0001387131-23-007855 Sample Contracts

SUB-ADVISORY AGREEMENT (Research Services)
Sub-Advisory Agreement • June 26th, 2023 • Tidal Trust II • New York

This Sub-Advisory Agreement (the “Agreement”) is made as of this 17th day of July, 2023 by and between Toroso Investments, LLC, a Delaware limited liability company, with its principal place of business at 234 West Florida Street, Suite 203 Milwaukee, Wisconsin 53204 (the “Adviser”) and Cambria Investment Management, L.P., a Delaware limited partnership, with its principal place of business at 2321 Rosecrans Avenue, Suite 3225, El Segundo, California 90245 (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 • June 26th, 2023 • Tidal Trust II • Delaware

This Investment Advisory Agreement (the “Agreement”) is made as of July 17, 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”).

FORM OF AMENDMENT TO ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • June 26th, 2023 • Tidal Trust II • Delaware

This [ ] 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 [ ] (the “Effective Date”).

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