Exhibit 99(d)(xiii)(ii)
SECOND AMENDMENT TO THE
SUB-ADVISORY ADVISORY AGREEMENT
This Second Amendment to the Sub-Advisory Agreement (the “Amendment”) is made as of July 16, 2026, by and between TIDAL INVESTMENTS LLC (the “Adviser”) and Vega Capital Partners LLC (the “Sub-Adviser”).
BACKGROUND:
| A. | The Adviser and the Sub-Adviser are parties to a Sub-Advisory Agreement dated as of June 8, 2026, 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: |
VegaShares AI Advanced Chip Packaging 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]
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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 Investment Officer |
| Date: | 7/29/2026 |
| VEGA CAPITAL PARTNERS LLC | |
| By: | /s/Sunny Wong |
| Name: | Sunny Wong |
| Title: | Co-Founder |
| Date: | 7/28/2026 |
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Amended and Restated Schedule A
to the
Sub-Advisory Agreement by and between Tidal Investments LLC and
Vega Capital Partners LLC
(July 16, 2026)
| Fund Name | Sub-Advisory Fee | Effective Date |
| VegaShares Synthetic Mind ETF | 0.04% | Commencement of Operations |
| VegaShares SpaceX & Beyond Earth ETF | 0.04% | Commencement of Operations |
| VegaShares Creatorverse ETF | 0.04% | Commencement of Operations |
| VegaShares AI Inference ETF | 0.04% | Commencement of Operations |
| VegaShares AI Metals, Miners & Materials ETF | 0.04% | Commencement of Operations |
| VegaShares Junior AI ETF | 0.04% | Commencement of Operations |
| VegaShares AI Storage ETF | 0.04% | Commencement of Operations |
| VegaShares Trillions ETF | 0.04% | Commencement of Operations |
| VegaShares AI Thermal, Cooling & Power Management ETF | 0.04% | Commencement of Operations |
| VegaShares AI Networking ETF | 0.04% | Commencement of Operations |
| VegaShares AI Rack Hardware ETF | 0.04% | Commencement of Operations |
| VegaShares AI Fab Equipment ETF | 0.04% | Commencement of Operations |
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| VegaShares AI Compute ETF | 0.04% | Commencement of Operations |
| VegaShares AI Inference Infrastructure ETF | 0.04% | Commencement of Operations |
| VegaShares AI On-Devices ETF | 0.04% | Commencement of Operations |
| VegaShares Cross Asset Premium Income ETF | 0.04% | Commencement of Operations |
| VegaShares Short Volatility Premium Income ETF | 0.04% | Commencement of Operations |
| VegaShares Triple Source Income ETF | 0.04% | Commencement of Operations |
| VegaShares AI Energy ETF | 0.04% | Commencement of Operations |
| VegaShares Multilayer Ceramic Capacitors ETF | 0.04% | Commencement of Operations |
| VegaShares Printed Circuit Boards ETF | 0.04% | Commencement of Operations |
| VegaShares AI Testing Equipment ETF | 0.04% | Commencement of Operations |
| VegaShares Edge AI ETF | 0.04% | Commencement of Operations |
| VegaShares Silicon Silicates ETF | 0.04% | Commencement of Operations |
| VegaShares Silicon Wafers ETF | 0.04% | Commencement of Operations |
| VegaShares AI Advanced Chip Packaging ETF | 0.04% | Commencement of Operations |
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