Exhibit (d)(5)

 

FIRST AMENDMENT TO THE

 

DELEGATED SERVICES SUB-ADVISORY AGREEMENT

 

This First Amendment to the Delegated Services Sub-Advisory Agreement (the “Amendment”) is made as of September 2, 2026, by and between TIDAL INVESTMENTS LLC (the “Sub-Adviser”) and Vega Capital Partners LLC (the “Adviser”).

 

BACKGROUND:

 

A.The Adviser and the Sub-Adviser are parties to a Sub-Advisory Agreement dated as of February 20, 2026 (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 US Equity Autocallable Conservative Income ETF

VegaShares Fixed Rate Callable Bond 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/ Gavin Filmore  
Name:  Gavin Filmore  
Title: Chief Executive Officer  
     
VEGA CAPITAL PARTNERS LLC  
     
By: /s/ Sunny Wong  
Name: Sunny Wong  
Title: Managing Partner  

 

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Amended and Restated Schedule A

 

to the

 

Delegated Services Sub-Advisory Agreement

 

by and between

 

Vega Capital Partners LLC

 

and

 

Tidal Investments LLC

 

As of: September 2, 2026

 

Fund Name Effective Date of
Sub-Advisory
Agreement		 Fee Rate
VegaShares US Equity Autocallable Income ETF February 20, 2026 *
VegaShares SPX NDX RTY Premium Income ETF February 20, 2026 *
VegaShares US Equity Autocallable Conservative Income ETF September 2, 2026 *
VegaShares Fixed Rate Callable Bond ETF September 2, 2026 *

 

*(certain fee amounts have been excluded because they are not material and would be competitively harmful if publicly disclosed)

 

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