INVESTMENT ADVISORY AGREEMENT

Exhibit (d)(13)

THIS INVESTMENT ADVISORY AGREEMENT (“Agreement”) is made and entered into as of the 12^th day of June, 2025, by and between the SPINNAKER ETF SERIES, a Delaware statutory trust (the “Trust”), on behalf of its series, WarCap Unconstrained Equity ETF (the “Fund”), and ▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. d/b/a ▇▇▇▇▇▇ CAPITAL GROUP, a South Carolina corporation (the “Advisor”), located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇  ▇▇▇▇▇.

WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company act of 1940, as amended (the “Act”); and

WHEREAS, the Advisor is registered as an investment advisor under the Investment Advisers Act of 1940 and engages in the business of asset management; and

WHEREAS, the Trust desires to retain the Advisor to render investment advisory services to the Trust with respect to the Fund in the manner and on the terms and conditions hereinafter set forth, and the Advisor is willing to furnish such services;

NOW, THEREFORE, the parties hereto agree as follows:

1.	APPOINTMENT OF THE ADVISOR

The Trust appoints the Advisor as investment advisor to the Fund, for the period and on the terms set forth in this Agreement.  The Advisor accepts such appointment and agrees to furnish the services set forth herein, for the compensation indicated in Appendix A.

2.	OBLIGATIONS OF THE ADVISOR

Subject to the supervision of the Trust’s Board of Trustees, the Advisor will provide a continuous investment program for the Fund.

(i)	Manage the investment and reinvestment of the Fund’s assets;

(ii)	Continuously review, supervise, and administer the investment program of the Fund;

(iii)

Determine, in its discretion, the securities to be purchased, retained, or sold (and implement those decisions) with respect to the Fund;

(iv)	Provide the Trust with records concerning the Advisor’s activities under this Agreement which the Trust is required to maintain;

(v)	Render regular reports to the Trust’s trustees and officers concerning the Advisor’s discharge of the foregoing responsibilities; and

(vi)	Perform such other services as agreed by the Advisor and the Trust from time to time.

The Advisor shall discharge the foregoing responsibilities subject to the control of the trustees and officers of the Trust and in compliance with (i) such policies as the trustees may from time to time establish; (ii) the Fund’s objectives, policies, and limitations as set forth in the prospectus and statement of additional information, as the same may be amended from time to time; and (iii) with all applicable laws and regulations.  All services to be furnished by the Advisor under this Agreement may be furnished through the medium of any directors, officers, or employees of the Advisor or through such other parties as the Advisor may determine from time to time.

(f) Code of Ethics.  The Advisor has adopted a written code of ethics complying with the requirements of Rule 17j-l under the Act and will provide the Trust with a copy of the code and evidence of its adoption. Within forty-five (45) days of the last calendar quarter of each year while this Agreement is in effect, the Advisor will provide to the Board of Trustees of the Trust a written report that describes any issues arising under the code of ethics since the last report to the Board of Trustees, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Advisor has adopted procedures reasonably necessary to prevent “access persons” (as that term is defined in Rule 17j-l) from violating the code.

3.	COMPENSATION

The Fund will pay or cause to be paid to the Advisor, and the Advisor will accept as full compensation an investment advisory fee, based upon the average daily net assets of the Fund, computed at the end of each month and payable within five (5) business days thereafter, according to the schedule attached hereto as Appendix A.

4.	STATUS OF ADVISOR

The services of the Advisor to the Fund are not to be deemed exclusive, and the Advisor shall be free to render similar services to others so long as its services to the Fund are not impaired thereby; provided, however, that without providing written notice to the Trust’s Board of Trustees, the Advisor will not serve as investment advisor to any other registered investment company having a similar investment strategy to that of the Fund.  The Advisor shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.  Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Advisor, who may also be a trustee, officer, or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.

5.	RETENTION OF SUB-ADVISOR

Subject to the Trust’s obtaining the initial and periodic approvals required under Section 15 of the Act, the Advisor may retain one or more sub-advisors, at the Advisor’s own cost and expense, for the purpose of managing the investments of the assets of the Fund. Retention of one or more sub-advisors shall in no way reduce the responsibilities or obligations of the Advisor under this Agreement and the Advisor shall, subject to Section 6 of this Agreement, be responsible to the Trust for all acts or omissions of any sub-advisor in connection with the performance of the Advisor’s duties hereunder.

