0001387131-23-012010 Sample Contracts

RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • October 6th, 2023 • Tidal Trust II • Delaware

THIS RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of October 2, 2023, between Cambria ETF Trust, a Delaware statutory trust, on behalf of its funds shown in appendix A (the “Acquiring Funds”), and Tidal Trust II, a Delaware statutory trust, on behalf of the Grizzle Growth ETF (the “Acquired Fund” and together with the Acquiring Fund, the “Funds”).

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TWELFTH AMENDMENT TO THE TIDAL TRUST II TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • October 6th, 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”).

TWELFTH AMENDMENT TO THE FUND SUB-ADMINISTRATION SERVICING AGREEMENT
Fund Sub-Administration Servicing Agreement • October 6th, 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”).

SECOND AMENDMENT TO THE SUB-ADVISORY ADVISORY AGREEMENT
Sub-Advisory Agreement • October 6th, 2023 • Tidal Trust II

This Second Amendment to the Sub-Advisory Agreement (the “Amendment”) is made as of September 15, 2023, by and between Toroso Investments, LLC (the “Adviser”) and ZEGA Financial, LLC (the “Sub-Adviser”).

SECOND AMENDMENT TO THE TIDAL TRUST II INVESTMENT ADVISORY AGREEMENT with TOROSO INVESTMENTS, LLC
Investment Advisory Agreement • October 6th, 2023 • Tidal Trust II

This Second Amendment to the Investment Advisory Agreement (the “Amendment”) is made as of September 15, 2023, by and between TIDAL TRUST II (the “Trust”) and TOROSO INVESTMENTS, LLC (the “Adviser”).

TWELFTH AMENDMENT TO THE TIDAL TRUST II FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • October 6th, 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 TIDAL TRUST II CUSTODY AGREEMENT
Custody Agreement • October 6th, 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”).

TO ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • October 6th, 2023 • Tidal Trust II • Delaware

This eleventh amendment (corrected) (“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”).

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