FOURTH AMENDMENT TO THE SUB-ADVISORY ADVISORY AGREEMENT
TIDAL TRUST II N-1A
Exhibit 99(d)(xxxi)(iv)
FOURTH AMENDMENT TO THE
SUB-ADVISORY ADVISORY AGREEMENT
This Fourth Amendment to the Sub-Advisory Agreement (the “Amendment”) is made as of January 16, 2024, by and between TIDAL INVESTMENTS LLC (formerly, 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, as amended to date (the “Agreement”). |
| B. | The parties desire to amend and restate Schedule A to the Agreement to add the following two new series: |
| ● | YieldMaxTM Ultra Option Income Strategy ETF; and |
| ● | YieldMaxTM MSTR Option Income Strategy ETF. |
| C. | This Background section and the Schedule attached to this Amendment are incorporated by reference into, and made a part of, this Amendment. |
TERMS:
NOW, THEREFORE, intending to be legally bound, the parties agree as follows:
| 1. | The current 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. |
IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by duly authorized representatives as of the date first set forth above.
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TIDAL INVESTMENTS LLC
| By: | /s/ Xxx Xxxxxxx | |
| Name: | Xxx Xxxxxxx | |
| Title: | CFO |
XXXX Financial, LLC
| By: | /s/ Xxx Xxxxxxxxxxxx | |
| Name: | Xxx Xxxxxxxxxxxx | |
| Title: | CFO |
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Amended and Restated Schedule A
to the
Sub-Advisory Agreement by and between Tidal Investments LLC and XXXX Financial, LLC
(January 16, 2024)
| Fund Name | Sub-Advisory Fee | Effective Date | Trading Authority | Proxy Voting Authority |
| YieldMax AAPL Option Income Strategy ETF |
* | 4/17/2023 |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax AMZN Option Income Strategy ETF |
* | 7/24/2023 |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax BRK.B Option Income Strategy ETF |
* | Commencement of Operations |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax COIN Option Income Strategy ETF |
* | 8/14/2023 |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax META Option Income Strategy ETF |
* | 7/27/2023 |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax GOOGL Option Income Strategy ETF |
* | 7/27.2023 |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax NFLX Option Income Strategy ETF |
* | 8/07/2023 |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax NVDA Option Income Strategy ETF |
* | 5/10/2023 |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
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| YieldMax SQ Option Income Strategy ETF |
* | 10/10/2023 |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax TSLA Option Income Strategy ETF |
* | 11/22/2022 |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax Innovation Option Income Strategy ETF |
* | 11/22/2022 |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax KWEB Option Income Strategy ETF |
* | Commencement of Operations |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax GDX Option Income Strategy ETF |
* | Commencement of Operations |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax XBI Option Income Strategy ETF |
* | Commencement of Operations |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax TLT Option Income Strategy ETF |
* | Commencement of Operations |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax ABNB Option Income Strategy ETF |
* | Commencement of Operations |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax AMD Option Income Strategy ETF |
* | 9/18/2023 |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax MRNA Option Income Strategy ETF |
* | 10/23/2023 |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
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| YieldMax PYPL Option Income Strategy ETF |
* | 9/15/2023 |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax DIS Option Income Strategy ETF |
* | 8/24/2023 |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax JPM Option Income Strategy ETF |
* | 9/11/2023 |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax MSFT Option Income Strategy ETF |
* | 8/24/2023 |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax XOM Option Income Strategy ETF |
* | 8/30/2023 |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax AI Option Income Strategy ETF |
* | 11/27/2023 |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax ROKU Option Income Strategy ETF |
* | Commencement of Operations |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax SNOW Option Income Strategy ETF |
* | Commencement of Operations |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax ZM Option Income Strategy ETF |
* | Commencement of Operations |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax ADBE Option Income Strategy ETF |
* | Commencement of Operations |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
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| YieldMax NKE Option Income Strategy ETF |
* | Commencement of Operations |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax ORCL Option Income Strategy ETF |
* | Commencement of Operations |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax INTC Option Income Strategy ETF |
* | Commencement of Operations |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax BIIB Option Income Strategy ETF |
* | Commencement of Operations |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax BA Option Income Strategy ETF |
* | Commencement of Operations |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax TGT Option Income Strategy ETF |
* | Commencement of Operations |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax™ Universe Fund of Option Income ETFs |
** | Commencement of Operations |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMax™ Magnificent 7 Fund of Option Income ETFs |
** | Commencement of Operations |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMaxTM Ultra Option Income Strategy ETF |
*** | Commencement of Operations |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
| YieldMaxTM MSTR Option Income Strategy ETF |
* | Commencement of Operations |
[X] Fully Discretionary [ ] Partially Discretionary [ ] Non-Discretionary |
[ ] Full [ ] Advisory [X] None |
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| * | 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
| ** | 1 bp. |
| *** | 12 bps on AUM up to $250M |
11 bps on AUM between $250M<$500M
10 bps on AUM between $500M<$1B
9 bps on AUM >$1B
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