0001387131-22-011714 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • November 22nd, 2022 • Tidal Trust II • New York

This Sub-Advisory Agreement (the “Agreement”) is made as of this 10th day of November, 2022 by and between Toroso Investments, LLC, a Delaware limited liability company, with its principal place of business at 898 N. Broadway, Suite 2, Massapequa, NY 11758 (the “Adviser”) and BluePath Capital Management, LLC doing business as Nicholas Wealth Management (“Nicholas Wealth”), a Georgia Limited Liability Company, with its principal place of business at 218 Roswell Street NE, Suite 200, Marietta, Georgia 30060 (the “Sub-Adviser”), with respect to each series of Tidal ETF Trust II (the “Trust”) identified on Schedule A to this Agreement, as may be amended from time to time (each, a “Fund” and, if more than one Fund, together, the “Funds”).

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 22nd, 2022 • Tidal Trust II • Delaware

This Investment Advisory Agreement (the “Agreement”) is made as of November 10, 2022, by and between Tidal ETF Trust II, a Delaware statutory trust (the “Trust”), on behalf of each series of the Trust listed on Schedule A attached hereto, as may be amended from time to time (each, a “Fund” and collectively, the “Funds”), and Toroso Investments, LLC, a Delaware limited liability company (the “Adviser”).

THIRD AMENDMENT TO THE FUND SUB-ADMINISTRATION SERVICING AGREEMENT
Servicing Agreement • November 22nd, 2022 • Tidal Trust II

THIS THIRD AMENDMENT effective as of the last date on the signature block, to the Fund Sub-Administration Servicing Agreement (the “Agreement”) dated as of July 7, 2022, as amended, is entered into by and between TIDAL ETF SERVICES LLC (the “Company” or “Tidal”), with respect to Tidal ETF Trust II, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).

THIRD AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • November 22nd, 2022 • Tidal Trust II

THIS FIRSTAMENDMENT effective as of November 10, 2022, to the Fund Administration Servicing Agreement (the “Agreement”) dated as of July 5, 2022, as amended, is entered into by and between Tidal ETF Trust II, a Delaware statutory trust (the “Trust”) and Tidal ETF Services LLC, a Delaware limited liability company (“Tidal”).

THIRD AMENDMENT TO ETF DISTRIBUTION AGREEMENT
Distribution Agreement • November 22nd, 2022 • Tidal Trust II • Delaware

This third amendment (“Amendment”) to the ETF Distribution Agreement dated as of July 5, 2022 (the “Agreement”), by and between Tidal ETF Trust II (the “Trust”) and Foreside Fund Services, LLC (“Foreside” and together with the Trust, the “Parties”) is entered into as of November 10, 2022 (the “Effective Date”).

THIRD AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Servicing Agreement • November 22nd, 2022 • Tidal Trust II

THIS THIRD AMENDMENT effective as of the last date on the signature block, to the Transfer Agent Servicing Agreement (the “Agreement”) dated as of July 7, 2022, as amended, is entered into by and between TIDAL ETF TRUST II, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).

THIRD AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • November 22nd, 2022 • Tidal Trust II

THIS THIRD AMENDMENT effective as of the last date on the signature block, to the Custody Agreement (the “Agreement”) dated as of July 7, 2022, as amended, is entered into by and between TIDAL ETF TRUST II, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).

THIRD AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • November 22nd, 2022 • Tidal Trust II

THIS THIRD AMENDMENT effective as of the last date on the signature block, to the Fund Accounting Servicing Agreement (the “Agreement”) dated as of July 7, 2022, as amended, is entered into by and between TIDAL ETF TRUST II, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).

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