SUB-ADVISORY AGREEMENTSub-Advisory Agreement • February 6th, 2023 • Tidal Trust II • New York
This Sub-Advisory Agreement (the “Agreement”) is made as of this 30th day of January, 2023 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 Newfound Research LLC, a Delaware limited liability company, with its principal place of business at 380 Washington Street, 2nd Floor Wellesley Hills, Massachusetts 02481 (the “Sub-Adviser”), with respect to each series of Tidal 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”).
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • February 6th, 2023 • Tidal Trust II • Delaware
This Investment Advisory Agreement (the “Agreement”) is made as of January 30, 2023, by and between Tidal 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”).
BLACKROCK RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • February 6th, 2023 • Tidal Trust II • Delaware
THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of 10/6/2022 (the “Effective Date”), is made by and between each registered open-end investment company (each, a “Registrant”), on behalf of each portfolio series of each such Registrant listed on Schedule A or Schedule B hereto, or if the relevant Registrant has no portfolio series, then the relevant Registrant (as applicable, each an “Acquiring Fund” or “Acquired Fund” pursuant to the applicable schedule), each severally and not jointly.
PRIVATE INVESTMENT COMPANY CUSTODIAN AGREEMENTCustodian Agreement • February 6th, 2023 • Tidal Trust II • Minnesota
THIS AGREEMENT is made and entered into as of the date last written in the signature page, by and between RETURN STACKED CAYMAN SUBSIDIARY, an exempted company incorporated in the Cayman Islands with limited liability (the “Fund”) 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”).
SUBSIDIARY FUTURES TRADING ADVISORY AGREEMENTTrading Advisory Agreement • February 6th, 2023 • Tidal Trust II • New York
This Subsidiary Futures Trading Advisory Agreement (the “Agreement”) is made as of the 31st day of January 2023, by and between ReSolve Asset Management SEZC (Cayman), a Special Economic Zone Company incorporated in the Cayman Islands with Limited Liability, located at 90 North Church Street Strathvale House, 5th Floor George Town, Grand Cayman, Cayman Islands, KY1-9012 (the “Trader”), and Toroso Investments, LLC, a Delaware limited liability company located at 898 North. Broadway, Suite 2, Massapequa, New York 11758 (the “Adviser”). The Adviser and the Trader are each and individually a “Party” and collectively the “Parties.”
INVESTMENT ADVISORY AGREEMENT Between RETURN STACKED CAYMAN SUBSIDIARY and TOROSO INVESTMENTS, LLCInvestment Advisory Agreement • February 6th, 2023 • Tidal Trust II • New York
This Investment Advisory Agreement (the “Agreement”) is made as of January 30, 2023, by and between Return Stacked Cayman Subsidiary, an Exempted Company incorporated in the Cayman Islands with limited liability (the “Fund”), and Toroso Investments, LLC, a Delaware limited liability company (the “Adviser”) located at 898 N Broadway, Massapequa NY 11758 USA.
RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • February 6th, 2023 • Tidal Trust II
THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of September 30, 2022 (the “Effective Date”), is made among Tidal ETF Trust II, on behalf of each of its series listed in Schedule A (each, an “Acquiring Fund”) and the Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust, on behalf of each of their series (except such series listed on Schedule B, as may be amended from time to time), severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”).
FUTURES TRADING ADVISORY AGREEMENTFutures Trading Advisory Agreement • February 6th, 2023 • Tidal Trust II • New York
This Futures Trading Advisory Agreement (the “Agreement”) is made as of the 31st day of January 2023, by and between ReSolve Asset Management SEZC (Cayman), a Special Economic Zone Company incorporated in the Cayman Islands with Limited Liability, located at 90 North Church Street Strathvale House, 5th Floor George Town, Grand Cayman, Cayman Islands, KY1-9012 (the “Trader”), and Toroso Investments, LLC, a Delaware limited liability company located at 898 North. Broadway, Suite 2, Massapequa, New York 11758 (the “Adviser”). The Adviser and the Trader are each and individually a “Party” and collectively the “Parties.”
RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • February 6th, 2023 • Tidal Trust II
THIS AGREEMENT, dated as of, October 5, 2022 between each Acquiring Fund(s) identified on Schedule A, severally and not jointly (each, an “Acquiring Fund”), and each series of VanEck ETF Trust (except such series listed on Schedule B which may be amended from time to time), severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Fund[s], the “Funds”).
FUND OF FUNDS INVESTMENT AGREEMENTFunds Investment Agreement • February 6th, 2023 • Tidal Trust II • Massachusetts
This Fund of Funds Investment Agreement (this “Agreement”), is effective as of October 12, 2022 (the “Effective Date”), is made between Tidal ETF Trust II (the “Tidal Trust”), on behalf of its series listed on Schedule A, severally and not jointly (each, the “Acquiring Fund”), and SPDR Series Trust, SPDR Index Shares Funds and SSGA Active Trust (each, a “Trust”), each on behalf of their series listed on Schedule B, severally and not jointly (each, the “Acquired Fund” and together with the Acquiring Funds, the “Funds”).
RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • February 6th, 2023 • Tidal Trust II
THIS AGREEMENT, dated as of September 30, 2022, among each Acquiring Fund, severally and not jointly, identified on Schedule A (each, an “Acquiring Fund”), and the Acquired Funds, severally and not jointly, listed on Schedule B (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”).
