Tidal Trust II 485BPOS

Exhibit 99.(d)(xxvi)(v)

 

FIFTH AMENDMENT TO THE

 

SUB-ADVISORY AGREEMENT

 

This Fifth Amendment to the Sub-Advisory Agreement (the “Amendment”) is made as of June 18, 2026, by and between TIDAL INVESTMENTS LLC (the “Adviser”) and NICHOLAS WEALTH, LLC (the “Sub-Adviser”).

 

BACKGROUND:

 

A.The Adviser and the Sub-Adviser are parties to a Sub-Advisory Agreement dated as of November 10, 2022, as amended to date (the “Agreement”).

 

B.Pursuant to Section 22 of the Agreement the parties desire to amend and restate Schedule A to the Agreement to add the following new series: 

 

XFUNDS Memory Income 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 Amended and Restated Schedule A, 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]

 

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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/Jay Pestrichelli  
Name: Jay Pestrichelli  
Title: Chief Trading Officer  
Date: 6/24/2026  
     
NICHOLAS WEALTH, LLC  
     
By: /s/David Nicholas  
Name: David Nicholas  
Title: President  
Date: 7/15/2026  

 

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Amended and Restated Schedule A
to the
Sub-Advisory Agreement by and between Tidal Investments LLC and Nicholas Wealth, LLC
(June 18, 2026)

 

Fund Name Sub-
Advisory
Fee		 Effective Date Trading Authority Proxy Voting
Authority
Nicholas Fixed Income Alternative ETF 0.05% Commencement of Operations Non-Discretionary None
Nicholas Global Equity and Income ETF 0.05% Commencement of Operations Non-Discretionary None
Nicholas Crypto Income ETF1 0.05% Commencement of Operations Non-Discretionary None
Nicholas Gold Income ETF 0.05% Commencement of Operations Non-Discretionary None
Nicholas Silver Income ETF 0.05% Commencement of Operations Non-Discretionary None
Nicholas Nuclear Income ETF 0.05% Commencement of Operations Non-Discretionary None
Nicholas Defense and Rare Earth Income 0.05% Commencement of Operations Non-Discretionary None

 

1 The Sub-Adviser shall waive the sub-advisory fee on any assets of the Nicholas Crypto Income ETF that are invested in any underlying affiliated funds of the Nicholas Crypto Income ETF listed hereto in Amended and Restated Schedule A.

 

3

 

 

Nicholas Bitcoin Tail ETF 0.05% Commencement of Operations Non-Discretionary None
Nicholas Bitcoin AfterDark ETF 0.05% Commencement of Operations Non-Discretionary None
Fitz-Gerald Must Have Portfolio® ETF 0.05% Commencement of Operations Non-Discretionary None
Fitz-Gerald Must Have Portfolio® and Options Overlay ETF 0.05% Commencement of Operations Non-Discretionary None
XFUNDS Memory Income ETF 0.05% Commencement of Operations Non-Discretionary None

 

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