Exhibit 99.(d)(xxxii)(c)
THIRD AMENDMENT TO THE
SUB-ADVISORY AGREEMENT
This Third Amendment to the Sub-Advisory Agreement (the “Amendment”) is made as of August 1, 2025, by and between TIDAL INVESTMENTS LLC (the “Adviser”) and VISTASHARES ADVISORS LLC (the “Sub-Adviser”).
BACKGROUND:
| A. | The Adviser and the Sub-Adviser are parties to a Sub-Advisory Agreement dated as of August 23, 2024, 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: |
VistaShares
Target 15 ACKtivist Select Income ETF
VistaShares ACKtivist Select ETF
VistaShares BigShort Select ETF
VistaShares Target 15 BigShort Select Income ETF
VistaShares DRUKMacro Select ETF
VistaShares Target 15 DRUKMacro Select Income ETF
VistaShares Berkshire Select 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. |
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| 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/ Daniel Carlson | |
| Name: | Daniel Carlson | |
| Title: | Co-Founder & Chief of Staff | |
| Date: | August 4, 2025 | |
| VISTASHARES ADVISORS LLC | ||
| By: | /s/ Adam Patti | |
| Name: | Adam Patti | |
| Title: | Chief Executive Officer | |
| Date: | August 4, 2025 | |
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Amended and Restated Schedule A
to the
Sub-Advisory Agreement by and between Tidal Investments LLC and VistaShares Advisors LLC
(August 1, 2025)
| Fund Name | Sub-Advisory Fee | Effective Date | Trading Authority | Proxy Voting Authority |
| VistaShares Artificial Intelligence Supercycle ETF | 0.04% | Commencement of Operations | Non-Discretionary | None |
| VistaShares Electrification Supercycle ETF | 0.04% | Commencement of Operations | Non-Discretionary | None |
| VistaShares Target 15 Berkshire Select Income ETF | 0.04% | Commencement of Operations | Non-Discretionary | None |
| VistaShares Target 15 USA Momentum Income ETF | 0.04% | Commencement of Operations | Non-Discretionary | None |
| VistaShares Target 15 USA Value Income ETF | 0.04% | Commencement of Operations | Non-Discretionary | None |
| VistaShares Target 15 USA Quality Income ETF | 0.04% | Commencement of Operations | Non-Discretionary | None |
| VistaShares Target 15 USA Low Volatility Income ETF | 0.04% | Commencement of Operations | Non-Discretionary | None |
| VistaShares Animal Spirits Strategy ETF | 0.04% | Commencement of Operations | Non-Discretionary | None |
| VistaShares Animal Spirits Daily 2X Strategy ETF | 0.04% | Commencement of Operations | Non-Discretionary | None |
| VistaShares ACKtivist Select ETF | 0.04% | Commencement of Operations | Non-Discretionary | None |
| VistaShares Target 15 ACKtivist Select Income ETF | 0.04% | Commencement of Operations | Non-Discretionary | None |
| VistaShares BigShort Select ETF | 0.04% | Commencement of Operations | Non-Discretionary | None |
| VistaShares Target 15 BigShort Select Income ETF | 0.04% | Commencement of Operations | Non-Discretionary | None |
| VistaShares DRUKMacro Select ETF | 0.04% | Commencement of Operations | Non-Discretionary | None |
| VistaShares Target 15 DRUKMacro Select Income ETF | 0.04% | Commencement of Operations | Non-Discretionary | None |
| VistaShares Berkshire Select ETF | 0.04% | Commencement of Operations | Non-Discretionary | None |
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