FIRST AMENDMENT TO THE SUB-ADVISORY ADVISORY AGREEMENT
Tidal Trust II 485BPOS
Exhibit 99(d)(xxv)(i)
FIRST AMENDMENT TO THE
SUB-ADVISORY ADVISORY AGREEMENT
This First Amendment to the Sub-Advisory Agreement (the “Amendment”) is made as of July 17, 2023, by and between Toroso Investments, LLC (the “Adviser”) and XXXX Financial, LLC (the “Sub-Adviser”).
BACKGROUND:
| A. | The Adviser and the Sub-Adviser are parties to a Sub-Advisory Agreement dated as of September 19, 2022 (the “Agreement”). |
| B. | The parties desire to supplement Schedule A to the Agreement with the addition of the following nine new series: |
| ● | YieldMax MSTR Option Income Strategy ETF; |
| ● | YieldMax ABNB Option Income Strategy ETF; |
| ● | YieldMax AMD Option Income Strategy ETF; |
| ● | YieldMax MRNA Option Income Strategy ETF; |
| ● | YieldMax PYPL Option Income Strategy ETF; |
| ● | YieldMax DIS Option Income Strategy ETF; |
| ● | YieldMax JPM Option Income Strategy ETF; |
| ● | YieldMax MSFT Option Income Strategy ETF; and |
| ● | YieldMax XOM Option Income Strategy ETF. |
| C. | The names of the existing Funds changed subsequent to the date of the Agreement, and the parties desire to further amend Schedule A to reflect each existing Fund’s current name. |
TERMS:
NOW, THEREFORE, intending to be legally bound, the parties agree as follows:
| 1. | Schedule A to the Agreement is hereby amended and restated in its entirety as set forth on the Amended and Restated Schedule A attached hereto. |
| 2. | Miscellaneous. |
| a. | Capitalized terms not defined in this Amendment shall have the respective meanings set forth in the Agreement. |
| b. | Except as specifically amended by this Amendment, and except as necessary to conform to the intention of the parties hereinabove set forth, the Agreement shall remain unaltered and in full force and effect and is hereby ratified and confirmed. |
| c. | The Agreement, as amended hereby, together with its Schedule, constitutes the complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior communications with respect thereto. This Amendment may be executed 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. The facsimile signature of any party to this Amendment shall constitute the valid and binding execution hereof by such party. |
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IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by duly authorized representatives as of the date first set forth above.
| TOROSO INVESTMENTS, LLC | |||
| By: | /s/ Xxx Xxxxxxx | ||
| Name: | Xxx Xxxxxxx | ||
| Title: | CFO | ||
| XXXX Financial, LLC | |||
| By: | /s/ Xxx Xxxxxxxxxxxx | ||
| Name: | Xxx Xxxxxxxxxxxx | ||
| Title: | CEO | ||
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Amended and Restated Schedule A
to the
Sub-Advisory Agreement by and between Toroso Investments, LLC and XXXX Financial, LLC
(July 17, 2023)
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| YieldMax SQ Option Income Strategy ETF | * | Commencement of Operations | ☒ Fully Discretionary ☐ Partially Discretionary ☐ Non-Discretionary |
☐ Full ☐ Advisory ☒ None |
| YieldMax TSLA Option Income Strategy ETF | * | 11/22/2022 | ☒ Fully Discretionary ☐ Partially Discretionary ☐ Non-Discretionary |
☐ Full ☐ Advisory ☒ None |
| YieldMax Innovation Option Income Strategy ETF | * | 11/22/2022 | ☒ Fully Discretionary ☐ Partially Discretionary ☐ Non-Discretionary |
☐ Full ☐ Advisory ☒ None |
| YieldMax KWEB Option Income Strategy ETF | * | Commencement of Operations | ☒ Fully Discretionary ☐ Partially Discretionary ☐ Non-Discretionary |
☐ Full ☐ Advisory ☒ None |
| YieldMax GDX Option Income Strategy ETF | * | Commencement of Operations | ☒ Fully Discretionary ☐ Partially Discretionary ☐ Non-Discretionary |
☐ Full ☐ Advisory ☒ None |
| YieldMax XBI Option Income Strategy ETF | * | Commencement of Operations | ☒ Fully Discretionary ☐ Partially Discretionary ☐ Non-Discretionary |
☐ Full ☐ Advisory ☒ None |
| YieldMax TLT Option Income Strategy ETF | * | Commencement of Operations | ☒ Fully Discretionary ☐ Partially Discretionary ☐ Non-Discretionary |
☐ Full ☐ Advisory ☒ None |
| YieldMax MSTR Option Income Strategy ETF | * | Commencement of Operations | ☒ Fully Discretionary ☐ Partially Discretionary ☐ Non-Discretionary |
☐ Full ☐ Advisory ☒ None |
| YieldMax ABNB Option Income Strategy ETF | * | Commencement of Operations | ☒ Fully Discretionary ☐ Partially Discretionary ☐ Non-Discretionary |
☐ Full ☐ Advisory ☒ None |
| YieldMax AMD Option Income Strategy ETF | * | Commencement of Operations | ☒ Fully Discretionary ☐ Partially Discretionary ☐ Non-Discretionary |
☐ Full ☐ Advisory ☒ None |
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| YieldMax MRNA Option Income Strategy ETF | * | Commencement of Operations | ☒ Fully Discretionary ☐ Partially Discretionary ☐ Non-Discretionary |
☐ Full ☐ Advisory ☒ None |
| YieldMax PYPL Option Income Strategy ETF | * | Commencement of Operations | ☒ Fully Discretionary ☐ Partially Discretionary ☐ Non-Discretionary |
☐ Full ☐ Advisory ☒ None |
| YieldMax DIS Option Income Strategy ETF | * | Commencement of Operations | ☒ Fully Discretionary ☐ Partially Discretionary ☐ Non-Discretionary |
☐ Full ☐ Advisory ☒ None |
| YieldMax JPM Option Income Strategy ETF | * | Commencement of Operations | ☒ Fully Discretionary ☐ Partially Discretionary ☐ Non-Discretionary |
☐ Full ☐ Advisory ☒ None |
| YieldMax MSFT Option Income Strategy ETF | * | Commencement of Operations | ☒ Fully Discretionary ☐ Partially Discretionary ☐ Non-Discretionary |
☐ Full ☐ Advisory ☒ None |
| YieldMax XOM Option Income Strategy ETF | * | Commencement of Operations | ☒ Fully Discretionary ☐ Partially Discretionary ☐ Non-Discretionary |
☐ Full ☐ Advisory ☒ None |
* Minimum of $36,000 with fee breakpoints as follows:
9 bps on AUM up to $250M
8 bps on AUM between $250M and $500M
7 bps on AUM between $500M and $1 B; and
6 bps on AUM > $1 B
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