AMENDMENT TO FUND OF FUNDS INVESTMENT AGREEMENT FOR THE PURPOSE OF ADDING ADDITIONAL ACQUIRING FUND(S) AND ACQUIRED FUND(S) October 4, 2022
Tidal ETF Trust POS EX
Exhibit 99(h)(xviii)(1)
AMENDMENT TO FUND OF FUNDS INVESTMENT AGREEMENT
FOR THE PURPOSE OF ADDING ADDITIONAL
ACQUIRING FUND(S) AND ACQUIRED FUND(S)
October 4, 2022
000 X. Xxxxxxxx, Xxxxx 0
Massapequa, NY 11758
RE: Addition of Acquiring and Acquired Fund(s) to Fund of Funds Investment Agreement
Dear Sirs and Madams:
This amendment (“Amendment”) will confirm the agreement between PIMCO ETF Trust and PIMCO Equity Series (each an “Acquired Trust” and collectively, the “Acquired Trusts”) and Tidal ETF Trust (the “Acquiring Trust”) as follows. Capitalized terms used herein but not otherwise defined shall have their respective meanings ascribed to them in the Agreement (defined below).
WHEREAS, the Acquiring Trust and Acquired Trusts (collectively, the “Parties” and individually, a “Party”) entered into a Fund of Funds Investment Agreement dated as of January 19, 2022, as amended (the “Agreement”), each on behalf of its separate series listed on Schedule A and Schedule B, respectively, of the Agreement, severally and not jointly;
WHEREAS, the Parties desire to amend Schedule A and Schedule B of the Agreement to add additional series as Acquiring Fund(s) (“New Acquiring Fund(s)”) and Acquired Fund(s) (“New Acquired Fund(s)”), respectively, pursuant to Section 8 of the Agreement; and
WHEREAS, Section 8 of the Agreement provides for the amendment or modification of the Agreement by a written document signed by an authorized representative of each Party;
NOW, THEREFORE, the Parties hereby agree as follows, effective as of the date hereof:
| 1. | Schedule A that is part of the Agreement is hereby deleted in its entirety and replaced with the Schedule A attached to this Amendment. |
| 2. | Schedule B that is part of the Agreement is hereby deleted in its entirety and replaced with the Schedule B attached to this Amendment. |
| 3. | Consistent with each Party’s Rule compliance obligations as described in the Agreement and to the extent necessary, each Party represents and warrants that its investment adviser has made any evaluations and findings required by the Rule in connection with investment by Acquiring Fund(s), including New Acquiring Fund(s), in the Acquired Fund(s), including New Acquired Fund(s), or will do so prior to the time that the Rule would require such evaluations and findings. |
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| 4. | Except as modified by this Amendment, the Agreement shall otherwise remain in full force and effect. |
| 5. | This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form, and the Parties hereby adopt as original any signatures received via electronically transmitted form. |
[Signature page follows]
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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
Tidal ETF Trust, on behalf of itself and each of its series listed on Schedule A, severally and not jointly
| By: | /s/ Xxxx X. Xxxxxxx |
| Name: | Xxxx Xxxxxxx |
| Title: | President |
PIMCO ETF Trust, on behalf of itself and each of its series listed on Schedule B, severally and not jointly
| By: | /s/ Xxxx Xxxxxxx |
| Name: | Xxxx Xxxxxxx |  |
