0001387131-23-004751 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 14th, 2023 • Tidal Trust II • New York

This Sub-Advisory Agreement (the “Agreement”) is made as of this 22nd day of March, 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 Montrose Estate Capital Management, LLC d/b/a Days Global Advisors, a Limited Liability Company, with its principal place of business at 6363 Woodway Dr Suite # 763, Houston, Texas 77057 (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”).

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 14th, 2023 • Tidal Trust II • Delaware

This Investment Advisory Agreement (the “Agreement”) is made as of March 22, 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”).

Tidal Trust II Fee Waiver Agreement
Fee Waiver Agreement • April 14th, 2023 • Tidal Trust II • Delaware

THIS FEE WAIVER AGREEMENT (the “Agreement”) is entered into on March 22, 2023, by and between Tidal Trust II, a Delaware statutory trust (the “Trust”), on behalf of the DGA Absolute Return ETF (the “Fund”), a series of the Trust, and Toroso Investments, LLC (the “Adviser”), the Fund’s investment adviser.

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