SECOND AMENDMENT TO THE TIDAL TRUST II INVESTMENT ADVISORY AGREEMENT with TOROSO INVESTMENTS, LLC
Tidal Trust II 485BPOS
Exhibit 99(d)(ii)(b)
SECOND AMENDMENT TO THE
with
TOROSO INVESTMENTS, LLC
This Second Amendment to the Investment Advisory Agreement (the “Amendment”) is made as of September 15, 2023, by and between TIDAL TRUST II (the “Trust”) and TOROSO INVESTMENTS, LLC (the “Adviser”).
BACKGROUND:
| A. | The Trust and the Adviser have entered into an Investment Advisory Agreement dated as of September 19, 2022, as amended to date (the “Agreement”) pursuant to which the Adviser is engaged by the Trust to serve as the investment adviser to each Fund identified on the then-current Schedule A to the Agreement. |
| B. | The Trust and the Adviser desire to amend and restate Schedule A to the Agreement to add eleven new Funds and remove a Fund that has been withdrawn from the Trust’s registration statement. In particular, the parties desire to amend and restate Schedule A to add the following eleven new Funds: |
| ● | YieldMax AI Option Income Strategy ETF |
| ● | YieldMax ROKU Option Income Strategy ETF |
| ● | YieldMax SNOW Option Income Strategy ETF |
| ● | YieldMax ZM Option Income Strategy ETF |
| ● | YieldMax ADBE Option Income Strategy ETF |
| ● | YieldMax NKE Option Income Strategy ETF |
| ● | YieldMax ORCL Option Income Strategy ETF |
| ● | YieldMax INTC Option Income Strategy ETF |
| ● | YieldMax BIIB Option Income Strategy ETF |
| ● | YieldMax BA Option Income Strategy ETF; |
| ● | YieldMax TGT Option Income Strategy ETF; and |
to remove the following Fund:
| ● | YieldMax MSTR Option Income Strategy ETF. |
| C. | Section 21 of the Agreement allows for the amendment of the Agreement by a written instrument executed by both parties. |
| D. | 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 herein above 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.
| TIDAL TRUST II, | TOROSO INVESTMENTS, LLC | ||||
| on behalf of its series listed on Amended and Restated Schedule A | |||||
| By: | /s/ Xxxx X. Xxxxxxx | By: | /s/ Xxxxxx X. Xxxxxxx | ||
| Name: | Xxxx X. Xxxxxxx | Name: | Xxxxxx X. Xxxxxxx | ||
| Title: | President | Title: | Chief Financial Officer | ||
Amended AND RESTATED
Schedule A
to the
with
TOROSO INVESTMENTS, LLC
| Fund Name | Advisory Fee |
| YieldMax AAPL Option Income Strategy ETF | 0.99% |
| YieldMax AMZN Option Income Strategy ETF | 0.99% |
| YieldMax BRK.B Option Income Strategy ETF | 0.99% |
| YieldMax COIN Option Income Strategy ETF | 0.99% |
| YieldMax META Option Income Strategy ETF | 0.99% |
| YieldMax GOOGL Option Income Strategy ETF | 0.99% |
| YieldMax NFLX Option Income Strategy ETF | 0.99% |
| YieldMax NVDA Option Income Strategy ETF | 0.99% |
| YieldMax SQ Option Income Strategy ETF | 0.99% |
| YieldMax TSLA Option Income Strategy ETF | 0.99% |
| YieldMax Innovation Option Income Strategy ETF | 0.99% |
| YieldMax KWEB Option Income Strategy ETF | 0.99% |
| YieldMax GDX Option Income Strategy ETF | 0.99% |
| YieldMax XBI Option Income Strategy ETF | 0.99% |
| YieldMax TLT Option Income Strategy ETF | 0.99% |
| YieldMax ABNB Option Income Strategy ETF | 0.99% |
| YieldMax AMD Option Income Strategy ETF | 0.99% |
| YieldMax MRNA Option Income Strategy ETF | 0.99% |
| YieldMax PYPL Option Income Strategy ETF | 0.99% |
| YieldMax DIS Option Income Strategy ETF | 0.99% |
| YieldMax JPM Option Income Strategy ETF | 0.99% |
| YieldMax MSFT Option Income Strategy ETF | 0.99% |
| YieldMax XOM Option Income Strategy ETF | 0.99% |
| YieldMax AI Option Income Strategy ETF | 0.99% |
| YieldMax ROKU Option Income Strategy ETF | 0.99% |
| YieldMax SNOW Option Income Strategy ETF | 0.99% |
| YieldMax ZM Option Income Strategy ETF | 0.99% |
| YieldMax ADBE Option Income Strategy ETF | 0.99% |
| YieldMax NKE Option Income Strategy ETF | 0.99% |
| YieldMax ORCL Option Income Strategy ETF | 0.99% |
| YieldMax INTC Option Income Strategy ETF | 0.99% |
| YieldMax BIIB Option Income Strategy ETF | 0.99% |
| YieldMax BA Option Income Strategy ETF | 0.99% |
| YieldMax AI Option Income Strategy ETF | 0.99% |
[remainder of page left intentionally blank]
