Exhibit 99.(d)(viii)(v)
FIFTH AMENDMENT TO THE
TIDAL TRUST III
INVESTMENT ADVISORY AGREEMENT
with
TIDAL INVESTMENTS LLC
This Fifth Amendment to the Investment Advisory Agreement (the “Amendment”) is made as of December 18, 2025, by and between TIDAL TRUST III (the “Trust”) and TIDAL INVESTMENTS LLC (the “Adviser”).
BACKGROUND:
| A. | The Trust and the Adviser have entered into an Investment Advisory Agreement dated as of August 23, 2024 as amended to date (the “Agreement”) pursuant to which the Adviser is engaged by the Trust to serve as the investment adviser to each Fund identified on the then-current Schedule A to the Agreement. |
| B. | The Trust and the Adviser desire to amend and restate Schedule A to the Agreement to add new Funds. In particular, the parties desire to amend and restate Schedule A to add the following new Funds: |
VistaShares DIVBoost Dividend Nobles Distribution ETF
VistaShares DIVBoost Dividend Kings Distribution ETF
VistaShares DIVBoost Sector Distribution ETF
VistaShares DIVBoost High Yield Bond Distribution ETF
VistaShares DIVBoost REIT Distribution ETF
VistaShares DIVBoost Energy Distribution ETF
VistaShares DIVBoost Utilities Distribution ETF
VistaShares TEPRTantrum Contrarian Select ETF
VistaShares Target 15 TEPRTantrum Contrarian Distribution ETF
VistaShares TPLoeb Event Driven Select ETF
VistaShares Target 15 TPLoeb Event Driven Distribution ETF
VistaShares TIGR Cub NextGen Select ETF
VistaShares Target 15 TIGR Cub NextGen Distribution ETF
VistaShares LAFFTech Select ETF
VistaShares Target 15 LAFFTech Distribution ETF
VistaShares HRVD Select ETF
VistaShares Target 15 HRVD Distribution ETF
VistaShares GATE Endowment Select ETF
VistaShares Target 15 GATE Endowment Distribution ETF
VistaShares Gulf Soveriegn Select ETF
VistaShares Target 15 Gulf Sovereign Distribution ETF
VistaShares Nordic Wealth Select ETF
VistaShares Target 15 Nordic Wealth Distribution ETF
| C. | Section 21 of the Agreement allows for the amendment of the Agreement by a written instrument executed by both parties. |
| D. | 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 herein above 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, 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. |
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 TRUST III | TIDAL INVESTMENTS LLC | |||
| on behalf of its series listed on Amended and Restated Schedule A | ||||
| By: | /s/ Eric Falkeis | By: | /s/ Jay Pestrichelli | |
| Name: | Eric Falkeis | Name: | Jay Pestrichelli | |
| Title: | President | Title: | Chief Investment Officer | |
| Date: | December 22, 2025 | Date: | December 22, 2025 | |
Amended AND RESTATED
Schedule A
to the
TIDAL TRUST III
INVESTMENT ADVISORY AGREEMENT
with
TIDAL INVESTMENTS LLC
| Fund Name | Advisory Fee |
| VistaShares Artificial Intelligence Supercycle ETF | 0.75% |
| VistaShares Electrification Supercycle ETF | 0.75% |
| VistaShares Target 15 Berkshire Select Income ETF | 0.95% |
| VistaShares Target 15 USA Momentum Income ETF | 0.95% |
| VistaShares Target 15 USA Value Income ETF | 0.95% |
| VistaShares Target 15 USA Quality Income ETF | 0.95% |
| VistaShares Target 15 USA Low Volatility Income ETF | 0.95% |
| VistaShares Animal Spirits Strategy ETF | 0.75% |
| VistaShares Animal Spirits Daily 2X Strategy ETF | 1.29% |
| VistaShares Pershing Square Select ETF | 0.75% |
| VistaShares Target 15 Pershing Square Select Income ETF | 0.95% |
| VistaShares Scion Asset Management Select ETF | 0.75% |
| VistaShares Target 15 Scion Asset Management Select Income ETF | 0.95% |
| VistaShares Duquesne Select ETF | 0.75% |
| VistaShares Target 15 Duquesne Select Income ETF | 0.95% |
| VistaShares Berkshire Select ETF | 0.75% |
| VistaShares BitBonds 1-3 Yr Enhanced Weekly Distribution ETF | 0.49% |
| VistaShares BitBonds 5 Yr Enhanced Weekly Distribution ETF | 0.49% |
| VistaShares BitBonds 10 Yr Enhanced Weekly Distribution ETF | 0.49% |
| VistaShares BitBonds 20 Yr Enhanced Weekly Distribution ETF | 0.49% |
| VistaShares Bitcoin Treasury Income ETF | 0.95% |
| VistaShares Ethereum Treasury Income ETF | 0.95% |
| VistaShares Ethereum Treasury ETF | 0.75% |
| VistaShares IPO and Income ETF | 0.95% |
| VistaShares Target 15™ International Innovators Income ETF | 0.95% |
| VistaShares Target 15™ European High Dividend Payers Income ETF | 0.95% |
| VistaShares Target 15™ S&P 100 Distribution ETF | 0.59% |
| VistaShares Target 15™ Global 100 Distribution ETF | 0.59% |
| VistaShares DIVBoost Dividend Nobles Distribution ETF | 0.79% |
| VistaShares DIVBoost Dividend Kings Distribution ETF | 0.79% |
| VistaShares DIVBoost Sector Distribution ETF | 0.89% |
| VistaShares DIVBoost High Yield Bond Distribution ETF | 0.89% |
| VistaShares DIVBoost REIT Distribution ETF | 0.89% |
| VistaShares DIVBoost Energy Distribution ETF | 0.89% |
| VistaShares DIVBoost Utilities Distribution ETF | 0.89% |
| VistaShares TEPRTantrum Contrarian Select ETF | 0.75% |
| VistaShares Target 15 TEPRTantrum Contrarian Distribution ETF | 0.95% |
| VistaShares TPLoeb Event Driven Select ETF | 0.75% |
| VistaShares Target 15 TPLoeb Event Driven Distribution ETF | 0.95% |
| VistaShares TIGR Cub NextGen Select ETF | 0.75% |
| VistaShares Target 15 TIGR Cub NextGen Distribution ETF | 0.95% |
| VistaShares LAFFTech Select ETF | 0.75% |
| VistaShares Target 15 LAFFTech Distribution ETF | 0.95% |
| VistaShares HRVD Select ETF | 0.75% |
| VistaShares Target 15 HRVD Distribution ETF | 0.95% |
| VistaShares GATE Endowment Select ETF | 0.75% |
| VistaShares Target 15 GATE Endowment Distribution ETF | 0.95% |
| VistaShares Gulf Soveriegn Select ETF | 0.75% |
| VistaShares Target 15 Gulf Sovereign Distribution ETF | 0.95% |
| VistaShares Nordic Wealth Select ETF | 0.75% |
| VistaShares Target 15 Nordic Wealth Distribution ETF | 0.95% |
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