name. Hedging is commonly understood
to be an investment strategy which involves taking a position with the purpose of reducing the risk of adverse price movements in another
asset. Accordingly, the Trust believes that the Fund’s investment strategies are consistent with the combination of “Active
Hedge” and “U.S. Equity” in the Fund’s name and are not misleading or deceptive for purposes of Section 35(d)
of the 1940 Act. The Trust further notes that the Fund’s name is also consistent with its unchanged investment objective, which
is to seek capital appreciation with reduced volatility as compared to the S&P 500 Index. Further, when the Fund may have lower equity
market exposures, the Fund’s portfolio will be actively hedged to seek to reduce overall volatility. As a result,
the Trust believes the Fund’