FIFTH AMENDMENT TO ETF DISTRIBUTION AGREEMENTEtf Distribution Agreement • February 6th, 2023 • Tidal Trust II • Delaware
This fifth amendment (“Amendment”) to the ETF Distribution Agreement dated as of July 5, 2022 (the “Agreement”), by and between Tidal Trust II (the “Trust”) and Foreside Fund Services, LLC (“Foreside” and together with the Trust, the “Parties”) is entered into as of January 30, 2023 (the “Effective Date”).
FIFTH AMENDMENT TO THE TIDAL TRUST II TRANSFER AGENT SERVICING AGREEMENTServicing Agreement • February 6th, 2023 • Tidal Trust II
THIS FIFTH 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 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”).
FUND OF FUNDS INVESTMENT AGREEMENTFunds Investment Agreement • February 6th, 2023 • Tidal Trust II
THIS AGREEMENT is dated as of October 4, 2022, among Tidal ETF Trust II (the “Acquiring Trust”), each on behalf of itself and its separate series listed on Schedule A, as amended from time to time, severally and not jointly (each an “Acquiring Fund” and collectively, the “Acquiring Funds”), and PIMCO ETF Trust and PIMCO Equity Series, (each an “Acquired Trust” and collectively, the “Acquired Trusts”), each on behalf of its itself and its separate series listed on Schedule B, as amended from time to time or as such additional series are deemed to be added in the future, severally and not jointly (each, an “Acquired Fund” and collectively, the “Acquired Funds”).
Fifth AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENTAdministration Servicing Agreement • February 6th, 2023 • Tidal Trust II
THIS FIFTH AMENDMENT effective as of January 30, 2023, to the Fund Administration Servicing Agreement (the “Agreement”) dated as of July 5, 2022, as amended, is entered into by and between Tidal Trust II, a Delaware statutory trust (the “Trust”) and Tidal ETF Services LLC, a Delaware limited liability company (“Tidal”).
FIFTH AMENDMENT TO THE TIDAL TRUST II CUSTODY AGREEMENTCustody Agreement • February 6th, 2023 • Tidal Trust II
THIS FIFTH 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 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”).
RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • February 6th, 2023 • Tidal Trust II
THIS AGREEMENT, is made this 24th of January, 2023, by and among each trust identified on Schedule A, (each, an “Acquiring Trust”), on behalf of itself and its respective series identified on Schedule A, severally and not jointly (each, an “Acquiring Fund”), and each trust identified on Schedule B (each, an “Underlying Trust”), on behalf of itself and its respective series identified on Schedule B, severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”), and shall be effective January 24, 2023.
FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • February 6th, 2023 • Tidal Trust II • New York
THIS AGREEMENT, dated as of October 3, 2022, between Tidal ETF Trust II (“Acquiring Trust”), on behalf of each of its series listed on Schedule A hereto (each, an “Acquiring Fund”), severally and not jointly, and each series of the Direxion Shares ETF Trust (“Trust”), excluding those listed on Schedule B hereto (each, an “Acquired Fund”), severally and not jointly. The Acquired Funds, together with the Acquiring Funds, are the “Funds.”
FIFTH AMENDMENT TO THE TIDAL TRUST II FUND ACCOUNTING SERVICING AGREEMENTAccounting Servicing Agreement • February 6th, 2023 • Tidal Trust II
THIS FIFTH 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 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”).
RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENTFunds Investment Agreement • February 6th, 2023 • Tidal Trust II • New York
THIS FUND OF FUNDS INVESTMENT AGREEMENT, dated as of October 10, 2022 (the “Effective Date”) by and between Tidal ETF Trust II (the “Acquiring Trust”), a Delaware statutory trust, on behalf of each of its series listed on Schedule B, as such may be revised from time to time, severally and not jointly (each, an “Acquiring Fund”), and ProShares Trust (the “Trust”), a Delaware statutory trust, on behalf of each of its current and future series other than those series identified under the caption “Precautionary Notes: Funds Not Covered by the Agreement” on https://www.proshares.com/investment_agreement.html, severally and not jointly (each, an “Acquired Fund”). Each Acquiring Fund and each Acquired Fund is referred to as a “Fund”.
FIFTH AMENDMENT TO THE FUND SUB-ADMINISTRATION SERVICING AGREEMENTTidal Trust II • February 6th, 2023
THIS FIFTH 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 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”).
Exchange-Traded Fund Platform Support AgreementTidal Trust II • February 6th, 2023 • New York
This Exchange-Traded Fund Platform Support Agreement (the “Agreement”) is made and entered into by and among Toroso Investments, LLC (“Adviser” or “Toroso”), Tidal ETF Services LLC (“Tidal”) and [ ] (“ ” or “Firm”) as of [ ], 2023 (the “Effective Date”).
RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • February 6th, 2023 • Tidal Trust II
THIS AGREEMENT, dated as of September 29, 2022, between the Tidal ETF Trust II, on behalf of itself and its separate series listed on Schedule A (each, an “Investing Fund”), severally and not jointly, and the investment trusts listed on Schedule A, on behalf of themselves and their respective series also listed on Schedule A, severally and not jointly (each, a “Vanguard Fund” and together with the Investing Funds, the “Funds”).
Tidal Trust II Fee Waiver AgreementWaiver Agreement • February 6th, 2023 • Tidal Trust II • Delaware
THIS FEE WAIVER AGREEMENT (the “Agreement”) is entered into on January 30, 2023, by and between Tidal Trust II, a Delaware statutory trust (the “Trust”), on behalf of the Return StackedTM Global Stocks & Bonds ETF (the “Fund”), a series of the Trust, and Toroso Investments, LLC (the “Adviser”), the Fund’s investment adviser.