| Title: | President |
PIMCO Equity Series, on behalf of itself and each of its series listed on Schedule B, severally and not jointly
| By: | /s/ Xxxx Xxxxxxx |
| Name: | Xxxx Xxxxxxx |
| Title: | President |
SCHEDULE A - LIST OF ACQUIRING FUNDS
| ● | Acruence Active Hedge U.S. Equity ETF |
| ● | Adasina Social Justice All Cap Global ETF |
| ● | American Customer Satisfaction ETF |
| ● | ATAC Credit Rotation ETF |
| ● | ATAC Equity Leverage Rotation ETF |
| ● | ATAC US Rotation ETF |
| ● | Aztlan Global Stock Selection XX XXXX ETF |
| ● | Constrained Capital ESG Orphans Daily Inverse ETF |
| ● | Constrained Capital ESG Orphans ETF |
| ● | Elevate Shares 2X Daily XXXX ETF |
| ● | Elevate Shares 2X Daily BLOK ETF |
| ● | Elevate Shares 2X Daily METV ETF |
| ● | FolioBeyond Rising Rates ETF |
| ● | God Bless America ETF |
| ● | Gotham 1000 Value ETF |
| ● | Gotham Enhanced 500 ETF |
| ● | Home Appreciation U.S. REIT ETF |
| ● | Ionic Inflation Protection ETF |
| ● | Leatherback Long/Short Absolute Return ETF |
| ● | Leatherback Long/Short Alternative Yield ETF |
| ● | Newday Diversity, Equity & Inclusion ETF |
| ● | Newday Ocean Health ETF |
| ● | Newday Sustainable Development Equity ETF |
| ● | Noble Absolute Return ETF |
| ● | Xxxxxxxx Alternative Yield Pre-Merger SPAC ETF |
| ● | RPAR Risk Parity ETF |
| ● | SoFi Gig Economy ETF |
| ● | SoFi Next 500 ETF |
| ● | SoFi Select 500 ETF |
| ● | SoFi Smart Energy ETF |
| ● | SoFi Social 50 ETF |
| ● | SoFi Web 3 ETF |
| ● | SoFi Weekly Dividend ETF |
| ● | SoFi Weekly Income ETF |
| ● | SonicShares Global Shipping ETF |
| ● | Sound Enhanced Equity Income ETF |
| ● | Sound Enhanced Fixed Income ETF |
| ● | Sound Equity Income ETF |
| ● | Sound Fixed Income ETF |
| ● | Sound Total Return ETF |
| ● | SP Funds Dow Xxxxx Global Sukuk ETF |
| ● | SP Funds S&P 500 Sharia Industry Exclusions ETF |
| ● | SP Funds S&P Global REIT Sharia ETF |
| ● | Subversive Cannabis ETF |
| ● | Unlimited HFND Multi-Strategy Return Tracker ETF |
| ● | UPAR Ultra Risk Parity ETF |
| ● | XXXX Buy and Xxxxx ETF |
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SCHEDULE B - LIST OF ACQUIRED FUNDS
PIMCO ETF Trust
Fixed Income Index Funds
| ● | PIMCO 0-5 Year High Yield Corporate Bond Index Exchange-Traded Fund |
| ● | PIMCO 1-5 Year U.S. TIPS Index Exchange-Traded Fund |
| ● | PIMCO 15+ Year U.S. TIPS Index Exchange-Traded Fund |
| ● | PIMCO 25+ Year Zero Coupon U.S. Treasury Index Exchange-Traded Fund |
| ● | PIMCO Broad U.S. TIPS Index Exchange-Traded Fund |
| ● | PIMCO Investment Grade Corporate Bond Index Exchange-Traded Fund |
Actively-Managed Funds
| ● | PIMCO Active Bond Exchanged-Traded Fund |
| ● | PIMCO Enhanced Short Maturity Active Exchange-Traded Fund |
| ● | PIMCO Enhanced Short Maturity Active ESG Exchange-Traded Fund |
| ● | PIMCO Enhanced Low Duration Active Exchange-Traded Fund |
| ● | PIMCO Intermediate Municipal Bond Active Exchange-Traded Fund |
| ● | PIMCO Senior Loan Active Exchange-Traded Fund |
PIMCO Equity Series
Equity Exchange-Traded Funds
| ● | PIMCO RAFI Dynamic Multi-Factor Emerging Markets Equity ETF |
| ● | PIMCO RAFI Dynamic Multi-Factor International Equity ETF |
| ● | PIMCO RAFI Dynamic Multi-Factor U.S. Equity ETF |
| ● | PIMCO RAFI ESG U.S. ETF |
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