6.	LIMITATION OF LIABILITY AND INDEMNIFICATION

The Advisor assumes no responsibility under this Agreement other than to render the services called for hereunder.  The Advisor shall not be liable for any error of judgment or for any loss suffered by the Fund or Trust in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services or a loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Advisor in the performance of its duties or from reckless disregard by the Advisor of its obligations and duties under this Agreement.  It is agreed that the Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust’s registration statement under the Investment Company Act of 1940 or the Securities Act of 1933, except for information supplied by the Advisor for inclusion therein.  The Trust agrees to indemnify the Advisor to the full extent permitted by the Trust’s Declaration of Trust.

Any liability of the Advisor to the Fund shall not automatically impart liability on the part of the Advisor to any other series of the Trust.  The Fund shall not be liable for the obligations of any other series of the Trust, nor shall any other series of the Trust be liable for the obligations of the Fund.  The limitations of liability provided under this section are not to be construed so as to provide for limitation of liability for any liability (including liability under U.S. federal securities laws that, under certain circumstances, impose liability even on persons that act in good faith) to the extent (but only to the extent) that such limitation of liability would be in violation of applicable law, but will be construed so as to effectuate the applicable provisions of this section to the maximum extent permitted by applicable law.

7.	LIABILITY OF SHAREHOLDERS

Notice is hereby given that, as provided by applicable law, the obligations of or arising out of this Agreement are not binding upon any of the shareholders of the Fund individually but are binding only upon the assets and property of the Fund and that the shareholders shall be entitled, to the fullest extent permitted by applicable law, to the same limitation on personal liability as shareholders of private corporations for profit.

8.	REPRESENTATIONS AND WARRANTIES

(b) Trust’s Representations.  The Trust represents and warrants to the Advisor as follows: (i) the Trust has been duly organized as a statutory trust under the laws of the State of Delaware and is authorized to enter into this Agreement and carry out its terms; (ii) the Trust is registered as an investment company with the Securities and Exchange Commission under the Investment Company Act of 1940; and (iii) such registrations will be kept in effect during the term of this Agreement.

9.	NOTICE OF CHANGE IN CONTROL

The Advisor is obligated to notify the Trust if there is a change in control of the Advisor at least thirty (30) days prior to the effective date of the change, or as soon as practicable in the event that thirty (30) days’ notice is not possible.

10.	DURATION AND TERMINATION

This Agreement shall remain in effect for an initial term of two (2) years from the date the Fund commences operations, and from year to year thereafter provided such continuance is approved at least annually by the vote of a majority of the trustees of the Trust who are not “interested persons” (as defined in the Investment Company Act of 1940) of the Trust, which vote must be cast in person at a meeting called for the purpose of voting on such approval; provided that:

11.	AMENDMENT OR ASSIGNMENT OF AGREEMENT

(b) Assignment.  The parties agree that assignment of this Agreement constitutes a material breach, and further that this Agreement shall terminate automatically and immediately in the event of its assignment.

12.	MISCELLANEOUS

(a) Headings.  The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

(b) Use of Names.  The Trust acknowledges that all rights to the names “▇▇▇▇▇▇ Capital Management, Inc.” and “▇▇▇▇▇▇ Capital Group” belong to the Advisor, and the Trust is being granted a limited license to use such words in its name, the name of its series, and the name of its classes of shares.

(c) Severability.  If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby.

(d) Applicable Law.  This Agreement shall be construed in accordance with, and governed by, the laws of the State of North Carolina.

[signatures on following page]

REPRESENTATION OF SIGNATORIES.  The undersigned expressly warrant and represent that they have full power and authority to sign this Agreement on behalf of the party indicated and that their signature will bind the party indicated to the terms hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year first above written.

		▇▇▇▇▇▇▇▇▇ ETF SERIES, on behalf of WarCap Unconstrained Equity ETF
	By:	/s/ ▇▇▇▇▇▇▇▇▇ ▇. Honey
		▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
		▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. d/b/a ▇▇▇▇▇▇ CAPITAL GROUP
	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇▇▇▇ ▇▇▇▇▇▇, President and CEO

Appendix A

COMPENSATION SCHEDULE

For the services delineated in this Agreement, the Advisor shall receive an investment advisory fee equal to an annualized rate of the average daily net assets of the Fund as listed below.  The fee shall be calculated as of the last business day of each month based upon the Fund’s average daily net assets determined in the manner described in the Fund’s Prospectus and Statement of Additional Information.