EX-99.(D)(XXIX)(VI) 5 ex99-dxxixvi.htm SIXTH AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT

 

Tidal Trust II 485BPOS

Exhibit 99.(d)(xxix)(vi)

 

SIXTH AMENDMENT TO THE

 

SUB-ADVISORY ADVISORY AGREEMENT

 

This Sixth Amendment to the Sub-Advisory Agreement (the “Amendment”) is made as of March 15, 2024, by and between TIDAL INVESTMENTS LLC (formerly, Toroso Investments, LLC) (the “Adviser”) and ZEGA Financial, LLC (the “Sub-Adviser”).

 

BACKGROUND:

 

A.The Adviser and the Sub-Adviser are parties to a Sub-Advisory Agreement dated as of September 19, 2022, as amended to date (the “Agreement”).

 

B.The parties desire to amend and restate Schedule A to the Agreement to add the new series, YieldMaxTM Bitcoin Option Income Strategy ETF

 

C.This Background section and the Schedule attached to this Amendment are incorporated by reference into, and made a part of, this Amendment.

 

TERMS:

 

NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

 

1.The current Schedule A to the Agreement is hereby amended and restated in its entirety as set forth on the Amended and Restated Schedule A attached hereto.

 

2.Miscellaneous.

 

a.Capitalized terms not defined in this Amendment shall have the respective meanings set forth in the Agreement.

 

b.Except as specifically amended by this Amendment, and except as necessary to conform to the intention of the parties hereinabove set forth, the Agreement shall remain unaltered and in full force and effect and is hereby ratified and confirmed.

 

c.The Agreement, as amended hereby, together with its Schedule, constitutes the complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior communications with respect thereto. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The facsimile signature of any party to this Amendment shall constitute the valid and binding execution hereof by such party.

 

[Signature Page Follows]

 

1

 

IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by duly authorized representatives as of the date first set forth above.

 

TIDAL INVESTMENTS LLC

 

By:

/s/ Dan Carlson

Name:

Dan Carlson

 
Title:

Chief of Staff

 

 

ZEGA Financial, LLC

 

By:/s/ Jay Pestrichelli  
Name:

Jay Pestrichelli

 
Title:

CEO

 

 

2

 

Amended and Restated Schedule A

 

to the

 

Sub-Advisory Agreement by and between Tidal Investments LLC and ZEGA Financial, LLC

 

(March 15, 2024)

 

Fund Name Sub-Advisory Fee Effective Date Trading Authority Proxy Voting Authority
YieldMax AAPL Option Income Strategy ETF * 4/17/2023

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax AMZN Option Income Strategy ETF * 7/24/2023

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax BRK.B Option Income Strategy ETF * Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax COIN Option Income Strategy ETF * 8/14/2023

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax META Option Income Strategy ETF * 7/27/2023

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax GOOGL Option Income Strategy ETF * 7/27.2023

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax NFLX Option Income Strategy ETF * 8/07/2023

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax NVDA Option Income Strategy ETF * 5/10/2023

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

 

3

 

YieldMax SQ Option Income Strategy ETF * 10/10/2023

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax TSLA Option Income Strategy ETF * 11/22/2022

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax Innovation Option Income Strategy ETF * 11/22/2022

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax KWEB Option Income Strategy ETF * Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax GDX Option Income Strategy ETF * Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax XBI Option Income Strategy ETF * Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax TLT Option Income Strategy ETF * Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax ABNB Option Income Strategy ETF * Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax AMD Option Income Strategy ETF * 9/18/2023

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax MRNA Option Income Strategy ETF * 10/23/2023

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

 

4

 

YieldMax PYPL Option Income Strategy ETF * 9/15/2023

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax DIS Option Income Strategy ETF * 8/24/2023

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax JPM Option Income Strategy ETF * 9/11/2023

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax MSFT Option Income Strategy ETF * 8/24/2023

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax XOM Option Income Strategy ETF * 8/30/2023

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax AI Option Income Strategy ETF * 11/27/2023

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax ROKU Option Income Strategy ETF * Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax SNOW Option Income Strategy ETF * Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax ZM Option Income Strategy ETF * Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax ADBE Option Income Strategy ETF * Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

 

5

 

YieldMax NKE Option Income Strategy ETF * Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax ORCL Option Income Strategy ETF * Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax INTC Option Income Strategy ETF * Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax BIIB Option Income Strategy ETF * Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax BA Option Income Strategy ETF * Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax TGT Option Income Strategy ETF * Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax™ Universe Fund of Option Income ETFs ** Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax™ Magnificent 7 Fund of Option Income ETFs ** Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMaxTM Ultra Option Income Strategy ETF *** Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMaxTM MSTR Option Income Strategy ETF *

Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

 

6

 

YieldMax TSLA Short Option Income Strategy ETF * Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax Innovation Short Option Income Strategy ETF * Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax NVDA Short Option Income Strategy ETF * Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax COIN Short Option Income Strategy ETF * Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax AAPL Short Option Income Strategy ETF * Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMax N100 Short Option Income Strategy ETF * Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

YieldMaxTM Bitcoin Option Income Strategy ETF * Commencement of Operations

[X] Fully Discretionary

 

[ ] Partially Discretionary

 

[ ] Non-Discretionary

 

[ ] Full

 

[ ] Advisory

 

[X] None

 

 

7

 

*Minimum of $36,000 with fee breakpoints as follows:

 

9 bps on AUM up to $250M

 

8 bps on AUM between $250M and $500M

 

7 bps on AUM between $500M and $1 B; and

 

6 bps on AUM > $1 B

 

**1 bp.

 

***12 bps on AUM up to $250M

 

11 bps on AUM between $250M<$500M

 

10 bps on AUM between $500M<$1B

 

9 bps on AUM >$1B

 

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8