0001387131-23-011378 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • September 20th, 2023 • Tidal Trust II • New York

This Sub-Advisory Agreement (the “Agreement”) is made as of this 15th day of September, 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 MSA Power Funds, LLC, a limited liability company, with its principal place of business at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands (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 • September 20th, 2023 • Tidal Trust II • Delaware

This Investment Advisory Agreement (the “Agreement”) is made as of September 15, 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
Waiver Agreement • September 20th, 2023 • Tidal Trust II • Delaware

THIS FEE WAIVER AGREEMENT (the “Agreement”) is entered into on September 15, 2023, by and between Tidal Trust II, a Delaware statutory trust (the “Trust”), on behalf of the following series:

TWELFTH AMENDMENT TO THE TIDAL TRUST II CUSTODY AGREEMENT
Custody Agreement • September 20th, 2023 • Tidal Trust II

THIS TWELFTH AMENDMENT effective as of the last date on the signature block (the “Effective Date”), 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”).

Twelfth AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • September 20th, 2023 • Tidal Trust II

THIS TWELFTH AMENDMENT effective as of September 15, 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”).

TWELFTH AMENDMENT TO THE TIDAL TRUST II FUND ACCOUNTING SERVICING AGREEMENT
Accounting Servicing Agreement • September 20th, 2023 • Tidal Trust II

THIS TWELFTH AMENDMENT effective as of the last date on the signature block (the “Effective Date”), 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”).

TWELFTH AMENDMENT TO THE FUND SUB-ADMINISTRATION SERVICING AGREEMENT
Servicing Agreement • September 20th, 2023 • Tidal Trust II

THIS TWELFTH AMENDMENT effective as of the last date on the signature block (the “Effective Date”), 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”).

TO ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • September 20th, 2023 • Tidal Trust II • Delaware

This eleventh 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 September 15, 2023 (the “Effective Date”).

TWELFTH AMENDMENT TO THE TIDAL TRUST II TRANSFER AGENT SERVICING AGREEMENT
Agent Servicing Agreement • September 20th, 2023 • Tidal Trust II

THIS TWELFTH AMENDMENT effective as of the last date on the signature block (the “Effective Date”), 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”).

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